TERMS AND CONDITIONS OF SERVICE AND PAYMENT

Akten, Logistik und Service GmbH
in the context of document management services

I. General

1. We provide our services on the basis of the following terms and conditions. Even if the contractual partner uses differing terms and conditions, only our terms shall apply.
2. Our terms and conditions of service and payment shall also apply to all future transactions with customers after the initial transaction, without the need for any further reference.

II. Offers

1. Our offers are always non-binding and subject to change.
2. Contract agents appointed by us are not authorized to make verbal or written commitments to customers. Amendments to the contract text or supplementary agreements may only be made by persons authorized by us in writing.
3. Price information in lists, catalogues, or on data media is non-binding and requires written confirmation.
4. Illustrations, measurements, and weight specifications in our brochures are approximate values.

III. Contract Design and Execution

1. We are entitled to engage subcontractors to perform the contract or parts thereof, provided that they comply with the applicable data protection requirements in the same factual and legal manner as we do.
2. We reserve the right to adapt the manner of providing our services to technological developments, provided that the essential contractual content agreed with the customer is not altered.
3. We reserve the right, within a period of seven working days after receipt of materials delivered for storage, to return all or part of such materials at the customer’s expense if we consider them unsuitable for storage.
4. Items of particular value, especially antiques and works of art, are excluded from storage. The storage of securities (shares, bonds, fund certificates, etc.), incorporation documents, or ongoing loan agreements requires explicit agreement.
5. Any description of the condition and quality of the materials provided by us upon handover and communicated to the customer in writing shall be deemed correct unless the customer objects in writing within seven working days of receipt.
6. We are not obliged to examine the content or completeness of documents and materials provided by the customer for storage/archiving, nor to verify whether the customer is entitled to submit such materials for storage.
7. The customer is obliged to inform us of all circumstances and information necessary for the proper storage of the materials provided.
8. The customer must expressly notify us in writing if the materials pose or may pose a risk. If such notification is omitted, the customer shall be liable for all damages resulting from the realization of such risk.
9. The customer shall only provide materials over which they have the right of disposal. We are not obliged to verify the customer’s authorization.
10. We shall treat all materials entrusted to us as strictly confidential. Exceptions apply only where a judicial search or seizure order is issued; in such cases, the specified materials may be handed over to the competent authorities.
11. If materials belonging to another customer are mistakenly sent to the customer, they must be treated confidentially. The customer must inform us immediately.
12. All transport costs, including return shipments, shall be borne by the customer. Shipment is at the customer’s risk. Insurance is available upon request at the customer’s expense.
13. Assignment of rights or transfer of obligations by the customer under this contract requires our written consent.

IV. Prices / Payments

1. If, during the contract term, technical or other improvements or process optimizations lead to changes in our service offering, we are entitled to adjust agreed prices accordingly if the customer is directly affected and uses the modified service. The reference basis shall be our current standard prices.
2. We are also entitled to adjust prices if the customer significantly under- or over-utilizes the agreed order volume.
3. In the event of any price adjustment, the customer has the right to terminate the contract within 90 days effective at the end of the following quarter. Until termination, the previous prices remain valid.
4. All prices are subject to statutory value-added tax applicable at the time of service provision.
5. Set-off against counterclaims is excluded unless such counterclaims are undisputed or legally established.
6. In case of late payment or deferral, we are entitled to charge default interest of 8 percentage points above the base rate. The right to claim further damages remains reserved.
7. In case of payment default or justified doubts about the customer’s creditworthiness, we are entitled to demand securities or advance payments and to declare all claims due, subject to clause V.3(d).

V. Term / Liens / Termination

1. The contract shall be automatically extended by one year unless terminated by either party at least three months before the end of the initial or extended term.
2. We hold a lien on the stored materials for all payment claims arising from the contract.
3. The contract may be terminated without notice for good cause by either party. Good cause includes in particular:

a) application for insolvency proceedings by one party;
b) liquidation of a party;
c) breach of essential contractual obligations despite a grace period and warning;
d) payment arrears exceeding three months (or two months for monthly instalments).

4. In such cases, the customer is obliged to collect their stored materials after termination. We will request collection at the last known address and set a deadline of 10 weeks.
5. If the customer fails to collect the materials, we are entitled to destroy them. This does not apply if storage has been prepaid; in that case, destruction is only permitted once the prepaid storage period has expired.

VI. Warranty

1. The customer must inspect returned archived materials immediately upon receipt. Obvious defects must be reported in writing within seven calendar days.
2. Non-obvious defects must be reported within seven calendar days of discovery, and at the latest within three months of delivery.
3. Failure to comply with these deadlines excludes any liability on our part.

VII. Liability / Damages

1. We are not liable for slightly negligent breaches of duty, unless they concern essential contractual obligations.
2. The same applies to negligent breaches that do not result in injury to life, body, or health.
3. In cases of gross negligence by simple agents, liability is limited to foreseeable average damages.
4. Liability is limited in any case (except intent) to EUR 1,000.
5. Claims for damages not caused to the stored item are excluded unless caused intentionally or by gross negligence.
6. We are not liable for disruptions due to force majeure or circumstances beyond our control.
7. We are not liable for damages resulting from the customer’s failure to comply with legal storage or archiving regulations.
8. The customer shall indemnify us against third-party claims arising from breach of their obligations.

VIII. Final Provisions

1. All legal relations shall be governed exclusively by German law.
2. Place of performance is Frankfurt am Main.
3. If the customer is a merchant, the exclusive place of jurisdiction for all disputes shall be Frankfurt am Main.