Terms and Conditions

as at 01.01.2025

§ 1 Scope

The following General Terms and Conditions of Contract apply to all contracts for work and services (§ 631 BGB), unless otherwise stated in the contractor's offer or in written agreements between the parties. Any deviating terms and conditions of the client shall not be recognized, even if they are not expressly contradicted again.

§ 2 Subject Matter

The subject of the contract are the services specified in the order confirmation or contract.

§ 3 Scope of Services

The scope of work, the procedure, and the type of work results are determined by the contractor's offer, insofar as they are not regulated in the written agreements between the parties. Changes, additions, or expansions to the scope of work, the procedure, and the type of work results require a specific written agreement.

§ 4 Confirmation of Contract Termination

Once the contractor has produced the agreed services, they shall inform the client in writing. The contract is deemed to have been carried out and is terminated when the contractor has handed over the documented work results to the client, or the client has either confirmed acceptance in writing or has utilised the results, or if the client does not object to a notification pursuant to sentence 1 immediately, at the latest within four weeks, with written justification.

§ 5 Contractor's Co-operation Obligations

The client undertakes to support the contractor's activities. In particular, the client shall, free of charge, create all conditions within their sphere of operations that are necessary for the provision of services. To the extent that the client withholds required conditions from the contractor, they shall separately compensate the contractor for any documented waiting times incurred. The client shall be responsible for ensuring that reports, drafts, statements, and calculations produced by the contractor within the scope of the order are used solely for their own purposes. To the extent that copyrights arise in the contractor's work results, these shall remain with the contractor.

If the Client fails to provide the supporting documents required for the performance of the contract or the requested documentation, despite being asked to do so, or fails to provide them in good time, and the Contractor is consequently unable to carry out its work, the contractor is entitled to invoice the resulting additional costs as well as a flat-rate cancellation fee equivalent to the reserved hours at 80%.

§ 6 Contractor's Specific Duties

The contractor is obliged to treat information concerning the client's trade and business secrets with confidentiality and, if requested, to have his employees sign a corresponding confidentiality agreement. If one of the employees breaches the agreement, the contractor shall fulfil his obligation to compensate the client arising from this by assigning his recourse claims against the employee to the client.

The contractor is entitled, in compliance with the GDPR, to engage employees, data processing companies, skilled third parties and subcontractors for the performance of the contract. When engaging third parties, the contractor shall take appropriate care to ensure that they are bound to confidentiality.

§ 7 Duty of Loyalty

The client and the contractor undertake to be mutually loyal. In particular, the hiring or other employment of employees of the contractor who were involved in the execution of the contract shall be avoided for a period of 12 months after the termination of the cooperation. A breach of this provision shall result in a penalty of EUR 5,000.

§ 8 Interpretation Assistance for Freedom from Defects

The work documents provided by the contractor to the client also serve as information on the respective stage of processing. If they do not lead to a justified complaint, the documents are considered an aid to interpretation for a later assessment of the contract object with regard to its freedom from defects.

§ 9 Fees and Costs

The remuneration for the contractor's services shall be based on the rates agreed in the separate contract, unless otherwise stipulated in special cases. The remuneration is due upon delivery and acceptance of the work. The fee rates and other invoiced amounts (e.g. expenses, ancillary costs, etc.) do not include VAT. This will be invoiced to the client in addition. All invoices are due immediately and without deduction. In the event of late payment, default interest of at least 5 percentage points p.a. above the respective base lending rate is to be paid. If the contractual partner is not a consumer, the interest rate is at least 8 percentage points above the base lending rate. We reserve the right to adjust the prices for our services and products. A price increase will be communicated to you 3 months in advance and will automatically come into effect. If you have not lodged an objection within 4 weeks of the price adjustment being announced, this will be considered your confirmation of the new prices.

In the event of a rejection of the SEPA direct debit mandate, the Contractor reserves the right to charge a monthly flat-rate administration fee amounting to 5% of the monthly invoices.

§ 10 Warranty and Liability

The contractor is obliged for a period of one year after the handover of the work documents to remedy any defects for which they are responsible, if such defects are proven to them in writing. The contractor is not responsible for a defect if the defect is due to the task assigned by the client or the faulty/insufficient contribution of the client (cf. § 5 of these terms and conditions); any warranty obligation of the contractor shall also lapse if the client or third parties alter the services or parts of the services without the contractor's consent. The client's claims for rescission of contract, reduction in price, or reimbursement of costs for remedial action shall not exist.

Liability for damages notified in writing within the one-year warranty period, for which the contractor is culpably responsible, is limited to a maximum of EUR 25,000. Any liability beyond this amount is excluded, except in cases of intent and gross negligence.

§ 11 Default and Force Majeure

If the contractor is in default in fulfilling their obligations, the client may withdraw from the contract after the expiry of a reasonable grace period set for the contractor, provided that the agreed services have not been rendered by the deadline. Damages for delay cannot be claimed, without prejudice to liability in cases of fault. Events of force majeure entitle the contractor to postpone the fulfillment of their obligations by the

duration of the disability and to postpone an appropriate start-up period. Strikes, lockouts, and similar circumstances that make performance substantially difficult or impossible for the contractor are equivalent to force majeure. If the client fails to provide any cooperation incumbent upon them under Section 5 of these terms or otherwise, the contractor shall be entitled to terminate the contract after setting a reasonable grace period.

The contractor retains the claim to remuneration, taking into account the provisions of §642(2) of the German Civil Code (BGB). The contractor's claims for compensation for additional expenses incurred due to the client's default or failure to cooperate, as well as for any damage caused, shall also remain unaffected, even if the contractor does not exercise the right of termination.

§ 12 Term of the contract and termination

The contract duration is determined by the agreement of the contracting parties. The contract may be terminated prematurely at any time with four weeks' notice in writing from the client, if urgent operational reasons of the client require it, e.g. cessation of the client's business. In this case, the remuneration of the contractor shall be governed by § 649 of the German Civil Code (BGB).

Section 13 Final Provisions

If the terms and conditions are partly or wholly invalid, the validity of the remaining provisions of the terms and conditions shall not be affected. The contracting parties undertake to replace an invalid provision with a valid one that, taking into account the mutual economic interests, comes closest to the objective of the contract.