General Terms and Conditions for Customers
1. Subject of the service agreement
1.1 The IVA – Ihr virtueller Assistent GmbH, Esslingerstr. 23/2, 73650 Winterbach, hereinafter referred to as "IVA", provides assistance services as a contractor by telephone and Internet. These conditions form the service contract, which governs the use of the services of IVA by the client, hereinafter referred to as "customer".
1.2 All offers of the IVA are subject to change until the conclusion of the contract. Terms and conditions of the customer are not recognized, unless this is agreed in writing.
1.3 The contract is concluded in German and will be stored in compliance with the data protection regulations.
1.4 The contract is concluded with entrepreneurs and consumers. The customer is a consumer within the meaning of § 13 BGB, as far as the purpose of the ordered deliveries and services can not be attributed predominantly to his commercial or independent professional activity. On the other hand, according to § 14 BGB, the entrepreneur is any natural or legal person or partnership with legal capacity who, in concluding the contract, acts in the course of his commercial or independent professional activity.
2. Service Agreement ingredients
Service provision components are:
- the service description of the customer
- the offer of the IVA
- The statutory provisions, unless otherwise stipulated in the terms and conditions
3. Services provided by IVA
3.1 IVA provides the services selected by the customer in the individual contracts. The services of IVA include f.i.:
- the agreement of appointments
- the conduct of general customer meetings
- the execution of online purchases
- travel bookings
- Data processing and processing
- reminder calls
- Administration of web applications
- Execution, organization and coordination of events
- Other topics by arrangement (e.g. through an offer)
3.2 The services are provided by IVA exclusively via Internet and telephone with the exception of training courses (see clause 12 of the GTC).
3.3 IVA may use third parties (eg subcontractors, freelancers) to provide services.
3.4 In principle, the customer has no claim to a specific assistance being assigned to him. Nevertheless, at the beginning we will offer each client up to three assistants from which they can choose. Any deviating agreement must be made in writing.
4. Online platform, hourly packages, subscriptions and add-ons
4.1 The "FLOWYZE" team and task online platform is the binder, framework and lubricant between the services of IVA, the assistant and the client.
4.1.1 Binder, because it holds the individual parts together, such as the contractual framework, communication and billing.
4.1.2 Framework, because transparency is created for all sides on the framework conditions, such as the general working standards, the issue of bogus self-employment, data protection and confidentiality, liability and duties to cooperate.
4.1.3 Lubricant, because the online platform ensures task and budget transparency, among other things. The defined Kanban work processes ensure a smooth task flow.
4.2 The customer can choose between hourly packages without commitment (flexible rate) and an hourly package subscription on a monthly or annual basis for the assistant services on the IVA online platform.
4.3 For the cooperation with the assistant, the customer must activate the basic fee of the team and task online platform of IVA. The customer can choose the basic fee as a subscription on a monthly or annual basis.
4.3.1 The basic fee secures among other things
- the contractual framework conditions of all parties
- the communication channels between customer and assistant
- the transparent handling of tasks and billing of hourly packages
- the possibility of purchasing any hourly packages and subscriptions
- access to additional services that can be booked as add-ons
- Accounting-compliant invoicing
- the possibility of in-house moderation and arbitration
4.3.2 The team and task online platform "FLOWYZE", can also be used without assistant only between the invited team members, therefore the basic fee is due even if no assistant is assigned.
4.4 Currently there are three additional services (add-on) that the client can book:
- 1. Communication package: the service package "communication" can be booked additionally as a monthly subscription. It allows the customer to communicate and cooperate with the assistant outside the platform. The conclusion of this package secures the additional legal framework (see also item 12) and data protection regulations and releases further communication and working channels.
- 2. telephone system: The "telephone system" service package can be booked additionally as a monthly subscription. As soon as the service is activated, the assigned assistant is provided with a telephone system. Your assistant can use this system to carry out telephone tasks. The assistant books the time according to the description in section 8.1. The pure telephone answering service is possible by arrangement via the telephone system. For this purpose, the generated telephone number can also be stored by the customer in the customer's own devices. The content of the call is transmitted by e-mail to the deposited customer contact. A direct transfer of the telephone number to third parties by the customer is not permitted.
