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General Terms and Conditions

General Terms and Conditions of EUTAS - European Transformation Association. These Terms and Conditions apply to both EUTAS EWIV and to its affiliate, the EUTAS Operations GmbH i.G.

The European Transformation Association (hereafter "EUTAS") operates a platform (hereafter "platform") at www.eutas-connect.com to provide coaches, trainers and consultants (hereafter "provider") to companies and private individuals (hereafter "client").

These General Terms and Conditions (hereafter "GTC") are provided hereafter for

Clients (I.)
Providers (II. )
General Regulations and Conditions (III.)


I. Contracts With Clients

These GTC apply to the following business relationships, specified further hereafter, between EUTAS and the client. General Terms and Conditions of the client shall not apply.

1. How does the platform work?

1.1 Clients use the platform to find a provider who fulfills the requirements defined by the client. If EUTAS receives a search request from a client for a provider, EUTAS will decide at its discretion whether EUTAS wants to introduce the client to one or several providers. EUTAS is not required to do so. EUTAS uses its own database and third-party databases to select providers EUTAS believes to be suitable for the client.

1.2 Through a dialog with the client, EUTAS will prepare a first order declaration in the form of a reflection paper that EUTAS will submit to the client together with a profile of the provider(s) for presentation and informative purposes. The client will decide whether he will contact one or several providers suggested by EUTAS and negotiate the conclusion of a contract for a consulting project (hereafter "consulting contract").

1.3 The consulting contract will be concluded between the client and the provider. EUTAS will not participate in the consulting contract. The client and the provider are free to prepare the consulting contract at their discretion. However, every provider introduced to the client through EUTAS agreed to personally provide consultation to the client in accordance with customary industry quality standards. Nonetheless, EUTAS does not guarantee the conclusion of a consulting contract between the client and the provider.

2. EUTAS' services are free for clients

2.1 If a consulting contract is concluded between the client and the provider, EUTAS shall receive a commission from the provider.

2.2 To allow EUTAS to invoice the commission to the provider correctly, EUTAS requires the following information about the consulting contract from the client:

  • Commencement, end and duration of the consulting order
  • Payments owed by the client to the provider (hourly/daily rate or fixed fee)

The client can document and confirm this information in his member area. The client must report this information to EUTAS within 14 days of the performance of the consulting services under the consulting contract, though, at the latest, 14 days after the receipt of the provider's invoice for the consulting services under the consulting contract.

2.3 Should the client and provider wish to make changes to the consulting contract that will affect the duration of the consulting project and/or payments, the client must also notify EUTAS by email or via the member area within 14 days of the contractual changes though, at the latest, 14 days after the receipt of the provider's invoice for the consulting services under the consulting contract. The provider is subject to the same information obligations to ensure that EUTAS always receives accurate and complete information for calculating commissions.

2.4 If the client commissions a provider suggested by EUTAS at a later date outside of the platform, the client must notify EUTAS by email or via the member area within 14 days. See also I. No. 4.

2.5 If the provider is party to professional secrecy in the sense of Section 203 of the German Criminal Code [Strafgesetzbuch, StGB], the client must release the provider from his confidentiality obligations to EUTAS to authorize the provider to disclose the information required under I. No. 2.2, I. No. 2.3 and I No. 2.4 to EUTAS. The client must also issue the declaration required under data protection law for the transfer of the information under I. No. 2.2, I. No. 2.3 and I No. 2.4 to EUTAS.

3. What quality requirements does EUTAS have for providers?

The satisfaction of its clients is important to EUTAS. EUTAS therefore regularly reviews whether information provided by providers on their profiles is accurate. Providers who make inaccurate statements on their profiles will no longer be considered by EUTAS for client requests.

4. What rules apply to subsequent orders?

4.1 EUTAS is happy if clients and providers continue to cooperate after their consulting contract ends. If such cooperation is not established through another request of the client via the platform, but if the provider and the client instead agree to continue their cooperation without involvement by EUTAS (hereafter "subsequent order"), EUTAS shall also receive a commission from the provider for such subsequent orders.

