Legal Information

Terms and Conditions

§ 1 Application of the General Terms and Conditions

(1) The General Terms and Conditions accepted by both contracting parties govern the business terms between ProCom GmbH, Marco Kupski, Dorfplatz 1, 31311 Uetze, hereinafter referred to as “Contractor”, and the client, hereinafter referred to as “Client”, as a service contract within the meaning of §§ 611 et seq. of the German Civil Code (BGB), unless otherwise agreed in writing between the parties.

(2) The contractor offers various services for booking. These primarily include services focused on the commissioning of process engineering plants, such as water-tube/large-water-space boilers and thermal exhaust gas cleaning systems. Additionally, the contractor provides freelance engineers to the client as needed.

(3) The subject of the order is the provision of an agreed service (service contract) and not the achievement of a specific result (not a contract for work and labor). The commissioned services are considered rendered once the necessary services have been performed and any arising questions have been addressed. The client agrees, in their own interest, to provide all relevant information truthfully and completely.

(4) These General Terms and Conditions apply only to businesses as defined in § 14 of the German Civil Code (BGB) and not to consumers as defined in § 13 of the German Civil Code (BGB).

(5) These terms and conditions apply to all current and future business relationships between the contractor and the client.

(6) Deviating, conflicting, or supplementary general terms and conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing by the contractor.

§ 2 Conclusion of Contract

(1) The client books a corresponding service with the contractor. The contractor accepts this booking by issuing a booking confirmation. A booking request can be made via email, contact form, or the contractor's website. Text form applies here.

(2) In any case, the contract only comes into effect once the contractor confirms the client's booking. The client's booking is binding. Upon confirmation, the client will be informed of the payment terms and the services to be provided by the contractor.

(3) The contractor's offers are subject to change. Acceptance, additions, amendments, and side agreements require written confirmation from the contractor.

(4) The contractor is entitled to decline a service contract without providing reasons, for example, if the contractor is unable or not permitted to provide the service due to their specialization or legal requirements. In such cases, the contractor's claim to fees for services rendered up to the point of refusal remains unaffected.

(5) The offer defines the specific scope of services, the obligations of the parties, and the terms of delivery and payment ("Service Description"). Any subsequent changes are not part of the original service and will be billed separately if required.

(6) The services offered may be one-time services and/or services to be provided regularly over a fixed term.

(7) If delays occur on the client's side after the contract has been concluded but before the services have begun, this time shall be compensated at the agreed daily rate, or at a minimum of eight hours at the hourly rate, unless otherwise agreed upon by the parties.

§ 3 Content and Execution of Services

(1) The contractor provides services to the client by applying their knowledge and skills in the aforementioned areas. No subjectively expected outcome for the client can be promised or guaranteed.

(2) The client agrees to use the information materials, reports, and analyses created by the contractor as part of the service exclusively for their own purposes. The client receives an exclusive and non-transferable right of use for these materials. All documents are either personalized and not for use by third parties or have been created by the contractor specifically for the client.

(3) All documents provided by the contractor are protected by copyright. This applies to both content on the contractor's website and other documentation. The client is not entitled to reproduce, distribute, or publicly display such documents. The client is also not permitted to make image, film, or audio recordings of the service methods without the express permission of the contractor.

(4) No liability is assumed for the accuracy of technical data and other information contained in third-party documents. Furthermore, these do not constitute guaranteed characteristics under the German Civil Code (BGB).

(5) The service is based on cooperation. The client is not obligated to implement the recommendations provided. The client acknowledges that all steps and measures taken by them in the course of the service are their own responsibility. The client is responsible for providing a correct email address and checking their emails regularly.

(6) The contractor is entitled to postpone the performance of a service if they or a third-party service provider engaged by them are prevented from performing the service by the agreed date due to circumstances beyond their control, such as riots, strikes, lockouts, natural disasters, severe weather, traffic obstructions, or illness. In such cases, the client is not entitled to claim damages.

(7) The depiction and description of the service on the contractor's website are for illustrative purposes only and are approximate. No guarantee is provided for complete compliance.

(8) The contractor is entitled to make adjustments to the content or process of the service for professional reasons, such as when there is a need for updates or further development of the service content, provided that this does not result in a material change to the service and the change is reasonable for the client.