- 3. Time tracking: The service package "time tracking" can be booked additionally as a monthly subscription. A professional tracking tool allows the customer to get additional insights into the work of the assistant (statistics and screen images).
5. Defined benefit
5.1 Contractual services of IVA which are not listed under para. 2, are not included – especially the services listed below. They can be separately agreed in writing and then handled by a specialist. Activities that can be trained by the customer are not affected by this.
- the creation and editing of complex texts
- Creation of complex presentations
- the image and video editing
- Telephone acceptance and acquisition
- the homepage and landing page creation
- Internet Marketing (SEO, AdWords and Facebook Ads)
- Transcriptions to scientific standards
- Tax accounting
- Other special topics upon agreement (e.g. through an offer)
5.2 If IVA provides such services at the request of a customer, the provisions of this contract and the respective prices of IVA or the individually communicated prices in this context, unless otherwise agreed, shall apply to the customer. Order placement and / or termination outside business hours on a working day will be charged at 50% surcharge and at the weekend generally at 100% surcharge. If personal presence at the customer is required, the IVA reserves the right to charge a flat rate of 55 euros per hour net and 60 cent per kilometer. Same amounts apply to topics that can only be developed offline (not by phone, e-mail, etc.).
5.3 If the IVA carries out the telephone acquisition (here: cold calling) for a customer, then the action requires the customer to relate to the core process of the client company and a presumed consent of the potential called customer. It is the customer's responsibility to obtain these consents in advance. Any claims arising from not fulfilling this obligation are excluded.
6. Duties of the customer
6.1 The customer is aware that the services of IVA depend significantly on the complete and timely cooperation of the customer.
6.2 The customer shall ensure that the cooperation acts listed in the individual contract as well as all other necessary acts of performance are provided in good time (eg provision of the necessary information, notification of the desired implementation dates, transmission of the necessary contact data, provision of the required data and information about the desired Aims).
6.3 Obligations to cooperate are the essential obligations of the customer. Insofar as the customer does not fulfill his duties to cooperate on time or insufficiently, IVA is released from the obligation to provide the service, insofar as the performance of the service is impossible due to a breach of the obligations to co-operate or if partial services are not possible. Additional expenses and costs incurred by IVA due to non-compliance with the obligation to cooperate shall be borne by the customer.
6.4 The Customer affirms that he does not entrust the IVA with the provision of services that violate legal provisions or the rights of third parties and indemnifies IVA from any claims in this regard.
7. Allocation, Duration, change, subcontractor and expiry and termination of hourly packages
7.1 By confirming the GTC, the Customer agrees that the respective Customer assignment of an Assistant (initial and subsequent assignment) will only take place if the Customer seeks long-term and continuous relief through an Assistant and/or wants to supplement its team
7.1.1 The minimum duration of an active cooperation after each assignment is therefore three months. Active collaboration is the active and continuous delegation of tasks to the assistance via the FLOWYZE task board in every single month. If active collaboration does not take place in one of the three months, a one-time referral and start-up fee will be charged as follows:
- BASIC-Assistent: 198 € net
- PREMIUM-Assistant: 446 € net
- EXECUTIVE-Assistant: 998 € net
188.8.131.52 The background is, among other things, that the internal pre-selection process, the proposal and decision-making process, the onboarding of client and assistant, the assignment and specific training of the assistant causes so much time and costs for the IVA, that with a duration of less than 3 months without active and continuous collaboration, an economic operation of the collaboration is not feasible for the IVA.
7.2 When booking an hourly package (flexible tariff), the contract is automatically terminated by payment of the hours, without any need for notice. The customer has the opportunity to book additional hours at any time.
7.3 When subscribing to a monthly subscription, the subscription is extended by one month at a time unless it is terminated with one month's notice to the end of the month. At the conclusion of an annual subscription, the notice period is 3 months to the end of the term, otherwise the subscription is extended by one more year.
