Terms & Conditions

General Terms and Conditions Bionrec GmbH, Hemmingstedter Weg 164, 22609 towards entrepreneurs and merchants.

§ 1 Scope of application

(1) The following General Terms and Conditions (GTC) shall apply to all contracts concluded by Bionrec GmbH (hereinafter referred to as “Contractor”) with its customers (hereinafter referred to as “Customer”), if the Customer is an entrepreneur, a merchant, a legal entity under public law or a special fund under public law.

(2) These GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become an integral part of the contract if and to the extent that the Contractor has expressly consented to their application. This requirement of consent shall apply in any case, for example even if Contractor begins to provide the services without reservation in the knowledge of Customer’s GTC.

§ 2 Services of the Contractor / Cooperation of the Customer

(1) The Contractor shall provide comprehensive services and consulting services in the field of business development. This includes in particular the conception, consulting, design and implementation of acquisition measures, the concrete content of which shall be agreed in each case in individual orders. The Contractor shall also sell products in the field of performance marketing, in particular seminars, events, coaching, mentoring and memberships. Unless expressly agreed otherwise in writing, the Contractor shall not owe the Client the performance of a work / concrete success.

(2) The Customer shall always provide the acts of cooperation incumbent upon it in full and in due time upon first request by the Contractor. If the Customer fails to perform an act of cooperation and thus prevents the Contractor from rendering its services, the Contractor’s claim to remuneration shall remain unaffected.

(3) The Client is aware that third-party providers such as Facebook and Google are entitled to stop / discontinue advertising campaigns at any time without stating reasons. The Contractor shall not be responsible for such action. The remuneration claim of the Contractor shall remain unaffected in these cases.

(4) With regard to the services to be provided by the Contractor to the Customer, the Customer shall have a right to determine the performance in accordance with Section 315 of the German Civil Code (BGB).

(5) Contractor shall be entitled to have services owed to Customer also performed by vicarious agents / subcontractors and third parties.

(6) Any advertising costs incurred for third party providers shall not be included in the remuneration of the Contractor and shall be borne separately by the Client.

(7) If the Contractual Partner instructs the Contractor to pause any campaigns in the meantime or if a pause in the campaign is necessary overall through no fault of the Contractor, this shall not affect the Contractor’s claim to remuneration.

(8) The Client is solely responsible for the legal conformity of any advertisements, landing pages etc.. A check by a legal advisor of the Client in advance is recommended.

(9) The Client shall pay for any necessary overnight accommodation and travel expenses incurred by the Contractor in connection with the performance of the contract. This includes costs for overnight stays in hotel categories up to and including 5-stars, car travel (0.30€ / kilometer), airline tickets in business class, train travel in 1st class as well as other travel costs for the use of public transportation, cabs and parking fees.

§ 3 Conclusion of contracts

The conclusion of the contract between the Contractor and the Customer can be made by telephone, in writing or, in text form and also by means of a commercial confirmation letter (CAB).

§ 4 Services subject to acceptance

(1) The services provided by the Contractor shall generally be subject to the law on service contracts. If, by way of exception, an agreed service is predominantly subject to the law on contracts for work and services by virtue of law and is thus subject to acceptance, the following paragraphs 2-10 shall only apply in relation to these services.

(2) After completion of the respective partial performance, the Contractor may demand acceptance of the partial performance from the Customer in each case and, after all adjustment services have been performed, may additionally demand an overall acceptance of all performances.

(3) Acceptance of the services shall be subject to a functional test by the Customer. The functional test shall be deemed to have been successfully performed if the adjustment services meet the agreed requirements.

(4) If the functional test is carried out successfully, acceptance shall be declared without delay. The Contractor may request the Customer to carry out partial or complete acceptance by setting a deadline of one week. It shall be deemed accepted upon expiry of the deadline if the Customer has not declared to the Contractor in writing which defects still need to be remedied. The Customer shall prepare a defect report on any defects and leave it with the Contractor. The risk of transmission shall be borne by the Customer.

(5) Insofar as significant defects are identified during the functional test, the Contractor shall be obligated and entitled to further process and eliminate such defects.

