General Terms and Conditions
1.1 These General Terms and Conditions contain the exclusive terms and conditions between the company Finance & Business Services, owner Irene Fuligna, registered trader, Erkrather Straße 401, 40231 Düsseldorf, Germany,—hereafter referred to as “FBS”—and the client, unless the terms and conditions are changed through written agreements between the parties. Deviating or contrary terms and conditions shall not be recognized by us unless we expressly agree to them.
1.2 The client shall be notified—by email—about any changes to these General Terms and Conditions. If the client does not object to these changes before assuming his activities, the changes shall be considered to have been recognized by him. The right to object and the legal consequences of silence shall be noted separately to the client in case of changes to these General Terms and Conditions.
§ 2 Contract Conclusion
The presentation of services by FBS shall not constitute a binding offer. Only orders for services placed by the client shall constitute binding offers in the sense of Section 145 of the German Civil Code [Bürgerliches Gesetzbuch]. In case of acceptance of an offer, FBS shall send an order confirmation to the client by email.
§ 3 Additional Terms for Project Facilitators
3.1 FBS shall also be temporarily available to the client on site on an hourly or daily basis, though the client must be located in or near Düsseldorf for this. In case of a remote agreement, the client may also be located outside of this area. Additional or reduced expenses for longer periods of time must be coordinated with FBS without delay upon learning of them.
3.2 During the duration of the project, FBS may deploy or replace qualified personnel if required for operational reasons.
3.3 FBS shall only perform current accounting. Warnings beyond a reasonable limit and sorting out of old account balances shall not be provided. Likewise, FBS’s owner shall not perform so-called unqualified administrative tasks (copying, filing, scanning, etc.) to a large extent; following an according agreement, FBS shall provide appropriate personnel.
3.4 If the services performed by FBS differ significantly from the agreed service description, FBS may raise its prices accordingly. Agreed hourly rates shall apply exclusively to detailed written requests. Other services may not exceed 10% of the total number of agreed hours.
3.5 Prior to the conclusion of a contract, a sample copy must be submitted to FBS. FBS reserves the right to refuse the contract, especially if the contents of the contract seek to establish an employment relationship.
3.6 Projects may only be extended with prior coordination with and the approval of FBS. Projects may not be unilaterally extended by the project facilitator. Should an extension be desired for a project, FBS must be notified of this at least two weeks prior to the completion of the respective project.
3.7 FBS shall act in its own name towards the client. If agreed, the project facilitator may be named.
3.8 In accordance with § 6 of these General Terms and Conditions, invoices must be paid by the project facilitator. This shall apply irrespective of any payment default by the client.
3.9 FBS’s mere submission of a service description shall not authorize the project facilitator to block the respective client for FBS. This shall apply irrespective of whether the companies were already contacted by FBS. One-year commercial agent bans for clients served by FBS shall remain unaffected. These ban periods of the company shall expressly not apply to ban periods for suppliers or clients.
3.10 Should mobile communications services be disrupted during the implementation of a project and should FBS be permanently unable to receive mobile communications signals, FBS shall offer remote access if the client provides and grants access to equipment (laptop) as needed.
§ 4 Service Description
4.1 FBS shall perform its services as described in the service description. FBS shall notify the client without delay if it becomes foreseeable that the services cannot be performed within the scheduled time.
4.2 FBS shall perform its services on the basis of the documents provided by the client. FBS shall base its processing of an order on the facts, especially figures, stated by the client. If the client discovers any inaccuracies during the implementation of the order, he must report these to FBS without delay. An assessment of the accuracy, completeness and appropriateness of the submitted documents and figures shall only be part of the contract if agreed to between the parties separately and in writing beforehand. FBS may not represent the client before authorities, courts or other bodies. Contrary regulations shall require FBS’s written issuance and approval.
4.3 The client must fulfill his cooperation obligations and meet any defined deadlines for providing documents and/or approvals—’four-eyes principle’—, especially for the allocation of invoices needed by FBS to perform its services and/or that are legally required. Should the client fail to fulfill these obligations despite being granted a grace period, FBS may terminate the contract in accordance with these General Terms and Conditions.
§ 5 Guarantee
5.1 If the provided work output is not sufficient, FBS shall have the right to first provide a replacement or rectification. Should rectification fail twice, the client may demand a fee reduction, terminate the order or claim damage compensation.
5.2 Following an orderly inspection and assessment of obvious insufficiencies of the work output provided by FBS, the client must submit his objections within 7 business days of his receipt of the work output.
§ 6 Remuneration / Invoicing
6.1 The detailed description and the remuneration shall be agreed to specifically as part of the order confirmation. Remuneration may either be agreed to be charged as a fixed price or by the time expended. Should remuneration be agreed based on the time expended, the hourly rates agreed to in the order confirmation shall apply.
6.2 Travel costs for FBS deployments to the client shall be €40/day of travel or included as a fixed rate
in the remuneration.
