Terms and Conditions

1. Scope of the General Terms and Conditions

The following General Terms and Conditions (T&C) shall apply to all current and future consulting service contracts between the Client (hereinafter "Client") and Admit Hero (hereinafter "Admit Hero"). Exceptions to the general T&C, in particular, also T&C laid down by the Client shall only apply if they have been expressly agreed to and confirmed in writing by Admit Hero. 

All consulting service contracts are binding upon registration for services and payment.

2. Scope and realization of the service contract

The scope of service is determined according to the payment package, addendums and a listing of applicable contract specifications. Changes to the scope of consulting services require a written agreement between the client and Admit Hero. Dates of service completion are only provided as approximations and will not be binding unless expressly marked so in writing.

Services are to be primarily delivered online. Admit Hero may contract with other external service providers. 

If increased costs are caused by the Client's failure to timely meet its duty to co-operate, Client shall reimburse Admit Hero for all incremental costs. The time for performance, where agreed, shall be extended by additional time required for the resumption of performance after elimination of such obstruction. Admit Hero is not responsible for delays or lack of performance due to Acts of God. 

3. Duty of disclosure by the client 

It is the responsibility of the client to ensure that all documents and information needed for the performance and completion of the contract are made available to Admit Hero on a timely basis without having to be specifically requested, and that Admit Hero be informed of all occurrences and circumstances that are of significance to the implementation of the contract.

4. Intellectual Property and Copyrights 

Admit Hero retains copyright and all intangible property rights with respect of Admit Hero software, techniques, and services used in the performance of services. Admit Hero also retains copyright to other software and intangibles developed within the scope of services provided by Admit Hero, unless otherwise documented.

5. Limitation of liability

Admit Hero will endeavor to ensure that all transactions are reviewed per the requirements and specifications of the Client. 

Admit Hero disclaims any and all express or implied warranties in connection with its services. Admit Hero shall not be liable for any direct, indirect, punitive, special, incidental, or consequential damages (including, but not limited to damages for lost revenue, lost profits, business interruption, lost information or data, computer interruption and the like) or the cost of procurement of substitute goods or services arising from or related to the use of Admit Hero’s services.

Client shall take all necessary precautions to prevent the occurrence of any injury to persons or to property during the performance of work and ensure that Client and its personnel neither pose a threat to Admit Hero’s safe work environment nor the integrity of its business operations. Except to the extent that any injury or damage is due to Admit Hero, client shall release, defend, hold harmless and indemnify Admit Hero, its directors, officers, employees, agents, representatives, successors and assigns, whether acting in the course of their employment or otherwise, against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities, including without limitation claims for personal or property damage, resulting from or in any way connected any act or omission of Client’s personnel, Client its agents, employees or subcontractors in connection with, but not limited to, all of the representations, warranties or covenants contained in this Agreement. In addition, client shall indemnify, defend and hold Admit Hero harmless from and against any claims, costs or expenses, including, but not limited to, reasonable attorney’s fees, arising out of or in connection with any employment claims. Client agrees to include clauses in all related subcontracts.

Admit Hero shall take all necessary precautions to prevent the occurrence of any injury to persons or to property during the progress of work and ensure that Admit Hero and its personnel neither pose a threat to Client’s safe work environment nor the integrity of its business operations. Except to the extent that any injury or damage is due to Client, Admit Hero shall release, defend, hold harmless and indemnify Client, its directors, officers, employees, agents, representatives, successors and assigns, whether acting in the course of their employment or otherwise, against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs, expenses or liabilities, including without limitation claims for personal or property damage, resulting from or in any way connected any act or omission of Admit Hero’s personnel, Admit Hero its agents, employees or subcontractors in connection with, but not limited to, all of the representations, warranties or covenants contained in this Agreement. In addition, Admit Hero shall indemnify, defend and hold Client harmless from and against any claims, costs or expenses, including, but no limited to, reasonable attorney’s fees, arising out of or in connection with any employment claims. Admit Hero agrees to include clause in all related subcontracts.

6. Confidentiality and data protection

All techniques, designs, drawings, processes, inventions, equipment, proposals, specifications, and such information concerning the products, services or equipment disclosed by either Admit Hero or Client shall be held confidential and shall not be disclosed by either party without prior written consent except as otherwise required for performance of the services. The exception is for development of future services or training of the Admit Hero team.

7. Fees and payment

The fee and expense reimbursement shall be agreed upon by the Client and Admit Hero per service contract. Payment terms are immediate. If implementation of the contract is prevented by the client after the contract has been signed (for ex. due to cancellation), the business consultant is nonetheless entitled to payment for the stipulated scope of consultation services. If the execution of the contract does not occur due to circumstances which are substantially caused by Admit Hero, then Admit Hero shall only be entitled to receive the part of the fee which corresponds to those services already performed, or a minimum of $3,000, whichever is greater. 

This particularly applies if, despite cancellation, Admit Hero‘s services up to that point are usable by the client. Apart from apparent deficiencies, any complaint about Admit Hero‘s services does not justify the retention of fees owed to Admit Hero.

If the Client is delinquent on a due payment, Admit Hero reserves the right to rescind the contract effective immediately and assert a claim for damages.

8. Governing law and jurisdiction

Unless and except as these T&C contain provisions to the contrary, the laws of the State of California shall govern these Conditions. By accepting the services provided under these conditions, the Client irrevocably agrees to the exclusive jurisdiction of the courts of the said state in and for San Francisco, California and submits to the personal jurisdiction of said courts.

9. Force Majeure

Each party shall be excused from performance under the Agreement to the extent that such party is prevented from performing, in whole or in part, by delays caused by an act of God, war, civil disturbance, labor dispute, or other cause beyond its reasonable control. The non-performing party shall promptly give notice of its non-performance to the other party. The non-performing party shall make all commercially reasonable efforts to remove such cause of nonperformance. All other obligations not affected by such cause of nonperformance shall be in full force and effect during the period of time that the affected obligation is suspended during the continuance of such cause of non-performance.