§ 1 Scope
1.1. The following conditions apply between Schmidt & Schmidt OHG, Passau - hereinafter referred to as the contractor - and the clients for all orders concerning consulting, translation, and preparation services, planning and organization, and similar services, unless otherwise agreed in writing.
1.2. Deviating, conflicting, or supplementary General Terms and Conditions, even if known, will not become part of the contract unless their validity is expressly agreed to in writing.
1.3. The written form for the creation and transmission of documents between the client and the contractor within the framework of contractual relations is also maintained through electronic transmission.
§ 2 Subject Matter
2.1. The subject of the contract is the agreed service (activity) that is performed by the contractor's independent activity and qualified employees within the agreed period according to the principles of proper professional practice. The choice and exchange of employees remain at the discretion of the contractor. The contractor may also use freelance employees and subcontractors.
2.2. The offer of this website is exclusively directed at commercial customers and resellers.
§ 3 Contract Language, Text Storage
3.1. The languages available for the conclusion of the contract are German and English.
3.2. We store the contract text and send you the order data and our GTC in text form. You can also view the GTC here on this page at any time.
§ 4 Scope of Services
4.1. The task, procedure, and type of work documents to be delivered are regulated in the written agreements of the contracting parties.
4.2. The contractor only becomes active based on an order or a completed contract confirmed in writing by the contractor, in which the services to be provided are defined. Changes, additions, or extensions of the task as well as the type of work documents require a special written agreement.
§ 5 Formation of the Contract
5.1. The contract is concluded by the written or electronically transmitted acceptance of an order from the client by the contractor, but at the latest with the commencement of work based on the contractor's offer.
5.2. The contractor is bound to his contractual offer for 30 calendar days unless it is expressly marked as non-binding.
§ 6 Duties of the Contractor
6.1. The contractor is obliged to comply with the provisions of data protection laws and regulations, especially treating the client's business and trade secrets confidentially.
6.2. The contractor is obliged to have his employees issue a corresponding commitment declaration.
§ 7 Duties of the Client
7.1. The client is obligated to support the activities of the contractor. In particular, the client provides free of charge all conditions within his business sphere necessary for the proper execution of the order.
7.2. These conditions include, among others, that the client:
- provides workspaces for the contractor's employees including all necessary work and communication tools as required;
- appoints a contact person who is available to the contractor's employees during the agreed working hours;
- the contact person is authorized to make declarations that are necessary as interim decisions in the continuation of the order;
- ensures that the contractor's employees have access to the information necessary for their activities at all times and supplies them with all necessary documents in a timely manner.
7.3. The client ensures that reports, organizational plans, drafts, drawings, compilations, programs, calculations, expert opinions, and other documents produced by the contractor in the course of the order are used only for his own purposes.
7.4. Works created by the contractor in which copyrights have arisen remain with the contractor, unless they contain essential business and operational secrets of the client.
§ 8 Confidentiality and Data Protection
8.1 Both parties undertake to treat all information obtained in the course of contractual relationships that is marked as confidential or whose confidential character is obvious, with strict confidentiality. This information may not be used for other purposes or disclosed to third parties without prior written consent from the other party.
8.2 Confidential information includes, but is not limited to, technical data, trade secrets, know-how, business plans, customer information, product specifications, protocols, and reports. Both parties are obliged to take appropriate measures to protect this information and to restrict access to persons who need it to fulfill their contractual obligations.
8.3 The obligation of confidentiality does not apply to information that:
- is already public knowledge or becomes public through no fault of the receiving party,
- is developed independently by the receiving party without recourse to the confidential information of the disclosing party,
- is disclosed by a third party without a duty of confidentiality,
- must be disclosed due to legal requirements or judicial order. In such a case, the disclosing party will be informed in advance, if legally permissible.
8.4 The confidentiality obligation also remains in effect for a period of five years after the termination of this contract.
8.5 Both parties confirm that they comply with the applicable data protection laws and regulations. Personal data processed under the contract may only be used in accordance with legal provisions and solely for fulfilling contractual obligations. Additionally, you can familiarize yourself with our data protection provisions on our website.
8.6 The contractor commits to implementing all necessary technical and organizational security measures to protect the data received from the client from misuse, loss, and alteration.
8.7 Both parties undertake to instruct all persons who have access to the confidential information accordingly and to obligate them to maintain confidentiality contractually.
§ 9 Mutual Duties
9.1. Both parties commit to mutual loyalty and to adhering to confidentiality obligations.
9.2. Both parties agree to share information about the content and/or results of the services provided only in mutual consultation with third parties.
9.3. Both parties commit to mutual loyalty. This includes specifically the prohibition of employing or otherwise engaging employees or former employees who have been involved in the execution of the order before the end of 12 months following the termination of cooperation.
