AGB - General Terms and Conditions

therlo provides comprehensive solutions to ensure healthy and damage-free living and working environments. The range of services includes the elimination of moisture, mould, and odours in buildings. Specialising in water damage management, mould removal, moisture control, and odour elimination, therlo places particular emphasis on high-quality technologies and the adherence to the highest health and safety standards. Additionally, services are offered to maintain hygiene against pathogens to ensure optimal indoor climate.

1. Definitions and Scope

SCAILE Technologies GmbH, Jungfrauenthal 8, 20149 Hamburg, registered at the Hamburg District Court under registration number HRB: 191310 (hereinafter "therlo" or "Operator"), operates the therlo online platform (hereinafter "Platform"). "Users" are all individuals, whether consumers or entrepreneurs, who wish to or already use therlo or who commission therlo with chargeable offers, planning, services, or construction services via the Platform.

These General Terms and Conditions (hereinafter GTC) apply to all users for registration on the online platform, its use, and all business transactions carried out between the contracting parties in connection with the use of the Platform. They also apply to future contracts, unless explicitly agreed otherwise at the conclusion of the contract.

By registering, the user confirms the inclusion of these GTC, which can be accessed at any time via the link. therlo does not store the contract text. The contract language is German.

User terms and conditions do not apply, even if the Operator does not expressly object to their validity on a case-by-case basis. Even if the Operator refers to a document that contains user terms and conditions or refers to them, this does not constitute agreement with their validity.

2. Formation of the Usage Relationship

2.1. The usage relationship between the Operator and the user is established with registration or a request by the user on the Platform. Registration or request is not required for the read-only access to publicly accessible content or services in the non-registration-required area.

2.2. Only users who have completed the age of 18 can make a request and create a user account. The user is responsible for protecting their user account against unauthorized access by third parties. If the user wishes to use services such as analysis and offer creation on the website, they will be asked at the end of the online questionnaire to enter their data into the respective registration form - e.g. their name, email address, and phone number. The registration process can only be successfully conducted if the mandatory fields are completed. By confirming the entered data, the user makes an offer to enter into a usage relationship. The Operator accepts the user's offer by sending an email to the user confirming the registration. Upon receipt of this email by the user, the usage relationship is deemed to be established. The receipt of this email is confirmed by the user.

2.3. Registration for a company may only be carried out by a natural person authorized to represent the company and named as a contact person for the company. The Operator may at any time request proof of identity or authorization.

2.4. The conclusion of the usage contract and the registration within the framework of the (automated) status quo analysis and the non-binding consultation have – without the use of further (chargeable) services – no payment or other obligations for the user.

3.1. A contract for the use of chargeable services, e.g. consulting services or project enquiries, is established by separate registration of the user for the respective service or by completing and submitting the order form and acceptance of this offer by the Operator by sending an electronic order confirmation or implied by providing the service. The Operator may require an identity check of the user for the use of chargeable services.

3.2. All offers from therlo are non-binding and subject to change unless otherwise specified in the specific offer. There is no entitlement to registration or permission to access the registration-required project space ("Meine therlo App"). The Operator may at any time establish special registration requirements for individual offers.

4. Services 4.1. Analysis and Offer

4.1.1. therlo offers the option to perform an analysis and offer creation on its Platform. During the analysis, the user provides more detailed information based on targeted questions and answer options. The therlo technology analyses, based on user information, the necessary foundations for project realisation, particularly, which costs, efforts, benefits, and project processes would be revealed by potential projects and realisations. After completing the analysis, therlo provides the user with the project result calculated automatically based on the entered data.

4.1.2. The user may only use the analysis result, offer overviews, or project processes for personal information or to commission therlo or an external service provider/contractor mediated by therlo with the planning and implementation of the planned project. Disclosure or making known to other third parties is prohibited.

4.1.3. Reference is explicitly made to the liability limitation in clause 11.5.

4.2. Planning and Implementation of the Project by therlo

4.2.1. therlo usually makes an offer to the user after completing the analysis and/or the request by the user.

4.2.2. If the user wishes to accept therlo’s offer, they can declare this by sending a binding order email or digitally signing the offer.

4.2.3. The invoices are settled via therlo.

4.2.4. therlo reserves the right to have its service obligations performed by a subcontractor.

