General Terms and Conditions of Business
Preamble SQC-QualityCert GmbH is a provider of certification services according to standards of DIQP Deutsches Institut für Qualitätsstandards und -prüfung e. V. (in the following also DIQP). These are based, among other things, on employee, trainee and customer surveys but also on other criteria. As a certification body, we confirm compliance with DIQP standards and the successful completion of a company’s certification. With corresponding seals such as employer seals, service seals and sustainability seals of the DIQP and the underlying procedures, SQC-QualityCert GmbH can help companies to attract skilled workers, increase the quality of goods and services, reduce costs and optimize productivity. The following general terms and conditions regulate the business relationship between us and you as our customer.§ 1 Scope of application, basis of contract (1) These General Terms and Conditions (hereinafter referred to as “GTC”) form the basis for all our offers, consulting, market research, certification and other services. The GTC shall only apply if the customer (hereinafter referred to as the “Customer”, “Client” or “Contractual Partner”) is an entrepreneur (§ 14 German Civil Code), a legal entity under public law or a special fund under public law. The GTC shall also apply in cross-border transactions. (2) Our GTC shall apply exclusively. We shall not recognize any terms and conditions of the Customer that are contrary to, supplementary to or deviate from our General Terms and Conditions unless we have expressly agreed to their validity in writing. Our General Terms and Conditions shall also apply if we perform the service for the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our General Terms and Conditions or if the customer refers (again) to its General Terms and Conditions in commercial confirmation letters. Unless otherwise agreed, the General Terms and Conditions in the version valid at the time the customer places the order or in any case in the version last notified to the customer in text form shall also apply as a framework agreement for similar future contracts without our having to refer to them again in each individual case. (3) Individual agreements made with the Customer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be required for the content of such agreements. (4) References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC. § 2 Formal Provisions Legally relevant declarations and notifications to be made to us by the customer after conclusion of the contract (e.g. setting of deadlines, declaration of withdrawal or reduction) must be made in text form to be effective. Legal formal requirements and further proofs, in particular in case of doubts about the legitimacy of the declaring party, remain unaffected. § 3 Applicable law, place of jurisdiction (1) These General Terms and Conditions and the contractual relationship between us and the Customer shall be governed by the laws of the Federal Republic of Germany to the exclusion of German international private law, in particular the referral standards of the UN Convention on Contracts for the International Sale of Goods. (2) If both parties to the contract are merchants, the exclusive local jurisdiction of the courts responsible for the location of our registered office in Rangsdorf is agreed. § 4 Contractual Partner, Offer and Conclusion of Contract (1) Your contractual partner is: SQC-QualityCert GmbH Bessemerstrasse 82, 12103 Berlin, Germany (hereinafter referred to as “SQC-QualityCert”, “we” or “us”) registered in the commercial register of the district court Berlinn Charlottenburg under HRB 233 825 B. Managing Director: Mr. Oliver Scharfenberg VAT ID No.: DE327999030 Telephone 030/233 276 440 Fax 030/233 276 441 E-Mail: firstname.lastname@example.org (2) The offers and price quotations on our website, in brochures, advertisements and other advertising material are subject to change without notice and are non-binding and merely constitute an invitation to submit an offer (invitatio ad offerendum). Please refer to our individual offer and/or the specific service description for the essential features of the services offered by us. (3) The commissioning by the Customer shall be deemed to be a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 days of its receipt by us. (4) Acceptance may be declared either in writing or text form (e.g. by order confirmation) or by commencement of performance of the service(s). A possible prepayment invoice of SQC-QualityCert for the ordered services replaces the order confirmation. (4) Die Annahme kann entweder in Schrift- oder Textform (z.B. durch Auftragsbestätigung) oder durch den Beginn mit der Ausführung der Leistung/en erklärt werden. Eine etwaige Vorkasse-Rechnung der SQC-QualityCert über die beauftragten Leistungen ersetzt die Auftragsbestätigung. § 5 Subject matter of the contract (1) The subject matter of the contract is the performance of certification procedures based on the criteria specified by DIQP Deutsches Institut für Qualitätsstandards und -prüfung e.V. (to be obtained from DIQP). The certification procedures offered are based on an evaluation of employee, trainee and/or customer surveys conducted in compliance with the