— Terms and Conditions

General Terms and Conditions for Services of e-shelter security technologies GmbH

(General Terms and Conditions for Services of e-shelter security GmbH see below)

These General Terms and Conditions (herein-after referred to as the “T&Cs”) apply to agreements between e-shelter security technologies GmbH, Eschborner Landstraße 100, 60489 Frankfurt am Main, Germany (hereinafter referred to as “e-shelter”) and the purchaser, and govern security technology and smart building solution (Building IoT) services.

1 Conclusion and subject of the agreement

1.1 e-shelter and the purchaser hereby enter into a written agreement concerning the services and items to be provided by e-shelter, as well as the fees and purchase prices to be paid by the purchaser, including reduced and partial payments. The subject of the agreement is derived from the statement of work and/or the written quote drafted by e-shelter.

1.2 Written quotes from e-shelter are subject to change and are nonbinding. The agreement enters into force if e-shelter confirms the customer’s order in writing within four (4) weeks of receipt.

1.3 Delivery and performance dates are nonbinding, unless the parties expressly agree otherwise in writing.

1.4 If the purchaser is in default of acceptance, fails to cooperate, or if the service performance of e-shelter is delayed for other reasons for which the purchaser is responsible, e-shelter is entitled to claim compensation for the resulting damage, including for additional expenses incurred (e.g. storage costs). The amount of the compensation is calculated according to Section 642(2) of the German Civil Code (Bürgerliches Gesetzbuch, BGB), starting with the delivery period or the notification that the item is ready for dispatch. The flatrate amount shall only be offset against further claims for damages or reimbursement of expenses. The purchaser may prove that e-shelter has not suffered any damage or has only suffered significantly lower damage than claimed.

2 Retention of title

2.1 e-shelter retains the title to the delivered items until all claims have been paid in full.

2.2 The purchaser shall treat items with care for as long as the title has not been transferred to it. In particular, it is obliged to insure high-quality items at its own expense against theft, fire, and water damage for the value as new. If maintenance and inspection work need to be carried out, the purchaser must ensure it in good time and at its own expense. As long as the title has not been transferred, the purchaser must immediately notify e-shelter in writing if a delivered item is seized or subjected to other actions by third parties. Insofar as the third party is not able to reimburse the judicial and extrajudicial costs of successful legal action brought by e-shelter against the third party in accordance with Section 771 of the German Code of Civil Procedure (Zivilprozessordnung, ZPO), the purchaser is liable for the resulting loss.

2.3 The purchaser is only entitled to further process the delivered item, to combine it with other items, to mix it, or to resell it all within its proper course of business – provided that the purchaser is not in default. In such case, e-shelter acquires co-ownership of the processed and/or combined item in proportion to the value of the item that is subject to retention of title. No other decision is permitted. If the purchaser grants a deferral of payments to its purchaser, the purchaser shall reserve the title to the item under the same conditions as e-shelter has done so itself. Otherwise, the purchaser is not authorized to resell the item.

3 Warranty

3.1 The purchaser’s claims in the event of defects in quality and title of a work or an item are governed by the statutory provisions, unless otherwise specified below. The statutory special provisions remain unaffected in all cases when an unprocessed item is delivered to a consumer, even if the latter has processed it further (supplier recourse pursuant to Section 478 of the BGB). Claims made un-der supplier recourse are excluded if the defective item has been further pro-cessed by the purchaser or another con-tractor, e.g. through installation in an-other product.

3.2 If the purchaser is an entrepreneur, a legal entity under public law, or a holder of special assets under public law, claims for defects by the purchaser assume that it has complied with its statutory duties of investigation and notification under Sections 377 and 381 of the German Commercial Code (Handelsgesetzbuch, HGB). In the case of building materials and other items intended for installation or other further processing, an inspection must be carried out immediately before installation or processing. If a defect is identified during the delivery, inspection, or later, e-shelter must be informed immediately in writing. In any case, obvious defects must be notified in writing within seven (7) working days of delivery, and defects not identifiable during inspection must be reported within the same period from when they were discovered. If the purchaser fails to carry out the proper inspection and/or notification of defects, e-shelter’s liability for defects not reported in time, correctly, or at all is excluded, in accordance with the statutory provisions.

