1. Application

The general terms and conditions (the "Terms") in the latest version applicable at all times apply to all customers who have made an agreement with Officeguru A/S, Company Registration No. 33 07 06 91 (the "Company") regarding the delivery of services, goods, etc. by the Company and its Partners, ordered via an online platform called "Officeguru" (the "Platform"), to the Company's customers ("Customers"), whether delivered by the Company itself or by Partners.

Together with the Company's and/or Partner's offers, including updated offers, and the Partner's own terms and conditions (if any), these Terms form the entire contractual basis for the sale and delivery of services by the Company to the Customer.

In the event that the Customer has general terms and conditions, purchase conditions, etc., these Terms shall always take precedence.

1.1 Systematik

The Terms apply to all agreements, with the special provisions applying to the individual categories listed below, which only apply to agreements within the relevant specialist areas:

"Enterprise": Contractors and other craft businesses, including carpenters, plumbers, electricians, bricklayers, etc.
"Service": Cleaning, window cleaning, janitors, Piccolo/Piccoline, temp work and other services.
"Foodstuffs": Delivery of foodstuffs, including coffee and fruit arrangements.
"Events"
"Corporate Gifts"
"Breakfast Arrangements"

‍

2. Entering into Agreements

The Terms cover all agreements between the Company and the Customer. Agreements are made primarily by usual correspondence or via the Platform.

The Terms also cover all agreements between the Company's Partners ("Partners") and the Customer ("Partner Agreements"). In this case, the agreement will continue to be administered through the Platform and the Terms shall apply, with the change that the contracting party is not the Company but an agreement entered into directly with the Partner in question. In the case of Partner Agreements, the offer will indicate that it is a Partner Agreement.

An order is only considered accepted and thereby binding for the Company when a valid offer from the Company or Partner has been accepted.

An offer is valid for the following periods, after which it expires:

Enterprise: 90 days
Service: 90 days
Foodstuffs: 90 days
Events: 30 days
Corporate Gifts: 30 days, but only while stocks last.
Other: 30 days

An offer is based on all known conditions provided by the Customer and – in relation to Enterprise and Service – possibly inspected.

An offer does not include work on public holidays, unless otherwise expressly agreed in writing between the Company/Partner and the Customer.

Acceptance of the offer after the offer has expired, or acceptance on terms inconsistent with the offer, shall be considered a new offer by the Customer.

Enterprise agreements are not entered into for the performance of work in estimates or on invoice unless otherwise expressly agreed in writing, cf. however section 3.

A long-term agreement must be understood as an agreement where the services must be performed for a minimum of 2 consecutive months ("Long-Term Agreements"). Agreements entered into within Service and Foodstuffs must generally be regarded as Long-Term Agreements, unless otherwise agreed.

Long-Term Agreements can be terminated with the notice period set out in the Terms, unless otherwise expressly agreed in writing.

‍

3 Changes, Additional Services and Cancellation

3.1 Changes and Additional Services

If the Customer wishes to acquire additional services ("Additional Services"), the Customer must request an updated offer for the Additional Services. The updated offer must be submitted and accepted.

To the extent that the work has been ordered but an offer has not been submitted or accepted prior to its execution, the Additional Services will be settled according to the prices applicable at any time. If the Additional Services relate to an Enterprise, the Additional Services will be considered an agreement for the cheapest execution in terms of cost.

3.1.1 Especially regarding Enterprise and Service

If, in connection with the execution of the work, hidden and/or unforeseen circumstances ("the Circumstances") are found which result in the scope of the work being more extensive than originally assumed, the Company is entitled to additional remuneration.

If, as a result of the Circumstances, the scope of the agreement exceeds 50% of the original agreement, or if the Circumstances require work to be carried out that is outside the usual competences of the Company's employees or the relevant Partner, the Company and/or the relevant Partner are entitled to cancel the agreement, without the Customer being able to claim damages against the Company or the Partner as a result.

3.2 Cancellation and Right of Withdrawal

Deliveries or partial deliveries can be cancelled under the following conditions:

3.2.1 Enterprise

In the event of cancellation earlier than 30 calendar days before the agreed execution, a cancellation fee of 10% is payable, plus any non-cancellable material costs purchased for the task.

In the event of cancellation later than 30 calendar days before the agreed execution, a cancellation fee of 25% is payable, plus any non-cancellable material costs purchased for the task.

