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TERMS

1. objective

  1. 1.1.These General Terms and Conditions ( hereinafter ‘’GTC’’) regulate the contract relationship between Consultinghouse A.M.C. International GmbH ( hereinafter ‘’CH’’) and the Client regarding the performance of services agreed on by the Service Agreement or Project Agreement.
    1. 1.1.1.Service Agreement shall conclude services (running, recurring, monthly) provided every month like payroll and bookkeeping services.
    2. 1.1.2.Project Agreement or Statement of Work (SoW) shall be concluded for project-based engagement (one-time) (e.g. business incorporation, change of the office address, or appointment of a new managing director).
  2. 1.2.CH provides bookkeeping and payroll services, company incorporation, and business consultation services to customers. CH and the Client are referred to together as “the Parties”, each party separately as a “Party”.
  3. 1.3.Insofar as not explicitly otherwise agreed, the GTC forms an integral part of any Service Agreement even if they are not included in the contract document. The GTC also applies to any future business agreements made between the Parties. By signing the Service agreement the Client acknowledges to have gained a knowledge of the GTC and to accept them.
  4. 1.4.General Terms and Conditions of the Client may only be applied if agreed upon in writing by Consultinghouse. This also applies if Consultinghouse provides services without expressly rejecting the General Terms and Conditions of the Client.
  5. 1.5.In the case of inconsistencies between the GTC and the specific terms agreed upon in the Service Agreement, the latter shall prevail.

2. Access to data online, Usage of the app

  1. 2.1.The client receives access to an accounting platform developed by the agent. The access is free of charge and is calculated in the monthly accounting fee. This program is crucial for the bookkeeping services.
  2. 2.2.The access will be denied should the client be behind on the payment of 2 invoices in succession. If the access is denied due to the client’s fault and due to that reason is not able to upload the necessary documents for the provision of the bookkeeping and/or payroll services, the agent shall not lose the entitlement to claim the agreed monthly fee for the bookkeeping and/or payroll services.
  3. 2.3.If the access is denied due to unpaid invoices and because of this denied access the client is not able to provide required documents for the fulfillment of the engaged services leading to potential late- and penalty fees, CH shall not be held liable for damages that occurred.
  4. 2.4.CH provides technical conditions for the publicity of programs and secures for the customer a 99,9% accessibility of the Portal of each product throughout the year. This does not include times, in which the computer (force majeure, third-party defaults, etc.), can not be reached on the Internet due to technical or other problems, which are outside the control range of CH. Planned or necessary maintenance work that can lead to downtime and was first notified as a maintenance window, is classified as available. Another part of the benefit obligation is the contractual agreed service packages and options. CH reserves the right to modify or improve the services. If services are provided for free, CH is entitled to discontinue them again without notice. A claim for reduction, reimbursement, or compensation can thus not be exercised. If there is a fundamental change in the legal or technical standards of the Internet, CH has the allowance to terminate, if it becomes for CH unreasonable, to provide their services entirely or partially within the framework of the contract.

3. Outsourcing of services

  1. 3.1.The Client agrees to outsource the services defined in the Service Agreement to other service providers. The liability of CH shall be limited in this case to careful instruction and supervision. Insofar as the Client is not entitled to a claim against CH as a result, CH shall assign the right to assert claims against the commissioned third party to the Client.

4. Scope of Services

  1. 4.1.CH provides the services which are set out in the respective Project- or Service-Agreement (hereinafter the “Services”)
  2. 4.2.CH is responsible for the provision of services which shall be carried out by CH with proper due care according to the legal requirements.
  3. 4.3.Changes to Scope of Services
    1. 4.3.1.Either Party may at any time request changes to the Services by providing a detailed description of the requested changes.
    2. 4.3.2.Where the Client requests the change, CH shall inform the Client within a reasonable time whether the requested change is feasible and what impact that change would have on, the agreed timeline and costs.
    3. 4.3.3.Where Consultinghouse requests from the Client a change of the Project Agreement, the Client shall decide about the change request within ten (10) business days. If the client does not provide any reply to the request,it is assumed that the client accepts the change request.