DSGVO, which are recorded via an online questionnaire provided by SQC-QualityCert. For the performance of the certification services, SQC-QualityCert shall provide the client with a link to the online questionnaire set up for the client. In case the client successfully completes the certification procedure and fulfills the award criteria specified by DIQP Deutsches Institut für Qualitätsstandards und -prüfung e.V., SQC-QualityCert certifies the fulfillment of the award criteria for the granting of the requested quality seal or quality label. The monitoring of the fulfillment of the award criteria by SQC-QualityCert is carried out independently and autonomously on the basis of the determined results. The determined results are based on a transparent evaluation of the collected data and do not include any valuation on the part of SQC-QualityCert. The result of the evaluation by SQC-QualityCert is documented in case of rejection as well as in case of award of a quality seal. In case of a positive decision by SQC-QualityCert, the awarding of the quality or cachet and its period of validity will be confirmed with a certificate. The validity of the quality seal is marked by the year(s) in which the seal is valid (e.g. 2021/2022). (2) In case of doubt, the aforementioned certification services are to be regarded as services within the meaning of § 611 of the German Civil Code (BGB). There is no legal claim to the issuance of a DIQP Seal of Quality. (3) Unless otherwise agreed with the client and unless mandatory regulations require a specific procedure, SQC-QualityCert is entitled to determine the method, type and content of the examination at its own discretion. (4) Certification services are currently offered for the granting of the following DIQP quality seals: – Top Employer (DIQP) – Attractive Employer (DIQP) – Certified Service Quality (DIQP) – Family-friendly employer (DIQP) – Top training company (DIQP) – Top Service (DIQP) – Top Quality (DIQP) – Climate-neutral company (DIQP) – Climate-neutral product (DIQP) – Certified Sustainability (DIQP) – Sustainable company (DIQP) – TRUSTED COMPANY CERTIFICATE (DIQP) The certification services offered for the above certifications must be ordered separately in each case. (5) The license and usage conditions of DIQP Deutsches Institut für Qualitätsstandards und -prüfung e.V., which can be downloaded here, apply to the use of the DIQP quality seals: https://www.diqp.eu/ueberuns/nutzungsbedingungen/. The inclusion and validity of the above license and usage conditions of DIQP Deutsches Institut für Qualitätsstandards und -prüfung is expressly agreed between the parties. § 6 Fairness Protection (1) SQC-QualityCert is aware of the fact that the interest of the customers is always directed towards a successful certification and the awarding of the requested quality and/or quality seal. Nevertheless, the credibility of any reliable seal requires that no deviations from the award criteria are allowed. In order to take this circumstance into account, the certification procedure (evaluation of employee, trainee and customer surveys) and the certification (certification incl. seal graphics, acrylic display and certification certificate) are always listed as separate cost items in our offers. (2) If the certification procedure is completed with the rating “very good”, the client is automatically certified. (3) If, on the other hand, the certification procedure is completed with the rating “good” or “satisfactory”, SQC-QualityCert grants the client the right to reject the certification. In case of rejection, the separately stated certification fee will not be charged. However, the client receives the evaluation of the certification procedure in tabular form. § 7 Performance deadlines/dates As far as performance periods and deadlines are named, they are based on estimates of the scope of work based on the information provided by the client. Performance periods and dates are only binding if they are confirmed as binding by SQC-QualityCert in writing. § 8 (Cooperation) Duties of the Client (1) The client is obliged to cooperate comprehensively in the performance of the contract by SQC-QualityCert. In particular, the client is required to independently distribute the provided link to the online questionnaire to employees, trainees and/or customers and to ensure sufficient participation in the survey. Furthermore, the client has to name a contact person for the order processing towards SQC-QualityCert and to answer inquiries by SQC-QualityCert as well as certification-relevant questions from the HR interview or, for example, from the management interview immediately and comprehensively. The client shall be liable for all damages and/or delays incurred by SQC-QualityCert due to the violation of duties to cooperate. (2) The client shall provide SQC-QualityCert with all information and documents required for the performance of the activity before the beginning of the cooperation and, if necessary, also afterwards. (3) The client guarantees that all necessary acts of cooperation on his part, his vicarious agents or third parties are performed in due time and free of charge for SQC-QualityCert. (4) If a failure to cooperate on the part of the client leads to the fact that within