General Terms and Conditions
in the version dated January 27th, 2020, last changed on March 25th, 2021 (version 1.4).
§ 1 Definitions and Contracting Parties
(1) According to Section 305 Paragraph 1 Clause 1 of the German Civil Code (BGB), the user is the one contracting party that makes the general terms and conditions available to the other contracting party.
(2) One of the contracting parties is the company: IABS-Berlin UG (limited liability) with its registered office at Karl-Marx-Str. 12 in 12043 Berlin, hereinafter referred to as “contractor“.
(3) The other contracting party is the client, furthermore called “client”, who can be consumers, non-consumers or entrepreneurs.
(4) A consumer is a person within the meaning of Section 13 of the German Civil Code (BGB). Non-consumer is a person who is not a consumer.
(5) An entrepreneur is a person within the meaning of Section 14 of the German Civil Code (BGB).
(6) Participation is the reasonable provision of materials or information by the client, which is necessary for the proper preparation of the service description and for the provision of the service.
(7) Service is the agreed service to be provided by the contractor on the basis of its range of services.
(8) Consideration is the payment of the agreed remuneration in monetary form for a service to be provided by the client. If another reasonable, equivalent consideration has been agreed, for example the provision of a mutual service between entrepreneurs, this occurs instead of the consideration in the form of money.
§ 2 Scope
(1) The General Terms and Conditions apply to every initiation, conclusion, implementation and subsequent to every business contractual relationship (contract) between the contractor and the client. Another prerequisite for the validity of the general terms and conditions is that the client was reasonably able to take note of them. In the course of the initiation, the possibility of taking notice of this is considered reasonable if the general terms and conditions are published on the client’s website. The validity of the general terms and conditions must be expressly pointed out in the course of the conclusion. If the general terms and conditions are sent to the client at the latest when the contract is concluded, it is to be assumed that they have been aware of them.
(2) If the client is not a consumer, the provisions of the general terms and conditions apply, unless otherwise agreed.
§ 3 Range of services and initiation
(1) The contractor’s range of services is limited to the services of a common business economist. In their essential nature they are of an administrative, organizational or planning nature. The range of services is limited in particular to:
- Financial advice, business advice and consumer advice
- the corporate representation of the client towards third parties
- Processing of payment transactions as well as the acceptance of funds on behalf of the client
- Handling of correspondence and telephone calls as well as other office administration and communication
Legal and tax advisory services are not part of the range of services and must therefore be rejected upon request, unless the contract is awarded by a legally authorized professional and is to be carried out under his supervision. The contractor will publish further information on the range of services on its website. There is no obligation on the part of the contractor to expand the range of services.
(2) The initiation of a contract takes place through inquiry or preliminary inquiry as well as through offer.
(3) An inquiry is an invitation to submit an offer made by the client. There is no obligation on the part of the contractor to submit an offer.
(4) A preliminary inquiry is the request to submit an inquiry made by the contractor.
§ 4 Offer
(1) An offer is a proposal with a description of the service (service description) and the corresponding consideration. Each performance described stands for itself with its corresponding consideration. The contractor prepares the offer according to the level of knowledge available to him and to the best of his knowledge and belief with the description of services required for the execution of the order requested by the client. The offer is made to the client before the contract is concluded.
(2) The consideration is shown as an amount in euros. For consumers, the total amount including the statutory sales tax is shown. If the amount does not include sales tax, this must be indicated, for example by adding “net”. Otherwise, the amount is deemed to include sales tax.
(3) The offer period is the time at which the contractor is bound to the offer. It is 14 days, unless a longer offer period has been shown. After the offer period has expired, the offer loses its validity.
