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Terms and Conditions
As of 01.04.2025
Only the German version of the Terms and Conditions shall be legally binding. The English language version is a mere convenience translation.
1.1
Integral Services GmbH, registered in the Commercial Register of the Charlottenburg District Court under registration number HRB 268605 B, with its headquarters at Linienstraße 214, 10119 Berlin (“Integral”), offers the digital platform Integral (“Platform”). This digital solution assists companies of all sizes (“Customer”) in managing their necessary accounting, payroll, and tax tasks in collaboration with one or more tax consulting firms (“Partner Tax Advisors”).
1.2
Integral does not provide tax or legal advisory services itself. These services are delivered to customers via the platform by qualified and appropriately licensed professionals, such as tax advisors or lawyers.
1.3
Integral's offer is exclusively aimed at commercial customers or entrepreneurs as defined by § 14 BGB. Consumers as defined by § 13 BGB are excluded from use. By using the services, the customer confirms that they are acting as an entrepreneur.
1.4
The customer's general terms and conditions do not apply. Deviating or supplementary conditions only become part of the contract if Integral has expressly agreed in writing, even if payments or services from the customer are accepted unconditionally.
1.5
Integral is entitled to engage third parties to fulfill its contractual obligations.
2.1
Integral offers various services (“Services”) to customers via the platform:
2.1.1
The platform enables collaboration with selected partner tax advisors, data exchange, task and deadline management, and central storage of corporate documents. In accordance with § 6 Section 4 StBerG, Integral also performs mechanical operations in bookkeeping and record-keeping important for taxation purposes.
2.1.2
Integral provides services in accordance with § 6 Section 4 StBerG without performing tax or legal advisory activities. Personnel administration is entirely the responsibility of the customer. Integral processes the data provided by the customer exclusively within the framework of the contract. There is no employee leasing, and Integral personnel must not be integrated into the customer's organization or receive instructions.
2.2
Partner tax advisors can use the platform to manage internal processes, exchange data with clients, and conduct money laundering checks. The terms for partner tax advisors are regulated separately.
2.3
Customers can integrate third-party software (“Third-Party Tools”) on the platform. Third-Party Tools are provided based on a direct contractual relationship between the third-party provider and the customer and are used by the customer. Integral assumes no liability for their content, availability, or functionality. Third-party providers are not agents or subcontractors of Integral.
2.4
Customers can use the services of partner tax advisors via the platform. The services of the partner tax advisors are used based on a direct contractual relationship between the partner tax advisor and the customer. Integral assumes no liability for this. Partner tax advisors are not agents or subcontractors of Integral. Integral acts as a messenger (declaration messenger or receiving messenger) in relation to communication (especially declarations of intent) between customers and partner tax advisors.
3.1
The presentation of the platform and our services on our website does not constitute a binding offer but an invitation to submit an offer (invitatio ad offerendum). Integral may reject registrations or contract offers without giving reasons.
3.2
The customer books a non-binding initial consultation via the website to clarify the necessary requirements. This consultation must be booked by an authorized representative.
3.3
With the customer's consent, Integral may forward the collected data and documents to the partner tax consultancy to prepare an offer for the partner tax advisor's services.
3.4
Within two working days, the customer receives an indicative offer for Integral's services along with a separate indicative offer for the partner tax advisors' services.
3.5
The partner tax advisor is legally obliged to subject customers to a money laundering check. This check is carried out by the partner tax advisor via the platform.
3.6
The customer's registration on the platform is only possible after the customer has declared their agreement with the indicative offer to Integral and sends Integral a contract offer based on this. For registration on the platform, the customer creates a username and password or logs in with an SSO service. The customer is obliged to keep these access data secret at all times and to protect them from misuse by third parties. Loss of access data must be reported to Integral immediately.
3.7
The contract between Integral and the customer is concluded (i) by Integral sending the customer a contract confirmation email with a summary of all key points and (ii) if (after a successful money laundering check by the partner tax advisor) the contract between the partner tax advisor and the customer is simultaneously concluded. If the partner tax advisor's offer is rejected by the customer or if the partner tax advisor does not make an offer to the customer, no contract between Integral and the customer is concluded.
4.1
The contract is concluded for an indefinite period and begins with the conclusion of the contract according to paragraph 3.
4.2
The contract has a minimum term of 12 months and can be terminated with a notice period of 3 months to the end of the month (but not before the end of the minimum term).
4.3
Terminations can be made in writing or by email to info@integral.de. The customer is entitled to the agreed services until the end of the contract. Both parties must properly handle the contractual relationship.
