General Terms and Conditions for consulting services of Artemis Franchise GmbH
Version: August 2026
This English version is a courtesy translation. In the event of any discrepancy, the German original is binding.
Diese Fassung ist dauerhaft zitierfähig abrufbar unter /agb-2026-08.
Download the Terms and Conditions as PDF (version August 2026, PDF, 272 KB, German)
1. Scope and deviating terms of the client
1.1 These General Terms and Conditions (GTC) of Artemis Franchise GmbH, Max-Planck-Str. 6-8, 50858 Köln (“Contractor”) apply to all consulting services that the Contractor provides in the field of franchise consulting for its clients (“Client”) on the basis of a separate engagement. These GTC apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB).
1.2 The business relationship is governed exclusively by these GTC and the individual arrangements made in the engagement. Deviating terms of the Client – in particular purchasing conditions – apply only if the Contractor expressly acknowledges them in text form. Silence on the part of the Contractor does not constitute acknowledgement, including for future contracts.
1.3 These GTC are sent to the Client together with the engagement as a separate document stating the version. The dated version designated in the engagement is authoritative. On request, the Contractor will send it again in text form.
2. Conclusion of contract, scope of services and Client data
2.1 By signing the engagement, the Client submits a binding offer to enter into a contract. The contract is concluded when the Contractor confirms the order in text form within five working days of receipt (order confirmation) or begins to provide the services. The Client is bound by its offer for ten working days from receipt by the Contractor. If the Contractor does not confirm the order within this period, no contract is concluded; any payments already made will be refunded without delay. The contract begins on the date of the order confirmation. The Client acts as an entrepreneur within the meaning of section 14 BGB.
2.2 The specific scope of services follows from the respective service catalogue and the individual engagement. The Contractor provides consulting, conceptual and organisational services to support the development of the Client’s franchise system.
2.3 Services not expressly listed as included in the engagement are not owed. This applies in particular to services expressly designated in the engagement as not included. Commitments outside the engagement require text form.
2.4 The subject matter is the agreed consulting service, but not – unless expressly agreed in text form – any particular (economic) success. The consulting services do not include legal services within the meaning of the German Legal Services Act (RDG); legal drafting, review and admissibility – in particular the preparation of the pre-contractual disclosure and the franchise agreement – are provided by an independent partner law firm.
2.5 The Contractor selects the partner law firm, coordinates its involvement and bears its costs within the scope of the agreed services. Up to two rounds of coordination or revision per document are included. If the Client requires legal services beyond this, it engages the partner law firm directly and bears the resulting costs itself. The Contractor will notify the Client as soon as the included scope has been used up.
2.6 The services do not include the provision of knowledge and skills for a fee within the meaning of the German Distance Learning Protection Act (FernUSG). Accompanying information and exchange formats take place as live events with direct interaction. Media content made available is intended for voluntary, non-binding use in self-study; there is no monitoring of learning success, no examinations, tests, mandatory assignments or certificates of achievement.
2.7 The consulting is based on the figures, data and facts provided by the Client. The Contractor may assume that these are correct and complete; no independent verification takes place. The Contractor is not liable for incorrect decisions or deviations that are based on inaccurate or incomplete information provided by the Client.
3. Client’s duties to cooperate
3.1 The Client shall name a central contact person for the term of the contract who can make binding decisions. Necessary decisions, approvals and authorisations shall be obtained without delay and jointly documented in text form.
3.2 The Client shall support the Contractor to a reasonable and necessary extent and shall provide all required documents and information in good time – in particular company key figures, interim financial statements and annual accounts, information on the business model, trademark protection records, lists of shareholders, investment and operating cost structure, unique selling points as well as process descriptions, quality and service standards for the franchise manual. Material circumstances must also be communicated if they become known only during the course of the work.
3.3 Where necessary, the Client shall create free of charge the conditions required within its own sphere of operations and shall grant the Contractor’s staff timely access to the required information.