7.3.1 In the event of a return debit note due to insufficient funds or incorrect account details, the Customer shall be charged the actual costs for the return debit note in the form of damages.
7.3.2 In the event of any other return debit note on active subscriptions by the Customer, the Customer shall be charged the actual costs for the return debit note in the sense of compensation for damages.
7.4 The customer has the opportunity to propose changes, in particular additions to the agreed services. Upon a proposed change by the customer, IVA will promptly indicate if the change is possible and what impact it has on benefits, costs and performance.
7.5 The IVA is entitled to use subcontractors as virtual personal assistants to provide the services. The subcontractor may change at any time after notification, even within an ordered hourly package. The customer is not entitled to the allocation or retention of a specific virtual personal assistant. IVA reserves the right to assign suitable assistants to the customer. The provisions on subcontractors in the order processing agreement take precedence in the case of processing personal data.
7.6 The right to ordinary termination during the term of an hourly package is excluded. Both parties are entitled to terminate the hour package and the subscription prematurely for good cause. In the case of termination without notice for good cause, the party is obliged to pay damages in accordance with the statutory provisions, which gave rise to the termination without notice.
7.7 The IVA is in particular entitled to terminate the contract if the execution of the order requires a disproportionate effort. The decision on proportionality lies with the IVA. In such case, the customer will receive a refund of his contributions.
7.8 Lessons booked in hour packages expire if they are not claimed within one year of booking. Purchased hours can not be transferred to other persons.
7.9 If no tasks are delegated to the IVA via the FLOWYZE task board for a period of 3 months, the allocation to the assistant will be terminated. In case of a subsequent allocation, 7.1. ff. applies.
8. Time accounting, remuneration and payment modalities
8.1 The services rendered are invoiced every fifteen minutes per task and day.
8.2 Each fifteen-minute interval that has begun will be credited pro rata to the full hourly rate.
8.3 The remuneration depends on the current price list and the discounts shown on the website. Special agreements must be recorded via e-mail or in writing.
8.4 Payments are due in advance, in the case of the conclusion of a subscription for the entire contract period in advance.
8.4.1 Upon conclusion of an annual subscription, 1/12 of the total purchased hours will be credited to the customer's account each month. The customer has the option to add further flexible hours at any time if the monthly credited hours (1/12 share each) are not sufficient.
8.5 If calls to mobile networks or landlines outside Germany are required as part of the commission, IVA will additionally charge the customer for the costs incurred. A different regulation requires the text form.
8.6 Required postage costs are to be borne by the customer, if a dispatch outside of Germany, Austria and Switzerland is desired. A different regulation requires the text form.
8.7 Reminder fees are shown on the invoice due to the internal additional expenditure of one-off 5 Euro. In principle, only one reminder will be sent. If the invoice is not settled after receipt of the reminder in the specified period, the process is automatically forwarded to the receivables management partner of the IVA. Here may be additional fees. The payment is due immediately upon conclusion of the contract, unless otherwise stated on the invoice. If the due date of the payment is determined according to the calendar, the customer is already in default by default of the appointment. In this case, the IVA has to pay default interest of 5 percentage points above the base rate for the year. If the customer is an entrepreneur, the default interest amounts to 9 percentage points above the base rate.
8.8 All amounts are to be understood plus the value added tax applicable at the time of origin.
8.9 The right to withhold payments or set off against counterclaims is granted to the customer only insofar as counterclaims are undisputed or legally binding.
8.10 The obligation of the customer to pay default interest does not exclude the assertion of further damages by the IVA.
9. Copyright and other rights of protection and use
9.1 Insofar as the Contractor has acquired copyrights or other industrial property rights and rights of use within the scope of his performance of the contract, the Customer shall acquire the exclusive, transferable rights to use and exploit the goods which are unlimited in time and content. The respective right is hereby transferred to the customer.
