General Business Terms

§1 Purview

1. Die folgenden Allgemeinen Geschäftsbedingungen gelten in ihrer zum Zeitpunkt der Auftragserteilung gültigen Fassung, für alle Geschäftsbeziehungen der Firma natureOffice GmbH, Steubenhof 1, 65207  Wiesbaden („natureOffice“).
2. All services, offers and products of natureOffice are made, unless otherwise expressly agreed, solely on the basis of these terms and conditions. Differing conditions of the customer, which we do not expressly acknowledge in writing, are not binding for the natureOffice, even if they are not expressly contradicted.
3. Der Vorrang der Individualabrede bleibt unberührt; zur Vertretung der natureOffice sind lediglich die gesetzlichen Vertreter berechtigt. Individuelle Vereinbarungen, die vor Abschluss des Vertrages getroffen wurden, sind jedoch nur dann verbindlich, wenn sie spätestens bei Vertragsschluss ausdrücklich in Textform von beiden Parteien festgehalten wurden.

§2 Object and scope of the agreed services

1. The subject matter of the contract, in addition to the sale of the processes, is an advisory activity carried out using scientifically sound knowledge and experience in accordance with the principles of proper professional practice.
2. The task, the procedure and the nature of the work results are determined by the offer of natureOffice, unless they are regulated in the written agreements of the involved parties. If an order is confirmed in writing by the client, the latter only commits each other to the extent specified in the written contractual agreement. Type and scope of services are characterized by the individual characteristics of each project. If the full order content at the beginning of the order is not or not fully assessable, a written framework agreement can be concluded. If no written agreement exists, the framework will be based on the circumstances of the specific case.
3. If services can not be provided because of faults in the operation of the client, the client is obliged to rectify the faults immediately. The client must notify the natureOffice in good time in case of disruptions, so that the coordination and processing of other projects is not affected.
4. Changes, additions or extensions of the task, the procedure and the form of the work results require a special written agreement.
5. The client receives the final report within a reasonable time after completion of the order, provided a final report has been agreed in writing.

§3 Obligation to inform the client Completeness declaration

1. The client shall ensure that, even without his special request, natureOffice is provided with all documents necessary for the fulfillment and execution of the order in a timely manner and that he is informed of all processes and circumstances which are of importance for the execution of the order. This also applies to documents, processes and circumstances that occur during the activity of natureOffice.
2. Die natureOffice trifft keine Pflicht zur Überprüfung der Angaben des Auftraggebers.

§4 Securing independence

1. The contracting parties mutually undertake to take precautions to prevent endangering the independence of the parties and employees of natureOffice. This applies in particular to offers by the client to hire or accept orders on his own account.

§5 Protection of the intellectual property of natureOffice, copyright and rights of use

1. The client is obliged to ensure that the offers, reports, analyzes, expert reports, organization plans, programs, performance descriptions, drafts, calculations, drawings, data carriers and the like created in the course of the order by natureOffice, its employees and cooperation partners are only for Used for order purposes. In particular, the transfer of professional information of any kind by the contractor to third parties in return for payment and free of charge requires its written consent. A liability of natureOffice against third parties is not justified. 
2. The use of professional statements of natureOffice for advertising purposes by the client is not permitted without prior agreement. Infringement entitles natureOffice to terminate all contracts without notice and reimburse agreed fees at least 100% but not less than 80%.
3. natureOffice retains a copyright to its services.
4. In view of the fact that the services provided are intellectual property of natureOffice, the right of use of the same applies even after payment of the fee exclusively for the client's own purposes and only to the extent specified in the contract. Any nonetheless passing on, also in the course of a dissolution of the enterprise or a bankruptcy pulls claims for damages. In such a case full satisfaction should be provided. 

§6 Remedy of defects and warranty

1. natureOffice is entitled to eliminate subsequently known improprieties and defects in its performance. It is obliged to inform the client immediately. The warranty period is three months from the date of performance. 
2. The client is entitled to free removal of defects, provided they are the responsibility of natureOffice. This entitlement lapses six months after the contractor's complaint has been made. 
3. natureOffice will fulfill its duty to fulfill the contract with the best of our knowledge and belief. It guarantees to render all services in the sense of the client, but is dependent on the co-operation of the client with regard to the correctness, completeness and truthfulness of their work. In particular with regard to the collected data and other economic requirements, the natureOffice is bound to implement the client's specifications and assumes no responsibility for the correctness, completeness and truthfulness of the results obtained, insofar as these are based on information provided by the client or result from information provided by the client. In the case of warranty, remedial action takes precedence over any reduction or conversion. Insofar as claims for damages exist, the provisions of § 8 shall apply. NatureOffice does not assume any warranty if a grant requested by the client on behalf of the client is not granted for whatever reason. The same applies in the case of any other form of financing, which is not completed positively. The reversal of the burden of proof, ie the contractor's obligation to prove his innocence of the defect, is excluded.

§7 Liability

1. natureOffice and its employees act in accordance with the generally accepted principles of professional practice in the provision of services. It is liable for damages only in the event that their intent or gross negligence can be proven in the context of statutory provisions. This also applies to the violation of obligations by consulted colleagues or employees of any kind.
2. The claim for damages must be asserted within six months after the claimant (s) has become aware of the damage.
3. Im Übrigen haften natureOffice, ihre gesetzlichen Vertreter und Erfüllungsgehilfen dem Auftraggeber nur für durch Vorsatz oder grobe Fahrlässigkeit verursachte Schäden. Im Falle der groben Fahrlässigkeit ist die Haftung für mittelbare Schäden und Folgeschäden (insbesondere Betriebsunterbrechungen, Produktionsstillstände, entgangenen Gewinn und vergebliche Aufwendungen) ausgeschlossen.
4. Die vorstehenden Haftungsbeschränkungen bzw. -ausschlüsse gelten nicht im Falle von Vorsatz, einer Verletzung des Lebens, des Körpers oder der Gesundheit sowie bei Ansprüchen nach dem Produkthaftungsgesetz.

