GTC

1. Basis of contract, additional agreements, order of the applicable provisions

1.1 diffferent provides brand strategy consulting services exclusively on the basis of the project contract and these General Terms and Conditions. Any terms and conditions of the Client which are contrary to or differ from these General Terms and Conditions are ineffective.

1.2 diffferent shall not make any additional verbal arrangements with the Client. Any amendments or supplements shall be confirmed by different in writing in an additional agreement.

1.3 The contractual arrangements with the Client shall apply in the following order:

• individual amendments/supplements in additional agreements,
• the project contract and its appendices,
• these General Terms and Conditions,
• statutory provisions
• norms and standards.

1.4 In the event of contradictions, the provisions mentioned first in Sec. 1.3 shall always take precedence over those mentioned last. Any contractual gaps shall be filled in by the respective lower-ranking provisions. In the case of documents in chronological order, the more recent document shall take precedence over the older one.

2. Persons responsible for the project, service description, change requests, dates/deadlines, subcontractors

2.1 diffferent shall nominate in writing a factually competent person responsible for the performance of project contracts, who shall be responsible for the resource and budget planning and for establishing the objective of the project. The project manager shall have the right to issue all information and decisions on diffferent's behalf. The Client shall provide different with the name of a responsible person with the same function.

2.2 The objective, content and scope of the consulting services and the specific procedure taken to achieve the service outcome shall be defined in the project contract. The subject of the project order shall be the agreed consulting service, not the achievement of a particular commercial result.

2.3 diffferent shall provide the contractually agreed consulting services in one or more project phases defined in the project contract. diffferent undertakes to fulfil any subsequent request for a change made by the Client, provided that this is possible without incurring additional expenses and additional remuneration or schedule postponements. Otherwise, diffferent shall notify the Client of the details of the additional expenses by calculating the additional costs. If the Client fails to confirm the change in writing within eight (8) business days, the change request shall be deemed to have been cancelled.

2.4 The performance deadlines, time limits and milestones specified in the project contracts are not binding fixed dates.

2.5 diffferent is entitled to have services (such as field work for market research studies) carried out by third parties without obtaining the Client's consent. diffferent shall place orders for such services in its own name and on its own account.

3. Remuneration and payment terms

3.1 The Client shall pay the remuneration in accordance with the arrangement in the project contract plus any third-party costs incurred and the statutory VAT, which is currently 19 %.

3.2 diffferent shall calculate the required budget in a cost calculation before the conclusion of the contract on the basis of the hourly or daily rates to be expected for the project (the hourly rate corresponds to one eighth of the daily rate) or on the basis of the project modules and any applicable thirdparty costs. The cost calculation does not constitute a binding fixed price. different shall notify the Client of any deviations (additional costs) from the cost calculation before they are incurred. Any additional costs calculated by different must be approved by the Client in writing.

3.3 diffferent shall have the right to demand reasonable partial payments or advance payments at the beginning of or during a project, or for particular project phases or individual services.

3.4 Travel expenses shall be reimbursed by the Client at the cost of the air travel, rail travel, car hire and accommodation costs incurred or, if a private car is used, on the basis of a kilometre rate of €0.50 (fifty cents) per kilometre travelled. diffferent shall be free to choose the means of transport, ensuring that it remains in reasonable proportion to the agreed budget.

3.5 diffferent's invoices shall be payable within 14 (fourteen) days. At the end of this time limit, the Client shall be automatically deemed to be in default and shall pay default interest of eight (8) percentage points over the base interest rate (Sec. 288 paragraph 2 of the German Civil Code [Bürgerliches Gesetzbuch]).

3.6 The Client shall only have the right to retain payments or set them off against counterclaims to the extent that its counterclaims are undisputed or have been established with legally binding effect.

4. Usage rights, references

4.1 If service outcomes have been exclusively developed for the Client, different shall grant the Client, upon payment in full of the agreed remuneration, an exclusive, transferable right without any limitation in terms of time or territory to use and exploit the service outcomes.

4.2 In all other cases, diffferent hereby grants the Client a simple, non-transferable right without any limitation in terms of time or territory to use, reproduce or process the service outcomes in accordance with the project contract. This includes, in particular, the brand strategy ideas, models, methods, drafts and components provided or developed by diffferent independently of the service outcomes under the project contract.

4.3 Market research reports and findings, such as market research studies, which diffferent has ordered from third parties, shall be provided to diffferent exclusively for the purpose of internal use and cannot be reproduced, printed, stored, processed, disseminated or published in documentation and information systems of any kind or otherwise passed on to other Clients, even partially. In the case of service outcomes which result from the brand strategy analysis and evaluation of the market research reports and findings by diffferent and are exclusively prepared for the Client, Sec. 4.1 applies accordingly.

4.4 During the term of the contract and after the end of the project contract, diffferent shall have the right, with the prior written consent of the Client, to name and depict both the Client itself and the word or figurative mark of its company/product designation in reference lists, advertisements or other presentations which are accessible to the public.

