Terms and Conditions
General Terms and Conditions "KLEVERBILL" of S/F/G Receivables Management GmbH Organizational Consulting
As of July 2024
Scope
(1) All services provided by S/F/G Forderungsmanagement GmbH Organizational Consulting (hereinafter referred to as 'Contractor'), which are offered under the 'KLEVERBILL' service package, are exclusively subject to these General Terms and Conditions. They form an integral part of all contracts that the Contractor enters into with its contractual partners (hereinafter referred to as 'Client') regarding the services offered under the 'KLEVERBILL' service package. These terms also apply to all future services or offers to the Client, even if they are not separately agreed upon again.
(2) The terms and conditions of the client or third parties do not apply, even if the contractor does not explicitly object to their validity in an individual case. Even if the contractor refers to a document that contains or references the client’s or a third party’s terms and conditions, this does not constitute an agreement to the application of those terms and conditions.
II. Offer and Contract Conclusion
(1) All offers made by the contractor are invitations to initiate a contract by the client, thus they remain non-binding and subject to change unless explicitly marked as binding or containing a specific acceptance period. The contractor may accept orders or assignments within 14 days of receipt.
(2) The sole authoritative basis for the legal relationship between the contractor and the client is the service description of the service chosen by the client, including these General Terms and Conditions. These comprehensively reflect all agreements between the contractual parties regarding the subject matter of the contract. Provisions in the service description take precedence over these General Terms and Conditions. Oral promises made by the contractor prior to the conclusion of this contract are legally non-binding, and oral agreements between the contractual parties are replaced by the written contract unless it is expressly stated otherwise that they remain binding.
(3) Amendments and modifications to the agreement, including these General Terms and Conditions, must be made in written form to be effective. With the exception of managing directors or authorized signatories, employees of the contractor are not authorized to make any oral agreements that deviate from this.
(4) When entering into contracts via the website "https://app.kleverbill.de," the client has the option under the "Settings" menu to select the service they wish to order, with the ability to add or remove individual services at any time. The ordering process can be initiated by clicking the "Proceed to Contract" button.
(a) During the ordering process, the necessary information required to execute the contract is requested. Additionally, the client must confirm their agreement with the general terms and conditions by using a checkbox, and, if applicable, enter into a data processing agreement. Before submitting the binding order, the client can check for entry errors in address and billing data and correct them using the "Edit" button. There is an option to cancel the order by closing the browser throughout the entire ordering process. The order is only forwarded to the contractor by clicking the "Complete Contract" button.
(b) The receipt of the electronic order by the contractor is confirmed via email. The confirmation of receipt constitutes the acceptance of the offer to conclude the contract (“Order Confirmation”). The order confirmation reiterates the client's order, including additional information, particularly the General Terms and Conditions applicable to the contract, and the client is given the opportunity to store them. The client is advised to save or print this order confirmation along with the General Terms and Conditions, as such a comprehensive compilation of contractual terms is generally not stored with the contractor and will not be accessible to the client thereafter.
(5) Free Trial Period: If the contractor offers a free trial period for the use of KLEVERBILL (e.g., "Try KLEVERBILL for free for 14 days"), the client may, upon initial registration, test the services of KLEVERBILL free of charge for the duration specified in the respective offer or during registration to assess its suitability for their purposes. Services accessible through or integrated with KLEVERBILL from third-party providers may be excluded from this free trial period; this will be indicated separately if applicable. The trial period ends automatically upon the expiration of the agreed duration without the need for termination. If no paid contract for the continued use of KLEVERBILL is concluded during or immediately after the trial period, the data entered by the client during the trial period will be irrevocably deleted no later than 30 days after the end of the trial period. A recovery of the deleted trial data is not possible.
III. Services Provided by the Contractor
(1) The content and scope of the contractor’s services are derived from the service description available at the time of contract conclusion, which is provided to the client before signing the contract (in some cases, accessible electronically) and is attached to the contractual documents at the time of contract conclusion (possibly via email).
(2) The service descriptions may be amended post-contract for a concluded agreement if it is necessary due to a significant reason, ensuring the client is not objectively disadvantaged compared to the service description included at the time of contract formation (e.g., retention or enhancement of functionalities), no substantial deviations are made, and no legitimate interests of the client are contravened. A significant reason exists if there are technical innovations in the market for the owed services or if third parties, from whom the contractor sources necessary preliminary services to fulfill their obligations, alter their service offerings.
IV. Prices and Payments
(1) The prices in offers (Section II.1 of these terms) are subject to change and are, unless otherwise specified, net prices plus the statutory VAT. The contractor charges both a success-independent and a success-dependent fee for their services. The prices to be agreed upon or which have been agreed upon contractually are derived from the service description valid at the time of contract conclusion.
