General Terms and Conditions

§1 Scope

These General Terms and Conditions (GTC) apply to all contracts between Omar Alizzi (GuardEinsatz), Scharnhorststr. 2, 45141 Essen, Germany (hereinafter the "Provider") and businesses (hereinafter the "Customer") using the GuardEinsatz SaaS platform.

GuardEinsatz is intended exclusively for entrepreneurs within the meaning of §14 of the German Civil Code (BGB). Consumers within the meaning of §13 BGB are excluded from use.

Any deviating, conflicting, or supplementary terms of the Customer do not become part of the contract, even if the Provider does not expressly object to their validity.

§2 Conclusion of Contract

The Customer may either register independently via the platform's registration form or accept an offer from the Provider. By registering, the Customer accepts these GTC as well as the Provider's privacy policy.

Self-registration requires confirmation of the email address provided. The Provider sends a confirmation link for this purpose. The contract is concluded upon successful confirmation of the email address; until then, the account is created but not usable. If confirmation is not completed, no contractual relationship arises.

The Provider reserves the right to decline registration requests without stating reasons.

§3 Subject Matter and Scope of Services

The Provider makes the GuardEinsatz SaaS platform available to the Customer as a web-based software solution. The platform includes the following core functions:

• Digital shift and deployment scheduling
• GPS-based time tracking for employees
• Digital timesheet approval
• Export of payroll data as CSV/Excel
• Digital employee management and personnel files
• Availability, vacation, and leave requests
• Mobile app for employees (iOS and Android)
• Push notifications for shift assignments

The exact scope of services depends on the respective plan booked. The current description of services is available at guardeinsatz.de/funktionen and is updated in the event of material changes.

The plans differ in particular in the number of permitted user accounts per role, the number of active employees, and the available feature scope. The applicable limits for each plan can be found in the pricing overview at guardeinsatz.de/preise.

Free plan ("Free"): The Provider offers a free plan with a limited scope of features and usage (currently 1 administrative access, up to 5 active employees). Under the free plan, access to historical data is limited to the most recent 30 days. This limitation applies only to display: the Customer's older data is not deleted and becomes fully accessible again after upgrading to a paid plan.

The following are, in particular, not part of the contract:

• Individual implementation, configuration, or setup for the Customer
• Training or briefing of the Customer's employees
• Telephone or on-site support (unless separately agreed)
• Data migration from the Customer's existing systems
• Custom programming or individual bespoke features

The Provider is entitled to further develop and adapt the platform's feature scope, provided this is reasonable for the Customer and does not materially impair the purpose of the contract.

§4 Usage Rights

For the duration of the contract, the Provider grants the Customer a simple, non-transferable, non-sublicensable right to use the GuardEinsatz platform within the scope of these GTC.

The right of use is limited to the contractually agreed number of user accounts. Passing on access credentials or the right of use to third parties is not permitted.

The Customer is prohibited from reproducing, selling, sublicensing, decompiling, disassembling, or otherwise reverse-engineering the software, except to the extent permitted by mandatory law.

§5 Fees and Payment Terms

Fees are based on the Provider's applicable price list. The Provider is a small business (Kleinunternehmer) within the meaning of §19 of the German VAT Act (UStG). No value-added tax is therefore charged or separately stated.

No fee is charged for use of the free plan (§3). Accordingly, the Customer has no payment obligation in this respect; the provisions of this §5 regarding billing, default in payment, and price adjustments do not apply to the free plan. The Provider reserves the right to change or discontinue the scope and availability of the free plan with 30 days' notice.

Billing takes place monthly in advance. Invoices are due for payment, without deduction, within 14 days of the invoice date. Payments are made by SEPA direct debit or credit card.

In the event of default in payment, the Provider is entitled, after an unsuccessful reminder, to temporarily suspend access to the platform until the outstanding amount has been paid in full. Periods of suspension do not extend the contract term.

The Provider is entitled to adjust prices once a year, with at least 6 weeks' advance notice by email. If the Customer does not object to the price adjustment within 4 weeks of receiving the notice, the adjustment is deemed accepted. In the event of an objection, the Customer has the right to terminate the contract effective as of the date the new prices take effect.

§6 Contract Term and Termination

The contract runs for an indefinite period. Paid plans (§5) may be terminated monthly, effective at the end of the current billing period, without any minimum term or notice period. Termination is effected via the platform's account/billing settings or in text form to the Provider.

The free plan (§3) is not subject to any minimum term and may be ended by the Customer at any time, without notice, by deleting the account.

If the Customer is granted a time-limited trial period, the account automatically converts to the free plan upon its expiry, unless the Customer has booked a paid plan by then. This does not create any payment obligation or any paid continuing obligation. The usage limits applicable to the free plan (§3) apply from that point on; the Customer's data is retained.

The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of a serious or repeated breach of these GTC by the Customer, the Customer's permanent insolvency, or where continuing the contractual relationship is unreasonable for the Provider.

Cancelling a paid subscription moves the account to the Free plan when the subscription ends; it does not delete the company account. Data can be downloaded using the export features. To end data processing completely, the Customer submits documented instructions for return or deletion to hallo@guardeinsatz.de. Closing a company initially blocks access; it does not automatically erase all data. Return, deletion, necessary statutory retention exceptions and backup periods are documented and handled under the data processing agreement.

