Terms & Conditions 

General Terms and Conditions Scope and Definitions

1.1. These General Terms and Conditions exclusively apply to the business relationship between HeSpaSol GmbH, Nassauerring 288, 47803 Krefeld (hereinafter referred to as the “PROVIDER”) and the recipient of the services (hereinafter referred to as the “CUSTOMER”, together also referred to as the “PARTIES”), especially regarding contracts for services in the field of hygiene concepts (hereinafter referred to as “Services”).

1.2. The PROVIDER’s offer is aimed at entrepreneurs (§ 14 BGB) or commercial and private individuals. By entering into the contract, the CUSTOMER confirms to the PROVIDER that the services offered are exclusively for commercial or private purposes (as an entrepreneur within the meaning of § 14 BGB).

1.3. Contradictory, deviating, or supplementary general terms and conditions of the CUSTOMER do not become part of the contract unless the PROVIDER expressly agrees to their validity. These General Terms and Conditions also apply if the PROVIDER performs services without reservation despite being aware of conflicting terms and conditions or terms differing from these General Terms and Conditions.

1.4. The version of the General Terms and Conditions of the PROVIDER valid at the time of service provision shall prevail.

1.5. If the masculine gender is used in the following provisions, this is solely for the sake of simplicity, without implying any evaluation.

Services

2.1. The PROVIDER specializes in creating individual hygiene concepts.

2.2. The service offering of the PROVIDER generally includes:

• Consulting,
• Sales,
• Installation, as well as
• Service and maintenance with regard to AIR2LIFE air purification technology and other highly effective antiviral products.
• 2.3. The specific scope of services results from the individual agreement between PROVIDER and CUSTOMER.
• 2.4. The PARTIES agree that in providing the agreed services, the PROVIDER expressly does not owe the CUSTOMER any specific (quantitative or economic) success.
• 2.5. The PROVIDER is entitled to use the assistance of third parties, especially subcontractors, to fulfill individual or all contractual obligations.
• 2.6. With regard to the contents of a service contract concluded with the PROVIDER, the PROVIDER has a right to determine the scope of services according to § 315 of the German Civil Code (BGB).

Conclusion of Contract

3.1. The presentation of the services on the website, on social networks, or in advertisements does not constitute a binding offer by the PROVIDER to conclude a contract. The CUSTOMER is merely invited to submit an offer. 3.2. The conclusion of the contract between the PROVIDER and the CUSTOMER can be made remotely (especially via video or telephone), in writing (e.g., by email), or in writing.

3.3. In the case of contracts concluded remotely between the PROVIDER and the CUSTOMER, the CUSTOMER agrees that the PROVIDER records the telephone call and/or video conference with the CUSTOMER for evidential and documentation purposes.

3.4. The CUSTOMER expressly agrees not to disclose login usernames, passwords, materials, and links received under this contract to third parties.

Remuneration

4.1. The respective remuneration applicable at the time of contract conclusion according to the offer applies to the services. If no remuneration has been individually agreed upon, the remuneration according to the current price list applies. If installment payment is agreed upon, the first installment is due immediately upon conclusion of the contract; the subsequent installments are due monthly in advance unless otherwise agreed. All prices are plus VAT.

4.2. If a setup fee is agreed upon, this fee is only payable once, unless otherwise stipulated. No setup fee is charged in the event of a contract extension.

4.3. The actual circumstances are decisive. Calculations made on the basis of estimates are only provisional.

4.4. If the PROVIDER has undertaken installation or assembly and nothing else has been agreed upon, the customer shall bear – unless otherwise agreed – in addition to the agreed remuneration, all necessary ancillary costs such as travel and transportation costs.

4.5. Unless otherwise agreed, the CUSTOMER is obliged to make advance payments. The agreed remuneration is due immediately upon invoicing and payable within 7 days.

4.6. If the CUSTOMER fails to take necessary cooperative action and thereby prevents the performance of services by the PROVIDER, the PROVIDER’s entitlement to remuneration shall generally remain unaffected.

4.7. The CUSTOMER can only exercise his right of set-off or retention with legally established or undisputed claims.

Default

5.1. Any deadlines for the performance of services by the PROVIDER shall not commence until the agreed remuneration has been fully paid by the CUSTOMER and all necessary cooperative actions by the CUSTOMER have been fully provided.

5.2. If the CUSTOMER is in arrears with due payments, the PROVIDER reserves the right not to perform further services until the outstanding payments are settled.