4.2.5. In consultation, therlo may also mediate additional external service providers to the user who can implement individual or comprehensive measures. The following provisions (clause 4.3) apply to the contractual relationship between the user and the External party.

4.2.6. If an application for funding is not approved, the amount paid for the "Funding Service" will be partially refunded to the customer. Costs incurred and any payments already made for commissioned and rendered additional/special planning services are not included in the refund. If the funding is not approved because the customer, manufacturer, or service provider does not meet the funding criteria during implementation, the entitlement to a refund is forfeited.

4.3. Implementation by External Service Providers

4.3.1. For planning services and/or the implementation of project proposals therlo has made an offer for, therlo reserves the right to provide the user with a list of offers from external service providers/cooperation partners that are in a cooperative relationship with therlo and are suitable for implementing the planned project (hereinafter "Externals").

4.3.2. The offers published on the Platform are published on behalf of the respective External. therlo does not verify the accuracy or completeness of the offer information.

4.3.3. If the user chooses a specific External, they can arrange for further consultation with the desired External.

4.3.4. therlo acts as a pure intermediary in the initiation and execution of contracts between the user and the External and does not become a party to that contract. A mediation success is not owed. The mediation commission owed to therlo is shared between the External and the user. The Externals are neither vicarious agents nor assistants of therlo. The fulfilment of the contracts mediated through therlo is solely the responsibility of the mediated contractual partner. The external contractual partner is not subject to any instructions from therlo during the fulfilment of the mediated contracts. therlo assumes no responsibility for the proper performance of the services provided. Each External is independent of therlo and operates on their own account.

4.3.5. Statements and explanations about the Platform in advertising materials and on therlo’s website are only to be understood as descriptions of the nature and not as guarantees or assurances of a property. They only constitute guarantees or assurances in the legal sense if they are provided in writing and explicitly designated as such.

5. User Obligations

5.1. The user assures that the data provided during registration, particularly regarding their own person (e.g. real names, company data) is correct, truthful, and up to date. The use of pseudonyms, artist names, or misleading information is not permitted. The user will inform therlo in a timely and unsolicited manner of changes to their data (in particular name or ownership changes, changes in legal form and address) at least in text form (email) and update them on the Platform.

5.2. The user is obliged to keep access data and passwords secret and secured such that third parties cannot gain knowledge of them. They must not make the use of the Platform with their access data accessible to other users or third parties. In the event of loss of access data, passwords, or suspicion of misuse, the user must inform the Operator immediately. The user is liable for all activities carried out using their user account, including misuse by third parties, unless they are not responsible for the misuse or have not violated any duty of care.

5.3. Natural or legal persons can be excluded from the authorized user group who offer or mediate such consulting and/or mediation services that the Operator itself or through third parties already offers or plans to offer. In particular, but not exclusively, these are the areas of activity: planning of project and construction projects, project and construction applications, financing of projects and construction projects, planning consulting, mediation of specialists and planners, implementation of projects and construction projects, mediation of contractual partners for the implementation of projects and construction projects. The Operator can block user accounts of users who do not or no longer belong to the authorized user group at registration or at a later time.

5.4. If the user has entered into a contract with therlo and/or an External mediated by therlo for the planning and/or implementation of the project, they are obliged to fulfill their cooperation obligations, in particular to promote the planning and implementation of the project through prompt, accurate, and truthful information as well as through necessary timely appointment arrangements.

5.5. The user indemnifies the Operator, its employees, and other vicarious agents from all claims, obligations, and expenses that other users or third parties assert against therlo for breach of their rights by content posted by the user on the Platform or due to other improper use of the Platform by the user. The user reimburses therlo for the costs of necessary legal defence (both in court and out of court), including all court and attorney fees at a statutory rate. This does not apply if the user is not responsible for the infringement. In the event of a claim by third parties, the user is obliged to provide the Operator promptly, truthfully, and fully with all information and materials necessary for examining the claims and a defence. All further rights and claims for damages by the Operator and its employees or agents remain unaffected.

