Terms & conditions
As of: March 2026
This English version is provided for convenience only. The German version of these terms and conditions is legally binding.
Scope
The following general terms and conditions apply to all offers made by PASSION4IT GmbH and to all other contracts concluded with PASSION4IT GmbH. Any conflicting general terms and conditions of the contractual partner are expressly rejected. They only apply if this has been expressly confirmed in writing by PASSION4IT GmbH.
PASSION4IT GmbH also operates in business transactions under the brands RiverRoom, RiverRoom Yoga and building-leaders.digital. These brands are not independent legal entities; all contracts are concluded exclusively with PASSION4IT GmbH, Postackerweg 9, 94234 Viechtach, Germany.
Conclusion of contract, subject matter of the contract
The subject matter of the contract is the service described in the offer of PASSION4IT GmbH. The contract between PASSION4IT GmbH and the customer is concluded as soon as receipt of the offer accepted by the customer has been confirmed by PASSION4IT GmbH in writing, by email or by fax. Offers from PASSION4IT GmbH are binding for the period stated in the offer. Unless a different period is stated in the offer, a binding period of four weeks from the date of the offer applies. A contract is concluded upon issue of a written order confirmation by PASSION4IT GmbH. Verbal side agreements and subsequent contract amendments are only valid if they are expressly confirmed in writing by PASSION4IT GmbH. The same applies to warranted characteristics. Illustrations and information in catalogues and brochures are authoritative if they are expressly designated as binding in the contract.
Place of performance
Unless otherwise agreed, PASSION4IT GmbH provides its services remotely (remote access, video conferencing or comparable digital means of communication). Services on the customer’s premises are only provided by separate agreement. The place of performance is 94234 Viechtach.
Basis of cooperation
The basis of cooperation is a service contract. Services are invoiced monthly after performance on the basis of activity reports.
Copyright, right of use
Concepts, proposed solutions and consulting services of PASSION4IT GmbH constitute a service protected by copyright, which is made available to the customer for use exclusively in connection with the contractual service for the agreed purpose and to the agreed extent. Insofar as the customer submits their own concepts, PASSION4IT GmbH is entitled, but not obliged, to use them free of charge when providing the contractual service. The customer grants PASSION4IT GmbH the right to use the drafts and concepts they submit free of charge to provide the contractually agreed service. The customer warrants that no third-party copyrights are infringed. Insofar as third parties assert claims against PASSION4IT GmbH arising from a legal infringement, the customer shall fully indemnify PASSION4IT GmbH against such claims. This does not apply if PASSION4IT GmbH modifies the submitted drafts and concepts. PASSION4IT GmbH grants the customer the exclusive right of use to the finished contractual service. Ownership remains with PASSION4IT GmbH. Any use of copyright-protected services of PASSION4IT GmbH, in whole or in part, by third parties is only permitted with the written consent of PASSION4IT GmbH. This also applies to concepts and proposed solutions that were not implemented.
Performance by subcontractors
PASSION4IT GmbH is entitled to engage subcontractors or third parties to provide the contractual service. PASSION4IT GmbH is liable to the customer for the services provided by subcontractors as for its own services. PASSION4IT GmbH contractually obliges the subcontractors it engages to exercise the same professional care that PASSION4IT GmbH itself owes. In the event of damage caused by a subcontractor, PASSION4IT GmbH reserves the right to take internal recourse against the subcontractor; this does not affect the liability of PASSION4IT GmbH towards the customer. Third-party costs and expenses (e.g. for travel costs, consulting and other items) will be invoiced to the customer separately. Insofar as no agreement has been made in this respect, the respective agreed fee of PASSION4IT GmbH applies.
Customer’s duties to cooperate
The customer shall inform PASSION4IT GmbH comprehensively about the desired service, the objectives and the scope of the fee as a basis for preparing the offer. This also includes notification of any requirements to be observed or the use of existing concepts and IT architectures, as well as the provision of the relevant documents. The customer shall provide professionally qualified staff to a sufficient extent for the implementation of the projects or for participation in the necessary workshops.
Data protection
You can find our privacy policy on our website: https://www.passion4it.de/datenschutz
Insofar as PASSION4IT processes personal data on behalf of the customer in the course of providing services, a separate data processing agreement (DPA) in accordance with Art. 28 GDPR will be concluded. Without a signed DPA, the provision of services will not commence. PASSION4IT undertakes to comply with the data protection obligations arising from the DPA and the GDPR.
