Terms of Service

1. Scope of Services

The contractor shall provide the agreed services within the scope defined in the contract and in accordance with the applicable legal requirements.

2. Confidentiality

The contractor is entitled to provide services to other clients, provided that this does not unreasonably interfere with the performance of services for the client.
The contractor undertakes to maintain strict confidentiality regarding all business matters of the client that become known in connection with the performance of the services.

3. Independence and Cooperation

The contractor shall act independently and is not subject to instructions from the client or its employees, unless this is necessary for the proper performance of the agreed services.
The client shall provide all information, documents and access required for the proper performance of the services in a timely and complete manner.

4. Price Adjustments

Price adjustments may be made if at least six months have passed since the conclusion of the contract.
Any adjustments will be based on the development of the consumer price index published by the Federal Statistical Office or a comparable official index and will be made in a fair and reasonable manner.
The client will be informed of any price adjustments in text form.
If a price adjustment significantly exceeds the general increase in the cost of living, the client shall have the right to terminate the contract.

5. Invoicing and Payment Terms

Services are generally invoiced on a monthly basis. Invoices are payable within 20 days of receipt without deduction, unless otherwise agreed.
The client shall review invoices upon receipt. Any objections should be raised within 14 days. The absence of objections shall not be deemed as formal acceptance of the invoice.
In the event of late payment, the contractor shall be entitled to charge statutory default interest. The right to claim further damages for delay remains unaffected.
The client may only set off claims if such claims are undisputed or have been finally determined by a court. The same shall apply to any right of retention.
In the event of continued non-payment, the contractor may, after prior notice, suspend the services or terminate the contract for cause.

6. Term and Termination

The contract may be terminated by either party for the first time after a minimum term of 12 months, subject to three months’ notice to the end of a calendar month.
The right of either party to terminate the contract for cause shall remain unaffected.

7. Liability

The contractor shall be liable without limitation for damages caused by intent or gross negligence, as well as for damages resulting from injury to life, body or health.
In the event of a slightly negligent breach of essential contractual obligations, the contractor’s liability shall be limited to the foreseeable damage typical for the contract at the time of its conclusion. In such cases, liability shall also be limited in amount to the remuneration paid by the client in the last contractual year.
In all other cases of slight negligence, the contractor’s liability shall not apply.
The above limitations of liability shall also apply to the liability of the contractor’s employees, representatives and vicarious agents.

8. Assignment

The client may assign rights and obligations under this contract only with the prior consent of the contractor.

9. Amendments

Any amendments or additions to this contract shall be made in text form. This shall also apply to any modification of this clause.

10. Severability

Should any provision of this contract be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

11. Jurisdiction

If the client is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be Berlin (Germany).