Terms and conditions
1. General, customers, contract language
(1) These General Terms and Conditions apply to all contracts for deliveries and services between us and our customers, including those concluded via www.qualifyze.com.
(2) Our range of services is only intended for entrepreneurs, i.e. natural or legal persons or partnerships with legal capacity, who are acting in the exercise of their commercial or independent professional activity when concluding the contract (§ 14 para. 1 BGB). The customer’s own terms of business shall not apply, even if we do not expressly object to their validity in individual cases.
(3) Contracts with customers are concluded exclusively in German or English. Depending
on the language chosen, the respective version of these General Terms and Conditions of Business shall apply.
2. Our range of services, our auditors
(1) Qualifyze enables you to have your suppliers (e.g. from the pharmaceutical, food, cosmetics, and feed sectors) audited by independent, accredited, and experienced auditors to ensure that your suppliers meet your quality standards. We offer you different services for this purpose:
- Individual Audit: You tell us the supplier, the product, and your audit requirements (standards, period, content of the audit report, etc.). We coordinate possible dates with the supplier. After completion of the audit, you will receive an audit report from us.
- Shared Audit: You express your interest in participating in an individual audit announced on www.qualifyze.com and inform us of your individual requirements. Our auditor will then carry out the audit for you and other clients. After completion of the audit, you will receive a preliminary report, followed by an individual audit report within 1-2 months.
- Mock Audits: You would like support in preparing for an upcoming government inspection or customer audit. Our mock audits help you to prepare effectively with the help of our auditors, for example in the evaluation of QM systems and procedures. After completion of the mock audit, you will receive an individual mock audit report from us.
- Existing Audit Report: You request an existing audit report on a supplier from us. We will make the audit report available after the supplier has given us permission to do so.
(2) We carefully select our auditors on the basis of their professional qualifications, experience, and personal suitability. Our auditors
- have successfully completed our process of auditor qualification and continue
to train regularly; and
- have signed a declaration of their personal independence, objectivity, and neutrality and of the confidential treatment of all information and documents obtained during an audit.
If an auditor becomes unavailable immediately before or during an individual, shared or mock audit, we will – if possible – appoint another auditor as substitute.
(3) Our audit reports shall contain a complete, accurate, concise, and clear record of the audit. Unless otherwise agreed in an individual audit, they shall include or refer at least to the following:
- audit objectives;
- scope of the audit, in particular, the naming of the auditee and the processes examined;
- name of the auditor/s and the participants from the auditee;
- dates and, if applicable, the location where the audit was carried out;
- audit criteria;
- audit findings and related supporting evidence;
- audit conclusions;
- statement of the extent to which the audit criteria have been met; and
- any unresolved differences of opinion between the auditor and the auditee.
The audit report will be made available for download within the agreed period.
(4) The findings of our audit reports are based on a sampling process aimed at obtaining the most reliable possible evidence of (non-)compliance with the audit criteria. In addition, there may be other business aspects that were not examined by our auditor and which may justify different conclusions. It is your sole responsibility to evaluate the conclusions of the audit report.
(5) If the audit report of an individual or shared audit shows the necessity of corrective and/or preventive actions at the auditee, we undertake to contact the auditee after a specified period of time in order to obtain information on the status of these actions and to pass it onto you. Within the scope of a follow-up audit, we will be pleased to verify the completion of these measures and their effectiveness for you on the basis of a further order.
3. Conclusion of contract (under condition precedent), termination
(1) If you declare interest in an audit or the acquisition of an existing audit report, we will submit a personal offer to you as soon as possible. If you accept our offer, the contract is concluded. For individual and shared audits and the provision of an existing audit report conclusion of the contract is, however, subject to the condition precedent that the auditee agrees to the performance of an audit by you or the sale of the existing audit report to you. If the consent is given for the performance of an audit, we will coordinate possible dates with the auditee and name the auditor to you.
(2) As an entrepreneur you are not entitled to a right of revocation according to §§ 312g, 355 German Civil Code (Bürgerliches Gesetzbuch – BGB).
(3) If you have commissioned us to carry out a mock audit, you may terminate this contract at any time until the mock audit begins. In such a case, however, you must pay us our expenses incurred until receipt of your notice of termination, but at least 20 % of the agreed remuneration.
(4) If you have commissioned us to conduct an individual audit or a shared audit, the contractual relationship shall end either when the audit report is made available or when the information pursuant to clause 2, para. 5 is passed on to you. Prior to this, you may terminate this contract at any time without giving reasons. We then retain our entitlement to the agreed remuneration but must offset any expenses we save as a result of the termination of the contract or which we acquire or refrain from acquiring in good faith through the other use of our auditor’s manpower. In the event of termination, you must in any case pay us 20 % of the agreed remuneration.
4. Remuneration and terms of payment
(1) Our prices are net prices, i.e. plus any value added tax at the statutory rate. Travel expenses or allowances will not be invoiced extra.
(2) The remuneration for the provision of an existing audit report will become due and payable upon occurrence of the condition precedent (cf. clause 3 para. 1). The remuneration for individual or shared audits will become due and payable upon occurrence of the condition precedent (cf. clause 3 para. 1) and the issue if the report.
(3) For mock audits remuneration will become due and payable upon conclusion of the contract.
(4) You shall only be entitled to set-off or retention rights against our claim for remuneration to the extent that the existence of your counterclaim is not disputed by us or has been legally established or results from the same contract under which our service was provided.