3.4 The duties to cooperate are genuine contractual obligations. If the Client does not perform them in good time or as agreed and this affects the provision of services, the Contractor is released from its obligation to perform to that extent; the performance periods are extended by a reasonable period. Any additional effort arising from this will be remunerated separately in accordance with clause 5.2.
3.5 The Contractor is entitled to terminate the contract without notice for good cause after a reasonable grace period has expired without result. If the good cause is based on a breach of this clause 3 for which the Client is responsible, the Contractor may claim liquidated damages amounting to 30 % of the net remuneration outstanding until the regular end of the contract. The Client remains entitled to prove that no damage or lesser damage has occurred; the Contractor reserves the right to prove higher damage.
4. Handover and acceptance
4.1 The Contractor provides the work results – in particular the pre-contractual disclosure, the franchise agreement and the franchise manual – in digital form and documents the handover in text form (handover confirmation).
4.2 The Client shall examine the delivered service without delay. Material objections must be notified in text form within ten working days of handover and specifically identified. If no notification is made within this period, the service in question is deemed to have been rendered in conformity with the contract and accepted. The Contractor expressly points out the start of the period and this legal consequence in the handover confirmation.
4.3 Immaterial deviations do not affect acceptance. The Client’s rights due to defects that were not identifiable upon proper examination remain unaffected in accordance with statutory provisions and clause 6.
5. Changes and extensions to the scope of services
5.1 Requests by the Client for changes or extensions require an agreement in text form that also governs remuneration and the effects on the schedule. Until such an agreement is reached, the Contractor continues to provide the originally agreed services unchanged.
5.2 Services outside the agreed scope as well as additional effort under clause 3.4 are remunerated at EUR 150.00 net per hour commenced, unless otherwise agreed.
5.3 The Contractor is not obliged to implement change requests that significantly exceed the agreed scope of services or are incompatible with the project objective.
6. Liability
6.1 The Contractor is liable – on whatever legal grounds – only in accordance with the following provisions.
6.2 The Contractor is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, in the event of the assumption of a guarantee or a procurement risk, and under the German Product Liability Act or other mandatory statutory liability.
6.3 In the case of simple negligence, the Contractor is liable only for breach of a material contractual obligation (cardinal obligation) whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may rely. In this case, liability is limited to the damage typical and foreseeable at the time the contract was concluded, but not exceeding EUR 500,000.00 per event of damage.
6.4 Any liability beyond this is excluded. The limitations of liability apply to the same extent in favour of the Contractor’s employees, legal representatives, vicarious agents and subcontractors.
6.5 Claims for damages under this clause 6 become time-barred twelve months after the respective service has been rendered; this does not apply in the cases of clause 6.2, where the statutory limitation periods apply. The above provisions do not entail any change in the burden of proof.
7. Remuneration and payment terms
7.1 The fixed price agreed in the engagement applies, plus statutory value added tax. This also covers expenses and incidental costs. The fixed price is a total remuneration for the project described in the engagement; it is not broken down into individual prices for individual service components.
7.2 The fixed price falls due for payment upon the order confirmation, unless deviating payment terms have been agreed in the engagement. Instalment payments agreed by way of derogation must be structured such that the total amount is paid in full no later than eight months after the order confirmation. Entries in the engagement take precedence over this provision.
7.2a If instalment payments have been agreed, the Contractor issues the individual instalments as advance invoices with separately stated value added tax. After the services have been rendered in full, the Contractor issues a final invoice in which the advance payments charged and the value added tax attributable to them are deducted. The advance invoices do not establish any separate obligation to pay in addition to the fixed price under clause 7.1.
7.3 The remuneration is due without deduction 10 days after receipt of the invoice. The day of payment is the day the funds are received by the Contractor. In the event of default, the statutory default interest under section 288 (2) BGB and the flat rate under section 288 (5) BGB apply.
