General Terms and Conditions

1. Scope and Provider

1.1 These General Terms and Conditions (“GTC”) apply to all contracts concluded between STRYNEX Pte. Ltd., 68 Circular Road, #02-01, Singapore 049422, UEN: 202526051R (hereinafter referred to as “STRYNEX”) and the customer in relation to the services offered via www.divid-mengenmeldung.de.

1.2 The services are offered exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), legal entities under public law and special funds under public law. By commissioning the services, the customer confirms that it is acting in the course of its commercial or independent professional activity. Consumers within the meaning of Section 13 BGB are excluded from commissioning the services.

1.3 These GTC govern the organisational, coordination and infrastructure services owed by STRYNEX. The professional audit is additionally governed by the provisions concerning the separate commissioning of the respective auditor set out in Sections 2 and 3.

1.4 Any terms and conditions of the customer that conflict with or deviate from these GTC shall become part of the contract only where STRYNEX has expressly agreed to their application in text form.

1.5 In the event of any conflict, an individual service description, quotation or confirmation of engagement shall take precedence over these GTC. Individual agreements between the parties shall always take precedence.

1.6 The version of these GTC incorporated into the contract at the time the contract is concluded shall apply. Subsequent amendments shall apply to an existing engagement only where the parties agree to them or mandatory law provides otherwise.

2. Contractual Structure and Allocation of Roles

2.1 STRYNEX provides an independent organisational and coordination service. This includes, in particular, the structured preparation of the matter, the technical provision of the process, the selection and commissioning of a suitable auditor, and the central coordination of communications and document transmission.

2.2 The professional audit and confirmation of the quantity report pursuant to Section 11 of the German Single-Use Plastics Fund Act (Einwegkunststofffondsgesetz – EWKFondsG) shall be performed exclusively by an expert registered for this purpose or by a public auditor, tax adviser or sworn accountant registered in accordance with the statutory requirements (hereinafter referred to as the “Auditor”).

2.3 The contract relating to the professional audit (the “Audit Agreement”) shall be concluded exclusively between the customer and the respective Auditor. STRYNEX shall not become a contractual party to the professional audit service and shall neither owe the professional audit nor any particular audit result.

2.4 When conducting the professional audit, the Auditor shall act independently, under the Auditor’s own responsibility and on the basis of the Audit Agreement concluded in the name of the customer. In this respect, the Auditor shall not act as a vicarious agent of STRYNEX. STRYNEX shall remain responsible for the careful selection of the Auditor and for the contractual performance of its own organisational and coordination obligations.

2.5 Communications with the Auditor shall generally be coordinated through STRYNEX. Direct contact between the customer and the Auditor is not intended as part of the regular process. However, direct contact shall remain possible where it is required by law or professional regulations, requested by the Auditor for the purposes of the audit, or required by the customer in order to exercise its own contractual rights.

3. Conclusion of Contract, Power of Attorney and Appointment of the Auditor

3.1 The presentation of audit packages and other services on the website does not constitute a binding contractual offer, but rather an invitation to the customer to submit an offer.

3.2 By completing the online commissioning process, the customer submits a binding offer to conclude an organisational and coordination agreement with STRYNEX. The contract shall be concluded when STRYNEX issues a confirmation of engagement, sends the invoice or demonstrably commences performance, whichever occurs first.

3.3 Upon conclusion of the contract, the customer authorises STRYNEX to select a suitable Auditor in the customer’s name and to commission that Auditor to carry out the professional audit and confirmation of the customer’s quantity report. STRYNEX accepts this authorisation.

3.4 The power of attorney includes the making and receipt of declarations required for the initiation, conclusion and performance of the Audit Agreement, as well as the transmission of audit-related documents and enquiries. It does not include the waiver of claims belonging to the customer, the conclusion of a settlement or the commissioning of chargeable additional services without the customer’s prior consent.

3.5 STRYNEX shall select the Auditor following an initial review of the documents provided by the customer and taking into account the Auditor’s qualifications, independence and availability. Following this review, the customer shall be informed in text form of the name and professional qualification of the proposed Auditor, together with the request for the official audit-confirmation template from the customer’s DIVID account. The Auditor shall subsequently be commissioned in the name of the customer.

