Standard Terms and Conditions of Lufthansa Aviation Training GmbH (LAT) for Lufthansa Group Quality Services (LGQS) Products

Standard Terms and Conditions

1. Acceptance
Any written quote for any services will remain open for acceptance for one (1) month from the date of dispatch and thereafter will lapse unless otherwise stated in writing.

2. Agreement
These terms and conditions form an integral part of the agreement between LAT and the Client. In all cases, the completion of an application form or written acceptance of a quote is deemed to constitute confirmation of acceptance of a course or service. The services may be subject to terms and conditions laid down in a separate contract between LAT and the Client. Should no such contract exist, the terms and conditions of service defined in these Standard Terms and Conditions shall apply.

3. Payment
(a) All major credit/debit cards and bank transfers are acceptable methods of payment. The requested amount shall be transferred to LAT’s bank account:
Deutsche Bank Köln
Kontonummer: 168 8860 00
BLZ: 370 700 60
SWIFT/BIC: DEUTDEDK
IBAN: DE06 3707 0060 0168 8860 00

(b) Payment for any service is due 30 days prior to the beginning of the event or upon invoice receipt (e.g. in-house training course fees, audit fee, or any other service fees), unless otherwise agreed in writing in the quotation. The payment for variable costs (e.g. travel costs, hotel costs, visa costs, local transportation), if applicable, will be invoiced separately after the conduct of the project.

(c) All charges and fees quoted are net of value added tax (VAT) or any other sales or withholding tax and are payable in the currency quoted.

(d) All products and reports remain the property of LAT until paid in full.

(e) Payments must be made without any set-off or counterclaim. If the Client is required by law to deduct or withhold any amounts from any payment hereunder, it shall do so and the sum due from the Client in respect of such payment will be increased to the extent necessary to ensure that, after deducting or withholding any such amounts, LAT receives and retains (free of any liability in respect of any such amounts deducted or withheld) a net sum equal to the sum it would have received and retained had no deduction or withholding been required. The Client shall provide to LAT a withholding tax certificate documenting the payment to the relevant governmental authority.

4. Tax Policy
Compensation according to this Agreement is net (i.e., exclusive) of any applicable indirect taxes. The recipient of services is responsible for the declaration and payment of all relevant taxes in line with applicable local law. If Withholding Taxes or any similar taxes are to be withheld and paid to the local tax authorities, the Recipient of the services shall ensure that these taxes do not reduce the enumeration for the service provider. This is only for information, legally binding are the tax clauses in the respective agreements.

(a) Prior to the start of the service or event, LAT may consult tax advisers on local tax issues. In the event additional taxes apply under local law, which may have to be borne by LAT, LAT reserves the right to adjust the quoted price accordingly or to cancel the service or event within the first four months after the contract was signed.

(b)The tax clause under section 5 below these Standard Terms and Conditions shall apply and take precedence where applicable.

5. Language
If not otherwise stated, the official language for all written and oral communications relating to the services is English. The Client agrees to arrange and pay for local linguistic support, if required. If the Client requires an interpreter, internal staff from another department may act as an interpreter or LAT can arrange for an external interpreter. In the latter case, the costs would be charged to the Client.

6. Client's Obligations
(a) The Client shall ensure that LAT’s expert is covered under the Client’s existing liability insurance for the duration of the on-site event at the Client’s premises.

(b) During the term of the contract, the Client shall grant LAT free access to the premises and the information records as well as any other material LAT may require for the provision of the service.

(c) The Client shall secure and otherwise safeguard all property of LAT.

(d) The Client shall make available appropriate personnel to liaise with LAT.

7. LAT’s Obligations
LAT shall provide the services with reasonable care and skill to the best of its ability and with diligence and care in accordance with custom and usage in the aviation field and internationally accepted standards and practices.

8. Subcontracting & Replacements
(a) LAT is entitled to engage subcontractors without the prior consent of the Client.

(b) LAT may at its discretion replace assigned personnel, in which case, however, LAT shall notify the Client in advance.

9. Reservation and postponement of services
If the Client expresses any preference concerning specific time slots for holding an event, LAT will tentatively reserve the requested dates, but can only confirm them once the signed quote or contract has been sent to LAT’s headquarters, which must be done one (1) month prior to the planned on-site event. If the signed contract is not received in due time at LAT’s headquarters, LAT may reschedule the dates for the next available time slot.