5. Client’s Duty to Cooperate and Communication Obligations

  1. 5.1.The Client must provide all necessary information and documents which are needed for the proper execution of the projects and/or services in good time, so CH has a reasonable processing time required to successfully perform the service or to complete the project.
  2. 5.2.The Client must provide all necessary monthly accounting documents via the online portal.
  3. 5.3.CH will use the information provided by the client, especially figures, as correct. An examination of the correctness, completeness, and regularity of the documents and numbers will only take place if this is agreed separately in the Service agreement. CH agrees only to point out obvious mistakes and errors. The Client is obliged to take note of all written and verbal communications from CH and to consult in case of doubt.
  4. 5.4.Failure to deliver all requested accounting-related documents (e.g. such as monthly receipts, bank statements, and invoices) in duly time (e.g. by the 5th of a respective month) may result in the obligation to pay any costs, such as late fees and additional service charges.
  5. 5.5.The Client is obliged to inform CH about changes of their billing address or registered office, email address, and bank details, immediately.
  6. 5.6.If the Client doesn't comply with this communication duty, and they have to represent this, the Client has to pay for the inquiry costs of the mentioned data as long as they don’t prove that the inquiry costs have not or have not arisen in the asserted height.
  7. 5.7.Furthermore, the Client must in particular comply with the following duties to cooperate:
    • Guarantee of a well-functioning project organization on the part of the client, i.e. providing the required and agreed staff resources (e.g. point of contact), ensuring adequate substitution arrangements and an escalation procedure, as well as regular participation of decision makers at the periodic project meetings.
    • Provision of a working environment as necessary and requested by Consultinghouse for the completion of the Project (e.g. access to its systems and data as required).
    • Payment of necessary licenses (e.g. systems, tools) that Consultinghouse has to procure to provide the services.
    • Assurance by the Client that all necessary intellectual property rights to the information transmitted belong to the Client and that Consultinghouse receives the rights of use for the duration and purpose of the Project Agreement.
    • Responsibility for data security, regular data storage, and data protection on its systems.
    • Compliance with any other dependencies as may be set out in a Project Agreement.

6. Deadlines

  1. 6.1.The agreed deadlines and start dates are to be understood as indicative only if they are not explicitly stated in the Service Agreement as being binding and in any event will be subject to change as agreed between the Parties in writing. Consultinghouse shall inform the Client about possible delays as soon as they become apparent to Consultinghouse.

7. Remuneration, Invoicing, and Expenses

  1. 7.1.1.The remuneration for each engaged service shall be stipulated in a Project- or Service Agreement. The set feed is fixed and net of Value Added Tax (VAT). It covers all time expenses, and usual costs in connection with the agreed service, research, and communication. As the case may be, the statutory German VAT will be added to the aforementioned fees. If not agreed otherwise in writing, CH charges an advance payment of 100% for the determined services.
  2. 7.1.2.The client can also pay for the retained services for one year in advance ( prepaid services) at a preferential service price. This will be captured by the Service Agreement to be signed between the Parties.
  3. 7.1.3.CH reserves the right to define remuneration by hourly rate in a Project- or Service Agreement.
  4. 7.1.4.The invoiced amount of fees for projects shall be paid within 10 days of receipt and without deductions, and before the start date for execution of the one-time services.
  5. 7.1.5.The invoiced amount of fees for services shall be paid within 10 days of receipt and without deductions. Bank fees shall be borne by the client. If the bank fees are being deducted from the invoiced amount, the invoice will be considered partially paid. The difference will be paid by the client.
  6. 7.1.6.If the client fails to pay the invoice within 10 days of receipt, for each day of late payment, default interest will be charged based on Section 288 Paragraph 2 of the German Civil Code (BGB).
  7. 7.1.7.Any set-off against CH claims is permitted only with claims that are undisputed or determined by a final and binding legal judgment.
  8. 7.1.8.Expenses (e.g. hotel, catering, travels by car, train, or plane) are not included in the total price of the Service Agreement and will be charged to the Client according to what is agreed in the Service Agreement, either at cost or as a flat rate of 10% of the contract value (total of the fees paid or payable by the Client under the Service Agreement). If charged at cost, in case of travels by car, travel expenses shall be charged at 0,35ct per km.
  9. 7.1.9.All additional costs, in conjunction with the project or service delivery (e.g. the incorporation of a new company) charged by the Authorities, i.e. notary fees, court fees, trade registration fees, translation costs, etc. have to be covered by the client if not otherwise agreed.

8. Right of Retention

  1. 8.1.The agent reserves the right to return all bookkeeping documentation until all agent’s open invoices are settled. These apply even after the termination of the contract. Upon providing suitable proof of payment of the outstanding invoices, the agent shall hand over the bookkeeping documentation in their possession to the client or to a person indicated by the client.

9. Liability

  1. 9.1.The liability of the parties as well as their fulfilment assistance for damages caused culpably is excluded as long as the damages are not caused by firm intention or gross negligence.
  2. 9.2.CH does not take any liability for damages (such as penalty payments or cash fines raised by the German authorities, e.g. tax office, social security) incurred by the Client by omission of their obligation to cooperate. In particular, CH shall not be liable for any damage if the documents required for the proper execution of the accounting and/or annual accounts are not made available, not provided in full or not in good time.
  3. 9.3.In case, the Client is taking care of the monthly accounting procedures themselves, e.g. through an internal accounting department or shared services center, etc., the client takes on responsibility for the correctness and completeness of all bookings and accounting documents building the groundwork for the annual year-end work. CH shall be exempted from all claims arising out of the incompleteness or incorrectness of the bookings and accounting documents.
  4. 9.4.An obligation of subsequent performance after termination of the notice period doesn't exist.
  5. 9.5.The limitation period for all claims of the Client under this Agreement shall be 12 months.

