Scope
The following General Terms and Conditions apply to all offers issued by PASSION4IT GmbH and to all other contracts concluded with PASSION4IT GmbH. Any conflicting general terms and conditions of the contracting partner are expressly rejected. They apply only if expressly confirmed in writing by PASSION4IT GmbH.
In commercial dealings, PASSION4IT GmbH also operates under the brands RiverRoom, RiverRoom Yoga and building-leaders.digital. These brands are not separate legal entities; all contracts are concluded exclusively with PASSION4IT GmbH, Postackerweg 9, 94234 Viechtach, Germany.
Conclusion of contract, subject matter
The subject matter of the contract is the service described in the offer of PASSION4IT GmbH. The contract between PASSION4IT GmbH and the customer is concluded as soon as PASSION4IT GmbH confirms receipt of the customer’s acceptance of the offer in writing, by email or by fax. Offers from PASSION4IT GmbH are binding for the period stated in the offer. If no different period is stated, a binding period of four weeks from the offer date applies. A contract comes into existence upon issuance of a written order confirmation by PASSION4IT GmbH. Oral side agreements and subsequent contractual amendments are only valid if expressly confirmed in writing by PASSION4IT GmbH. The same applies to assured characteristics. Images and information in catalogues and brochures are authoritative only if expressly designated as binding in the contract.
Place of performance
Unless otherwise agreed, PASSION4IT GmbH provides its services remotely (remote access, video conferencing or comparable digital means of communication). On-site services at the customer’s premises are provided only by separate agreement. The place of performance is 94234 Viechtach, Germany.
Basis of cooperation
The basis of cooperation is a service contract (Dienstvertrag). Services are billed monthly based on activity reports after the work has been performed.
Copyright, rights of use
Concepts, proposed solutions and consulting services of PASSION4IT GmbH constitute work protected by copyright, made available to the customer solely in connection with the contractual service for the agreed purpose and to the agreed extent. Insofar as the customer submits its own concepts, PASSION4IT GmbH is entitled, but not obliged, to use them free of charge when performing the contractual service. The customer grants PASSION4IT GmbH the right to use submitted drafts and concepts free of charge for the purpose of performing the agreed service. The customer warrants that no copyrights of third parties are infringed. If third parties assert claims against PASSION4IT GmbH on account of an infringement, the customer shall fully indemnify PASSION4IT GmbH against such claims. This does not apply if PASSION4IT GmbH modifies the submitted drafts and concepts. PASSION4IT GmbH grants the customer the exclusive right of use to the finished contractual service. Ownership remains with PASSION4IT GmbH. Use of copyrighted services of PASSION4IT GmbH in whole or in part by third parties is permitted only with the written consent of PASSION4IT GmbH. This also applies to concepts and solution proposals not implemented.
Subcontractors
PASSION4IT GmbH is entitled to engage subcontractors or third parties to perform the contractual service. PASSION4IT GmbH is liable to the customer for services performed by subcontractors as for its own services. PASSION4IT GmbH contractually obliges subcontractors to observe the same professional diligence that PASSION4IT GmbH itself owes. In the event of damage caused by a subcontractor, PASSION4IT GmbH reserves the right to seek internal recourse against the subcontractor; this does not affect the liability of PASSION4IT GmbH towards the customer. External costs and expenses (e.g. for travel, consulting and other services) are invoiced separately to the customer. If no agreement has been made in this regard, the respective agreed fee of PASSION4IT GmbH applies.
Customer’s duties to cooperate
The customer comprehensively informs PASSION4IT GmbH about the desired service, the objective and the scope of the fee as the basis for preparing the offer. This includes informing PASSION4IT GmbH of any guidelines to be observed or of the use of existing concepts and IT architectures, as well as providing the relevant documentation. The customer makes professionally qualified employees available in sufficient numbers to implement the projects and to participate in the necessary workshops.
Data protection
Our privacy policy is available at passion4it.de/en/privacy.
Insofar as PASSION4IT processes personal data on behalf of the customer in the course of providing services, a separate data processing agreement (DPA) under Article 28 GDPR is concluded. Provision of services does not commence without a signed DPA. PASSION4IT undertakes to comply with the data protection obligations arising from the DPA and the GDPR.