10. Termination
A party may terminate the contract prior to the expiration of the contract term for any of the following reasons:

(a) The other party becomes insolvent, assigns all or part of its assets for the benefit of creditors, or upon the filing of any petition in bankruptcy, be it voluntary or involuntary;

(b) A petition is presented to wind-up the other party (and the petition is not discharged within seven (7) days) or to appoint an administrator;

(c) A meeting is held by the other party’s shareholders at which it is decided to wind-up that party;

(d) A receiver, administrative receiver, administrator, trustee or liquidator is appointed to dispose over all or part of the other party’s assets or;

(e) A legal person holding security takes possession of all or part of the assets or business of the other party;

(f) The other party is in material breach of its obligations under the contract and if such breach continues for more than five (5) days following the breaching party’s receipt of a written request by the non-breaching party to cure performance; or

(g) The other party fails to discharge its contractual obligations or acts to jeopardize the due and proper discharge of its contractual obligations.

A party shall promptly notify the other party in writing of the occurence of any of the events described in clause 10 which may affect it. Failure to do so shall be deemed a material breach of the contract. Upon a party's receipt of a request to cure from the other party, that party shall use its best efforts to cure the breach described in such notification within five (5) days thereof.

Termination of the contract by a party shall be without prejudice to that party's other right and remedies thereunder.

11. Force Majeure
If, due to the unforeseeable circumstances beyond the control of either party, like war or unrest, strike or lock-out, natural disasters or fire, epidemics or similar circumstances, contractual obligations (except payment obligations) of the contract parties and/or subcontractors charged with performing contracts could not be fulfilled, not on time, or otherwise not as contractually agreed, the contracting party concerned shall be released from discharging such obligation to the extent of their impact. The parties shall inform one another without delay of any cases of force majeure. If the customer is prevented from attending a training due to force majeure, he shall cancel or re-book immediately.

12. Exclusions and Limitations of Liability
LAT, its personnel and its subcontractors shall not be liable for any direct or indirect damage to, or loss of property, including aircraft, or injury to or death of or any other damage sustained by the Client, its personnel, agents or third parties, due to or in connection with or as a consequence of the performance or non-performance of work under these Standard Terms and Conditions, unless caused by willful misconduct or gross negligence of LAT's personnel and the Client shall indemnify and hold harmless LAT, its personnel and its subcontractors against any and all such claims, including costs and expenses incidental thereto. LAT is not liable for its vicarious agents in cases of gross negligence, except in cases where a material contractual obligation (cardinal obligation) has been violated. Cardinal obligations are those obligations whose fulfillment makes the proper execution of the contract possible and on which the contracting party regularly relies and can trust. This liability is limited to typical and foreseeable damages for property and financial losses. In any case LAT will not be liable for any consequential damages and its liability under this Agreement shall be limited to the amount received by LAT for services already performed in the course of the project as at the time the damage occurred.
The Client will be responsible for and insofar will indemnify and hold harmless LAT, its directors, officers employees and freelancers acting on behalf of LAT and third parties against all liabilities, damages and losses to property, costs and expenses for injury to or death of directors, officers, employees of LAT or freelancers acting on behalf of LAT or any third party, caused by gross negligence or willful misconduct of the Client, its directors, officers or employees during the term of the contract.

13. Privacy Statement
LAT is committed to protect privacy. Authorized employees within the company may use the Client’s information on a need-to-know basis only.

14. Confidentiality and Data Privacy
The parties shall treat as confidential, for an unlimited period, the existence and content of this Agreement, its Annexes, any individual contracts, and all information disclosed in connection therewith that is marked as confidential or can reasonably be understood as business or trade secrets ("Confidential Information"). Such information shall not be recorded, disclosed, or used except as necessary for the performance of this Agreement.

This obligation shall not apply to information that (i) is public or becomes public without breach of this Agreement, (ii) was already lawfully known, (iii) was independently developed, (iv) was lawfully received from a third party not bound by confidentiality, (v) is required to be disclosed by law or authority, or (vi) is shared by LAT within its affiliated companies. The parties shall ensure that their employees, agents, and representatives comply with these obligations beyond the termination of their engagement.