3.3 If the work or the item is defective, e-shelter may first opt for supplementary performance by remedying the defect or creating a new work or delivering an item that is defect-free. e-shelter’s right to refuse supplementary performance under the statutory provisions remains unaffected.

3.4 e-shelter is entitled to make the supplementary performance owed conditional on whether the purchaser has paid the due fee or purchase price. However, the purchaser is entitled to retain a reasonable part of the fee or the purchase price in proportion to the defect.

3.5 The purchaser shall grant e-shelter sufficient time and opportunity for supplementary performance, in particular to inspect the work or the item. In case of re-placement delivery, the purchaser must return the work or the item in accordance with the statutory provisions. Supplementary performance does not include dismantling or reinstallation if e-shelter was not originally obliged to in-stall the item.

3.6 The expenses required for the purpose of testing and supplementary performance, in particular transport, travel, labor, and material costs, as well as dismantling and re-installation costs, shall be borne by e-shelter or reimbursed in accordance with the statutory provisions if a defect is actually present. Otherwise, e-shelter may demand compensation from the purchaser for the costs incurred as a result of an unjustified claim to remedy defects (in particular testing and transport costs), unless the purchaser was incapable of identifying that the item was not defective.

3.7 In urgent cases, such as in the event of danger to operational safety or to prevent disproportionate damage, the purchaser has the right to remedy the defect itself and to demand compensation from e-shelter for the objectively necessary expenses; e-shelter must be notified without delay, if possible in advance, if this option is invoked. There is no right to self-remedy if e-shelter would be entitled to refuse the corresponding supplementary performance in accordance with the statutory provisions.

3.8 If supplementary performance has failed or a reasonable period for supplementary performance set by the purchaser has expired without success or is superfluous according to the statutory provisions, the purchaser may withdraw from the agreement or reduce the payment or the purchase price. However, there is no right of withdrawal in the event of an in-significant defect.

3.9 In case of defects, the purchaser may make claims for damages and compensation of futile expenses only in accordance with Section 3.3; all other claims are excluded.

3.10 The purchaser’s warranty claims expire after two (2) years. However, if the work or item is a building or item which has been used for a building in line with its conventional use and has caused it to be defective (building material), the limitation period according to the statutory provision is five (5) years.

4 Acceptance

Upon receipt of the notice of completion for the service performed, the work is deemed to have been performed. Within two weeks of receiving the notice of completion, the customer may inform e-shelter in writing or by e-mail of whether it intends to formally accept the service performance. If this information is not given, the service performance in question is deemed to have been accepted at the end of this period. If the customer requests separate acceptance of performance, the customer must carry out the acceptance within a reasonable period of time, but not later than within ten days. If this is not done within this period, the service performance is also deemed to have been accepted. Acceptance is not a prerequisite a payment becoming due and for the right to claim a payment.

5 Prices

5.1 Prices stipulated by e-shelter exclude the statutory sales tax. If the statutory value-added tax is increased after the conclusion of contract, e-shelter may in-crease the prices in proportion from the time when this statutory regulation takes effect. In case of service and purchase contracts as well as contracts for work and materials, the prices are ex works or ex warehouse. Delivery and shipping costs will be billed to the purchaser separately. e-shelter is entitled to demand an appropriate payment in advance, subject to prior express agreement.

5.2 The due date of e-shelter’s receivables is governed by the statutory provisions. These are payable no later than within 14 days of receipt of the invoice. e-shelter is entitled to demand part payments.

5.3 If the purchaser requires a cost estimate to be drawn up before the services are performed, the parties must expressly agree to this.

5.4 If it becomes apparent after conclusion of the contract that e-shelter’s claim for payment is jeopardized, e-shelter is entitled to withdraw from the contract in accordance with the statutory provisions for refusing performance and, if necessary, after setting a deadline. In case of contracts for the production of non-fungible items (custom-made manufacture), e-shelter may withdraw immediately.

