General Terms and Conditions.

Preamble

The Provider renders qualified advisory and professional services in the fields of Darlot Security: autonomous security systems, AI video analytics, mobile security towers, patrol robots. Services are rendered on the basis of individual mandates, order confirmations or engagement letters; these General Terms and Conditions form the contractual framework unless otherwise agreed in the individual case. They reflect the service-specific character of the engagement — what is owed is the professional performance of the agreed activity, not a particular outcome.

§ 1 Scope and Contracting Parties

1. These General Terms and Conditions (hereinafter the "Terms") apply to all contracts for advisory, consulting, coaching, training, conception, analysis and other professional services between Quarero Robotics Deutschland GmbH (hereinafter the "Provider") and the principal (hereinafter the "Customer").
2. The Terms apply both to consumers within the meaning of § 13 of the German Civil Code (BGB) and to entrepreneurs within the meaning of § 14 BGB. Where provisions apply only to one of these groups, this is indicated. The primary target group is business customers.
3. Diverging, conflicting or supplementary terms of the Customer do not become part of the contract unless the Provider expressly consents to their validity in writing. This also applies where the Provider, with knowledge of diverging terms, renders the service without reservation.
4. In the event of conflicts between these Terms and an individual engagement letter or order confirmation, the individual agreement shall prevail.

§ 2 Subject Matter — Service without Guarantee of Success

1. The subject matter of the contract is the advisory and professional services described in the engagement letter, the order confirmation or another individual mandate.
2. The contract is a service contract within the meaning of §§ 611 et seq. BGB. The Provider owes the professional performance of the agreed activity in accordance with the recognised state of the respective discipline; a specific economic, legal or other outcome is expressly not owed.
3. The Provider is entitled to determine freely which persons are deployed to render the services, provided their professional qualification matches the agreed activity. The Customer has no claim to performance by a specific named person, unless a named assignment has been expressly agreed.
4. The Provider does not render legal services within the meaning of the German Legal Services Act (RDG), nor tax advice within the meaning of the Tax Advisory Act (StBerG), nor investment advice within the meaning of the Securities Trading Act (WpHG), unless expressly agreed otherwise and correspondingly qualified persons are deployed.

§ 3 Conclusion of Contract

1. Offers, cost estimates and service descriptions of the Provider are non-binding unless expressly marked as binding.
2. The contract is concluded by matching declarations of intent — typically by acceptance of an engagement letter, by express order confirmation or by commencement of the service activity at the Customer's request.
3. The Provider reserves the right to refuse mandates without giving reasons, in particular in cases of conflicts of interest, well-founded doubts as to the identity or solvency of the Customer, suspicion of money laundering or sanctions breaches, or in mandates that are incompatible with the professional or ethical principles of the Provider.
4. The Provider is entitled, prior to commencement of the activity, to carry out identification and due-diligence obligations under the German Anti-Money-Laundering Act (GwG) as well as a conflict check.

§ 4 Customer Cooperation Obligations

1. The Customer makes available to the Provider all information, documents and access required for the rendering of services, in a timely, complete and accurate manner.
2. The Customer names a responsible contact person with sufficient decision-making authority and ensures their availability to the agreed extent.
3. Delays, additional efforts or defective results attributable to a breach of cooperation obligations shall not be borne by the Provider. The Provider is entitled to invoice resulting additional effort at the agreed hourly rates — failing that, at customary market rates.
4. The Customer warrants that the information, data and documents made available to the Provider are free of third-party rights, or that the Customer holds the rights required for use within the mandate.

§ 5 Remuneration and Payment

1. The remuneration agreed in the engagement letter or order confirmation shall apply. This may be agreed as a fixed fee, as a time-based fee at hourly rates, as a retainer or as a combination of these models. All fees are denominated in euros plus statutory VAT and any disbursements.
2. Disbursements, travel, accommodation and other project-related expenses are invoiced separately; travel time is remunerated at the agreed hourly rates unless otherwise agreed.
3. The Provider is entitled to demand an advance payment of an appropriate amount — typically 30 % of the expected total remuneration. For longer-term mandates, billing is monthly or by agreed milestones.
4. Invoices fall due for payment within 14 days of receipt without deduction. If a business Customer falls into default of payment, default interest of nine percentage points above the base rate is owed (§ 288 (2) BGB), as well as the flat fee under § 288 (5) BGB. Vis-à-vis consumers, the statutory provisions apply.
5. In the event of default, the Provider is entitled to suspend further performance until full settlement of outstanding receivables. Any resulting delays shall not be borne by the Provider.

