General Terms and Conditions of RAD Sicherheit GmbH

1. General Service Provision

1.1 The Trade Regulation Act regulates the requirements for the licensed operation of commercially offered guarding and security services.

1.2 RAD Sicherheit GmbH (“Contractor”) holds the license required under Section 34a of the Trade Regulation Act and operates the business as patrol, separate guard, or special services.

1.3 The mutual obligations of the Client and the Contractor are set out in a separate agreement. Details of the services to be provided are described and agreed upon in a service catalog developed jointly by the Client and the Contractor (jointly referred to as the “Parties”) (“Agreed Services”). Irrespective of this, the Client transfers to the Contractor the right to exercise domiciliary rights over the respective properties and areas for the purpose of performing the security tasks assigned in the Agreed Services. The client is aware that the contractor can only make use of so-called public rights when performing the agreed services.

The agreed services generally include one or more of the services listed here:

1.4 Patrols are carried out in uniform by individual patrol officers or radio patrol officers. Unless otherwise agreed between the parties, checks of the guarded properties grouped together in guard areas are carried out at irregular intervals during each patrol. In the event of unforeseeable circumstances, e.g., traffic conditions, weather conditions, the contractor may cancel individual patrols and checks without the client being able to assert any claims.

1.5 Separate guard services are usually provided by one or more security guards or gatekeepers who are assigned specifically to one or a few guarded properties in close proximity to each other. The individual activities are specified within the scope of the agreed services.

1.6 Special services include, for example, identity checks, personal escort and protection services, cash and valuables transport, the operation of alarm and emergency call centers (service centers), and the provision of cashier, security, and supervisory services for exhibitions, trade fairs, events, and other services.

1.7 The contractor performs its activities as a service, using its personnel as vicarious agents. The selection of the persons employed and the right to issue instructions in the course of duty lie solely with the contractor, except in cases of imminent danger.

The contractor is entitled to use other approved partners who meet the same security standards to perform the agreed services. The client may only refuse to consent to the provision of the agreed services by a partner within the meaning of this section if there is an important reason for doing so, which the client shall immediately notify the contractor of in writing.

There is no temporary employment in accordance with the German Temporary Employment Act of August 7, 1972, as amended. The contractor is solely responsible for fulfilling all legal, official, social security, and professional association obligations toward its personnel.

2. Commencement of contract, termination

2.1 Insofar as the contractor passes on cost estimates, deployment plans, or other confidential information to the client in preparation for the conclusion of a contract, these remain the property of the contractor and may not be reproduced or made accessible to third parties without written consent.

2.2 The contract for the agreed services shall be binding on the parties from the moment the offer is accepted. The start of performance may be specified differently.

2.3 Ancillary agreements, subsequent amendments or adjustments to the contract must be made in writing.

2.4 Contract term

Unless otherwise agreed by the parties, the contract shall run for 12 months from the start of the contract. If the contract is not terminated in writing at least three months before the end of the term, the term of the contract shall be extended by a further year.

3. Extraordinary termination of contract

3.1 If the client relocates the contractual object to a location other than the location specified in the contract for the provision of the agreed services, which is more than 40 km outside the contractor’s guard district, the client may terminate the contractual relationship with one month’s notice, provided that the client has immediately informed the contractor of its relocation plans.

3.2 If the contractor gives up or changes a guard district, the contractor is entitled to terminate the contract with one month’s notice.

4. Inspection regulations, agreed services

4.1 In individual cases, the agreement made for the performance of the agreed services is decisive. This agreement contains the more detailed provisions regarding the number of patrols, checks, and other services to be performed in accordance with the client’s wishes. If no such agreement exists or is incomplete, the minimum services to be provided are set out in Section 1, in particular 1.4 to 1.6.

4.2 Changes and additions to these agreed services require a written agreement. Exceptions to this rule are unforeseeable situations that make it necessary to deviate from the agreed services. These must be recorded and reported in writing afterwards.