Personal data shall be processed solely for the purpose of the performing the agreed services (e.g. training delivery) and in accordance with applicable data protection laws, in particular the GDPR. The legal basis for processing is the performance of the contract. Personal data shall not be transferred to third countries and will only be shared within Lufthansa Aviation Training GmbH where required. Data will be retained for the duration of the contractual relationship and deleted thereafter in accordance with statutory retention periods. Data subjects have the rights under the GDPR, including access, rectification, erasure, restriction, objection, data portability, withdrawal of consent, and the right to lodge a complain with a supervisory authority.

Where required, the parties shall conclude a separate data processing agreement in accordance with GDPR requirements.

Video and audio recordings during training sessions or on LAT's premises are strictly prohibited. The Client is not authorised to upload, broadcast, post, transmit or distribute any of the course contact without prior written permission.

More details can be found at https://www.lufthansagroup-quality-services.com/privacy-policy

15. Right to information
The Client has the right to inspect and request copies of any and all of Client’s records kept by LAT, provided that LAT is given reasonable advance notice thereof. The Client is requested to retain copies of any literature issued in relation to the provision of LAT services. Where appropriate, LAT shall provide the Client with appropriate written information, handouts or copies of records as part of an agreed contract. For all further copies requested by the customer, LAT may charge a reasonable fee based on the administrative costs.
At the Client’s request, LAT will inform the Client whether LAT is storing any of the Client’s personal data and, if so, which data these are. LAT endeavors to accurately record and keep personal data up to date. However, should the Client's stored personal data nevertheless be incorrect, LAT will correct it at the Client's request. If personal data are transferred to a third country or to an international organization, the customer will be informed by LAT.

16. Data Security
LAT takes technical and organizational security measures to protect the Client’s data managed by LAT against accidental or intentional manipulation, loss, destruction or access by unauthorized persons. LAT’s security measures are continuously improved in line with technological developments. Data processing and transmission are performed using the SSL procedure (Secure Socket Layer). With e-mail communications, 100% data security cannot be guaranteed. LAT therefore encourages the Client to send confidential information by conventional mail. If LAT receives an e-mail from the Client, LAT assumes that LAT is authorized to reply by email.

17. Intellectual Property
(a) Unless specifically stated otherwise, title in all intellectual property rights, including copyright, shall vest in and remain the property of LAT.

(b) The Client shall have a perpetual non-exclusive, royalty- free license to use LAT's training course material but only for its own internal use (and not for resale) unless otherwise agreed in writing by LAT and subject to payment of any outstanding fees and expenses.

(c) The LGQS company logo is a registered trademark in Germany and other countries. The brand names and specific services of LGQS featured on the website are trademarked. Prior to the use of LGQS' name, brand or logo in any publication or official statement, formal written permission from LAT is required.

(d) LAT makes every endeavor to ensure the accuracy of its training content but it does not accept liability for any errors or omissions.

18. Links to this website
The Client may not create a link to any page of this website without LAT’s prior written consent. If the Client does create a link to a page of this website, the Client does so at its own risk, and the exclusions and limitations set out above will apply to the Client’s use of this website by linking to it.

19. Links from this website
LAT does not monitor or review the content of other parties’ websites which are linked to from this website. Opinions expressed or material appearing on such websites is not necessarily shared or endorsed by LAT, which should not be regarded as the publisher of such opinions or material. Please note that LAT is not responsible for the privacy practices, or content, of these sites. LAT encourages LAT’s Clients to be aware when leaving LAT’s site and to read the privacy statements of these sites. The Client should evaluate the security and trustworthiness of any other site which is connected to this site or which the Client accesses through this site himself before disclosing any personal information to any such site. LAT will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from the Client’s disclosure of personal information to third parties.

20. Jurisdiction and Governing Law
The Agreement, including its Annexes and individual contracts shall be subject to the law of the Federal Republic of Germany, ousting international private law and the UN Convention on Contracts for the International Sale of Goods (CISG). The venue for any legal disputes under or in connection with these agreements, their coming about, efficacy or ending shall be Frankfurt/ Main, Germany.

21. Written form
The conclusion of this contract, as well as its amendments, supplements, and all ancillary agreements, must be designated as such and require written form. This also applies to the waiver of the requirement for written form itself. An advanced electronic signature meets the written form requirement. An advanced electronic signature exists if it meets the follow criteria:

It is uniquely linked to the signatory
It enables the identification of the signatory
It is created using electronic signature creation data that the signatory can use under their sole control with a high level of confidence
It is so linked to the data signed in this way that any subsequent alteration of the data can be detected.

22. Discrepancies
If there are any discrepancies between these Standard Terms and Conditions and any additional written agreement, the terms of the additional agreement shall prevail.