4.2 The client must therefore also notify EUTAS by email about the conclusion of subsequent orders, including the information under I. No. 2.2 and I. No. 2.3, within 14 days of the performance of the last consulting order under the respective subsequent order, though, at the latest, 14 days after the receipt of the provider's invoice for the consulting services under the respective subsequent order.

4.3 If a third party concludes a consulting contract with the provider on the basis of documents and information the client received from EUTAS, EUTAS shall also receive a commission from the provider.

5. When is EUTAS liable?

5.1 EUTAS provides no guarantees and is not liable for the actual qualifications or suitability of a provider. EUTAS shall only be liable to the client for damages due to the brokerage activities or use of the platform for reasonably foreseeable damages typical to the contract.

5.2 Insofar as legally permissible, EUTAS, its providers and additional suppliers shall not provide express or implicit guarantees for the platform. The platform is provided "as is." Furthermore, we reject any guarantees for market customariness, suitability for certain purposes and non-infringement of rights.

5.3 These liability exclusions and limitations towards you do not apply if they are in violation of applicable laws, e.g., in case of fraud or fraudulent misrepresentation in the providing of the platform by EUTAS. In countries that do not permit the following types of liability exclusions, we shall only be liable to you for losses and damages resulting from reasonably foreseeable insufficient diligence and competence or due to contractual violations by us. This regulation has no effect on consumer rights that cannot be waived or limited by contracts or agreements.

In countries in which liability exclusions or limitations are permitted, EUTAS, its providers and additional distributors shall not be liable for:

(a) Indirect, special and random damages, actual damage claims, compensation serving as a penalty or for subsequent damages
(b) Downtime, data loss or lost business or earnings, irrespective of the legal basis

This liability exclusion or limitation also applies if EUTAS is notified about the possibility of such damages.

If you use this platform for trade, economic or resale purposes of any kind, EUTAS and its providers and distribution partners will not be liable to you for lost earnings, lost business, business disruptions or missed business opportunities. EUTAS is not liable for the conduct of users of the platform, whether online or offline.

5.4 The above-stated liability limitations do not apply to damages due to injuries to life, limb or health resulting from intentional or negligent breaches of duty by EUTAS or by another legal representative or vicarious agent of EUTAS. Furthermore, the above-stated liability limitations also do not apply to other damages due to intent or gross negligence.

6. Consultation needs confidentiality

A consulting project can only succeed on a basis of confidentiality. EUTAS therefore commits itself to the client to maintain confidentiality over contents of consulting contracts and subsequent orders of which EUTAS learns.
The client must also treat any information and profiles provided by EUTAS confidentiality and may not make according disclosures to third parties without EUTAS' permission.

7. Data protection is important to EUTAS

7.1 EUTAS collects, processes and uses personal and company-related data of the client for the fulfillment and execution of the contractual relationship between EUTAS and the client.

7.2 In addition, EUTAS uses personal and company-related data of the client, to inform the client about offers and services of EUTAS. The client may object to the collection, processing and use of his personal data for advertising purposes at any time. EUTAS will inform the client about this right to object every time EUTAS contacts the client for advertising purposes.

7.3 By using the platform, the client agrees to allow EUTAS to use the business name and logo of the client as a reference. The client may object to the collection, processing and use of his business name and logo at any time.

7.4 The client may object to the use of his data under I. No.7.2 and I. No.7.3 at any time by emailing privacy@eutas.org.

7.5 EUTAS enables clients to transmit their personal data to providers in whole or in part and to revoke access to their data. Such data is transmitted at one's own risk.

7.6 EUTAS' separate privacy policy will explain this Subsection 7 in detail.

8. EUTAS database

8.1 EUTAS can offer the client to use EUTAS' database (hereafter "EUTAS database") to evaluate the provider with whom the client concluded a consulting contract. By submitting such an evaluation, the client agrees that the evaluation may be viewed by any authorized party on the platform. The client will be informed about the publication of his evaluation on the platform for authorized platform users when submitting his evaluation.