EU AI Act / AI law
Insofar as services include AI-related activities, consulting or the provision or operation of AI systems, the requirements of Regulation (EU) 2024/1689 (EU AI Act) apply in addition. PASSION4IT undertakes to comply with the obligations applicable to providers, developers and operators of AI systems under the regulation. The customer is informed that, as the operator or user of an AI system, the customer may also be subject to its own obligations under the regulation; PASSION4IT does not assume responsibility for the customer’s own compliance with these obligations.
Liability
PASSION4IT GmbH undertakes to perform the contractually agreed services with professional and commercial care, and to observe these principles also when engaging third parties for the performance of the contract. Subject to the following provisions, claims for damages by the customer — on whatever legal grounds, including those arising from tort and pre-contractual breach of duty — are excluded for the slightly negligent breach of duties by PASSION4IT GmbH, its legal representatives or vicarious agents.
In the event of a slightly negligent breach of essential contractual obligations, the liability of PASSION4IT GmbH is limited in amount, per individual case of damage, to the contract value, but at least to the damage foreseeable and typical at the time of conclusion of the contract. In the event of intent or gross negligence, as well as in the event of culpable injury to life, body or health, PASSION4IT GmbH is liable without limitation under the statutory provisions. The above exclusions and limitations of liability do not apply in cases of strict liability, in particular under the Product Liability Act, in the event of injury to body or health or loss of life, or absence of warranted characteristics, or in cases of malice, intent and gross negligence. To the extent that PASSION4IT GmbH uses certain materials at the express request of the customer, or commissions third parties despite having communicated reservations to the customer, the customer shall indemnify PASSION4IT GmbH against any liability. PASSION4IT GmbH accepts no liability for errors in concepts that have been reviewed and approved by the customer.
We hold business liability, cybersecurity and legal expenses insurance with ALLIANZ-Versicherungs-AG, 10900 Berlin, Germany.
Changes to the terms
Unless otherwise specifically regulated, PASSION4IT GmbH is entitled to amend or supplement these General Terms and Conditions where this is necessary for compelling reasons, in particular due to a change in the legal situation, technical changes or further developments, or other equivalent reasons, and where this does not unreasonably disadvantage the contracting partner. PASSION4IT GmbH will notify the contracting partner of the amendments or supplements in text form at least six weeks before they take effect. If the contracting partner does not agree with the amendments or supplements, the partner may object to them within one week of the intended effective date. The objection must be made in text form. If the contracting partner does not object, the amendments or supplements are deemed accepted. PASSION4IT GmbH will specifically draw the contracting partner’s attention to the intended significance of its conduct when communicating the amendments or supplements.
Consumer arbitration
We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration body.
Warranty and duty to notify defects
We warrant that the service we provide has the expressly agreed characteristics or, if no specific characteristics have been agreed, is fit for the contractually presupposed use, otherwise for ordinary use, and exhibits qualities customary for services of this kind and that may be expected by contracting partners. The contracting partner, if a merchant, shall in fulfilment of its duty to notify under § 377 HGB inform us in writing without delay of any defects discernible on delivery as well as later-occurring defects, with a detailed description of the problem and the information necessary to remedy the defect. If the contracting partner fails to provide such notification, it loses all warranty rights insofar as they relate to a defect that was discernible on delivery or to a defect that subsequently occurred. We reserve the right to fulfil our warranty obligation primarily by way of subsequent performance. The contracting partner shall cooperate to the extent necessary free of charge, by providing, for example, employees, working space, hardware and software, and data and telecommunications facilities. The contracting partner grants us access to its hardware and software both directly and via remote data transmission. The partner answers our related enquiries, reviews results and tests rectified software without delay. The urgency of remedying defects is determined by the degree of impairment of the contracting partner’s business operations. If subsequent performance ultimately fails, the contracting partner may, in accordance with statutory provisions, reduce the remuneration, withdraw from the contract or, in the case of an existing continuing obligation, terminate it without notice. Claims for damages under warranty law are excluded. Warranty rights become time-barred — unless the defect was fraudulently concealed — one year after the start of the statutory warranty period, i.e. for the purchase of an item from delivery (§ 438 II BGB) and for the creation of a work from acceptance (§ 634a II BGB). The contracting partner bears the burden of proof that defects or usability restrictions were not caused or co-caused by improper operation or by an intervention undertaken by the contracting partner. The contracting partner likewise bears the burden of proof that any defects or usage restrictions were not caused by the system environment present at the contracting partner. In such cases, the contracting partner has no warranty claim. § 476 BGB remains unaffected. If third parties assert claims that conflict with the right of use granted to the contracting partner under the contract, the contracting partner must notify us thereof immediately and in full. The contracting partner already authorises us to conduct the dispute with the third party out of court and in court. If we make use of this authorisation, the contracting partner may not acknowledge any claims by the third party without our consent. In return, we assure the contracting partner that third-party claims will be defended at our expense and that the contracting partner will be indemnified against all costs and damages associated with defending the claim, provided that these are not based on a breach of duty by the contracting partner. We are free to settle the claims asserted by the third party. If, in our view, the claims asserted by the third party in fact exist, we are free, in relation to the contracting partner, to replace the disputed items with other items also conforming to the contract. In other respects, the statutory provisions for defects of title also apply, in particular the one-year warranty period under section XII no. 4.