3.2.2 Service

In the event of cancellation earlier than 30 calendar days before the agreed execution, a cancellation fee of 10% is payable, plus any non-cancellable material costs purchased for the task.

In the event of cancellation later than 30 calendar days before the agreed execution, a cancellation fee of 25% is payable, plus any non-cancellable material costs purchased for the task.

3.2.3 Foodstuffs

Cancellation of a single delivery is free of charge for Foodstuffs, provided cancellation is made no later than 2 working days before and before 10:00, directly with the Partner via the Platform.

3.2.4 Events

Cancellation earlier than 60 calendar days before a planned event can be done without charge.

In the event of cancellation later than 60 calendar days, but earlier than 15 calendar days before a planned event, 50% of the offer price is payable.

In the event of cancellation later than 15 calendar days, but earlier than 5 calendar days before a planned event, 100% of the offer price is payable.

3.2.5 Corporate Gifts

Cancellation can only be made against payment of 100% of the offer price.

4. The Platform and the Company's and/or Partner's Services

The services will be performed and/or delivered by either:

a) The Company's employees or direct subcontractors or suppliers ("Employees of the Company"); or
b) Partners, or their direct subcontractors or suppliers.

4.1 Timing and Delay

The services are performed or delivered in accordance with the agreement as stated in the offer in the latest updated version ("Estimated Delivery Time"), for Enterprise and Service, taking into account that the work is carried out in a professional manner and without significant errors and defects.

To the extent that the time of acceptance of the offer causes the Estimated Delivery Time to be postponed, the Company and/or the Partner will update the offer.

The Company's services are delivered as a starting point at the time stated in the offer, of which the latest updated version shall take precedence. The times stated in the offer or order confirmation must be considered as time estimates and shall not in any case be considered a binding agreement on the execution of the work within a given time.

4.1.1 Especially regarding Enterprise and Service:

To the extent that the work is delayed due to the Customer's circumstances, including refusal to allow the work to be carried out, lack of access to relevant premises, or failure to provide information about the scope of the work, the Company and/or the Partner are entitled to postpone the Estimated Delivery Time accordingly.

If the Company's delivery is delayed by more than 4 weeks from the Estimated Delivery Time – weather conditions (to the extent that work must be carried out outdoors) not being taken into account – the Customer may, with effect for future services, cancel the agreement for the specific order(s) affected by the delay, without the Customer being able to make compensation claims against the Company, the subcontractor or the Partner as a result.

4.2 Execution of the Work

Unless otherwise agreed, the work is carried out as a starting point at the Customer's address as registered in the Customer's profile on the Platform.

If the work is to be carried out at an address other than the registered address, the Customer must provide this address in connection with the request for a quote.

4.3 Suspension of the Company's and/or Partner's Services

The Company and/or the Partner is entitled to suspend its services and stop all work in the event that the Customer has not paid due invoices, including interest and costs, after receipt of the third reminder, or to the extent that the Customer has not provided the required deposit for the Company's and/or Partner's services upon request.

4.4. Special Conditions

In addition to the general conditions, the following special conditions apply:

4.4.1 Lunch Catering

4.4.1.1 Menu

Der Partner liefert die vereinbarte Menüzusammenstellung wie in der Plattform angegeben.

4.4.1.2 Prices

The price for the agreed services is stated on the Platform.

4.4.1.3 4 Number and Changes

The number of portions/covers is calculated based on the number stated on the Platform.

The Customer can reduce the number up to 2 working days before and before 10:00, however by a maximum total of 25%, unless otherwise agreed in writing with the Partner.

The Customer may not reduce the number by more than 25% with the notice of termination applicable to the agreement, at the earliest with effect after any agreed minimum contract period.

Customers can increase the number up to 2 working days before and before 10:00.

The Partner is obliged to accommodate additional orders arriving after the deadline to the best of their ability.

During holiday periods – i.e. 3 days before Easter, the Friday after Ascension Day, the month of July, and between Christmas and New Year, as well as on the Company's selected closing days – the number can be freely adjusted downwards as desired, or delivery can be paused. This must be announced on the Platform no later than 14 days in advance.

Delivery can be paused for one week up to 2 times per year. This must be announced on the Platform no later than 3 weeks in advance.

