Gen­eral Terms and Con­di­tions (GTC) for SB Start­bereit GmbH

§ 1 Gen­eral reg­u­la­tions

SB Start­bereit GmbH, Bleib­treustraße 38–39, 10623 Ber­lin, HRB 264606 B (here­in­after referred to as “start­bereit” or “the com­pany”), offers ser­vices within the frame­work of a ser­vice con­tract to both legal entit­ies and con­sumers (here­in­after referred to as “cus­tomer”). These ser­vices are lis­ted under § 2 and can be used via the web­site start-bereit.com (here­in­after “Web­site”) oper­ated by start­bereit. The use of the ser­vices offered is sub­ject to the con­di­tions of these Gen­eral Terms and Con­di­tions.

These Gen­eral Terms and Con­di­tions con­clus­ively reg­u­late the con­di­tions between start­bereit and the cus­tomer for the ser­vices offered within the scope of this ser­vice con­tract. Devi­ations from these Gen­eral Terms and Con­di­tions only apply if they are con­firmed in writ­ing by start­bereit. By con­clud­ing the con­tract in accord­ance with § 3, the cus­tomer recog­nises these Gen­eral Terms and Con­di­tions as bind­ing.

§ 2 Ser­vices

start­bereit offers a wide range of ser­vices via its web­site and applic­a­tion, which are described in detail on the web­site. The ser­vices offered by start­bereit include in par­tic­u­lar

a. Ready-to-use applic­a­tion

start­bereit offers cus­tom­ers the oppor­tun­ity to cre­ate an account in the applic­a­tion and to man­age doc­u­ments and per­sonal data, in par­tic­u­lar with regard to their par­ti­cip­a­tion in com­pan­ies to be acquired or foun­ded. In addi­tion, start­bereit provides sample con­tracts to sup­port cus­tom­ers in acquir­ing and found­ing a GmbH or UG.

b. ready to start acquis­i­tion and start-up ser­vice

start­bereit enables cus­tom­ers to use the applic­a­tion to acquire or found GmbHs and UGs as shelf com­pan­ies (includ­ing an exist­ing bank account with agreed share cap­ital) in cooper­a­tion with not­ar­ies, law­yers and tax advisors. Other part­ner ser­vices can also be util­ised.

c. ready to go Part­ner ser­vice

start­bereit offers admin­is­trat­ive and organ­isa­tional activ­it­ies for the cus­tomer as part of the start­bereit account and the acquis­i­tion and found­a­tion ser­vice in cooper­a­tion with selec­ted tax con­sult­ants, not­ar­ies, law­yers and other rel­ev­ant ser­vice pro­viders, such as insurers. This enables uncom­plic­ated data exchange via the start­bereit applic­a­tion and web­site.

d. Ber­liner Volks­bank eG — Bank account

In co-oper­a­tion with Ber­liner Volks­bank eG, start­bereit offers com­pan­ies the oppor­tun­ity to open an Aktiv Busi­ness account with Ber­liner Volks­bank eG. The share cap­ital for the Vor­rats-UG or GmbH is paid into this account after acquis­i­tion.

Rights and oblig­a­tions arising from the account agree­ment exist only between the cus­tomer and Ber­liner Volks­bank eG. 

start­bereit points out that the cus­tomer has no legal claim to the open­ing of a bank or deposit account. If the applic­a­tion to open an account is rejec­ted, start­bereit will offer altern­at­ive ways to trans­fer the share cap­ital to an account selec­ted by the cus­tomer.

The cus­tomer is advised that delays may occur if he/she does not imme­di­ately com­ply with the require­ments and internal pro­cesses of Ber­liner Volks­bank eG.

e. Mater­i­als and webinars

start­bereit provides cus­tom­ers with mater­i­als and webinars on selec­ted top­ics via the web­site and the applic­a­tion. This con­tent is cre­ated by tax advisors, law­yers or other qual­i­fied con­sult­ants. In addi­tion, start­bereit employ­ees cre­ate art­icles based on veri­fied sources or their own exper­i­ence. How­ever, start­bereit accepts no liab­il­ity for any inac­curacies or devi­ations from the con­tent provided. 

The start­bereit web­site and applic­a­tion offer a chat­bot as well as email and tele­phone cus­tomer ser­vice to facil­it­ate com­mu­nic­a­tion between start­bereit and its cus­tom­ers.

start­bereit does not offer legal, tax or fin­an­cial advice. These ser­vices are provided through co-oper­a­tion with not­ar­ies, law­yers, tax advisors and other pro­fes­sion­als and are offered via the web­site and applic­a­tion by qual­i­fied advisors and ser­vice pro­viders.

§ 3 Con­clu­sion of con­tract

The present­a­tion of the ser­vices of start­bereit on the website/application does not con­sti­tute a leg­ally bind­ing offer, but merely an invit­a­tion to sub­mit an offer (Invit­a­tio ad off­er­en­dum).