7.4 If the Client is in default with two consecutive instalments in whole or in part, all outstanding instalments of the agreed remuneration become immediately due for payment. The Contractor will notify the Client of this in advance, setting a period of at least seven days.
7.5 The Client is entitled to a right of retention or set-off only with regard to undisputed counterclaims or counterclaims established by final court decision; a right of retention only insofar as the counterclaim is based on the same contractual relationship.
7.6 If the Client is in default of payment in whole or in part, the Contractor is entitled to suspend the provision of services until payment has been made in full and to terminate the contract extraordinarily if a reasonable grace period of at least 7 days expires without result.
7.7 In the event of extraordinary termination under clause 7.6, all services rendered up to termination – including those already rendered but not yet invoiced – become immediately due. Further statutory claims remain unaffected.
8. Performance times and default
8.1 Binding performance dates require express agreement in text form. Time specifications in the engagement (e.g. 90 days) are target figures and not fixed dates; a transaction for delivery by a fixed date exists only upon express confirmation.
8.2 If a period has been agreed, it does not begin before all details of execution have been clarified and the Client has fulfilled the conditions incumbent upon it, in particular that agreed down payments have been made and the required information has been provided. In the event of subsequent change requests, a new reasonable period begins upon their confirmation.
8.3 The kick-off takes place within three working days of conclusion of the contract. For this purpose, the Contractor offers the Client at least two alternative dates without delay after conclusion of the contract. If the appointment does not take place within this period for reasons for which the Contractor is not responsible, the kick-off is deemed to have been offered; the periods under clause 8.2 are extended accordingly.
9. Term, termination and settlement upon early termination
9.1 The contract begins with the order confirmation and ends when the commissioned services have been rendered in full. Terminations require text form.
9.2 The services described in the engagement build on one another and form an economic and substantive unit. The Client has no right to deselect individual service components or to reduce the remuneration on account of not making use of individual components.
9.3 If the contract ends before full performance without the Contractor being responsible for the reason for termination, the Client owes the sum of the shares of those service components that have been handed over and accepted in accordance with clause 4 by the time of termination. The order in which they are rendered is irrelevant. Components not handed over are not taken into account. The following shares apply per service component handed over:
- Project set-up and completed kick-off – 10 %
9.4 From the moment the partner law firm is engaged, the shares attributable to the pre-contractual disclosure and the franchise agreement are owed in full, irrespective of whether these components have already been handed over, since the corresponding costs have already been incurred by the Contractor.
9.5 Within 14 days of termination, the Contractor prepares a final settlement showing the remuneration owed under clauses 9.3 and 9.4 as well as the payments already made. If the Client does not raise objections in text form within 14 days of receipt, the final settlement is deemed to be acknowledged; the Contractor expressly points out this legal consequence in the final settlement.
9.6 A balance in favour of the Contractor is due upon receipt of the final settlement. A balance in favour of the Client is first set off against the Contractor’s outstanding claims; any remaining amount is refunded within 14 days of acknowledgement or determination of the final settlement.
9.7 Insofar as remuneration is refunded to the Client, the rights of use in the affected work results lapse. In this respect, the Client shall refrain from any further use and shall delete or return the documents concerned; clause 10 otherwise remains unaffected.
9.8 If the Contractor is responsible for the reason for termination, the remuneration is governed by statutory provisions.
9.9 The right of both parties to terminate for good cause remains unaffected. Clauses 3.5 and 7.6 remain unaffected.
9.10 For continuing services commissioned separately – in particular system maintenance and the ongoing management of advertisements – the terms and notice periods agreed in the engagement apply by way of derogation. System maintenance is agreed for twelve months from project completion and is extended by twelve months at a time unless terminated in text form with three months’ notice to the end of the term. Clauses 9.2 to 9.7 do not apply to these services.
