General Terms and Conditions for the services of Move to Berlin Relocation Service & Real Estate GbR – proprietors Christine Gerkrath and Sabine Engelhardt
§ 1. Scope
- The following General Terms and Conditions apply to all legal transactions entered into the service company Move to Berlin Relocation Service & Real Estate GbR, Gürtelstraße 10a, 13088 Berlin – “Move to Berlin” – with its contractual partner – the “Customer” – in the fields of activity specified under No. 2.
- The General Terms and Conditions shall become effective with the use of the services provided to Move to Berlin, especially when the Customer issues a contract. These T&Cs are always available to view online.
- The Customer’s contrary General Terms and Conditions shall only apply if these are explicitly acknowledged by Move to Berlin in written form.
- Move to Berlin reserves the right to amend or supplement these Terms and Conditions, subject to a providing a reasonable period of notice. This notice will be issued to the contractual partner in writing/email. The amended or supplemented terms shall come into effect, if the Customer does not object to the amendment in writing/email within two weeks.
§ 2. General provisions
- The basis of the business relationships is the relevant quotation issued by Move to Berlin, in which the agreed services (scope of service), as well as the type and amount of the payment to Move to Berlin are more closely defined.
- Move to Berlin is particularly active in the following list service areas:
- Entry, residence and employment permits as well as administrative procedures of all kinds
- In addition, it offers services such as house hunting, general organisation and processing of the moving in and moving out. Move to Berlin also offers assistance in looking for day nurseries and schools.
- As part of its Business Relocation portfolio, Move to Berlin offers services in the area of company formation (branch establishments), as well as commercial property searches.
- Move to Berlin also uses partner companies for arranging services such as insurance consultancy, tax consultancy and personnel consultancy.
- Move to Berlin also offers support in the purchase or sale of property.
- By utilising our services, the Customer acknowledges our General Terms and Conditions.
- Agreements and declarations between the parties must always be made in writing (fax and email suffice) – unless otherwise determined in writing.
- The vicarious agents of Move to Berlin are not authorised to enter into oral subsidiary agreements or to issue oral assurances, which deviate from the defined terms and conditions. Alternative agreements, amendments, supplements or additions must generally be made in writing.
3. Object of the agreement
- The services defined in the relevant contracts/order confirmations form the object of the agreement between Move to Berlin and the Customer. These also set out the agreed prices and, where relevant, the temporal aspects of the contract.
- MOVE TO BERLIN has also arranged its services in accordance with the Section 315 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”),
- All quotations are subject to change, confidential and intended solely for the recipient. The Customer shall be liable to pay compensation if this information is disclosed to third parties without explicit permission.
§ 4. Formation of the contract
- The presentation of the provider’s services and quotations does not constitute a legally binding quotation, but is instead merely an invitation to place a purchase order/contractual offer. All quotations are subject to availability, unless otherwise stated in the individual quotations. A contract shall only be established upon the written order confirmation of Move to Berlin (email or fax suffices), unless the quotation in question provides otherwise.
- Advice regarding legal, taxation and insurance issues shall not form part of the contract with or the service obligation of Move to Berlin. These services will be delivered by external consultants based on a separate contracting arrangement.
- No contract shall be established, if Move to Berlin refuses to accept the contract within two weeks of submission.
§ 5. Contractual performance and contractual term
- The object of the contract is limited to the agreed service, and does not include any particular economic or other such outcome, unless Move to Berlin has given an explicit, written undertaking in this connection.
- Performance of service deadlines are binding in Move to Berlin, only if Move to Berlin has explicitly confirmed in writing that these are “binding”.
- Move to Berlin shall be entitled to use third-party services in the fulfilment of its contractual obligations to the Customer in accordance with No. 2 of these terms and conditions.
- If Move to Berlin, for reasons for which it is not responsible, is prevented from delivering the contractually defined service, it shall notify the Customer accordingly, and will promptly deliver services following the relevant circumstances. If the aforementioned circumstances endure for more than 7 days, the parties shall amicably agree on the subsequent course of action.
- Move to Berlin shall have fulfilled the contract with the delivery of the services agreed in the contract. The term of the agreement shall be based on when the order is placed.
- The Customer may terminate the contract at any time without notice. Move to Berlin may only terminate the contract if there is significant reasons exist (termination for cause). Move to Berlin shall be entitled to terminate the contract if the Customer has infringed its obligations under No. 6 and 7, and this makes the performance of the contract impossible or significantly more difficult.
- If the event of a premature termination of the contract, Move to Berlin may demand payment based on the work progress to date:
House hunting services are
subject to the fee specified as follows.
50% of the agreed total fee at the time the activity is commenced with the Customer. 70% of the agreed total fee at the time the start of the property search, but prior to the signing of the rental contract. 100% of the agreed total fee following the signing of the rental contract. This provision shall not apply if the Customer demonstrates that no expenses or loss was incurred, or is significantly lower than the fee specified above.
