General Terms and Conditions

1. Provider & Scope

1.1.
SmartFox Group FZCO (hereinafter “SmartFox Group”) offers services in the field of business consulting. In addition, SmartFox Group may offer other services for which a fee is charged.

1.2.
The GTC apply to customers who have opted for a free or fee-based offer from SmartFox Group. SmartFox Group offers its services exclusively to companies. These must have unlimited legal capacity and be natural persons, partnerships or legal entities. SmartFox Group does not make its systems, platforms and services available to private individuals.

1.3.
These GTC apply. Deviating GTC of the contractual partner do not apply.

2. Amendments to the general terms and conditions

2.1.
If there is a further development of the services of SmartFox Group, a legal adjustment or other events that can be classified as important, the General Terms and Conditions of SmartFox Group can be adjusted at any time. The new terms and conditions will be published on the website when they come into force. The new General Terms and Conditions can be objected to within two weeks of coming into force.

3. Conclusion of contract

3.1.
Customers who decide to cooperate with SmartFox Group will receive a written order confirmation before the start of the order. This can be revoked within 14 days. If the work of SmartFox Group has already begun before the expiry of this period, the client shall owe the work already done by SmartFox Group.

3.2.
Should claims of third parties, arising from infringements of rights through the booking and use of services and offers of SmartFox Group, be asserted against the customer, the customer shall indemnify SmartFox Group against all claims immediately upon request.

3.3.
Until the final clarification of the claims and demands, SmartFox Group is entitled to temporarily suspend outstanding work.

4. Subject matter of the contract

4.1.
Customers who book or commission services from SmartFox Group receive the services described in the order confirmation.

4.2.
A description of SmartFox Group’s offers and services can be found on the website (https://www.smartfox.group). SmartFox Group has the right to extend or limit offers and services at any time. There is no guarantee that services will be offered in the future. If services are no longer offered, SmartFox Group can terminate existing contracts, subject to the notice period specified in 5.3.

4.4.
SmartFox Group has the right to commission third parties to provide the services offered. There is no obligation for SmartFox Group to provide details about third parties. Regardless of the party performing the service, SmartFox Group remains the contractual partner of the customer.

4.5.
SmartFox Group does not guarantee any particular success at any time. SmartFox Group offers with its services tools that can help to achieve certain business goals. The customer himself is responsible for his own goals at all times.

4.6.
The customer retains the rights to use his data. SmartFox Group has the right to use Apps and other content from customers for its own marketing purposes. These purposes are mainly but not exclusively related to the own website, third party platforms and directory-like platforms. This right does not expire upon termination of the contract. Deletion must be explicitly requested by the customer by e-mail to info@smartfox.group. It is possible that even after deletion of all data, copies of this data may still be on the Internet and outside the influence of SmartFox Group.

4.7.
SmartFox Group receives from the customer all data, access, information and documents required for the execution of the service free of charge. If SmartFox Group does not receive this indispensable information despite being requested to do so, SmartFox Group is released from its obligation to perform. If SmartFox Group nevertheless provides or has provided a service, SmartFox Group is entitled to charge for the additional expenditure incurred.

4.8.
Dates and deadlines are to be stated in writing in the offer or in the order confirmation. Subsequent deviations must be confirmed by the customer in writing. Should SmartFox Group not be able to meet dates or deadlines, SmartFox Group shall inform the customer immediately.

5. Contract duration and termination

5.1.
The contract is concluded for an indefinite period.

5.2.
The order of chargeable tariffs, offers and services leads to a contract for the use of precisely these chargeable services. Services are booked on the website via an enquiry form, by e-mail, telephone, WhatsApp, or SMS. In these cases, however, the contract is only concluded by signing the order confirmation. For offers that are paid for directly online, the contract comes into effect immediately. The statutory withdrawal period applies. Contracts for offers and services that do not have a specific term are valid during their use.

5.3.
There is no period of notice. Cancellation is possible at any time, but must take place before the end of any term. Cancellations must be made in writing by e-mail to the SmartFox Group address given in the imprint. Cancellations by telephone, fax, to other e-mail addresses or verbally are not valid.

5.4.
If a contract is not terminated in time in accordance with 5.3, it will be automatically extended by the previous term.