5. Key, premises, and emergency addresses

5.1 The keys required for the provision of the agreed services shall be made available by the client in good time, i.e., at least 48 hours before the start of the service for regular business operations, and free of charge. A key within the meaning of this provision is any device that serves to allow only authorized persons access to a specific area.

5.2 The contractor shall be liable for lost keys and for damage to keys caused intentionally or through gross negligence by the contractor’s employees in accordance with the liability clause of this agreement.

5.3 The client shall provide the contractor with the addresses that can be notified of the emergency situation by telephone, even at night, if the property is at risk. The client shall notify the contractor immediately in writing of any changes of address. Insofar as the contractor provides agreed services for properties and carries out alarm tracking using connected alarm systems, the client shall specify the order of notification in writing before the start of the service.

5.4 The client is obliged to provide the contractor with the premises necessary for the provision of the agreed services, including all technical equipment and devices, free of charge.

6. Complaints

6.1 Complaints of any kind relating to the performance of the agreed services or other irregularities must be reported in writing to the contractor’s operations management or management immediately after they have been identified by the client.

6.2 If the client fails to provide such notification in a timely manner, the client cannot assert any rights arising from such a complaint.

6.3 Repeated or gross violations in the performance of the agreed services shall only entitle the client to terminate this contract without notice if the contractor, after receiving written notification from the client, does not remedy the situation in an appropriate manner within seven working days at the latest.

7. Interruption of security services

7.1 The contractor is entitled to discontinue or appropriately modify the alarm monitoring of a property if this would lead to a risk to its employees that exceeds the usual level in the security industry. A risk exceeding the usual level in the security industry is to be assumed, without being exhaustive, in cases of war, riots, strikes, lockouts, natural disasters, or violent demonstrations, or in cases where a national state of emergency has been declared.

7.2 If, due to one of the aforementioned circumstances, alarm monitoring with the agreed services can no longer be guaranteed, the contractor shall submit a proposal to the client as soon as possible to adjust the agreed services. If no such contractual adjustment can be agreed, the contractor shall be entitled to suspend alarm monitoring without notice for the duration of one of the circumstances listed above as examples.

8. Payment of remuneration

8.1 Unless otherwise agreed in writing, the remuneration for the agreed services rendered shall be paid monthly in advance.

8.2 The agreed remuneration is to be paid net and without deduction of any discount, plus the applicable value added tax.

8.3 For individual orders, the remuneration is payable within 7 days of performance of the agreed services and invoicing.

8.4 Offsetting and withholding of the remuneration are not permitted, except in cases of an undisputed or legally established claim.

8.5 In the event of default in payment, the contractor’s obligation to perform and its liability shall be suspended without the client being released from its payment obligation for the remaining term of the contract or from the contract as a whole. This is subject to the condition that the client has been granted a reasonable grace period. In all other respects, the statutory provisions shall apply.

8.6 If the client is more than two months in arrears with the payment of the agreed remuneration, the contractor shall be entitled to terminate the contract without notice. In this case, the contractor shall also be entitled to assert further claims for damages. The contractor may demand compensation of 30% of the agreed annual remuneration, calculated on the basis of the fee valid at the time of termination, without providing proof of damage. The client reserves the right to prove that the damage was lower.

9. Price changes

In the event of changes to or the introduction of new taxes, statutory levies, insurance premiums, vehicle operating costs, wages and ancillary wage costs, in particular as a result of the conclusion of new wage, framework or other collective agreements, the remuneration agreed between the parties shall be adjusted by an amount equal to the change in the hourly rates for the performance of the work resulting from the change in the factors listed above, plus the applicable taxes and levies. A corresponding confirmation from the Federal Association of German Security Companies (Bundesverband Deutscher Wach- und Sicherheitsunternehmen e.V.) shall be sufficient for the assertion of changed wage costs.

10. Liability and limitation of liability

10.1 In cases of slight negligence, the contractor’s liability for property damage and financial loss shall be limited to the typical and foreseeable damage in comparable transactions of this kind.