9.2 Upon payment of the remuneration, all claims of the Contractor with regard to the transferred rights shall be settled in full. Mandatory provisions of the copyright remuneration law shall remain unaffected.
9.3 The client is not obliged to exercise the rights granted. The exercise of an existing right of recall due to non-exercise of the transferred right (§ 41 UrhG) shall be excluded for a period of five years.
10.1 Claims of the customer for damages are excluded. This does not apply to claims for damages of the customer resulting from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by IVA, its legal representatives or vicarious agents , Significant contractual obligations are those whose fulfillment is necessary to achieve the objective of the contract.
10.2 In the case of a breach of essential contractual obligations, the IVA is only liable for the contractually typical, foreseeable damage, if this was simply caused by negligence, unless it concerns claims for damages of the customer resulting from injury to life, limb or health.
10.3 IVA shall not be liable to customers who are entrepreneurs for property, direct or consequential damages such as lost profits, omitted savings, loss of production, loss of use.
10.4 The restrictions of 10.1 to 10.3 also apply in favor of the legal representatives and vicarious agents of IVA, if claims are asserted directly against them.
10.5 The limitations of liability arising from 10.1 to 10.3 do not apply insofar as IVA has fraudulently concealed the defect or assumed a guarantee for the condition of the goods. The same applies, as far as IVA and the customer have made an agreement on the nature of the thing. The provisions of the Product Liability Act remain unaffected.
11.1 "Confidential Information" means all information and documents relating to business transactions of the other party concerned that have become known to the other party.
11.2 Both parties undertake to maintain confidentiality regarding the other party's confidential information and to use it only for the purpose of implementing this contract and for the purpose it pursues.
11.3 Both parties undertake to protect the confidentiality of all employees and / or third parties having access to the aforementioned business transactions.
11.4 The obligation to secrecy according to para. 2 does not apply to information
- a) already known to the other party when the contract was concluded;
- b) already published by the Contractor at the time of transmission, without this resulting in a breach of confidentiality by the other party,
- c) which the other party has expressly released in writing for disclosure,
- d) which the other party has lawfully and without confidentiality has received from other sources, provided that the disclosure and exploitation of such confidential information does not infringe contractual or regulatory or regulatory requirements;
- e) which the other party itself has developed without access to the client's confidential information,
- f) which must be disclosed on the basis of statutory information, disclosure and / or publication requirements or official orders. To the extent permitted, the party obliged to do so will inform the other party as soon as possible and assist them as best they can to prevent disclosure.
12. Non-solicitation, contractual penalty and assistant's declarations
12.1 After registration on our platform, the customer receives contact to the subcontractor, his personal assistance. The customer undertakes to refrain from commissioning the personal virtual assistant for a fee during the current contract and for a period of 24 months from the end of the contract (respective hourly package). This applies equally to independent and non-independent activities of the assistant.
12.2 "Head hunting" is any direct or indirect (eg by third parties such as in particular headhunters, recruiter, current or former employees of IVA) enticing the employee (freelancer / employee) to change to the customer, so to end his activities at IVA and start an activity (as an employee, freelancer or consultant) for the customer.
12.3 The customer will not hire any employee (freelancer / employee) from IVA during the contract period. In the case of a change of an employee from IVA to the customer within or immediately after the end of the contract period, it is refutably assumed that there is a customer purchase during the contract period.
12.4 The conclusion of a direct contractual relationship between the Customer and the Personal Virtual Assistant shall be subject to the Contractor's written consent. Approval shall be granted on the basis of an agency commission to be agreed separately, which shall as a rule not be less than EUR 5,000. The commission is due immediately with the granting of the approval. There is no entitlement to approval.
12.5 If the personal virtual assistance is ordered directly by the customer, the customer undertakes to pay an appropriate contractual penalty. The amount of the contractual penalty shall be determined by the Contractor at its reasonable discretion and may be reviewed by a court in the event of a dispute.