3.6 The Audit Agreement shall be concluded as soon as the selected Auditor accepts the audit engagement issued in the name of the customer. A separate contractual document signed by the customer shall not be required for this purpose. STRYNEX shall document the Auditor’s acceptance of the audit engagement.

3.7 STRYNEX may reject commissioning requests prior to acceptance without stating reasons, particularly where capacity is unavailable, a conflict of interest exists or the requested scope of services cannot be properly performed.

4. Scope of Services Provided by STRYNEX

4.1 Within the scope of the booked audit package, STRYNEX shall provide the organisational and coordination services specified in the service description, the confirmation of engagement and these GTC.

4.2 The standard scope of services includes, in particular:

• reviewing the engagement, creating the case file and providing the checklist, quantity worksheet and designated transmission method;
• conducting a formal completeness check and structured preparation of the documents submitted by the customer, without anticipating or replacing the professional audit;
• selecting and commissioning a suitable registered Auditor in the name of the customer;
• securely and systematically transmitting the audit-related documents;
• coordinating customary enquiries and requests for supplementary documents;
• requesting and transmitting the official DIVID template for the audit confirmation; and
• transmitting the audit report and audit confirmation provided by the Auditor, including a qualified electronic signature (QES), where these form part of the agreed audit engagement.

4.3 Unless expressly agreed otherwise in text form, the services owed do not include, in particular, legal or tax advice, the legal classification of individual products, the determination of manufacturer status, the initial preparation or correction of the quantity report, representation before public authorities or the operation of the customer’s DIVID account.

4.4 STRYNEX may use suitable technical service providers and other vicarious agents to perform its own services. The independent status of the Auditor pursuant to Section 2 shall remain unaffected.

4.5 Any extension or amendment of the agreed scope of services requires an agreement in text form. STRYNEX does not owe any particular commercial or regulatory outcome and provides no guarantee of an unqualified audit result or any particular decision by a public authority.

5. Professional Audit and Independence of the Auditor

5.1 The Auditor shall independently determine the nature, scope and performance of the audit in accordance with the statutory requirements, the applicable audit guidelines, the Auditor’s professional obligations and the specific audit engagement. STRYNEX is not authorised to issue professional instructions or influence the audit result.

5.2 The Auditor may request additional information and evidence, extend the audit procedures, suspend the audit pending clarification of outstanding matters or refuse to issue a confirmation where the statutory or professional requirements have not been met. A qualified, negative or absent audit result shall not, in itself, constitute a breach of obligation by STRYNEX.

5.3 The audit report and audit confirmation shall be made available to STRYNEX for coordinated transmission to the customer, provided that no statutory, professional or data-protection requirements prevent this.

5.4 The customer shall receive one consolidated invoice from STRYNEX for the booked package. The Auditor’s remuneration is included in the package price within the agreed scope of services; the Auditor is not expected to issue a separate invoice to the customer. The internal settlement between STRYNEX and the Auditor shall not alter the allocation of contractual and professional responsibilities specified in Section 2.

5.5 Where the proposed Auditor subsequently becomes unavailable or a conflict of interest arises, STRYNEX may select and commission another Auditor with equivalent qualifications. The customer shall be informed of this in text form. Where a replacement Auditor cannot be commissioned within a reasonable period, the parties shall agree on the further course of action.

6. Customer’s Duties to Cooperate

6.1 The customer is responsible for the accuracy, completeness, traceability and timely provision of all information and documents relevant to the audit. These include, in particular:

• the complete quantity report and the related calculations and quantity records;
• product, purchasing, production, sales, export and other supporting documents, insofar as they are required for the audit;
• meaningful process and system documentation, together with explanations of estimates, classifications and controls;
• the official audit-confirmation template from the DIVID platform intended for the specific reporting period; and
• all other information that the Auditor reasonably considers necessary.

6.2 The customer shall appoint a professionally competent and available contact person, respond to enquiries within the stated deadlines and inform STRYNEX without undue delay of any changes that may be relevant to the engagement, the selection of the package, the independence of the Auditor or the audit result.

6.3 The customer shall ensure that it is authorised to transmit the documents and any personal data, trade secrets and other information contained therein to STRYNEX and the Auditor.

6.4 For as long as required cooperation, payments or approvals remain outstanding, STRYNEX may suspend processing. Agreed or anticipated processing periods shall be extended by the duration of the delay plus a reasonable period for resuming work.