(4) Within the offer period, the contractor can either submit the offer
a) renew unchanged by submitting the same offer again,
b) renew modified by leaving essential content unchanged, but adding a discount or other perks,
c) expand by adding further services with corresponding consideration,
d) restricts by eliminating services with the corresponding consideration, or
(5) The unchanged renewal according to para. (4) let. a) and the modified renewal according to para. (4) let. b) must not be disadvantageous for the client. When expanding according to Paragraph (4) let. c) or restriction according to para. (4) let. d) the original offer remains valid if it was not requested by the client. Withdrawal according to para. (4) let. e) is only permitted with the consent of the client. Withdrawal is also permitted without the consent of the client if, after the offer has been made, facts about the client or his environment become known that are immoral, that would threaten the existence of the contractor if the contract were to be executed, that would cause considerable damage or that an inadequate would be accepted Disadvantage. Incidents such as, for example, are immoral, existential threatening, considerably harmful or inappropriately disadvantageous within the meaning of sentence 4
a) Announcement, hint or actual illegal act of the client
b) Announcement, hint or actual adverse action by the client against contract-related rules such as general terms and conditions, compliance guidelines or data protection regulations,
c) Announcement, hint or actual damage to the reputation of the contractor by the client,
d) Position of the client as a politically exposed person,
e) the well-founded suspicion or the actual membership of the client in political or terrorist circles that is under the observation of a German constitutional protection or intelligence agency,
f) the well-founded suspicion or the actual affiliation of the client, as well as support, sympathy or trivialization of acts contrary to international law (in particular genocide, crimes against humanity), of the National Socialist regime including its successor movements and of anti-constitutional activities.
g) the well-founded suspicion or the actual membership of the client in criminal circles, in particular organized crime,
h) the well-founded suspicion or the fact of immoral business conduct on the part of the client in the recent past, in particular the ongoing default in payment or delay in payment, regardless of whether against the contractor or third parties.
In the cases of para. (4) let. a) to d) the offer period begins anew.
§ 5 conclusion of contract
(1) The conclusion of the contract is the conclusion of the contract. A contract is concluded when the client submits a declaration of intent within the offer period to accept the offer made to him. If the client submits this declaration of intent after the offer period has expired, the contract can nonetheless come into being if the contractor agrees to the conclusion of the contract, which is also done by implied action.
(2) The declaration of intent to accept the offer is made either by written consent or by implied action. For the written consent, it is sufficient if the client declares this by e-mail with sentences such as, “Yes, I agree”, “Yes, I commission …” or “Offer accepted!”. Implied action exists, for example, if the client submits materials or provides information that is useful for the immediate performance.
(3) The submission of materials by the client that are suitable for the immediate service is implied as both an inquiry and an acceptance of the offer, insofar as it is a repetition of a concluded contract (repetition contract), the conditions of which were already known to him. In such a case, the beginning of the service by the contractor is implied as the submission of the offer under the conditions already known to the client. A repeat contract is also used if it is the same type of contract, but does not have to be identical to the previous contract. It is the same type of contract if a contract is similar in terms of its performance and its counter-performance remains the same. The rejection of a repeat contract by the contractor is
a) in cases that occur frequently and at short notice, with a reasonable period of time and
b) in rare and long-term cases without a deadline
possible and to be indicated by the contractor at short notice. Cases where a contract is concluded between the same contracting parties approximately every three (3) months are to be regarded as frequent. A reasonable period is three (3) months to the end of the quarter. Cases with a contract between the same contracting parties of less than every three (3) months are to be regarded as rare.
§ 6 Term, Termination, Revocation
(1) The term of the contract begins at the earliest with the conclusion of the contract and ends with the conclusion of the contractual obligations, without the need for termination. A later start of the term can be agreed.
(2) Ordinary termination of the contract is not possible after the conclusion of the contract. Both contracting parties can terminate the contract by mutual agreement.
(3) The extraordinary termination of the contract is possible at any time. It may only take place for an important reason. An important reason is also considered
- the impossibility of performance,
- any unreasonableness within the meaning of § 4 Paragraph (5) Clause 4 or an incident within the meaning of Section 4 Paragraph (5) Clause 5
- the case according to § 7 paragraph (2)
- the case according to § 8 Paragraph (4) and
- the case according to § 13 Paragraph (5).
