General Terms and Conditions

1. Scope

These user terms apply to everyone who uses the Officeguru platform (the ”Platform”). The Platform is operated by Officeguru GmbH, VAT ID DE456633376 (the ”Company”). By registering, you confirm that you are acting in the course of your trade or independent professional activity and not as a consumer. Agreements via the Platform are concluded exclusively between businesses (B2B).

2. Registration and account

You must register on the Platform in order to use it. You must keep your contact details up to date. Otherwise, you cannot later claim that a message, invoice or payment reminder was not received. You are responsible for all actions taken through your profile.

3. Rights to the Platform

All intellectual property rights relating to the Platform belong to the Company. You may only use the Platform for your own business purposes.

4. Reference and marketing

You accept that the Company may use you as a reference and state that you are a customer in its marketing, in presentations and in the system.

5. Platform availability and liability

The Platform is provided with due care; uninterrupted availability is not owed.

The Company has unlimited liability for intent and gross negligence, for injury to life, body or health, and under the German Product Liability Act. In cases of slight negligence, the Company is liable only for the breach of material contractual obligations, limited to the foreseeable damage typical for this type of agreement. Any further liability in connection with the Platform is excluded, in particular for indirect and consequential loss such as loss of business or loss of profit.

6. Governing law and venue

Any dispute in connection with the use of the Platform is governed by German law. If you are a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive venue is Berlin.

7. Personal data

The Company is the data controller for the personal data processed when you register for and use the Platform, such as your name, contact details and usage data. The data is processed in order to create and administer your account, deliver and invoice services, communicate with you and comply with legal requirements. Processing is carried out in accordance with the General Data Protection Regulation (GDPR) and German law.

You have the right to access, rectification, erasure, restriction of processing and objection, and the right to lodge a complaint with the competent data protection supervisory authority. The full privacy policy, including purposes, legal bases, retention periods and your rights, is available here: officeguru.com/deu/en/cookie-and-privacy-policy.

8. Cookies

The Platform uses cookies. You can manage your cookies and read the cookie policy in force from time to time at officeguru.com/deu/en/cookie-and-privacy-policy.

1. Contractual basis and order of precedence

These general terms apply when you purchase a service through the Company (Officeguru GmbH, VAT ID DE456633376). Together with the user terms, the relevant service section and the accepted offer, they form the entire contractual basis. In the event of any conflict, the service-specific section takes precedence over these general terms. Your own purchasing or business terms do not apply; Officeguru's terms always take precedence.

Where a service is delivered by a partner (a ”Partner”), the agreement is concluded with the Company. The Company is your contracting party and invoices you, and the Partner performs the service on the Company's behalf. The offer states which Partner will perform the work.

2. Formation of agreements

An agreement becomes binding only when you have accepted a valid offer. An offer is based on the information you have provided and any site inspection. Work on public holidays is not included unless agreed in writing. Acceptance after an offer has expired, or acceptance on amended terms, is considered a new offer from you. The validity period of offers is set out in the relevant service section.

3. Long-term agreements

A long-term agreement is an agreement under which services are to be delivered for at least 2 consecutive months. The remuneration then covers all costs of performing the work, including wages, holiday and sickness, social security contributions, insurance, materials, management, supervision and administration. The notice period is set out in the relevant service section.

4. Your cooperation

You must provide access to persons, premises and areas and hand over any necessary keys and access cards to the extent required to deliver the services.

5. Prices and payment

Prices are stated in the offer and are in EUR exclusive of statutory VAT. If, exceptionally, no price has been agreed, settlement is made at customary rates (time-and-materials work). In the absence of an offer, driving in own vehicles is reimbursed at the officially fixed state rates, and parking is reimbursed at cost.

Payment must be made no later than 8 calendar days after the invoice date, unless otherwise agreed. Invoices are sent by e-mail, made available on your profile, or transmitted in an agreed electronic invoicing format. Under long-term agreements, services are generally invoiced every 14 days. The Company may require you to register a valid payment card and may charge amounts due to that card on the due date.

In the event of late payment, default interest accrues at the statutory rate, currently 9 percentage points above the German base rate (section 288(2) of the German Civil Code, BGB). In addition, the statutory lump sum of EUR 40.00 (section 288(5) BGB) is payable and will be credited against the costs of legal enforcement. After 3 reminders, the claim is referred for debt collection; the right to claim further damage caused by default is reserved.