(6) In the event of a significant defect, the Contractor shall be entitled to rectify the defect twice within a reasonable period to be set by the Customer. The time spent in this respect shall be remunerated separately by the Customer. Insignificant defects in the (partial) performance shall not prevent acceptance.

(7) If there is a dispute between the parties as to whether there is a significant or insignificant defect in a work, an expert publicly appointed by a chamber of industry and commerce shall be consulted on the matter before any legal action is taken. The customer shall be obliged to pay in advance the reasonable remuneration of the expert to be called. Should the called expert determine the existence of a significant defect in the work, the Contractor shall reimburse the Customer for the expenses incurred in this respect.

(8) The (partial) performance to be accepted by the Contractor shall also be deemed to have been accepted if the Customer does not declare acceptance of the respective (partial) performance in writing within 7 working days upon request by the Contractor.

(9) Further claims of the Customer, in particular for reimbursement of the necessary expenses for the elimination of the defects, damages and reimbursement of futile expenses do not exist.

(10) Insofar as the defects leading to the extraordinary termination of the contract do not represent significant defects in the aforementioned sense, the Customer shall also have no claim to the recovery of parts of the remuneration.

§ 5 Payments, Prices, Conditions

(1) The prices stated and communicated by the Contractor shall be binding. The prices communicated are net prices plus statutory value added tax.

(2) The remuneration owed by the Customer to the Contractor shall be due immediately, in full and in advance, subject to any individual agreement to the contrary. A (SEPA) direct debit authorization granted by the Contractor shall also apply to the further business relationship until revoked.

(3) If SEPA direct debit is agreed, the Customer shall provide the Contractor with a written SEPA direct debit mandate after conclusion of the contract. The Contractor shall provide such a mandate upon request.

(4) The Contractor shall issue the Customer with a proper invoice stating the value added tax (if applicable, through vicarious agents).

(5) In the event that agreed direct debits cannot be collected from the Customer’s account and a chargeback occurs, the Customer shall be obligated to transfer the amount owed to the Contractor within three business days after the chargeback and to bear the costs caused by the chargeback.

(6) Offsetting with counterclaims shall only be mutually permissible if the respective other contracting party has acknowledged the offsetting or if the offsetting has been legally established. The same shall apply to the exercise of a right of retention by a contracting party.

§ 6 Termination, Term

(1) The contract shall have the minimum term individually agreed between the parties. Premature termination shall be excluded.

(2) Any free termination rights of the Customer shall be excluded.

(3) Cancellations must be made in writing to be effective.

(4) The right to extraordinary termination for good cause shall always remain unaffected.

§ 7 Delay / extraordinary termination

(1) Deadlines for the provision of services by the Contractor shall not commence until the invoice amount has been received by the Contractor and, as agreed, the data required for the services are available to the Contractor in full or the necessary acts of cooperation have been performed in full.

(2) If the Customer is in arrears with due payments, the Contractor reserves the right not to perform further services until the outstanding amount has been settled.

(3) If the Customer is in default with at least two payments due to the Contractor in the case of payment by installments, the Contractor shall be entitled to terminate the contract extraordinarily and to discontinue the services. The Contractor shall, if necessary, claim the entire remuneration due by the next ordinary termination date as damages.

§ 8 Performance

(1) The Contractor shall perform the agreed services in accordance with the offer with due diligence. The Contractor shall be entitled to use the assistance of third parties for this purpose without restriction.

(2) If the Contractor is prevented from performing the agreed services and the reasons for the impediment originate from the sphere of the Customer, the Contractor’s claim to remuneration shall remain unaffected.

§ 9 Conduct and consideration

(1) The Customer shall ensure the usual conduct of a bona fide businessman towards the Contractor. The Contractor reserves the right to prosecute under civil law any unlawful and/or improper or fact-free statements about the Contractor’s company and services, whether made by customers, competitors or other third parties, in particular untrue statements of fact and defamatory criticism, and furthermore to bring criminal charges against the Contractor without prior notice.

(2) When participating in the Contractor’s programs and events, the Client is obligated to ensure trouble-free progress at the programs and events and to follow the Contractor’s instructions immediately. In the event of repeated infringement of instructions once given, the Contractor shall be entitled to exclude the Client temporarily or permanently from the relevant participation. The Contractor’s claim to remuneration shall remain unaffected in such cases.

