GENERAL CONDITIONS AND CONDUCT
MMS Worldwide Institute, LLC
MMS Worldwide Institute, LLC, hereinafter referred to as MMS, considers itself bound by the following conduct:
- We will not engage in any activities that may harm the dignity of the profession as coach, trainer, or consultant
- We will not disclose any confidential information or gained knowledge of the client
- We will only engage in activities which we can execute properly, professionally, and responsibly
- We will not accept or continue an assignment if an independent or biased opinion is formed due to a personal relationship with a client
- We will make every effort to achieve the stated desired results, without any guarantees
- We will always endeavor to ensure that the client’s interests are our primary concern
- We will not offer positions at MMS to individuals who are employed by our client without full transparency and buy-in from the client
- Our fees are determined on the basis of the cost of labor, equipment, facilities, production expenses for assignments and what the local economic structure can accommodate
Article 1: Applicability of these conditions
1. All written proposals are subject to the general conditions; both to the acceptance of the proposal, and to the final written agreement.
2. General conditions of the client will be considered only when received in writing. Exclusion of our conditions will only apply with the agreement of all involved parties.
Article 2 Proposals and offers
1. All proposals and offers are open-ended unless they contain a deadline for acceptance. In the event that a proposal contains a non-binding offer, MMS has the right to revoke this proposal within two days of acceptance.
2. When compound pricing applies, MMS is only obligated to carry out the portions agreed upon in the final contract.
3. If changes are made by MMS after the acceptance of the proposal, the agreement will, notwithstanding the provisions in Article 2.1, only be established if the client has agreed to the changes requested by MMS.
4. In the case a client needs to be absent after the initial payment has been made, there may be a fee adjustment offered based on calculations. In the event that there is additional or extra work required for which no price has been established, the price will be based on prior fair calculations.
5. The educational agreement takes effect 14 days after signing the agreement, thus allowing the participant a 14 days’ time to reconsider.
6. The agreement is valid for the duration of training, unless the nature of the agreement dictates otherwise or if the parties expressly agreed otherwise in writing.
Article 3: Prices and price changes
1. Sales tax (VAT) and other government-imposed fees are not included in the quoted price.
2. MMS is entitled to increase the initially agreed upon price, if there are increases in the costs of services, tools and/or materials necessary to implement the agreement.
Article 4: Terms of Implementation of Agreement
1. Specified deadlines will never be regarded as fatal deadlines, unless otherwise explicitly agreed.
2. MMS should be given written notice of default in the event that the performance and/or implementation of work is delayed.
Article 5: Payment Terms
1. Customized assignments (growth and improvement routes, corporate training, personal coaching, mentoring, consulting, auditing, etc) demand a large investment in preparation time and costs for the start of training from the coach, trainer, and/or consultant. Therefore, payments should be made to the MMS bank account upon receipt of the invoice.
2. If the client fails to pay an invoice in a timely manner, the client is in default of payment. The client is charged an interest of 1% per month, unless the statutory interest is higher, in which case the client is due the statutory interest. The interest on the due amount will be calculated from the time the client is in default until the moment of payment of the full amount due.
3. Traveling expenses, coaching and training aids, and training equipment including but not limited to: video camera, pinpoint signs, monitor, and telephone sets are included in the budget and will not be charged separately. Any cost incurred at the training facility for standard tools including but not limited to flip-over, overhead projectors, etc. are charged to the client and are paid simultaneously with the participant costs by the client to the location owner.
4. Unless otherwise agreed upon, the client will receive a separate bill for material costs (syllabi, exercises, writing materials, etc.).
5. The claim for payment of the agreed price is immediately claimable in the event the client is in state of bankruptcy, under suspension of payments, requested to be placed under guardianship, when there is any seizure of property or assets of the client, death of the client or, in case the client is a partnership firm, a private company or a limited liability company, if the client is in liquidation, dissolution or gets another associate.
6. If the client is behind in any payment – even if it was caused by a different agreement – all amounts to be paid by the client to MMS become payable immediately and in full, regardless of all prior contracts.
7. If there is default in payment, as in the case of Article 5.6, MMS has the right to postpone any future implementation of the agreement, furthermore, MMS is entitled to cancel all contracts of that customer without prejudice to any rights of compensation as determined by “cancellation” in Article 7.