6.5 Any disadvantages, additional costs or delays resulting from inaccurate, incomplete or late information provided by the customer shall fall within the customer’s area of responsibility. The customer’s statutory rights arising from breaches of obligation attributable to STRYNEX shall remain unaffected.

6.6 Upon receipt, the customer is required to review the transmitted results and documents without undue delay for obvious transmission, allocation or completeness errors and to notify STRYNEX promptly of any identifiable objections.

7. Processing Times and Statutory Deadlines

7.1 Processing can commence in full only once the contract has been concluded, all payments due have been made and all documents, information and approvals required for the respective processing stage have been provided.

7.2 Any information regarding processing times constitutes a non-binding planning estimate unless STRYNEX has expressly confirmed a completion date as binding in text form. The duration depends, in particular, on the scope and quality of the documents, any enquiries, the customer’s cooperation and the availability of the Auditor.

7.3 The customer remains responsible for complying with its statutory reporting, audit and submission deadlines. STRYNEX shall coordinate the matter with reasonable care but does not guarantee compliance with any deadline where the commissioning request, payment, documents or official audit-confirmation template from the DIVID platform have not been provided sufficiently early to permit proper processing under normal circumstances.

7.4 Where a statutory deadline cannot be met due to late commissioning, late or incomplete cooperation by the customer, subsequent material changes to the data or a regulatory or technical disruption, this shall not constitute a breach of obligation by STRYNEX insofar as STRYNEX is not responsible for the cause.

7.5 Events beyond STRYNEX’s reasonable control—including failures of official platforms, general telecommunications disruptions, cyberattacks despite reasonable protective measures, natural events, industrial disputes or comparable events of force majeure—shall extend the affected deadlines by the duration of the impediment plus a reasonable period for resuming work.

8. Prices, Invoicing and Payment

8.1 The package price displayed or individually agreed at the time the contract is concluded shall apply. All prices are net prices stated in euros and are exclusive of any taxes and charges required by law.

8.2 STRYNEX shall invoice the customer for the full package price. Within the booked scope of services, the package price includes STRYNEX’s own services and the remuneration of the appointed Auditor.

8.3 Where the statutory requirements are met, value added tax shall be payable by the customer under the reverse-charge procedure. The information stated on the invoice and the applicable tax provisions shall be decisive. The customer remains responsible for the correct tax treatment within its own business.

8.4 The invoice amount shall become due immediately upon receipt of the invoice unless a different payment deadline is specified on the invoice. Payment shall be made using one of the payment methods offered by STRYNEX.

8.5 In the event of late payment, STRYNEX may, after prior notice, suspend further processing until all due amounts have been paid in full. Statutory default interest and any further statutory claims shall remain unaffected.

8.6 The customer may offset claims only where those claims are undisputed or have been finally established by a court. The customer may exercise a right of retention only in relation to claims arising from the same contractual relationship.

9. Commencement of Services, Early Termination and Failure to Cooperate

9.1 As the services are offered exclusively to entrepreneurs, no statutory consumer right of cancellation applies.

9.2 STRYNEX will generally commence processing immediately after accepting the contract. The initial services include, in particular, reviewing the engagement, creating the case file, providing the working documents and transmission methods, planning capacity and making the organisational preparations for selecting the Auditor.

9.3 For the purposes of calculating remuneration in the event of early termination of the contract, the package price shall be commercially allocated between two service components: 50 per cent shall be allocated to the initial services under Section 9.2 (the “Base and Set-Up Component”), and 50 per cent shall be allocated to reviewing the documents, structured processing, commissioning the Auditor and further coordination through to completion (the “Performance Component”). This allocation shall not affect the due date of the full invoice amount pursuant to Section 8.4.

9.4 The Base and Set-Up Component shall be deemed earned once STRYNEX has substantially performed the initial services specified in Section 9.2. The Performance Component shall be deemed earned as soon as audit-related documents or data from the customer are first received by STRYNEX, STRYNEX commences their structured review in preparation for the audit, or the Auditor is formally commissioned, whichever occurs first.

9.5 Once the Auditor has been formally commissioned, reimbursement of the package price is generally excluded. This shall also apply where the customer subsequently fails to provide further documents, does not continue with the engagement or the Auditor is unable to issue an unqualified confirmation due to insufficient evidence.