By click­ing the “Order for a fee” but­ton in the last step of the order pro­cess, the cus­tomer sub­mits a bind­ing offer to book the ser­vice lis­ted in the order over­view. Imme­di­ately after send­ing the order, the cus­tomer receives an order con­firm­a­tion. A con­tract between the cus­tomer and start­bereit is con­cluded as soon as start­bereit accepts the order via e‑mail, but at the latest when start­bereit starts to ful­fil the ser­vice.

§ 4 Use of the ready-to-start applic­a­tion and web­site

The web­site is hos­ted by webgo GmbH, Heiden­kampsweg 81, 20097 Ham­burg, Ger­many. The backend of the ready-to-start applic­a­tion is oper­ated by xano, Inc, 21600 Oxnard Street, Suite 910, Wood­land Hills, CA 91367, USA, while the fron­tend is hos­ted by WEWEB SAS, 128 rue La Boétie, 75008 Paris, France. 

Com­mu­nic­a­tion with the cus­tomer mainly takes place via the chat­bot, e‑mail, the start­bereit web­site and applic­a­tion as well as through our cus­tomer ser­vice by tele­phone. 

Changes to the mas­ter data in the start­bereit account are made by send­ing an e‑mail to the start­bereit cus­tomer sup­port.

§ 5 Liab­il­ity of the cus­tomer

The cus­tomer is liable for ensur­ing that all inform­a­tion he has provided is true and com­plete. He under­takes to inform Start­bereit imme­di­ately of any changes to this inform­a­tion. This applies until the ser­vice has been suc­cess­fully com­pleted. In addi­tion, the cus­tomer must sup­port start­bereit and its part­ners in car­ry­ing out the ser­vice if neces­sary. 

The cus­tomer must ensure that the spe­cified e‑mail address as well as the mobile phone and tele­phone num­ber can be reached from the time of regis­tra­tion and that e‑mails and tele­phone calls can be received. If the cus­tomer inten­tion­ally or neg­li­gently fails to respond within a reas­on­able period of time to import­ant enquir­ies or requests from start­bereit in con­nec­tion with the use of the booked ser­vices, start­bereit reserves the right to claim any dam­ages that may arise. 

If there is any sus­pi­cion of mis­use of the start­bereit account, this must be repor­ted by e‑mail to support@start-bereit.com be repor­ted. Mis­use also includes the dis­clos­ure of con­tent such as con­tracts, con­fid­en­tial inform­a­tion or spe­cially labelled data. If the cus­tomer fails to report this, start­bereit reserves the right to claim any res­ult­ing dam­ages.

§ 6 Liab­il­ity of Start­bereit

The liab­il­ity of start­bereit for dam­ages caused inten­tion­ally or through gross neg­li­gence by start­bereit or one of its vicari­ous agents or legal rep­res­ent­at­ives is unlim­ited in its amount.

In the case of dam­ages res­ult­ing from injury to life, body or health, start­bereit is also liable without lim­it­a­tion in the event of a simple neg­li­gent breach of duty on the part of start­bereit or a legal rep­res­ent­at­ive or vicari­ous agent.

The liab­il­ity of start­bereit is also unlim­ited for dam­ages caused by ser­i­ous organ­isa­tional neg­li­gence on the part of start­bereit.

In the event of a breach of essen­tial con­trac­tual oblig­a­tions (car­dinal oblig­a­tions), start­bereit is liable, unless the cases men­tioned in para­graphs 1 to 3 apply, in the amount of the fore­see­able dam­age typ­ical for the con­tract. The term car­dinal oblig­a­tion abstractly includes such oblig­a­tions whose ful­fil­ment is essen­tial for the proper exe­cu­tion of the con­tract and on whose com­pli­ance the con­trac­tual part­ner may reg­u­larly rely

Any fur­ther liab­il­ity of start­bereit for dam­ages is excluded, in par­tic­u­lar liab­il­ity without fault is excluded.

If dam­age is attrib­ut­able both to the fault of start­bereit and to the fault of the cus­tomer, the cus­tomer is obliged to allow his con­trib­ut­ory neg­li­gence to be taken into account.

§ 7 Spe­cial con­di­tions for the acquis­i­tion of shelf com­pan­ies

The ser­vice ordered from start­bereit when pur­chas­ing shelf com­pan­ies relates exclus­ively to the sale of shelf com­pan­ies. Addi­tional ser­vices (e.g. con­sult­ing, busi­ness account) are only medi­ated and are not owed by start­bereit. The pro­vider is the respect­ive part­ner of start­bereit.

In the case of the acquis­i­tion of a shelf com­pany, ready to start begins at the latest upon ful­fil­ment of the ser­vice (see § 3 II) if a spe­cific shelf com­pany is assigned to the cus­tomer.

By reserving the shelf com­pany, the cus­tomer author­ises Start­bereit to instruct a not­ary to draw up all neces­sary deeds (includ­ing pur­chase con­tract, com­pany changes, HR entry) on behalf of the cus­tomer. If a con­tract is not final­ised, a draft­ing fee will be charged, which will be deduc­ted from the deposit or pur­chase price and will not be refun­ded.

start­bereit can only execute the order or the part of the order for which the require­ments have been met after the pre­requis­ites have been met (includ­ing full receipt of pay­ment, sub­mis­sion of iden­ti­fic­a­tion doc­u­ments, trad­ing author­isa­tions, own­er­ship and con­trol struc­ture, inform­a­tion on money laun­der­ing pre­ven­tion and sub­mis­sion of any other inform­a­tion and doc­u­ments reques­ted by the not­ary).