5. Performance period, method of sending the audit reports, obligation of cooperation
(1) Individual audits, shared audits and mock audits shall be carried out within the agreed period. In the case of individual and shared audits, however, we reserve the right to make subsequent changes to any agreed period, among other things because of the necessary coordination of dates with the auditee. We will inform you immediately of any delays of which we become aware.
(2) An audit report following an individual, shared or mock audit shall be sent within the agreed period after the audit has been carried out. Existing audit reports you will receive immediately after the condition precedent has been fulfilled (cf. clause 2, para. 1).
(3) Unless expressly agreed otherwise, we shall make the audit reports available for download.
(4) All deadlines agreed with you presuppose that you provide us free of charge and in good time with all information and documents necessary for the proper execution of the services.
6. Use of and registration on our website
(1) You can search for existing audit reports free of charge on www.qualifyze.com and request personalized offers for audits or further information via the contact function which can be reached by clicking on the search button. You can also find out about opportunities to participate in shared audits and make a reservation for specific audits.
(2) You can register free of charge at www.qualifyze.com. The information required for registration must be provided completely and truthfully. When you register, you choose a personal user name and password. The user name may not infringe the rights of third parties or other name and trademark rights or offend common decency. You are obliged to keep your password secret and not to disclose it to third parties under any
(3) The registration does not entail any obligations whatsoever – apart from agreeing to the present General Terms and Conditions. You can delete your user account at any time. A corresponding option can be found in the administration area of the account. The creation of a user account does not create any obligation with regard to the services and products offered by us.
7. Warranty, liability
(1) This contract obliges us to perform our activities by qualified personnel to the best of our knowledge. Insofar as we provide mere services (e.g. mock audits), we do not owe any particular success.
(2) If a defect occurs during the performance of a contract for work, the statutory provisions shall apply. A defect shall be deemed to exist if our performance falls short of what was contractually agreed. We cannot guarantee the general usability of our audit reports (e.g. acceptance of the audit report or conclusions based on it by third parties) or any other expectations that are not covered by the respective service package. A lack of representativeness of an audit report is generally not a defect either, because audits are carried out on the basis of random samples (cf. clause 2, para. 4).
(3) In the event of damage incurred by you, we shall be liable for
- culpable injury to body, life, or health
- intentional or grossly negligent breaches of duty; and
- limited to the foreseeable and contract-typical damage – the slightly negligent breach of an essential contractual obligation
by us, one of our legal representatives, or one of our vicarious agents.
Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose compliance you regularly rely and may rely.
(4) Our liability is otherwise excluded. This applies in particular to damages resulting from data loss, insofar as these arise from the fact that it is not possible or difficult for you to retrieve the data due to missing or insufficient data backup.
(5) We assume no liability for the correctness, completeness, topicality, quality, and constant availability of the information provided on www.qualifyze.com. We expressly reserve the right to change, supplement or delete parts of www.qualifyze.com or our entire online presence without separate notification or to discontinue publication temporarily or permanently.
8. Copyright and rights of use, confidentiality
(1) Our illustrations, drawings, diagrams, logos, and other documents including the company and product information presented on www.qualifyze.com are protected by copyright. They may not be reproduced or otherwise used or made available to third parties without our consent.
(2) The use of the audit reports, including any test results, calculations, descriptions, and other related documents that are or have been prepared in connection with the audit shall be subject to the following provisions:
- The audit reports provided to you are confidential information, which is also subject to copyright protection; they are only intended for use by your company and must be kept secret from third parties;
- We grant you a simple, non-transferable, and non-sublicensable right of use of the audit report ordered, subject to full payment of the remuneration owed for it, to use the audit report exclusively for your own (internal) purposes, and to make it available only for these own purposes to authorities, courts or third parties (including affiliated companies as defined by §§ 15 ff. of the German Stock Corporation Act (Aktiengesetz – AktG)), insofar as these third parties are themselves bound by law or contract to maintain confidentiality (e.g. consultants, certification bodies). The use includes both the permanent storage and duplication of the audit report on any number of the internal equipment as well as the making of individual paper copies for internal use;
- You are not permitted to use audit reports or parts thereof for purposes other than internal company purposes, in particular, to copy audit reports or parts thereof, to make them publicly accessible or to make them available to third parties for their own use or to allow access to them;
- We are entitled to provide the audit reports with a technical access restriction (e.g. password) to protect them from improper use. It is not permissible to overcome or circumvent this security measure. Any access passwords must be kept secret and protected from access by third parties;
- You may not remove any references to the owners of the copyrights of the audit reports.
(3) Any use that goes beyond the use permitted in this clause 8 requires our prior express consent in text form unless it is permitted by law.
9. Data protection
(1) In the course of processing contracts, we collect data from all customers and observe in particular the provisions of the Federal Data Protection Act (Datenschutz Grundverordnung – DSGVO) and the Telemedia Act (Telemediengesetz – TMG). Without your consent, we will only process your personal and usage data to the extent necessary for processing the contract.
(2) For further information on the treatment of personal data, we refer to our data protection declaration.
10. Applicable law and dispute resolution
(1) This contract is subject to the law of the Federal Republic of Germany ousting the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The courts at our registered office in Frankfurt am Main (Germany) shall have exclusive jurisdiction for all disputes arising from or in connection with this contract, including those concerning its validity. However, we shall also be entitled to assert claims against you at your general place of jurisdiction.