29.04.2025
Online
GENERAL TERMS AND CONDITIONS
Stand: 21.10.2022
Scope of application
The following General Terms and Conditions shall apply to all offers submitted by PASSION4IT GmbH and to all other contracts concluded with PASSION4IT GmbH. Any conflicting general terms and conditions of the contractual partner are expressly rejected. They shall only apply if this has been expressly confirmed in writing by PASSION4IT GmbH.
Conclusion of contract, subject matter of contract
The subject matter of the contract is the service described in PASSION4IT GmbH's offer.
The contract between PASSION4IT GmbH and the customer is concluded as soon as receipt of the offer accepted by the customer has been confirmed by PASSION4IT GmbH in writing, by e-mail or by fax. The contractual partner shall be bound by an offer submitted by him for at least 1 month. A contract is concluded when PASSION4IT GmbH issues a written order confirmation.
Verbal collateral agreements and subsequent amendments to the contract shall only apply if they are expressly confirmed in writing by PASSION4IT GmbH. The same shall apply to warranted characteristics. Illustrations and information in catalogs and brochures shall be authoritative if they are expressly designated as binding in the contract.
Place of performance
Unless otherwise agreed, the agreed service shall be provided in 94234 Viechtach within a reasonable period of time for the scope of the service
Basis of cooperation
The cooperation is based on a service contract. Services are invoiced monthly on the basis of TäThe costs are settled on the basis of proof of activity.
Copyright, right of use
Concepts, proposed solutions and consultations of PASSION4IT GmbH constitute a service protected by copyright, which is made available to the customer for use exclusively in connection with the contractual service for the agreed purpose and to the agreed extent.
If the customer submits its own concepts, PASSION4IT GmbH shall be entitled, but not obliged, to use these free of charge when providing the contractual service. The customer shall grant PASSION4IT GmbH the right to use the drafts and concepts submitted free of charge for the provision of the contractually agreed service. The customer warrants that no copyrights of third parties are infringed. If third parties assert claims against PASSION4IT GmbH based on an infringement of rights, the customer shall indemnify PASSION4IT GmbH comprehensively against such claims. This shall not apply if PASSION4IT GmbH modifies the drafts and concepts submitted.
PASSION4IT GmbH shall grant the customer the exclusive right to use the finished contractual service. Ownership shall remain with PASSION4IT GmbH.
The use of copyrighted services of PASSION4IT GmbH in whole or in part by third parties is only permitted with the written consent of PASSION4IT GmbH. This also applies to concepts and proposed solutions that have not been implemented.
Provision of services by subcontractors
PASSION4IT GmbH shall be entitled to engage subcontractors or third parties to provide the contractual services. Third-party costs and expenses (e.g. for travel costs, consultations and other expenses) shall be invoiced separately to the customer. If no agreement has been made in this respect, the agreed fee of PASSION4IT GmbH shall apply.
Obligations of the customer to cooperate
The customer shall provide PASSION4IT GmbH with comprehensive information about the service requested, the objective and the scope of the fee as the basis for the preparation of the offer. This also includes reference to specifications to be complied with or the use of existing concepts and IT architectures as well as the provision of the respective documents.
The customer shall provide a sufficient number of technically qualified employees to implement the projects and participate in the necessary workshops.
Data protection
You can find our privacy policy on our website:
https://www.passion4it.de/datenschutz
Liability
PASSION4IT GmbH undertakes to perform the contractually agreed services with professional and commercial diligence and to observe these principles also when engaging third parties to fulfill the order.
Subject to the following provisions, claims for damages by the customer - irrespective of the legal grounds, including those arising from tort and pre-contractual breach of duty - for the slightly negligent breach of duties by PASSION4IT GmbH, its legal representatives or vicarious agents are excluded.
In the event of a slightly negligent breach of material contractual obligations, the liability of PASSION4IT GmbH shall only cover the amount of the order value for the individual case of damage, but at least the typical damage foreseeable at the time of conclusion of the contract.