The pur­chase price cov­ers all not­ary and form­a­tion costs for the shelf com­pany up to the time of sale. Not­ary and court costs for the trans­fer and amend­ment of the GmbH are always borne by the cus­tomer.

If the not­ar­ised con­tract is not con­cluded (e.g. because the receipt of the share cap­ital could not be con­firmed by the not­ary appoint­ment or the cus­tomer, other parties involved or their bene­fi­cial own­ers did not appear at the appoint­ment), the cus­tomer is liable for all costs incurred as a res­ult both to the not­ary and to start­bereit. The costs and fees incurred can then be off­set against any repay­ment claims. 

If a con­tract is not con­cluded, a draft fee will be charged. I agree that this fee will be deduc­ted from my deposit or the pur­chase price and that this amount will not be refun­ded.

§ 8 Terms of pay­ment

The price stated on the web­site is due imme­di­ately after click­ing the “Order with costs” but­ton and receiv­ing a con­firm­a­tion email from start­bereit con­tain­ing the pay­ment inform­a­tion. Pay­ment is made by express bank trans­fer. Our bank details are

SB Start­bereit GmbH
Ber­liner Volks­bank eG
IBAN: DE54 1009 0000 2983 4940 24

The inten­ded use must be used in accord­ance with the details in the con­firm­a­tion email.

The oblig­a­tion to pay for the booked ser­vice remains in force, even if start­bereit can­not or should not (fully) provide the con­trac­tual ser­vice through no fault of its own.

Costs for ser­vices provided by our part­ners (e.g. not­ary fees) and other fees for book­ing addi­tional ser­vices are not included in the price and will be charged sep­ar­ately.

§ 9 Con­tract dur­a­tion and can­cel­la­tion 

The con­tract on which these Gen­eral Terms and Con­di­tions are based is con­cluded for an indef­in­ite period and comes into force upon con­clu­sion of the con­tract in accord­ance with § 3.

Both parties have the right to ter­min­ate the con­tract with a notice period of three weeks to the end of a cal­en­dar month.

Either party may ter­min­ate the con­tract for good cause without observing a notice period. Good cause shall be deemed to exist in par­tic­u­lar if:

a cus­tomer viol­ates the pro­vi­sions of these Gen­eral Terms and Con­di­tions or applic­able law and this viol­a­tion is not remedied even after a reas­on­able dead­line has been set;

the cus­tomer com­mits or attempts to com­mit a crim­inal offence, such as fraud;

the cus­tomer is more than six weeks in arrears with pay­ment in accord­ance with § 6;

per­sist­ent oper­a­tional dis­rup­tions occur due to force majeure bey­ond the con­trol of start­bereit, such as nat­ural dis­asters, fires or infra­struc­ture break­downs through no fault of its own.

Can­cel­la­tions must be made in writ­ing. Can­cel­la­tions sent by e‑mail to the fol­low­ing address are deemed to be in writ­ing: support@start-bereit.com.

§ 10 Assign­ment and off­set­ting

A trans­fer of the customer’s rights and oblig­a­tions from the con­tract with start­bereit, whether in whole or in part, to third parties is excluded, unless start­bereit has expressly agreed to such a trans­fer in writ­ing.

The cus­tomer is only entitled to off­set against start­bereit if the coun­ter­claim is either undis­puted or has been estab­lished by a leg­ally bind­ing judge­ment.

§ 11 Con­fid­en­ti­al­ity and data pro­tec­tion

Both parties under­take to treat as con­fid­en­tial all items (includ­ing doc­u­ments, inform­a­tion) or data received or dis­closed by the other party before or dur­ing the exe­cu­tion of the con­tract that are leg­ally pro­tec­ted, con­tain busi­ness or trade secrets or are labelled as con­fid­en­tial, even after the end of the con­tract, unless these have become pub­lic know­ledge without a breach of the con­fid­en­ti­al­ity oblig­a­tion. The con­trac­tual part­ners must store and secure all items and pass­words received in such a way that unau­thor­ised access by third parties is excluded.

In addi­tion, the pro­vi­sions of our pri­vacy policy apply.

§ 12 Final pro­vi­sions

The law of the Fed­eral Repub­lic of Ger­many shall apply. The court in Ber­lin shall have jur­is­dic­tion for all dis­putes arising from this con­tract if the cus­tomer is a mer­chant, a pub­lic organ­isa­tion or not dom­i­ciled in Ger­many.

Should indi­vidual parts of these Gen­eral Terms and Con­di­tions be invalid or not per­mit­ted by law, the remainder of the con­di­tions shall remain valid. The parties shall then agree on a new pro­vi­sion that comes closest to the invalid pro­vi­sion in eco­nomic terms. This also applies if some­thing is miss­ing that should be reg­u­lated.

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