Terms and Conditions
General Terms and Conditions for the Services conducted by Paychex Deutschland GmbH
Terms and Conditions
§ 1 Scope of Application
These general terms and conditions apply to the Service Contract for ongoing payroll accounting (the “Contract”) as well as for all other contracts concluded between the Client and Paychex Deutschland GmbH ("Paychex") regarding deliveries and other services from Paychex. They apply in their respective current version for the entire duration of the existing business relationship with the Client. Paychex will immediately inform the Client in the event of a new version of the general terms and conditions. The General Terms and conditions of the Client are not part of the contract.
§ 2 Conclusion of Contract
Paychex offers are non-binding unless it is otherwise expressly provided for in an offer. The Contract must be signed by both parties to be effective, including in electronic form. (text form pursuant to sec. 126b of the German Civil Code (BGB)). This shall also apply to subsequent changes and amendments to the Contact.
§ 3 Subject Matter of the Contract, Services from Paychex
Unless agreed upon otherwise, the subject of matter of the contract is the provision of payroll accounting services as specified in the Contract in accordance with the provisions of § 6 Clause 4 of the Tax Consultancy Act. Legal and tax services are not covered by the contract.
§ 4 Participation of the Client; Default of Acceptance
The Client is responsible for providing Paychex with all the contract information, data, and documents that are necessary for executing the contract. Paychex will explain to the Client whenever requested the information, data and documents that are re-quired, however, without bearing responsibility for determining in the particular case whether the Client has fulfilled all payroll-related settlement, service, information and reporting obligations as per the terms agreed upon with Paychex.
§ 5 Prices, Invoices, Payment Date, Remuneration in Case of Zero-Payroll
Unless agreed upon otherwise, all services of Paychex will be charged at the applicable rate according to the current price list, plus VAT.
§ 6 Warranty
The Client must inform Paychex of any deficiencies immediately after their discovery in written or electronic form, otherwise the warranty is excluded. Insofar as Paychex fails to eliminate the indicated deficiencies in the framework of the subsequent performance within two weeks of receipt of the notice of the deficiencies, Paychex is entitled to another opportunity to rectify the deficiencies within a deadline to be set by the Client, which shall not be less than two weeks. If the measures to remedy the deficiencies within this grace period are not successful, the rectification will be considered to have failed.
§ 7 Liability
Paychex is liable - irrespective of the legal grounds - to the following conditions:
§ 8 Force Majeure
Unforeseen, unavoidable and exceptional external events (force majeure), which make the fulfilling of Paychex services more difficult or temporarily impossible, entitle Paychex to postpone the fulfillment of its obligations for the duration of the hindrance and a reasonable recovery period not exceeding three months. Force majeure includes in particular labor disputes, strikes, lock-outs, unpredictable disturbances, unavoidable raw material shortages, and all other events for which Paychex is similarly not responsible.
§ 9 Confidentiality
All information which is marked as confidential or to be viewed as confidential given the circumstances (Confidential Information) will be treated as confidential by both parties and not disclosed to third parties. This does not apply if the Confidential Information (i) was demonstrably already known to the recipient at the time of the conclusion of the contract, or is subsequently made known by a third party without a confidentiality agreement, legal regulations or administrative orders being violated as a consequence; (ii) is publicly announced at the conclusion of the con- tract, or is subsequently made public, to the extent that such a disclosure does not relate to a breach of the contract; or (iii) is required to be disclosed by law, order of a court, or an administrative authority. This obligation remains in force for five years after the termination of this contract.
§ 10 Digital HR Office (storage volume)
The Archive of the Digital HR-Office is limited to a storage volume of 15 GB per Client. In case the storage volume of 15 GB is not sufficient; the Client shall be eligible to request additional storage space against payment of an additional fee to be determined by Paychex at its reasonable discretion.
§ 11 Limitation, Applicable Law
Claims against Paychex expire one year after the origin of the claim and knowledge of the circumstances that gave rise to it insofar as liability is not based on intent, gross negligence, or injury of life, body, or health.