5.5.
For good cause, either party may terminate the contract at any time without notice. Good cause shall be deemed to exist if the terminating party, taking into account all circumstances of the individual case and weighing the interests of both parties, cannot reasonably be expected to continue the contractual relationship until the expiry of the notice period.

5.6.
If a customer withdraws from an order, SmartFox Group shall charge the following percentages of the agreed order value as a cancellation fee: up to six months before the start of the order 10%, from six months to three months before the start of the order 25%, from three months to four weeks before the start of the order 50%, from four weeks to two weeks before the start of the order 80%, from two weeks before the start of the order 100%.

6. Prices and payment

6.1.
Prices may, but do not have to, be fully visible on the SmartFox Group website. The costs for services offered by SmartFox Group are calculated individually according to the customer’s order and the scope of the project. All prices quoted are net prices and do not include the value added tax applicable in the country of SmartFox Group’s registered office at the time of payment. The payment deadline stated on the invoice is decisive. Before booking a service, the customer will be informed of the respective costs incurred. This information can be given verbally or in writing. However, the invoice together with the order confirmation is always valid.

6.2.
For booked services of SmartFox Group the payment terms are determined individually. Payments can be demanded 100% before service provision, 50% before service provision and 50% after service provision or following service provision. However, SmartFox Group is also entitled to invoice partial payments at intervals during the course of a project.

6.3.
Payments are accepted by bank transfer, PayPal and credit card. When booking a chargeable service, the customer will authorise SmartFox Group to collect payments owed via the respective valid account. SmartFox Group is not obliged to provide the service until payment has been made. The payment can only be described as having been made when SmartFox Group can dispose of the full amount.

6.4.
Costs for debt collection, mainly but not exclusively, for return debit notes due to lack of account coverage, incorrect information or other missing information not caused by SmartFox Group, are to be borne exclusively and in full by the customer.

6.5.
If the customer is in default of payment, SmartFox Group is entitled to suspend outstanding work and, if applicable, to withhold documents and records until the debt has been settled. Further claims and rights remain unaffected. The customer shall reimburse SmartFox Group in full for any costs incurred as a result of the delay in payment. In the event of a delay in payment of more than ten days, despite a reminder, SmartFox Group has the right of extraordinary termination in accordance with 5.5.

6.6.
SmartFox Group may change the prices for offers and services at any time and without notice. Purchases made before the change are not affected by these changes and remain valid until the end of the contract.

7. Warranty

7.1.
SmartFox Group shall ensure that the services offered can be used to the agreed extent and without infringing the rights of third parties in accordance with the contract. SmartFox Group provides a warranty for this.

7.2.
If there is a material defect, SmartFox Group is free to remedy the defect by a new delivery or by rectification. If such a defect cannot be remedied within a reasonable period of time, SmartFox Group is free to withdraw from the contract or to reduce the amount owed. The number of attempts to remedy the defect is at the discretion of SmartFox Group. A failure to remedy the defect shall only be deemed to have occurred if SmartFox Group definitively ceases, refuses or unreasonably delays its work on remedying the defect.

7.3.
If the property rights of third parties are infringed by SmartFox Group and the delivery of the service is delayed as a result, SmartFox Group will at its own expense either acquire the rights for further use or offer an alternative equivalent solution that does not infringe the rights of third parties. If this is not possible within a reasonable period of time or under economically reasonable conditions, SmartFox Group as well as the customer have the option to terminate the contract for good cause. In the event of infringements of property rights by SmartFox Group, the customer shall be released from these by SmartFox Group.

8. Liability

8.1.
In the event of injury to life, body or health caused by an intentional or negligent breach of duty by SmartFox Group or an intentional or negligent breach of duty by a legal representative or vicarious agent of SmartFox Group, in the absence of a guaranteed quality and for damage caused by SmartFox Group or a vicarious agent or legal representative of SmartFox Group intentionally or through gross negligence, SmartFox Group shall be liable in full for the damage incurred, irrespective of the legal grounds.

8.2.
Unless life, body or health are affected, product liability does not apply or a guarantee has been declared for the circumstance, liability is excluded for simple negligence, for non-essential contractual obligations.