8.2 The client is not entitled to publication of his evaluation on the EUTAS database. Likewise, EUTAS may suspend the EUTAS database or remove the client's evaluation from the EUTAS database at any time.

8.3 The client may not publish unlawful evaluations through the EUTAS database. If the client receives access data for use of the EUTAS database, he must keep this data secret and protect it from unauthorized access.

8.4 If the client would like to have his evaluation removed from the EUTAS database, EUTAS will remove the client's evaluation from the EUTAS database following an according notice by the client via email.

9. What law governs these GTC?

These GTC are subject to the law of the Federal Republic of Germany under exclusion of any conflict of laws of the Federal Republic of Germany.

10. What is the place of jurisdiction in case of disputes in relation to the business relationship between EUTAS and the client?

If the client is a merchant or does not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes in relation to these GTC shall be Stuttgart, Germany.

11. What happens in case of invalid or incomplete GTC?

Should one or several regulations of these GTC be fully or partially invalid or unenforceable, this will not affect the validity of the remaining regulations of these GTC. In such cases, the invalid or unenforceable regulation will be replaced by a regulation that most closely approximates the desired aims pursed by the contract parties. This also applies to any regulatory gaps.


II. Contracts With Providers

These GTC apply to the following business relationships, specified further hereafter, between EUTAS and the provider. General terms and conditions of the provider shall not apply.

1. How does the platform work?

1.1 Clients use the platform to find a provider who fulfills the requirements defined by the client. EUTAS brokers the contact between the client and the provider. For this, EUTAS uses its own database and third-party databases to select providers EUTAS believes to be suitable for the client. The client will decide whether he will contact one or several providers suggested by EUTAS and negotiate the conclusion of a contract for coaching, training or consulting services (hereafter "consulting contract").

1.2 The consulting contract will be concluded between the client and the provider. EUTAS will not participate in the consulting contract. The client and the provider are free to prepare the consulting contract at their discretion. However, the provider is required to perform the consulting service for the client personally, diligently and in accordance with the EUTAS Code of Ethics and customary industry quality standards.

2. What are contractual relationships between providers and EUTAS like?

2.1 EUTAS will only suggest a provider to the client if the provider granted his prior written consent to EUTAS. By granting this consent, a brokerage contract will be established between EUTAS and the provider. EUTAS does not guarantee the conclusion of a consulting contract between the client and the provider. The brokerage contract only requires EUTAS to provide the provider's profile (hereafter "profile") to the client.

2.2 If a consulting contract is concluded between the provider and the client, EUTAS shall receive a commission from the provider. For more information about commission regulations, please see II. No. 6.

3. What information does EUTAS require from the provider?

3.1 EUTAS provides profile forms to the provider on the online platform. The provider must submit his profile information to EUTAS in the requested form without delay.

3.2 The provider is responsible for keeping his profile information up to date and must maintain his profile.

4. What information on the provider does EUTAS provide to the client?

The client receives the profile from EUTAS. If EUTAS already received evaluations of the provider from other clients, EUTAS may also transfer these evaluations to the client. EUTAS will provide no additional information about the provider to the client, unless this information can be retrieved from publicly accessible sources.

5. What quality requirements does EUTAS have for providers?

The satisfaction of its clients is important to EUTAS. EUTAS therefore regularly reviews whether information available on providers profiles is accurate. Providers who make inaccurate statements on their profiles will not be considered (any longer) by EUTAS for client requests. In addition, in accordance with Art. 5(1) lit. d of the General Data Protection Regulation, EUTAS will remove inaccurate information from the platform provided in personal data or contact details.

6. What commission does EUTAS receive from the provider for brokering the consulting contract and for subsequent orders?

6.1 The provider must pay a commission to EUTAS for the net amount (incl. conception, preparation and subsequent work, but excluding expenses, e.g., travel costs) he receives from the client under the consulting contract. The provider agrees to the commission rules when joining and registering on the platform on the basis of the defined EUTAS service structure.

