1. General Provisions

1. Scope
   These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Service Provider under inclusion of these GTC.

2. No Contracts with Consumers
   The Service Provider does not conclude contracts with consumers or private individuals.

3. Use of Subcontractors
   The Service Provider may, in its own name and on its own account, engage subcontractors to perform the required services. In doing so, the Service Provider remains the sole contractual partner of the Client. Engaging subcontractors shall not occur if doing so would obviously conflict with the Client’s legitimate interests.

4. Priority of Other Documents
   If, in addition to these GTC, other contract documents or terms in text or written form become part of the contract, those provisions shall take precedence in the event of any inconsistency.

5. Client’s Deviating Terms
   Any terms and conditions of the Client that deviate from these GTC will not apply unless expressly approved by the Service Provider.

2. Subject Matter of the Contract and Scope of Services

1. Description of Services
   The Service Provider, acting as an independent contractor, renders the following services to the Client:

   holo provides an integrated e-commerce, logistics, and distribution platform that enables brands and businesses to efficiently sell and deliver goods or services to end customers or business partners. Depending on the subscribed package or individually agreed scope of services, holo provides various modules (e.g., shipping management, warehouse administration, customer service solutions, online shop functionalities) to optimize the entire process, from goods intake to delivery to end customers.

2. Individual Agreements
   The specific scope of services shall be defined through individual agreements between the Service Provider and the Client.

3. Diligence in Performance
   The Service Provider shall perform its services with the utmost care, in accordance with current standards, processes, and technical knowledge.

4. Provision of Services
   The Service Provider is obligated to provide the agreed services but is not bound by instructions regarding the manner, location, or timing of performance. The Service Provider coordinates with the Client solely to ensure efficient execution.

3. Client’s Duties to Cooperate

• The Client must supply all necessary information, data, and content in a timely and complete manner, enabling proper service delivery.

• Delays arising from late or incomplete cooperation will not be attributed to the Service Provider. This is without prejudice to regulations in the “Liability/Indemnification” section.

4. Remuneration

1. Individual Arrangement
   The remuneration is determined through mutual agreement between the parties.

2. Due Date
   The payment is due upon completion of each respective service. In cases of period-based fees (e.g., monthly billing), payment is due in accordance with Section 614 of the German Civil Code (BGB) after the end of each period. For time-based billing, the Service Provider may issue monthly invoices unless otherwise agreed.

3. Invoicing
   Upon delivering or partially performing the agreed services, the Service Provider issues an invoice (by post or email/PDF). Payment is due within 14 days of receipt of the invoice.

5. Liability / Indemnification

1. Liability Scope

   • The Service Provider is fully liable in cases of intent or gross negligence, injury to life, body, or health, for guarantees, or where there is mandatory statutory liability.

   • In cases of negligent violation of fundamental contractual obligations, liability is limited to the foreseeable, typical damage, unless full liability applies. “Fundamental contractual obligations” are those which are essential to achieve the contract’s purpose, and whose compliance the Client can regularly rely on.

   • Otherwise, liability is excluded.

2. Indemnification
   The Client shall indemnify the Service Provider against all third-party claims arising from violations committed by the Client against these GTC or applicable law.

6. Term and Termination

1. Contract Term
   The duration of the contract and notice periods are individually agreed upon.

2. Extraordinary Termination
   The right of both parties to terminate without notice for good cause remains unaffected.

3. Return of Documents upon Termination
   After termination, the Service Provider shall, at the Client’s request, promptly return or delete any documents and data provided by the Client, unless statutory retention periods mandate otherwise. The Service Provider has no right of retention over these materials.

7. Confidentiality and Data Protection

1. Confidentiality
   The Service Provider shall treat all information obtained in connection with the contract as strictly confidential. Subcontractors and employees are also bound to secrecy. This obligation persists indefinitely beyond the end of the contract.

2. Data Protection
   The Service Provider complies with all applicable data protection regulations, notably the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG), when carrying out the contract.

8. Final Provisions

1. Governing Law
   The laws of the Federal Republic of Germany apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. Severability
   If any provision of these GTC is invalid or unenforceable, the remaining provisions remain in full force and effect.

3. Obligation to Cooperate
   The Client shall support the Service Provider by providing timely and complete access to relevant data and systems necessary for service delivery.

4. Place of Jurisdiction
   If the Client is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, or if the Client has no general jurisdiction in Germany, the place of jurisdiction is the Service Provider’s registered office. Statutory exclusive jurisdictions remain unaffected.

5. Changes to the GTC
   The Service Provider may amend these GTC for justified reasons (e.g., changes in legal requirements, market conditions, or corporate strategy) upon reasonable notice. Existing customers will be informed of these changes at least two weeks prior to their effectiveness. Unless the customer objects, the changes are deemed accepted. If the customer objects, the Service Provider is entitled to terminate the contract as of the date the changes would come into effect.

9. Contact information

If you have any questions about these Terms, please contact us at:

support@weareholo.com

Address:

European Headquarters:
Coregenion GmbH
Sudetenring 66
94234 Viechtach, Germany

MEA Headquarters:
Bavico General Trading LLC
1408 ETA's Star Al Manara Tower, Business Bay 
Dubai, UAE