§ 10 Liability and Compensation
10.1. The contractor's liability for all claims is limited to the value of the order.
10.2. The contractor excludes liability for slightly negligent breaches of duty, provided these do not affect essential contractual obligations, damages resulting from injury to life, body, or health, or guarantees, or claims under the product liability act.
10.3. The contractor's liability for consequential damages, lost profits, missed savings, and other financial losses is excluded.
10.4. The contractor's liability for data loss is limited to the typical restoration effort that would have occurred with regular data backup.
10.5. If the non-compliance with deadlines is due to force majeure or similar events such as strikes, lockouts, or bureaucratic arbitrariness that significantly hinder or make the performance of services impossible, deadlines will be extended appropriately. This also applies in the event of non-fulfillment of cooperation duties by the client.
§ 11 Default of Acceptance
If the client is in default of accepting the services or fails or delays in performing cooperation duties required under § 7, the contractor may demand the agreed compensation (excluding incidental costs) for the services not provided, without being obligated to perform subsequently.
§ 12 Duration of the Contract and Termination
12.1. The contract ends with the expiry of the agreed time. However, it can be terminated earlier in writing with a notice period of 8 weeks if operational reasons on the part of the client require it.
12.2. Full compensation (excluding incidental costs) is due for the services provided by the contractor until the end of the contract. Compensation for services no longer to be provided as a result of premature termination does not apply to the extent that the contractor saves expenses and/or earns income through the alternative use of the freed-up resources or maliciously fails to earn such income.
12.3. If the contractor is in default of performing his services, the client may terminate the contract after setting a reasonable written deadline. If the contractor is not responsible for the delay, the client is not entitled to claim damages for delay.
§ 13 Due Date, Right of Retention, Set-Off
13.1. Unless otherwise specified in the order confirmation, payments are due within 14 days of the invoice date by cash or transfer to one of the accounts specified on the invoice forms without deductions. The client is in default without further explanation from the contractor 10 days after the due date if payment has not been made. As long as the contractor has not received full payment, the client may not assert claims and rights due to defects.
13.2. The amount of compensation is based on the price lists valid at the time of placing the order, unless otherwise agreed.
13.3. In case of payment delay, the contractor is entitled to charge interest at a rate of 8% above the current base interest rate (§ 247 BGB) from that point in time, without a reminder, unless the damage is provably less. The contractor is entitled to claim a higher damage caused by delay.
13.4. All agreed amounts are subject to the statutory value-added tax.
13.5. The client may not assert a right of retention based on another contractual relationship with the contractor.
13.6. Offset is only permissible with legally established or undisputed claims.
13.7. Invoices are transmitted electronically via email. Sending invoices by post costs 1.59 euros per invoice.
§ 14 Limitation
All claims of the client against the contractor expire, as far as legally permissible and not regulated otherwise, no later than twelve months after the end of the contract. After this period, any claims due to defects in the work or services are excluded. The contractor is then entitled to destroy the documents received from the client.
§ 15 Intellectual Property and Usage Rights
15.1. The company reserves all rights to the data obtained in the course of the services provided and to the reports created.
15.2. The client may use the reports produced in the context of the contractual relationships, including all tables, calculations, and other details, only after full payment of the fee and only for the contractually agreed purpose. However, the client is not permitted to alter, edit, or use the reports partially. Passing on reports to authorities or other public bodies is permissible, provided and to the extent that this is required for the contractually presupposed purpose or legally mandated.
15.3. The company reserves its rights to all testing methods and to all equipment or facilities that it has developed or generally uses unless these were exclusively developed for the client in the course of delivering work results according to a written agreement.
§ 16 Final Provisions
16.1. The law of the Federal Republic of Germany shall apply exclusively.
16.2. If provisions of the General Contract Conditions are ineffective, the remaining provisions are not affected thereby. The parties undertake to replace the ineffective provisions with economically equivalent ones that come closest to the intent and purpose of the invalid or unenforceable provision. The same applies to contractual gaps.
16.3. Modifications and amendments to the contract require written form and must be expressly marked as such. This also applies to the waiver of the requirement for written form itself.
16.4. If the client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the business seat of the contractor. The same applies if the client does not have a general place of jurisdiction in Germany or if the domicile or usual place of residence at the time of the action is not known.
16.5. Both parties undertake to share information about the content and/or result of the provided service only in mutual agreement with third parties.
16.6. Both parties commit to mutual loyalty. This specifically includes refraining from employing or otherwise engaging employees or former employees who have been involved in the execution of the order before 12 months after the end of the cooperation have elapsed.
16.7. The parties will solve economic difficulties in their cooperation through economically equivalent measures within the meaning of this contract. All essential decisions will be made by mutual agreement.
16.8. The obligations of confidentiality extend beyond the termination of the contractual relationship. Both parties undertake to instruct their employees and subcontractors, who have access to confidential information, on compliance with the confidentiality obligations and ensure that these persons are also bound to confidentiality.