10.2 Liability for other cases of culpable causation of property damage and financial loss remains unaffected. The liability of employees for property damage and financial loss in cases of slight negligence is also limited to the typical and foreseeable damage in comparable transactions of this kind. Liability for other cases of culpable damage to property and financial loss remains unaffected.

10.3 In accordance with the German Security Services Ordinance (Bewachungsgewerbe), the contractor is required to take out liability insurance in accordance with Section § 14 (2). The minimum insurance sums are specified in the current version of the Security Services Ordinance.

The client may request proof of such insurance by presenting a current insurance confirmation. The corresponding insurance contract is based without restriction on the General Liability Insurance Conditions and the Conditions for Liability Insurance of Security Companies. This insurance cover does not include, in particular, damage that is not related to the actual security service, such as the assumption of the duty to grit in the event of black ice, the operation of sun protection devices, or the operation and maintenance of machines, boilers, heating devices, electrical or similar systems. Unless otherwise agreed, liability for such damage is excluded to the extent permitted by law. To the extent permitted by law, the contractor limits its obligation to perform within an insurance year to twice the minimum insurance sum for all damage caused.

The client agrees that the contractor has excluded liability for the risks mentioned in clause 10.6 c] and d] from the insurance obligation.

10.4 Liability for personal injury remains unaffected by this.

10.5 The liability claim shall expire if the client has not notified the contractor in writing within three days of discovering the damage and, in the event of the contractor or its insurer refusing to accept liability, has not asserted the claim in court within three weeks of the refusal.

10.6 The liability limits under this agreement are:

a] for personal injury: EUR 1.000.000

b] for property damage: EUR 250.000

c] for the loss of guarded items: EUR 15.000

d] for pure financial losses: EUR 12.500

10.7 The limitations and exclusions of liability shall not apply to damages resulting from injury to life, limb, or health (personal injury) caused by culpable conduct on the part of the contractor or its vicarious agents.

11. Non-solicitation clause and contractual penalties

11.1 The client agrees that if, during the term of this agreement and for a period of six months after termination of the contractual relationship, it directly or indirectly employs a person who is or was employed by the contractor and who is or was used to perform the agreed services under this contract, it shall pay a contractual penalty amounting to ten times the last remuneration paid to the person, in recognition of the costs incurred by the contractor for training this person. This contractual penalty shall not be forfeited if the contractor has terminated the employment of an employee.

12. Data protection

12.1 The Contractor is obliged to comply with the applicable Security Services Ordinance and to instruct the employees deployed to perform the agreed services in accordance with Section 17 of the Security Services Ordinance.

12.2 The provisions of Regulation (EU) 2016/679, known as the General Data Protection Regulation, and the Federal Data Protection Act, as amended, shall apply to the processing and protection of personal data within the framework of the contractual relationship. In particular, Art. 5 (1) lit. F, Art. 28 (3) GDPR and Art. 12ff. GDPR apply.

12.3 In the event of non-compliance with data protection provisions, the liability provisions of this contract shall apply.

13. Place of jurisdiction

13.1 The place of jurisdiction is Cologne, insofar as this can be effectively agreed between the parties.

13.2 The law of the Federal Republic of Germany shall apply exclusively between the client and the contractor. The contracting parties expressly exclude the application of the UN Convention on Contracts for the International Sale of Goods to this agreement.

14. Final provisions

14.1 Scope

These General Terms and Conditions as set out herein are deemed to be exclusively agreed between the parties. Any conflicting or deviating general terms and conditions of the client are expressly not recognized unless the contractor has agreed to their validity in writing.

14.2 Individual written agreements take precedence over these terms and conditions.

This agreement constitutes the entire agreement between the client and the contractor. Any prior correspondence, including any assurances or promises made therein, shall not apply to this agreement unless they have become part of this agreement.

14.3 In the event of the invalidity or nullity of one or more provisions of this contract, the parties agree that they shall be replaced by a provision that comes closest to the economic purpose intended by the parties.

This also applies in the event of a loophole. The validity of the remaining provisions of the contract shall not be affected by the invalidity or nullity of one or more provisions.