Legal
General Terms and Conditions
German version (legally binding) →
§ 1 Scope
- These General Terms and Conditions (GTC) apply to all contracts, offers and services of AdminDock HR, owner Britta Schauer, Lindenallee 19, 22964 Steinburg, Germany (“AdminDock HR”), towards its clients.
- These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (“Client”). Clients may also be companies based outside Germany, in particular parent companies of German subsidiaries.
- Deviating or supplementary terms of the Client only become part of the contract if AdminDock HR expressly agrees to them in text form.
§ 2 Subject matter
- AdminDock HR provides operational HR services as an external HR department, in particular for German subsidiaries of international companies and for start-ups. These include:
- (a) the one-time HR setup, in particular registrations with authorities, social security institutions and the statutory accident insurance association, contract templates, personnel files and the setup of interfaces and reporting;
(b) ongoing services in the form of monthly packages, in particular HR administration, recruiting, HR reporting and communication with authorities and social security institutions;
(c) additional modules, in particular payroll, assignments and global mobility including shadow payroll, people analytics and works council management;
(d) projects, in particular the German HR Compliance Check, pay transparency, digitisation of payroll records and personnel files, working time recording, adaptation of group policies, process optimisation and software implementation. - The specific scope of services is set out in the offer, the service description, the Service Level Agreement (SLA) and the service contract. In the event of contradictions, the service contract and the SLA take precedence over these GTC.
§ 3 Nature of services, no legal or tax advice
- AdminDock HR provides its services as a service contract within the meaning of Sections 611 et seq. BGB and owes proper performance but no specific result, unless expressly agreed otherwise.
- AdminDock HR does not provide legal services within the meaning of the German Legal Services Act (RDG) or tax advice. AdminDock HR prepares HR documents based on the Client’s information and instructions. Legal review and approval lie with the Client or its legal counsel; documents only become legally binding once signed by the Client.
- AdminDock HR performs ongoing payroll and the preparation of wage tax returns within the scope of the authorisation under Section 6 No. 4 of the German Tax Advisory Act (StBerG). Tax advice and tax structuring remain reserved to the Client’s tax advisor.
- AdminDock HR determines the manner in which services are performed, unless agreed otherwise.
§ 4 Employer status, no employee leasing
- The Client remains the employer of its employees in all cases. All employer rights and obligations remain with the Client. AdminDock HR is not an Employer of Record.
- No employee leasing takes place. Persons deployed by AdminDock HR remain exclusively subject to AdminDock HR’s instructions and are not integrated into the Client’s work organisation.
§ 5 Power of attorney towards authorities and third parties
- Where AdminDock HR acts for the Client towards authorities, social security institutions, the statutory accident insurance association or other bodies, the Client grants a separate power of attorney in text form. Its scope and duration are set out in the power of attorney.
§ 6 Client’s obligations to cooperate
- The Client provides AdminDock HR with all information, documents, data, system access and licences required for the services in a timely, complete and correct manner. The Client names fixed contact persons and makes necessary decisions promptly.
- The cut-off dates agreed in the SLA apply to monthly payroll preparation and payroll. Data submitted later can only be taken into account in the following month.
- Delays or additional work caused by missing, late or incorrect cooperation extend agreed deadlines accordingly. Additional work is invoiced separately at the agreed hourly rates.
- In the event of repeated or material breach of the obligations to cooperate, AdminDock HR is entitled to terminate for cause after a prior warning in text form.
§ 7 Fees and payment terms
- Fees are based on the offer or the applicable price list. They consist of:
(a) a one-time setup fee;
(b) a monthly fee for packages and modules per employee;
(c) fees based on actual effort on an hourly basis for projects and separately commissioned services. - The monthly fee is based on the number of employees employed by the Client in Germany on the last calendar day of the respective month. A minimum of 15 employees is charged.
- For projects, AdminDock HR provides an effort estimate on request. The estimate is non-binding. If it becomes apparent that the estimate will be exceeded, AdminDock HR informs the Client at an early stage.
- All prices are subject to statutory VAT where applicable. For services to businesses based outside Germany, the reverse charge mechanism may apply.
