Terms & Conditions

General terms and conditions of GUTSTIFTER gmbh

Status: January 2019

§1 Scope

These general terms and conditions apply to all contracts between GUTSTIFTER gmbh and its clients. Conflicting or deviating terms of business, contract and / or purchase will not be recognized unless their validity is approved in writing.
Insofar as individual contractual agreements have also been made between the contracting parties, these have priority over the provisions of these general terms and conditions. These general terms and conditions then only apply in addition if and to the extent that nothing or nothing different is regulated in the individual contract.

§2 GUTSTIFTER GmbH services

The contracting parties agree that GUTSTIFTER gmbh only owes the provision of services, but not the production of a work or the achievement of a certain success. The contracting parties also agree that nothing will change in the exclusively contractual nature of GUTSTIFTER gmbh's obligation to perform, even if GUTSTIFTER gmbh undertakes to record the results of its service in writing and to prepare and submit corresponding reports, studies and the like. Such written reports, studies and the like do not represent - unless expressly agreed otherwise - in particular no expert opinions, but only reflect the essential content of the process and the result of the services.
GUTSTIFTER gmbh is entitled to use competent third parties as subcontractors to carry out the order. The contracting parties also agree that GUTSTIFTER gmbh does not owe or perform any legal, tax or auditing activities. Insofar as GUTSTIFTER gmbh ensures that such activities are carried out by engaging appropriate professionals, it only acts as an intermediary without becoming a debtor / contractual partner for such activities.
The contracting parties agree that GUTSTIFTER gmbh is not obliged to check the information, data or documents provided in writing or orally for their factual or computational correctness, completeness or correctness. However, if GUTSTIFTER gmbh realizes that the information, data or documents given to it in writing or orally are obviously incorrect, incomplete or improper, it will point this out.
The client is entitled to the removal of any defects. This claim must be asserted immediately. GUTSTIFTER gmbh is to be given the opportunity to make improvements.

§3 Storage of documents

GUTSTIFTER gmbh is no longer obliged to keep the documents handed over to it by the client for the purpose of providing the services owed if three years have passed since the date of termination of the contractual relationship or half a year since a written request to the client to collect the documents Year has passed.

§4 obligation to cooperate

The client is obliged to support GUTSTIFTER gmbh to the best of his ability, namely to provide all information and documents required for the execution of the order, and to create all the prerequisites necessary for the orderly execution of the order in his operating sphere.
The client is also obliged to name one or more persons to GUTSTIFTER gmbh who are authorized to make all declarations necessary for the client to provide the service owed.

§5 data protection, data transmission

The client agrees that the exchange of data and information in cooperation with the client and with all project participants also takes place via unencrypted e-mails. If the client wishes that data is not sent via unencrypted e-mails and e-mail attachments, he will inform the contractor in writing - either in individual cases or in general. In this case, email attachments are sent in encrypted form, which the client can only open with a password. Both for sending data from the client to the contractor and vice versa, if encryption is required, encryption and decryption methods that can be used with standard software (in particular MS Office, Apple Mail) without additional installations must be used.
GUTSTIFTER gmbh is entitled to automatically collect, automatically process and save personal data entrusted to it by the client and his employees as part of its work and - within the scope of the subject matter of the order - to transfer it to a service data center or other suitable third party for further order data processing. If third parties are involved, GUTSTIFTER gmbh must ensure their confidentiality obligation.
The client is aware that the content of unencrypted emails or their attachments can possibly be read by unauthorized third parties. Nevertheless, the client agrees to communication and the transmission of documents by unencrypted email. If the client wishes a different communication technology, he will inform GUTSTIFTER GmbH.

§6 rights to the work results

GUTSTIFTER GmbH is exclusively entitled to all copyrights or rights from additional performance protection under competition law to all documents created by GUTSTIFTER GmbH for the purpose of providing the services owed.
The use, reproduction and publication of such documents created by GUTSTIFTER GmbH for the purpose of providing the services owed is only permitted to the client for his own business for the purposes stipulated in the contract.
The transfer of the work results of GUTSTIFTER GmbH to third parties requires the written consent of GUTSTIFTER GmbH, unless the content of the order already gives consent to the transfer.

§7 right of retention

GUTSTIFTER GmbH has a right of retention to the documents handed over to it by the client for the purpose of providing the services owed until its claims from the contractual relationship have been met in full. This right of retention does not exist if and to the extent that this would cause the client a disproportionate disadvantage, even taking into account the performance interests of GUTSTIFTER GmbH.

