General Terms & Conditions

General Terms and Conditions of Smarter Solutions UG (limited liability)

1 Scope

1.1 These General Terms and Conditions (GTC) apply to all contracts, offers, and services between Smarter Solutions UG (limited liability) (hereinafter referred to as SmaSol) and its clients in the following areas:

People & Organizations,
Healthy Work,
AI-consulting, training, agent development,
Aging - well planned,
Travel experiences,
Security consulting & driving.

Any deviating, conflicting, or supplementary general terms and conditions of the client shall not become part of the contract unless SmaSol expressly agrees to their validity in writing.

1.2 The GTC shall also apply to all future transactions between the contracting parties.

2 Contract and contract duration

2.1 Offers made by SmaSol are subject to change and non-binding. A contract is only concluded upon written order confirmation by SmaSol or upon actual commencement of work.

2.2 A contract is concluded for the duration agreed in the contract. If no fixed term has been agreed, the contract can be terminated in writing by either party with four weeks' notice to the end of the month.

2.3 The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist in particular if the client is in default with two consecutive payments or significantly violates their obligations to cooperate.

2.4 A contract shall be binding from the time the order is placed verbally or in writing and SmaSol confirms it. These General Terms and Conditions shall also be accepted when the order is placed.

3 Scope of services and service execution

3.1 The scope of the services to be provided by SmaSol is set out in the respective contract, the service specifications, and, if applicable, the service instructions.

3.2 SmaSol is entitled to determine the manner in which the services are provided at its reasonable discretion, unless the client has provided explicit specifications.

3.3 SmaSol is entitled to use qualified subcontractors to fulfill its obligations. In this case, SmaSol remains the sole contractual partner of the client.

3.4 The selection, instruction, and supervision of the personnel employed are the sole responsibility of SmaSol. The client is not entitled to issue instructions to the personnel, except in cases of imminent danger.

3.5 SmaSol is solely responsible for fulfilling all legal, official, social, and professional association obligations towards its employees.

3.6 Changes to the scope of services must be made in writing and require mutual consent.

3.7 SmaSol is entitled to temporarily suspend or adjust the agreed services if there is an important reason (e.g., danger to life and limb, force majeure). The client will be informed of this immediately.

3.8 According to § 34a of the German Trade Regulation Act (GewO), the security industry is a licensed trade and provides its security services in the form of area protection, property protection, or special services.

a) Patrols are carried out in uniform by individual patrol officers or radio patrol officers. Unless otherwise agreed, checks are carried out at irregular intervals during each patrol of the guarded properties grouped together in guard districts.

b) Separate/property protection services are usually performed by one or more security employees who are specifically assigned to a few guarded properties that are located in close proximity to one another. The individual activities are specified in special service instructions.

c) Special services include, for example, person checks, person escort and protection services, the operation of alarm and emergency call centers (service centers), and the provision of cashier, security, and supervisory services for exhibitions, trade fairs, events, and other services.

4 Client's obligations to cooperate

4.1 The client shall provide all information and documents necessary for the provision of services in a timely and complete manner.

4.2 The following obligations to cooperate apply in the area of security services:

4.2.1 The client shall ensure that SmaSol personnel have unhindered access to the properties to be secured.

4.2.2 Keys, ID cards, access codes, and other aids shall be provided to SmaSol in a timely manner and free of charge. SmaSol shall be notified immediately of any changes.

4.2.3 The client is obliged to inform SmaSol in good time about any special risks, areas of danger, technical equipment, and regulations (e.g., fire protection).

4.2.4 The client must ensure that all legal, official, and insurance regulations are complied with.

5 Key and emergency management in the area of security services

5.1 SmaSol undertakes to store keys, ID cards, and access devices provided to it carefully and to use them exclusively for the purpose of fulfilling the contract.

5.2 In the event of key loss, SmaSol shall only be liable within the scope of the existing business liability insurance and only in cases of intent or gross negligence (see Section 8.6).