§ 6 Place of Performance and Subcontractors

1. Services are rendered, at the Provider's discretion, at the Provider's place of business, at the Customer's seat, at a location agreed with the Customer, or remotely. The Provider is entitled to use suitable electronic communication and collaboration tools.
2. Dates and deadlines are non-binding indicative values unless expressly agreed as binding. Binding dates presuppose timely performance of all Customer cooperation obligations.
3. The Provider is entitled to deploy employees, freelance staff, subcontractors and external experts for the rendering of services. The Provider is responsible for professional performance; the Customer's prior consent to the deployment of specific subcontractors is not required.

§ 7 Confidentiality

1. The contracting parties undertake to treat confidentially all confidential information of the other party obtained in connection with the mandate, to use it exclusively for the purposes of the mandate and not to pass it on to third parties without prior written consent. This obligation continues after termination of the contractual relationship.
2. Exempt is information that demonstrably (a) is or becomes publicly known without the breach of any party, (b) was lawfully known to the receiving party before the start of the mandate, (c) was obtained from third parties without obligation of confidentiality, or (d) must be disclosed by virtue of statutory, official or judicial order.
3. The Provider is entitled to mention the existence of the business relationship in anonymised form (industry, size class, type of mandate) for reference purposes, unless expressly agreed otherwise. A reference by name shall only be made with the Customer's prior consent.
4. Subcontractors and deployed experts shall be bound to confidentiality by the Provider in the same manner.

§ 8 Exclusion of the Right of Withdrawal

1. For service contracts with consumers concluded by way of distance selling or outside business premises, the statutory right of withdrawal lapses upon full performance of the service pursuant to § 356 (4) BGB, where the Provider has commenced performance of the contract after (a) the consumer has given express consent and (b) at the same time confirmed knowledge that the right of withdrawal will lapse upon full performance.
2. The Customer, by placing the order, expressly requests the immediate commencement of performance and confirms having received notice in text form, prior to conclusion of the contract, of the foregoing consequence — lapse of the right of withdrawal upon full performance. These declarations are obtained separately in the order process or the engagement letter.
3. To the extent the right of withdrawal has not already lapsed pursuant to paragraph 1, the consumer shall, in the event of withdrawal after commencement of performance, pay the Provider an amount corresponding to the share of the services rendered up to withdrawal in relation to the total scope of the contractually agreed services (§ 357a (2) BGB).
4. Vis-à-vis entrepreneurs within the meaning of § 14 BGB, no right of withdrawal exists in any event.

§ 9 Exclusion of Cancellation and Refund

1. A voluntary cancellation of the mandate or a voluntary refund of fees already paid is excluded. Services already rendered shall in any event be remunerated.
2. Where fixed fees have been agreed, the Provider retains the full fee insofar as it has already performed the service in full. Where the service has been performed in part, the Provider is entitled to the pro-rata fee for the activity rendered, plus reimbursement of expenses; advances already paid shall not be refunded to the extent they have been absorbed by services rendered.
3. In the event of a short-notice cancellation of agreed appointments — within 48 hours before the agreed date — the Customer owes a cancellation flat fee of 100 percent of the fee or corresponding time-based fee agreed for the appointment.
4. The right of extraordinary termination for cause (§ 11 of these Terms) remains unaffected.

§ 10 Defects and Disturbances

1. Defects in the service rendered must be notified to the Provider without undue delay, at the latest within fourteen days of becoming aware, in text form, specifying the concrete defect. For business Customers, § 377 of the German Commercial Code (HGB) applies accordingly.
2. In the case of a justified and timely notice of defect, the Provider shall remedy the defect to the extent required, free of charge. Should remediation fail, the Customer may, after fruitless expiry of a reasonable grace period, reduce the agreed fee on a pro-rata basis; any further right of rescission and damages claims shall only exist within the scope of statutory provisions and subject to the liability regime in § 12.
3. No liability for defects exists insofar as complaints are based on incorrect, incomplete or delayed information from the Customer, on a breach of cooperation obligations or on subsequently changed framework conditions.
4. Consumer-specific defect rights remain unaffected to the extent mandatorily required by law.

