Terms & Conditions

1. General Provisions and Scope of Application

1.1 Integral Services GmbH, registered in the Commercial Register of the Local Court (Amtsgericht) of Charlottenburg under registration number HRB 268605 B and having its registered office at Schönhauser Allee 148, 10435 Berlin (“Integral Services”), provides the digital platform Integral (the “Platform”). This digital solution supports businesses of every size (the “Customer”) in managing their required accounting, payroll and tax tasks in cooperation with Integral Tax GmbH Wirtschaftsprüfungsgesellschaft (hereinafter “Integral Tax”).

1.2 Integral Services does not itself provide any tax or legal advisory services. Such services are made available to Customers via the Platform by qualified professionals holding the requisite licences, such as tax advisors (Steuerberater) or attorneys (Rechtsanwälte).

1.3 The offering of Integral Services is directed exclusively at commercial customers, i.e. entrepreneurs within the meaning of Sec. 14 of the German Civil Code (BGB). Consumers within the meaning of Sec. 13 BGB are excluded from use. By using the services, the Customer confirms that it is acting in the capacity of an entrepreneur.

1.4 The Customer’s own general terms and conditions shall not apply. Deviating or supplementary terms shall become part of the contract only if Integral Services has expressly agreed to them in writing; this applies even where Integral Services accepts the Customer’s payments or performance without reservation.

1.5 Integral Services is entitled to engage third parties in order to perform its contractual obligations.

2. Subject Matter of the Contract and Description of Services

2.1 Integral Services offers the Customer various services via the Platform (the “Services”):

2.1.1 The Platform enables cooperation with Integral Tax, the exchange of data, the management of tasks and deadlines, and the central storage of company documents.

2.1.2 Integral Services does not perform any tax-advisory or legal-advisory activities. Personnel administration remains entirely the responsibility of the Customer. Integral Services processes the data transmitted by the Customer solely within the scope of the contract. No hiring-out of employees (Arbeitnehmerüberlassung) takes place, and the personnel of Integral Services may neither be integrated into the Customer’s organisation nor receive instructions from it.

2.2 Integral Tax may use the Platform to administer internal processes, to exchange data with its clients or customers, and for its own anti-money-laundering checks. Integral Tax’s general engagement terms (Allgemeine Auftragsbedingungen) are governed separately.

2.3 Customers may integrate third-party software (“Third-Party Tools”) into the Platform. Third-Party Tools are provided and used on the basis of a direct contractual relationship between the third-party provider and the Customer. Integral Services assumes no liability for their content, availability or functionality. Third-party providers are not vicarious agents (Erfüllungsgehilfen) or sub-service providers of Integral Services.

2.4 Customers may use the services of Integral Tax via the Platform. The services of Integral Tax are used on the basis of a direct contractual relationship between Integral Tax and the Customer. Integral Services assumes no liability in this respect. Integral Tax is not a vicarious agent or sub-service provider of Integral Services. The Platform serves the Customer and Integral Tax as a technical means of communication for the exchange of their declarations; Integral Services transmits such declarations on a purely technical basis and does not thereby become a messenger (Bote) or representative of any party. A declaration transmitted via the Platform is deemed received as soon as it is made available for retrieval within the recipient’s Platform account.

3. Registration and Conclusion of the Contract

3.1 The presentation of the Platform and of our Services on our website does not constitute a binding offer, but merely an invitation to submit an offer (invitatio ad offerendum). Integral Services may reject registrations or contractual offers without stating reasons.

3.2 The Customer books a non-binding initial consultation via the website in order to clarify the necessary requirements. This consultation must be booked by a person authorised to represent the Customer.

3.3 With the Customer’s consent, Integral Services may forward the data collected and the documents recorded to Integral Tax in order to prepare an offer for the services of Integral Tax.

3.4 Within two business days, the Customer receives an indicative offer for the Services of Integral Services together with a separate indicative offer for the services of Integral Tax.

3.5 Integral Tax is required by law to subject Customers to an anti-money-laundering check. This check is carried out by Integral Tax via the Platform.

3.6 Registration of the Customer on the Platform is possible only after the Customer has declared its acceptance of the indicative offer to Integral Services and, on that basis, has submitted a contractual offer to Integral Services. To register on the Platform, the Customer creates a username and a password or logs in using a single sign-on (SSO) service. The Customer is obliged to keep these access credentials confidential at all times and to protect them against misuse by third parties. Any loss of access credentials must be reported to Integral Services without undue delay.