EU AI Act / AI law
Insofar as services include AI-related activities, consulting or the provision or operation of AI systems, the requirements of Regulation (EU) 2024/1689 (EU AI Act) apply in addition. PASSION4IT undertakes to comply with the obligations applicable to providers, developers and operators of AI systems under the regulation. The customer is advised that they, too, as the operator or user of an AI system, may be subject to their own obligations under the regulation; PASSION4IT does not assume responsibility for the customer’s independent compliance with these obligations.
Liability
PASSION4IT GmbH undertakes to perform the contractually agreed services with professional and commercial care and to observe these principles also when engaging third parties to fulfil the order. Subject to the following provisions, claims for damages by the customer — regardless of the legal basis, including those arising from tort and pre-contractual breach of duty — are excluded for the slightly negligent breach of duties by PASSION4IT GmbH, its legal representatives or vicarious agents.
In the event of a slightly negligent breach of essential contractual obligations, the liability of PASSION4IT GmbH for each individual case of damage is limited to the order value, but at least to the foreseeable and typical damage at the time of conclusion of the contract. In the event of intent or gross negligence, as well as culpable injury to life, body or health, PASSION4IT GmbH is liable without limitation in accordance with the statutory provisions. The above exclusions and limitations of liability do not apply in cases of strict liability, in particular under the Product Liability Act, in the event of injury to body and health or loss of life or the absence of warranted characteristics, in the event of fraudulent intent, intent and gross negligence. Insofar as PASSION4IT GmbH uses certain materials or engages third parties at the express request of the customer, even though it has informed the customer of its concerns in this regard, the customer shall indemnify PASSION4IT GmbH against any liability. PASSION4IT GmbH accepts no liability for errors in concepts reviewed and approved by the customer.
We have business liability insurance, cybersecurity insurance and legal expenses insurance with ALLIANZ-Versicherungs-AG, 10900 Berlin.
Changes to the contractual terms
Unless already specifically regulated elsewhere, PASSION4IT GmbH is entitled to amend or supplement the general terms and conditions insofar as this is necessary for valid reasons, in particular due to a change in the legal situation, technical changes or further developments, or other equivalent reasons, and does not unreasonably disadvantage the contractual partner. PASSION4IT GmbH will announce the amendments or supplements to the contractual partner in text form no later than six weeks before they take effect. If the contractual partner does not agree with the amendments or supplements to the contractual terms, they may object to the amendments within a period of one week before the intended effective date of the amendments or supplements. The objection must be made in text form. If the contractual partner does not object, the amendments or supplements to the contractual terms are deemed to have been approved by them. When announcing the amendments or supplements to the contractual terms, PASSION4IT GmbH will specifically draw the contractual partner’s attention to the intended significance of their conduct.
Dispute resolution proceedings before a consumer arbitration board
We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.
Warranty and obligation to give notice of defects
We warrant that the service provided by us has the expressly agreed quality characteristics or, if no quality has been agreed, is suitable for the contractually intended use, or otherwise for ordinary use, and has a quality that is customary for deliveries and services of this kind and can be expected by the contractual partners for deliveries and services of this kind. The contractual partner, if they are a merchant, shall, in fulfilment of their obligations to give notice of defects pursuant to Section 377 HGB, notify us in writing without delay of any defects identifiable upon delivery as well as defects occurring later, providing a detailed description of the problem that has occurred and the information necessary to remedy the defect. If the contractual partner fails to give simple notice of the defect, they lose all warranty rights insofar as they are based on a defect that was identifiable upon delivery of the goods or on the defect that occurred later. We reserve the right to fulfil our warranty obligation primarily through rectification. The contractual partner shall cooperate free of charge to the necessary extent, e.g. by providing staff, work rooms, hardware and software, data and telecommunications equipment. The contractual partner shall grant us access to the hardware and software both directly and via remote data transmission. They shall answer our relevant inquiries, check results and test rectified software without delay. The urgency of remedying defects depends on the degree of disruption to the contractual partner’s operations caused at the contractual partner. If the rectification finally fails, the contractual partner may, in accordance with statutory provisions, reduce the remuneration, withdraw from the contract or, in the case of an existing continuing obligation, terminate it without observing a notice period. Claims for damages based on warranty law are excluded. Warranty rights become time-barred, unless the defect was fraudulently concealed, one year from the start of the statutory warranty period, i.e. in the case of the purchase of an item from delivery of the item (Section 438 II BGB) and in the case of the production of a work upon acceptance (Section 634a II BGB). The contractual partner bears the burden of proof that defects or restrictions in usability were not caused or contributed to by improper operation or an intervention carried out by the contractual partner. The contractual partner also bears the burden of proof that any defects or restrictions on use were not caused by the system environment existing at the contractual partner. In these cases, the contractual partner has no warranty claim. Section 476 BGB remains unaffected. If a third party asserts claims that conflict with the exercise of the right of use contractually granted by us to the contractual partner, the contractual partner must inform us of this immediately and in full. The contractual partner hereby authorizes us to conduct the dispute with the third party both out of court and in court. If we make use of this authorization, the contractual partner may not acknowledge the third party’s claims without our consent. In return, we assure the contractual partner that third-party claims will be defended at our expense and that the contractual partner will be indemnified against all costs and damages associated with the defence of the claims, unless these are based on conduct of the contractual partner in breach of duty. We are free to satisfy the claims asserted by the third party. If we are of the opinion that the claims asserted by a third party actually exist, we are free, in relation to the contractual partner, to replace the items in dispute with other items that also comply with the contract. In all other respects, the statutory provisions for defects of title also apply, in particular the warranty period of one year pursuant to Clause XII, No. 4.
