General Terms & Conditions

§ 1 Scope, Contracting Parties, Order of Precedence
(1) These General Terms and Conditions (GTC) apply to all contracts, offers, and legal relationships between Vermehren Consulting, Owner: Isabela Vermehren, Augustenstrasse 87, 80798 Munich (hereinafter: “Contractor”) and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter: “Client”).
(2) The Contractor’s services are directed exclusively at entrepreneurs within the meaning of Section 14 BGB. Consumers within the meaning of Section 13 BGB are excluded from commissioning services. Founders preparing to establish a business (e.g., Unternehmergesellschaft i.G., GmbH i.G., or with already submitted business registration) are deemed entrepreneurs and may use the Contractor’s services.
(3) For the contractual relationship, the following order of precedence applies: (a) special agreements/project sheets, (b) remuneration agreement (Annex “Remuneration/Pricing”), (c) other attachments/service descriptions.
(4) Deviating, conflicting, or supplementary terms and conditions of the Client shall only become part of the contract if the Contractor expressly agrees to their validity in writing.

§ 2 Subject Matter of the Contract, Types of Services
(1) Depending on the assignment, the Contractor provides in particular:
a) consulting/corporate and process consulting/controlling,
b) preliminary bookkeeping (without tax advisory services) and activities in client systems (e.g., Agenda, Lexoffice, SevDesk, Accountable).
(2) Unless a specific work result is expressly agreed upon, the Contractor renders services within the meaning of Sections 611 et seq. BGB. Results, recommendations, and concepts are provided—unless otherwise agreed—without any guarantee of success.
(3) The Contractor does not provide legal or tax advisory services. Tax assessments fall under the responsibility of the Client’s appointed tax advisor. “Preliminary accounting” includes preparatory activities only (e.g., document collection, pre-entry, allocation) within the legally permitted scope of Section 6 (3) and (4) of the German Tax Consultancy Act (StBerG) (in particular booking of current business transactions, ongoing payroll accounting, and preparation of payroll tax filings).

§ 3 Conclusion of Contract, Text Form
(1) Offers by the Contractor are non-binding unless expressly designated as binding.
(2) The contract is concluded either by written acceptance of the offer, countersigned project/order confirmation, signature of special agreements, or by commencement of service delivery.
(3) Declarations in text form (email) are sufficient unless written form is expressly required.
§ 4 Service Delivery, Deadlines, Change Requests
(1) The Contractor performs services remotely or on-site at the Client’s premises, depending on agreement.
(2) Dates and deadlines are only binding if expressly agreed as such.
(3) Change or extension requests (“Change Requests”) by the Client require confirmation by the Contractor; additional effort, timeline adjustments, and compensation changes will be agreed separately or billed according to the remuneration agreement.
(4) The Contractor may use subcontractors. Responsibility for contractual performance towards the Client remains with the Contractor.

§ 5 Client’s Duty to Cooperate
(1) The Client shall provide all information, documents, access data, and contact persons required for service delivery in a timely, complete, and appropriate form.
(2) For bookkeeping services, documents must be provided electronically no later than the 3rd business day of the following month; the Contractor may specify standards for formats/transmission.
(3) Delays, additional work, or extra costs due to late, incorrect, or incomplete cooperation shall be borne by the Client and billed in accordance with the remuneration agreement.

§ 6 Remuneration, Price Lists, Additional Costs
(1) Remuneration, hourly rates, flat fees, module services, and price lists are set out in the remuneration agreement (annex) in its current version.
(2) Separate price lists apply to module services; unless otherwise agreed, the prices stated therein apply.
(3) Time-critical services requested by the Client, as well as additional processing effort due to the nature/organization of provided information/documents, are charged in addition according to the remuneration agreement (including any express surcharges).
(4) The Contractor may reasonably adjust remuneration annually on January 1 (§ 315 BGB), if general costs (e.g., personnel, energy, rent, insurance, software licenses) change significantly.
A price adjustment may not exceed 5% per calendar year without special justification. If actual cost increases exceed this limit due to extraordinary factors beyond the Contractor’s control (e.g., significant energy cost increases, statutory charges, inflation surges), further adjustments are permissible if reasonable for the Client.
The adjustment will be communicated in text form at least 6 weeks before it takes effect.

§ 7 Travel Expenses / Disbursements
Travel and incidental expenses will be billed according to the remuneration agreement.

§ 8 Payment Terms, Default, Set-Off
(1) Invoices are due according to the chosen payment method under § 11 of the remuneration agreement. Standard payment term for invoices: 7 calendar days.
(2) Payment methods:
(a) Invoice (7-day payment term) – granted only with positive credit check;
(b) SEPA business direct debit (debited no earlier than 5 calendar days after invoice; mandate must be deposited with the bank) – granted only with positive credit check;
(c) Advance payment or appropriate security.
(3) In case of returned direct debits, the Client bears bank fees and a reasonable processing fee (regularly €25); proof of higher/lower damages remains reserved.
(4) In the event of payment default, the Client owes statutory default interest (§ 288 (2) BGB: 9 percentage points above the base rate) plus the €40 default fee (§ 288 (5) BGB). Further damages may be claimed.
(5) Rights of retention or set-off apply only to undisputed or legally established counterclaims.
(6) The Contractor may refuse or suspend service delivery while due payments remain outstanding.

