Terms and Conditions
General Terms and Conditions
BAT Business Services GmbH, located at Wiener Str. 31 in 10999 Berlin, Germany (hereinafter referred to as the “Contractor”) offers, among other things, various services within the scope of facility management – in particular cleaning services – for commercial Clients (hereinafter referred to as the “Client”) via the website www.tigerfacilityservices.com. The services are performed by the Contractor’s cleaning staff and/or subcontractors. Insofar as such cleaning personnel are employed by the Contractor, there is no hiring out of employees within the meaning of the German Temporary Employment Act (Arbeitnehmerüberlassungsgesetze, AÜG). Instead the agreements concluded between the Contractor and the Client are mixed-type agreements with a focus on the law governing contracts for work and services, for the performance of which the Contractor makes use of cleaning staff or independent vicarious agents (hereinafter: “Personnel”) who are subject to the Contractor’s instructions.
In addition to providing cleaning services, the Contractor offers the Client further services such as special cleaning, the sale of cleaning materials and hygiene products, the provision of floor mats, coffee machines and coffee, water dispensers, fruit baskets, etc. (all of the services offered by the Client hereinafter referred to as: “Services”). This additional offer is constantly updated. The services described are provided as a rule and regardless of the term of the agreement either as a one-time (hereinafter: “One-time Services”) or on a recurring basis (e.g. once a week, hereinafter: “Recurring Services”).
§ 1 Scope The following General Terms and Conditions (hereinafter referred to as “GTC”) shall apply to all of the services offered by the Contractor as well as to use of the IT infrastructure of the Contractor when it comes to comparing, selecting and ordering service offers and/or to any agreements concluded between the Contractor and the respective Clients. Any terms and conditions of business/use to the contrary on the part of the respective Client shall not apply. If other individual terms and conditions are agreed between the Client and the Contractor, then they shall take precedence over the provisions of these GTCs. The Preamble shall form a mandatory component of these GTCs.
§ 2 Conclusion of Contract Any and all offers made by the Contractor shall in the first instance be subject to change. They are merely invitations for binding offers from the Client. (2) The Client makes a binding offer to the Contractor to conclude a contract within the meaning of Section 145 of the German Civil Code (Bürgerliches Gesetzbuch, hereinafter referred to as “BGB”) by selecting services from the Contractor’s offer on the platform www.tigerfacilityservices.com and following the instructions provided during the purchase order process. Alternatively, the Client makes a binding offer to the Contractor to conclude a contract if the Client agrees to a request from the Contractor by e-mail or telephone. (3) The Contractor may accept the binding offer from the Client within a reasonable period of time in accordance with Section 147 of the BGB (e.g. by sending an e-mail in which the Client’s offer is expressly accepted, i.e. by express confirmation, or impliedly by sending the cleaning schedule). However, simple confirmation of receipt of the Client’s offer by the Contractor (e.g. in the form of an automated confirmation e-mail) shall not constitute binding acceptance within the meaning of Section 147 of the BGB. (4) If the Client submits an offer to the Contractor’s sales team by way of individual communication (e.g. on the telephone, by e-mail), in these cases acceptance of this offer by the Contractor shall only be effected upon transmission of the countersigned contract document.
§ 3 Type and Scope of Performance (1) The Contractor shall be obliged to perform the services to be rendered within the scope of the contract concluded in a service-oriented, professional and timely manner. (2) The Contractor shall provide the necessary personnel; this also includes the provision of labor by partner companies. (3) The Contractor undertakes to remunerate the Contractor’s own employees at least in accordance with the applicable collective wage agreement for the industrial cleaning trade. (4) As a rule, personnel shall be obliged to accept instructions regarding performance of the respective services only from the Contractor or the authorized representatives of the Contractor. The Client shall be exclusively liable for instructions given to personnel by the Client or the Client’s authorized representative. (5) Subsections § 3.2 - § 3.4 shall also apply to any personnel employed by partner companies.