- On request, invoices are issued to the German entity or to the parent company, in German or English. They are payable without deduction within 14 days of receipt.
- Travel costs for agreed on-site assignments are invoiced separately at cost.
- For contract terms exceeding 12 months, AdminDock HR may adjust prices once a year in line with the German consumer price index. Price adjustments are announced in text form at least six weeks before they take effect.
§ 8 Service delivery, availability and response times
- AdminDock HR generally provides its services remotely. On-site assignments only take place by separate agreement.
- Requests are received via the ticket system, video call or phone and assigned a priority level. Unless otherwise agreed in the SLA, the following times apply on business days:
P1 Critical (e.g. serious payroll relevance): response within 4 hours, resolution or measure within 1 business day;
P2 High (e.g. urgent recruiting matters): response within 1 business day, completion within 2 business days;
P3 Normal (administrative matters): response within 2 business days, completion within 5 business days;
P4 Low (master and transactional data entry): response within 3 business days, completion by arrangement. - AdminDock HR assigns the priority level based on the matter at hand. Time limits start once all information required for processing has been received.
§ 9 Liability
- AdminDock HR is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee given.
- In the event of slightly negligent breach of material contractual obligations, i.e. obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose compliance the Client may regularly rely, liability is limited to the typical, foreseeable damage, and in any case to the coverage amount of AdminDock HR’s financial loss liability insurance of EUR [COVERAGE AMOUNT] per claim.
- Liability for slight negligence is otherwise excluded. This also applies to lost profit and indirect damage insofar as caused by slight negligence.
- AdminDock HR maintains financial loss liability insurance.
- The above limitations also apply in favour of AdminDock HR’s employees and vicarious agents.
§ 10 Data protection and confidentiality
- AdminDock HR processes personal data on behalf of the Client in accordance with the GDPR and the German Federal Data Protection Act. The parties conclude a data processing agreement (DPA) under Art. 28 GDPR.
- The Client is the controller within the meaning of the GDPR. This applies in particular to transfers of personal data to group companies, for example for reporting to headquarters outside the European Union; the Client ensures that the requirements of Art. 44 et seq. GDPR are met.
- Both parties treat the other party’s confidential information as strictly confidential, also after the end of the contract. Disclosure to tax advisors, legal counsel, auditors, payroll providers or authorities is permitted where required to perform the contract.
§ 11 Use of third parties
- AdminDock HR may engage qualified subcontractors. Where they process personal data, they are sub-processors in accordance with the DPA.
§ 12 Term and termination
- Contracts for monthly packages and modules have a minimum term of six months from the start of services. Thereafter they continue for an indefinite period and may be terminated by either party with one month’s notice to the end of a month.
- After the minimum term, switching to another package and adding or ending individual modules is also possible with one month’s notice to the end of a month, unless agreed otherwise in the contract.
- Projects end on completion, unless agreed otherwise.
- The right to terminate for cause remains unaffected. Notices of termination must be given in text form.
§ 13 End of contract and handover
- At the end of the contract, AdminDock HR hands over to the Client or a body it designates the documents, data and documentation required for continuation in a common format.
- Access to the Client’s systems is returned. Personal data is deleted or returned in accordance with the DPA, unless statutory retention obligations apply.
- Handover services beyond those contractually agreed are invoiced based on effort.
§ 14 Rights of use in work results
- The Client receives a simple right of use in AdminDock HR’s work results, unlimited in time and place, for use within its own company and affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG). Disclosure to other third parties requires AdminDock HR’s consent in text form.
§ 15 Force majeure
- Events of force majeure that prevent a party from performing release that party from its obligations for the duration and to the extent of the disruption. These include in particular natural disasters, war, pandemics, official orders and failures of telecommunications or IT services for which the affected party is not responsible.
§ 16 Final provisions
- Amendments and additions to the contract require text form.
- The law of the Federal Republic of Germany applies.
- The exclusive place of jurisdiction for all disputes is the registered office of AdminDock HR if the Client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany.
- These GTC are available in German and English. In the event of discrepancies, the German version prevails.
- Should any provision of these GTC be or become invalid, the validity of the remaining provisions remains unaffected.
This English version is provided for convenience. The German version is legally binding.