4.4
Each party has the right to terminate the contract for good cause without notice. An important reason is in particular:
4.4.1
a customer's breach of the provisions of these terms and conditions or other applicable law;
4.4.2
a customer's tortious act or attempt to commit one, e.g., fraud;
4.4.3
the customer's delay in fulfilling payment obligations to Integral by more than four weeks;
4.4.4
ongoing operational disruptions due to force majeure beyond Integral's control; or
4.4.5
if the contract between the partner tax advisor and the customer (regardless of the legal reason) ends.
4.5
The customer receives monthly invoices from Integral via the platform, which are due within 15 days and must be paid by SEPA transfer or collected by direct debit. Invoicing is done electronically (e.g., by email).
4.6 The customer can only offset undisputed or legally established claims.
5.1
The platform is 98% available on a monthly average.
5.2
Unavailability occurs when the platform is unavailable due to circumstances within Integral's responsibility. Force majeure or the failure of communication means (especially the internet) is not included.
5.3
If you have any questions, the customer can contact info@integral.de at any time.
6.1
Integral grants the customer a time-limited, revocable, non-exclusive and non-transferable right to use the platform. This expires at the end of the contract.
6.2
The platform may only be used for own business purposes to the agreed extent.
6.3
The customer may not rent, lease, resell, or change the platform. The source code may not be modified or decompiled, except in cases permitted by law.
6.4
The customer grants Integral the right to use, reproduce, and edit the content and data provided during the contract period and to forward it to partner tax advisors and third-party providers. The customer remains the owner of the rights to their content.
6.5
The customer may only store or transmit content for which they have the necessary rights and that do not infringe third-party rights.
6.6
The customer is prohibited from using scraping techniques or automated services to manipulate user activities.
6.7
Integral is not obliged to physically deliver or provide the services. The customer is aware that access to and use of the services is exclusively via the internet.
6.8
The customer provides Integral with all necessary information and data for contract execution via the platform in a timely manner.
7.1
Integral is liable - except in cases of injury to life, body, and health and in cases of intent and gross negligence (then full liability exists) - only under the following conditions:
7.1.1 Integral is fully liable according to the provisions of the Product Liability Act, due to guarantees granted by the customer, for fraudulent misrepresentation by Integral, and in the case of other mandatory legal regulations;
7.1.2 Liability for the restriction of usability and availability as a result of lawful internal industrial action is excluded;
7.1.3 The application of § 536a para. 1 BGB (obligation to compensate) is excluded, insofar as the norm provides for liability regardless of fault;
7.1.4 For damages based on a slightly negligent breach of a material obligation, Integral's liability is limited to the damage that is foreseeable and typical for the type of business concerned. Material obligations are those whose breach endangers the achievement of the contract's purpose or whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies;
7.1.5 Liability for indirect damages, especially lost profits and financial losses, is excluded;
7.1.6 To the extent that Integral's liability is excluded or limited, this also applies to the personal liability of employees, representatives, and vicarious agents of Integral as well as for tort claims;
7.1.7 Further liability of Integral is excluded.
7.2
In other cases, Integral is only liable for breaches of essential contractual obligations and only for foreseeable damages.
7.3
Integral's liability for damage arising from injury to life, limb, or health and under the Product Liability Act remains unaffected by the above limitations and exclusions of liability.
7.4
To the extent that liability is excluded under these provisions, this also applies to the liability of Integral's organs and vicarious agents, in particular employees.
7.5
The limitation period for compensation claims made by the customer against Integral is one year.
8.1
Integral processes personal data in accordance with GDPR and other applicable data protection regulations. A separate privacy policy is provided. The customer agrees to all processing processes related to personal data and other statements outlined in the privacy policy.
8.3
The parties commit to:
- Treat all information transmitted via the platform from the customer (“Confidential Information”) strictly confidentially;
- Disclose confidential information only to such representatives whose knowledge is absolutely necessary (including partner tax advisors and third-party providers) and who are bound by the content of this confidentiality agreement;
- Secure confidential information against unauthorized access by third parties through appropriate confidentiality measures;
- Return or destroy all confidential information (including any copies) at their own expense within ten days of receipt of the request or termination of the contract, unless there are legal retention obligations to the contrary.
8.4
The customer provides Integral with personal data strictly on a "need to know" basis and no such data that is not required for the services.
9.1
Integral is entitled to amend the contract with effect for the future by obtaining a right to terminate if the customer rejects the contract amendment proposed by Integral as follows. Integral will inform the customer of the changes to the contract in good time, but at least 60 days before they take effect. Customers can object to the changes to the contract within a reasonable period set by Integral, but at least 30 days. If the customer does not object to the changes to the contract, they are deemed accepted. Integral will inform the customer of the right to object and the significance of the objection period with the notification of a change to the contract. If the customer objects to the changes, Integral is entitled to terminate the contractual relationship at the time the changes take effect.