(3) Within so-called mentoring calls, the Contractor shall exercise virtual domiciliary rights. The client must follow the instructions of the contractor. There is no right for the client to answer specific questions or a specific number of questions. However, the Contractor shall take into account the concerns of its clients to the best of its ability.

(4) The Client and Contractor shall remove ratings and comments made about each other within the social media at the first request of the Contractual Partner. This obligation shall continue to exist post-contractually for a period of 36 months.

§ 10 Third-party property rights

The Client warrants that working materials (e.g. photos, texts, videos) provided to the Contractor are free of third-party rights or that the necessary permits for the purposes of the main contract have been obtained. In this respect, the Client shall indemnify the Contractor against any claims by third parties.

§ 11 Rights of use

(1) The Customer shall receive a non-exclusive and non-transferable right of use with respect to the work and service results created and made available by the Contractor exclusively for the duration of the contract. Performance and work results in the sense of the underlying contract are all work or services or parts thereof created by the Contractor for the Customer (e.g. all information, documents, evaluations, videos, photos, know-how acquired in the course of the performance of the contract, advertisements, drawings, materials, specifications, program drafts, (electronic) files, data collections, individual software including associated documentation, manuals and IT systems in the form of source codes or in any other form).

(2) Paragraph 1 shall apply exclusively subject to the proviso that the Customer has paid the Contractor the remuneration due under the main contract in full.

(3) If payment in installments has been agreed, the right of use designated in accordance with Paragraph 1 shall not pass to the Contractor until the last installment has been paid in full, subject to any individual agreement to the contrary.

(4) The transfer of the results of work and services to third parties (including affiliated companies) is excluded. The same applies to processing in accordance with § 23 UrhG (German Copyright Act).

(5) The transfer of program contents to third parties is prohibited and will be prosecuted under civil and criminal law in case of infringement. This applies in particular to access to our member platforms. Subject to individual agreements to the contrary, a right of use exists exclusively for our direct contractual partner.

§ 12 Right of revocation

A right of revocation for entrepreneurs in the sense of § 14 BGB (German Civil Code) and merchants according to the German Commercial Code (HGB) neither exists by law nor is such a right otherwise granted by the contractor.

§ 13 Liability

(1) The Contractor shall be liable for damages – irrespective of the legal grounds – only for intent and gross negligence. In the event of simple negligence, the Contractor shall only be liable a) for damages arising from injury to life, limb or health, b) for damages arising from the breach of a material contractual obligation (obligation the fulfillment of which is a prerequisite for the proper performance of the contract and on the fulfillment of which the contractual partner regularly relies and may rely); in this case, however, liability shall be limited to compensation for the foreseeable, typically occurring damage.

(2) Within the limits set forth in paragraph 1, the Contractor shall not be liable for loss of data and programs. The liability for loss of data shall be limited to the amount of the typical recovery costs that would have been incurred if back-up copies had been made regularly and in accordance with the risk. Liability under the Product Liability Act shall remain unaffected at all times, as shall liability for the assumption of a guarantee.

§ 14 Final Provisions

(1) Deviations from these General Terms and Conditions shall only be effective if they have been agreed in writing. Individual agreements made with the Customer in individual cases, including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. A written contract or written confirmation from the Contractor shall be authoritative for the content of such agreements.

(2) The entire contractual relationship between the Contractor and the Customer shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(3) The place of performance shall be the registered office of the Contractor. The exclusive commercial place of jurisdiction shall be the registered office of the Contractor.

(4) The Customer shall allow the Contractor so-called testimonial advertising. The Contractor shall be entitled to advertise with the Customer as a reference in an appropriate manner even after expiry of the contract term. Accordingly, the Contractor shall be entitled to use copyrights, name rights, trademark rights and labelling rights belonging to the Customer. The revocation of the permission is only permissible if there is an important reason, but not already at the end of the contract.

(5) Should one or more provisions of the contract be or become invalid or unenforceable for factual or legal reasons, this shall not affect the validity of the remaining provisions of the contract. The Contractor and the Customer shall be obliged to replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the economic intention of the invalid or unenforceable provision.

GTC Status: 10.11.2020

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