5.5 The prices agreed are deemed to be fixed. If prices increase due to a pandemic or war, i.e. both material and labor costs increase, the parties undertake to negotiate the effects of the price increases on the fixed price agreement and make adjustments appropriately. Section 314 of the BGB remains unaffected. A right of adjustment also exists if cost increases are based on supply shortages, regulatory restrictions or the requirement of additional expenses due to regulatory or legally mandated protective measures.

6 Subcontractors

e-shelter may have its services provided by qualified suppliers, service providers, and subcontractors without the purchaser’s prior approval.

7 Liability

7.1 e-shelter is liable without limitation for damage caused intentionally or through gross negligence, for damage resulting from injury to life, body, or health, for the absence of expressly accepted guarantees, and for fraudulent concealment of a defect.

7.2 e-shelter is liable for damages resulting from a violation of material contractual obligations. Material contractual obligations are those which form the basis of the contract, are decisive for the conclusion of the contract, and on the fulfillment of which the purchaser may rely. If e-shelter breaches a material contractual obligation with slight negligence, its liability is limited to compensation for the foreseeable, typically occurring damage. The parties may expressly agree an absolute maximum liability limit in euros for such cases.

7.3 To the extent permitted by law, liability in the case of simple negligence is limited to the contract amount defined by the parties to be paid in the first year of the contract (basic payment without additional services).

7.4 e-shelter is liable for loss of data only up to the amount that would have been incurred if the data were properly and regularly, i. e. monthly backed up for recovery.

7.5 Insofar as e-shelter’s liability is excluded or limited, this also applies to the per-sonal liability of its employees, representatives, and vicarious agents.

7.6 Any further liability of e-shelter is generally excluded.

7.7 e-shelter’s liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

7.8 Claims for damages by the purchaser must be asserted against e-shelter within one (1) month after becoming aware of the violation. The date of receipt by e-shelter is used to determine compliance with the deadline. If the amount of damage cannot be determined within this period, the purchaser must assert the claim on the basis of its merits. It must immediately give e-shelter the opportunity to determine the cause, course, and amount of damage. Damage caused by the purchaser by not fulfilling these obligations shall be borne by the purchaser. In particular, in the case of simple negligence, the purchaser is not entitled to claim damages if it does not comply with the above-mentioned deadline.

8 Liability insurance

e-shelter shall take out company liability insurance to cover contractual liability.

9 Non-solicitation

9.1 The purchaser is prohibited from directly or indirectly soliciting e-shelter employees to terminate their employment relationship and establish a new business or employment relationship either as an in-dependent contractor or an employee of the purchaser. This provision remains in force for six months after the termination of the agreement.

9.2 In the event of a violation, e-shelter may claim an appropriate contractual penalty from the purchaser, the amount of which is determined by e-shelter after due con-sideration based on the individual case, which may be reviewed by the competent court to determine whether it is appropriate. Any contractual penalty paid will be offset against any damages. The maximum contractual penalty may not be set at more than an average of three (3) months’ salary in relation to the last twelve months of the legal validity of the employment relationship with e-shelter, including all salary components of the recruited employee received from e-shelter.

10 Data protection

10.1 All data must be processed and protected in accordance with the applicable versions of Regulation (EU) 2016/679 (General Data Protection Regulation, GDPR) and the German Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG), as well as the e-shelter security GmbH Data Privacy Policy for Contractual Partners.

11 Written documentation

11.1 Quotes, documentation, instructions, drawings, plans, and other written documents created by e-shelter remain the property of e-shelter, are protected by copyright, and may only be reproduced, modified, and shared with e-shelter’s ex-press and written consent. The purchaser must return these on request.

11.2 Any measurements contained in documents may only be deemed to be true to scale and accurate if e-shelter expressly confirms this in writing.

12 Force majeure

12.1 If one party is affected by force majeure, it must immediately notify the other party in writing of the circumstances and keep the other party informed of the continuation of and any relevant changes to the circumstances for as long as the force majeure continues.