The above exclusions and limitations of liability shall not apply in cases of strict liability, in particular under the Product Liability Act, in the event of bodily injury or damage to health or loss of life or the absence of warranted characteristics, in the event of fraudulent intent, intent and gross negligence.
If PASSION4IT GmbH uses certain materials or commissions third parties at the express request of the customer, although it has informed the customer of its concerns in this regard, the customer shall indemnify PASSION4IT GmbH against any liability.
For errors in the concepts checked and approved by the customer takes over PASSION4IT GmbH shall not be liable for any damages.
We have public liability insurance, cybersecurity and legal protection insurance with ALLIANZ-Versicherungs-AG, 10900 Berlin.
Amendment of the contractual conditions
Unless otherwise specifically regulated, PASSION4IT GmbH is entitled to amend or supplement the General Terms and Conditions to the extent that this is necessary for valid reasons, in particular due to a change in the legal situation, technical changes or further developments or other equivalent reasons and does not unreasonably disadvantage the contracting partner. PASSION4IT GmbH shall notify the contracting partner of the amendments or additions in text form at least six weeks before they take effect.
If the contractual partner does not agree with the amendments or additions to the contractual terms and conditions, it may object to the amendments with a notice period of one week to the date on which the amendments or additions are intended to take effect. The objection must be in text form.
If the contractual partner does not object, the amendments or additions to the contractual conditions shall be deemed to have been approved by him.
PASSION4IT GmbH shall specifically draw the contractual partner's attention to the intended significance of his conduct when notifying him of the amendments or additions to the contractual terms and conditions.
Dispute resolution proceedings before a consumer arbitration board
We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.
Warranty and obligation to give notice of defects
We guarantee that the service provided by us has the expressly agreed quality characteristics or, if a quality has not been agreed, that it is suitable for the contractually stipulated use, otherwise for normal use and has a quality that is customary for deliveries and services of this type and can be expected by the contractual partners for deliveries and services of this type.
The contractual partner, if he is a merchant, shall, in fulfillment of his obligation to give notice of defects pursuant to § 377 HGB (German Commercial Code), notify us immediately in writing of any defects recognizable upon delivery as well as any defects occurring later, giving a detailed description of the problem that has arisen and the information required to remedy the defect. If the contractual partner fails to simply notify us of the defect, he shall lose all warranty rights insofar as they are based on a defect that was recognizable upon delivery of the goods or on the defect that occurred later.
We reserve the right to fulfill our warranty obligation primarily by rectification. The contractual partner shall cooperate to the necessary extent free of charge, e.g. by providing employees, work rooms, hardware and software, data and telecommunications equipment. The contractual partner shall grant us access to the hardware and software both directly and via remote data transmission. He shall answer our inquiries in this regard, check results and test improved software without delay.
The urgency of remedying defects shall depend on the degree of hindrance to the Contractual Partner's operations caused by the defect. If the rectification of defects ultimately fails, the contractual partner may, in accordance with the statutory provisions, reduce the remuneration, withdraw from the contract or, in the case of an existing continuing obligation, terminate the contract without observing a notice period. Claims for damages based on warranty law are excluded. Unless the defect has been fraudulently concealed, the warranty rights shall expire one year from the beginning of the statutory warranty period, i.e. in the case of the purchase of an item from delivery of the item (Section 438 II BGB) and in the case of the manufacture of a work upon acceptance (Section 634a II BGB).
The contractual partner shall bear the burden of proof that defects or restrictions in usability are not caused or contributed to by improper operation or an intervention carried out by the contractual partner. The contractual partner shall also bear the burden of proof that any defects or restrictions in usability are not caused by the system environment available to the contractual partner. In these cases, the contractual partner has no claim to warranty. § Section 476 BGB remains unaffected.