6.2 EUTAS is happy if clients and providers continue to cooperate after their consulting contract ends. If further cooperation is established through another request by the client via the platform, the provider shall owe the commission under No. 6.1. If further cooperation is not established through another request of the client via the platform, but if the provider and the client instead agree to continue their cooperation without involvement by EUTAS, this shall be referred to as a "subsequent order." Subsequent orders are expressly covered by the brokerage contract. The provider must pay a commission to EUTAS of 19% (plus VAT) for the net amount (incl. conception, preparation and subsequent work, but excluding expenses, e.g., travel costs) the provider receives from the client for subsequent orders. EUTAS knows that long-term contractual relationships between the provider and the client are primarily accomplishments of the provider. Therefore, the provider's commission obligations for subsequent orders shall end after commissions are paid for 50 consulting days (one consulting day = eight consulting hours) for subsequent orders.

6.3 The provider must notify EUTAS about the conclusion of a consulting contract with the client. The provider must notify EUTAS, at the latest, within 14 days after the provider submits an invoice (incl. partial invoices and invoices on account) to the client for the consulting contract or subsequent order. The following information must be included:

  • Commencement, end and duration of the consulting order
  • Payments owed by the client to the provider (hourly/daily rate or fixed fee)

EUTAS has the right to examine consulting contracts and any subsequent orders on its request. The commission will become due upon the conclusion of the consulting contract between the provider and the client. Directly after project commencement, EUTAS will send a partial invoice to the provider for 50% of the commission to be paid by the provider to EUTAS. The final invoice for the remaining 50% of the commission will be invoiced when the project ends according to the consulting contract. Invoices will become due within 14 days of the invoice date.

6.4 Should the client and the provider wish to make changes to the consulting contract or to the subsequent order that will affect the duration of the consulting project and/or payments, the client must also notify EUTAS within 10 days of the contractual changes.

6.5 If the provider is party to professional secrecy in the sense of Section 203 of the German Criminal Code, the client must release the provider from his confidentiality obligations to EUTAS to authorize the provider to disclose the information required under II. No. 6.3 and II No. 6.4 to EUTAS. The provider must also make the required legal data protection arrangements to enable him to disclose the information required under II. No. 6.3 and II No. 6.4 to EUTAS.

7. EUTAS advocates fair cooperation

7.1 Contract partners don't always perform services they committed themselves to provide. Should a provider definitively not receive the payments from a client promised in the consulting contract and if the provider notifies EUTAS about the inability to collect his payments, EUTAS is willing to contact the client to obtain the payment. If this is also unsuccessful, EUTAS will discuss ways with the provider for finding an appropriate solution for both the provider and EUTAS regarding the commission owed under II. No. 6.

7.2 EUTAS trusts the provider will submit all information required for EUTAS to accurately invoice the commissions owed under II. No. 6. If the provider fails to comply with these reporting obligations, the provider must pay an appropriate contractual penalty to be determined by EUTAS or, in case of dispute, by the competent court to EUTAS. Furthermore, in case of future client requests, EUTAS will not consider providers (any longer) who fail to fulfill their reporting obligations.

8. When is EUTAS liable?

8.1. EUTAS shall only be liable for reasonably foreseeable damages typical to the brokerage contract.

8.2 Insofar as legally permissible, EUTAS, its provider and additional suppliers shall not provide express or implicit guarantees for the platform. The platform is provided "as is." Furthermore, we reject any guarantees for market customariness, suitability for certain purposes and non-infringement of rights.

8.3 These liability exclusions and limitations towards you do not apply if they are in violation of applicable laws, e.g., in case of fraud or fraudulent misrepresentation in the providing of the platform by EUTAS. In countries that do not permit the following types of liability exclusions, we shall only be liable to you for losses and damages resulting from reasonably foreseeable insufficient diligence and competence or due to contractual violations by us. This regulation has no effect on consumer rights that cannot be waived or limited by contracts or agreements.