5.3. If the CUSTOMER is in default with the payment of the agreed monthly remuneration to the PROVIDER in the case of an ongoing contractual relationship, the PROVIDER is entitled to terminate the contract without notice after the expiration of a remedy period or an unsuccessful warning, and to cease all services. The PROVIDER is entitled to claim the entire remuneration that would be due until the next ordinary termination date as damages. In this case, however, the PROVIDER must credit himself with any savings in expenses or forgone earnings.

Obligations of the PARTIES for the Execution of the Agreed Services

6.1. The PROVIDER generally provides all contractually promised services only from the time of contract conclusion or the individually agreed start of the contract term.

6.2. The CUSTOMER ensures that the PROVIDER has all necessary information at all times that are required to achieve the best possible service result. If the PROVIDER is prevented from providing the agreed services and the reasons for the hindrance are in the CUSTOMER’s sphere, the entitlement to remuneration of the PROVIDER remains unaffected.

6.3. The PROVIDER is entitled to conduct all appointments digitally (e.g., via Zoom, Teams, Skype, Teamviewer, or similar) if the respective type of service provision does not necessarily require on-site presence (e.g., the performance of surveying work, the installation of products at the customer’s company).

6.4. The CUSTOMER is independently responsible for providing the prerequisites to fully utilize the offer. In the event of technical problems with the provided offer, the CUSTOMER is also obliged to cooperate to the best of his ability in solving the problem.

Contract Term

7.1. The contract is firmly concluded for the term agreed upon in the individual contractual agreement (initial term). An early ordinary termination is excluded.

7.2. The contract term is extended by the agreed initial term unless explicitly stated otherwise, if it is not terminated by one party in writing (email sufficient) at least four weeks before the end of the initial term or the respective contract extension.

7.3. The right to terminate the contract for cause remains unaffected.

Payment Terms

8.1. Payment is possible by direct debit, invoice, advance payment, credit card, and PayPal.

8.2. The CUSTOMER undertakes to grant the PROVIDER a (SEPA) direct debit authorization immediately after contract conclusion, but no later than 7 days after contract conclusion. The PROVIDER is not responsible for overdraft fees, overdraft costs, or similar fees charged by the bank or credit card company.

Liability for Damages

9.1. The PROVIDER is liable, regardless of the legal grounds, only in accordance with the statutory provisions and subject to the following regulations.

9.2. The PROVIDER is fully liable for damages resulting from injury to life, body, or health caused by intent or negligence of the PROVIDER or one of its legal representatives or vicarious agents. In addition, the PROVIDER is liable for damages resulting from intent or gross negligence of the PROVIDER or one of its legal representatives or vicarious agents as well as for damages due to non-compliance with a guarantee given by the PROVIDER or assured characteristic or due to fraudulently concealed defects.

9.3. The PROVIDER is liable, limited to the replacement of the foreseeable typical damage, for damages resulting from slight negligence in breach of essential contractual obligations by him or one of his legal representatives or vicarious agents. Essential contractual obligations are obligations, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the contractual partner may regularly rely.

Data Protection, Confidentiality

10.1. The CUSTOMER is informed that the PROVIDER collects, processes, and uses personal inventory and usage data in machine-readable form within the scope of the purpose of the contractual relationship. All personal data is treated confidentially.

10.2. The PARTIES undertake to treat confidentially all information or documents from the area of the other party that has become known to them in the course of contract performance and is not obvious or generally accessible. This obligation of confidentiality also continues after the termination of the contractual relationship.

Acceptance

11.1. If the individually agreed services fall under contract law, the following regulations apply in this regard.

11.2. The PROVIDER can request acceptance from the customer after completion of a partial service.

11.3. The (partial) services of the PROVIDER to be accepted by the customer are also deemed to have been accepted if the customer does not declare in writing within 7 working days upon request from the PROVIDER to accept the corresponding (partial) service.

Delivery terms

12.1. In the case of items not in stock, the estimated individual delivery time will be communicated to the customer promptly after ordering.

12.2. Unless otherwise agreed and reasonable for the customer, the PROVIDER is entitled to partial deliveries and/or partial services. This is deemed reasonable, in particular, if the partial delivery/service is usable by the customer within the scope of the contractual purpose, the delivery/performance of the remaining ordered goods/owed service is ensured, and the customer does not incur significant additional effort or additional costs.

12.3. Despite careful stockkeeping, it may happen that offered items are no longer available despite the offer. For this reason, the PROVIDER cannot guarantee delivery. The delivery by the PROVIDER is subject to the condition that the PROVIDER itself is supplied correctly and in a timely manner and does not have to be responsible for any delivery bottlenecks. In such a case, the PROVIDER will inform the customer as soon as possible about the delivery bottleneck and refund any already provided consideration by the customer. Furthermore, the PROVIDER is entitled to offer the customer equivalent replacement services in the event of a delivery bottleneck.