5.6. If the user culpably breaches obligations arising from the usage relationship or statutory provisions, the Operator is entitled, at its own reasonable discretion, taking into account the legitimate interests of the user, to delete prohibited content of the user without notice and without stating reasons and excluding the assertion of claims for damages, to temporarily or permanently block the user's access to the Platform or to permanently delete the user's profile. There is no claim for re-registration by the user. The right to extraordinary termination of the usage relationship in accordance with clause 9 remains unaffected. The initiation of civil and/or criminal proceedings, in particular the assertion of claims for damages and/or the filing of criminal charges, is expressly reserved.

6. Operator’s Rights

6.1. The user grants therlo free of charge, at the time of posting, the non-exclusive, spatially and content-wise unlimited, freely transferable right to use and exploit the content they post on the Platform (e.g. text and graphic data, plan documents) as well as other protected content. The right includes all known forms of use as well as those forms not yet known at present.

6.2. The granting of rights to content posted in the user's profile, particularly posted photos, graphics, and texts and information posted there, is limited to the duration of the usage relationship. The granting of rights to all other content posted by the user, such as contributions and comments, sound or image files, is unlimited in time. These can be anonymised after termination of the usage relationship. The Operator is not obliged to delete or anonymise contributions that mention the retired user by name without being created by them.

6.3. All data arising in connection with services provided by therlo or its cooperation partners remains, in accordance with legal regulations, the property of therlo or its cooperation partners, unless a supplementary written agreement on the usage, exploitation, and/or ownership rights has been concluded in individual cases.

6.4. The user irrevocably and free of charge grants therlo the unrestricted right to use and exploit ideas, service development requests, feedback, recommendations, or other information submitted by the user or third parties in connection with the Platform, unless the user expressly reserves corresponding rights, and this is recognizable to therlo.

7. Reviews

7.1. They should be written objectively according to the principle of fairness and must not contain insulting, offensive, sexually suggestive or criminal content or other unlawful content (e.g. infringing third-party industrial property rights). Factual claims must be truthful. Multiple reviews are not allowed.

7.2. Reviews are always statements by the user and not statements by therlo. therlo does not endorse these statements and assumes no responsibility for them.

7.3. By submitting or otherwise communicating the review, the user grants therlo free of charge the spatially and temporally unlimited rights of use to their review text. therlo is entitled to freely dispose of the review and in particular to process and use it for further review services, pass it on to third parties, and publish it.

8. Compensation

8.1. If the user, external service provider, or cooperation partner uses chargeable services of the Platform, they are obliged to pay the costs incurred for this. The user, external service provider, or cooperation partner will be informed about the cost obligation at least before the first use of the service. If an increase in fees occurs during the agreed duration of continuous obligations, the fee valid from the time of the increase must be paid. If the user, external service provider, or cooperation partner has made advance payments, the fee cannot be increased for the period of advance payment.

8.2. Payment is made via the offered payment methods. The Operator reserves the right to exclude individual payment methods (e.g. cash payment). The invoice to the user, external service provider, or cooperation partner is issued electronically (pdf) via the user account or by email, unless otherwise agreed. Invoicing occurs after the creation and transmission of all documents in digital form by SCAILE Technologies GmbH. Invoice amounts are due at the time of invoicing and payable within 7 calendar days to an account specified by therlo. Upon expiration of this period, the user, external service provider, or cooperation partner is in default. The user must regularly raise objections to the amount of billed fees within one month after receiving the disputed invoice or after debiting the disputed costs in writing. The claim for repayment expires after this period.

8.3. therlo is entitled to demand a reasonable advance payment from the user, external service provider, or cooperation partner before providing the service.

8.4. For additional, change, or repeat services, the contractual partners agree on an additional fee of €130/hour plus statutory VAT.

8.5. If, during the planning and/or implementation of the project, it turns out that the scope of services exceeds the originally calculated scope of services to a significant extent, particularly change services where therlo must practically start planning anew and provide a new intellectual service that is not already included in the proper fulfilment of the service obligations, therlo is entitled to an additional fee.

8.6. Payments for Externals are handled directly with them. therlo is neither responsible for the collection nor for the receipt of any fees for Externals.

9. Contract Duration, Early Termination of the Contract, Withdrawal 9.1. Usage Contract/Contract Duration

9.1.1. The usage contract for using the Platform begins with the first registration of the user on the therlo Platform and is concluded for an indefinite period.

