General Terms and Conditions of providing consulting and management service: Version: 1/2019
Valid for all contractual agreements with commencement date from January 01st 2019.

1. General Terms and Conditions

  • 1.1 All legal transactions between the Client and AMC and any of its affiliates or subsidiaries shall be subject to these General Terms and Conditions exclusively. The version valid at the time the Contract is concluded shall be applicable.
  • 1.2 These General Terms and Conditions shall also apply to any future contractual relationships even if these General Terms and Conditions are not expressly referred to in contracts or quotations.
  • 1.3 Any conflicting General Terms and Conditions on the part of the Client shall be invalid unless they have been explicitly accepted in writing by AMC.
  • 1.4 If any provision of these General Terms and Conditions is or becomes invalid, the other provisions and any contracts concluded pursuant to these provisions shall not be affected thereby. The invalid provision shall be replaced by a provision which best corresponds to the intention and economic purpose of the invalid provision.

2. Scope of Consulting Assignments / Representation

  • 2.1 The scope of each particular consulting or service assignment shall be individually agreed by contract.
  • 2.2 AMC shall be entitled to subcontract, in whole or in part, the services for which AMC is responsible to its clients. Payment of said third parties shall be effected exclusively by AMC. No contractual relationship of any kind shall exist between the Client and any AMC employee or third party assigned by AMC.
  • 2.3 During the validity of the Contract and for a period of two years after termination thereof, the Client shall agree not to enter into any kind of business transactions with persons or organizations that AMC employs or assigns to perform AMC contractual duties. In particular, the Client shall not employ said persons or organizations to render consulting, or services the same or similar to those offered, accepted and or performed by AMC.

3. Client’s Obligation to Provide Information /
Declaration of Completeness

  • 3.1 The Client shall ensure that during the performance of the consulting or service assignment, organizational conditions in the Client’s place of business allow the consulting or service process to proceed in a timely and undisturbed manner.
  • 3.2 The Client shall also inform AMC in detail about previously conducted and/or currently active consulting or service projects, including those in other areas of competency.
  • 3.3 The Client shall, in a timely manner and without special request on the part of AMC, provide AMC with all documents necessary to fulfil and perform the consulting or service assignment and shall inform AMC of all activities and conditions pertinent to the performance of the consulting or service assignment. This includes all documents, activities and conditions that become known or available during the performance of the consulting or service assignment.
  • 3.4 The Client shall ensure that all management and or involved third parties (legal advisors, consultants or other service providers) if assigned, are informed of AMC consulting or service activities prior to the commencement of the assignment and instructed to fully corporate with AMC consultants.

4. Maintenance of Independence

  • 4.1 The contracting parties shall be committed to mutual loyalty.
  • 4.2 The contracting parties shall be obligated to take all necessary measures to ensure that the independence of all persons working for AMC and/or of any third parties employed by AMC is not jeopardized. This applies particularly to any employment offers made by the Client or the acceptance of assignments on their own account.
  • 4.3 In no circumstance is or shall the service contract being interpreted as an employment contract. AMC is fully independent is its decision making, place and time of rendering the service etc. AMC shall not be bound by directives of the client while performing the agreed service and shall be free to act at AMC discretion and under AMC own responsibility. AMC shall not be required to work in a particular place or to keep particular working hours unless mutual agreed in the contract.

5. Reporting / Obligation to Report

  • 5.1 AMC shall be obligated to report to the Client on the progress of services performed by persons working for AMC and/or any third parties employed or assigned by AMC.
  • 5.2 AMC shall deliver weekly hour attendance and progress statements and the final report after completion of the assignment in a timely manner, i.e. depending on the type of assignment, two to four weeks after completion of the assignment and AMC received payment in full of all its invoices.

6. Protection of Intellectual Property

  • 6.1 AMC shall retain all copyrights to any work done by AMC and/or by persons working for AMC and/or by third parties employed or assigned by AMC (including but not limited to tenders, reports, analyses, expert opinions, organization charts, programs, performance descriptions, drafts, calculations, drawings, data, media, etc.). During the contract period and after termination thereof, the Client may use these materials exclusively for the purposes described under the Contract. Therefore, the Client shall not be entitled to copy or distribute these materials without the explicit consent of AMC.
  • 6.2 Any violation of this provision by the Client shall entitle AMC to prematurely terminate the Contract and to enforce other legal claims, in particular for restraint and/or financial economical and or image damages.

7. Warranties

  • 7.1 AMC shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in AMC consultants work which have become known subsequently. AMC shall immediately inform the Client thereof.
  • 7.2 This right of the Client too claim expires six months after completion of the respective service.

8. Liability / Damages / Limitation

  • 8.1 AMC shall be liable to the Client for damages till a maximum of the amount paid to AMC by the client–with the exception of personal injury–and only to the extent that these are the result of serious fault (intention or course negligence and the client has the burden of prove).
  • 8.2 Any claim for damages on the part of the Client may only be enforced by law within six months after those entitled to assert a claim have gained knowledge of the damage and the liable party, but not later than two years after the incident upon which the claim is based.
  • 8.3 The Client shall furnish full comprehensive evidence of AMC fault.
  • 8.4 If AMC performs the required services in case required and approved by the client with the help of third parties, any warranty claims and claims for damages which arise against the third party shall be passed on to the Client. In this case, the Client shall primarily refer to the third party.
  • 8.5 Any claim to AMC be it single or cumulative is limited to the amount paid to AMC. Correspondingly, this also applies to damages resulting from third parties employed or assignment by AMC. No officer of AMC is authorized to enter and or sign contracts without this clause.
  • 8.6 In case interim management is provided and AMC consultant will be in a function at the clients company that require official registration with the authorities the client will provide an officer liability insurance certificate or similar documental proof for the interim manager with the same coverage as it own officers for the period from project start date till at least 2 years after the project is finished or the service is stopped.

