§ 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.
- Paychex will provide the contractually agreed services by the agreed settlement date and transmit to the Client in the contractually agreed form.
- Paychex is entitled to provide interim pay slips if there is a significant A significant reason exists, for example, if short-term changes in the law must be taken into account or staff shortages arise at Paychex, e.g. due to illness. Paychex undertakes to notify the Client immediately in text form if it will provide interim pay slips along with an explanation of the significant reason. In such case, Paychex undertakes to provide the complete pay slips within a period of ten days from when the interim pay slips were provided.
§ 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.
- The Client will transmit to Paychex the information, data and documents necessary for executing the contract in the contractually agreed form, first at the conclusion of the contract and thereafter at least 2 working days prior to the agreed upon monthly settlement date, along with the instruction to process the data for the Where necessary, Paychex will provide the Client with forms for the collection of data. The Client is obliged to use the forms provided by Paychex.
- If the Client fails to provide the required cooperation (paras. 1 and 2) and thereby defaults on acceptance, Section 615 sent 1 of the German Civil Code (BGB) shall apply with the proviso that the monthly remuneration last invoiced to the Client shall be Section 615 sent 2 of the German Civil Code (BGB) shall not apply.
- The Client is responsible for compliance with the statutory retention periods.
§ 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.
- Paychex reserves the right to adjust the prices with 2 months’ notice at its reasonable discretion (§ 315 BGB), if and to the extent that the cost parameters relevant for the pricing (e.g., costs for the purchase of computing services) have Paychex shall pass on such cost changes to the Client on a pro rata basis, however, by no more than up to 5% within 12 months in respect of the last applicable prices.
- Paychex invoices for its services on a monthly basis. Paychex invoices are to be paid immediately upon receipt without any discounts.
- Due to persistent fixed costs, the base price for the generation of a payroll will be invoiced to the Client even if a Client’s employee or employees do not receive any remuneration in the respective month (e.g., due to parental leave or incapacity to work without continued payment of wages).
§ 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.
- The warranty period is one year from the date of delivery or the performed service.
§ 7 Liability
Paychex is liable - irrespective of the legal grounds - to the following conditions:
- A system of unlimited liability exists (i) in the case of the willful or grossly negligent cause of damage; (ii) in the case of injury to life, body or health; (Iii) in accordance with the provisions of the Product Liability Act, and (iv) to the extent of an assumed guarantee.
- In the case of a negligent breach of a duty that is essential for the proper execution of the Contract and on the fulfillment of which the Client regularly relies and may rely (cardinal obligation), the liability is limited to the amount of damage that may be anticipated and that is typical for the provision of payroll services.
- Beyond the liability described in § 7 paras. 1 and 2 Paychex shall not be liable. The above provisions shall apply mutatis mutandis in case of a breach of duty by a vicarious agent (Erfüllungsgehilfe).
- The Client is obliged to immediately report any damage to Paychex in writing or to have it recorded by Paychex, so that Paychex is informed as the earliest stage in order to minimize any damage, if possible.
§ 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.
- This contract is subject exclusively to German law without the possibility of recourse to the UN Sales Convention.