9.6 Where an entitlement to reimbursement arises following an effective termination, withdrawal or other ending of the contract before the occurrence of an event specified in Section 9.4, that entitlement shall generally be limited to the unearned Performance Component of no more than 50 per cent. Non-cancellable third-party costs and any further statutory remuneration or compensation claims of STRYNEX may be deducted.

9.7 The customer shall remain entitled to demonstrate that STRYNEX is entitled to a lower amount of remuneration or compensation as a result of the termination. STRYNEX shall remain entitled to demonstrate that it is entitled to a higher amount. Mandatory statutory provisions shall take precedence over this calculation rule.

9.8 Where the customer fails to provide required documents or information despite receiving a reminder, STRYNEX may set a reasonable additional period, generally 14 calendar days, and announce that it will close the matter or terminate the contract if that period expires without result. Following expiry of the period, STRYNEX may proceed accordingly; remuneration shall be determined in accordance with the preceding provisions and applicable law. STRYNEX shall no longer be required to continue reserving capacity thereafter.

9.9 The customer’s statutory rights arising from breaches of obligation attributable to STRYNEX and both parties’ right to terminate the contract for good cause shall remain unaffected. Any voluntary goodwill arrangement granted by STRYNEX shall not establish an entitlement in relation to other or future cases.

10. Package Selection, Additional Charges and Additional Services

10.1 The customer shall select the audit package based on the annual quantity relevant to the engagement and the scope of services described on the website. The customer is responsible for selecting the correct package and for the accuracy of the information provided for this purpose.

10.2 Where, during processing, it becomes apparent that the actual quantity or scope of services exceeds the limits of the booked package, STRYNEX shall inform the customer and may invoice the difference between the booked package and the appropriate package. Processing may be suspended until the customer agrees to the adjustment or pays the price difference due.

10.3 Where it becomes apparent after commencement of the services that a smaller package would have been sufficient, the customer shall not automatically be entitled to a subsequent price reduction. A correction before commencement of the services or a goodwill decision by STRYNEX shall remain possible.

10.4 Customary enquiries and requests for supplementary documents within the scope of the booked audit package are included in the agreed price.

10.5 An additional charge shall arise only where, following commencement of the professional audit, the customer materially changes the data, replaces documents that have already been processed to a significant extent, adds further reporting or audit matters, or requests services outside the booked scope.

10.6 Before performing any such additional services, STRYNEX shall inform the customer of the additional work involved and the proposed remuneration. Chargeable additional services shall be performed only after the customer has consented in text form. Where the customer does not consent and the engagement cannot properly continue without the additional service, STRYNEX may suspend processing or, after a reasonable period, terminate the part of the engagement that cannot be performed.

11. Completion of Services and Complaints

11.1 STRYNEX’s organisational and coordination services shall be completed once the agreed processing steps have been carried out and the result documents provided by the Auditor have been transmitted to the customer, or where the engagement cannot be continued for a reason attributable to the customer.

11.2 STRYNEX may provide reasonable partial services and transmit interim results where this supports the audit process and does not cause the customer any material disadvantage.

11.3 The customer shall describe in text form any identifiable defects in STRYNEX’s own services after discovering them. STRYNEX shall first be given the opportunity, within a reasonable period, to remedy the defect or perform the affected organisational service again. Statutory rights shall remain unaffected.

11.4 A professional audit result that differs from the customer’s expectations, is qualified or is negative, a justified request for documents by the Auditor, or a delay caused by the customer or a third party shall not constitute a defect in the services owed by STRYNEX.

12. Liability of STRYNEX

12.1 STRYNEX shall be liable in accordance with the statutory provisions for loss or damage caused intentionally or through gross negligence, and in the event of culpable injury to life, body or health. The same shall apply in relation to expressly assumed guarantees and in cases of mandatory statutory liability.

12.2 In the event of a slightly negligent breach of a material contractual obligation, STRYNEX’s liability shall be limited to the loss or damage that was foreseeable at the time the contract was concluded and is typical for this type of contract. Material contractual obligations are obligations whose performance is essential for the proper performance of the contract and on compliance with which the customer may ordinarily rely. Liability for slight negligence shall otherwise be excluded.