If, after the agreement has been concluded, it becomes apparent that the Company's claim to payment is jeopardised by your inability to perform (section 321 BGB), the Company may suspend your profile, stop the work and require advance payment or security for future services. In the event of non-payment, a long-term agreement may be terminated upon written demand with 10 days' notice; the remuneration owed for the notice period then falls due immediately, less expenses saved.

A service fee of 3.99% of the invoiced services is payable to the Company on all completed transactions. If you require payment terms other than the standard terms, this may be agreed against an increased service fee. Prices may be adjusted once a year with effect from 1 January to the extent that the costs relevant to the service (in particular wages and materials) have developed accordingly. In the event of a price increase, you may terminate the affected agreement with effect from the date on which the increase takes effect.

6. Liability

Performance times are non-binding estimates unless expressly confirmed as binding in writing. For delays, the Company is liable only in accordance with this clause; in the event of material delay, you may terminate the affected agreement with prospective effect.

The Company has unlimited liability for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee given or of defects fraudulently concealed.

In cases of slight negligence, the Company is liable only for the breach of material contractual obligations, meaning obligations whose performance is essential to the proper execution of the agreement and on whose observance you may regularly rely. In such cases, liability is limited to the foreseeable damage typical for this type of agreement and, in total, to the insurance cover of the performing party; for the Company, this cover is currently EUR 1,350,000 (DKK 10,000,000) per event. Partners' cover may vary.

Any further liability is excluded; this applies in particular to indirect and consequential loss such as loss of business, loss of profit or reduced operations, except where liability is mandatory under the preceding paragraphs.

In the event of defects, the Company first has the right to cure (redelivery or repair). If cure fails within the deadlines set out in the relevant service section, you may terminate the affected agreement with prospective effect; your statutory rights remain unaffected within the scope of this clause.

7. Rights to the deliverables

The Company is granted all exclusive rights of use in the work results, unlimited in time, territory and content, including registered and unregistered intellectual property rights.

8. Force majeure

In the event of circumstances beyond the control of the Company or the Partner, such as power failure, IT breakdown, storms, natural disasters, pandemic, war, strikes or frost, deliveries may be postponed or cancelled. Force majeure affecting a Partner is treated as force majeure affecting the Company, which, however, has at least 14 days to find an alternative delivery at the same price, if one is available.

9. Guru Credits and loyalty programme

Guru Credits can be earned by, among other things, entering into long-term agreements (”Loyalty Agreements”) and used as partial payment for one-off services in the Officeguru Marketplace. 1 credit = EUR 1, is applied before VAT and service fee, is valid for 12 months from allocation and is used on a first-to-expire basis. Credits cannot be exchanged for cash, transferred or used outside the platform, and the balance cannot become negative.

A Loyalty Agreement is binding for its entire term and cannot be terminated unilaterally before expiry, unless otherwise agreed in writing. The agreement renews automatically for a new period of the same length on the terms applicable at that time, unless you terminate it in writing before expiry. We send a reminder no later than 30 days before expiry with information about the renewal, the period, the credit allocation and the price.

You may only exit early in the event of insolvency or restructuring proceedings, permanent relocation to a location where the service cannot be delivered, or permanent closure of your business. In that case, the Company may set off the value of allocated credits and benefits, calculated as at the time of allocation. The Company may adjust or revoke credits in the event of error, misuse or termination, and may amend or close the programme without affecting current Loyalty Agreements.

10. Governing law and venue

Any dispute arising from or in connection with agreements governed by these terms is governed by German law. If you are a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive venue is Berlin.

Lunch catering and the delivery of food, coffee, drinks and fruit.

1. Offers and term of the agreement

Offers are valid for 90 days. Lunch agreements are, as a general rule, long-term agreements (at least 2 consecutive months), unless otherwise agreed. Menus and prices are shown on the platform. Meeting catering etc. must be ordered no later than 10:00 a.m. two days before the requested delivery, unless otherwise agreed in writing with the Partner.

2. Changes to the fixed number

These rules govern permanent changes to the daily number in your ongoing lunch agreement.

• You may permanently reduce the fixed number until 2 business days before 10:00 a.m., but by no more than 25% at a time.

• A permanent reduction of more than 25% requires the agreement's notice period and takes effect no earlier than after any agreed minimum period.

• You may increase the fixed number until 2 business days before 10:00 a.m. The Partner will, as far as possible, also accommodate orders placed after the deadline.