(4) A cancellation of the contract is possible for consumers in distance selling cases. The contractor must be instructed about this in a clearly visible manner. It must reach him at the latest when the contract is concluded. This does not apply to repeat contracts within the meaning of Section 5 (3). The deadline for revocation is 14 days after the instruction becomes known. If no prescribed instruction is given, the client can withdraw from the contract. The revocation requires a written declaration by the client. It is sufficient for the client to explain this by email with sentences such as, “I revoke …” or “Revocation!”. If service has been provided by the time of the revocation, the revocation applies to the part of the contract for which the service has not yet been provided. The cancellation policy is an annex part of the general terms and conditions.
§ 7 Client’s obligation to cooperate
(1) The client is obliged to cooperate insofar as this is necessary in preparation for the provision of the service. The client must be made aware of the type of cooperation in good time, unless this is naturally evident or customary. It is fulfilled by providing the cooperation according to § 1 Paragraph (6).
(2) A persistent breach of the duty to cooperate is an important reason for the contractor to terminate the contract. The breach of the duty to cooperate must be so great that the contractor cannot reasonably provide essential points of the service. In addition, the client must be informed in good time of the breach of the duty to cooperate. A delay of more than twelve (12) months is considered permanent, unless otherwise agreed.
§ 8 Performance Obligations of the Contractor
(1) The performance includes the provision, performance, toleration or omission of a specific action in order to fulfill the contractually agreed performance.
(2) The service obligation for the contractor exists in the scope of the service description from the beginning of the term. It is a primary obligation of the contract. The obligation to perform does not exist if an obligation to cooperate has not been met.
(3) The performance period is the time limit for rendering the service. It begins with the obligation to perform at the earliest. It expires after a reasonable time, which is naturally necessary for the provision of the service. A reasonable time is six (6) months, unless otherwise known or agreed. In time-related issues that are due for performance, the performance period expires when the objective period expires. This does not apply if an obligation to cooperate has not been met in a timely manner.
(4) Delay in performance occurs if a performance has not been provided within the performance period. A persistent delay in performance is an important reason for the client to terminate the contract. A delay of longer than is considered to be permanent
twelve (12) months, unless otherwise agreed.
(5) The duty of care is incumbent on the contracting party providing the service. It is obliged to provide this service to the best of its knowledge and belief.
(6) The contracting party through which it provides its services is subject to the obligation of confidentiality. In particular, the contractor must maintain secrecy about the concerns of the contractor, unless the client has released him from them. The client is obliged to maintain secrecy about the contractual conditions, unless there is a legitimate interest.
(7) The data protection obligation is incumbent on the contracting party providing the service. The contractor in particular is obliged to be economical with data storage and to protect stored data from unauthorized access or from unauthorized disclosure to third parties.
§ 9 Consideration: Payment
(1) The obligation to provide consideration (obligation to provide consideration) exists for the client in the amount of the offer with which the contract was concluded. It exists from receipt of the invoice. It is the other main duty of the contract. If a service that has to be provided before the counter-service has not been provided, there is no counter-service obligation.
(2) The payment deadline is the time in which the client has to fulfill his counter-performance obligation. It is 30 days, unless a different payment period has been specified. If advance payment has been agreed, the counter-performance obligation must be met before the performance obligation.
(3) A payment default has occurred if the counter-performance obligation has not been fulfilled.
(4) As a result of the default in payment, the contractor must remind the client at least once (1) within a reasonable period in order to fulfill the counter-performance (reminder).
§ 10 Liability
The liability of the contractor and his assistants for damage resulting from a breach of duty on the occasion of the provision of a service is excluded (exclusion of liability), with the exception of a gross breach of duty within the meaning of § 11 Paragraph (7) sentences 4 and 5 includes the entire activity of the contractor. Any legal liability for an intentional breach of duty remains unaffected.
§ 11 Defect
(1) There is a defect if the service agreed in the contract was not properly provided by the contractor. It is considered improperly performed if an obligation according to § 8 has not been fulfilled.
(2) There is no defect if it was impossible to provide the service.