The Customer must order meeting catering etc. no later than 10:00 two days before the desired delivery, unless otherwise agreed in writing with the Partner.

4.4.1.4 Delivery

A delivery time is agreed and stated on the Platform.

If there are delays in delivery, the Partner must inform the Customer as soon as possible.

If delivery is delayed by more than 45 minutes, the Customer is not required to pay for transport.

If delivery is delayed by more than 60 minutes, the Customer is not required to pay for the food.

4.4.1.5 Handling the Lunch

The Customer is responsible for setting up and clearing away the food themselves, unless otherwise agreed in writing. After lunch, used crockery is rinsed by the Customer (requirement from the relevant food safety authority), which is collected by the driver with the next delivery.

If the Customer returns service that has not been rinsed, a fee of EUR 35 excl. VAT will be invoiced.

4.4.1.6 Handling of Crockery

The Customer must pack used crockery properly so that no damage occurs to dishes, bowls, etc. If the Customer does not comply with this, a reminder is sent. If this is still not complied with, the Partner is entitled to invoice a repackaging fee of EUR 35 excl. VAT.

If crockery is damaged at the company, this will be invoiced at the purchase price + 20% for handling. It is the Partner's responsibility to inform the Customer about this.

4.4.1.7 Change of Kitchen

The Customer can switch to a new kitchen on the Platform with a written notice of the current week + 7 days.

4.4.1.8 Liability and Breach

The Partner is obliged to transport the food from the kitchen no earlier than 10:00, so the Customer can expect the 3-hour rule to be reached at the earliest at 13:00.

The Partner undertakes to pass on any food recalls to both affected companies without undue delay. The Partner also confirms that they operate their business legally and with all required licences.

4.4.2 Events

Kitchen facilities must be available to allow for the ongoing and final cleaning and packing of equipment and glasses brought to the venue. If this is not possible, this must be stated in advance, and additional costs for the event may be expected to be included in the price.

The offer includes the regular washing of glasses, etc., unless otherwise agreed.

The Company cannot be held responsible for damage to floors, walls or furniture caused by spilled cocktails, beer or ingredients.

It is the organiser's responsibility to take this into account when specifying the bar and the event venue.

If damage to the Company's or Partner's equipment occurs as a result of negligent or intentional actions by guests, the costs of replacement will be charged to the Customer.

4.4.3 Service – Piccolo/Piccoline, Temp Services and Similar

Piccolo/Piccoline services must be understood as services where the Company or a Partner makes an employee available to the Customer for an ongoing or limited period.

If the Customer, within a period of up to and including 3 months after the termination of the agreement, permanently employs the employee in question who has been supplied as a Piccolo/Piccoline/Substitute or equivalent, the Company is entitled to a recruitment fee equivalent to 20% of the employee's annual salary at the Company or its Partner.

The recruitment fee is payable within the applicable payment terms for the Customer.

5. Long-Term Agreements

A long-term agreement must, unless otherwise agreed, be understood as a service or temp agency agreement where the services must be performed for a minimum of 2 consecutive months.

For long-term agreements, the following additionally applies:

5.1 Subject of the Work

The agreement covers the work or deliveries listed in the offer.

5.2 Scope of Remuneration

The remuneration includes all costs associated with the execution of the work, including salary, holiday and sick days, ATP, accident insurance, materials, liability insurance, management, inspection and administration.

5.3 Notifications

It is the aim to notify the Customer of all irregularities, detected necessary repairs/renewals, etc.

5.4. Materials

It is the aim to use only the most appropriate and environmentally sound cleaning agents and cleaning agents bearing the Nordic Swan ecolabel.

5.5 BTermination or Change of Partner

The agreement takes effect when the Customer has approved the offers on the Platform.

If the agreement is entered into as an ongoing arrangement, the Customer can terminate the agreement with 3 months' notice to the last day of the month. With the exception of lunch catering, which can be terminated with 1 month's notice to the last day of the month.

If the Customer chooses to switch to a new lunch Partner on the Platform, this can be done with a current week + 7 days' notice.

Unless otherwise agreed, Long-Term Agreements can be terminated in writing by either party with 3 months' notice to the end of a month, but at the earliest at the end of any agreed trial period or fixed contract period.

