These Terms of Service (“Terms”) govern the provision of services by Global Telco Consult GmbH (“GTC”, “we”, “us”, or “our”) to our clients, customers, partners, etc. (“Client”, “you”, or “your”). By engaging us for our services, you agree to these Terms. In addition, relevant requirements of the applicable law, including respective contracts, agreements, proposals, quotations, statements of work, etc., apply to the matters covered by the Terms. These Terms apply to the extent that they do not contradict mandatory requirements under applicable law, including contracts, agreements, statements of work, etc.
1. WHO WE ARE
1.1. GTC is a distinguished independent telecommunications consultancy with unparalleled expertise across Messaging, Identity, Recruitment and M&A services.
1.2. GTC helps enterprises, carriers and service providers launch, optimise and accelerate opportunities from SMS to next-generation IP messaging, deploy cutting-edge identity and fraud detection tools and execute strategic search for talent acquisitions. GTC also assists with merger and acquisition support, including deal sourcing and due diligence.
1.3. By providing fully customised consulting along with managed services for the latest network integrations, penetration testing, firewall improvements and management and multi-platform implementations, GTC enables clients to maximise current and emerging technologies, drive revenue growth, and future-proof communication strategies through guidance tailored to individual needs.
1.4. Uniquely positioned as a neutral entity, GTC serves as an invaluable extended workbench for the telecommunications ecosystem, enabling its clients without competing with them, thereby making it a unique partner in driving technological advancements and operational excellence.
2. SCOPE OF SERVICES
2.1. We provide our services as outlined in the specific contracts, agreements, proposals, quotations, statements of work, etc. (hereinafter referred to as the “contract”) agreed upon between GTC and the Client. Our services may include, but are not limited to:
2.1.1. Productization
- Strategy Definition
- Product/Platform Launch
- Go-to-Market Strategy
2.1.2. Mergers & Acquisition
- Acquisition Strategy
- Due Diligence
- Merger Management
- Integration Support
2.1.3. Market Intelligence
- Market Reports
- Competitive Analysis
2.1.4. Training
- Sales Training
- Product Training
- NOC Training
2.1.5. Recruitment
- Executive Search
- Permanent & Contract Staffing
- Recruitment Process Outsourcing
- Talent Advisory
2.1.6. Messaging Managed Services
- Platform Management
- SMS Firewall Management
- Flash Call Detection
- Network Penetration Testing
2.1.7. Digital ID Managed Services
- Digital Identity Integration
- Project & Product Management
2.1.8. Procurement & Sales
- Sales Support
- Procurement Support
3. CLIENT RESPONSABILITIES
3.1. To ensure the success of the engagement, you agree to:
3.1.1. supply accurate, complete, and timely information necessary for us to deliver our services;
3.1.2. make decisions and provide approvals or feedback in a timely manner to ensure progress on the consultancy project;
3.1.3. collaborate with our team and engage in discussions when required to clarify project details or deliverables;
3.1.4. provide access to any necessary resources, employees, or systems needed for the completion of the work;
3.1.5. pay the fee for the service(s) provided and reimburse any other agreed-upon costs that relate to the service provision.
3.2. To ensure the success of the engagement, you ensure and warrant that:
3.2.1. you have the necessary corporate authority to execute and deliver the respective agreement and to perform its obligations set out in it;
3.2.2. you are in the legitimate business as represented herein and has obtained the requisite permits, consents, complying with the applicable law and will continue to comply with the same and shall continue to ensure that it remains in the legitimate business of carrying out the same;
3.2.3. there are no existing restrictions or constraints on its right and authority to carry out its business and fulfil its obligations under the respective agreement;
3.2.4. entering particular agreement will not cause and is not likely to cause a conflict of interest;
3.2.5. you shall take all reasonable steps to protect the image and reputation of GTC in fulfilling its obligations herein, and it recognises the goodwill attached to and will not knowingly or negligently take any action that would be detrimental to the goodwill associated herein; and
3.2.6. you will comply, at its own expense, with applicable law in performing its obligations hereunder, including, without limitation, any applicable anti-corruption laws.
3.3. Subject to any restrictions imposed by law or confidentiality obligations, the Client shall declare the existence of any pending or ongoing litigation against the Client which may materially affect its ability to perform the obligations under the particular agreement.