In countries in which liability exclusions or limitations are permitted, EUTAS, its providers and additional distributors shall not be liable for:

(a) Indirect, special and random damages, actual damage claims, compensation serving as a penalty or for subsequent damages
(b) Downtime, data loss or lost business or earnings, irrespective of the legal basis

This liability exclusion or limitation also applies if EUTAS is notified about the possibility of such damages.

If you use this platform for trade, economic or resale purposes of any kind, EUTAS and its providers and distribution partners will not be liable to you for lost earnings, lost business, business disruptions or missed business opportunities. EUTAS is not liable for the conduct of users of the platform, whether online or offline.

8.4. The above-stated liability limitations do not apply to damages due to injuries to life, limb or health resulting from intentional or negligent breaches of duty by EUTAS or by another legal representative or vicarious agent of EUTAS. Furthermore, the above-stated liability limitations also do not apply to other damages due to intent or gross negligence.

9. Consultation needs confidentiality

A consulting project can only succeed on a basis of confidentiality. The provider and EUTAS therefore mutually agree to maintain confidentiality over contents of consulting contracts and subsequent orders of which they learn.

10. Data protection is important to EUTAS

10.1 EUTAS collects, processes and uses personal and company-related data of the provider for the fulfillment and performance of the brokerage contract of the provider.

10.2 EUTAS provides personal data to clients in whole or in part with the provider's consent as part of the brokerage contract. Through the conclusion of the brokerage contract, the provider consents to this transfer. Such data is transmitted at one's own risk.

10.3 In addition, EUTAS uses personal and company-related data of the provider to inform the provider about offers and services of EUTAS. The provider may object to the collection, processing and use of his personal data for advertising purposes at any time. EUTAS will inform the buyer about this right to object every time EUTAS contacts the buyer for advertising purposes.

10.4 The provider may object to the use of his data under II. No.10.1 and II. No. 10.3 at any time by emailing privacy@eutas.org.

10.5EUTAS' separate privacy policy will explain this Subsection 7 in detail.

11. EUTAS database

11.1 EUTAS can offer the provider to register on EUTAS' database (hereafter "EUTAS database") with an online profile. Registration can only be completed if the provider provides all information requested by EUTAS for the EUTAS database. If the provider receives access data for use of the EUTAS database, he must keep this data secret and protect it from unauthorized access.

11.2 By submitting the information specified in No. II.11.1, the provider agrees to the following:

  • The EUTAS database may be viewed by anyone via the platform.
  • Clients with whom the provider concluded a consulting contract may publish evaluations of the provider on the EUTAS database. These evaluations may also be viewed by anyone via the platform.

11.3 The provider is not entitled to registration on the EUTAS database. Likewise, EUTAS may suspend the EUTAS database or remove the provider's online profile from the EUTAS database at any time.

11.4 The provider must ensure the accuracy of any information he provides via the EUTAS database. The provider must update his online profile without delay in case of changes to the information he provided.

11.5 If the provider would like to be removed from the EUTAS database, he may delete his online profile from the EUTAS database at any time. Any evaluations of the provider will also be removed. The provider is aware that his previous evaluations will no longer be displayed if he re-registers on the EUTAS database.

12. EUTAS accepts that there is more than one path to success

EUTAS does not demand exclusivity from providers. Every provider may therefore also use similar third-party brokerage offers for client acquisition.

13. What law governs brokerage contracts?

Brokerage contracts are subject to the law of the Federal Republic of Germany under exclusion of any conflict of laws of the Federal Republic of Germany.

14. What is the place of jurisdiction in case of disputes in relation to brokerage contracts?

If the provider is a merchant or does not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes in relation to these GTC shall be Stuttgart, Germany.

16. How can amendments or additions be made to brokerage contracts?

Amendments to brokerage contracts must be issued in written form. The same applies to any waiver of this written form requirement.