9. Confidentiality / Data Protection

  • 9.1 AMC shall be obligated to maintain complete confidentiality concerning all business matters made known to AMC in the course of services performed, especially trade and company secrets and any other information concerning type and/or scope of business and/or practical activities of the Client unless AMC has already obtained this knowledge before entering the contract.
  • 9.2 Furthermore, AMC shall be obligated to maintain complete confidentiality towards third parties concerning the content of the work completed, as well as any information and conditions that contributed to the completion of the work, particularly concerning data on the Client’s business and financial status.
  • 9.3 AMC shall not be obligated to maintain confidentiality towards any person or legal entity working for AMC or representatives of AMC involved in the assignment. AMC is required to obligate such persons to maintain complete confidentiality and shall be liable for any violation of confidentiality on their part in the same way as if AMC had breached confidentiality. the client has to burden of proof of the breach.
  • 9.4 The obligation to maintain confidentiality shall persist for an period of two years after termination of this Contract–with the exception of any duty to give evidence in a court of law or AMC own legal proceedings against the client.
  • 9.5 AMC shall be entitled to use any personal data entrusted to AMC for the purposes of the services performed under the contract. AMC shall guarantee the Client that all necessary measures will be taken, especially those regarding data protection laws in the territory where AMC has its offices, e.g. that declarations of consent are obtained from the persons involved.

10. Compensation

  • 10.1 The client will pay a retainer at signing the service contract or latest 30 days before the start of AMC activities in value of 50% of the estimated cost of the total service. Signed contracts can not be canceled or terminated before the assignment has started, unless the party that wishes to terminate the contract pays the other party 160x the standard published hourly ad-hoc rate.
  • 10.2 During the project and after completion of the services agreed upon, AMC shall receive compensation agreed upon in advance between AMC and the Client. AMC shall be entitled to render intermediate account statements and invoices on a monthly or weekly base and to demand payment on account as required by the progress of the work and agreed in the contract. All invoices shall be due net/net and payable within 10 working days after rendering these by AMC to the client. Any withholding tax will be born by the client.
  • 10.3 AMC shall issue invoices and will add VAT or tax if applicable and the invoices contain all elements required by applicable law.
  • 10.4 Any cash expenditures, lodging and meal expenses, travel expenses, etc. shall be reimbursed to AMC by the Client separately, upon submission of the appropriate receipts.
  • 10.5 In the event that the work agreed upon is not completed due to reasons on the part of the Client, or due to a premature termination of contract by AMC for cause (fault of client), AMC shall be entitled to claim payment in full of the compensation agreed upon in the contract. In the event that an hourly fee had been agreed upon, the Client shall pay for the number of hours expected to be required for the entire contracted assignment.
  • 10.6 In the event that intermediate invoices are not paid, AMC shall be released from its commitment to provide further services or providing any documentation and or results related to the assignment. This shall not apply to any further claims resulting from default of payment.

11. Electronic Invoicing

  • 11.1 AMC shall be entitled to transmit invoices electronically. The Client agrees explicitly to accept invoices for payment release transmitted electronically (E-mail) by AMC.

12. Duration of the Agreement

  • 12.1 Generally any Contract terminates on the agreed expiry date or with the completion of the project what ever comes first.
  • 12.2 A termination of contracts before its agreed start date is not possible unless the party that wishes to terminate pays the other party 160x the standard published ad-hoc hourly rate. Each party can terminate the contract during its term with 30 days written notice or payment in lieu of 160x the agreed hourly rate.
  • 12.3 Apart from this, Contracts may be terminated for cause by either party at any time without notice period or compensation. Grounds for premature termination for cause include the following:
  • one party breaches major provisions of the Contract.
  • one party is in delay with the payments or start insolvency proceedings
  • legitimate concerns exist regarding the Client’s credit standing, even though insolvency proceedings have not been opened, the Client fails to make the advance payment (Retainer) or to furnish suitable security at AMC (Management Consultant’s) request and AMC didn’t know about the Client’s bad financial situation when the contract was concluded.

13. Final Provisions

  • 13.1 The contracting parties agree and declare that all information contained in the contract is accurate and made in good conscience. The client acknowledges and accept the service from AMC under these terms and conditions and they shall be mutually obligated to immediately inform the other party of any changes.
  • 13.2 Modifications of and amendments to Contracts or these General Terms and Conditions shall be made in writing. This shall also apply to a waiver of this requirement in written form.
  • 13.3 All service Contracts are governed by the substantive law of the Peoples Republic of China excluding the conflict-of-law rules of international private law. Place of fulfilment is the registered business establishment of AMC Jurisdiction in all disputes is the Arbitration court in Shanghai in the country where AMC is based unless otherwise agreed in the service contract.
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