§ 9 Credit Check
(1) The Contractor may obtain credit information from recognized credit agencies (e.g., Creditreform, SCHUFA) for the purpose of contract execution, risk assessment, and safeguarding payment claims, based on legitimate interest (Art. 6(1)(f) GDPR). The Contractor will notify the Client in text form before obtaining such information for the first time.
(2) If the Client refuses consent or withdraws it for the future, the Contractor may revoke payment terms and provide services only against advance payment or adequate security.

§ 10 Acceptance (Work Services Only)
(1) If the parties agree on work services with a defined project result, the Client must examine the delivered performance within 3 business days after provision and declare acceptance or notify defects in writing.
(2) If no substantiated notification of defects is made within 3 business days, the performance is deemed accepted.
(3) Minor defects do not entitle refusal of acceptance.

§ 11 Rights to Work Results, Right of Retention
(1) All concepts, methodologies, documents, analyses, software snippets, and other work results created by the Contractor are protected by copyright/performance rights.
(2) After full payment, the Client receives a simple, non-transferable, non-sublicensable right to use the results for the contractually agreed purpose. Disclosure to third parties requires written consent.
(3) Original documents and Client-provided data will not be withheld; however, the Contractor may retain its own work results until full payment is received.

§ 12 Confidentiality, Data Protection, Data Processing
(1) Both parties must keep all information obtained during the collaboration confidential. This obligation continues indefinitely after contract termination. If disclosure is required by law, court, or authorities, the receiving party must notify the other party immediately (where legally and practically possible) and take reasonable steps to limit disclosure to the minimum necessary.
(2) The Contractor processes personal data in accordance with GDPR, in particular Art. 6(1)(b) (contract) and Art. 6(1)(f) (legitimate interest, e.g., credit checks).
(3) If the Contractor processes personal data on behalf of the Client, the parties will conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins.
(4) Further information can be found in the Contractor’s privacy policy (website).

§ 13 Warranty, Liability
(1) The Contractor does not guarantee any specific success unless expressly agreed otherwise in writing. Recommendations, analyses, and concepts are based on information provided by the Client; the Contractor assumes no liability for completeness or accuracy of such information.
(2) The Contractor is liable for damages—regardless of legal grounds—only in cases of intent or gross negligence. In cases of slight negligence, liability is limited to breaches of essential contractual obligations (cardinal obligations) and then limited to typical foreseeable damages.
(3) Liability for indirect damages, loss of profit, missed savings, production or usage downtime, and consequential damages is excluded unless mandatory statutory provisions require otherwise.
(4) Except in cases of intent, gross negligence, or injury to life, limb, or health, liability is limited to the value of the respective individual contract. For ongoing contracts with monthly fees, liability—except in the aforementioned cases—is limited to a maximum of twelve times the agreed monthly fee. These limitations apply only to the extent permitted by law.

§ 14 Force Majeure
(1) Events of force majeure, such as natural disasters, pandemics, strikes, government orders, or major IT/infrastructure disruptions that cannot be prevented with reasonable means, release the affected party from its obligations for the duration and scope of the impact.
(2) If the disruption lasts longer than 60 days, both parties may terminate the contract extraordinarily.
§ 15 Term, Termination, Insolvency
(1) Term and ordinary termination are defined in the main contract or the special agreements.
(2) Important reasons justifying extraordinary termination include serious breaches of duty, persistent payment default, negative creditworthiness, unauthorized data use, or breach of confidentiality.
(3) The Client must immediately inform the Contractor if insolvency threatens. Upon filing for insolvency, the Contractor may immediately cease services and terminate extraordinarily; services rendered but not yet invoiced become immediately due.
(4) Bookkeeping work will be continued only up to the insolvency opening date or last remunerated service date; thereafter, documents and prepared accounting information will be handed over to the Client or insolvency administrator.

§ 16 References, Public Relations
Referencing the Client or showcasing projects for promotional purposes requires the Client’s prior written consent.
§ 17 Assignment, Transfer of Rights
(1) The Client may assign claims arising from the contractual relationship only with the Contractor’s prior written consent. Section 354a German Commercial Code (HGB) remains unaffected.
(2) The Contractor may transfer the contractual relationship to affiliated companies or legal successors; the Client will be informed in writing.

§ 18 Amendments to these GTC
(1) The Contractor may amend these GTC with effect for the future.
(2) For continuing obligations, amendments will be communicated to the Client in text form at least 6 weeks before taking effect. If the Client does not object within this period, the amendments are deemed accepted. The Contractor will explicitly inform the Client of the right to object and the right to extraordinary termination. In case of timely objection, both parties may extraordinarily terminate the agreement as of the amendment date.

§ 19 Final Provisions
(1) Amendments or additions must be in writing; text form is sufficient unless otherwise stipulated. No oral side agreements exist.
(2) If any provision is invalid, the remaining provisions remain unaffected. Invalid or unenforceable clauses shall be replaced by statutory provisions.
(3) German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and German conflict-of-law rules. Place of jurisdiction is Munich.
(4) Contract language is German.