23. Notification of Changes
LAT reserves the right to change these Terms and Conditions from time to time as sole discretion and the Client’s continued use of the site will signify the Client’s acceptance of any amendment thereto. The change of the essential contract components (essentialia negotii) is limited to clarification, and the change of the incidental points of the contract (accidentialia negotii) is an addition. If there are any changes to the privacy policy as applicable to the Client, LAT will announce that these changes have been made on LAT’s homepage and on other key pages on LAT's site. If there are any changes in the way LAT uses LAT’s site or the Client’s Personally Identifiable Information, those affected by such change will be notified by e-mail or conventional mail. Any changes to LAT’ privacy policy will be posted on LAT’s website 30 days prior to these changes taking place. The Client is therefore advised to re-read this statement on a regular basis.

24. Exclusivity
LAT provides its services based on its Standard Terms and Conditions. The customer's Standard Terms and Conditions do not apply, even if LAT has not expressly objected to them. Acceptance of the services by the customer is considered as acknowledgment of LAT's Standard Terms and Conditions with a waiver of the customer's Standard Terms and Conditions. Other conditions are only binding if LAT has acknowledged them in writing; LAT's Standard Terms and Conditions shall then apply in addition.

25. Severability
If any part, term, or provision of this Agreement is held to be illegal, unenforceable, or in conflict with any law of a government having jurisdiction over this Agreement, the validity of the remaining portions or provisions of the Agreement shall not be affected thereby and shall remain in force.

26. Survivorship
Any rights existing upon termination or expiration of this Agreement, including but not limited to provisions relating to nondisclosure, representations and warranties, indemnity, intellectual property and confidential information, shall all survive the termination or expiration of this Agreement, as shall any other provision of this Agreement which expressly or by its nature is intended to survive the termination or expiration of the Agreement.

Special Terms and Conditions for Audits

1. Audit program
The audit shall be conducted according to agreed audit processes and procedures as agreed by the parties to the contract.

2. LAT’s obligations
LAT shall ensure that the Client is appropriately informed when the audit objectives are not attainable. Weaknesses and areas of improvement are determined based on a comparison with defined criteria. Findings will be generated against defined criteria based on objective evidence. Once the consulting services have been completed, the Client will be provided with a written report. This report shall be deemed legally accepted if it is not rejected within one week in writing by the Client. With regard to all information, data, documents, etc. made available to LAT by the Client, LAT assumes these to be correct and is not obliged to verify them. Consequently LAT is not responsible for any incorrect results in relation to the consulting service performed for the Client as far as these results are due to incorrect data material furnished by the Client.
Gap Analysis: Due to circumstances beyond LAT's control, LAT makes at no point claims, promises or guarantees about the completeness of the identification of potential non-conformities. The analysis only represents a snap-shot of answers, documents, records etc. presented to LAT at a specific point in time.

3. Client’s Obligations
It is the Client’s responsibility to submit to LAT at the beginning of its services without undue delay and free of charge all information, documents, data etc. that LAT deems necessary for the performance of such services. The same applies to all information, documents and data produced or obtained by the Client during the course of the projects.

4. Modifications of contractual performances
If in the course of the project LAT becomes aware of the fact that it is necessary or advisable to modify the contractual performances, the parties will come to an agreement regarding such modifications. LAT will submit a written proposal concerning the suggested alterations. If the Client fails to substantiate in writing any possible misgivings it may have and propose economically equivalent alternatives within 14 days of receipt of LAT’s proposal, LAT’s proposal shall be deemed approved by the Client.

5. Additional man-days
The amount of additional man-days should be agreed via e-mail with LAT’s headquarters. In this case this Agreement will be extended automatically for the agreed additional man-days. The fee as mentioned under variable costs “Auditor day” according to the quote will apply.

6. Audit dates
The event must be scheduled at least 30 days prior to the start date of that event. The quote is subject to availability of auditors for the desired dates.

7. Term of validity
This Agreement shall enter into force upon signing by both parties and shall remain valid until the service has been rendered in full. It may be terminated by either party for good cause only subject to written notice. Failure to pay LAT in due time shall constitute good cause to terminate this Agreement immediately, without further responsibility.
In this case LAT will receive from the Client the remuneration for services already rendered until the date of receipt of the written notice, and in addition 10% of the remaining contract fee. The Client is further obligated to reimburse all expenses incurred by LAT in the performance of its obligations under this Agreement, in particular but not limited to costs related to the return of LAT's experts, fees of subcontractors and verifiable expenses.