§ 11 Term, Termination and Rights of Use

1. Term and ordinary termination. Mandates are agreed for a fixed term, on a project basis or as an ongoing service relationship. Ongoing service relationships may be terminated ordinarily by either party with one month's notice to the end of the month, unless otherwise agreed. Project-based mandates end upon full performance of the agreed service.
2. Extraordinary termination. The right of extraordinary termination for cause (§ 626 BGB by analogy) remains unaffected for both contracting parties. In the case of extraordinary termination attributable to the Customer, the Provider retains the right 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 Customer receives a simple, non-transferable and non-sublicensable right of use in the work results produced within the mandate, limited to the Customer's internal purposes as defined in the mandate. All rights beyond that — in particular reproduction, distribution, making available to the public, modification and commercial exploitation vis-à-vis third parties — remain with the Provider and require a separate written agreement.
4. Pre-existing know-how, methods, tools, templates, models and other auxiliary materials of the Provider remain its exclusive property; the Provider is entitled to use them for other mandates. The Provider is further entitled to freely use general findings, methodological and industry experience gained in the course of the mandate, to the extent this is possible without disclosure of confidential Customer data.
5. Prior to full payment of the agreed fee, the Customer has no right of use in the work results. Early use is prohibited.

§ 12 Liability

1. The Provider is liable without limitation for intent and gross negligence, as well as under the provisions of the Product Liability Act.
2. For slight negligence, the Provider is only liable for breach of material contractual obligations (cardinal obligations), the fulfilment of which is essential to the proper performance of the contract and on whose observance the Customer may regularly rely. In such cases, liability is limited in amount to the contract-typical foreseeable damage, in any case capped at the net fee agreed in the mandate, failing that at the fee paid to the Provider for the mandate in question during the previous twelve months.
3. Liability for damages arising from injury to life, body or health remains unaffected.
4. Any further liability — in particular for lost profits, savings not realised, consequential damages, indirect damages, reputational damage or third-party claims — is excluded to the extent permitted by law.
5. Recommendations, assessments, forecasts, evaluations and strategy 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, success, returns, market developments or procedural outcomes.

§ 13 Special Provisions for Business Customers

1. Vis-à-vis entrepreneurs, withdrawal and cancellation are entirely excluded. Services already rendered shall in any event be remunerated.
2. Rights of set-off and retention are available to the business Customer only insofar as its counterclaims are undisputed or have been finally established by judgment.
3. The business Customer indemnifies the Provider, in the internal relationship, against all third-party claims that result from inaccurate, incomplete or delayed information by the Customer, from a breach of its cooperation obligations or from a contract-breaching use of the work results.

§ 14 Data Protection

Personal data of the Customer — including data collected to fulfil identification and due-diligence obligations under anti-money-laundering law — is collected and processed exclusively within the framework of statutory provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Where the Provider processes personal data on behalf of the Customer in the course of mandate execution, the parties shall enter into a separate data processing agreement pursuant to Art. 28 GDPR. Details are governed by the Provider's privacy policy at https://darlot.co/en/privacy.

§ 15 Dispute Resolution

1. The European Commission provides a platform for online dispute resolution (ODR), 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 body.

§ 16 Final Provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. For consumers, this choice of law applies only to the extent that protection granted by mandatory provisions of the law of the state in which the consumer has its habitual residence is not withdrawn.
2. The exclusive place of jurisdiction for all disputes arising from this contractual relationship with business Customers is Stuttgart. The Provider is also entitled to sue at the Customer'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. In place of the invalid or unenforceable provision, the statutory regulation shall apply.
4. Amendments and supplements to these Terms as well as to individual mandate agreements require text form. This also applies to the waiver of the text-form requirement itself.