5. Defects of title and property rights of third parties

5.1 diffferent shall ensure that the service outcomes are free from third-party intellectual property rights.

5.2 If any defects of title exist, diffferent shall have the right, according to its choice, to eliminate through lawful measures the third-party rights which impair the use of the service outcomes in accordance with the contract or the assertion thereof or to alter or replace the service outcomes so that they no longer infringe any external third-party rights, provided and to the extent that the use of the service outcomes is not significantly impaired as a result.

5.3 If third parties assert any claims based on an infringement of intellectual property rights by the service outcomes created by diffferent, the Client shall immediately notify diffferent to that effect. As far as possible, the Client shall allow diffferent to handle the defence against such claims and provide it with all required authorisations for judicial or out-of-court measures. The Client shall not acknowledge any third-party claims without diffferent's written consent. The Client shall protect different to a reasonable extent in the defence against the asserted claims.

5.4 diffferent shall indemnify the Client against all claims, demands for compensation and other costs which arise in connection with a claimed or established infringement of intellectual property rights. In the event of a wrongful legal action, the Client shall assign to diffferent any recourse claims to which it may be entitled against the third parties.

6. Liability

6.1 diffferent shall be liable in accordance with the following provisions for the correctness and adequacy of the consulting services, but not for the commercial success of the strategic recommendations.

6.2 diffferent is only liable for losses if different or one of its vicarious agents breaches, in a manner which jeopardises the objective of the project contract, a material contractual obligation (key obligation) which must be fulfilled for the correct performance of the contract and the fulfilment of which the other contractual party can rely on, or if the losses are attributable to gross negligence or wilful misconduct of diffferent or one of its vicarious agents. If a culpable breach of a material contractual obligation (key obligation) is not the result of gross negligence or wilful misconduct, diffferent's liability shall be limited to the losses which were reasonably foreseeable upon conclusion of the contract. diffferent shall otherwise not be liable in the event of breaches of obligations which are not key contractual obligations due to minor negligence.

6.3 diffferent's liability with regard to guaranteed properties, in the event of personal injury or on the basis of mandatory provisions of law, remains unaffected. If diffferent has undertaken to select a service provider for the Client for the implementation of a strategic recommendation, diffferent shall be liable in accordance with Sec. 6.2 and 6.3 for the selection of this service provider, but not for the successful implementation of the strategic recommendation or the commercial objectives to be achieved with the strategic recommendation.

6.4 diffferent shall not be liable for the correct functioning of the infrastructure or internet transmission paths which are outside the sphere of its responsibility.

7. Non-disclosure obligation and confidentiality

7.1 diffferent undertakes to keep confidential all provided information (verbally, in writing, digitally etc.) and documents (hereinafter referred to as the "Information" for short) which are classified as "strictly secret", "secret" or "confidential" or are recognisable due to other circumstances as business or company secrets of the Client, and shall refrain from recording, reproducing, passing them on or otherwise utilising them unless this is necessary to achieve the objective of the contract. diffferent has ensured through appropriate contractual arrangements, such as confidentiality in accordance with Sec. 5 of the German Data Protection Act

7.2[Bundesdatenschutzgesetz], diffferent's IT policy and information security guidelines, with its employees and commissioned third parties working on diffferent's behalf that they too shall refrain without limitation from any of their own utilisation, disclosure or unauthorised recording of the Information and shall handle the Client's information securely in accordance with the above-mentioned guidelines.

7.3 The non-disclosure obligation in accordance with Sec. 7.1 and 7.2 shall not be affected by the end of the project contract. diffferent undertakes to return or destroy, according to the Client's choice. strictly secret. secret and/or confidential information of the Client when the proiect contract ends.

7.4 diffferent's information security officer shall propose and implement an appropriate security concept for information which the Client has explicitly classified as "strictly secret".

8. Data privacy

8.1 diffferent and the Client shall comply with the currently applicable data protection laws, particularly those applicable in Germany, and shall obligate the employees they engage in connection with the project contract and its performance to observe the data secrecy provided for in Sec. 5 of the German Data Protection Act, unless they are already subiect to such an obligation on a general basis.

8.2 The personal data resulting from the business relationship shall only be collected, stored and processed by diffferent if this is required for the provision of the services in accordance with the contract and is permitted by the provisions of law.

8.3 diffferent shall not process any personal data for the Client in the sense of order data processing in accordance with Sec. 11 of the German Data Protection Act.

9. Final provisions

9.1 The law of the Federal Republic of Germany is exclusively applicable to all legal relationships stemming from these General Terms and Conditions and from the project contract concluded with the Client and to the claims arising from it. irrespective of their nature.

9.2 Should individual provisions of these General Terms and Conditions and/or the project contracts be or become ineffective, the effectiveness of the other provisions shall not be affected.

9.3 Place of iurisdiction for any disputes is Berlin.