5.6 Administration

On all successful transactions, the Customer pays the Company a Service Fee of 3.99% of all invoiced services for the transaction in question. If the Customer wishes to use payment terms other than the standard terms, this can be arranged subject to a higher Service Fee. Read more about our Service Fee here.

‍

6 Prices and Payment Terms

The price for the products and services is as stated in the offer.

If – in exceptional cases – the price has not been agreed, payment will be made according to the rates customarily applicable, determined with consideration to time spent, etc.

All prices are in EUR excluding VAT, unless otherwise stated in the agreement or the offer.

If no offer has been entered into, travel by the Company's, Subcontractor's and/or Partner's employees in their own vehicles in connection with the performance of services will be reimbursed by the Customer at the rates set by the state.

If no offer has been entered into, parking expenses will be reimbursed on a one-to-one basis.

Unless separate payment terms have been agreed, payment must be made no later than 8 calendar days from the date of invoice issuance (the "Due Date"). For Long-Term Agreements, services are generally invoiced and settled every fourteen days.

Unless otherwise agreed, invoices are sent by email to the address provided by the Customer or uploaded to the Customer's profile. The Company may also offer invoicing via EAN invoice or supplier services.

The Company may require registration of a valid payment card. Unless otherwise agreed, the Company is entitled, but not obliged, to collect the invoice amount automatically from the registered payment card on the Due Date.

In the event of missing or late payment, interest of 2.5% per commenced month will be added from the Due Date, unless otherwise stated in the agreement or the issued invoice.

A reminder fee of EUR 15.00 will be charged per reminder letter, up to a maximum of EUR 40.

If payment is not made after 3 reminders, the claim will be handed over to debt collection.

In the event of missing payment – or if the Company, at its sole discretion, suspects lack of payment ability – the Company is entitled to suspend the Customer's profile on the Platform, and the Company is further entitled to stop future work and make it conditional upon the provision of a deposit for upcoming services.

In the event of missing payment, the Company and/or the Partner is entitled to terminate a Long-Term Agreement in writing with 10 days' notice. Upon termination, the Customer's remaining payments for the entire notice period will fall due immediately without deduction for any saved costs.

The Company and/or the Partner is entitled to adjust its prices annually on 1 January.

7. Customer Registration and Participation

The Customer must register as a user on the Platform. In connection with registration, the Customer confirms that they are not a consumer and that they are acting in the course of their business activities.

The Customer is obliged to notify all changes to their contact details, including changes to their email address. If the Customer fails to notify changes to contact details, the Customer cannot later claim not to have received the invoice or reminder.

The Customer must give the Company access to personnel and information, areas and premises, to the extent necessary to perform the services. To the extent necessary, the Customer must provide sufficient access cards/keys.

‍

8 Complaints

It is the Customer's responsibility to notify the Company of any alleged defects or deficiencies in the delivered product immediately and no later than 7 calendar days after the Customer has become aware of this.

For Foodstuffs, however, the Customer must complain immediately and no later than 1 calendar day after delivery.

If the Customer has discovered or should have discovered the defect and has not complained as stated, the Customer cannot later assert the defect.

The Company and/or the Partner has the right to remedy in the form of redelivery or repair.

8.1 Especially regarding Enterprise and Service

The Company and/or the Partner has the right to remedy.

Defects for which the Company and/or the Partner is responsible must be inspected no later than 14 days after receipt of the complaint and rectification must be initiated no later than 6 weeks after the Customer has given notice of the defects.

If accepted – significant – deficiencies have not begun to be remedied within this period, or if the deficiencies have not been finally remedied no later than 14 days thereafter, the Customer is entitled to – with effect for future services – cancel the agreement in question.

8.2 Especially regarding Corporate Gifts

Complaints must be made directly to the Partner in accordance with the Partner's complaint conditions applicable at all times, however such that complaints are submitted via the Platform.

‍

9. DISCLAIMER

The Company/Partner cannot be held responsible for delays of any kind.

In the event of a delay beyond this, the Customer can cancel the agreement in accordance with section 4.1. The Customer has no other rights of default on this occasion and is not entitled to compensation in connection with the cancellation.

In the event of defects for which the Company/Partner bears responsibility, the Customer is entitled to – with effect for future services – cancel the agreement in question, to the extent that the defects have not been initiated or finally remedied within the deadlines stated in section 8. This cancellation does not include other agreements between the Customer and the Company and/or the Partner.