Passing of risk

13.1. The risk passes upon delivery with installation or assembly on the day of acceptance in own premises, or, if agreed, after successful trial operation.

13.2. If the dispatch, delivery, commencement, execution of installation or assembly, acceptance in own premises, or trial operation is delayed for reasons attributable to the customer or if the PROVIDER defaults on acceptance for other reasons, the risk passes to the customer.

Defects of quality

14.1. All parts or services that exhibit a defect of quality, provided that its cause existed at the time of the passing of risk, shall, at the option of the PROVIDER, be rectified, replaced, or re-executed free of charge.

14.2. Claims for subsequent performance shall be time-barred after 12 months from the start of the statutory limitation period. The same applies to withdrawal and reduction. This period does not apply if the law prescribes longer periods pursuant to §§ 438 para. 1 No. 2 (buildings and items for buildings) and 634a para. 1 No. 2 (building defects) of the German Civil Code (BGB) in cases of intent, fraudulent concealment of the defect, or non-compliance with a quality guarantee. Claims for reimbursement of expenses by the customer pursuant to § 445a BGB (seller’s recourse) also become time-barred after 12 months from the start of the statutory limitation period, provided that the last contract in the supply chain is not a consumer goods purchase. The statutory provisions regarding suspension, interruption, and restart of limitation periods remain unaffected.

14.3. Defect notices from the customer must be made promptly in writing.

14.4. In the case of defect claims, the customer may withhold payments to the extent that they are in reasonable proportion to the defects of quality that have occurred. The customer shall not have a right of retention if their defect claims have expired. If the defect notice was unjustified, the supplier is entitled to demand reimbursement of the expenses incurred from the customer.

14.5. The PROVIDER shall be given the opportunity to rectify the defect within a reasonable period.

14.6. If subsequent performance fails, the customer may withdraw from the contract or reduce the remuneration.

14.7. Defect claims do not exist in the case of only minor deviations from the agreed quality, only minor impairment of usability, natural wear and tear, or damage arising after the passing of risk due to improper or negligent handling, excessive stress, unsuitable operating materials, defective construction work, unsuitable building ground, or due to special external influences not assumed under the contract, as well as for non-reproducible software errors. If improper alterations, installation/removal, or repair work is carried out by the customer or third parties, there are also no defect claims for these and the resulting consequences.

14.8. Claims by the customer for expenses required for subsequent performance are excluded to the extent that the expenses increase because the subject matter of the delivery has subsequently been brought to a location other than the customer’s premises, unless such relocation corresponds to its intended use. This applies mutatis mutandis to claims for reimbursement of expenses by the customer pursuant to § 445a BGB (seller’s recourse), provided that the last contract in the supply chain is not a consumer goods purchase.

14.9. The customer’s recourse claims against the supplier pursuant to § 445a BGB (seller’s recourse) exist only to the extent that the customer has not made any agreements with its buyer that go beyond the statutory defect claims.

14.10. Claims for damages by the customer due to a defect of quality are excluded. This does not apply in cases of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, body, or health, and in cases of intentional or grossly negligent breach of duty by the supplier. The above provisions do not involve a shift in the burden of proof to the detriment of the customer. Further or different claims by the customer due to a defect of quality than those regulated in this Article VIII are excluded.

Assembly

15.1. The following provisions apply to connection and assembly:

15.2. The customer shall, at their own expense, provide and prepare the assembly location in a timely manner, as well as ensure the presence of necessary connections, power, and lighting.

15.3. Before the commencement of assembly or installation, all preparatory work must be sufficiently advanced so that the assembly or installation can begin as agreed and be carried out without interruption.

15.4. If the assembly, installation, or commissioning is delayed due to circumstances not attributable to the PROVIDER, the customer shall bear the costs for waiting time and additionally required travel of the PROVIDER or the assembly personnel to a reasonable extent.

Reservation of title

16.1. The PROVIDER reserves ownership of the delivered goods until full payment of all claims arising from the contract. This also applies to all future deliveries, even if we do not always explicitly refer to this. If the value of all security rights to which the PROVIDER is entitled exceeds the amount of all secured claims by more than 20%, the PROVIDER will, at the customer’s request, release a corresponding part of the security rights; the PROVIDER has the choice between different security rights when releasing.

16.2. The customer is entitled to resell the reserved goods in the ordinary course of business. The customer hereby assigns to the PROVIDER, by way of security, all claims against the purchaser arising from the resale of the reserved goods, together with all ancillary rights – including any balance claims – to the extent of the invoice final amount agreed with us (including VAT), without the need for further special declarations.

