Terms of Service.

(1) These General Terms and Conditions (hereinafter “Terms”) apply to all contracts for consulting, advisory, coaching, training, conceptual, analytical and other services between Quarero Robotics Deutschland GmbH (hereinafter “Provider”) and the principal (hereinafter “Client”).

(2) The Terms apply both to consumers within the meaning of § 13 BGB (German Civil Code) and to entrepreneurs within the meaning of § 14 BGB. Where provisions apply exclusively to one of the two groups, this is identified. The primary target audience is business clients.

(3) Deviating, conflicting or supplementary terms of business of the Client shall not become part of the contract unless the Provider expressly agrees to their applicability in writing. This applies even if the Provider, with knowledge of the Client’s deviating terms, performs the service without reservation.

(4) In the event of conflict between these Terms and an individual engagement letter or order confirmation, the individual agreement shall prevail.

(1) The subject matter of the contract is the consulting and services described in the engagement letter, the order confirmation or other individual mandate.

(2) The contract constitutes a service contract within the meaning of §§ 611 et seq. BGB.

The Provider owes the professional performance of the agreed activity according to the recognised state of the respective discipline; no specific economic, legal or other result is owed.

(3) The Provider is entitled to freely determine the persons assigned to perform the service, provided their professional qualifications correspond to the agreed activity. The Client has no claim to performance by any particular individual, unless a named assignment has been expressly agreed.

(4) The Provider does not render legal advice within the meaning of the Legal Services Act (RDG), tax advice within the meaning of the Tax Consultancy Act (StBerG), or investment advice within the meaning of the Securities Trading Act (WpHG), unless expressly agreed otherwise and unless correspondingly qualified persons are assigned.

(1) Offers, cost estimates and service descriptions of the Provider are non-binding unless expressly marked as binding.

(2) The contract is concluded by corresponding declarations of intent — typically by acceptance of an engagement letter, by express order confirmation, or by commencement of the service activity at the request of the Client.

(3) The Provider reserves the right to refuse engagements without giving reasons, in particular in case of conflicts of interest, justified doubts as to the identity or solvency of the Client, suspicion of money laundering or sanctions violations, and engagements that are incompatible with the Provider’s professional or ethical principles.

(4) The Provider is entitled to perform identification and due diligence checks pursuant to the Money Laundering Act (GwG) and a conflict check before commencing the engagement.

(1) The Client shall provide the Provider with all information, documents and access required for performance of the service in a timely, complete and accurate manner.

(2) The Client shall designate a responsible contact person with sufficient authority to make decisions and ensure that this person is available to the agreed extent.

(3) Delays, additional effort or faulty results that result from a breach of the cooperation duties shall not be borne by the Provider. The Provider is entitled to charge any resulting additional effort at the agreed hourly rates — alternatively, at the rates customary in the market.

(4) The Client warrants that the information, data and documents provided to the Provider are free from third-party rights or that it holds the rights required for their use within the scope of the engagement.

(1) The fee agreed in the engagement letter or order confirmation shall apply. The fee may be agreed as a fixed fee, hourly fee, retainer, or a combination of these models. All fees are quoted in euro plus statutory value-added tax and any out-of-pocket expenses.

(2) Out-of-pocket expenses, travel, accommodation and other project-related costs are invoiced separately; travel time is invoiced at the agreed hourly rates unless agreed otherwise.

(3) The Provider is entitled to request a reasonable advance payment — typically 30 % of the expected total fee. For long-term engagements, invoicing takes place monthly or according to agreed milestones.

(4) Invoices are due for payment without deduction within 14 days of receipt. If a business client falls into default of payment, default interest of nine percentage points above the base rate (§ 288 (2) BGB) and the lump sum pursuant to § 288 (5) BGB shall apply. Statutory provisions apply vis-à-vis consumers.

(5) In the event of default of payment, the Provider is entitled to suspend further performance until all outstanding claims are settled in full. Resulting delays shall not be borne by the Provider.

(1) Services are performed, at the Provider’s discretion, at the Provider’s business premises, at the Client’s premises, at a location agreed with the Client, or remotely. The Provider is entitled to use suitable electronic communication and collaboration tools.

(2) Dates and deadlines are non-binding reference values unless expressly agreed as binding. Binding deadlines presuppose the timely fulfilment of all Client cooperation duties.

(3) The Provider is entitled to use employees, freelancers, subcontractors and external experts to perform the service. The Provider remains responsible for professional execution; prior consent of the Client to the use of specific subcontractors is not required.

(1) The contracting parties undertake to treat as confidential all confidential information of the other party obtained in connection with the engagement, to use it exclusively for engagement purposes, and not to disclose it to third parties without prior written consent. This obligation survives termination of the contractual relationship.

(2) Exempt is information that demonstrably (a) is or becomes publicly known without fault of either party, (b) was already lawfully known to the receiving party before commencement of the engagement, (c) was obtained from third parties without any confidentiality obligation, or (d) must be disclosed on the basis of a statutory, administrative or judicial order.

(3) The Provider is entitled to refer to the existence of the business relationship in anonymised form (sector, size class, type of engagement) for reference purposes, unless expressly agreed otherwise. Named references are made only with the prior consent of the Client.

(4) Subcontractors and assigned experts are subject to equivalent confidentiality obligations imposed by the Provider.

(1) For service contracts with consumers concluded by distance selling or outside business premises,

the statutory right of withdrawal expires upon full performance of the service

pursuant to § 356 (4) BGB, provided the Provider has commenced performance after (a) the consumer has given express consent and (b) has simultaneously confirmed awareness that the right of withdrawal will be lost upon full performance by the Provider.

(2) By placing the order, the Client expressly requests immediate commencement of performance and confirms having received notice in text form of the above consequence — loss of the right of withdrawal upon full performance — prior to conclusion of the contract. These declarations are obtained separately within the order process or the engagement letter.