3.7 The contract between Integral Services and the Customer is concluded only (i) when Integral Services sends the Customer a contract-confirmation email summarising all key terms, and (ii) where, at the same time (following a successful anti-money-laundering check by Integral Tax), the contract between Integral Tax and the Customer is concluded. If the Customer declines the offer of Integral Tax, or if Integral Tax makes no offer to the Customer, no contract is concluded between Integral Services and the Customer either.

4. Contract Term and Payment Terms

4.1 The contract commences upon its conclusion pursuant to Section 3 and is linked to the existence of the contract for professional services concluded between the Customer and Integral Tax (the “Integral Tax Contract”); it continues for as long as an Integral Tax Contract exists and ends in accordance with Clause 4.2.

4.2 The contract terminates automatically three months after the effective end of the Integral Tax Contract, unless at that time a further Integral Tax Contract of the Customer exists, in which case the contract continues. Where several Integral Tax Contracts exist, the end of the one terminating last is decisive. The period until automatic termination serves, in particular, the orderly return and handover of the Customer’s data free of charge to the Customer; no Platform fee (Clause 4.5) is charged for this period. A separate ordinary termination of the contract in isolation is excluded; the right of each party to terminate for cause (Clause 4.4) remains unaffected.

4.3 Extraordinary terminations (Clause 4.4) may be effected in text form (Sec. 126b BGB) to info@group.integral.de. The Customer is entitled to the agreed Services until the end of the contract. Both parties shall duly wind up the contractual relationship until it ends in accordance with Clause 4.2; this includes the return and handover of the Customer’s data.

4.4 Each party has the right to terminate the contract for cause without observing a notice period. Good cause exists, in particular, in the case of:

4.4.1 the Customer’s breach of the provisions of these Terms and Conditions or of other applicable law;

4.4.2 a tortious act by the Customer, or the attempt of such an act, e.g. fraud;

4.4.3 the Customer being in default with its payment obligation towards Integral Services by more than four weeks;

4.4.4 persistent operational disruptions resulting from force majeure that lie outside the control of Integral Services; or

4.5 Integral Services charges a monthly Platform fee for use of the Platform (the “Platform Fee”). The Platform Fee falls due monthly, on the last calendar day of the respective month, upon issuance of an invoice. The amount of the Platform Fee is determined according to the needs of the Customer’s business and is agreed separately in each case.

4.6 Unless a differing due date results from the preceding paragraph, invoices are due for payment immediately upon the invoice date, without deduction.

4.7 The Customer undertakes to grant Integral Services a SEPA core direct debit mandate authorising Integral Services to collect amounts of remuneration falling due from the designated account. Integral Services shall inform the Customer of the respective amount and the due date at least one (1) calendar day before the debit (advance notice in accordance with the SEPA rulebook). The Customer may revoke the SEPA mandate at any time with effect for the future; in that case, payment is to be made without undue delay by bank transfer upon issuance of an invoice. Any return-debit charges for which the Customer is responsible shall be borne by the Customer.

4.8 The Customer may set off only against claims that are undisputed or have been finally and non-appealably established. A right of retention on the part of the Customer with respect to the Platform Fee is excluded, unless the underlying claim is undisputed or has been finally and non-appealably established.

5. Availability and Customer Service

5.1 The Platform is available at 98% on a monthly average.

5.2 Unavailability exists where the Platform is unavailable due to circumstances within the area of responsibility of Integral Services. Force majeure or the failure of means of communication (in particular the internet) does not count as such.

5.3 For any questions, the Customer may contact Integral Services at any time by email at info@group.integral.de.

6. Rights of Use and Obligations of the Customer

6.1 Integral Services grants the Customer a time-limited, revocable, non-exclusive and non-transferable right to use the Platform. This right lapses upon the end of the contract.

6.2 The Platform may be used only for the Customer’s own business purposes and within the agreed scope.

6.3 The Customer may not rent out, lease, resell or modify the Platform. The source code may not be modified or decompiled, except in cases permitted by law.

6.4 The Customer grants Integral Services the right, for the duration of the contract, to use, reproduce and process the content and data provided, and to forward it to Integral Tax and transmit it to Third-Party Tools integrated by the Customer, insofar as the Customer has arranged for their integration. The Customer remains the holder of the rights to its content.

6.5 The Customer may store or transmit only content to which it holds the requisite rights and which does not infringe the rights of third parties.

6.6 The Customer is prohibited from using scraping techniques or automated services to manipulate user activity.

6.7 Integral Services is not obliged to deliver or make available the Services physically. The Customer is aware that access to and use of the Services take place exclusively via the internet.

6.8 The Customer shall provide Integral Services, via the Platform and in good time, with all information and data required for the performance of the contract.