§ 4 Additional Services (1) Any work that is not listed in the agreement or in the Client’s order (e.g. special cleaning) shall form the subject of a separate offer, performance and remuneration. (2) Order changes and extensions of orders shall be issued or accepted exclusively through the Contractor and not the staff employed.
§ 5 Confidentiality and Data Protection (1) The Contractor shall be obliged to observe confidentiality with regard to any and all business or trade secrets about which the Contractor becomes aware as well as any official matters, even beyond the term of the agreement. The personnel employed by the Contractor shall also be equally instructed. (2) The respective personnel shall also be informed with regard to the relevant statutory provisions on the protection of personal data.
§ 6 Client Obligations (1) The Client shall provide the water (hot and cold) required for cleaning, electricity and suitable rooms for the storage of materials, equipment, etc. free of charge. (2) The Client’s premises to be cleaned must be accessible to the Contractor’s personnel or be cleared at the agreed cleaning time. (3) The Client shall pay the agreed remuneration on time (i.e. usually on a monthly basis). If the Client is in arrears with payment in the amount of at least two months’ remuneration, then the Contractor shall be free to discontinue the contractually owed services in accordance with Section 273 of the BGB. The claim to contractually agreed remuneration for the entire agreed term of the agreement shall remain unaffected. In this case the Contractor shall be entitled to make provision of further contractually agreed services dependent on corresponding advance payment by the Client. If the Contractor terminates the agreement for cause due to persistent delay in payment by the Client, then lump sum compensation in the amount of 50% of the remuneration to be paid by the Client by the end of the agreed contract term shall be owed.
§ 7 Remuneration (1) The Contractor shall receive remuneration from the Client for the services to be provided in accordance with the Client’s contract or order under the respective agreement. (2) If agreed, the Contractor shall receive remuneration from the Client for the provision of cleaning materials in accordance with the Client’s contract or order. Ownership of the aforementioned consumables shall pass to the Client at the time of their provision to the Client. (3) The services rendered shall be invoiced on a monthly basis. (4) Unless otherwise and explicitly agreed, all prices indicated shall be subject to statutory value added tax and refer to the performance of the services offered on working days from Monday to Saturday, excluding working hours subject to surcharges. (5) The Contractor shall be entitled to increase the agreed prices if a. price calculation of the underlying hourly billing rates changes due to a new wage or framework collective agreement, b. the statutory provisions applicable to the type of employment and their consequential costs change, c. social legislation or its contributions entail changes, d. other statutory or fiscal changes occur. (6) The price increase shall be 80/100 of the increase factors on which it is based. The contractual price agreement shall be based on the wage scale of the indoor cleaning trade. The collective wage agreements of the indoor cleaning trade shall be decisive for questions as to whether or not there are wage increases.
§ 8 Order Completion (1) The services rendered by the Contractor shall be deemed to have been performed and accepted in accordance with the agreement unless the respective Client raises justified objections in writing immediately following the respective performance of services (this shall apply to both one-time and recurring services rendered by the Contractor) whereby the type, scope, time and place of the asserted objections must be described in detail. (2) In the event of failure to perform in accordance with the agreement the Client shall be obliged, without prejudice to the provisions of Section 281 Paragraph 2 of the German Civil Code (BGB), to set the Contractor a reasonable deadline in writing for subsequent performance. (3) If the Client justifiably complains about defects in the contractually agreed performance, then the Contractor shall be obliged to provide subsequent performance. No warranty shall be assumed for defects and damage due to the fact that the Client has not provided the Contractor with important information about the type and condition of the surfaces and objects to be cleaned. The same shall apply if the Client fails to take sufficient precautions in order to ensure accessibility or reachability with respect to the surfaces to be cleaned. (4) If the defect cannot be remedied or if a further attempt at subsequent performance is unreasonable for the Client, then the Client may demand a reduction of the remuneration or terminate the agreement instead of subsequent performance. The Client shall not be entitled to terminate the agreement in the event of only a minor breach of contract, in particular in the case of only minor defects.