3.4. The Client shall warrant that it is not subject to any applicable law, executive order or regulation administered or enforced by any sanctions authority relating to economic or financial sanctions (“Sanctions”). Notwithstanding the foregoing, if at any time the Client becomes subject to Sanctions, the Client shall promptly notify GTC and comply with and maintain written policies and procedures designed to ensure compliance with all applicable Sanctions at the Client’s own costs.
3.5. Failure to fulfil these responsibilities may result in delays, additional charges, or termination of the engagement.
4. FEES AND PAYMENT TERMS
4.1. Our fees will be outlined in the contract. They may be based on an hourly rate, daily rate, project-based fee, or any other basis that is acceptable to GTC and the Client.
4.2. Payments are due according to the terms specified in the contract. Unless otherwise stated, in consideration of the services, the fees on the invoice shall be payable 15 (fifteen) calendar days after the receipt of the invoice from GTC.
4.3. All amounts due shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.4. Without prejudice to any other right or remedy that it may have if the Client fails to pay GTC on the due date:
4.4.1. the Client shall pay interest on the overdue amount at a rate of 4 (four) % above the base lending rate of the German Federal Bank and
4.4.2. GTC may suspend all services until payment has been made in full.
4.5. Unless agreed differently between GTC and the Client, the Client shall reimburse GTC for any expenses approved per email by the Client before GTC incurs them, such as, but not limited to, travel costs, including accommodation, transport, and visa fees.
5. TERMINATION
5.1. Before the expiration date of the initial term or any extended period of the respective contract, the Client or GTC may terminate it by providing 30 (thirty) calendar days’ written notice.
5.2. The Client or GTC may terminate the respective contract without the mandatory notice period in specific cases indicated in the respective contract.
5.3. The respective contract can be terminated by mutual consent of the Client and GTC. If the parties mutually decide to terminate the contract, the parties shall sign a separate agreement setting forth the terms and conditions of the termination.
5.4. Upon termination, any outstanding fees must be paid, and both parties will return or destroy any confidential information belonging to the other party. The termination does not annul the obligations of the Client, if such obligations survive the termination in nature, applicable law, including, but not limited, applicable agreement.
6. RELATIONSHIP BETWEEN THE CLIENT AND GTC
6.1. The service provision by GTC does not create a relationship of employment, joint venture or partnership between the Client and GTC. The Client acknowledges that it is acting as an independent contractor, solely responsible for its actions or inactions; and that nothing in the Agreement will be construed to create an agency or any other than a contractual relationship between the Parties. The Client and GTC are not authorised to enter into contracts or agreements on behalf of the other or otherwise to create obligations of one party to third parties.
6.2. Nothing shall prevent GTC from being engaged, concerned or having any financial interest regarding the ability to act as agent, consultant, director, employee, owner, partner, shareholder or in any other business, trade, profession or occupation during the engagement provided that such activity does not cause a breach of any of GTC’s obligations under the particular contract.
6.3. The Client understands and agrees that if the Client makes any decision, performs an action, etc., including but not limited to selecting a particular software or platform based on a GTC’s recommendation, advice, suggestion, etc., the Client itself is solely responsible for the consequences of such decision, action, etc.
7. CONFIDENTIALITY
7.1. The Client and GTC acknowledge that during the service provision, they will have access to Confidential Information. “Confidential Information” means information in whatever form (including, without limitation, in written, oral, visual, or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs, and/or finances of any of the parties for the time being confidential to the party and trade secrets including, without limitation, technical data and know-how relating to the business of the Client or GTC or any of its or their suppliers, customers, agents, distributors, shareholders, the management or business contacts, and including (but not limited to) information that Party creates, develops, receives or obtains in connection with and delivery of Services, whether or not such information (if in anything other than oral form) is marked confidential.
7.2. The Client and GTC agree to treat the confidential information as secret and confidential and not, for any reason, disclose or permit it to be disclosed to any person or otherwise use the Confidential Information unless needed for the provision of services or if authorised by the discloser. The confidentiality obligation shall be applied during the validity of the respective contract and 2 (two) years after the termination or expiration of the respective contract (unless a different term is agreed).