Fees
Services are invoiced monthly after performance on the basis of activity reports.
Travel time is invoiced at half the hourly rate. Unless otherwise stated, we charge the following travel costs: flight (economy); train: 1st class; car: €1.00 / km from 94234 Viechtach; fees; taxi; accommodation as incurred. PASSION4IT GmbH is entitled to demand advance payments and to issue interim invoices. All services of PASSION4IT GmbH are subject to statutory VAT.
All payments are to be made without deductions within fourteen days of receipt of the invoice by the customer to the account of PASSION4IT GmbH. In the event of late payment, default interest of 9 percentage points above the respective base interest rate will be charged. PASSION4IT GmbH is entitled to increase the prices for recurring services in continuing obligations for the first time after 12 months from the start of the contract and at most once a year, with a notice period of three months, in line with cost developments at PASSION4IT GmbH. PASSION4IT GmbH may pass on cost increases beyond this for third-party inputs, except insofar as PASSION4IT GmbH has caused them. As soon as the remuneration increases by more than 10%, the customer is entitled to terminate the affected contract extraordinarily with a notice period of six weeks after receipt of the increase request, effective at the time the increase takes effect. If the contract includes several divisible services that can also be commissioned independently of one another, and only one part of the contract is affected by an increase request of more than 10%, the special right of termination applies only to that part of the contract. In the event of a reduction in the corresponding costs, the customer may likewise demand a corresponding reduction in the remuneration for the first time after 12 months. Notice of a price adjustment will be given by email to the address stored at PASSION4IT GmbH for contract communication.
Reference agreement
PASSION4IT GmbH is pleased about every customer who makes a successful cooperation visible to the outside world. By placing an order, the client grants PASSION4IT GmbH the right to name them as a reference customer with their name and logo on the website and in marketing materials, and to describe the nature of the cooperation in one short sentence. The client warrants that they hold the necessary rights to the name and logo and indemnifies PASSION4IT GmbH against third-party claims arising from the intended use.
The client may object to this use at any time without giving reasons — an informal email to [email protected] is sufficient. PASSION4IT GmbH will remove the relevant content within 14 days of receipt of the objection.
Final provisions
The place of jurisdiction for all mutual claims arising from contracts with registered merchants, legal entities under public law, special funds under public law and persons who do not have a general place of jurisdiction in Germany is 94234 Viechtach. The same applies if the contractual partner’s whereabouts are unknown or if they have moved their place of residence or habitual abode abroad. If, in such cases, the claims relate to transactions of our branch offices, we may also assert our claims before the courts at the registered office of the branch. The place of performance for both parties and for all present and future claims arising from the business relationship is 94234 Viechtach, provided the contractual partner is an entrepreneur. Insofar as the claims are based on a transaction concluded by our branch office, the place of performance vis-à-vis entrepreneurs is the registered office of the branch. The contractual relationship is governed exclusively by German law, to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods. Contract amendments, additions or declarations relevant to the contract must be made in writing. The contractual partner may only assign claims against us arising from contracts concluded with us to third parties with our express written consent. Should any of these provisions prove to be invalid, the validity of the remaining provisions of our general terms and conditions shall not be affected. In this case, the parties undertake to agree, in place of the invalid provision, a substitute provision that comes as close as possible to the purpose of the agreement and leads, as far as possible, to the same economic result.