6.3 FBS shall submit its invoices monthly or by project. For this, FBS shall prepare a detailed invoice. Orderly invoices shall become due without deductions within 10 days of their receipt. Deviating
regulations may be agreed to in writing beforehand. Project facilitators may use the credit note procedure. FBS may demand advance payments from the client. The amount of advance payments to be provided shall be stated in the order confirmation and shall become due immediately. FBS notes that, in case of an advance payment, order implementation can only begin after the agreed advance payment is received.
6.4 All amounts in 6.1 – 6.3 shall be net amounts plus VAT.
§ 7 Confidentiality
7.1 FBS shall uphold data secrecy under Section 5 of the German Federal Data Protection Act [Bundesdatenschutzgesetz] and treat any business or operational secrets of the other party of which FBS obtains knowledge confidentially, maintain secrecy towards third parties and shall only use them for expressly agreed purposes. This shall apply to information of any kind received by the parties directly or indirectly in oral, written, electronic or other form on and any correspondence related to the order.
However, this obligation shall not apply to information that demonstrably
a) was in possession of the parties at the time of disclosure and was not acquired directly or indirectly or
b) was or became general public knowledge without violating this agreement or
c) was acquired by the parties from third parties before or after entering into and without violating these obligations or
d) must be disclosed by the recipient party due to legal or official requirements.
Even in case of the exceptions under a) to d), the parties shall not disclose the relationship between the information coming from the parties and the information subject to these exceptions to third parties. The same shall apply to information known in sum or in combination if it includes specific partial information subject to confidentiality.
The parties shall only disclose confidential information to persons directly related to the tasks of the object of the contract and who shall be subjected to confidentiality obligations in accordance with Section 5 of the German Federal Data Protection Act. The parties shall do anything in their power to ensure adherence to these confidentiality obligations. Furthermore, the parties may not provide mutually received information to third parties, except with the prior written permission of the respective other party. The client shall already hereby agree that FBS may — if required — provide confidential information to clients in the sense of this contract. In case of such permission, the parties must subject any third parties who shall receive such information to the same confidentiality obligations.
7.2 This agreement shall be binding for the parties and their respective legal successors and shall apply
beyond the expiration of the contractual relationship. Confidentiality obligations shall end one year after the disclosure of the information, though no later than two years after contract conclusion.
§ 8 Subcontractors
FBS shall be permitted to commission subcontractors. FBS must ensure that any subcontractors are able to fulfill their obligations towards the client, especially regarding maintaining confidentiality, particularly over operational secrets.
§ 9 Contract Duration and Termination
9.1 Unless resulting otherwise from the order confirmation, the contract shall last until its expiration date agreed to in writing or its completion.
9.2 The contract may be terminated by either side with a two-week notice period. Furthermore, this contract may be terminated by either party immediately in case of an important reason. In case of termination without notice by FBS, FBS shall notify the client about the state of order completion.
§ 10 Document Storage and Return
The client must properly store any business and operational documents provided by FBS. The client must pick up the provided documents from FBS on the client’s request without solicitation during the duration of the contract.
§ 11 Work Location
If the client requests order performance on site, the client must provide a clean and quiet working space to FBS. Otherwise and as far as possible, FBS shall reserve the right to execute the order from its office.
§ 12 Privacy
12.1 We shall only use personal data disclosed by the client in accordance with German privacy law regulations.
12.2 If required for the establishment or content specifications of or changes to the contractual relationship, personal data of the client (inventory data) shall only be used for the implementation of the contracts concluded between the parties.
§ 13 Liability Limitation
FBS shall be liable for intent and gross negligence. In addition, FBS shall be liable for negligent breaches of duty on whose fulfillment orderly contract implementation depends, whose violation threatens the achievement of the contract aim and on whose adherence the client may regularly rely. However, in latter the case, FBS shall only be liable for foreseeable damages typical to the contract. FBS shall not be liable for simply negligent breaches of duties other than those specified above.
This liability exclusion shall not apply to injuries to life, the body or one’s health.
§ 14 Final Provisions
14.1 Changes and additions to these General Terms and Conditions must be issued in writing. Oral side agreements do not exist.
14.2 The law of the Federal Republic of Germany shall apply.
14.3 The place of fulfillment and exclusive place of jurisdiction for any disputes that may arise from or in relation to the contract shall be Düsseldorf.
14.4 Should individual regulations of the contract prove to be invalid or contrary to statutory regulations, the validity of the contract as a whole shall remain unaffected. The contract parties shall mutually replace the invalid regulation with a legally valid regulation that most closely approximates the economic aims and purpose of the invalid regulation. This shall apply accordingly to regulatory gaps.
These General Terms and Conditions shall apply to
Finance & Business Services
Owner: Ms. Irene Fuligna, registered trader
Business Administration Graduate (VWA)
Erkrather Straße 401