(9) The contractor is entitled to stop work immediately if there is a danger to persons, the environment, or facilities. This applies in particular if continuing the work poses an immediate threat to the health and safety of employees, third parties, or the environment. The contractor will inform the client immediately upon identifying such a hazard and, where possible, provide recommendations for hazard mitigation. The client is obligated to take the necessary measures to eliminate the hazard immediately. As long as the hazardous situation persists, the contractor is not obligated to continue work. All delays and additional expenses caused by this are the responsibility of the client. Agreed deadlines will be extended by the duration of the hazardous situation.

(10) If work is interrupted due to a hazard, it will only be resumed after the hazard has been completely eliminated and the contractor has given clearance. The contractor reserves the right to request written confirmation from the client regarding the implementation of hazard mitigation measures.

(11) Should the client fail to take the necessary measures to avert danger in a timely or complete manner, the contractor reserves the right to withdraw from the contract and invoice the client for the expenses incurred. Further claims by the contractor remain unaffected.

§ 4 Client's Duty to Cooperate

(1) The client agrees to provide all necessary cooperation required for the proper execution of the services and work. This includes, in particular, the provision of all relevant information, documentation, and, if applicable, access authorizations.

(2) The client must provide the contractor with access to the facility. This includes the provision of electricity, utilities, and IT access. Furthermore, the client is obligated to conduct safety briefings and bear the associated costs.

(3) Should it be necessary for certain preparatory work to be carried out by the client or by third parties commissioned by them, the client must complete this work in a timely and proper manner so that the contractor's work can be performed without delay. The client shall notify the contractor immediately upon completion of such preparatory work.

(4) The client must immediately inform the contractor of any circumstances that could hinder or delay the provision of services. This applies in particular to unforeseen events or changes in the working environment.

(5) The client is required to designate one or more contact persons who are authorized to make decisions and act as the point of contact for the contractor.

(6) Delays or additional expenses resulting from a breach of the client's duty to cooperate are the responsibility of the client. In such cases, the contractor reserves the right to invoice the client for any additional costs arising from these delays or extra work. Agreed deadlines will be extended by the duration of the delay.

(7) If the client fails to fulfill their duty to cooperate and this prevents the performance of services, the contractor is entitled to withdraw from the contract and invoice the client for the expenses incurred. Further claims by the contractor remain unaffected.

§ 5 Terms and Conditions for the Placement of Engineers

(1) The placement of engineers must be commissioned in writing. The client is obligated to provide detailed information regarding the required qualifications of the engineer, including degrees, professional experience, certificates, and additional qualifications.

(2) The period and terms for the placement of the engineer are defined in the placement contract. The duration may vary and depends on the specific requirements of the client.

(3) The client is obligated to provide all necessary information to ensure the suitable placement of an engineer. This includes, in particular, detailed information regarding the required qualifications of the engineer.

(4) For orders with a duration of up to four weeks, payment is due after full completion of the service. For orders with a duration of more than four weeks, payment is made in four-week cycles. The invoice is based on the actual hours worked and any travel expenses incurred. If expressly agreed in the contract, a fixed daily rate may also be applied.

(5) The contractor will provide the client with a detailed invoice listing the hours worked and any travel expenses incurred. If a fixed daily rate has been agreed upon, this will also be shown on the invoice.

(6) The contractor only guarantees the careful selection and verification of the qualifications of the placed engineers. Any further liability, particularly regarding a guarantee of success for the activities performed, is excluded unless the contractor acts with intent or gross negligence.

§ 6 Dates and Default

(1) The agreed dates and deadlines are binding. If these cannot be met for reasons for which the contractor is not responsible, delivery and performance deadlines will be extended appropriately. Such reasons include, in particular:

a. Missing or delayed cooperation by the client.

b. Force majeure, such as natural disasters, war, civil unrest, or comparable unforeseeable events for which the parties are not responsible.

c. Unforeseeable technical equipment failures or significant operational disruptions for which the contractor is not responsible.

(2) The contractor will inform the client immediately of the reasons for and the expected duration of the delay as soon as they become known.