Special Terms and Conditions for Training Courses

Booking a Training Course
To book an AQS course the Client must submit an online registration. By doing so, the Client accepts these terms and conditions as stipulated and binding; and confirms attending the AQS course (subject to availability). AQS will confirm receipt of Client’s booking in writing.
Course fee
All fees on the AQS website are current at the time of booking. However, AQS reserves the right to change them. The course fee confirmed in writing by AQS in accordance with clause 1 above (Booking a Training Course) shall be binding.
In any event, AQS reserves the right to refuse admission to the training course and facilities if payment has not been received prior to the start.
Fees for public training courses cover course materials, refreshments, examination and evidence of qualification (certificate) upon successful completion or a certificate of attendance and exclude all other meals, accommodation and transportation.
Fees for in-house training courses cover the instructor, course materials, examination and evidence of qualification (certificate) upon successful completion or a certificate of attendance and exclude training facilities (e.g. training room and equipment), meals, refreshments, accommodation and transportation unless otherwise stated.
The fees are stated in Euros.
Payment of Course Fees & AQS’ Rights
1. Payment of a booking for a public training course is due immediately following the online registration. Course fees can be settled either online at the end of the registration process or via bank transfer upon receipt of the invoice.
2. The invoice will be sent electronically by e-mail.
3. AQS reserves the right to cancel the booked seat or give it to another participant if fees are not paid on time.
Course dates
In-house training courses shall be scheduled at least three weeks prior to the beginning of the training course. The quote is subject to availability of trainers for the desired dates.
Course material
AQS will provide the training course material in English for public training courses. Generally, the training course material for in-house training sessions is in English as well, unless otherwise stated in the quote. The training course material for public and in-house training courses will be provided either in electronic format, unless otherwise agreed in writing.
For in-house training courses, it is the Client’s responsibility to advise AQS should they require any form of customization for their training, e.g. specific case studies, etc. Otherwise, the course will be delivered in line with the standard syllabus.
Rescheduling Training Course Bookings
1. Once booked, a training course may be rescheduled to a later or earlier training date within the same calendar year one time only for no extra charge. However, the Client shall provide a specific reason for such rescheduling. This notice needs to be given at least 21 calendar days prior to the commencement of the training course.
2. If the Client fails to attend the rescheduled training course, the course fee shall not be subject to refund or if not paid, remains payable in full.
3. AQS will charge the Client in case of any additional costs arising as a result of rescheduling (e.g. rebooking or cancellation fee for flights or accommodation, etc.).
Cancellation
1. AQS reserves the right to cancel the event at any time and if good cause exists, such as e.g. an event of force majeure occurs or the minimum number of participants for an AQS public training course could not be obtained.
2. In case of a cancellation, AQS will notify the Client in writing (e-mail or by other means) or by phone about two weeks prior to the training event and the paid course fee will be refunded to the Client.
3. AQS is not liable for any expenses incurred by the Client if a course is cancelled for good cause.
4. Notice of cancellation by the Client must be received by AQS in writing at least 21 calendar days prior to the commencement of the training course (e-mail is an acceptable means for such a notification). Alternatively, someone else can attend in the Client’s place without incurring any extra cost.
5. If no replacement for a public training course is available, the following cancellation conditions shall apply for public events:
  - Cancellation is free of charge until 21 calendar days prior to the commencement of the training course.
  - 50% of the training course fee will be charged in case of cancellation less than 21 days prior to the commencement of the course.
  - The whole amount will be due on cancellation less than 7 days prior to the commencement of the training course or in the case of no-shows.
  - Additionally, all cancellations of training courses paid by credit card will incur a charge of 4% of the course fee in order to cover the credit card transfer expenses.
6. For in-house events at the Client’s premises the whole amount shall be due with immediate effect if the Client cancels the event after the contract has been signed.
Changes to the training course
AQS’ training courses are constantly updated and improved and AQS reserves the right to alter any of the courses’ content, the venue or the assigned trainer without prior notice.
In-house training course
The Client shall provide AQS with such cooperation, assistance and facilities, as AQS reasonably requires for the execution of the training event. The Client shall ensure that, as a minimum requirement, the training facilities are kept at a comfortable temperature, have sufficient lighting and ventilation and are equipped with:
1. Marker board or flip charts and writing implements
2. Projector and screen
3. Classroom or teaching space with desks/writing surfaces
4. Adequate toilet facilities
The Client shall preferably provide free Internet access at the facilities during the training.
Remote Training
Our standard terms and conditions for classroom training also apply for remote training. In case public classroom training is converted to remote training, participants will be informed ahead of time to verify their attendance. Verbal confirmation is sufficient to transfer the registration from classroom training to the remote session.