During holiday periods (the 3 days before Easter, the Friday after Ascension Day, the month of July, the period between Christmas and New Year, and selected closing days), the number may be freely reduced, or delivery paused, by notice in the platform no later than 14 days in advance. In addition, delivery may be paused for one week up to twice a year by notice no later than 3 weeks in advance.

3. Delivery

The delivery time is shown on the platform. In the event of delay, the Partner will inform you as soon as possible.

• Delay of more than 45 minutes: you do not pay for the transport.

• Delay of more than 60 minutes: you do not pay for the food.

4. Handling of food and tableware

You are responsible for setting up and clearing away, unless otherwise agreed in writing. After lunch, you rinse the used tableware for food-hygiene reasons; the driver collects it at the next delivery.

• If tableware is returned unrinsed: a fee of EUR 30 excl. VAT.

• If tableware is not packed properly despite a reminder: a repacking fee of EUR 30 excl. VAT.

• If tableware is damaged at your premises: invoiced at cost price plus 20% handling.

5. Change of kitchen

You may change to a new kitchen in the platform by written notice of the current week plus 7 days.

6. Food safety

The Partner transports the food from the kitchen no earlier than 10:00 a.m., so that the three-hour rule is not exceeded before 1:00 p.m. at the earliest. The Partner passes on any recall of food products without delay and operates its business lawfully and with the required permits.

7. Complaints

Complaints regarding food must be made immediately and no later than 1 calendar day after delivery. If you do not complain in time, you lose the right to invoke the defect. The Partner is entitled to remedy the defect by redelivery.

8. Termination

Long-term lunch agreements may be terminated in writing with 1 month's notice to the last day of a month, however no earlier than upon expiry of any trial period or fixed agreement period. A change of lunch partner takes place with notice of the current week plus 7 days.

9. À la carte

The following applies specifically to the "À la carte" contract type and supplements 1-7 above, except where expressly deviated from.

The start date is at the earliest the coming Monday, but no sooner than 1 week from setup. There is no minimum commitment period; you may remove all Partners from your arrangement at any time.

You choose which Partner delivers on which weekdays. Adding or removing a Partner for a given weekday must be done at least 1 week in advance; the change takes effect on the same weekday the following week.Orders can be placed, changed or cancelled up until the ordering deadline shown on the Platform for the relevant delivery day. After this, the order is binding.

On a day where at least one order has been placed, a minimum amount applies to that day's total orders. If the total falls below the minimum amount, you will be charged the difference. If no order has been placed on a given day, no minimum amount is charged. The applicable minimum amount is shown on the Platform. If a Partner is removed from rotation for a given day, any orders already placed for that day are cancelled.

The delivery fee is set per agreement, may vary by location, and is shown on the Platform at all times. It is paid by you, not by the individual employee. Dietary type and allergens are shown for each dish.

Cleaning, window cleaning and caretaker services.

1. Offers and term of the agreement

Offers are valid for 90 days. Cleaning agreements are, as a general rule, long-term agreements (services for at least 2 consecutive months), unless otherwise agreed.

2. Changes and additional services

If you require additional services, you request an updated offer, which must be accepted. If work has been ordered without a prior offer, it is settled at the applicable prices.

If hidden or unforeseen conditions emerge that make the task larger than anticipated, the performing party is entitled to additional payment. If the task grows by more than 50% of the original scope, or requires skills outside the ordinary, the agreement may be terminated without liability for damages.

3. Cancellation

If you cancel earlier than 30 days before the agreed performance date, 10% is payable. If you cancel later than 30 days before, 25% is payable. Documented, non-cancellable purchases of materials are added to this. You remain free to prove that no damage, or substantially less damage, was incurred; the Company remains free to prove greater damage.

4. Place of performance

The work is performed at your registered address, unless otherwise agreed. If it is to be performed elsewhere, you state this when requesting the offer.

5. Materials and notifications

We aim to use the most appropriate and environmentally friendly cleaning products, including Nordic Swan Ecolabelled products, and to notify you of any irregularities observed or necessary repairs or replacements.

6. Temporary staffing and office assistant services

If the Company or a Partner makes an employee available to you, and you permanently employ that employee during the engagement or within 3 months after the agreement has ended, you pay a recruitment fee of 20% of the employee's annual salary. The fee is reduced proportionately according to the duration of the preceding assignment and falls due in accordance with the applicable payment terms.

