Terms of Service

§ 1 Scope, Provider, Contract Language

(1) These Terms of Service ("Terms") govern all contracts for the use of the "StarDesk" SaaS platform and related services (the "Services") between Patrick Adeniji, trading as "SmarterStars", Marienplatz 8, 94081 Fürstenzell, Germany ("SmarterStars", "we") and the customer.

(2) Business customers only. The Services are offered exclusively to businesses, professionals and public-sector entities. Contracts with consumers are excluded (see § 2).

(3) The customer's conflicting or supplementary terms do not apply unless we expressly agree in writing.

(4) Prevailing language. For customers established in Germany, Austria or Switzerland the German version (Part A) prevails; for all other customers this English version prevails. Translations into other languages are non-binding courtesy versions; in case of conflict the prevailing version governs. Where a country mandates a local language, the country addendum (Part C) applies.

§ 2 Business Status; No Consumer Contract

(1) By entering into the contract the customer confirms that it acts in the course of its trade, business or profession and is not a consumer. This confirmation must be actively given at checkout.

(2) As this is not a consumer contract, statutory consumer withdrawal/cancellation rights do not apply. ⚖️ Enforceability of this exclusion per market to be confirmed by counsel.

§ 3 Services

(1) SmarterStars provides access to the "StarDesk" platform over the internet, including review and reputation management, QR review cards, review funnels, competitor/market monitoring and a business-card service. The Services include the SmarterStars-operated feedback domain "WriteYourFeedback" (exact domain: writeyourfeedback.[TLD] — ⚖️ to be entered before go-live), where the customer's end-customers submit a review or their feedback. The specific scope follows the plan selected at order time.

(2) Optionally, telephone outreach may be carried out by independent contractors engaged by SmarterStars ("Callers") using market-specific phone numbers. Calls are not recorded. If a Caller is unavailable, the caller may voluntarily leave a voicemail.

(3) SmarterStars owes provision of the platform according to the state of the art, not any specific commercial result (e.g. a number of reviews or revenue). Review portals, mapping and communication providers are third parties beyond our control.

(4) SmarterStars may further develop and modify the Services provided the core contractual benefit is preserved and changes are reasonable for the customer.

§ 4 Formation, Term, Termination

(1) Presentation of the Services is an invitation to treat. The customer's order is a binding offer; the contract is formed upon our confirmation or provision of the Service.

(2) Unless agreed otherwise, contracts are subscriptions for the term stated in the plan and renew automatically for the same term unless terminated with 30 days' notice before the end of the term. ⚖️ Auto-renewal mechanics to be checked per market (e.g. US state auto-renewal statutes).

(3) The right to terminate for good cause remains unaffected.

(4) Termination requires text form (e.g. e-mail to support@smarterstars.com or the in-account cancellation function).

§ 5 Customer Obligations

(1) The customer is responsible for content and data it submits and warrants it is entitled to use them and infringes no third-party rights.

(2) The customer must not use the platform for unlawful purposes, in particular must not generate or commission fake, purchased or manipulated reviews. Violations entitle SmarterStars to immediate suspension.

(3) Where the customer has personal data processed through the Services, the parties enter into a Data Processing Agreement (Doc 06 — DPA), which prevails on data-protection matters.

(4) The customer keeps credentials confidential and is responsible for actions via its account.

§ 6 Prices, Payment (Stripe)

(1) Prices stated at order time apply. SmarterStars is a small business under § 19 German VAT Act; no German VAT is shown on net list prices. Any applicable taxes (VAT/GST/Sales Tax) are calculated and shown at checkout via Stripe Tax where enabled.

(2) Payment via Stripe. Payment processing and invoicing are handled by Stripe, Inc. as payment service provider. SmarterStars remains the contracting party for the provision of the Services and issues invoices to the customer. Stripe's terms apply additionally to the payment process.

(3) Details on due dates, payment methods, refunds and the grace period are set out in the Payment & Refund Terms (Doc 05), which form part of this contract.

§ 7 Availability, Maintenance

(1) SmarterStars strives for high availability but does not owe uninterrupted availability. Maintenance windows, force majeure and third-party outages may limit availability.

(2) An SLA applies only where separately agreed.

§ 8 Rights of Use

(1) For the term, SmarterStars grants the customer a non-exclusive, non-transferable, non-sublicensable right to use the platform as agreed.

(2) All rights in the platform, software, trademarks and SmarterStars content remain with SmarterStars or the respective right holders.

§ 9 Warranty

(1) Statutory rules for SaaS apply except as modified below.

(2) Insignificant impairments do not give rise to defect claims. The customer notifies defects without undue delay in text form.

§ 10 Liability

(1) SmarterStars is liable without limitation for intent and gross negligence, for injury to life, body or health, and under mandatory law (e.g. product liability).

(2) For slight negligence SmarterStars is liable only for breach of a material contractual obligation (cardinal obligation), limited to typical, foreseeable damage.

(3) ⚖️-2 Liability cap. Otherwise liability is capped at the net fees paid by the customer in the one (1) month preceding the event (one month's fee) (proposed amount — to be confirmed by counsel).

(4) Liability for indirect damage and lost profits is excluded to the extent legally permissible.

(5) The above limitations also apply for the benefit of SmarterStars' agents, including the independent Callers.

§ 11 Indemnity

The customer indemnifies SmarterStars against third-party claims arising from unlawful or contract-breaching content or use for which the customer is responsible.

§ 12 Confidentiality

Each party keeps the other's confidential information confidential and uses it only for contractual purposes; this survives termination.

§ 13 Changes to the Terms

SmarterStars may amend these Terms for the future. Changes are notified at least 30 days before they take effect in text form. If the customer does not object within 30 days, the changes are deemed approved (the notice will highlight this). If the customer objects, either party may terminate as of the intended change date.

§ 14 Governing Law, Jurisdiction, Dispute Resolution

(1) German law applies, excluding the CISG and conflict-of-law rules.

(2) Option A (default). Exclusive place of jurisdiction is SmarterStars' seat (Regional Court / Landgericht Passau) where the customer is a merchant, a public-law entity or has no general place of jurisdiction in Germany. SmarterStars may also sue at the customer's seat.

(3) ⚖️-1 Option B (alternative for non-EU customers). For customers outside the EU/EEA, an arbitration clause may replace (2) (e.g. DIS or ICC rules, seat in Germany, language English). Arbitral awards are more readily enforceable internationally under the New York Convention.

(4) Severability clause: if any provision is invalid, the remainder stays valid and is replaced by the permissible rule closest to the economic purpose.

Note: Country addenda (Part C of the draft) are in the full legal pack and will be published after counsel sign-off.