12.2 The party affected by force majeure shall take all reasonable steps to minimize the effect of the force majeure on the performance of its obligations under this agreement.

12.3 Subject to the following provision in Section 12.5 of this agreement, neither party is entitled to terminate this agreement due to force majeure, and neither party may be held liable toward the other for any delay or failure to fulfill its performance obligation. This does not apply if the party concerned fails to fulfill its obligations pursuant to Section 12.2 of this agreement.

12.4 If the services are suspended due to force majeure, the purchaser is only obliged to pay any wage share of the annual flat rate as long as the force majeure continues.

12.5 If the force majeure continues for more than three (3) months, either party may terminate this agreement by giving at least thirty (30) days’ written notice.

13 Additional provisions

13.1 The purchaser’s general terms and conditions do not apply, even if the purchaser refers to them at any time, in particular at the conclusion of the agreement. Any modification to statements of work, as well as collateral agreements, amendments, and supplements to this agreement, must be made in writing and expressly marked as such.

13.2 e-shelter may propose amendments to these T&Cs in writing to the purchaser no later than one month before the pro-posed effective date. The purchaser may either agree to the amendments or reject them before the proposed effective date. The purchaser is deemed to have approved the amendments if it has not rejected them in writing before the proposed effective date. e-shelter shall draw attention to this implicit approval in its quotes. If the purchaser rejects the amendments to the T&Cs, the agreement shall continue to apply without the proposed amendment taking effect.

13.3 The purchaser has no right to offset or retain amounts, unless otherwise expressly agreed by the parties or unless the underlying counterclaim has been acknowledged or lawfully established.

13.4 If any provision of these T&Cs or an agreement is invalid or unenforceable, or if a gap is found, all other provisions of the agreement remain valid. The ineffective or unenforceable provision or the gap will be replaced by the statutory provisions.

13.5 In the case of an agreement between e-shelter and an entrepreneur, legal entity under public law, or a holder of special assets under public law, the exclusive place of jurisdiction is Frankfurt am Main. German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Version: September 2022
e-shelter security technologies GmbH | Eschborner Landstraße 100 | 60489 Frankfurt am Main, Germany
Managing Directors: Kai Friedrich, Peter Wenzel | District Court: Frankfurt am Main | Company registration (HRB) no. 127722 | Tax ID no. 045 232 48649

General Terms and Conditions for Services of e-shelter security GmbH

These General Terms and Conditions (herein-after referred to as “T&Cs”) apply to agreements between e-shelter security GmbH, Eschborner Landstraße 100, 60489 Frankfurt am Main, Germany (hereinafter referred to as “e-shelter”), and the purchaser, and govern security services and facility management services.

The provisions in this part concern the contractual security services provided by e-shelter.

1 Conclusion and subject of the agreement

1.1 e-shelter and the purchaser hereby enter into a written agreement concerning the services to be provided by e-shelter, as well as the fees to be paid, including down payments and partial payments. The subject of the agreement is derived from the statement of work and/or the written quote drafted by e-shelter.

1.2 Written quotes from e-shelter are subject to change and are non-binding. The agreement enters into force if e-shelter confirms the purchaser’s order in writing within four (4) weeks of receipt.

1.3 Delivery and performance dates are nonbinding, unless the parties expressly agree otherwise in writing.

1.4 If the purchaser is in default of acceptance, fails to cooperate, or if the service performance of e-shelter is delayed for other reasons for which the purchaser is responsible, e-shelter is entitled to claim compensation for the resulting damage, including for additional expenses incurred. For this purpose, e-shelter will charge a flat rate of EUR 100.00 per calendar day, starting with the delay in acceptance by the purchaser. The purchaser is entitled to prove that e-shelter has not suffered any damage or has only suffered significantly lower damage than claimed.

2 Service performance

2.1 e-shelter has obtained official permission as required to provide security services in accordance with Section 34a of the German Trade Regulation Act (Gewer-beordnung, GewO) and shall provide district patrol, surveillance, property guard, and special services.