(3) A defect requires notification by the client in order to assert rights from it.
(4) An asserted defect must be remedied promptly by the contractor. If such a defect has arisen because the service was not provided in full, the defect is remedied by making up for the service.
(5) If an alleged defect is not remedied promptly, the client can withdraw from the contract.
(6) The deadline for remedying a defect, which is deemed to be timely, is 14 days, unless otherwise agreed. This period is suspended if there are circumstances that make it impossible to remedy the defect and for which the contractor is not responsible.
(7) There is an impossibility of performance if a performance cannot be provided despite the greatest effort. A service cannot be provided if it would mean a disproportionately high effort for the service provider. A disproportionate effort must mean a considerable financial disadvantage for the service provider. The impossibility of performance must be reported to the other contracting party immediately. If the notification is not made, the supplier is liable. The impossibility must be substantiated and comprehensibly explained to the other contracting party.
§ 12 Compensation
The contracting party that has wrongly given the other contracting party an extraordinary termination is liable for damages. The obligation to pay compensation only includes the damage insofar as it has arisen beyond doubt as a result of the wrongly pronounced extraordinary termination. The damage must be proven.
§ 13 Final provisions
(1) All agreements between the contracting parties must be in writing in order to be valid.
(2) Withdrawal from the contract requires written notification.
(3) Written form is the written notification of a message. A notification is in writing if it has been delivered in paper form in person or by post as well as in electronic form through the intended channels (e.g. by e-mail). When sending a message in electronic form, the sender is responsible for the authenticity of the message. The recipient can trust that the sender adequately protects against unauthorized third-party access, unless there is reasonable suspicion of a hostile electronic attack.
(4) The counting of days (e.g. for deadlines) begins as soon as a message becomes known to the recipient party. A message is also considered known by the recipient party if it can be assumed in the usual way that the message must have reached the recipient (receipt acceptance). In the case of electronic transmission of messages, a message is deemed to have been received immediately. When sending messages by post, a message is valid in national correspondence after three (3) and in international correspondence after, depending on the region 14 to 30 post delivery days as received. Post delivery days are the general working days. The acceptance assumption is refuted if the sender receives a message that the message he has sent has not been received by the recipient.
(5) The client must be notified of any changes to the General Terms and Conditions at least 90 days before they come into force. If the client does not submit a written objection to the change within this time, it is assumed that he agrees with it. If the client objects to the change in writing within this period, the contract can be terminated within a further 14 days (grace period) by one of the contracting parties in accordance with Section 6 (3). The previous general terms and conditions continue to apply within the grace period. Services that have already started will be completed.
(6) If a provision of the General Terms and Conditions becomes invalid, the remaining provisions do not lose their validity.
(7) The place of jurisdiction for consumers with national residence is the competent court at their place of residence. In all other cases, the place of jurisdiction is the competent court of the place where the contractor has his place of business.
Annex: cancellation policy
Right of withdrawal
You have the right to withdraw from this contract within 14 days without giving any reason. The cancellation period is 14 days from the day the contract is concluded.
In order to exercise your right of withdrawal, you must contact us
IABS-Berlin UG (limited liability)
Fax: +49 30 921 066 450
by means of a written declaration (e.g. by post, fax or email) of your decision to withdraw from this contract. You can submit for it. For this it is sufficient if you give us a clear statement with sentences such as, “I revoke …” or “Revocation!”.
To meet the cancellation deadline, it is sufficient for you to send your notification of exercising your right of cancellation before the cancellation period has expired.
Consequences of withdrawal
If you cancel this contract, we have to repay all payments that we have received from you immediately and at the latest within fourteen days from the day on which we received the notification of your cancellation of this contract. For this repayment, we will use the same means of payment free of charge that you used for the original transaction, unless something else was expressly agreed with you.
If you have requested that the service should begin during the cancellation period, you have to pay us a reasonable amount that corresponds to the portion of the services already provided up to the point in time at which you informed us of the exercise of the right of cancellation with regard to this contract compared to the total scope of the services provided for in the contract.