§ 9 Contractor Liability (1) As a rule the Contractor shall be liable to the Client in the event of a breach of contractual and non-contractual obligations in accordance with statutory provisions. Exceptions are regulated in the following paragraphs: (2) The Contractor shall only be liable for damages – for any legal reason whatsoever – in the event of intent and gross negligence. (3) In the event of a lesser degree of fault than gross negligence, the Contractor shall only be liable in each case a. for damage due to injury to life, limb or health; b. for damage due to the breach of material contractual obligations (or breachof obligations the fulfillment of which makes the proper performance of the agreement at all possible and the compliance with which the Client may routinely rely on [principal contractual/cardinal obligations]). In such cases the Contractor’s liability shall be limited to compensation for foreseeable, typically occurring damage. (4) For damages demonstrably attributable to the Contractor’s services the Contractor shall be liable within the scope of the business liability insurance taken out by the Contractor with Ergo Versicherung AG. (5) The Contractor’s liability for vicarious agents and assistants employed by the Contractor in the performance of the Contractor’s contractual obligations shall be governed by the provisions of Section 9 Paragraphs 1 through 4 of these General Terms and Conditions of Contract. (6) The Contractor is not responsible for third-party content linked to the Contractor’s website or app and assumes neither liability nor warranty for the accuracy of corresponding linked third-party websites. The same applies with regard to compliance with data protection regulations and provisions on the linked third-party websites. (7) The Contractor shall not be liable for damages caused by third party fault or interruptions in the availability of the website, app. etc. for which the Contractor may not be held responsible (e.g. technical problems with the Internet that cannot be influenced by a contracting party, disruptions of telecommunications networks, etc.). (8) The Contractor shall not be liable for damage which arises due to the cleaning materials and other products employed or offered. (9) The Contractor shall also not be liable for damage (including service failures) due to events of force majeure (e.g. natural disasters, official or sovereign orders, war, states of emergency, epidemics, infrastructure failures, etc.).
§ 10 Client Liability and Duty of Notification (1) The Client shall be liable to the Contractor in the event of a breach of contractual and non-contractual obligations in accordance with statutory provisions. (2) The Contractor shall not be liable for any damage resulting from the cleaning materials and other products used or offered. In particular, if the surfaces, objects, etc. to be cleaned are of a special nature and/or have special properties, then the Client must inform the Contractor of this separately so that the Contractor is able to adapt the procedures to be employed for cleaning and the cleaning agents to be used accordingly. Likewise, the Client shall separately inform the Contractor if certain surfaces, objects, etc. with which the Contractor’s cleaning staff come into contact as intended in the course of fulfilling the Contractor’s contractual duties are particularly valuable (e.g. if these involve valuable vases, sculptures, pictures or the like). If the Client fails to provide corresponding information, then the Contractor shall only be liable to the Client for the resulting damage to a limited extent – i.e. only the value of a comparable object of average type and quality shall be taken into consideration when calculating the damage.
§ 11 German Act on Mandatory Working Conditions for Workers Posted Across Borders and for Workers Regularly Employed in Germany (Arbeitnehmerentsendegesetz, “AEntG”) (1) The Contractor shall be obliged to comply with the provisions of the AEntG. Among other things, this includes payment of the binding collectively agreed wage for the indoor cleaning trade. The Contractor undertakes to indemnify the Client against the Contractor’s liability with regard to the minimum wage. (2) The Client shall be entitled to request current verification (e.g. timesheets, payrolls, employee lists) of compliance with the AEntG at any time. The Client reserves the right to withhold payments due in the event that the requested verification is not provided.