If claims are asserted by a third party which conflict with the exercise of the right of use contractually granted by us to the contractual partner, the contractual partner must inform us of this immediately and in full. The contractual partner already authorizes us at this point in time to conduct the dispute with the third party out of court and in court. If we make use of this authorization, the contractual partner may not recognize claims of the third party without our consent. In return, we assure the contractual partner that third-party claims will be defended against at our expense and that the contractual partner will be indemnified against all costs and damages associated with the defense against claims, provided that these are not based on conduct by the contractual partner in breach of duty. We are free to fulfill the claims asserted by the third party. Insofar as we are of the opinion that the claims of which a third party is aware actually exist, we shall be free in relation to the contractual partner to replace the disputed items with other items that are also in conformity with the contract. Otherwise, the statutory provisions for defects of title shall also apply in this respect, in particular the warranty period of one year in accordance with Clause XII, No. 4.
Fee
Services are invoiced monthly on the basis of activity reports.
Half the hourly rate is charged for travel time.
Unless otherwise stated, we charge travel expenses:
Flight (economy); train: 1st class; car: 1,00€/km from 94234 Viechtach; fees; cab; overnight stays at cost.
PASSION4IT GmbH shall be entitled to demand advance payments and to issue interim invoices. All services provided by PASSION4IT GmbH are subject to value added tax at the statutory rate. All payments shall be made without deductions to the account of PASSION4IT GmbH within fourteen days of receipt of the invoice by the customer.
PASSION4IT GmbH shall be entitled to increase the prices for recurring services in continuing obligations for the first time after the expiry of 12 months after the commencement of the contract and at most once a year with a notice period of three months in accordance with the cost development at PASSION4IT GmbH. PASSION4IT GmbH may pass on additional cost increases for advance services provided by third parties, unless PASSION4IT GmbH has caused them. As soon as the remuneration increases by more than 10 %, the customer shall be entitled to terminate the affected contract extraordinarily with a notice period of six weeks after receipt of the request for increase as of the date on which the increase takes effect. If the contract contains several divisible services, which can also be ordered independently of each other, and only one part of the contract is affected by a request for an increase of more than 10 %, the special right of termination shall only apply to this part of the contract.
In the event of a reduction in the corresponding costs, the customer may also demand a corresponding reduction in the remuneration for the first time after the expiry of 12 months. The announcement of a price adjustment shall be sent by e-mail to the address provided by PASSION4IT GmbH for contract communication.
Reference agreement
The client declaresäBy placing the order, the customer agrees to be named as a reference customer on the website www.passion4it.de with logo and text. For this purpose alone, PASSION4IT GmbH is authorized to use the (brand) name of the customer and the logo, as well as to write a short text explaining the customer's name and logo.äThe client shall declare the area in which the economic cooperation has taken place. The client shall declareäAt the same time, the company confirms that it is the owner of these rights. Consequences arising from the use of the company name and/or logo for a specific purpose may beöPASSION4IT GmbH shall not be held liable for any damage. The client shall indemnify PASSION4IT GmbH against any liability. This reference agreement may be terminated at any time and without stating reasons.üThe right of revocation may be revoked in part or in its entirety.
Final provisions
The place of jurisdiction for all mutual claims arising from contracts with registered traders, legal entities under public law, special funds under public law and persons who have no general place of jurisdiction in Germany is 94234 Viechtach. The same shall apply if the contractual partner has an unknown place of residence or has moved his place of residence or habitual abode abroad. If the claims in such cases relate to transactions of our branch offices, we may also assert our claims before the courts at the registered office of the branch office.
The place of performance for both parties and for all present and future claims arising from the business relationship is 94234 Viechtach, provided the contractual partner is an entrepreneur. Insofar as the claims are based on a business transaction concluded by our branch office, the place of performance for entrepreneurs is the registered office of the branch office.
The contractual relationship shall be governed exclusively by German law to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods.
Amendments to the contract, additions or declarations relevant to the contract must be made in writing.
The contractual partner may only assign claims against us arising from contracts concluded with us to third parties with our express written consent.
Should one of these provisions prove to be invalid, this shall not affect the validity of the remaining provisions of our General Terms and Conditions. In this case, the parties undertake to agree a replacement provision in place of the invalid provision that comes as close as possible to the purpose of the agreement and that leads to the same economic result as far as possible.