§7 Availability

The Provider endeavours to keep the platform available as much as possible. No specific availability is guaranteed unless it has been expressly agreed in an individual service level agreement (SLA) as part of an Enterprise contract.

Scheduled maintenance generally takes place on Sundays between 2:00 and 6:00 am (CET). The Provider will notify the Customer of scheduled maintenance windows lasting longer than 30 minutes at least 48 hours in advance, by email or via the status page.

The current operating status of the platform is shown on the status page at guardeinsatz.de/en/status. The Provider will additionally inform the Customer of major unplanned outages by email.

The Customer's claims in connection with disruptions of the platform are governed by the statutory provisions, limited in accordance with §11 of these GTC.

§8 Customer Obligations

The Customer undertakes to:

• keep access credentials confidential and not disclose them to unauthorized third parties
• use the platform only within the bounds of applicable law
• check entered data for accuracy and completeness
• inform the Provider immediately of any misuse or security incidents
• comply with data protection requirements when processing employee data
• keep their contact details (in particular email address and billing address) up to date at all times
• not carry out any automated access (scraping, bots) to the platform
• refrain from any actions that place a disproportionate burden on the Provider's infrastructure

§9 Data Protection and Data Processing

Insofar as the Customer processes personal data of employees via the platform, the Customer is the controller within the meaning of the GDPR. The Provider processes this data exclusively as a processor pursuant to Art. 28 GDPR, and only on the Customer's documented instructions.

A separate data processing agreement (DPA) pursuant to Art. 28 GDPR is concluded between the parties and forms part of this contract. The Provider ensures compliance with suitable technical and organizational measures pursuant to Art. 32 GDPR.

The Provider engages the following subprocessors, who may also have access to personal data:

• Supabase, Inc.: database, authentication, and file storage (the platform's central data store)
• Vercel Inc., USA: hosting and content delivery network (CDN)
• Stripe Payments Europe, Ltd., Ireland: payment processing (paid plans only)
• Google LLC / Firebase, USA: push notifications (Firebase Cloud Messaging)
• Functional Software, Inc. (Sentry), USA: error and stability monitoring
• STRATO AG, Germany: sending and receiving email

Where subprocessors process personal data outside the European Union or the European Economic Area, this is done on the basis of the EU Standard Contractual Clauses (SCCs) pursuant to Art. 46(2)(c) GDPR. Changes to subprocessors will be communicated to the Customer in writing with at least 4 weeks' notice.

After termination takes effect (§6), all of the Customer's personal data is deleted in accordance with the Provider's deletion and retention policy. Statutory retention obligations and defined backup periods remain unaffected. On request, the Provider will provide the Customer with a complete data export in a common format beforehand.

§10 Confidentiality

Both parties undertake to treat all confidential information of the other party that becomes known to them in connection with this contractual relationship as strictly confidential and not to disclose it to third parties.

Confidential information includes, in particular, trade secrets, pricing terms, customer data, technical documentation, and any information marked as "confidential."

This confidentiality obligation applies from the conclusion of the contract and for a period of 3 years after termination of the contractual relationship. It does not apply insofar as information is publicly known, was already known to the recipient, or must be disclosed due to statutory obligations.

§11 Liability and Warranty

The Provider is liable without limitation for intent and gross negligence, as well as for damages arising from injury to life, body, or health.

In cases of slight negligence, the Provider is liable only for breach of a material contractual obligation (cardinal obligation) and liability is limited in amount to the damage typically foreseeable at the time of contract conclusion, but in any case to no more than the fees paid in the 3 months preceding the occurrence of the damage.

The Provider is not liable for:

• data loss or incorrect data resulting from incorrect input or operation by the Customer
• incorrect payroll calculations based on incorrectly recorded or transmitted Customer data
• loss of profit or indirect damages, to the extent legally permissible
• outages attributable to circumstances outside the Provider's sphere of influence (force majeure, third-party provider failures)

The Customer is responsible for carrying out regular data backups on its own, insofar as the platform does not include automatic backups.

§12 Changes to these GTC

The Provider reserves the right to amend these GTC with at least 6 weeks' notice. The Customer will be informed by email of the changes and the material points of the amendment.

If the Customer does not object in writing or by email within 4 weeks of receiving the notice, the amended GTC are deemed accepted. The Provider will specifically and clearly draw attention to this right of objection and the consequences of silence as part of the notice.

In the event of a timely objection, the Customer has the right to terminate the contract with extraordinary effect as of the date the amended GTC take effect.

§13 Final Provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all disputes arising from this contractual relationship is Essen, Germany, provided the Customer is a merchant or has no general place of jurisdiction in Germany.

Amendments and additions to this contract require written form (including email). This also applies to any waiver of this written-form requirement itself.

Should individual provisions of these GTC be or become wholly or partially invalid, this does not affect the validity of the remaining provisions. The invalid provision is deemed replaced by a valid one that comes closest to the economic purpose of the invalid provision.