9.1.2. The usage contract can be terminated without notice and without stating reasons at any time with immediate effect. The right of the parties to terminate the contract extraordinarily for an important reason remains unaffected. An important reason exists, in particular, if the terminating party cannot reasonably be expected to continue the usage relationship until the end of the contract term, considering all the circumstances of the individual case and weighing the interests of both parties. The right to extraordinary termination without prior warning exists in particular if the user violates the obligations according to clause 4.

9.1.3 The termination of the usage contract does not affect any contracts concluded between the user and therlo or mediated by therlo between the user and Externals.

9.1.4. Terminations must be in text form.

9.1.5. Upon termination of the usage relationship, the user account and profile of the user, including all information stored there (e.g. personal messages, profile information, image file), will be deleted, provided that and as long as the Operator is not legally obliged to store this data. Data collected in connection with services provided by the Operator or its cooperation partners will be deleted only after the expiration of the statutory limitation periods. The user has no claim to handover or other provision of content posted by them.

9.2. Early Termination of the Contract

9.2.1. If the user, external service provider, or cooperation partner terminates the contract, therlo is entitled to the agreed remuneration for the services commissioned until then, considering what therlo has saved due to the cancellation of the contract or earned through other use of the workforce or could have earned maliciously.

9.2.2. If no suitable on-site appointment has been found within 180 days after the conclusion of the contract, even though therlo, external service providers, or cooperation partners have offered possible appointments, 60% of the agreed fee is payable.

9.2.3. An important reason for the user's termination in particular exists if

– the trust between the parties is significantly disturbed due to circumstances occurring after the conclusion of the contract, or other circumstances exist on account of which it is no longer reasonable for the user to adhere to the contract;

– therlo has suspended its payments, applied for the opening of insolvency proceedings over its assets, or therlo’s performance ability is impaired to such an extent for other reasons that a trust in its capacity to perform contractually no longer exists.

9.2.4. An important reason for termination by therlo exists, in particular, if

– the user omits a performance owed to them, thereby significantly hindering therlo in performing its service in accordance with the contract;

– the user is in default with a due payment or otherwise with a significant contractual obligation;

– the trust between the parties is significantly disturbed for other reasons occurring after the conclusion of the contract, such that they cannot reasonably be expected to continue adhering to the contract;

– therlo and/or the user are hindered from continuing project processing/implementation for more than two months due to unforeseen circumstances (force majeure), such as no longer having one or more of the public-law approvals required for the project, a court prohibition on continuing the work etc.

9.2.5. Terminations must be in writing.

9.2.6. If this contract is terminated by the user for important reasons, therlo, external service providers, or cooperation partners are only entitled to a fee for the services rendered up to the point of termination that are free from defects, usable, and self-contained (§ 648a BGB).

9.3. Withdrawal

9.3.1. therlo has the right to withdraw from the contract with the user, external service provider, or cooperation partner if

– circumstances that were not recognisable at the time of conclusion of the contract or occurred between the conclusion of the contract and fulfilment that justify withdrawal considering a justified interest by therlo, such as force majeure, the Corona pandemic, payment default, inadequate services, strikes, and natural disasters,

– therlo unexpectedly does not have sufficient capacities to fulfil the contractual services or the agreed dates. In this case, therlo must inform the user promptly and refund already received counter-performances to the user.

10. Acceptance

For step-by-step commissioning, therlo is entitled to demand formal acceptance after completing each commissioning stage. If therlo is commissioned with the services of further commissioning stages, acceptance of the preceding commissioning stage is considered partial acceptance. Moreover, the contractor has the legal entitlement under § 650s BGB to a formal partial acceptance after accepting the last service to be performed for the project.

11. Warranty and Liability

11.1. Warranty and damage claims by the user are governed by statutory provisions.

11.2. therlo assumes no liability for the content accuracy, timeliness, and completeness of the content (of the website, platform, offers, project processes) and the documents and data provided by the user. If external service providers, cooperation partners, and/or specialists were/will be engaged by the user for the supplementary services of therlo, therlo is not responsible for their services.

11.3. therlo is not liable for performance or damages occurring in the relationship between the user and an External in contracts mediated by therlo.

11.4. therlo strives to offer a disturbance-free operation of the Platform in the long term. Naturally, this is limited to services over which therlo has influence. The user, external service provider, or cooperation partner acknowledges that a continuous, complete availability of the Platform is not technically feasible. In particular, therlo reserves the right, at its own discretion, to restrict access to the Platform, in whole or in part, temporarily or permanently, particularly due to maintenance work, capacity considerations, and due to other events.