Fees
Services are billed monthly based on activity reports after the work has been performed.
For travel time, half the hourly rate is charged. Unless otherwise stated, we charge as travel expenses: flights (economy), rail (1st class), car (1.00 € per km from 94234 Viechtach), tolls, taxi and overnight stays as incurred. PASSION4IT GmbH is entitled to request advance payments and to issue interim invoices. All services of PASSION4IT GmbH are quoted net of statutory VAT.
All payments are due without deduction within fourteen days of receipt of the invoice by the customer, to the account of PASSION4IT GmbH. In the event of late payment, default interest of 9 percentage points above the respective base rate is charged. PASSION4IT GmbH is entitled to increase prices for recurring services in continuing obligations for the first time after 12 months from the start of the contract and no more than once a year, with three months’ notice, in line with PASSION4IT GmbH’s cost development. PASSION4IT GmbH may pass on cost increases for preliminary services by third parties beyond that, except where caused by PASSION4IT GmbH itself. As soon as the remuneration increases by more than 10 %, the customer is entitled, with a notice period of six weeks following receipt of the price increase notice, to extraordinarily terminate the affected contract at the time the increase takes effect. If the contract comprises several separable services that can also be commissioned independently, and only one part of the contract is affected by an increase of more than 10 %, the special right of termination applies only to that part. In the event of a corresponding reduction in costs, the customer may likewise request a corresponding reduction in remuneration for the first time after 12 months. Notice of a price adjustment is given by email to the address registered with PASSION4IT GmbH for contractual communications.
Reference agreement
PASSION4IT GmbH welcomes every customer who makes a successful collaboration publicly visible. Upon placement of the order, the customer grants PASSION4IT GmbH the right to name them with name and logo as a reference customer on the website and in marketing materials and to describe the nature of the collaboration in a brief sentence. The customer warrants that they hold the necessary rights to their name and logo and shall indemnify PASSION4IT GmbH against third-party claims arising from the purpose-bound use.
The customer may object to this use at any time without giving reasons — an informal email to service@passion4it.de is sufficient. PASSION4IT GmbH removes the relevant content within 14 days of receipt of the objection.
Final provisions
The place of jurisdiction for all mutual claims arising from contracts with full merchants, legal entities under public law, public-law special assets and persons who have no general place of jurisdiction in Germany is 94234 Viechtach. The same applies where the contracting partner is of unknown residence or has relocated its domicile or habitual residence abroad. If, in such cases, the claims relate to business of our branch offices, we may also assert our claims at the courts at the registered office of the branch. The place of performance for both parties and for all present and future claims arising from the business relationship is 94234 Viechtach, provided the contracting partner is an entrepreneur. To the extent that claims arise from a transaction of our branch office, the place of performance vis-à-vis entrepreneurs is the registered office of the branch. The contractual relationship is governed exclusively by German law to the exclusion of private international law and the UN Convention on Contracts for the International Sale of Goods. Contractual amendments, additions and contract-relevant declarations require written form. The contracting partner may only assign claims against us from contracts concluded with us to third parties with our express written consent. Should any of these provisions prove to be invalid, the validity of the remaining provisions of our General Terms and Conditions remains unaffected. In such a case, the parties undertake to agree on a replacement provision that comes as close as possible to the purpose of the agreement and leads, as far as possible, to the same economic result.