7. Liability and Damages

7.1 Save in cases of injury to life, body or health and in cases of intent and gross negligence (in which cases full liability applies), Integral Services shall be liable only subject to the following provisions:

7.1.1 Integral Services shall be fully liable under the provisions of the German Product Liability Act (Produkthaftungsgesetz), on the basis of guarantees granted to the Customer, on account of fraudulent misrepresentation by Integral, and in the case of other mandatory statutory provisions;

7.1.2 Liability for restrictions on usability and availability resulting from lawful, company-internal industrial action is excluded;

7.1.3 The application of Sec. 536a(1) BGB (liability for damages) is likewise excluded to the extent that the provision provides for strict (no-fault) liability;

7.1.4 For damage arising from the slightly negligent breach of a material obligation, the liability of Integral Services is limited in amount to the damage that is foreseeable and typical for the nature of the transaction in question. Material obligations are those the breach of which endangers the achievement of the purpose of the contract, or the fulfilment of which is a precondition for the proper performance of the contract in the first place and on the observance of which the Customer regularly relies;

7.1.5 Liability for indirect damage, in particular loss of profit and financial losses, is excluded;

7.1.6 Insofar as the liability of Integral Services is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents of Integral Services, as well as to claims in tort;

7.1.7 Any further liability of Integral Services is excluded.

7.2 In other cases, Integral Services shall be liable only in the event of a breach of material contractual obligations and only for foreseeable damage.

7.3 The liability of Integral Services for damage arising from injury to life, body or health, and under the Product Liability Act, remains unaffected by the foregoing limitations and exclusions of liability.

7.4 Insofar as liability is excluded under these provisions, this also applies to the liability of the corporate bodies and the vicarious and performing agents of Integral Services, in particular its employees.

7.5 The limitation period for the Customer’s claims for damages against Integral Services is one year, save where claims arising from injury to life, body or health, or on account of fraudulent misrepresentation, are concerned.

8. Data Protection and Confidentiality

8.1 Integral Services processes personal data in accordance with the GDPR and other applicable data protection provisions. A separate privacy policy is provided. The Customer consents to all processing operations set out in the privacy policy in relation to personal data and to the other statements contained therein.

8.2 For those components of the Services that constitute processing on behalf of a controller within the meaning of Art. 28(3) GDPR, the “Data Processing Agreement” set out in Annex A to this contract applies.

8.3 The parties undertake:

• to treat all of the Customer’s information transmitted via the Platform (“Confidential Information”) as strictly confidential;
• to disclose Confidential Information only to such representatives (including Integral Tax) whose knowledge of it is strictly necessary and who are bound to the content of this confidentiality undertaking;
• to likewise secure Confidential Information, by appropriate confidentiality measures, against unauthorised access by third parties;
• upon the request of a party, or without such request no later than upon termination of the contract, to return or destroy all Confidential Information (including any copies) at their own cost within ten days of receipt of the request or of termination of the contract, insofar as no statutory retention obligations conflict therewith.

8.4 The Customer provides Integral Services with personal data strictly on a “need-to-know” basis and does not provide any such data that is not required for the Services.

9. Amendment of the Terms and Conditions

9.1 Integral Services is entitled to amend the contract with effect for the future, whereby Integral Services obtains a right of termination in the event that the Customer rejects the contract amendment proposed by Integral Services as follows. Integral Services shall notify the Customer of the amendments to the contract in good time, but at least 60 days before they take effect. Customers may object to the amendments to the contract within a reasonable period set by Integral Services, which shall be at least 30 days. If the Customer does not object to the amendments to the contract, they are deemed to have been accepted. In the notification of a contract amendment, Integral Services shall inform the Customer of the right to object and of the significance of the objection period. If the Customer objects to the amendments, Integral Services is entitled to terminate the contractual relationship extraordinarily as at the time the amendments take effect.

9.2 Amendments are notified by email or via the Platform. If the Customer does not object within 30 days, the amendments are deemed accepted.

9.3 Integral Services reserves the right, upon prior written notice to the Customer, to transfer the contract to any affiliated undertaking within the same group (cf. Sec. 271 HGB). If the Customer raises no objection within four weeks of the written notification, the transfer becomes effective upon expiry of that four-week period.

10. Final Provisions

10.1 The law of the Federal Republic of Germany applies. The place of jurisdiction for all legal disputes is Berlin, provided that the Customer is a merchant (Kaufmann) or a legal entity under public law, or has no general place of jurisdiction in Germany.

