GENERAL TERMS AND CONDITIONS OF BUSINESS

§ 1 Scope

All contracts, offers, deliveries and services from True Communication wK GmbH (hereinafter True Communication) are based on these general terms and conditions. The general terms and conditions of True Communication also apply if True Communication carries out the order without reservation in the knowledge of conflicting or deviating conditions of the client.

§ 2 Conclusion of contract

True communication offers are subject to change. A contract is concluded by both parties signing the order or contract. In the case of full-time merchants, this can also be done by confirming the cost estimate by the contractor. Cost estimates and other attachments to offers or order confirmations from True Communication are essential parts of the respective contract.

§ 3 Scope of services

The subject of each order is the agreed conception, promotion, event and/or consulting activity through true communication, but not the achievement of a specific economic success. True communication is entitled to commission third parties to provide the agreed services. Changes and additions to the orders must be in writing to be effective. For all additional services ordered by the customer, meine Kommunikation calculates the time spent on the activity (time fee) and expenses in accordance with the current fee and expense rates of meine Kommunikation, which are made available at the request of the client. In the event of changes and additions to the orders True communication is not responsible for reasonable rescheduling.

§ 4 Obligations of the client to cooperate

The client is obliged to support true communication to the best of his ability and to create all possible conditions necessary for the proper execution of the order. If the client does not comply with obligations according to paragraph 1, he is liable to True Kommunikation for the resulting damage.

§ 5 Remuneration and payment conditions

The fee for the services of True Communication is either calculated based on the time spent on the activity (time fee) or agreed as a fixed price. Unless otherwise agreed, True Communication is entitled to reimbursement of expenses in addition to the fee. Details of the method of payment are regulated contractually. All claims are due upon invoicing and are payable immediately without deductions. All prices are net, i.e. plus the applicable statutory VAT. Price increases of up to 5% are permitted and must be borne by the client. For price increases of more than 5%, True Communication must provide the client with a cost estimate within 3 weeks of becoming aware of the price-increasing circumstances. If the client does not object to the cost estimate within 1 week, the price increases are deemed to have been approved. If the client is in default of payment, True Communication is entitled to charge default interest of 3% (in words: three out of a hundred) from the time the default occurs the respective discount rate of the Deutsche Bundesbank. True Communication reserves the right to assert further damages. If the client is in default of payment, True Communication has the right to withdraw from the contract and immediately discontinue its services without giving reasons and, if necessary, to stop ongoing promotions, events, etc. Any claims that may arise from this circumstance cannot be asserted against true communication. If the promotion is not carried out through no fault of True Communication, the advance work already performed must be remunerated according to effort. The client is only entitled to a right of retention due to claims that have been legally established or recognized by True Communication. Several clients are jointly and severally liable.

§ 6 Liability

Due to breach of contractual or non-contractual obligations, in particular due to impossibility, delay, negligence in concluding the contract and unlawful acts, True Communication is liable for itself and its vicarious agents only in cases of intent and gross negligence. Liability according to paragraph 1 is limited to the amount agreed Fees, i.e. clients are only allowed to make fee reductions. To the extent that meine Kommunikation itself purchases services from third parties, true communication is not liable for their fault. This applies in particular in the case of commissioning promoters who are fundamentally neither vicarious nor vicarious agents of true communication. True Communication is also not liable for contracts that go beyond the power of representation of the promoters or for unlawful acts committed by the promoters. Liability for loss of or damage to items taken into care is only assumed in the case of gross negligence on the basis of insurance taken out by True Communication. The client bears the risk of the legal admissibility of the advertising measures, especially in the event of violations of the provisions of competition law, copyright and advertising law. The client releases True Communication from all third-party claims due to the actual or alleged inadmissibility of the advertising measures and because of the factual statements contained in the advertising about the client's products and services.

§ 7 Warranty for Defects

Liability for damages and consequential damage caused by services provided by True Kommunikation only exists in accordance with Section 6 (Liability). If complaints of defects are justified, True Kommunikation is entitled to first improve its services. The client must immediately name any defects in writing , but no later than three weeks after the service has been provided. If the repair fails, the client can demand a reduction in the remuneration or the cancellation of the contract. Any further claims for damages are based exclusively on the provisions of Section 6 (Liability).

§ 8 Protection of intellectual property

The client guarantees that the ideas, concepts, photographs, graphics, layouts, reports, organizational plans, drafts and drawings produced as part of the order by True Communication will only be used for the contractually agreed, time and place-limited purposes. Further use, passing on to third parties and partial or complete implementation require the written consent of True Communication and the payment of a fee to be agreed upon.

In the event of violations, True Communication is entitled to demand a contractual penalty of 100,000 euros in each individual case.

§ 9 Data protection

The data provided by the client to carry out the order or to be collected by True Communication will be collected and processed exclusively in accordance with the client's instructions. The responsibility for protecting the rights of those affected i. S.d. BDSG remains exclusively with the client.

§ 10 Abwerbeverbot

The client undertakes not to employ any employees, self-employed employees or vicarious agents employed by True Communication to fulfill the contract within a period of 12 months after termination of the contractual relationship with True Communication without the consent of True Communication as employees, self-employed employees or vicarious agents. In the event of violations, True Communication is entitled to demand a penalty of 2,000 euros in each individual case.

§ 11 Termination

Any termination must be in writing to be effective.

§ 12 Right of retention

True Communication has a right of retention on the documents and materials provided to it until its claims have been paid in full. After completion of its work and after its claims under the contract have been settled, True Communication will release all documents that the client or third parties have handed over to it for the purpose of executing the order . This does not apply to correspondence between the parties and to simple copies or backup copies of photographs, graphics, layouts, reports, organizational plans, drafts and drawings, etc.

§ 13 Confidentiality

Both contractual partners undertake to maintain secrecy about all business and trade secrets that become known during the collaboration, as well as other economically valuable knowledge and all other business or operational facts, including those of other companies involved, even after the contractual relationship has ended.

§ 14 Miscellaneous

The parties commit themselves to mutual loyalty. They will immediately inform each other about all circumstances that arise in the course of executing the order and that may influence the processing. Both contracting parties undertake not to provide any third parties with information about the agreed fee. The contracting parties allow each other to issue press releases. True Communication must be named as the author and implementing agency in publications upon request. True Communication is entitled to document the production on image and sound recordings for self-promotion and editorial purposes. True Communication reserves the right to reject advertising orders that are based on the content , the origin or the technical form do not correspond to the official or legal regulations or the publication of which is unreasonable according to objectively justified principles for true communication. The contractor will be informed immediately if an order is rejected. In any case, it is the client's responsibility to ensure the content and legal admissibility of the advertising. True Communication is to be exempted from claims by third parties. Rights arising from this contractual relationship may only be assigned by the client with the prior written consent of True Communication. Should an individual provision of the contract be or become ineffective, this will not affect the validity of the rest of the contract. The invalid provision must be replaced by the contracting parties with an effective provision that corresponds to the economic meaning and purpose of the contract. Agreements that deviate from these general terms and conditions must be in writing to be valid. Documentary fax letters are recognized by True Communication. German law applies exclusively to the legal relationship between the contracting parties. The agreed place of jurisdiction is Hamburg.