Legal

General Terms and Conditions

For Business Clients (B2B) • As of: June 2026

Preamble

Accounting Factory AbZ GmbH provides accounting services exclusively within the scope of § 6 No. 3 of the German Tax Advisory Act (StBerG). This includes in particular the posting of ongoing business transactions, ongoing payroll processing, and the preparation of payroll tax returns. In addition, Accounting Factory AbZ GmbH undertakes interim management projects in the field of accounting and supports clients in implementing AI-powered systems for document processing and workflow optimization. Quality, data protection, and information security are of the highest priority; the company holds certifications under ISO 9001 (quality management) and ISO 27001 (information security).

§ 1 Scope

These General Terms and Conditions (“T&Cs”) apply to all contracts entered into between Accounting Factory AbZ GmbH (“Service Provider”) and its clients. They apply in the version current at the time of the engagement.
Conflicting or deviating conditions of the client are only recognized if the Service Provider has expressly agreed to them in writing. This applies even if the Service Provider renders services without reservation in the knowledge of conflicting client conditions.
All information about services on websites, in proposals, or in informational materials is non-binding and without commitment unless expressly confirmed in writing as binding.
These T&Cs apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code).

§ 2 Scope of Services

The Service Provider renders accounting services pursuant to § 6 No. 3 StBerG. The scope of services includes in particular: – Posting of ongoing business transactions (financial accounting) – Ongoing payroll processing and preparation of payroll tax returns – Interim management in the field of accounting and controlling – Project support for the implementation of AI agents for document processing and approval workflow assistance – Consulting and support for the digitalization of accounting processes
Tax advisory services within the meaning of § 1 (2) StBerG are expressly not part of the engagement and will not be provided. If a need for tax advice arises in the course of the engagement, the Service Provider will point this out to the client.
The Service Provider renders its services in accordance with generally accepted accounting principles (GoB) and in compliance with applicable legal requirements, in particular the principles for the proper maintenance and retention of books, records, and documents in electronic form and for data access (GoBD).
Where AI-powered systems are used for document processing, this is done under the responsibility of the Service Provider and with the consent of the client. The final approval of processed documents is the responsibility of the client or a signatory designated by the client via the provided approval workflow.

§ 3 Fees and Payment

Fees are governed by the individual agreement in the respective engagement or service contract. All prices are net plus applicable statutory VAT.
Invoices are due for payment without deduction within 14 days of the invoice date, unless otherwise agreed.
In the event of late payment, the Service Provider is entitled to charge default interest at the statutory rate (§ 288 BGB). In addition, a reminder fee of €10.00 per reminder letter will be charged. The right to claim higher proven damages is reserved.
Set-off against or retention of claims of the Service Provider is only permissible with undisputed or legally established counterclaims.

§ 4 Client Obligations

The client shall provide the Service Provider with all documents, records, and information necessary for proper performance of the engagement, completely, accurately, and in a timely manner. Digitally transmitted documents must meet the agreed technical requirements.
The client shall designate a responsible contact person and, where available, a deputy. Changes must be communicated to the Service Provider without delay.
The client is obligated to review the Service Provider’s work results promptly for completeness and accuracy and to communicate any objections without undue delay. Objections not raised within 30 days of the delivery of the work result are deemed approved; the Service Provider will separately inform the client of this consequence and its significance upon delivery of the work result.
Where the approval workflow for AI-powered document processing is used, the client is obligated to grant approvals promptly and through authorized persons. Delays resulting from a missed or delayed approval are not attributable to the Service Provider.
If the client’s conduct impairs or makes impossible the provision of the agreed services, the Service Provider is released from its obligation to perform. The right to remuneration remains unaffected.

§ 5 Service Provider Obligations

The Service Provider performs the assigned tasks diligently, professionally, and in compliance with applicable legal requirements.
The Service Provider maintains confidentiality regarding all facts and circumstances that come to its attention in the course of its activities. This obligation continues after termination of the contractual relationship. The confidentiality obligation does not apply where statutory disclosure or reporting obligations exist or where the client has expressly released the Service Provider from this obligation in writing.
The Service Provider processes the documents provided on the assumption that they are accurate and complete. Where it identifies inaccuracies or deficiencies, it will notify the client accordingly.
The Service Provider is entitled to engage qualified subcontractors or AI systems for the fulfillment of agreed services, provided this serves the performance of the service and the requirements of data protection and information security are met in accordance with the certified management systems (ISO 9001, ISO 27001).

§ 6 Data Protection and Information Security

The Service Provider processes personal data of the client and its employees exclusively within the scope of contractual service delivery and in compliance with applicable data protection law, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
Where the Service Provider processes personal data on behalf of the client, a separate data processing agreement pursuant to Art. 28 GDPR will be entered into.
The Service Provider operates an information security management system (ISMS) pursuant to ISO 27001 and takes appropriate technical and organizational measures to ensure the confidentiality, integrity, and availability of the data processed.
The client is obligated to notify Accounting Factory AbZ GmbH without delay if it becomes aware of circumstances that could jeopardize the security of the transmitted data.
Where AI-powered systems are used for document processing, the Service Provider will inform the client about the processes employed. The processed data will not be used for training external AI models. The client grants its express consent to this within the framework of the data processing agreement.