10.2 The obligations under this contract may not be assigned by the Customer, in whole or in part.

10.3 Should individual provisions of these Terms and Conditions be or become invalid and/or conflict with statutory provisions, the validity of the remaining Terms and Conditions shall not be affected thereby. The invalid provision shall be replaced by the contracting parties, by mutual agreement, with a provision that comes closest, in a legally effective manner, to the economic purpose of the invalid provision. The foregoing provision applies accordingly in the case of gaps in the provisions (Regelungslücken).

Annex A

Data Processing Agreement

pursuant to Art. 28(3) of the General Data Protection Regulation (GDPR)

between the Customer (“Controller”) and Integral Services (“Processor”).

Preamble

The following agreement specifies the data protection rights and obligations of the contracting parties arising from the underlying business relationship. It applies to activities arising from use of the Platform in which personal data of the Customer is processed by Integral Services on the Customer’s behalf.

1. Subject Matter, Duration and Specification of the Processing

The subject matter of the processing, as well as its nature and purpose, follow from the underlying main contract concerning the Integral Platform. The duration or term of this Data Processing Agreement follows from the provisions of the underlying main contract.

2. Scope of Application and Responsibility

(1) The Processor processes personal data on behalf of the Controller. This comprises the activities specified in the contract and in the description of Services. Within the framework of this agreement, the Controller is solely responsible for compliance with the statutory provisions of the data protection laws, in particular for the lawfulness of the disclosure of data to the Processor and for the lawfulness of the data processing (“controller” within the meaning of Art. 4 No. 7 GDPR).

(2) Instructions are established by the description of Services, agreed on the basis of the General Terms and Conditions of Integral Services, and may thereafter be amended, supplemented or replaced by the Controller in writing or in text form (e.g. email) (individual instruction). Instructions not provided for in the main contract are treated as a request for a change of Services. Oral instructions are to be confirmed in writing or in text form without undue delay.

3. Obligations of the Processor

(1) The Processor may process personal data that is the subject of the engagement only within the scope of the engagement and of the Controller’s instructions, unless an exceptional case within the meaning of Art. 28(3)(a) GDPR exists and its requirements are met.

(2) The Processor shall inform the Controller without undue delay if it is of the opinion that an instruction infringes applicable laws. The Processor may suspend implementation of the instruction until it has been confirmed or amended by the Controller.

(3) The Processor shall take technical and organisational measures for the adequate protection of the Controller’s data that satisfy the requirements of the General Data Protection Regulation (Art. 32 GDPR). In particular, the Processor shall take technical and organisational measures, calibrated to the risk to the rights and freedoms of the data subjects, that ensure on a lasting basis the confidentiality, integrity, availability and resilience of the systems and services connected with the processing.

(4) The Processor shall document the requisite technical and organisational measures on an ongoing basis prior to the commencement of processing and shall make them available to the Controller on request for the purpose of review. The technical and organisational measures are subject to technical progress and ongoing development. In this respect, the Processor is permitted to implement alternative, adequate measures, provided that these do not qualitatively fall below the original level of security.

(5) The Processor shall provide the Controller with reasonable support in fulfilling the requests and claims of data subjects pursuant to Chapter III of the GDPR, as well as in complying with the obligations set out in Arts. 33 to 36 GDPR.

(6) The Processor warrants that the employees engaged in processing the Controller’s data and other persons working for the Processor are prohibited from processing the data outside the scope of the instructions. The Processor further warrants that the persons authorised to process the personal data have undertaken to maintain confidentiality and that this confidentiality obligation continues in force after the end of the engagement.

(7) The Processor shall notify the Controller without undue delay if it becomes aware of any breaches of the protection of the Controller’s personal data. A notification of personal-data breaches must contain at least:

• a description of the incident, where possible stating the nature of the personal-data breach, the categories and approximate number of data subjects concerned, and the categories and approximate number of personal-data records concerned;
• the name and contact details of the data protection officer or of another point of contact for further information;
• a description of the likely consequences of the reported incident, a description of the measures taken to remedy it and, where appropriate, measures to mitigate its possible adverse effects.

(8) The Processor shall name to the Controller the contact person for data protection matters arising under the contract.

(9) The Processor warrants that it employs a procedure for regularly reviewing the effectiveness of the technical and organisational measures for ensuring the security of the processing (Art. 32(1)(d) GDPR).