12.6 The Customer undertakes to obtain legally binding declarations from a subcontractor which are to have effect vis-à-vis the Customer or a third party, also vis-à-vis the subcontractor and the Contractor, only after prior consultation with the Contractor. This applies in particular to declarations of data protection, declarations of confidentiality, promises of contractual penalties, powers of attorney, target agreements, etc.
12.7 In any case of culpable infringement by the customer, the assertion of any claims, in particular to omission and damages, will be reserved.
13. Special conditions for training
13.1 The IVA is also entitled to cancel a course booked by the customer at short notice if this is necessary due to illness or force majeure. In this case, the customer is offered a replacement date, which does not incur any additional costs. Further claims for damages do not exist. Para. 9 of these terms and conditions remains unaffected.
13.2 The customer is responsible for the arrival and departure, as well as any accommodation and meals during a training course.
13.3 If training materials are made available to the customer, they are subject to copyright. The customer is not permitted to transfer or publish the documents to third parties without the express consent of the IVA.
14.1 IVA usually sends out a 2-minute newsletter once a month. Two minutes, because it is the aim of the IVA to provide the customer with a very entertaining reading. The following contents can be found in the newsletter:
- 1. General, e.g. with news from the IVA.
- 2. Offer of the month, e.g. particularly favorable entry prices.
- 3. Examples of tasks, e.g. what was done for customers in the current month, as a suggestion for the customer and the use of the assistant.
- 4. World theme, e.g. how the world can look like with assistants.
14.2 With the electronic consent, the customer agrees to receive this newsletter. The consent can be revoked informally at any time in accordance with Art. 7 para. 3 GDPR (e.g. by e-mail to email@example.com)
14.3 The customer agrees to be notified by IVA of the submission of an evaluation by e-mail and/or invoices.
14.4 The customer agrees that IVA may contact him/her by email at irregular intervals to advise of promotions, surveys and other promotional activities.
14.5 The customer's consent to contact may be revoked at any time by informing IVA informally.
15.1 The customer agrees to the storage of personal data in the context of the business relationship with IVA, in compliance with the data protection laws, in particular the BDSG and the GDPR. A transfer of data to third parties does not take place, as far as this is not necessary for the execution of the contract.
15.2 Insofar as the customer transmits personal data from third parties to IVA, the customer assures that he has obtained the consent of those affected by the data processing and indemnifies IVA against any claims of third parties that they may make against him.
15.3 In particular, the rights of the customer or the person concerned arise in particular from the following standards of the GDPR:
- Article 7 (3) - Right to revoke a data protection consent
- Article 15 - Right to information of the data subject, right to confirm and provide a copy of the personal data
- Article 16 - Right to rectification
- Article 17 - Right to cancellation ("Right to be forgotten")
- Article 18 - Right to restriction of processing
- Article 20 - Right to data portability
- Article 21 - Right of opposition
- Article 22 - Right not to be subject to a decision based solely on automated processing, including profiling
- Article 77 - Right to complain to a supervisory authority
15.4 For the exercise of the rights, the customer or the person concerned is requested to informally inform IVA (eg by e-mail) or to lodge a complaint with the responsible supervisory authority.
16. Dispute resolution for consumers
16.1 The EU platform for out-of-court online dispute resolution can be reached at the following Internet address:
16.2 IVA is neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.
17. Final provisions
17.1 The business relations between the IVA and the customers are subject to the law of the Federal Republic of Germany to the exclusion of the UN sales law.
17.2 Jurisdiction is Stuttgart, as far as the customer is a merchant within the meaning of the HGB or a legal entity under public law or public special assets. The same applies if the customer does not have a general place of jurisdiction in Germany or if his domicile or habitual residence is unknown at the time the complaint is filed.
17.3 Should any provision of these Terms and Conditions be or become ineffective, the validity of the General Terms and Conditions shall not be affected. In place of the ineffective provision, a provision shall come into force that comes as close as possible to the will of the parties in the context of what is legally possible. The same applies in the case of a regulatory gap.
17.4 In case of deviations the german version of the terms and conditions prevails.