a period of 10 weeks from the initial provision of the link to the online questionnaire made available to the client, there is no return of survey data for an evaluation of the certification procedure in conformity with the specifications, the claim for remuneration of SQC-QualityCert remains unaffected by this and SQC-QualityCert is entitled to claim the separately stated fee for the implementation of the survey procedure. (5) It is the responsibility of the client to provide the technical infrastructure (internet-connected EDP device, current browser software) for the use of the online questionnaire and the use of a digital seal (image file) on his own responsibility. (6) The client is obligated to refrain from anything that impairs the trouble-free operation and uninterrupted accessibility of the online services provided. (7) The clients undertake not to misuse the services provided by SQC-QualityCert, in particular: – to distribute defamatory, racist, pornographic or in any other way illegal material; – to coerce third parties or to harass them in any other way not desired by them or to violate their rights; – to distribute infected files or infected software via the services provided by SQC-QualityCert; – to distribute files via the services provided by SQC-QualityCert which infringe intellectual property rights of third parties and/or for which the client cannot prove sufficient rights of use. § 9 Terms of payment (1) Statutory value added tax is not included in our prices; if it is incurred, it will be shown separately on the invoice and charged at the statutory rate applicable on the date of invoicing. Insofar as the liability for tax is shifted to the client in accordance with § 13 b UStG, the sales tax shall neither be shown nor invoiced. (2) The remuneration is due without deduction upon issuance of the invoice and is to be paid immediately. SQC-QualityCert is furthermore entitled, also within the scope of an ongoing business relationship, to perform a service in whole or in part only against advance payment. We declare a corresponding reservation at the latest with the order confirmation. With regard to the occurrence and consequences of a delay in payment, the statutory regulations shall apply. (3) Subject to performance against advance payment, invoicing shall take place immediately after completion of the certification procedure (evaluation of employee, trainee and customer surveys), but no later than 3 months after the link to the online questionnaire provided for the customer has been made available for the first time. (4) If, after conclusion of the contract, justified doubts arise as to the Customer’s ability to perform (e.g., as a result of an application for the opening of insolvency proceedings), we shall be entitled to refuse our performance until the Customer has either paid the remuneration or provided adequate security, and only insofar as such performance is not contestable. After unsuccessful expiry of a reasonable period set by us for payment or provision of security, we shall be entitled to withdraw from the contract. (5) The Customer shall only be entitled to rights of retention or set-off if its counterclaims have been legally established, are undisputed or have been acknowledged by us. Furthermore, he shall only be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship. (6) Cheques shall only be accepted on account of payment, but not in lieu of payment. (7) Incoming payments shall be used at the discretion of SQC-QualityCert to settle the oldest or the least secured liability. § 10 Data protection information (1) Collection and storage of personal data as well as type and purpose and their use If you commission us or initiate the conclusion of a contract, we may collect the following information from you: -address, first name, last name, – a valid e-mail address, – tax number – your address – Telephone number (landline and/or mobile) The collection of this data is done – to be able to identify you as our customer – for correspondence with you; – for invoicing purposes; – for the settlement of any existing liability claims and the assertion of any claims against you; The data processing is carried out upon your request and is necessary according to Art. 6 para. 1 p. 1 lit. b DSGVO for the aforementioned purposes for the mutual fulfillment of obligations arising from the contractual relationship. The personal data collected by us for the conclusion of a contract will be stored until the end of the business relationship and then deleted, unless we are obliged to store it for a longer period of time in accordance with Art. 6 para. 1 sentence 1 lit. c DSGVO due to tax and commercial law retention and documentation obligations (from HGB, StGB or AO) or you have consented to storage beyond this in accordance with Art. 6 para. 1 sentence 1 lit. a DSGVO. (2) Transfer of data to third parties Your personal data will not be transferred to third parties for purposes other than those listed below. Insofar as this is necessary for the processing of the contractual relationship with you in accordance with Art. 6 para. 1 p. 1 lit. b DSGVO, your personal data will be passed on to third parties. The data passed on may be used by the third party exclusively for the purposes