§8 remuneration

Unless otherwise agreed, the usual remuneration and the reimbursement of expenses in the usual amount are deemed to have been agreed.
GUTSTIFTER GmbH is entitled to settle the work performed every 14 days after the start of the contractual relationship. The fee is due immediately after the invoice has been issued.
In addition to the fee claim in accordance with paragraph 1, GUTSTIFTER GmbH is also entitled to reimbursement of all expenses and expenses incurred in providing the services owed.
The client can only set off claims against the fee claim and the claim for reimbursement of expenses with undisputed or legally established claims.
The sales tax is calculated in each case at the statutory rate.
Several clients on the same order are jointly and severally liable for the remuneration.
With the payment of invoices from GUTSTIFTER GmbH by the client or a third party commissioned by the client, the claims asserted with the respective invoice are deemed to be recognized. Claims for reimbursement are excluded.
Objections to invoices from GUTSTIFTER GmbH must be made no later than four weeks after receipt; later objections are excluded.

If the order ends before it has been fully carried out, GUTSTIFTER GmbH will receive a proportion of the remuneration that corresponds to the scope of its work up to the end of the order. If the order is terminated prematurely for reasons for which the client is responsible, GUTSTIFTER GmbH is also entitled to 90% of the remuneration to which it is entitled for this period for the period from the termination of the order to the expiry of the agreed ordinary notice period. The contracting parties have the opportunity to prove lower or higher damage.

§9 confidentiality

GUTSTIFTER GmbH undertakes to maintain secrecy about all facts that it becomes aware of in connection with the execution of the order, unless the client releases it from this obligation.

The duty of confidentiality does not exist if the disclosure is necessary to safeguard the legitimate interests of GUTSTIFTER GmbH. GUTSTIFTER GmbH is also released from the duty of confidentiality insofar as it is obliged to inform and cooperate according to the insurance conditions of its professional liability insurance.

The duty of confidentiality does not apply to the client's lending banks.

§10 liability

The liability of GUTSTIFTER GmbH for damage to the client is excluded, unless there is an intentional or grossly negligent breach of duty; In the case of negligence, the amount is limited to EUR 250,000.00 per case of damage. However, GUTSTIFTER GmbH is liable for damage from culpable injury to life, body and health as well as damage from culpable breach of essential contractual obligations (so-called cardinal obligations); In the case of the latter, however, in the event of slight negligence, the amount of liability is limited to the damage that is foreseeable at the time of the start of the contract. GUTSTIFTER GmbH is not liable for production stoppages and lost profits on the part of the client. Liability for the success or the achievement of certain goals of the client is fundamentally excluded, unless something else is expressly agreed in writing.

§11 Statute of Limitations

All claims of the client against GUTSTIFTER GmbH resulting from the contractual relationship expire after 2 years. Notwithstanding this, the statutory limitation period of 3 years applies if GUTSTIFTER GmbH is guilty of intent.

§12 termination of the contractual relationship

Unless otherwise agreed, the contractual relationship can be properly terminated by both contracting parties with a notice period of 14 days to the end of the month. Any notice of termination must be in writing to be effective.

§13 Termination of the Order

The order placed with GUTSTIFTER GmbH is terminated by the provision of the owed services. If GUTSTIFTER GmbH notifies the client in writing of the complete provision of all services owed, the client can no longer request the provision of further services if he does not complain in writing of the incompleteness of the services provided within four weeks of receipt of the written declaration by GUTSTIFTER GmbH.

§14 final provisions

German law applies exclusively to all claims resulting from this contractual relationship or in connection with it.

The place of jurisdiction is the headquarters of GUTSTIFTER GmbH. However, the latter can also sue the client at his general place of jurisdiction.

Should individual provisions of these terms and conditions be or become ineffective, this should not affect the effectiveness of the remaining provisions. The contracting parties are then obliged to come up with a replacement regulation that comes as close as possible to the economic purpose of the ineffective clause.

§ 15 Copyright

© Copyright GUTSTIFTER GmbH - Managing Director: Dirk Heinrich.
GUTSTIFTER GmbH carries out your assignment on the basis of the above General Terms and Conditions (GTC). The conditions available at the time of your order apply.
We do not recognize regulations deviating from these conditions,
unless they are confirmed by us in writing.