2.2 District patrol service is carried out by single patrol or radio patrol staff wearing uniform. During each patrol, the premises under surveillance are checked at times that are as unpredictable as possible.

2.3 Property guard service is typically carried out by guards and gatekeepers, who watch specifically designated premises.
2.4 Special services might include personnel checks, individual escort and protection services, cash and valuables services, security monitoring officers, the operation of alarm and emergency call centers (ser-vice centers) and the provision of cashier, security, and supervision staff for exhibitions, trade fairs, events, and other services.

2.5 The parties shall agree on the specific security services to be provided, the mutual obligations of the purchaser and e-shelter, and any deviating, modified, or additional work to be performed.

2.6 The purchaser’s written service instructions, inspection regulations, emergency plans, and alarm plans valid at the time of conclusion of the agreement shall apply to the performance of the services, insofar as these have been handed over to e-shelter. Amendments and supplements to these instructions, regulations, or plans are subject to agreement in text form. In the event of unforeseeable emergencies deviations from planned checks, patrols, and other services shall be possible in individual cases.

2.7 The purchaser shall provide e-shelter in good time and free of charge with the keys, instructions, and plans required to perform the services. e-shelter is liable for any loss of keys and for intentional or negligent damage to keys caused by its service staff within the scope of Section 7. The term “key” includes any other object used to open and close a device which serves to allow selected persons to enter certain areas and to refuse access to other persons.

2.8 The purchaser shall inform e-shelter of the contact persons and their addresses, who can be notified by telephone day or night in case of a risk situation. e-shelter must be informed immediately of any changes to addresses. If e-shelter is instructed to respond to alarms via connected security systems, the purchaser shall indicate the order of notification.

2.9 e-shelter provides its services as a contractor; therefore, its employees act as vicarious agents and none of them are transferred to the purchaser in accordance with the Employee Transfer Act (Arbeitnehmerüberlassungsgesetz, AÜG). The selection of staff and the right to give instructions rest with e-shelter, except in the event of an imminent danger.

2.10 If acceptance of an e-shelter service is required by law or has been expressly agreed between the parties prior to the service performance, the notice of completion issued by e-shelter, either verbally or in writing, shall be regarded as indication that the specified service has been completed properly and defect-free. Within two weeks of receiving the notice of completion, the purchaser may inform e-shelter in writing or by e-mail of whether it intends to formally accept the service performance. If this information is not given, the service performance in question is deemed to have been accepted at the end of this period. If the purchaser requests separate acceptance of performance, it must carry out the acceptance within a reasonable period of time, but not later than within ten (10) working days. If separate acceptance does not occur within this period, the service performance is also deemed to have been accepted.

2.11 e-shelter is solely responsible for fulfilling all legal and regulatory requirements, including those under social law and employment law, as well as all other obligations toward its employees.

3 Complaints and suspension of service

3.1 In the event of war, strike, riot, or any other case of force majeure, in particular pandemics, etc., e-shelter may suspend or modify the services accordingly, if performance becomes impossible. In the event of suspension, e-shelter is obliged to reduce the payment for the period of suspension in line with the amount of any wages saved.

3.2 Complaints of any kind relating to the performance of the service or any other irregularities must be passed on immediately in writing to e-shelter management for the purpose of remedying them.

3.3 Repeated or gross violations in the performance of the service entitle the purchaser to terminate the agreement with-out notice, only if e-shelter fails to remedy the situation within a reasonable period – not later than within seven (7) working days – after a written warning with a threat of termination.

4 Payment

4.1 Payment for security services and facility management services must be made monthly in advance, unless otherwise agreed in writing by the parties.

4.2 e-shelter may increase the rates after the first contract year, in accordance with any changes to the consumer price index as determined by the German Federal Statistical Office (VPI Deutschland). The increase shall take effect at the beginning of the month following the month of the announcement of the consumer price index by the Federal Statistical Office and the purchaser’s receipt of e-shelter’s request in text form to increase the payment accordingly.