7. Complaints

You must complain immediately and no later than 7 calendar days after you discovered, or ought to have discovered, a defect. If you do not complain in time, you lose the right to invoke the defect. Defects for which the performing party is responsible are inspected no later than 14 days after the complaint, and remediation is commenced no later than 6 weeks after your notification. If material defects have not begun to be remedied within that deadline, or have not been finally remedied no later than 14 days thereafter, you may terminate the agreement with prospective effect.

8. Termination

Long-term cleaning agreements may be terminated by either party in writing with 3 months' notice to the last day of a month, however no earlier than upon expiry of any trial period or fixed agreement period.

9. Liability (supplements the General Agreements terms)

No compensation is paid for changes to your existing installations where this is due to their being worn or in poor condition; mandatory liability under clause 6 of the General Terms remains unaffected.

Trade and construction services, events, corporate gifts, and temporary staffing and office assistant services.

1. Validity of offers

• Trade and construction services: 90 days.

• Events: 30 days.

• Corporate gifts: 30 days and only while stocks last.

• Other services: 30 days.

Construction services are not performed on an estimate or on a time-and-materials basis unless agreed in writing (see, however, additional services below).

2. Changes and additional services

If you require additional services, you request an updated offer, which must be accepted. If work has been ordered without a prior offer, it is settled at the applicable prices; for construction services, additional services are treated as work performed at the lowest cost on a time-and-materials basis.

If hidden or unforeseen conditions emerge during construction or service work that make the task larger than anticipated, the performing party is entitled to additional payment. If the task grows by more than 50%, or requires skills outside the ordinary, the agreement may be terminated without liability for damages.

3. Cancellation

Trade and construction

Earlier than 30 days before the agreed performance date: 10%. Later than 30 days before: 25%. Documented, non-cancellable purchases of materials are added to this.

Events

• More than 60 days before: free of charge.

• Between 15 and 60 days before: 50% of the offer price.

• Less than 15 days before: 100% of the offer price.

Corporate gifts

May only be cancelled against payment of 100% of the offer price.

For all of the above cancellation charges: you remain free to prove that no damage, or substantially less damage, was incurred; the Company remains free to prove greater damage.

4. Performance and delay

The work is performed at your registered address, unless otherwise agreed. Times stated in offers and order confirmations are estimates, not binding delivery times. If a delay is due to circumstances on your side, the delivery time is postponed accordingly. If a construction or service delivery is delayed by more than 4 weeks (weather conditions affecting outdoor work are not counted), you may terminate the affected order with prospective effect and without any right to damages.

5. Events: special terms

Kitchen facilities must be made available for ongoing and final cleaning and for packing equipment and glassware. If this is not possible, you must state so in advance, and an additional cost may be included. Offers include ongoing washing of glassware etc., unless otherwise agreed.

No compensation is paid for damage to floors, walls or furniture caused by spilled cocktails, beer or ingredients, except where liability is mandatory under clause 6 of the General Terms. It is the organiser's responsibility to take this into account when positioning the bar and the event. Damage to the Company's or the Partner's equipment caused by guests is charged to you.

6. Temporary staffing and office assistant services

If the Company or a Partner makes an employee available to you, and you permanently employ that employee during the engagement or within 3 months after the agreement has ended, you pay a recruitment fee of 20% of the employee's annual salary. The fee is reduced proportionately according to the duration of the preceding assignment and falls due in accordance with the applicable payment terms.

7. Complaints

You must complain about faults and defects immediately and no later than 7 calendar days after you discovered, or ought to have discovered, them. If you do not complain in time, you lose the right to invoke the defect. For construction and service work, defects are inspected no later than 14 days after the complaint, and remediation is commenced no later than 6 weeks after your notification. If material defects have not begun to be remedied within that deadline, or have not been finally remedied no later than 14 days thereafter, you may terminate the agreement with prospective effect. For corporate gifts, you complain directly to the Partner in accordance with the Partner's complaint terms, however via the platform.

8. Termination of long-term agreements

Long-term agreements may be terminated by either party in writing with 3 months' notice to the last day of a month, however no earlier than upon expiry of any trial period or fixed agreement period.

9. Liability (supplements the General Agreements terms)

No compensation is paid for changes to your existing installations where this is due to their being worn or in poor condition, and no compensation is paid for functional damage caused by the mounting or dismounting of items. Mandatory liability under clause 6 of the General Terms remains unaffected.