Terms and Conditions of Service – Smotions c/o Portlab e.K. (Smotions Engineering LLC)

1. Definitions

1.1. “Smotions” shall refer to Smotions Engineering LLC, a legal entity providing full-stack product development and creative consultancy services, duly organized and existing under the laws of the Federal Republic of Germany. 

1.2. “Client” shall denote any individual or legal entity engaging the services of Smotions, as outlined herein. 

1.3. “Plan” shall signify the pre-determined service package, as mutually agreed upon by Smotions and the Client, detailing the scope and nature of services to be rendered. 

1.4. “Discovery Call” shall refer to a brief, introductory consultation, limited to fifteen (15) minutes, provided by Smotions for the purpose of acquainting the Client with its services and personnel.

2. Engagement, Financial Obligations, and Remuneration

2.1. Initial Consultation Fee. A non-refundable fee shall be payable by the Client for the initial consultation. Said fee shall be credited against the first monthly invoice, contingent upon the Client’s formal acceptance of a service Plan. 

2.2. Service Commencement. Smotions shall initiate the provision of services only upon receipt of the aforementioned initial consultation fee. 

2.3. Plan Adherence and Supplemental Services. Services shall be rendered in strict adherence to the agreed-upon Plan. Any services requested by the Client beyond the scope of the Plan shall necessitate the procurement of an additional Plan. Smotions may, at its sole discretion, offer seasonal discounts, the extent and applicability of which shall be determined by Smotions. 

2.4. Agreement Ratification. The Client’s agreement is confirmed upon payment for an offer or the initial consultation. 

2.5. Payment Authorization and SEPA Direct Debit. The Client hereby irrevocably authorizes Smotions to initiate automatic debits from their designated account and agrees to a SEPA direct debit agreement, governed by German law. 

2.6. Payment Default and Service Suspension. In the event of payment default by the Client, Smotions shall suspend the provision of services within fourteen (14) days of the missed payment, without prejudice to any other rights or remedies available to Smotions. 

2.7. Fee-Based Contract (Honorarvertrag). All financial transactions, encompassing payments for products, services, intellectual property, software, APIs, IT infrastructure (e.g., storage space), tools, equipment, travel, accommodation, and maintenance, shall be governed by a fee-based contract (“Honorarvertrag”) under German law and shall be invoiced to the Client as per the agreement or separately, as applicable. 

2.8. Prohibition of Yearly Payment Option. The Client is expressly prohibited from switching from monthly payments to yearly payments.

3. Service Provisions, Responsibilities, and Obligations

3.1. Client Provision of Information. The Client is obligated to provide all pertinent and current contact information for sourcing, research, product design, manufacturing, and storage management, to facilitate effective correspondence and management. 

3.2. Research Costs. The Client shall bear the financial responsibility for all research-related services and products, which shall be invoiced separately. 

3.3. Plant Visitation Expenses. Costs associated with plant visitations shall be the sole responsibility of the Client. The Client may, at their discretion, elect to accompany Smotions during such visits. 

3.4. Price Adjustments. Prices are subject to revision based on identified project requirements, and additional orders may be invoiced separately. 

3.5. Local Personnel Utilization. The Client authorizes Smotions to utilize local personnel, including sourcing agents, who may receive Client contact information and participate in meetings, as deemed necessary by Smotions for the execution of the project. 

3.6. Client Responsibility Transfer and Interference. The client accepts that he transfers responsibility onto Smotions for handling outlined services, and acknowledges that he will pay for all services. The client acknowledges that the client’s interference can jeopardize missing project deadlines, which can in turn result into additional working expenses carried by the client.

4. Termination of Agreement

4.1. Plan Opt-Out. The Client may opt out of any Plan by providing thirty (30) days’ written notice to Smotions. Any fees paid for services already provided are non-refundable. Furthermore, the agreement/contract shall automatically terminate upon the expiration of a twelve (12) month period from the commencement date, unless otherwise expressly agreed upon in writing by both parties.

5. Data Protection and Privacy.

Smotions is committed to protecting the Client’s personal data. Smotions processes personal data in accordance with applicable data protection laws, including the GDPR, as necessary for the performance of this agreement, for legitimate business interests, and as required by law. For detailed information on data processing practices, data collection, use, sharing, Client rights, and data security measures, the Client is directed to Smotions’ comprehensive Privacy Policy, available on the Smotions website at [Insert Website Address Here]. The Client is advised to review this Privacy Policy to fully understand how their data is handled.