§ 12 Term of the Agreement/Rescission/Cancellation (1) The term of the concluded agreement shall commence on the day of the first provision of service by the Contractor. (2) Changes or cancellations of one-time services are free of charge up to three (3) working days prior to commencement of the service. In the event of a change or cancellation less than three (3) working days prior to commencement of the service the Client shall be charged the agreed price in full. This also applies to cancellations after commencement of the service and “de facto cancellations”. A “de facto cancellation” shall be deemed to have occurred if the Client’s conduct makes it impossible or unreasonable for the Contractor or the Contractor’s personnel to perform the booked order in accordance with the respective agreement. This includes in particular – but is not limited to – those cases in which the address cannot be found due to incorrect or inaccurate information on the part of the Client, the Client is not present and cannot be contacted at the time of commencement of the order, or access to the object of the booked service is not made possible, etc. (3) Cancellations of agreements concluded for a fixed term (e.g. 6, 12, 24 months) are possible at the end of the term of the agreement with a three months’ period of notice effective at the end of the respective term. If the agreement is not terminated in due time or form, then the term of the agreement is automatically extended by the originally agreed term (e.g. a further 6, 12, 24 months). The period of notice for the term extension shall also be three (3) months to the end of the term. (4) The basis for the concluded agreement shall be the information provided by the Client. This includes, but is not limited to, information on the type of company, area of the property concerned, frequency of the services provided, scope and type of service, number of employees, type and condition of equipment and furnishings, etc. The Client shall warrant the correctness and completeness of all data concerning the conditions relevant for performance of the service (type and scope). If actual conditions relevant to performance of the service (type and scope) deviate from the conditions described by the Client, then the Contractor reserves the right to increase the agreed remuneration by a maximum of 20% during the first six weeks of the term of the agreement. If the Client objects to the increase, then both parties shall have an immediate special right of cancellation. (5) Any cancellations shall be made in writing. (6) The possibility of cancellation without notice in accordance with statutory provisions shall remain unaffected by the cases regulated in Section 12 Paragraphs 1 through 6 of these General Terms and Conditions.
§ 13 Restraint of Competition Clause During the term of the agreement and for up to one year after its termination the contracting parties shall be prohibited from enticing away and/or employing the customers or employees of the respective other contracting party or commissioning them independently.
§ 14 Terms of Payment (1) Invoices shall be payable net without deductions immediately upon receipt. Discount deductions shall not be recognized unless otherwise they form the subject of separate agreement. (2) Payment may also be made via the methods of payment specified on the website or otherwise communicated to the Client. (3) If the Client is in arrears with payment of at least two consecutive invoices, then the Contractor shall be entitled to refuse to grant the Client the payment method “on account” or to demand advance payment of the remuneration for the services to be provided with immediate effect.
§ 15 Amendments to the General Terms and Conditions In the event of good cause (e.g. in the event of a change in the legal situation, supreme court rulings or market conditions, expansion or adaptation of services, etc.) the Contractor shall be entitled to amend individual clauses of these GTC with effect for the future insofar as these amendments are reasonable for the Client. Any changes shall only be made to the extent necessary. The Contractor shall notify the Client of the intended changes by e-mail, fax or letter at least eight weeks before the changes are planned to take effect and make the amended version of the GTC available to the Client. The changes shall be deemed to have been approved if the Client does not object in writing within six weeks of notification. The notification shall contain a reference to the possibility of and the deadline for objection as well as to the significance or consequences of the failure to object. The date of receipt of the objection by the Contractor shall be decisive for compliance with the deadline. In the event of objection within the time limit both parties shall be entitled to terminate the underlying agreement with effect as of the date on which the new General Terms and Conditions come into force.
§ 16 Final Provisions (1) The law of the Federal Republic of Germany shall apply exclusively. The provisions of the United Nations (Vienna) Convention on Contracts for the International Sale of Goods (CISG) are expressly excluded. (2) Any modifications, amendments and cancellations of these General Terms and Conditions shall be made in writing in order to be effective / valid; this shall apply equally to cancellation of this requirement for written form. Verbal collateral agreements have not been made. (3) Should individual provisions of the agreements concluded in accordance with these General Terms and Conditions be or become invalid or unenforceable, then the validity and enforceability of the remaining provisions shall remain unaffected. Ineffective provisions shall be replaced by provisions which, in terms of their content and purpose, come as close as possible to the economic aim of the provisions intended by the contracting parties. (4) The place of jurisdiction for any disputes arising out of the agreements concluded between the Contractor and the respective Client in accordance with these General Terms and Conditions shall be Berlin, Federal Republic of Germany.
Version: July 6, 2020