5.3 In an emergency, SmaSol is entitled to take all measures necessary to avert danger. The client shall be informed immediately of any emergencies and measures taken.

5.4 The client shall provide SmaSol with contact details that can be notified by telephone including at night in the event of a threat to the property. SmaSol must be notified immediately of any changes of such contacts. In cases where SmaSol is required to monitor alarms via connected alarm systems, the client shall specify the order in which notifications are to be made.

6 Prices, terms of payment, and cancellation conditions

6.1 Remuneration is based on the contract and is subject to the applicable statutory value-added tax.

6.2 Payment for services rendered is due immediately upon invoicing.

6.3 Offsetting of the remuneration is not permitted, except in the case of an undisputed or legally established claim.

6.4 In the event of late payment, SmaSol is entitled to charge default interest at the statutory rate and reminder fees. The right to assert further damages remains reserved.

6.5 If the client defaults on payment of a claim, all other claims against them may be made due immediately.

6.6 SmaSol is entitled to assign claims against the client to third parties.

6.7 For the agreed services, a down payment of up to 25% of the gross order value may be due when the order is placed. If the amount of the remuneration for the agreed service cannot be specified at the time the order is placed, SmaSol is entitled to base the calculation of the down payment amount on an estimated value at its discretion.

6.8 If the service extends over a period longer than one day, SmaSol shall be entitled to demand appropriate partial payments from the client. In case of doubt, the amount that SmaSol would have charged for the specific day elapsed shall be deemed appropriate. The above paragraph 7 shall apply to this calculation.

6.9 In principle, the agreed fee shall also be payable if the client cancels the order.
Cancellation of an order once it has been placed is only possible at no cost to the client up to four weeks before the start of the service provision at the latest. This does not apply to the advance payment made in accordance with the above paragraph 7. This shall also be retained in the event of cancellation within the 4-week period.
In the event of a cancellation no later than three weeks before the start of the service, the client shall be charged 50% of the agreed remuneration.
In the event of cancellation no later than two weeks before the start of the service, the client will be charged 80% of the agreed fee.
If the client provides evidence that SmaSol has incurred less damage as a result of the cancellation, this amount shall be applied.

6.10 SmaSol shall be entitled to demand an adjustment of the remuneration in the event of significant changes in wage and non-wage labor costs, statutory levies, or the legal framework conditions. In this case, the client shall be entitled to terminate the contract with four weeks' notice to the end of the month.

7 Notification of defects and rectification

7.1 The client is obliged to notify SmaSol in writing of any recognizable defects or complaints regarding the service immediately, at the latest within 3 working days of becoming aware of them. If notification is not made in good time, rights arising from such complaints or defects cannot be asserted.

7.2 SmaSol shall remedy justified defects within a reasonable period of time. If the remedy fails, the client may demand a reasonable reduction in payment.

8 Liability and insurance

8.1 SmaSol shall be liable for damages caused by intentional or grossly negligent conduct on the part of SmaSol, its legal representatives, or vicarious agents.

8.2 SmaSol shall only be liable for slight negligence in the event of a breach of essential contractual obligations (cardinal obligations), but the amount of liability shall be limited to the foreseeable damage typical for this type of contract.

8.3 Any further liability, in particular for consequential damages, indirect damages, or lost profits, is excluded.

8.4 Liability for personal injury remains unaffected.

8.5 SmaSol maintains business liability insurance. The coverage amount of the business liability insurance of €3 million constitutes the maximum liability limits of SmaSol.

8.6 SmaSol is not liable for damage caused by the client, its employees, or third parties.

8.7 In the event of the loss of keys or access cards, SmaSol is only liable if the loss is due to intentional or grossly negligent behavior and only up to a sum of €3 million.

8.8 Claims for damages must be asserted against SmaSol within a period of 3 months after the client, its legal representatives, or vicarious agents have become aware of the damaging event. If the amount of the damage cannot be determined within this period, it is sufficient, but also necessary, to assert the claim on the basis of the damage. Claims for damages that are not asserted within this period are excluded.