stated. (3) Data subject rights You have the right: – Pursuant to Art. 7 (3) DSGVO, to revoke your consent once given to us at any time. This has the consequence that we may no longer continue the data processing based on this consent for the future; – to request information about your personal data processed by us in accordance with Art. 15 DSGVO. In particular, you may request information about the processing purposes, the category of personal data, the categories of recipients to whom your data have been or will be disclosed, the planned storage period, the existence of a right to rectification, erasure, restriction of processing or objection, the existence of a right of complaint, the origin of your data if it has not been collected by us, and the existence of automated decision-making, including profiling, and, if applicable, meaningful information about its details; – pursuant to Art. 16 DSGVO, to request the correction of incorrect or incomplete personal data stored by us without undue delay; – pursuant to Art. 17 DSGVO, to request the erasure of your personal data stored by us, unless the processing is necessary for the exercise of the right to freedom of expression and information, for compliance with a legal obligation, for reasons of public interest or for the establishment, exercise or defense of legal claims; – pursuant to Art. 18 DSGVO, to request the restriction of the processing of your personal data, insofar as the accuracy of the data is disputed by you, the processing is unlawful, but you object to its erasure and we no longer require the data, but you need it for the assertion, exercise or defense of legal claims or you have objected to the processing pursuant to Art. 21 DSGVO; – pursuant to Art. 20 DSGVO, to receive your personal data that you have provided to us in a structured, common and machine-readable format or to request the transfer to another controller; and – complain to a supervisory authority in accordance with Art. 77 DSGVO. As a rule, you can contact the supervisory authority of your usual place of residence or our registered office for this purpose. (4) Right of objection If your personal data is processed on the basis of legitimate interests pursuant to Art. 6 (1) p. 1 lit. f DSGVO, you have the right to object to the processing of your personal data pursuant to Art. 21 DSGVO, provided that there are grounds for doing so that arise from your particular situation or the objection is directed against direct advertising. In the latter case, you have a general right to object, which is implemented by us without specifying a particular situation. To exercise your right of objection, it is sufficient to send an explanation by e-mail to email@example.com. § 11 Liability (1) In case of intentional or grossly negligent actions as well as in case of absence of a warranted characteristic, SQC-QualityCert shall be liable for the damage foreseeable at the time of causing the damage, which should have been prevented by the duty of care or the warranty of characteristics. (2) In case of injury to life, body or health as well as in case of claims under the Product Liability Act SQC-QualityCert shall be liable without limitation. (3) Apart from that, SQC-QualityCert is only liable for culpable violation of essential contractual obligations, i.e. those which are essential for the achievement of the purpose of the contract in the individual case and the achievement of the purpose of the contract is actually endangered without the fulfillment of the obligation. In these cases, the liability is limited to the amount of the order volume. (4) Liability for loss of data shall be limited to the typical recovery costs that would have been incurred if the Customer had made regular backup copies in accordance with the risk. (5) Claims of the Customer for damages pursuant to paragraphs 1 to 4 shall become statute-barred within one year of the Customer’s knowledge of the occurrence of the claim, subject to a mandatory longer limitation period. (6) All limitations of liability shall also apply to the personal liability of the employees, representatives and bodies of SQC-QualityCert. § 12 Confidentiality SQC-QualityCert undertakes to treat all information about the client’s company made accessible by the client in the course of the preparation, execution and fulfillment of this contract as confidential and to evaluate it only for the agreed purpose. Accessible information will only be passed on to third parties if there is a legal obligation to do so. § 13 Final Provisions (1) Place of performance is Berlin. (2) The assignment of rights and obligations arising from the contractual relationship with the client requires the prior consent of SQC-QualityCert in text form. (3) Each party is independent and no provision of these GTC establishes a joint venture, a partnership or an agency relationship. (4) The GTC written here are complete and final. Amendments and supplements to these GTC should be made in text form in order to avoid ambiguities or disputes between the parties regarding the respective agreed content of the contract. (5) Should individual provisions of these GTC be or become invalid and/or contradict the statutory provisions, this shall not affect the validity of the remaining provisions.