(3) Should the cause of the delay lie within the client's sphere of responsibility, the contractor is entitled to invoice for any additional expenses incurred as a result. Furthermore, the agreed deadlines will be extended by the duration of the delay.

(4) In the event of force majeure or comparable unforeseeable events that make the performance of the contract significantly more difficult or impossible, both parties are entitled to terminate the contract in whole or in part or to withdraw from it. Services already rendered must be paid for at the contractually agreed rates in such cases.

(5) In the event of delays due to equipment failures or significant operational disruptions for which the contractor is not responsible, the relevant deadlines will be extended by the duration of the disruption. The contractor will take all reasonable measures to keep the duration of the delay as short as possible.

(6) Claims for damages due to delay in delivery or non-performance for the aforementioned reasons are excluded, unless liability arises under the provisions of the liability clause of this contract.

§ 7 Payment

(1) Payment is to be made by the client directly to the contractor via bank transfer upon completion of the service. Payment is due immediately upon booking and receipt of the invoice via email. The payment term is 14 days from the date of invoice without deduction, unless otherwise agreed.

(2) All prices on the website or in the contractor's offer are listed as net prices plus the legally applicable value-added tax. The hourly rates listed in the service description are based on the current ProCom 2026 table. Travel expenses are billed according to the current ProCom 2026 travel expense table. Accommodation costs and meal allowances are billed according to the current table for additional meal expenses.

(3) The following surcharges apply to working hours outside of regular business hours:

a. Night work (between 10:00 PM and 6:00 AM): +25%

b. Saturday: +25%

c. Sunday: +50%

d. On a public holiday at the contractor's registered office: +100%

(4) The client is in default if the payment deadline stated on the invoice or the agreed payment deadline is not met. In the event of default, the contractor is entitled to charge default interest, reminder fees, and the flat-rate default fee in accordance with §§ 288 I, II BGB. Furthermore, the contractor reserves the right to suspend recurring services in the event of default without losing the claim to the agreed consideration from the client.  

(5) The contractor reserves the right to reasonably increase the prices for services agreed upon in the service description after the respective agreed term has expired. Such an increase is possible for the first time after the initial contract term has expired.

§ 8 Term and Termination

(1) The term of the service contract is specified in the respective contract. If the contract concerns the one-time provision of a service, this is noted in the contract, and the following paragraphs of § 7 do not apply. The contract for a one-time service ends automatically upon the complete provision of said service.

(2) Contracts for an indefinite term may be terminated by either party at any time with two weeks' notice.

(3) If a contract agreed for a specific period is not terminated at least two weeks before the end of the respective term, the contract ends automatically upon expiration of the agreed term. There is no automatic renewal of the contractual relationship. An extension is only possible through the express consent of both parties and is then subject to the current conditions and prices according to the price list valid at the time of the extension.

(4) After the end of the agreed term, the contractual relationship may be extended under new conditions, provided both parties agree. In this case, the notice period is also two weeks before the end of the new contract term.

(5) The right to extraordinary termination remains unaffected.

(6) Terminations must be made in writing.

(7) Cancellations of ongoing orders require the written consent of both contracting parties. The contractor may demand reasonable compensation for services already rendered or costs incurred.

§ 9 Intellectual Property Rights

(1) All rights to the results of the services provided by the contractor for the client in connection with the work, in particular all copyrights, design rights, trademark and identification rights, as well as other intellectual property rights (including all stages of development), shall remain the exclusive and unrestricted property of the contractor.

(2) The contractor permanently retains the rights to its logo and trademark. The contractor's trademark and logo may not be used by the client without the contractor's consent.

(3) Intellectual property rights, copyrights, and ancillary copyrights to project-specific adaptations and developments remain with the contractor, unless expressly agreed otherwise. The client merely acquires the right to use them to the agreed extent.

§ 10 Confidentiality

(1) The parties shall treat all trade secrets and other information of the other party marked as confidential (hereinafter referred to as "confidential information") as confidential. The receiving party ("recipient") shall treat the confidential information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessperson.

(2) The use of confidential information is limited to use in connection with this contract. Without the prior consent of the disclosing party, the disclosure of confidential information to third parties is not permitted. Consents must be in writing. Affiliated companies of the parties and advisors who are legally bound to secrecy are not considered third parties within the meaning of this paragraph.