11.5. therlo and its legal representatives and vicarious agents are liable without limitation

- for intent and gross negligence,

- when assuming a guarantee,

- for damages resulting from injury to life, body, or health.

For other damages (property and financial damages), the liability of the Operator for property and legal defects is excluded for gratuitous services, in particular the provision of information or documents. The Operator is not liable for completeness, suitability for a specific purpose, timeliness, and accuracy of research results, automated processes, or other information.

11.6. The liability exclusions or limitations also apply in favour of the legal representatives and vicarious agents of the Operator if claims are made directly against them and accordingly to claims against companies and cooperation partners associated with therlo, as well as their legal representatives and other vicarious agents.

11.7. The provisions of the Product Liability Act remain unaffected.

12. Assignment and Set-Off

Assignment of claims by the user is only permitted with the prior written consent of the Operator. The right to set-off is only available to the user insofar as their counterclaim has been legally established or is undisputed. The right of retention, particularly the plea of non-fulfilment of the contract, remains unaffected.

13. Right of Withdrawal

If the user, external service provider, or cooperation partner enters into the contract with therlo for a purpose that cannot be attributed to their commercial or independent professional activity, the following provisions on the right of withdrawal apply to the user as a consumer (§ 13 BGB):

Right of Withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period is 14 days from the day of conclusion of the contract. It does not begin to run before you have received this instruction in text form.

To exercise your right of withdrawal, you must inform us

SCAILE Technologies GmbH, therlo

Jungfrauenthal 8

20149 Hamburg

Email address: dataprotection@therlo

by way of a clear statement (e.g. letter, fax, or email) about your decision to withdraw from this contract. To meet the withdrawal deadline, it is sufficient that you send the notice of the exercise of the right of withdrawal before the withdrawal period expires. You can use the model withdrawal form [LINK], but it is not mandatory.

Consequences of Withdrawal

If you withdraw from this contract, we will refund all payments we have received from you immediately. You must return all services you have received from us until the withdrawal. If the return of a service is excluded due to its nature, such as used materials, products that cannot be removed without destruction, or services that cannot be reversed without effort/cost, you must pay compensation for the value.

Special Note on the Premature Expiration of the Right of Withdrawal

The right of withdrawal expires in the case of a contract for the provision of services when the service has been fully rendered and the performance only began after the consumer gave their explicit consent and simultaneously confirmed their knowledge that they lose their right of withdrawal with the full performance of the contract by the entrepreneur.

14. Data Protection

14.1. The data protection declaration of therlo applies to data protection, which is provided to the user in text form in the event of registration and is accessible in its current version at any time.

14.2. Before performing the analysis and offer creation, the user agrees that therlo may use the data transmitted by them fully, especially to propose offers to the user, including from Externals, or to use the data in other ways, such as by transmission to third parties, such as advertising partners.

15. Alternative Dispute Resolution

15.1. therlo does not participate in any dispute settlement procedure and is not obliged to do so.

15.2. The European Commission provides a platform for online dispute resolution, which is available here. therlo is not obliged to participate in dispute resolution proceedings before a consumer arbitration board and does not voluntarily participate.

16. Final Provisions

16.1. Changes or additions to these terms and conditions must be in text form to be effective. therlo reserves the right to change the terms and conditions with effect for the future at any time. Users, external service providers, or cooperation partners will be informed of changes to these terms and conditions in advance, at least in text form. If the user does not object to the change within at least 4 weeks after the announcement of the change in text form (e.g. by email), this shall be considered agreement with the change; therlo will point this out in the change notice.

16.2. The law of the Federal Republic of Germany applies.

16.3. In business transactions with merchants operating a commercial enterprise or with such natural or legal persons who are equated with such merchants by registration in the commercial register or by law, the place of jurisdiction for disputes arising from this contract, regardless of legal reason, is Hamburg.

16.4. Should agreements made in this contract be entirely or partially invalid or not executable, the validity of the remaining contract content shall remain unaffected. Instead of the invalid or ineffective condition, a replacement that comes closest to the intention of the contract partners applies.

As of September 2024