10. Confidentiality, Data Protection

  1. 10.1.The Parties undertake that they and their employees (by agreement to this effect) and auxiliary persons will maintain strict confidentiality for all documents and information which are not publicly known, which relate to the business of the other Party, and which have become available to that Party in the course of preparation and fulfillment of the Project Agreement. Rights are reserved for any legal duty of disclosure. In addition, any confidentiality agreement concluded shall apply.
  2. 10.2.The Parties undertake themselves, as well as through a corresponding agreement also their employees and auxiliary persons involved, to comply with the provisions of the relevant national data protection laws and the European rules on data protection. In particular, they will ensure that they have taken all necessary technical and organizational measures to ensure that the personal data concerned in the context of the performance of the contract are effectively protected. Personal data of which the Parties become aware during the execution of the contract may only be used for the existing contractual relationship and may not be processed, passed on to third parties, sold or made available in any other way for purposes other than those mentioned above. Any data protection agreement concluded shall apply in addition.
  3. 10.3.The duty to confidentiality and data protection remains in place also after the termination of the contractual relationship between the Parties, as long as a legitimate interest exists.

11. References

  1. 11.1.Unless otherwise agreed, Consultinghouse is entitled to mention the Client only by way of (alternative possibilities): a reference on its website, for internal purposes, or at the time of submitting a proposal to other clients (incl. logo). Consultinghouse is entitled, upon prior agreement and after written consent of the Client, to mention the Client within the scope of press releases, lectures, case studies, professional articles, and marketing activities.

12. Duration of the Agreement, Acceptance and Termination

  1. 12.1.Unless otherwise agreed in the Service Agreement, the Service Agreement comes into effect with the signature of the Service Agreement
  2. 12.2.The Client accepts the engaged services for the year-end work to be provided to the agreed fee every year unless the agreement is terminated with immediate effect by submitting a termination note via Fax, E-Mail, or Post. No prior consent will be requested unless the contractor has the intention to increase the fees. The approval for the change in the fee can be given by E-Mail, Fax, or Post.
  3. 12.3.The right to terminate the Service Agreement without notice for an important reason remains unaffected. An important reason is particularly if the customer is behind — partial or in full amount of the payment of the monthly fee more than 20 days after admission of the invoice or opening insolvency proceedings over the assets of the Client.
  4. 12.4.In case the Client has booked services in advance for one year and prepaid them taking advantage of the granted discount in this cases, the Client can’t terminate the contract about the booked services before the end date of the contract is reached. Contracts related to prepaid services shall terminate automatically when the expiry date is reached unless the Client books the needed services in advance. Even when the Client refuses to accept the prepaid services, the prepaid fee will be not refunded.
  5. 12.5.Treaties on duration contractual obligations can mutually be terminated without detail of reasons with a period of three months to the end of a month.
  6. 12.6.Provided that the contract relationship is terminated by CH for default on payment of an issued invoice a claim to compensation estimated at a flat rate in the amount of 30% of the value of the Service Agreement ( total of the fees payable under the Service Agreement with the Client) accrues to CH.
  7. 12.7.On termination of a Service or Project Agreement, for whatever reason:
    1. a.the Client shall immediately pay to Consultinghouse all of Consultinghouse’s outstanding unpaid invoices and interest and, in respect of the services supplied but for which no invoice has been submitted, Consultinghouse may submit an invoice (pro rata calculation of fee), which shall be payable immediately on receipt; and
    2. b.in the event of termination without notice and cause on the part of the Client, the Client shall owe compensation amounting to 40% of the contract value (total of the fees paid or payable by the Client under the Project Agreement until the end of the notice period).
    3. c.In case the client decides to stop a running service, the paid service fee will be not refunded.

13. Final Provisions

  1. 13.1. Written Form :The Parties agree that the signing of the Service Agreement, all amendments and additions, and the notification of termination may be done in writing and agree that this shall mean either by handwritten or electronic signature. The Parties agree that for the electronic signature, an unqualified electronic signature shall also suffice. A qualified electronic signature shall have the meaning as defined in the Bundesgesetz vom 19. Dezember 2003 über Zertifizierungsdienste im Bereich der elektronischen Signatur (Bundesgesetz über die elektronische Signatur, ZertES).
  2. 13.2. Severability Clause :Should certain provisions of these General Terms and Conditions prove in whole or in part to be invalid or illegal, the validity of the remaining provisions will not be affected. The respective provision should in this case be replaced by an effective and economically equivalent provision. In case of omissions in the provisions, this provision applies accordingly.
  3. 13.3. Status of the Parties :Nothing in these General Terms and Conditions or the Service Agreement is intended to or shall be deemed to, establish any partnership or joint venture between any of the parties, any party to be the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other Party.
  4. 13.4. Application Law and Jurisdiction :For all disputes arising out, or in connection with the Client relationship the exclusive place of jurisdriction shall be Hanau.

CONTACT US

To learn more about our services and how we can create value for our international clients when doing business in Germany, please contact us by filling out the following form. You also can get in touch with us directly +49(0)6181 250330 or +49 (0) 176 658 974 68 or info@consultinghouse.eu