Terms & Conditions

General Terms and Conditions of GUTSTIFTER GmbH

Version: January 2026

§1 Scope of Application

These General Terms and Conditions apply to all contracts between GUTSTIFTER GmbH and its clients. Any conflicting or deviating general terms, contractual terms and/or purchasing conditions shall not be recognized unless their applicability has been expressly agreed to in writing.

Where individual contractual agreements have been concluded between the parties, such agreements shall take precedence over these General Terms and Conditions. In such cases, these General Terms and Conditions shall apply only on a supplementary basis, insofar as no provisions or no deviating provisions are stipulated in the individual contract.

§2 Services of GUTSTIFTER GmbH

The parties agree that GUTSTIFTER GmbH owes exclusively the provision of services and neither the creation of a work nor the achievement of a specific result.

The service contract nature of the obligations shall remain unaffected even if GUTSTIFTER GmbH undertakes to document the services in writing or to prepare and deliver reports, studies or comparable documents. Unless expressly agreed otherwise, such documents shall not constitute expert opinions.

GUTSTIFTER GmbH is entitled to engage qualified third parties as subcontractors for the performance of the services. GUTSTIFTER GmbH does not owe any legal, tax or auditing services. Where such services are arranged through appropriately qualified professionals, GUTSTIFTER GmbH acts solely as an intermediary.

GUTSTIFTER GmbH is not obliged to verify the accuracy, completeness or correctness of any information, data or documents provided by the client. If obvious inaccuracies or incompleteness are identified, GUTSTIFTER GmbH shall notify the client accordingly.

The client is entitled to request the rectification of defects and must notify such defects without undue delay. GUTSTIFTER GmbH shall be granted the opportunity to remedy any defects.

§3 Retention of Documents

GUTSTIFTER GmbH shall no longer be obliged to retain documents provided by the client once three years have elapsed since the termination of the contractual relationship or six months have elapsed since a written request to collect such documents.

§4 Client’s Cooperation Obligations

The client is obliged to support GUTSTIFTER GmbH in the performance of the services and to provide all required information, documents and prerequisites in a timely manner.

The client shall designate one or more authorized representatives who are entitled to issue binding declarations on behalf of the client.

§5 Data Protection and Data Transmission

The client agrees to the transmission of data and information via unencrypted email. If encrypted transmission is required, the client must notify GUTSTIFTER GmbH in writing.

GUTSTIFTER GmbH is entitled to process personal data in the course of service provision and to transfer such data to suitable third parties insofar as this is necessary for the performance of the contract. Confidentiality shall be ensured at all times.

§6 Rights to Work Results

All copyrights and related intellectual property rights in the work results created by GUTSTIFTER GmbH shall remain with GUTSTIFTER GmbH.

The client is granted a simple, non-transferable right of use for its own internal business purposes. Any transfer to third parties requires the prior written consent of GUTSTIFTER GmbH, unless such transfer is already implied by the purpose of the contract.

§7 Right of Retention

GUTSTIFTER GmbH shall have a right of retention over documents provided to it until all claims arising from the contractual relationship have been fully satisfied, provided that this does not result in a disproportionate disadvantage for the client.

§8 Remuneration

(1) The agreed remuneration plus statutory value-added tax shall apply unless otherwise agreed in an individual contract.

(2) GUTSTIFTER GmbH is entitled to invoice services on an ongoing basis or according to the progress of performance.

(3) Invoices shall be payable 35 calendar days after receipt of the invoice and proper acceptance of the services, unless otherwise agreed in writing.

(4) Early payment may only be made following prior consultation and the express approval of GUTSTIFTER GmbH. There is no entitlement to early payment.

(5) Approval for early payment requires that all documentation relevant for review and approval is fully attached to the invoice. Incomplete or non-verifiable invoices shall not be due for payment.

(6) If early payment is approved in individual cases, deviating conditions may be agreed, in particular deductions from the invoice amount.

(7) In the case of exceptionally high invoice amounts, GUTSTIFTER GmbH reserves the right to refuse early payment or to define deviating conditions.

(8) Necessary and documented expenses shall be reimbursed separately unless otherwise agreed.

(9) Set-off is permitted only against undisputed or legally established claims.

(10) Multiple clients shall be jointly and severally liable.

§9 Confidentiality

GUTSTIFTER GmbH undertakes to maintain confidentiality with regard to all information obtained in the course of contract performance, unless disclosure is required by law or justified by legitimate interests.

§10 Liability

The liability of GUTSTIFTER GmbH is limited to intent and gross negligence. In cases of simple negligence, liability shall apply only in the event of a breach of essential contractual obligations and shall be limited to the foreseeable, contract-typical damage.

Liability is limited to EUR 250,000 per damage event. Liability for lost profits and production downtime is excluded.

§11 Limitation Period

Claims of the client shall become time-barred after two years. In cases of intent, the statutory limitation periods shall apply.

§12 Termination of the Contractual Relationship and Consequences of Termination

(1) The contractual relationship may be terminated by either party with 14 days’ notice to the end of a calendar month, in written form.

(2) If the assignment ends prior to full completion, GUTSTIFTER GmbH shall be entitled to remuneration for the services actually rendered up to the date of termination.

(3) If the assignment is terminated for reasons attributable to the client, GUTSTIFTER GmbH may claim compensation for the resulting damage.

(4) Both parties reserve the right to prove a lower or higher amount of damage.

§13 Completion of the Assignment

The assignment shall be deemed completed upon full performance of the agreed services. Any objections must be asserted in writing within four weeks after the relevant notification.

§14 Final Provisions

German law shall apply exclusively.

The place of jurisdiction shall be the registered office of GUTSTIFTER GmbH.

Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a provision shall apply that comes as close as possible to the economic purpose of the invalid provision.