- Fees that are due and payable shall not be reimbursed following the termination of the contract. If the services contained in the package have not yet been delivered, Move to Berlin shall attempt to identify an offset/solution mutually acceptable to both parties. The parties shall then amicably agree on the subsequent course of action.
§ 6. Obligations of the Client
- The Customer undertakes to provide Move to Berlin with all information and materials, especially documents, texts etc., necessary for the delivery of the commissioned services. The Customer shall also disclose all events and circumstances, which could be of relevance to the orderly and timely performance of the contract. Time delays caused by the Customer’s failure to perform its duties of cooperation, or performed out-of-time, shall be the sole responsibility of the Customer and do not affect the payment entitlement of Move to Berlin. The preceding provisions likewise apply to all events and circumstances, which first become known to the Customer during the contractual term. When necessary or if otherwise requested by Move to Berlin, the Customer shall accept the
performance of the contract as a whole
or – if possible – in parts (based on service phases). Acceptance shall be declared in writing (email suffices). Acceptance is deemed issued if the Customer does not refuse acceptance within 5 working days after receiving a written request to do so (email suffices), together with the stipulation of a deadline in which to do so.
- The following applies to house hunting: From the time that the contract is issued, the Customer shall disclose to Move to Berlin all other efforts aims at finding a property, and shall coordinate these with it. The provisions contained in No. 5 shall apply if the Customer’s own efforts result in a rental of a property. The Customer undertakes to influence service recipients, attend appointments or cancel these sufficiently well in advance.
- The Customer may only use the documents provided by Move to Berlin for his own purposes in connection with the contract, and, in particular, may not make these available to any competitors.
§ 7. Fee, pay
- MOVE to BERLIN shall be entitled to receive the full fee, if it is unable to deliver the services for reasons that lie solely or mainly within the Customer’s sphere of influence.
- Services extending over and beyond the contractually agreed scope of services, shall be remunerated according to a separate agreement based on quotations issued by Move to Berlin.
- All prices for customers based in Germany are net prices listed in EURO, and are subject to the relevant applicable rate of value-added tax. Prices for customers within the EU are exclusively listed as net prices, whereby the service recipient shall be liable to pay the tax (reverse charge).
- Contracts with customers based in third countries shall be subject to the relevant applicable value-added tax regulations.
- Unless otherwise agreed, payments shall be made 50% upon the issue of the contract, and 50% upon the end of the contract. In accordance with the written contractual agreements, instalments and down payments shall be due immediately following the issue of the invoice. If an instalment or down payment is not made within 10 days following the issue of the invoice, Move to Berlin shall not longer be bound by the agreed contractual time frames, and, moreover, it may suspend the fulfilment of the other services defined in the contract until payment has been received. The provisions contained in No. 5 otherwise apply.
- Move to Berlin’s payment entitlement exists irrespective of any third-party commission entitlements charged to the Customer. This applies particularly to claims that arise as a consequence of the Customer’s own activities. Expenses shall be separately reimbursed upon presentation of an invoice. Broker’s commission is not included in the services, nor is Move to Berlin obliged to make any payment in this connection.
- If the contract cannot be executed in accordance with the written agreement due to the culpability of the Customer, there shall be no reimbursement of instalments or down payments already made.
- If the Customer is in arrears of payment, MOVE to BERLIN shall – while reserving the right to claim for additional losses – be entitled to charge interest on arrears at the rate of eight percentage points above the relevant base lending rate. A lower rate of interest on arrears shall be charged, if the Customer can demonstrate that lower costs were incurred.
§ 8. Subsequent improvement
The Customer shall be obliged to promptly examine the services provided by Move to Berlin, and to report any deficiencies without delay. The services shall be deemed acknowledged, if the Customer has not reported any deficiencies within 3 days following the delivery. If a defect is reported in good time by the Customer, Move to Berlin warrants that it will perform subsequent improvement. No subsequent improvement obligation exists, if the defect is attributable to false statements, information or data material provided by the Customer. Following two failed attempts at subsequent improvement, the Customer shall be entitled to demand diminution or conversion of the agreement. Move to Berlin accepts no liability for the accuracy, completeness or reliability of the information provided by third parties, which has been provided to the Customer or available to be read online.
§ 9. Warranty and liability
- Move to Berlin offers its services according to its best knowledge and understanding. Move to Berlin shall be liable for the orderly and scheduled performance of all services according to the contract, insofar it delivers the specified service scope itself or does through its sub-contracted third party.
- Move to Berlin accepts no liability for the successful identification of residential property. However, Move to Berlin undertakes to present the Customer with residential properties appropriate at the particular point in time, and in respect of which a real estate provider is offering the prospect of the conclusion of a rental contract. If the proffered rental contract is not concluded due to the sole decision ofthe Customer, and without consulting Move to Berlin, the service shall nonetheless be deemed 100% delivered.
- The Customer is personally responsible for the material provided and/or released by him. Move to Berlin has no obligation to examine the Customer’s material from a legal, technical or substantive perspective. Move to Berlin, in particular, accepts no liability in respect of legal issues, nor does it provide any advice in this area.
