General Terms and Conditions.

§ 1 Scope and Exclusivity

1. These General Terms and Conditions apply exclusively to all present and future business relationships, offers, services, deliveries, rentals and contracts in connection with the platform darlot.co and any services offered under the Darlot brand.
2. Deviating, conflicting or supplementary terms of the customer apply only if the Operator has expressly confirmed their validity in writing.
3. Silence regarding the customer's terms does not constitute consent.
4. These Terms also apply to follow-up orders, additional services, extensions and re-orders, without the need for renewed inclusion.

§ 2 Conclusion of Contract

1. Representations on websites, price calculators, offers, brochures or presentations are non-binding and subject to change.
2. By placing an order, booking, clicking on payment buttons or otherwise commissioning services, the customer submits a binding contractual offer.

1. The Operator is entitled to reject inquiries, bookings or orders at any time without giving reasons.
2. Obvious mistakes, technical errors, system errors or typographical errors entitle the Operator to correct, contest or cancel.

§ 3 Subject Matter of Services

1. The subject matter of the contract is exclusively the specifically confirmed services.

1. Digital image processing (AI-supported video analytics) is performed exclusively on cameras owned or possessed by the customer, to which the Operator is connected via contractually agreed interfaces. Excluded from this are the Operator's mobile security towers and autonomous robotic systems, which are delivered factory-equipped with the Operator's own cameras; on these devices the Operator performs image processing on its own hardware. Image processing on third-party devices that neither belong to the customer nor count among the aforementioned Operator-owned devices is not owed and requires a separate written agreement.
2. Statements regarding response times, savings, success rates, availability, ranges or security effects are non-binding orientation values unless expressly guaranteed in writing.
3. The Operator does not owe any specific economic outcome or complete prevention of damage, criminal offences, incidents or outages.
4. The Operator is entitled to modify or develop services or to have them performed by affiliates or subcontractors.

§ 4 Prices and Payment

1. All prices are net plus statutory VAT and any other duties.
2. Payments are due immediately without deduction.
3. Recurring fees are billed in advance.
4. The Operator is entitled to automatically charge stored payment methods for subsequent periods.

1. Set-off or retention is only permitted with undisputed or legally established claims.

§ 5 Term, Renewal, Termination

1. Unless otherwise agreed, the minimum contract term is 12 months.
2. Contracts automatically renew for a further 12 months each, unless terminated in writing at least 90 days before expiry.
3. Early ordinary termination by the customer is excluded to the extent legally permissible.
4. In the event of early termination attributable to the customer, the remaining fee remains owed until the regular end of the contract.
5. Project services, custom solutions and individual developments are bindingly commissioned and not freely terminable, to the extent legally permissible.
6. The right to extraordinary termination for cause remains unaffected.

§ 6 Customer Cooperation Obligations

1. The customer ensures, at its own expense, all prerequisites for the provision of services.

1. Delays due to lack of cooperation extend deadlines appropriately.
2. Additional efforts are charged separately.
3. The customer is liable for employees, officers, agents, visitors and other third parties as for its own conduct.

§ 7 Retention of Title and Security Rights

1. All delivered goods, hardware, robotic systems, towers, cameras, sensors, accessories, software media and other contractual items remain the property of the Operator until full payment of all claims arising from the business relationship.
2. The customer must handle reserved goods carefully and insure them appropriately.
3. Resale, pledging, transfer by way of security or technical modification without written consent of the Operator are prohibited.
4. In the event of late payment or breach of contract, the Operator is entitled to demand return.

§ 8 Liability

1. The Operator is liable without limitation for intent, gross negligence, injury to life, body or health, and under mandatory statutory provisions.
2. For ordinary negligence, the Operator is only liable for breach of essential contractual obligations and limited to the contract-typical foreseeable damage.
3. Otherwise, liability is excluded to the extent legally permissible.
4. No guarantee of complete security is assumed.

§ 9 Indemnification

The customer indemnifies the Operator against third-party claims to the extent these arise from circumstances within the customer's sphere, in particular missing permits, unlawful use, data-protection breaches or faulty customer specifications.

§ 10 Data Protection

1. Personal data is processed in accordance with applicable data-protection law and the privacy policy.
2. Unless otherwise agreed, the customer remains the data controller for its sites, systems and data sources.

§ 11 Force Majeure

1. Cases of force majeure release the Operator from performance obligations for the duration and scope of the disruption.
2. These include in particular natural events, war, terrorism, cyber attacks, pandemics, strikes, energy failures, supply shortages, official measures or network outages.

§ 12 Intellectual Property

1. All software, algorithms, trademarks, logos, documentation, concepts, processes and content remain the exclusive property of the Operator or its licensors.
2. The customer receives only a non-exclusive, non-transferable right of use to the extent contractually required.

§ 13 Confidentiality

1. Non-public commercial, technical and operational information is to be treated as confidential.
2. Disclosure to third parties is permitted only with prior written consent, unless required by law.

§ 14 Applicable Law and Jurisdiction

1. The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. If the customer is a merchant, legal entity under public law or special fund under public law, the exclusive place of jurisdiction is Munich.
3. The Operator is also entitled to sue the customer at the customer's general place of jurisdiction.

§ 15 Amendments to these Terms

1. The Operator is entitled to amend these Terms with effect for the future where there is an objective reason.
2. Amendments are communicated to the customer in text form or by publication on darlot.co.

§ 16 Severability

1. Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected.
2. In place of the invalid provision, the permissible regulation that comes closest to the economic purpose shall apply.