4.3 In addition, e-shelter may adjust the payment in line with changes in associated costs. An increase may be considered if wage costs and/or non-wage labor costs, in particular through the conclusion of new wage, framework, or other collective agreements or through salary increases in the company, lead to higher costs in the specific contractual relationship. The payment increase becomes effective at the beginning of the month if the purchaser has been informed in text form by the third working day of the previous month, together with disclosure of the cost calculation, proof of the changed cost factors, and the request for an increase.

4.4 If the statutory value added tax is increased after the conclusion of contract, e-shelter may increase the prices in proportion from the time when this statutory regulation takes effect.

4.5 The due date of e-shelter’s receivables is governed by the statutory provisions. These are payable not later than within 14 days of receipt of the invoice. e-shelter is entitled to demand down payments.

4.6 If it becomes apparent after conclusion of the contract that e-shelter’s claim for payment is jeopardized, e-shelter is entitled to terminate the agreement extraordinarily in accordance with the statutory provisions for refusing performance and, if necessary, after setting a deadline.

5 Term of agreement

5.1 The term of the agreement for the provision of security services shall be one (1) year, unless otherwise agreed in writing by the parties. It shall then be extended by one year unless it is terminated in writing, subject to a notice period of three (3) months before the end of the term. If the purchaser is a consumer, the following provision applies for the term of the agreement: The term of the agreement shall be one (1) year, unless other-wise agreed in writing by the parties. It may be terminated by either party, subject to a notice period of one (1) month prior to the end of the term. If the agreement is not terminated, it shall be extended indefinitely and may be terminated by either party at any time, subject to a notice period of one (1) month.

5.2 In the event that the purchaser moves premises, sells or otherwise abandons the premises covered by the security services, the purchaser may terminate the agreement in writing, subject to a notice period of two (2) months to the end of the month.

5.3 If the agreement includes district patrol services, e-shelter may terminate the agreement in writing, subject to a notice period of one (1) month to the end of the month if e-shelter ceases the district patrol concerned.

6 Subcontractors

e-shelter may have its services provided by qualified suppliers, service providers, and subcontractors without the purchaser’s prior approval.

7 Liability

7.1 e-shelter is liable without limitation for damage caused intentionally or through gross negligence, for damage resulting from injury to life, body, or health, for the absence of expressly accepted guarantees, and for fraudulent concealment of a defect.

7.2 e-shelter is liable for damages resulting from a violation of material contractual obligations. Material contractual obligations are those which form the basis of the contract, are decisive for the conclusion of the agreement, and on the fulfillment of which the purchaser may rely. If e-shelter breaches a material contractual obligation with slight negligence, its liability is limited to compensation for the foreseeable, typically occurring damage. The parties may expressly agree an absolute maximum liability limit in euros for such cases.

7.3 To the extent permitted by law, liability in the case of simple negligence is limited to the amount defined by the parties to be paid in the first year of the contract (basic payment without additional services).

7.4 e-shelter is liable for loss of data only up to the amount that would have been incurred if the data were properly and regularly, i. e. monthly backed up for recovery.

7.5 Irrespective of the limitations of liability above, in the case of simple negligence in the abovementioned sense, liability is limited to the amount provided for in Section 14(2) of the German Security Guarding Regulation (Bewachungsverordnung, BewachV).

7.6 Insofar as e-shelter’s liability is excluded or limited, this also applies to the personal liability of its employees, representatives, and vicarious agents.

7.7 Any further liability of e-shelter is generally excluded.

7.8 e-shelter’s liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

7.9 Claims for damages by the purchaser must be asserted against e-shelter within one (1) month after becoming aware of the violation. The date of receipt by e-shelter is used to determine compliance with the deadline. If the amount of damage cannot be determined within this period, the purchaser must assert the claim on the basis of its merits. It must immediately give e-shelter the opportunity to determine the cause, experience, and amount of damage. Damage caused by the purchaser by not fulfilling these obligations shall be borne by the purchaser. In particular, in the case of simple negligence, the purchaser is not entitled to claim damages if it does not comply with the above-mentioned deadline.

