GENERAL TERMS & CONDITIONS

1. General Performance of Duties

(1) The guard and security trade is, according to Article 34 GeWo (German Industrial Code), a trade requiring a licence. It renders its security services by carrying out patrols, static guard duties and special services.
a) The patrol services are performed in uniform by individual security guards or radio patrol officers. Unless otherwise agreed, checks are made during each round on the installations under guard in the territory concerned, as far as possible at irregular intervals.
b) Specific guard duties are as a rule performed by one or more than one security guard or desk officer, who are deployed for the guarding of one or more items which are spatially linked. The individual duties are laid down in a separate list of instructions.
c) The special services include the following: identity checks, bodyguard services, transport of cash and other valuables, security officers for DG AG, operation of alarm and emergency call centres (service centres) and the performance of cash desk, marshalling and surveillance services for exhibitions, trade fairs, events and other services.

(2) The mutual obligations of the Client and the Operator of the security company are agreed in separate contracts or agreements.
(3) The security company carries out its activities as a service (not a transfer of personnel or temporary employment in terms of the Act on Personnel Transfer for Commercial Purposes dated August 7 1972 as formulated in the promulgation of February 3 1995, as most recently amended by the First Act for Modern Services on the Labour Market dated December 23 2002, BGB (German Civil Code) I, p. 4607), using its personnel as vicarious agents. The selection of the personnel employed and the right to give work instructions repose - except in case of imminent danger - with the commissioned security company.
(4) The security company has sole responsibility for the fulfilment of all statutory, official, social security and liability insurance obligations towards its employees.

2. Inspection rules

In any individual case the performance of the service is regulated and determined solely by the inspection rules / emergency plan. It contains the Client's instructions stating the detailed parameters for the inspection rounds, controls and other security checks that must be made. Alterations and additions to the inspection rules / emergency plan are subject to agreement in writing. In the event of unforeseeable emergency situations it is possible in individual cases to waive the prescribed controls, inspection rounds and other security checks.

3. Keys and emergency addresses

(1) The keys necessary for the service must be supplied by the Client without charge and in good time.
(2) The Operator of the security company will be liable to the extent defined in Section 10 for losses of keys and for damage caused to keys, intentionally or negligently, by security personnel. The Client will furnish the Operator with the contact details by means of which he (the Client) can be informed, at night as well, of any danger to the property being guarded. The Operator must be informed immediately of any change in these details. In cases in which the Operator must operate the response-to-alarm process via cut-in alarm signals, the Client must state the order in which parties are to be notified.

4. Complaints

(1) Complaints of any kind which refer to the performance of the service or other irregularities must be forwarded immediately in writing to the management of the security company for corrective action. If notification is not given in due time, no rights relating to such complaints can be asserted.
(2) Repeated or gross derelictions in the performance of the service will justify termination of the agreement without notice only if the Operator of the security company has not taken corrective action in reasonable time - within no more than seven working days.

5. Term of assignment

Unless otherwise agreed in writing, the assignment shall have a term of one year. If it is not terminated at three months' notice to the end of the first term, the agreement shall be automatically renewed, each year, for a further year.

6. Service performance by other companies

The Operator is entitled, subject to agreement with the Client, to use the services of registered and reliable companies in terms of Article 34a GeWo for the fulfilment of his obligations.

7. Interruption of security service

(1) In cases of war or strikes, civil unrest and other forms of force majeure, the Operator of the security company can suspend any service that has become impossible or make appropriate adjustments.
(2) In the event of such suspension the Operator shall be obliged to reduce his charges in line with any savings on wages during the period of interruption.

8. Premature dissolution of agreement

(1) In the event of the Client relocating, or selling or otherwise disposing of the contracted property or object, the Client can terminate the agreement at one month's notice.
(2) If the Operator relinquishes the patrol territory he shall also be entitled to effect premature termination of the agreement at one month's notice.

9. Succession

In the event of the decease of the Client, his successor at law shall enter into the agreement unless the agreement was primarily directed at personal needs, in particular at the protection of the person of the Client. The agreement will not be affected by the decease of the Operator or any legal consequences or changes following his decease.

10. Liability and limitation thereof

(1) The liability of the Operator for material and financial damage which is culpably caused by him or his legal representatives or his vicarious agents shall be limited to the maximum amounts specified in Subsection (3) unless the damage has been caused intentionally or through the gross negligence of the Operator himself or his legal representatives or his vicarious agents, or through the culpable breach of major contractual obligations.
(2) In every case of slight negligence the liability of the Operator shall be limited to the amount that is predictable and typical for comparable business arrangements of this kind.
(3) The maximum amounts referred to in Subsection (1) are:

a) EUR 250,000 for damage to property
b) EUR 15,000 for the loss of guarded objects
c) EUR 12,500 for purely financial loss.