8.9 The client is also obliged to give SmaSol the opportunity without delay to make all necessary determinations regarding the cause of the damage, the course of the damage, and the amount of the damage itself or through agents. Damage expenses incurred as a result of the client's failure to fulfill its above obligations or to do so without delay shall be borne by the client.

9 Data protection and confidentiality

9.1 SmaSol undertakes to treat all information obtained in the course of performing the contract about the client and its business operations as confidential.

9.2 SmaSol and its employees are obliged to comply with the applicable data protection laws. Personal data will only be processed within the scope of the performance of the contract.

9.3 The obligation to maintain confidentiality shall continue to apply even after the termination of the contract.

9.4 The provisions of Regulation (EU) 2016/679 (General Data Protection Regulation (GDPR)) and the Federal Data Protection Act (BDSG) in their currently valid versions apply to the processing and protection of personal data within the framework of the contractual relationship.

9.5 In particular, Section 5 (1) (f), Article 28 (3) GDPR (integrity and confidentiality of data) and Article 12 et seq. GDPR (information obligations) apply.
In connection with the initiation, conclusion, execution, and reversal of a contract based on these General Terms and Conditions, SmaSol collects, stores, and processes data. This is done within the framework of the statutory provisions.
SmaSol does not pass on any personal data of the client to third parties, unless it is legally obliged to do so or the client has given their express prior consent. If a third party is used for services in connection with the handling of processing procedures, the provisions of the Federal Data Protection Act are complied with.

10 Non-solicitation clause

10.1 The client is not permitted to induce SmaSol employees to terminate their employment relationship and establish a new service or employment relationship as self-employed or employed staff of the client. This provision shall remain in force for six months after termination of the contract.

10.2 For each case of violation, the client undertakes to pay SmaSol a contractual penalty amounting to three gross monthly salaries of the employee concerned.

11 Behavior during transportation as part of transportation services

11.1 The client is responsible for the behavior of their guests during transportation. The instructions of the driving personnel must be followed.

11.2 Passengers who fail to comply with the reasonable instructions of the driving personnel despite warnings may be excluded from transportation if this poses a risk to the safety or order of the operation or to fellow passengers.

12 Use of subcontractors

12.1 SmaSol is entitled to use subcontractors to fulfill its contractual obligations, provided that they have the necessary official approvals.

12.2 SmaSol remains the sole contractual partner of the client even when subcontractors are used.

13 Force majeure

13.1 Events of force majeure (e.g., natural disasters, strikes, pandemics, official orders) that significantly impede or render impossible the fulfillment of the contract entitle SmaSol to suspend performance for the duration of the impediment, to adjust it appropriately, or to terminate the contract extraordinarily. In the event of an interruption, SmaSol is obliged to reduce the remuneration in accordance with any salaries saved for the period of the interruption.

13.2 In the event of such a disruption, both parties shall be released from their performance obligations. Services already rendered shall be remunerated on a pro rata basis.

14 Legal succession

In the event of the death of the client, the legal successor shall enter into the contract, unless the subject matter of the contract was primarily based on personal interests, in particular the protection of the client's person. The contract shall not be affected by death, other legal succession, or legal changes at SmaSol.

15 Prohibition of assignment and pledging

Claims or rights of the client against SmaSol may not be assigned or pledged without its consent, unless the client has demonstrated a legitimate interest in the assignment or pledging.

16 Place of jurisdiction and applicable law

16.1 The place of jurisdiction for all disputes arising from and in connection with this contract is, to the extent permitted by law, the registered office of SmaSol.

16.2 The law of the Federal Republic of Germany applies exclusively.

17 Final provisions

17.1 Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision.

17.2 Side agreements, amendments, or additions to these Terms and Conditions must be made in writing.

Smarter Solutions UG (limited liability)

As of: December 2025