12.3 STRYNEX shall not be liable for the professional audit service, professional assessments, audit reports or confirmations issued by the independently commissioned Auditor. Claims arising from a breach of obligation by the Auditor under the Audit Agreement must be asserted against the Auditor. STRYNEX’s liability for its own negligence in selecting the Auditor or for its own coordination errors shall remain unaffected, subject to the provisions of this Section.

12.4 STRYNEX shall not be liable for disadvantages, sanctions, missed deadlines or incorrect results insofar as these are attributable to inaccurate, incomplete or late information provided by the customer, a failure to cooperate, subsequent changes to the data or a legal or professional classification made by the customer.

12.5 STRYNEX shall be liable for disruptions affecting the DIVID platform, official systems, telecommunications networks or other services outside STRYNEX’s control only insofar as STRYNEX is responsible for the disruption. Within the limits of liability permitted under Section 12.2, liability for loss of data shall be limited to the typical restoration costs that would have been incurred if the customer had carried out proper and regular data backups.

12.6 STRYNEX provides no guarantee that an audit confirmation will be accepted by the German Environment Agency or any other body, that no enquiries or sanctions will be issued by public authorities, or that any particular commercial result will be achieved.

12.7 The foregoing liability provisions shall apply correspondingly for the benefit of STRYNEX’s legal representatives, employees and vicarious agents.

13. Confidentiality and Data Protection

13.1 STRYNEX shall treat as confidential all trade and business secrets received in connection with the engagement, as well as any other information that is recognisably confidential, and shall use such information only for the purposes of performing the engagement, unless disclosure is required by law.

13.2 STRYNEX may disclose confidential information to the selected Auditor, technical service providers used by STRYNEX and professional advisers subject to duties of confidentiality, insofar as this is necessary for the performance of the contract, IT security, legal defence or compliance with statutory obligations. STRYNEX shall ensure that appropriate confidentiality obligations are in place.

13.3 The customer agrees to the disclosure of its documents and data to the Auditor insofar as this is required for the performance of the engagement and warrants that it has a sufficient legal basis for such disclosure.

13.4 The processing of personal data shall be governed by the separately available Privacy Policy. Where required by law, the parties shall additionally enter into a data processing agreement.

13.5 STRYNEX shall implement appropriate technical and organisational measures in accordance with the state of the art to protect transmitted data against loss, unauthorised access and unlawful alteration. Absolute protection of electronic systems cannot be guaranteed.

13.6 The Auditor’s statutory and professional retention, documentation and confidentiality obligations shall remain unaffected.

14. No Legal or Tax Advice; Independence

14.1 Information provided on the website, checklists, templates and organisational guidance are intended to provide general support for the audit process. They do not constitute individual legal or tax advice.

14.2 The assessment of whether the customer qualifies as a manufacturer within the meaning of the EWKFondsG, which products and quantities are subject to reporting obligations and which legal consequences arise from a particular matter remains the responsibility of the customer and its advisers, unless a separate professional service has been expressly agreed for this purpose.

14.3 STRYNEX is neither a public authority nor the operator of the official DIVID platform and has no corporate or organisational affiliation with the German Environment Agency or the German Central Agency Packaging Register. The use of the term “DIVID” serves exclusively to describe the connection with the applicable procedure.

14.4 Terms such as “registered Auditor”, “audit report” or “audit confirmation” refer to the qualifications and services prescribed by law or contract. They do not constitute any additional recommendation or guarantee by a public authority.

15. Communication and Notices

15.1 The contractual language is German. Communications shall generally take place by email, via the agreed electronic transmission method or in another form of text communication.

15.2 The customer shall keep its contact details up to date and ensure that communications from STRYNEX and the Auditor reach the designated contact person. STRYNEX may use the most recently provided contact details for this purpose. The receipt of declarations shall be governed by the applicable statutory provisions.

15.3 Amendments and additions to the contract should be recorded in text form for evidentiary purposes. Individual agreements and mandatory statutory form requirements shall remain unaffected.

16. Final Provisions

16.1 Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the remaining provisions shall remain effective. The invalid or unenforceable provision shall be replaced by the applicable statutory provisions.

16.2 Insofar as these GTC leave any matter unregulated, the applicable statutory provisions shall apply. The parties’ mandatory statutory rights shall remain unaffected in all cases.