17. What happens in case of invalid or incomplete GTC?

Should one or several regulations of these GTC be fully or partially invalid or unenforceable, this will not affect the validity of the remaining regulations of these GTC. In such cases, the invalid or unenforceable regulation will be replaced by a regulation that most closely approximates the desired aims pursed by the contract parties. This also applies to any regulatory gaps.


III. General Regulations and Conditions

These GTC represent the complete agreement between you and EUTAS for the object specified herein and shall replace any previous or existing agreements on this object. These GTC do not grant rights to third parties.

1. GTC amendments

1.1 We reserve the right to revise these GTC from time to time to better reflect the following:

(a) Legal changes
(b) New legal regulations
(c) Improvements to or developments of our platform

If changes affect your use of the platform or your legal rights as a user of our platform, we will notify you prior to the date on which the changes enter into effect by sending an email to the email address associated with your account or by displaying an according message on the product. The date on which the updated GTC enter into effect will be at least 30 days after the notification date.

1.2 If you do not agree to changes, you must cancel your account before the changes come into effect. By continuing to use the platform after the changes become effective, you consent to the amended GTC.

2. Usage requirements and conditions

2.1 The user assures that he is of legal age. If the user acts on behalf of a legal person for certain applications, the user assures his authorization to act on the legal person's behalf. The user will provide the information given under this Subsection to EUTAS upon request.

EUTAS cannot technically determine with certainty whether a user registered on the EUTAS platform is actually the person the user claims to be. EUTAS therefore provides no guarantees for the actual identity of any user.

2.2 Use of the EUTAS platform requires registration for which the user must, among other things, choose a password.

The user must keep his password secret. EUTAS will not provide the password to third parties and will only use the password for the login process and will never ask the user for his password—except during the login process. For security purposes and to prevent misuse, regularly changing his password is recommended to the user. The user is exclusively responsible for saving and storing his access data (especially his password for his EUTAS membership account.

2.3 The user may only create one user profile. The user may not allow third parties to use his user profile.

2.4 You hereby declare that you will not use the EUTAS platform abusively or help others to do so. In relation to the platform, among other things, the following activities and their attempted execution are not permitted:

  • Checking, scanning or testing vulnerabilities of a system or network
  • Violating or otherwise circumventing security or authentication measures
  • Obtaining access to, manipulating or using non-public areas or parts of the platform or jointly-used areas of the platform to which you did not receive an invitation
  • Disrupting a user, host or network, e.g., by sending viruses or overloading, flooding, spamming or mail bombing part of the platform
  • Accessing or searching the platform or creating accounts for the platform other than through our publicly-available user interface, e.g., through scraping or mass creation of accounts
  • Unsolicited sending of messages, advertisements or spam
  • Sending altered, misleading or incorrect sender information, including "spoofing" and "phishing"
  • Advertising for products or services that are not yours without proper authorization
  • Publishing or releasing unlawful pornographic or indecent contents or contents that feature extreme violence
  • Approving hate or discrimination of persons or groups of persons due to their race, religion, ethnic origin, gender, gender identity, sexual orientation, disabilities or impairments
  • Breaking the law in any way, including by saving, publishing or releasing contents that are fraudulent, defamatory or misleading
  • Violating the privacy or rights of others

2.5 EUTAS is not required to prevent third parties from saving data or contents that are or were publicly available in accordance with these GTC, EUTAS' data protection conditions or the user's settings.

3. Ending usage

3.1 You may end use of our platform at any time. We reserve the right to suspend or terminate your access to the platform with prior notice if you:

(a) Violate these GTC
(b) Use these services in a manner that may present a real risk of damage or loss to us or to other users

We will ask you to cease the respective activities through the email address associated with your account and will provide you with an opportunity to export your files from our services. Should you fail to take the necessary measures following this request, your access to the services will be terminated or suspended.

3.2 In the following cases, you will be excluded from the platform without notice:

(a) Severe violations of these GTC
(b) In case of legal liability for us or impairments to our ability to provide the services to other users
(c) If we are prevented from notifying you by law


Valid: June 2018