(3) To the extent required by applicable legal obligations, the recipient is entitled to disclose and pass on confidential information. Where legally permissible, the recipient shall inform the disclosing party prior to the disclosure of confidential information.

(4) The parties shall impose an obligation of confidential treatment of such information upon their employees or third parties to whom they disclose confidential information within the scope of their respective subcontractor and employment relationships, with the proviso that the obligation of confidentiality shall continue to exist beyond the end of the respective subcontractor or employment relationship, unless a corresponding general obligation of confidentiality already exists.

(5) Excluded from the obligation of confidentiality is information that

a) was already generally known at the time of contract conclusion or subsequently becomes generally known without any breach of the confidentiality obligations contained in this contract;

b) was developed by the recipient independently of this contract; or

c) was received by the recipient from third parties or from the disclosing party outside of this contract without any obligation of confidentiality.

The burden of proof for the existence of the exceptions mentioned in this paragraph lies with the party invoking the exception.

(6) Upon termination of this contract, the parties shall, upon request, return or delete any confidential information of the other party in their possession. This excludes confidential information for which a longer statutory retention period exists, as well as data backups made in the course of standard backup processes.

(7) The contractor is entitled to use experiential knowledge, such as ideas, concepts, methods, and know-how, that is developed or disclosed during the performance of the contract and stored in the memory of the personnel assigned to provide the services. This does not apply to the extent that this infringes upon the client's industrial property rights or copyrights. The obligation to maintain confidentiality remains unaffected by this.

§ 11 Liability

(1) The contractor shall be liable to the client in all cases of contractual and non-contractual liability for intent and gross negligence in accordance with statutory provisions for damages or compensation for wasted expenditure.

(2) In all other cases, the contractor shall be liable—unless otherwise stipulated in paragraph (3)—only for the breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and upon the observance of which the client may regularly rely (so-called cardinal obligation), limited to the compensation of foreseeable and typical damages. In all other cases, the contractor's liability is excluded, subject to the provisions of paragraph (3).

(3) The liability for damages resulting from injury to life, body, or health, as well as liability under the Product Liability Act, remains unaffected by the above limitations and exclusions of liability.

(4)    The contractor protects its clients against cybercrime to the best of its ability. Unfortunately, this cannot always be prevented. The limitation of liability set out in paragraphs 1–3, including the stated exceptions, also applies to any damages incurred by the client as a result of such cybercrime.

(5)    With the exception of the preceding paragraphs, the contractor is not liable for damages resulting from the services provided, unless such damages are based on gross negligence or willful misconduct. In this context, the contractor assumes no liability for loss of profit, data loss, or other indirect damages. Furthermore, the contractor's liability for production downtime, idle time costs, loss of profit, and contractual penalties owed by the client to third parties is expressly excluded.

(6)    The liability provisions in the preceding paragraphs also apply to breaches of duty by the contractor's vicarious agents.

§ 12 Data Protection

(1)    The parties shall comply with the data protection laws applicable to them.

(2)    If and to the extent that the contractor processes personal data of the client on behalf of the client during the provision of services, the parties shall enter into a standard data processing agreement in accordance with Art. 28 GDPR before processing begins.

(3)    The client consents to the contractor processing and storing the data required for the provision of services. Data shall only be passed on to third parties with the express consent of the client or due to legal obligations.

(4)    In addition, the contractor's separate data protection provisions apply, which can be found at the following link: Privacy Policy

§ 13 Final Provisions

(1)    Should individual provisions of these General Terms and Conditions or the respective service agreement be or become invalid or void, the validity of the General Terms and Conditions or the service agreement as a whole shall not be affected. Instead, the invalid or void provision shall be replaced by a provision that comes closest to the purpose of the contract or the intent of the parties.

(2)    The laws of the Federal Republic of Germany shall apply.

(3)    Amendments and supplements to these General Terms and Conditions or the service agreement must be made in writing to be effective. There are no verbal collateral agreements.

(4)    The place of jurisdiction for all disputes arising from the contractual relationship shall be the registered office of the contractor.

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(1) The client books a corresponding service with the contractor. The contractor accepts this booking via a booking confirmation. A booking request can be made via email, contact form, or the contractor's website. Text form is required.