The Customer has no other rights of default in this regard and is not entitled to compensation in connection with a cancellation other than the direct and cheapest rectification of the deficiencies in question.

The Company/Partner is not responsible for changes to the Customer's existing installations if these are in poor condition, worn out or similar.

Under no circumstances can the Company/Partner be held liable for indirect or consequential losses, such as operating losses, loss of profit, reduced operations, consequential damages or similar.

The Company/Partner is not liable for delays, failures or other technical problems with the Platform, or for the Customer's possible direct or indirect losses in this connection.

In the event of personal injury or property damage, the compensation can never exceed the insurance coverage of the performing Company and/or Partner, which in the case of the Company is currently DKK 10.000.000 / EUR 1,350,000 per event. The Partner's insurance coverage may vary.

No compensation is provided for functional damage when removing or attaching effects.

The Company can never be held liable as a result of agreements of any kind entered into between the Customer and Partners.

‍

10. Rights

All rights associated with the Platform or arising from the Company's and/or Partner's work, including but not limited to unregistered and registered intellectual property rights, idea rights, etc., must to the greatest extent possible belong to the Company alone.

‍

11 Advertising and Publication

The Customer accepts that the Company may use the Customer as a reference, and that the Company may publish – also as part of presentations and the Company's marketing, including when publishing in the system and when sending material and updates – that the Customer is registered as a customer of the Company.‍

12. Force Majeure

In all force majeure-like conditions over which the Company or the Partner has no influence, such as breakdowns in the power supply, IT failures, storms, natural disasters, pandemics and disease outbreaks, war and unrest, strikes, labour disputes, frost, etc., which have an influence on the Company's work, the Company is entitled to postpone or cancel the respective deliveries. Force majeure with the Partner must be considered equivalent force majeure for the Company, which – if alternative delivery can be found at the same price – must have a period of at least 14 days to find such an alternative.

‍

13. GDPR and Cookie Policy

The Company is the data controller and collects and processes personal data in accordance with the personal data regulations and laws in force at any time. Reference is made to the Company's "Cookie- und Datenschutzerklärung" applicable at all times, which can be found at: https://officeguru.com/deu/de/cookie-und-datenschutzbestimmungen

14. Jurisdiction

All disputes arising in connection with works or agreements regulated by the Terms shall be governed by German law.

All disputes must be brought before the competent court in Berlin in the first instance.

15. Guru Credits and the Loyalty Program

The Company offers a digital rewards scheme ("Guru Credits") as part of the Officeguru loyalty program. Guru Credits can be earned in connection with selected activities, including the conclusion of long-term service agreements ("Loyalty Agreements") via the Platform, and can be used as partial payment for one-time services in the Officeguru Marketplace.

Guru Credits have a fixed value of EUR 1 per credit and are applied before VAT and the Service Fee. Credits are valid for 12 months from the date of issuance and are automatically deleted upon expiry. The balance in the Customer's wallet can never be negative, and Credits are deducted automatically according to the first-expiry principle. Guru Credits cannot be exchanged for cash, transferred to other customers, or used for payments outside the Officeguru platform.

When the Customer accepts a Loyalty Agreement, it is legally binding for the entire agreed term. The Customer may not unilaterally terminate the agreement before expiry, unless otherwise expressly agreed in writing with Officeguru.

The Customer may only exit a Loyalty Agreement early in the following cases:

The Customer's company is declared insolvent or enters into restructuring proceedings.
The Customer's company permanently relocates to a location where the agreed services can no longer be delivered.
The Customer's company ceases operations permanently.

If the Customer wishes to exit a Loyalty Agreement early for the above reasons, Officeguru is entitled to offset the value of the Guru Credits and/or other benefits granted at the beginning of the agreement. Such offsetting is made according to the value of the Credits/benefits at the time of issuance. Any remaining claims from Officeguru after offsetting may be charged to the Customer.

Officeguru reserves the right to adjust, remove, or revoke Credits in cases of error, misuse, or termination of binding agreements. Officeguru also reserves the right to amend or discontinue the loyalty program; however, this will not affect already concluded Loyalty Agreements during their agreed term.

--

The Customer has consented to the above by digital acceptance.

Zen IT & Business Consulting GmbH

Products