(3) Insofar as the right of withdrawal has not already expired pursuant to paragraph 1, the consumer must pay the Provider, in the event of withdrawal after performance has commenced, an amount corresponding to the portion of services rendered up to the withdrawal in relation to the total contractually agreed scope (§ 357a (2) BGB).

(4) No right of withdrawal exists vis-à-vis entrepreneurs within the meaning of § 14 BGB in any event.

(1) Voluntary cancellation of the engagement or voluntary refund of fees already paid is excluded.

Services already rendered shall be remunerated in any case.

(2) For agreed fixed fees, the Provider retains the full fee if the service has already been fully performed. In case of partial performance, the Provider is entitled to the proportionate fee for the work performed plus reimbursement of expenses; advance payments already made are not refunded to the extent that they have been consumed by services rendered.

(3) For short-notice cancellation of agreed appointments — within 48 hours of the agreed date — the Client owes a cancellation fee of 100 percent of the fee agreed for the appointment, or the corresponding hourly fee.

(4) The right to extraordinary termination for cause (§ 11 of these Terms) remains unaffected.

(1) Defects in the service rendered must be notified to the Provider without undue delay, at the latest within fourteen days of knowledge thereof, in text form, specifying the concrete defect. § 377 HGB (German Commercial Code) applies analogously to business clients.

(2) Upon justified and timely notice of defect, the Provider shall remedy the service free of charge to the extent required. If the cure fails, the Client may, after expiry of a reasonable additional period, reduce the agreed fee proportionately; any further right of rescission or claims for damages exist only within statutory provisions and subject to the liability clause in § 12.

(3) No defect liability exists insofar as objections are based on incorrect, incomplete or late information from the Client, on a breach of cooperation duties, or on subsequently changed conditions.

(4) Mandatory consumer warranty rights remain unaffected.

(1) Term and ordinary termination.

Engagements are agreed for a fixed duration, for a project, or as ongoing service relationships. Ongoing service relationships may be ordinarily terminated by either party with one month’s notice to the end of the calendar month, unless agreed otherwise. Project-based engagements end upon full performance of the agreed service.

(2) Extraordinary termination.

The right to extraordinary termination for cause (§ 626 BGB by analogy) remains unaffected for both parties. In the case of extraordinary termination for reasons attributable to the Client, the Provider retains the claim to the agreed fee less expenses saved (§ 615 BGB by analogy).

(3) Work results and rights of use.

Upon full payment of the agreed fee, the Client receives a simple, non-transferable and non-sublicensable right to use the work results produced within the engagement, limited to the internal purposes of the Client as defined in the engagement. All further rights — in particular reproduction, distribution, public communication, modification, and commercial exploitation vis-à-vis third parties — remain with the Provider and require separate written agreement.

(4) Pre-existing know-how, methods, tools, templates, models and other resources of the Provider remain its exclusive property; the Provider is entitled to use them for other engagements as well. The Provider is further entitled to freely use general findings, methods and industry experience gained within the engagement, insofar as this is possible without disclosing confidential Client information.

(5) Prior to full payment of the agreed fee, the Client has no right of use in the work results. Premature use is prohibited.

(1) The Provider is liable without limitation for intent and gross negligence and under the provisions of the Product Liability Act.

(2) For slight negligence, the Provider is liable only for breach of material contractual obligations (cardinal obligations), whose fulfilment makes proper performance of the contract possible in the first place and on whose compliance the Client may regularly rely. In such cases, liability is limited in amount to the foreseeable damage typical for the contract, but in no case exceeding the net fee agreed in the engagement, or — alternatively — the fee paid to the Provider during the last twelve months for the relevant engagement.

(3) Liability for damages resulting from injury to life, body or health remains unaffected.

(4) Any further liability — in particular for lost profit, missed savings, consequential damages, indirect damages, reputational damages or third-party claims — is excluded to the extent permitted by law.

(5) Recommendations, assessments, forecasts, valuations and strategic proposals of the Provider are based on the information available at the time of performance and on generally recognised professional methods. No guarantee is given for the occurrence of specific results, outcomes, returns, market developments or procedural outcomes.

(1) Vis-à-vis entrepreneurs, withdrawal and cancellation are entirely excluded. Services already rendered shall be remunerated in any case.

(2) Set-off and retention rights of the business client exist only insofar as their counterclaims are undisputed or have been established by final court decision.

(3) The business client shall, in the internal relationship, indemnify the Provider from any third-party claims arising from incorrect, incomplete or late information from the Client, from breach of cooperation duties, or from contract-breaching use of the work results.

Personal data of the Client — including data collected for the fulfilment of identification and due diligence obligations under anti-money-laundering law — is collected and processed exclusively within the scope of statutory provisions, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). Insofar as the Provider processes personal data on behalf of the Client in the course of performing the engagement, the parties shall enter into a separate data processing agreement pursuant to Art. 28 GDPR. Details are set out in the Provider’s privacy notice at https://quarerorobotics.com/en/privacy.

(1) The European Commission provides an online dispute resolution (ODR) platform, available at https://ec.europa.eu/consumers/odr.

(2) The Provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. With respect to consumers, this choice of law applies only insofar as the protection afforded by mandatory provisions of the law of the state of the consumer’s habitual residence is not thereby withdrawn.

(2) The exclusive place of jurisdiction for all disputes arising from this contractual relationship with business clients is Stuttgart. The Provider is also entitled to bring proceedings at the Client’s general place of jurisdiction.

(3) Should individual provisions of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the statutory rule.

(4) Amendments and additions to these Terms and to individual engagement agreements must be made in text form. This also applies to any waiver of the text-form requirement itself.