10. Rights of use and intellectual property rights
10.1 Ownership and copyright in the results, analyses, concepts and documents created by the Contractor (including in electronic form) remain with the Contractor.
10.2 Upon payment in full of the agreed remuneration, the Client receives a simple right of use, unlimited in territory and time, in the work results created for it for the contractual franchise purpose. This right of use expressly includes the right to use and reproduce the results – in particular the franchise manual, the pre-contractual disclosure and the franchise agreement – within its own franchise system and to make them available to its own franchisees to the extent required for this purpose, or to grant simple sub-licences. Any transfer or disclosure beyond this to third parties outside the franchise system requires the Contractor’s prior consent in text form.
10.3 Until payment in full, use remains limited to the contractually intended purpose and is subject to full remuneration. If the contract ends prematurely, the Client receives the right of use in the work results handed over up to that point upon payment in full of the remuneration owed under clause 9.
10.4 The Contractor provides the services free of third-party rights that were known to it upon conclusion of the contract or remained unknown due to gross negligence. This does not apply insofar as an infringement of intellectual property rights is based on specifications or information provided by the Client or on a subsequent modification of the results by the Client. Liability under clause 6 remains unaffected.
11. Use as a reference and advertising
11.1 The Contractor is entitled to name the Client with its company name and logo, and the project in general terms, as a reference and to refer to the business relationship for advertising purposes. Permissible information includes the industry, the type of franchise system established and the period of cooperation.
11.2 Content that is confidential under clause 13 – in particular key figures, calculations, contract content, conditions and internal processes of the Client – will not be named or published. Clause 13 takes precedence in this respect.
11.3 The Client may object to being named as a reference at any time in text form. From receipt of the objection, the Contractor will refrain from naming the Client further and will remove such references from the digital media it operates; printed materials already produced need not be recalled.
12. Non-solicitation
12.1 The Client undertakes not to actively solicit employees of the Contractor during the cooperation and for one year thereafter. Excluded are employees whose employment relationship was previously terminated or who apply to general job advertisements without prompting by the Client.
12.2 For each case of culpable breach of clause 12.1, the Client shall pay, without specific proof of damage, a contractual penalty of up to EUR 25,000.00, which the Contractor determines at its reasonable discretion (section 315 BGB) and which is subject to judicial review. Further claims, in particular for injunctive relief, remain unaffected; the contractual penalty is offset against any further damages. Proof of lesser or no damage remains permissible. In all cases, the contractual penalty is limited to a total of EUR 100,000.00.
13. Confidentiality and data protection
13.1 The Client shall keep confidential the Contractor’s confidential information that becomes known to it in the course of the cooperation and shall use it only to perform the contract. Disclosure to third parties requires prior consent in text form. The customary exceptions (generally known, already known, independently developed, required by law or authorities) remain unaffected.
13.2 The parties process personal data in accordance with the applicable data protection provisions, in particular the GDPR and the German Federal Data Protection Act (BDSG). The Contractor processes the Client’s personal data (in particular contact details of contact persons) on the basis of Art. 6 (1) (b) and (c) GDPR, insofar as this is necessary for the establishment, performance or termination of the contract, and may pass it on to third parties for this purpose and for the enforcement of claims (Art. 6 (1) (b) and (f) GDPR). Details of the processing are set out in the data protection information for clients (Annex 2 to the engagement).
13.3 The Contractor is entitled to engage external service providers to perform the services and shall bind them to confidentiality.
14. Applicable law
14.1 The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
15. Final provisions
15.1 Amendments and additions require text form; this also applies to any amendment of this clause. Text form is also satisfied by email as well as digital or electronic signatures. The precedence of individual agreements (section 305b BGB) remains unaffected.
15.2 The exclusive place of jurisdiction for all disputes is the Contractor’s registered office, provided that the Client is a merchant, a legal entity under public law or a special fund under public law.
15.3 Should any provision be or become invalid, the validity of the remaining provisions remains unaffected.