(4) Claims for compensation for property and financial damage directly on the personnel will not be possible unless they have have caused such damage intentionally or through gross negligence or through the breach of major contractual obligations. In every case of damage caused by negligence the liability of the personnel will be limited to the amount that is predictable and typical for comparable business arrangements.
(5) Under Article 6 of the Security Guard ordinance the company must take out liability insurance. The insurance contract is in every respect subject to the General Conditions for Liability Insurance (AHB) and the Conditions for the Liability Insurance of Security Companies. In particular, damage which is not connected with the actual security service is excluded from the insurance cover, such as damage resulting from the assumption of the obligation to grit icy pathways, or from the operation of sunshade devices or the operation and maintenance of machines, boilers, radiators and other electrical or similar equipment.

11. Lodging of liability claims

(1) Claims for damages must be lodged with the company within 4 weeks from the time the damage-causing event came to the knowledge of the claimant, his legal representatives or his vicarious agents. If the extent of the damage cannot be ascertained within that period, it shall be sufficient, but also necessary, for the claim to be entered on principle. Claims for damages which are not lodged within this period will not be considered.
(2) The Client is also obliged to give the Operator himself, or an agent of his, an immediate opportunity to establish all the required facts with regard to the cause of the damage and the processing and amount of the claim. Any additional losses or expenses caused by the Operator's failure to meet the above obligations, or not doing so immediately, shall be borne by the Operator.

12. Liability insurance and evidence of same

The Operator is obliged to take out liability insurance to the amount of the liability whose limits are stated in Section 10. The Client can require the Operator to produce evidence that such insurance has been effected. The relevant insurance amounts are laid down in the Ordinance on the Security Trade as last amended on July 23 2002 (BGB I.I p. 2724).

13. Payment for security services

(1) Unless otherwise agreed, the amount due under the agreement is payable monthly in advance.
(2) It shall not be permissible to offset or retain any part of the payment except in the case of an undisputed or legally established claim.
(3) In the event of payment being in arrears despite reminders, the Operator's obligation to perform the service, and his liability, will be suspended without the Client being released in any degree from the agreement or from his payment obligation during the relevant period. Other aspects are subject to Article 286/3 BGB.

14. Price changes

In the event of a change or the introduction of new statutory taxes, surcharges, insurance premiums, vehicle operating costs, wage costs and ancillary labour costs, particularly due to the conclusion of new wage agreements or other general wage agreements, the price charged must be changed accordingly, that is, by the amount that the change in wage costs, ancillary labour costs and the other costs stated above has altered the hourly pay rate for the execution of the commission, plus the currently effective taxes and surcharges. Confirmation by the BDWS (German Association of Security Companies) will suffice as substantiation for the change in wage costs.

15. Commencement of agreement, alterations to agreement

(1) The agreement will be binding on the Operator as from the time that his written confirmation of the commission is received by the Client.
(2) Any supplementary agreements, alterations, additions or restrictive provisions must be in written form.

16. Recruitment restriction and contractual penalty

(1) The Client will not be permitted to induce the Operator's employees to terminate their service and to establish a new employment or service relationship as independent or contracted employees of the Client. This provision will continue to apply for six months after the termination of the agreement.
(2) If the Client is culpably in breach of the provisions of Subsection (2), he shall be obliged to pay a contractual penalty of six times the amount of the monthly charge.

17. Data protection

(1) Data protection will be effected subject to the provisions of the German Data Protection Act (BDSG), in particular Articles 27 ff. BDSG for non-public sector positions, in its currently valid form.
(2) Article 5 BDSG (data confidentiality) will particularly apply.
(3) The liability provisions set out in Section 10 will apply to any failure to comply with the provisions of data protection law.

18. Court with jurisdiction and place of performance

If the Client is a merchant, a legal person in public law or if there are investment funds under public law, the place of performance and the court of jurisdiction will be the domicile of the security company. This agreement on the court of jurisdiction will apply expressly also to the case that
a) the party being sued at law relocates its domicile, residence and/or usual place of abode after the agreement has been concluded,
b) claims resulting from the contractual relationship are asserted by way of enforcement proceedings.

19. Final provisions

If individual provisions of this agreement should be invalid in law, they should be re-interpreted in such a way as to achieve the commercial purpose intended by the invalid provision. This will not affect the validity of all remaining provisions.