9.2
Changes will be communicated by email or via the platform. If the customer does not object within four weeks, the changes are considered accepted.
9.3
Integral reserves the right to transfer the contract to any affiliated company in the same group after prior written notification to the customer (see § 271 HGB). If the customer does not object within four weeks of written notification, the transfer becomes effective upon expiry of this four-week period.
10.1
The law of the Federal Republic of Germany applies. The place of jurisdiction for all legal disputes is Berlin, provided that the customer is a merchant or a legal entity under public law or has no general place of jurisdiction in Germany.
10.2
The obligations under this contract may not be assigned by the customer in whole or in part.
10.3
Should individual provisions of these terms and conditions be or become ineffective and/or contradict the legal regulations, this shall not affect the validity of the remaining terms and conditions. The ineffective provision will be replaced by the contracting parties by agreement with such a provision which comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision applies mutatis mutandis in the event of regulatory gaps.
Appendix A:
Pocessing agreement in accordance with Article 28 (3) of the General Data Protection Regulation (GDPR)
between the
customers
(“client” or “responsible person”)
and
Integral
(“Contractor” or “Processor”).
Preamble
The following agreement specifies the data protection rights and obligations of the contracting parties arising from the underlying business relationship. It applies to activities resulting from the use of the platform and in which the customer's personal data is processed by Integral on its behalf.
1. Subject matter, duration and specification of order processing
The subject matter of the processing as well as the type and purpose result from the underlying main contract via the Integral platform. The duration or term of this order processing agreement results from the provisions of the underlying main contract.
2. Scope and responsibility
(1) The contractor processes personal data on behalf of the client. This includes activities that are specified in the contract and in the service description. Within the framework of this contract, the client is solely responsible for compliance with the legal provisions of data protection laws, in particular for the lawfulness of the transfer of data to the contractor and for the lawfulness of data processing (“responsible person” within the meaning of Art. 4 No. 7 GDPR).
(2) The instructions are defined by the service description, agreed on the basis of Integral's general terms and conditions, and can then be amended, supplemented or replaced by the client in writing or in text form (e.g. e-mail) (individual instruction). Instructions that are not provided for in the main contract are treated as a request for a change in performance. Oral instructions must be confirmed immediately in writing or in text form.
3. Contractor obligations
(1) The contractor may only process personal data that are the subject of the order within the framework of the order and the client's instructions, unless there is an exceptional case within the meaning of Article 28 (3) a) GDPR and its requirements are met.
(2) The contractor shall immediately inform the client if he believes that an instruction violates applicable laws. The contractor may suspend implementation of the instruction until it has been confirmed or amended by the client.
(3) The contractor will take technical and organizational measures to adequately protect the client's data, which meet the requirements of the General Data Protection Regulation (Art. 32 GDPR). In particular, the contractor must take technical and organizational measures, measured against the risk to the rights and freedoms of data subjects, which ensure the confidentiality, integrity, availability and resilience of the systems and services in connection with processing over the long term.
(4) The contractor must continuously document the necessary technical and organizational measures before the start of processing and shall provide them to the client for the purpose of inspection upon request.
The technical and organizational measures are subject to technical progress and development. In this respect, the contractor is permitted to implement alternative adequate measures, provided that the quality of these does not fall below the original safety level.
(5) The contractor provides the client with appropriate support in fulfilling the inquiries and claims of affected persons in accordance with Chapter III of the GDPR and in complying with the obligations set out in Articles 33 to 36 GDPR.
(6) The contractor guarantees that employees involved in processing the client's data and other persons working for the contractor are prohibited from processing the data outside the instructions. Furthermore, the contractor guarantees that the persons responsible for processing the personal data have committed themselves to confidentiality and that this confidentiality obligation persists even after the order has been continued.
(7) The contractor shall immediately inform the client if he becomes aware of breaches of the client's personal data protection.
A data breach report must include at least:
- a description of the incident, including, as far as possible, the nature of the personal data breach, the categories and approximate number of data subjects, the categories concerned and the approximate number of personal data sets concerned
- the name and contact details of the data protection officer or other point of contact for further information
- a description of the likely consequences of the reported incident, a description of the corrective measures taken and, where appropriate, measures to mitigate their potential adverse effects
(8) The contractor shall inform the client of the contact person for data protection issues arising under the contract.
(9) The contractor guarantees to use a procedure to regularly check the effectiveness of the technical and organizational measures to ensure the security of processing (Art. 32 para. 1 lit. d) GDPR).