8.3.
In the event of a negligent breach of an obligation essential to the contract, the fulfilment of which is mandatory for the performance of the contract, SmartFox Group shall only be liable to the extent of the damage foreseeable at the time of the conclusion of the contract, as a rule.

8.4.
Any further liability of SmartFox Group for damages or compensation for futile expenses is excluded.

8.5.
Insofar as the liability of SmartFox Group is excluded or limited, this also applies to the personal liability of the employees, representatives and vicarious agents of SmartFox Group.

8.6.
Events of force majeure which make it substantially more difficult or impossible for SmartFox Group to perform a service or obligation entitle SmartFox Group to postpone the performance of this obligation or obligation for the duration of the hindrance and a reasonable start-up period. Force majeure is an external, unforeseeable event that cannot be averted or averted in time even by exercising reasonably expected care and by technically and economically reasonable means. This includes, in particular, natural disasters, terrorist attacks, machine or power failures, necessary repair work, machine damage, operational failures of equipment, faulty equipment or necessary installations, disruption or failure of telecommunications links, operational disruptions, pandemics, civil wars, hacker attacks, strikes and lockouts, insofar as the lockout is lawful, or statutory provisions or measures of the government or courts or authorities (irrespective of their lawfulness), as well as the occurrence of such events at subcontractors.

8.7.
SmartFox Group accepts no liability for the Customer’s systems. The Customer is responsible for setting up and maintaining its own IT infrastructure.

9. Copyright

9.1.
The websites of SmartFox Group as well as all services offered there are protected by copyright. Furthermore, all other services and performances of SmartFox Group are protected by copyright. The copyright includes the appearance, structure and organisation of the website, as well as all names and logos used.

10. Data protection

10.1.
The customer’s data will only be used by SmartFox Group in connection with a contract and the data protection regulations will be observed. Employees, service providers and subcontractors are obliged by SmartFox Group to comply with data protection. SmartFox Group accepts no liability for non-compliance with the obligation of third parties. Any claims must be made directly to the party concerned. SmartFox Group will assist in connecting the parties.

10.2.
SmartFox Group endeavours to provide an encrypted data connection on the Website. However, SmartFox Group does not guarantee this and draws attention to the fact that the execution of contracts, the transmission of content, data processing and other services may take place unencrypted via the Internet.

10.3.
SmartFox Group is permitted to engage subcontractors and to transfer or make available to these subcontractors the content provided by the customer and all personal data collected within the framework of the contract. Upon request for deletion of this personal data, it will be irrevocably deleted both at SmartFox Group and at the subcontractors. Furthermore, SmartFox Group is permitted to pass on the personal data to the corresponding service providers for the purpose of payment processing and also already for a credit check.

10.4.
It is strictly prohibited to make unauthorised copies of the websites including subdomains of SmartFox Group. Furthermore, it is prohibited to copy, modify or reuse content of any kind from the SmartFox Group websites.

10.5.
A link to the web pages of SmartFox Group is permitted to the extent that it serves as a cross-reference. The reproduction of SmartFox Group’s web pages on external web pages by means of technical aids, such as iframes, is not permitted. Web apps created by customers are included in this.

10.6.
SmartFox Group’s privacy policy can be found at https://www.smartfox.group/privacy-policy.

11. Secrecy

11.1.
All information and documents which become accessible to the parties within the framework of the contractual relationship and which are not in the public domain shall be treated as strictly confidential, even after termination of the order, and even if the order is not executed.

11.2.
The parties shall impose the duty of confidentiality on their respective employees involved in the execution of the order.

12. Final provisions and miscellaneous

12.1.
The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of SmartFox Group.

12.2.
The applicable law of the United Arab Emirates shall apply exclusively. Notwithstanding the foregoing, the Customer agrees that SmartFox Group shall nevertheless be permitted to seek injunctive or equitable relief in other jurisdictions.

12.3.
If provisions of this contract are to be classified as invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the rest of the contract shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision the effects of which come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision.

12.4.
SmartFox Group is entitled to include the company name and logo of the customer in reference lists and to publish these on its own websites or in print media for factual information. Furthermore, the customer grants SmartFox Group the right to use project names and symbols in reference and overview lists. Any further use requires the separate consent of the customer.

Status: April 2023