16.2.1. In principle, the customer is permitted to process the reserved goods or to mix or combine them with other objects. Processing is carried out for the PROVIDER. The customer shall keep the resulting new item for the PROVIDER with the care of a prudent businessman. The new item shall be considered reserved goods.

16.2.2. The PROVIDER and the customer agree now that in the case of connection or mixing with other objects not belonging to the PROVIDER, the PROVIDER shall in any case be entitled to co-ownership of the new item to the extent of the proportion of the value of the connected or mixed reserved goods to the value of the other goods at the time of connection or mixing. The new item shall be considered reserved goods to that extent. 16.2.3. The provision regarding assignment of claims according to clause 14.2 also applies to the new item. However, the assignment shall only apply up to the amount corresponding to the value of the processed, connected, or mixed reserved goods invoiced by the PROVIDER.

16.2.4. If the customer connects the reserved goods with real property or movable property, he hereby assigns, without the need for further special declarations, his claim for compensation for the connection with all ancillary rights by way of security in proportion to the value of the connected reserved goods to the other connected goods at the time of connection to the PROVIDER.

16.3. The customer is authorized to collect assigned claims from the resale until revocation – until further notice. In the event of a significant reason (in particular, but not limited to, default of payment, cessation of payment, initiation of insolvency proceedings, protest of bills, or justified indications of over-indebtedness or impending insolvency of the customer), the PROVIDER is entitled to revoke the authorization to collect from the customer. Furthermore, the PROVIDER may, after prior warning and observing a reasonable period, disclose the security assignment, realize the assigned claims, and demand disclosure of the security assignment by the customer to the customer.

16.4. The customer shall inform the PROVIDER immediately of any seizures, attachments, or other interventions by third parties.

16.5. In the event of customer’s breaches of duty, especially in case of default in payment, the PROVIDER is entitled to withdraw from the contract in addition to repossessing the goods after the expiry of a reasonable period set for the customer; the statutory provisions regarding the dispensability of setting a deadline remain unaffected. The customer is obliged to surrender. The repossession or assertion of the reservation of title or seizure of the reserved goods by the PROVIDER does not constitute withdrawal from the contract unless the PROVIDER expressly declares this.

Right of withdrawal

The PROVIDER exclusively contracts with entrepreneurs within the meaning of § 14 BGB (German Civil Code), so there is no statutory right of withdrawal.

Reference Mention

The PROVIDER is allowed to mention the CUSTOMER as a reference in any medium. This includes mentioning and using any protected trademarks, names, or logos. The PROVIDER is not obligated to make such mentions.

General provisions

17.1. The place of performance and exclusive place of jurisdiction for disputes with merchants, legal entities under public law, or special funds under public law arising from contracts is Krefeld.

17.2. Regardless of the legal basis, the law of the Federal Republic of Germany shall apply exclusively to all disputes, excluding all provisions of conflict of laws that refer to another legal system.

17.3. If necessary, additional or alternative provisions agreed upon in writing by the PARTIES will be considered as part of the agreement from the time of its signing.

17.4. The invalidity of one or more provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions of these General Terms and Conditions. Instead of the invalid clauses, what is economically intended shall be deemed agreed in a legally permissible manner. This also applies to supplementary contract interpretation.

17.5 The PROVIDER reserves the right to amend these General Terms and Conditions at any time, unless the amendment is unreasonable for the CUSTOMER. In this case, the PROVIDER will notify the CUSTOMER in a timely manner. If the CUSTOMER does not object to the new General Terms and Conditions within a period of two weeks after notification, the amended General Terms and Conditions shall be deemed accepted by the CUSTOMER.

Special conditions for service contracts

In addition to the General Terms and Conditions, the following special conditions apply to service contracts:

Services related to service and maintenance are provided exclusively within the framework of an ongoing contractual relationship.

A specific outcome is not guaranteed as part of service and maintenance.

The service offering of the PROVIDER concerning service and maintenance includes, unless otherwise agreed individually:

• Repairs covered by warranty during the contract period (maximum once per half-year)
• Travel expenses and other incidental expenses. The following are not included in the services related to service and maintenance:
• Faults and/or defects related to changes made by the customer or third parties commissioned by the customer to the services provided by the PROVIDER.
• Rectification of faults or failures caused by third-party interventions, force majeure, customer’s failure to maintain equipment, or improper handling (disregard of instructions and non-standard use) by the customer or their employees.
• Provision of consumables, wear and tear parts, or replacement parts. If the PROVIDER provides such parts to the customer, they shall be separately compensated. The PROVIDER is entitled to enlist the assistance of third parties (especially subcontractors) in the provision of services.

Effective: March 2024