(2) Invoice amounts are due immediately and must be paid without any deductions unless otherwise agreed. The date of payment is determined by receipt by the contractor. If the client fails to pay when due, the outstanding amounts will accrue interest at a rate of 5% per annum from the due date; the assertion of higher interest rates and further damages in the event of default (particularly statutory default interest) remains unaffected.
(3) If the contractor receives payments from third parties, the contractor is entitled to offset such payments, received without prior disbursement to the client, against due monetary claims, regardless of whether these are success-independent or success-dependent.
(4) Offsetting with counterclaims by the client or withholding payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.
(5) The contractor is entitled to execute or perform any outstanding services only in exchange for advance payment or security for the non-performance-related remuneration if, after the contract is concluded, circumstances become known to him that are likely to significantly impair the client's creditworthiness and thereby endanger the payment of the contractor's outstanding claims by the client from the respective contractual relationship (including from other individual orders that fall under the same framework agreement).
V. Obligations of the Client
(1) The client must ensure that (personal) data from third parties, which must be transferred to the contractor for the fulfillment of the owed service, is transmitted to the contractor in a manner that is permissible under data protection laws. If necessary, the client must obtain consents from the respective third party or conclude a data processing agreement with the contractor.
(2) If the client commissions the contractor to assert claims under the client's name, the client must grant the contractor the necessary power of representation and allow the use of trademark and naming rights for this purpose.
(3) The client is solely responsible for complying with their tax obligations, particularly regarding retention obligations, to the tax authorities, and must ensure that the tax authorities have the necessary access to the data.
(4) The client will not engage the contractor to collect claims that are time-barred, invalid (e.g., due to immorality), or contested for plausible reasons.
VI. Liability
The contractor is liable for damages only in cases of intent and gross negligence, for culpable injury to life, body, health, within the scope of any warranty commitment, or under liability according to the Product Liability Act. For culpable breaches of essential contractual obligations (which allow for the proper implementation of the contract and on whose adherence the client regularly relies), the contractor is also liable for slight negligence, but then limited to the typical, reasonably foreseeable damage under the contract. The limitation of liability also applies to claims for reimbursement of expenses under § 284 of the German Civil Code. Otherwise, claims for damages, regardless of the legal basis, are excluded.
VII. Usage Rights
(1) The contractor grants the client the simple and non-exclusive right to use the IT platforms provided as part of the service for the duration of this contract in accordance with the provisions below. The client is authorized to access the software operated on the contractor’s IT platforms to process their data there. The client may use the transaction software on the contractor’s IT platforms solely for their own business purposes and only through their own personnel. Use by third parties is excluded. The contractor is not obligated to provide the client with the source code of the software.
(2) The transfer of a user account provided for the use of IT platforms to third parties or the granting of usage rights to third parties, as well as the joint use of an account (account sharing), is not permitted. The use of an unauthorized modified or altered form of the software or IT platform by the client is not permitted.
(3) A breach of the aforementioned provisions entitles the contractor to terminate the agreement without notice.
VIII. Contract Duration
(1) The contract commences upon conclusion and continues indefinitely. The client has the right to terminate the contract with a notice period of 14 days to the end of the month. Additionally, the client may issue a notice of change with a 14-day notice to the end of the month, indicating that from the following month, different services from those described in the service description valid at the time of the notice of change shall be agreed upon at the then-current price, without the need for further declaration by the contractor in this case.
(2) The contractor may terminate the contractual relationship with one month's notice at the end of the quarter.
(3) The right to terminate for cause without notice remains unaffected. A significant reason for the contractor, in particular, exists if the client is in arrears with the payment of the non-performance-based remuneration for at least two months.
(4) Termination declarations, regardless of their nature, must be made in written form.
IX. Place of Performance, Jurisdiction, Applicable Law
(1) The place of fulfillment for all services related to the contractual agreement is the contractor's place of business. For all disputes arising from and in connection with the business relationship between the contractor and the client, regardless of the legal grounds, the choice of jurisdiction is either Stuttgart or the client's location at the discretion of the contractor. However, for claims against the contractor, Stuttgart is the exclusive place of jurisdiction in these cases. Mandatory legal provisions regarding exclusive jurisdictions remain unaffected by this regulation.
(2) The relationships between the contractor and the client are exclusively governed by the laws of the Federal Republic of Germany.
(3) Should individual provisions be invalid or if there are regulatory gaps, the rest of the contract remains effective. To the extent that the contract or these General Terms and Conditions contain regulatory gaps, those legally effective provisions shall be deemed agreed upon that the contracting parties would have agreed to according to the economic objectives of the contract and the purpose of these General Terms and Conditions, had they been aware of the regulatory gap.