§ 7 Defects and Warranty

The client is entitled to have defects in the service rendered remedied. The Service Provider must first be given the opportunity to carry out subsequent performance within a reasonable period.
Defect claims must be asserted by the client without delay, at the latest within 30 days of becoming aware of the defect, in text form.
Obvious errors (e.g., typographical, arithmetical, or transcription errors) will be corrected by the Service Provider at any time, including vis-à-vis third parties, as soon as it becomes aware of them.
Remediation of defects by third parties at the Service Provider’s expense is generally excluded, unless the Service Provider is in default or has seriously and definitively refused subsequent performance.

§ 8 Storage and Return of Documents

The obligation to retain documents rests in principle with the client. Original documents and documents entrusted to or received directly by the Service Provider shall be returned to the client upon completion of the processing, and no later than upon termination of the engagement.
At the client’s request, the Service Provider shall release the documents in its possession within a reasonable period. The Service Provider is entitled to make copies or digital duplicates of the returned documents and to retain them.
The Service Provider’s retention obligation for analyses, reports, and lists ends three months after their transmission to the client, and no later than three months after termination of the contract, unless a longer statutory retention obligation applies.
Digital documents and records transmitted via the provided systems are stored in accordance with the requirements of the GoBD and the agreed retention period and thereafter securely deleted.

§ 9 Liability

The Service Provider is liable without limitation for damages arising from injury to life, body, or health, and for damages resulting from intentional or grossly negligent conduct by the Service Provider, its legal representatives, or vicarious agents..
For damages arising from the breach of material contractual obligations (cardinal obligations), the Service Provider is also liable in cases of ordinary negligence, but limited in amount to the typically foreseeable damage. Material contractual obligations are those whose fulfillment first makes proper performance of the contract possible and on whose observance the client may regularly rely.
In all other respects, the Service Provider’s liability for damages caused by ordinary negligence is excluded. Liability for indirect damages, consequential damages, and lost profits is excluded — except in cases of intent or gross negligence, injury to life, body, or health, and with respect to the typically foreseeable damage recoverable under paragraph 2.
The Service Provider’s liability for ordinary negligence is limited to the typically foreseeable damage. To cover this liability, the Service Provider maintains a combined commercial and financial liability insurance with coverage of at least €250,000 per loss event for financial losses and €10,000,000 per loss event for personal injury and property damage, and will maintain this coverage for the duration of the contractual relationship. The foregoing limitation does not apply to damages within the meaning of paragraph 1.
The client’s claims for damages are subject to a limitation period of one year from the date on which the client learned or, absent gross negligence, should have learned of the damage and the circumstances giving rise to the liability. Claims for injury to life, body, or health, and claims based on intent or gross negligence, are subject to the statutory limitation periods.
The foregoing limitations of liability also apply in favor of the Service Provider’s employees, representatives, and vicarious agents. They do not apply where the Service Provider has assumed a guarantee or where damages have been fraudulently concealed. Liability under mandatory statutory provisions, in particular under the German Product Liability Act, remains unaffected by the foregoing limitations.

§ 10 Term and Termination

The term and notice periods are governed by the individual agreement in the respective service contract.
The right to extraordinary termination for good cause remains unaffected. Good cause exists for the Service Provider in particular if the client falls into arrears with a due payment, fails to fulfill its cooperation obligations despite being requested to do so, or has repeatedly breached material contractual obligations.
Upon termination of the contract, the parties are obligated to promptly return or delete the other party’s documents and access data, to the extent no statutory retention obligation precludes this.

§ 11 Quality Management and Certifications

The Service Provider operates a certified quality management system pursuant to ISO 9001 and an information security management system pursuant to ISO 27001. Current certificates may be requested from the Service Provider.
The Service Provider undertakes to comply with the requirements of these standards in the performance of its services and to conduct regular reviews and improvements.
The client is entitled, upon prior notice and to a reasonable extent, to audit or have audited by a neutral third party compliance with quality and security requirements, provided that the legitimate interests of other clients are not affected.

§ 12 Written Form Requirement

Amendments and supplements to these T&Cs and all contracts entered into on their basis require written or text form (e.g., email). This applies also to any waiver of this written form requirement.
Verbal collateral agreements are not effective.

§ 13 Governing Law and Jurisdiction

All legal relationships between the client and the Service Provider are governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and exclusive place of jurisdiction for all disputes arising from and in connection with this contract is Oranienburg, provided the client is a merchant, a legal entity under public law, or a special fund under public law.

§ 14 Severability Clause

Should any provision of these T&Cs or of any agreement entered into on their basis be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be deemed replaced by a provision that most closely achieves the economic purpose of the invalid provision in a legally permissible manner. The same applies to any gaps in these T&Cs..