(10) During the term of the contract, the Processor shall rectify or erase the data that is the subject of the contract upon the Controller’s instruction. Where erasure of such data in a data-protection-compliant manner is not possible, the Processor shall ensure the data-protection-compliant destruction of the data carriers and documents containing data that is the subject of the contract. Data carriers handed over to the Processor by the Controller, and processed data including any copies made. The Processor shall rectify or erase the data that is the subject of the contract where the Controller so instructs and where this is covered by the scope of the instructions. Where data-protection-compliant erasure, or a corresponding restriction of the data processing, is not possible, the Processor shall undertake the data-protection-compliant destruction of data carriers and other materials on the basis of an individual engagement by the Controller, or shall return such data carriers to the Controller, unless already agreed in the contract. In special cases to be determined by the Controller, storage or handover shall take place; remuneration and protective measures in this regard are to be agreed separately, unless already agreed in the contract.

(11) Upon the end of the engagement, data, data carriers and all documents are, at the Controller’s request (in writing or in text form), either to be handed over, insofar as they are the property of the Controller, or to be erased.

4. Obligations of the Controller

The Controller shall inform the Processor without undue delay and in full if it discovers errors or irregularities in the results of the engagement.

5. Requests by Data Subjects

If a data subject approaches the Processor with requests pursuant to Arts. 15 to 21 GDPR, the Processor shall refer the data subject to the Controller without undue delay and shall forward the request to the Controller. The Processor shall support the Controller, to the extent required, in fulfilling these requests of the data subjects.

6. Means of Evidence

(1) The Processor shall demonstrate to the Controller, by suitable means, its compliance with the obligations laid down in this agreement. The Processor undertakes to make available to the Controller, on request, the documented controls and the requisite information. In particular, implementation of the technical and organisational measures pursuant to Art. 32 GDPR is to be demonstrated.

(2) Evidence of compliance with the obligations laid down in this agreement may be furnished by way of suitable documents/reports or extracts of reports of independent bodies (data protection officer, IT security officer, auditor, external auditors/inspectors, etc.).

7. Audit Rights

(1) The Processor undertakes to support the Controller, to a reasonable and necessary extent, in its audits pursuant to Art. 28(3), second sentence, point (h) GDPR concerning compliance with the data protection provisions and with the contractual arrangements.

(2) Audits are carried out by the Controller itself or by a third party engaged by it. Should the third party engaged by the Controller stand in a competitive relationship with the Processor, the Processor has a right of objection against that third party. Engaged third parties must be placed under an obligation of confidentiality by the Controller. The Processor is entitled to require the submission of a separate confidentiality declaration from the engaged third party. This applies in particular to the submission of declarations regarding professional or statutory confidentiality obligations.

(3) An audit may be carried out, in particular, by obtaining information and inspecting the stored data and the data-processing programs, as well as by further measures. Further measures include requesting certifications, data protection audit reports and on-site inspections. On-site inspections are carried out by the Controller with reasonable advance notice during normal business hours. Audits must be carried out without disrupting operations and while safeguarding the Processor’s security and confidentiality interests, and must be limited to a reasonable number. Cause-based inspections are excepted. Each party bears its own costs of the audits in the aforementioned cases (including re-audits).

8. Further Processors (Sub-processors)

(1) A sub-processing relationship requiring consent exists where the Processor engages further processors with the processing of personal data agreed in the contract. The Processor shall, to the extent necessary, conclude agreements with such third parties in order to ensure adequate data protection and information security measures.

(2) The Controller consents to the Processor engaging sub-processors. Prior to engaging or replacing sub-processors, the Processor shall inform the Controller with reasonable notice.

(3) The Controller may object to the change – within a reasonable period and for good data-protection-related cause – vis-à-vis the Processor. If no objection is raised within the period, consent to the change is deemed given. Where good data-protection-related cause exists, and provided that an amicable solution between the parties is not possible, the Controller is granted a special right of termination.

(4) Consent to the engagement of the further processors documented on Integral’s Trust Center (www.trust.group.integral.de/resources) is deemed granted on the part of the Controller.

9. Transfers to Third Countries

Processing is carried out, as a matter of principle, within the EU or the EEA. Any relocation to a third country may take place only with the Controller’s consent and in compliance with the conditions of Arts. 44 et seq. of the General Data Protection Regulation.

10. Liability

The Controller and the Processor are liable towards data subjects in accordance with the arrangement laid down in Art. 82 GDPR.

11. Final Provisions

(1) Should the Controller’s property held by the Processor be endangered by measures of third parties (for example, by attachment or seizure), by insolvency or composition proceedings, or by other events, the Processor shall notify the Controller without undue delay.

(2) Ancillary agreements, amendments or supplements require text form (including electronic) and express reference to this agreement.

(3) The defence of the right of retention within the meaning of Sec. 273 BGB is excluded with respect to the data processed under the engagement and the associated data carriers.

(4) Should individual parts of this agreement be invalid, this shall not affect the validity of the remainder of the agreement.