8 Liability insurance

e-shelter shall take out company liability insurance to cover contractual liability.

9 Non-solicitation

9.1 The purchaser is prohibited from directly or indirectly soliciting e-shelter employees to terminate their employment relationship and establish a new business or employment relationship either as an in-dependent contractor or an employee of the purchaser. This provision remains in force for six months after the termination of the agreement.

9.2 In the event of a violation, e-shelter may claim an appropriate contractual penalty from the purchaser, the amount of which is determined by e-shelter after due consideration based on the individual case, which may be reviewed by the competent court to determine whether it is appropriate. Any contractual penalty paid will be offset against any damages. The maximum contractual penalty may not be set at more than an average of three (3) months’ salary in relation to the last twelve months of the legal validity of the employment relationship with e-shelter, including all salary components the recruited employee received from e-shelter.

10 Data protection

All data must be processed and protected in accordance with the applicable versions of Regulation (EU) 2016/679 (General Data Protection Regulation, GDPR) and the German Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG), as well as the e-shelter security GmbH Data Privacy Policy for Contractual Partners.

11 Written documentation

11.1 Quotes, documentation, instructions, drawings, plans, and other written documents created by e-shelter remain the property of e-shelter, are protected by copyright, and may only be reproduced, modified, and shared with e-shelter’s express and written consent. The purchaser must return these on request.

11.2 Any measurements contained in documents may only be deemed to be true to scale and accurate if e-shelter expressly confirms this in writing.

12 Force majeure

12.1 If one party is affected by force majeure, it must immediately notify the other party in writing of the circumstances and keep the other party informed of the continuation of and any relevant changes to the circumstances for as long as the force majeure continues.

12.2 The party affected by force majeure shall take all reasonable steps to minimize the effect of the force majeure on the performance of its obligations under this agreement.

12.3 Subject to the following provision in Section 12.5 of this agreement, neither party is entitled to terminate this agreement due to force majeure, and neither party may be held liable toward the other for any delay or failure to fulfill its performance obligation. This does not apply if the party concerned fails to fulfill its obligations pursuant to Section 12.1 of this agreement.

12.4 If the services are suspended due to force majeure, the purchaser is only obliged to pay any wage share of the annual flat rate as long as the force majeure continues.

12.5 If the force majeure continues for more than three (3) months, either party may terminate this agreement by giving at least thirty (30) days’ written notice.

13 Additional provisions

13.1 The purchaser’s general terms and conditions do not apply, even if the purchaser refers to them at any time, in particular at the conclusion of the agreement. Any modification to statements of work, as well as collateral agreements, amendments, and supplements to this agreement, must be made in writing and expressly marked as such.

13.2 e-shelter may propose amendments to these T&Cs in writing to the purchaser not later than one month before the proposed effective date. The purchaser may either agree to the amendments or reject them before the proposed effective date. The purchaser is deemed to have approved the amendments if it has not rejected them in writing before the proposed effective date. e-shelter shall draw attention to this implicit approval in its quotes. If the purchaser rejects the amendments to the T&Cs, the agreement shall continue to apply without the proposed amendment taking effect.

13.3 The purchaser has no right to offset amounts, unless otherwise expressly agreed by the parties or unless the underlying counterclaim has been acknowledged or lawfully established.

13.4 If any provision of these T&Cs or an agreement is invalid or unenforceable, or if a gap is found, all other provisions of the agreement remain valid. The ineffective or unenforceable provision or the gap will be replaced by the statutory provisions.

13.5 In the case of an agreement between e-shelter and an entrepreneur, legal entity under public law, or a holder of special assets under public law, the exclusive place of jurisdiction is Frankfurt am Main. German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Version: August 2023
e-shelter security GmbH | Eschborner Landstraße 100 | 60489 Frankfurt am Main, Germany
Managing Directors: Dr. Tristan Haage, Peter Wenzel | District Court: Frankfurt am Main | Company registration (HRB) no. 57470 | Tax ID no. 045 232 48499