8. A granted deferral by MMS may be withdrawn at any time.
9. A payment is considered received when the present amount is credited by payment received.
10. A payment made by the client is first applied to all interest and expenses and then to the invoices which have the longest expiration date.
11. Instalment payments may be requested in writing, and must be agreed upon in advance. 12. In the event that a bill is not timely settled, the client shall be responsible for all costs, both extrajudicial and judicial, including the costs for lawyers, bailiffs and collection agencies regarding the recovery of the amount due. These costs will be based on at least 15% of the amount and will be minimally € 135, -.
Article 6: Right of Retention
1. We have the right to hold any and all products of the client, until all debts are satisfied.
2. We have the right to hold any and all products in the event the client declares bankruptcy.
Article 7: Cancellation, Postponement or Shift
1. If the client cancels, postpones or shifts a given assignment wholly or partially, he is responsible to pay MMS the agreed price if the cancellation, postponement or shift takes place within three weeks prior to the start of the assignment, and it concerns an assignment for a period of one week or less.
2. If the cancellation, delay or shift takes place earlier than three weeks, the customer is responsible to pay one half the agreed upon price.
3. For the Coach Training, a program of 3 months, the following applies. In case participation is cancelled by the participant within 4 weeks before the training commences, a cancellation fee of 50% will be incurred. Confirmed participants, who do not notify MMS Worldwide Institute one week in advance that they are unable to attend, shall incur the entire registration fee. The MMS Coach Training can be cancelled by MMS if the number of students is below 12 or in the case of illness of the facilitator. The student can either choose to defer the payment to the next MMS Coach Training or they will receive reimbursement of the amount paid within 14 days after notification.
Article 8: Location: Accommodations and Hotel Costs
1. MMS can make room and hotel reservations for the client. This always happens in the name of the client and all correspondence as well as invoices will be sent directly to the work address of the client.
2. Any “no show” costs are also the responsibility of the client.
Article 9: Force Majeure
1.A period of time that an unexpected circumstance prevents the implementation of work, hereinafter referred to as force majeure, and makes MMS unable to fulfill our obligations.
2. Force majeure applies, if after the conclusion of the contract we are prevented from fulfilling our obligations under this agreement or the preparation for such compliance as a result of war, threat of war, civil war, riots, acts of war, fire, water damage, strikes, sit-ins, lockouts, import and export restrictions, government measures, defects in machinery, disruptions in the supply of energy, all of these either within our office or by third parties from whom we have to involve the necessary materials in whole or in part by force majeure, and also by all other causes arisen beyond our control or risk. Any Pandemic is included in this Article for example: COVID-19.
3. If the performance of the work is delayed more than three months by force majeure, both MMS and the client are entitled to regard the contract as terminated. In that case, we are only entitled to reimbursement of our expenses.
4. If force majeure occurs, when the agreement has been partially implemented, the client has the power to terminate the contract if work is delayed more than three months. If the client opts to terminate the contract due to force majeure, the client is obligated to pay for the portion of the contract that has already been executed as well as for the cost of materials.
5. Both the client and MMS can end the contract with immediate effect by registered mail if the other is in suspension of payments or is declared bankrupt.
Article 10: Liability
1. In the event that Coaches/trainers of MMS fall ill, MMS cannot accept liability for loss of the client and/or participants if we are forced by force majeure to cancel a coaching/training.
2. MMS, therefore, reserves the right to book a new date for the execution of the assignment within three months after the canceled coaching / training.
3. Our liability under the agreement with the client is limited to an amount as is reasonable and fair in relation to the agreed price.
4. MMS is not liable for damages in the form of loss of business or loss of goodwill in the business or profession of the client.
5. If MMS is held liable by a third party due to any damage, the client will fully indemnify us and comply with all that we need to pay the third party.
Article 11: Copyright
1. The client is allowed to reproduce or copy all MMS reports, references, forms, etc. freely, provided they mention the source and/or maintain MMS-logo and copyrights.
2. The client is explicitly prohibited to share all MMS information, exercises and resources for personal use or for the benefit of its own business clients.
Article 12: Applicable law and disputes
1. For all agreements between MMS and clients, only US law is applicable.
2. In case the court has jurisdiction, all disputes between the parties will be settled by the court of the district in which MMS is located. However, we remain entitled to sue the client according to law or applicable international treaty jurisdiction.