You accept and acknowledge that Aviation Quality Services GmbH cannot be held responsible for any delay or disruptions to your access to the remote training as a result of such suspension of any of the following:
- the operation of the internet and the world wide web, including but not limited to viruses;
- any firewall restrictions that have been placed on your network or the computer you are using to access the course;
- failures of telecommunications links and equipment; or
- updated browser issues.
If Aviation Quality Services GmbH is responsible for extreme technical difficulties arising throughout the training, we will reschedule up to one day to cover the material affected by this.
Training Incentive
All offered aviation training incentives are subject to the availability of the courses in our training portfolio. The incentives will be granted as soon as the audit agreement has been signed, or as stated otherwise. Kindly note that they are not refundable or exchangeable and not combinable with other discounts. The training incentives expire within one year of signing the audit agreement unless stated otherwise, and must be used at your discretion. It is the Client’s responsibility to advise AQS when they would like to redeem any incentive.
Modifications of contractual performances
If in the course of the project AQS becomes aware of the fact that it is necessary or advisable to modify the contractual performances, the parties will come to an agreement regarding such modifications. AQS will submit a written proposal concerning the suggested alterations. If the Client fails to substantiate in writing any possible misgivings it may have and propose economically equivalent alternatives within 14 days of receipt of AQS’ proposal, AQS’ proposal shall be deemed approved by the Client.
Venues
AQS does not accept any responsibility for the loss of or damage to personal property at the venue unless caused by willful misconduct or gross negligence on the part of AQS staff or subcontractors.
Client’s Obligations
It is the Client’s responsibility to submit to AQS at the beginning of its services without undue delay and free of charge all information, documents, data etc. that AQS deems necessary for the performance of such services. The same applies to all information, documents and data produced or obtained by the Client during the course of the projects.
AQS Quality Card
Clients who have completed one of AQS’ open training courses for the first time, automatically qualify for the AQS Quality Card. Holder of the cards receive a 10% discount for every registration to our public AQS training courses. The card bears the client’s name and an individual discount code. Every time the client books a training course online, the discount code can be entered into the booking form, with which the client will receive the 10% discount. The client's name and discount code are stored to identify them as an individual and grant access to the special rate. The card holder may withdraw from the loyalty program at any time at no cost by sending an e-mail to contact@AQS.email. AQS reserves the right to resign this special offer at any time without specification of any reasons.
Prohibition of Recording and Transmission
You are not authorised to:
- record on video or audio tape, relay by videophone or other means the online course for any commercial or private purposes
- upload, broadcast, post, transmit or distribute any of the course content without prior written permission.