(10) During the contract period, the contractor corrects or deletes the contractual data on the client's instructions. If it is not possible to delete this data in accordance with data protection regulations, the contractor ensures that the data carriers and documents containing data subject to the contract are destroyed in accordance with data protection regulations.
Data carriers handed over by the client to the processor and processed data, including copies made.
The contractor will correct or delete the contractual data if the client so instructs and this is covered by the instructions.
If data protection-compliant deletion or a corresponding restriction of data processing is not possible, the contractor undertakes the destruction of data carriers and other materials in accordance with data protection regulations on the basis of an individual order by the client or returns these data carriers to the client, unless already agreed in the contract.
In special cases to be determined by the client, storage or transfer takes place, remuneration and protective measures for this must be agreed separately, unless already agreed in the contract.
(11) Data, data carriers and all documents must either be returned (in writing or in text form) upon the client's request (in writing or in text form) after the end of the order, if they are owned by the client, or deleted.
4. Obligations of the client
The client must immediately and completely inform the contractor if he finds errors or irregularities in the order results.
5. Requests from affected persons
If a data subject contacts the contractor with applications in accordance with Articles 15 to 21 GDPR, the contractor will immediately refer the data subject to the client and forward the request to the client. The contractor supports the client in fulfilling these requests from the persons concerned to the extent necessary.
6. Verification options
(1) The contractor shall prove to the client that the obligations set out in this contract have been complied with by appropriate means. The contractor undertakes to provide the client with the documented checks and necessary information upon request. In particular, the implementation of the technical and organizational measures in accordance with Article 32 GDPR must be proven.
(2) Compliance with the obligations set out in this contract can be proven by suitable documents/reports or report extracts from independent bodies (data protection officer, IT security officer, auditor, external auditors/auditors, etc.).
7. Control rights
(1) The contractor undertakes to support the client in its audits in accordance with Article 28 (3) sentence 2 lit. h GDPR to comply with data protection regulations and contractual agreements to the appropriate and necessary extent.
(2) The tests are carried out by the client himself or by a third party commissioned by him. Should the third party commissioned by the client be in a competitive relationship with the contractor, the contractor has a right of appeal against the contractor. Commissioned third parties must be bound to secrecy by the client. The contractor has the right to request the submission of a separate confidentiality agreement from the commissioned third party. This applies in particular to the submission of declarations of professional or legal confidentiality.
(3) An audit may be carried out in particular by obtaining information and viewing the stored data and data processing programs as well as by taking further measures. Other measures include the requirement for certifications, reports on data protection audits and on-site inspections. The client carries out on-site inspections during normal business hours with reasonable advance notice. The tests must be carried out without disrupting operations and maintaining the security and confidentiality interests of the contractor and limited to an appropriate number. Occasional checks are excluded. In the above cases (including inspections), each party bears the costs of the tests itself.
8. Other processors (subcontractors)
(1) A subcontractor relationship subject to consent exists when the contractor commissions further contractors to process personal data as agreed in the contract. The contractor will make agreements with these third parties to the extent necessary to ensure appropriate data protection and information security measures.
(2) The client agrees that the contractor involves subcontractors. Before adding or replacing the subcontractors, the contractor shall inform the client within a reasonable period of time.
(3) The client may object to the change — within a reasonable period of time — for important reasons under data protection law — vis-à-vis the contractor. If there is no objection within the time limit, consent to the change is deemed to have been given. If there is an important reason under data protection law and if an amicable solution between the parties is not possible, the client is granted a special right of termination.
(4) Approval for the use of other contract processors documented on Integral's Trust Center (https://trust.integral.de/resources) is considered to have been granted by the client.
9. Transfer to third countries
Order processing is generally carried out within the EU or the EEA. Any transfer to a third country may only take place with the consent of the client and in compliance with the conditions of Article 44 et seq. of the GDPR of the General Data Protection Regulation.
10. Liability
Clients and contractors are liable to data subjects in accordance with the provision set out in Article 82 GDPR.
11. Final provisions
(1) Should the client's property at the contractor be endangered as a result of measures taken by third parties (any seizure or seizure), insolvency or settlement proceedings or other events, the contractor must immediately notify the client.
(2) Additional agreements, amendments or additions require written form (including electronic) and express reference to this agreement.
(3) The objection of right of retention within the meaning of Section 273 BGB is excluded with regard to the data processed in the order and the associated data carriers.
(4) Should individual parts of this agreement be ineffective, this does not affect the validity of the remaining agreement.
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Linienstraße 214
10119 Berlin
Germany
Linienstraße 214
10119 Berlin
germany