- Move to Berlin is unable to influence any public procedures or decisions. Move to Berlin is therefore unable to accept any liability regarding the issue of visa, residential and working permits, or regarding the allocation of day nursery and school places.
- Move to Berlin accepts no liability for the flawless transfer of data online. It likewise accepts no liability for messages sent via the internet. Move to Berlin shall not be liable for the online content of its website, should this become unavailable.
- It does not claim to own third-party content published on its website on behalf of third parties. Liability is excluded with respect to third-party content, which is merely communicated by Move to Berlin.
- Move to Berlin shall be liable to pay compensation for culpable actions, delays, defective performance, positive breaches of contact and tortious acts, only if it has acted intentionally or with gross negligence.
- Move to Berlin shall not be liable for time delays caused by the Customer. Move to Berlin shall enable the Customer to inspect the status of the contractual performance, either by way of a telephone inquiry or in writing.
- No liability is accepted for third-party damage or loss. Liability is likewise excluded if the Customer does not fulfil his obligations under No. 6 and 7 of these General Terms and Conditions.
- Move to Berlin shall not be liable for
consequential damage, indirect damage and/or lost profit, unless it has acted intentionally in this connection. Move to Berlin’s liability is restricted to the amount of usual damage/loss anticipated for a loss event occurring within Germany, but in any case only up to 50% of the total fee payable by the Customer for the contract in question. This disclaimer similarly applies to damage caused due to the gross negligence or intentional acts of the employees or sub-contractors of Move to Berlin.
- Move to Berlin explicitly accepts no liability in respect of third-party claims asserted against the Customer on the grounds of the services delivered. In particular, Move to Berlin accepts no liability regarding the legal process and legal advice costs of the Customer, or for third-party compensation or similar claims.
- In the event that a claim is made against Move to Berlin directly for the services provided, or parts thereof, the Customer shall indemnify Move to Berlin and hold it harmless, thereby compensating it for all financial and other such disadvantages sustained by it. The Customer shall indemnify Move to Berlin and all sub-contractors engaged in the delivery of the service, in respect of all claims arising in connection with the delivery of the service by third parties.
- All compensation claims and other such claims asserted against Move to Berlin in respect of deficiencies in the service are subject to a limitation period of 6 (six) months following the end of the contract in question.
§ 10. Data protection
- Both parties undertake to observe the applicable data protection provisions. Both parties give an assurance that the
data received shall be exclusively used for the relevant, specific contractual purpose, and that it will be used only insofar as this is necessary and lawful for the performance of the agreed business activities and for the maintenance of the resulting contractual relationship.
- Exceptions shall apply only if the other contractual party has issued its explicit consent.
- This obligation extends over and beyond the end of the contract.
- The provider’s data protection provisions also apply, and these can be viewed at any time at https://moveto-berlin.com/datenschutz/
§ 11. Non-disclosure, contractual penalty
- The Customer undertakes to use the documents, knowledge and insights received from Move to Berlin, solely for the purposes of the relevant agreement/contract. The Customer is duty bound to consult with Move to Berlin if any doubt whatsoever arises about whether a piece of information should be treated as confidential in the specific individual instance.
- The Customer is not entitled, moreover, to use the services provided by Move to Berlin for any purpose other than the contractually agreed and/or declared purpose. Every other use or negative deviation from the contractual provisions or legal regulations is prohibited.
- Move to Berlin reserves the right to use suitable means to review the contents of these provisions. The Customer undertakes to pay a contractual penalty in the amount of 5,000.00 (five thousand) Euro for every breach of the aforementioned obligation identified by Move to Berlin, and for the breach of any material contractual agreed obligation. Additional compensation claims are hereby unaffected.
§ 13. Rights of assignment, offset and retention
- The Customer is precluded from the assertion of any right of retention in accordance with Sections 273 and 320 BGB.
- The assignment of rights and obligations arising from the contract in question, shall only be permissible with the prior written consent of the other contractual party. The contractual parties agree that the aforementioned consent may not be withheld unreasonably. The provisions contained in Section 354a BGB remain hereby unaffected.
- The Customer shall only be permitted to perform an offset in relation to undisputed or legally enforceable (res judicata) claims.
13. Concluding provisions
- Unless otherwise separately agreed, the Customer shall grant Move to Berlin the right to use the Customer, including naming it and displaying its logo, as a reference for advertising purposes.
- The place of performance is Berlin. Subsidiary agreements, amendments and additions must be made in writing.
- All legal relations between the contractual parties shall be governed by the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- If any of the individual clauses contained in these General Terms and Conditions should be wholly or partially invalid, this shall not affect the enforceability of the remaining clauses or parts thereof. The legal venue is the competent court in Berlin.
Berlin, dated 23.05.2018
This document is a translation of the German original. In case of any discrepancy between the German and the translated version the German version shall prevail