Special Terms and Conditions for any other Services

Audit program
The event shall be conducted according to agreed processes and procedures as agreed by the parties to the contract.
AQS’ obligations
AQS shall ensure that the Client is appropriately informed when the consulting objectives are not attainable. Weaknesses and areas of improvement are determined based on a comparison against specific regulations and the results are based on objective evidence discovered during the consulting. Once the consulting services have been completed, the Client will be provided with a written report. This report shall be deemed legally accepted if it is not rejected within one week in writing by the Client. With regard to all information, data, documents, etc. made available to AQS by the Client, AQS assumes these to be correct and is not obliged to verify them. Consequently AQS is not responsible for any incorrect results in relation to the consulting service performed for the Client as far as these results are due to incorrect data material furnished by the Client.
Gap Analysis: Due to circumstances beyond AQS' control, AQS makes at no point claims, promises or guarantees about the completeness of the identification of potential non-conformities. The analysis only represents a snap-shot of answers, documents, records etc. presented to AQS at a specific point in time.
Client’s Obligations
It is the Client’s responsibility to submit to AQS at the beginning of its services without undue delay and free of charge all information, documents, data etc. that AQS deems necessary for the performance of such services. The same applies to all information, documents and data produced or obtained by the Client during the course of the projects.
Modifications of contractual performances
If in the course of the project AQS becomes aware of the fact that it is necessary or advisable to modify the contractual performances, the parties will come to an agreement regarding such modifications. AQS will submit a written proposal concerning the suggested alterations. If the Client fails to substantiate in writing any possible misgivings it may have and propose economically equivalent alternatives within 14 days of receipt of AQS’ proposal, AQS’ proposal shall be approved by the Client.
Additional man-days
The amount of additional man-days should be agreed via e-mail with AQS headquarters. In this case this Agreement will be extended automatically for the agreed additional man-days. The fee as mentioned under variable costs “Auditor day” according to the quote will apply.
Consulting dates
The event must be scheduled at least 30 days prior to the start date of the event. The quote is subject to availability of auditors for the desired dates.
Term of validity
This Agreement shall enter into force upon signing by both parties and shall remain valid until the service has been rendered in full.
It may be terminated by either party for good cause only subject to written notice. Failure to pay AQS in due time shall constitute good cause to terminate this Agreement immediately, without further responsibility.
In this case AQS will receive from the Client the remuneration for services already rendered until the date of receipt of the written notice, and in addition 10% of the remaining contract fee. This compensation is to be assessed lower or higher if the client proves that significantly less or no damage has occurred, or if AQS proves a significantly higher damage. The Client is further obligated to reimburse all expenses incurred by AQS in the performance of its obligations under this Agreement, in particular but not limited to costs related to the return of AQS experts, fees of subcontractors and orders placed.

Tax clause for any service contract – AQS as service provider

Definitions and Abbreviations
1. Excluded Taxes
  (a) Taxes based on income, capital gains, net worth or property payable by AQS to any tax authority in Germany due to AQS’ business in Germany; or (b) Taxes for which AQS becomes liable by reason of its willful misconduct or gross negligence.
2. Taxes
  Any and all present and future taxes, duties, withholdings, levies, assessments, imposts, fees and other governmental charges of all kinds (including without limitation, any value added or similar tax and any stamp, documentary, registration or similar tax) and any amount treated as such whenever created or imposed and whether of the government of Germany or elsewhere and whether imposed by a local, municipal, governmental, state, federal or other body and will include, without limitation, all fines, penalties, costs, charges and expenses payable in connection with any failure to pay or delay in paying same (except and to the extent that any such fines, penalties, costs, charges and expenses arise as a result of acts or omissions or delay of AQS) but not “Excluded Taxes”, and references to "Taxes" will be construed accordingly.
3. Value Added Tax
  Sales tax or value added tax on any goods and services, sales or turnover tax, customs duties, imposition or levy of a similar nature including, without limitation, value added tax payable under the German VAT Act of 1993 as amended or supplemented from time to time.
Taxes
1. All prices under this Agreement are net of any Value Added Tax or similar tax on value or turnover payable in respect thereof, which tax, if any, will be payable by Client in addition thereto and at the same time. Subject to this clause 2.1, all payments made by the Client under this Agreement shall be gross amounts, without any tax deductions or withholdings of a similar nature.
2. Payments must be made without any set off or counter claim. If the Client is required by law to deduct or withhold any amounts from any payment hereunder, it shall do so and the sum due from the Client in respect of such payment will be increased to the extent necessary to ensure that, after deducting or withholding any such amounts, AQS receives and retains (free of any liability in respect of any such amounts deducted or withheld) a net sum equal to the sum it would have received and retained had no deduction or withholding been required. The Client shall provide to AQS a withholding tax certificate documenting the payment to the relevant governmental authority.
3. AQS shall be responsible for Excluded Taxes. The Client shall assume full responsibility for and indemnify and hold harmless AQS on AQS’ demand against any and all Taxes and customs duties of any nature whatsoever which may arise from this Agreement and the transaction, acts, events and circumstances envisaged thereby and with respect to receipts of AQS hereunder. In the event any such Taxes or customs duties are recoverable, AQS shall use reasonable efforts to recover such Taxes or customs duties paid.

These Terms and Conditions form an integral part of the Agreement between the Client and AQS. By accessing AQS’ website and/or booking a course or entering into a contract for services, the Client indicates that it understands and accepts these Standard and Special Terms and Conditions and the Disclaimer Notice contained herein. The Client’s statutory consumer rights shall remain unaffected.

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Standard Terms and Conditions of Lufthansa Aviation Training GmbH (LAT) for Lufthansa Group Quality Services (LGQS) Products