8. DATA PROTECTION AND PERSONAL DATA PROCESSING
8.1. In the service provision, the Client and GTC undertake to process personal data in accordance with the personal data processing law applicable to them.
8.2. If the Client or GTC has data protection policies, codes of practice, etc., that establish special rules for data processing, the Client or GTC shall provide all the necessary information about such rules to the other without due delay.
9. INTELLECTUAL PROPERTY
9.1. Any intellectual property rights (including but not limited to patents, trademarks, copyrights, trade secrets, all research content and customer details) in objects created before the service provision (“Pre-existing IP”) shall remain the sole property of the Client or GTC, depending on who created or owns such Pre-existing IP.
9.2. Any intellectual property rights in objects created independently of and unrelated to the service provision (“Independently Created IP”) shall remain the sole property of the Client or GTC, depending on who independently created or owns such Independently Created IP.
9.3. The Client and GTC agree not to assert any rights or claims to the Pre-existing IP or Independently Created IP of each other and to respect the exclusive ownership rights to their respective Pre-existing IP and Independently Created IP.
9.4. Any intellectual property objects, including but not limited to patents, trademarks, copyrights, trade secrets, designs, and any other creations or inventions (hereinafter collectively referred to as “IP Objects”) developed, created, or produced by GTC during the term of the Service provision and due to the Service provision to the Client shall be the exclusive property of the Client. GTC shall assign, transfer, and convey to the Client all rights, title, and interest, including but not limited to all copyrights, patent rights, trade secret rights, and any other intellectual property rights worldwide in and to the IP Objects developed, created, or produced in the course of providing the services.
10. LIABILITY LIMITATIONS
10.1. GTC shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising under or in connection with the respective agreement for any indirect, special or consequential losses and/or damages of any kind whatsoever and howsoever caused.
10.2. GTC’s total liability in respect of any one default shall not exceed the total amount being paid under the period specified in the respective service annex, SOW, etc., or in 12 (twelve) months, whichever is less. If several defaults give rise to substantially the same loss or are attributable to the same or similar cause, they shall be regarded as giving rise to only one claim. GTC shall be afforded a reasonable opportunity to remedy any such default.
11. NON-SOLICITATION
11.1. During the period of the respective contract and for 1 (one) year after the termination of it, the Client agrees not to solicit any employee or independent contractor of GTC on behalf of itself or any other person, business enterprise or company, nor shall induce any employee or independent contractor associated with GTC to terminate or breach an employment, contractual or other relationship with GTC.
12. DISPUTE RESOLUTION
12.1. The Client and GTC will make a good faith effort to resolve any disputes relating to the service provision prior to commencing legal action. These efforts may include an offer to arrange executive-level discussions or submit the dispute to non-binding mediation. This obligation shall not apply if (i) the Client or GTC considers the immediate commencement of a legal action for an injunction necessary to protect its interests (e.g., to protect against the improper use or disclosure of its confidential information).
13. FORCE MAJEURE
13.1. We are not liable for any delays or failure in performance of our obligations due to circumstances beyond our control, including but not limited to natural disasters, acts of government, strikes, or failure of third-party providers.
14. GOVERNING LAW AND JURISDICTION
14.1. The contractual relationship between the Client and GTC, all issues and questions concerning it, and all claims or causes of action that may be based upon, arising out of, related to, or in connection with the respective contract shall be governed by and enforced in accordance with the laws of Germany, without giving effect to the principles of conflict of laws thereof.
14.2. The courts of Germany shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising out of or in connection with the service provision, thus the Client and GTC irrevocably and unconditionally submit to the jurisdiction of the German courts.
15. AMENDMENTS TO THESE TERMS
15.1. We reserve the right to modify or update these Terms at any time.
15.2. Any material changes will be communicated to the Client and updated on our website. Continued use of our services after such modifications indicates acceptance of the new terms.
16. CONTACT INFORMATION
16.1. If you have any questions or concerns about these Terms or wish to discuss the terms of your consultancy agreement, please contact us at:
Global Telco Consult GmbH
Eichenstr. 11
82166 Gräfelfing
Germany
Phone +49 89 78068010
E-mail: legal@globaltelcoconsult.com