§8 Obligations and confidentiality

1. natureOffice, its employees and the affiliated partners undertake to keep confidential all business secrets that they become aware of in connection with their work for the client. This duty of confidentiality also applies to the client and is fully transferred to his business relations. 
2. The duty of confidentiality of natureOffice, its employees and the partners involved also applies for the time after completion of the order. Exceptions are cases where there is a legal obligation to provide information.
3. natureOffice is authorized to process personal data entrusted to it within the scope of the purpose of the project or to have it processed by third parties. NatureOffice guarantees the obligation to maintain data secrecy in accordance with the provisions of the Data Protection Act. All data collected in the context of a business relationship by the natureOffice are recognized as particularly worthy of protection. The processing of the collected data outside of the project by natureOffice or its partners is only for internal purposes. In order to improve procedures, statistical evaluations or the creation of new procedures, the data collected will only be processed anonymously.

§9 Fee

1. natureOffice is entitled to payment of a reasonable fee by the client in exchange for the provision of its services.
2. If the execution of the order is prevented after the contract has been signed by the client (for example due to termination), the natureOffice nevertheless belongs to the agreed fee. 
3. NatureOffice can make the completion of its service dependent on the full satisfaction of its fee claims. The complaint of the work of the contractor, except in the case of obvious defects, does not justify withholding of the remuneration due to it.
4. Unless otherwise agreed, natureOffice will be required to pay a deposit of 50 percent of the order value, payable within 2 weeks, to the account disclosed by natureOffice at the start of the order.
5. Unless otherwise agreed, the balance of 50 percent of the order will be payable within 2 weeks of order completion, payable within 2 weeks of the account disclosed by natureOffice. 
6. The fee amount is based on the written agreement of the client with natureOffice. 
7. Der Auftraggeber trägt die Kosten, die natureOffice bei der Vertragserfüllung durch unvermeidbare Reisen entstehen. natureOffice ist zur Nutzung der öffentlichen Verkehrsmittel (2. Klasse) angehalten. Ist eine Fahrt mit den öffentlichen Verkehrsmitteln nicht zumutbar, kann natureOffice Fahrtkosten entsprechend der jeweils gesetzlich geltenden Kilometerpauschale in Rechnung stellen. Der Auftraggeber hat etwaige Fahrtkosten 14 Tage nach Inrechnungstellung durch natureOffice zu begleichen.

§10 Offsetting and carbon credits

Sofern Gegenstand eines Vertrages auch die Kompensation von CO2-Emissionen ist, gelten die nachfolgenden Bedingungen, wobei natureOffice auf Basis eines Dienstvertrages tätig wird:

1. natureOffice uses the collected compensation money to offset the determined emissions in the selected carbon offset projects.
2. In principle, natureOffice only selects carbon offset projects whose partners are considered trustworthy. The verification of the projects is carried out by well-known certification organizations. These are liable for their activity.
3. natureOffice guarantees to the client, over the cooperation period, the delivery of certificates to offset emissions in the context of cooperation.  
4. natureOffice brings together all periodically reported emissions and buys carbon credits when the minimum purchase volume is reached.
5. In the event of the unavailability of a project natureOffice guarantees an adequate replacement project with the same qualities (eg Gold Standard, CCB, Carbonfix) for compensation.
6. Unavailability may be due to declining quality, the expiration of the project, the failure to meet the forecasted quantity of allowances, or any change in price or any other unforeseeable market disruption.
7. If a carbon offset project is taken out of the supply portfolio of natureOffice because of unavailability, the client is informed early, at least four weeks before the change occurs and given him the opportunity to choose an alternative project.
8. The decommissioning of emissions is guaranteed by natureOffice and / or its trading partners. Discontinued credits are withdrawn from the market and are not resold.
9. Purchasing and decommissioning shall be carried out no later than five years after the first notification of emissions, even if the minimum purchase quantities are not reached. The client can not be called in for any additional costs incurred by failing to meet a minimum purchase quantity. The purchasing risk lies solely with natureOffice. 

§11 Escape clause

Should provisions of this contract be wholly or partially invalid or lose their legal validity, the validity of the contract shall not be affected. The same applies if there should be a gap in this contract. The ineffective regulation or to fill the gap shall be replaced by an appropriate regulation which, as far as legally possible, comes closest to what the contracting parties intended or would have intended according to the meaning and purpose of the contract, provided they had considered this point , If the ineffectiveness of a provision is based on a measure of performance or time, deadline or deadline, then a legally permissible level shall come to this point. The contracting parties are obliged to make any necessary changes by formally changing the wording of the contract. For the rest, the statutory provisions under the Civil Code of the Federal Republic of Germany apply.

§11 Choice of law and jurisdiction

Only German law applies. The place of jurisdiction for all disputes is Wiesbaden. NatureOffice reserves the right to move the place of jurisdiction. 

The listed terms and conditions are valid in this 4th revision from 1 January 2019.