General terms and conditions

I. Scope & Conclusion of Contract

1. the provision of services by Mentix Consulting GmbH (hereinafter: "Mentix"), Altrottstraße 31, 69190 Walldorf, Germany, is based exclusively on these General Terms and Conditions (hereinafter: "GTC"). Terms and conditions or restrictions of the client (hereinafter: "Client") that conflict with or supplement these GTC are not recognized, even if Mentix does not expressly object to them. These GTC also apply to future contracts if no express reference is made to the validity of these GTC. Mentix is entitled to make amendments to these GTC at any time. The customer will be notified of these amendments in writing or by e-mail. If the customer does not object to these amendments within four (4) weeks of receipt of the notification, the amendments shall be deemed to have been accepted by the customer.

2 Offers made by Mentix to the client are subject to change and non-binding, unless they are expressly designated as binding or limited in time. Order placements by the client shall be deemed to be binding contractual offers. The contract shall only come into existence upon express acceptance of the offer ("Order") by Mentix by the Client. In the event that the internal organizational guidelines of the client require that an order confirmation be triggered in addition to the signing of the contract, the client shall assume responsibility for reviewing the order confirmation prepared and transmitted by Mentix in order to avoid discrepancies between the contract, the order and the order confirmation.

3 The offer of Mentix is directed exclusively at companies, but not at consumers. An entrepreneur is any natural person or legal entity or partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding the contract. Mentix reserves the right to obtain evidence of the entrepreneurial status (§ 14 I BGB) of its customers. The following terms and conditions as well as the text of the contract are written in German and can be accessed at any time at https://www.mentix-consulting.com/AGB. The contract language is exclusively German. The text of the contract will be stored by Mentix.

II. subject matter of the contract

The scope of the services shall be governed exclusively by the specifications provided by the customer. by the customer, which are recorded as agreements and/or subjects of the project contract (hereinafter referred to as the "contract"). were. Likewise, the obligations of the customer to cooperate and the requirements for the and the requirements for the project performance. The order of priority contractual agreements is the following:

a. Offer from Mentix,

b. Agreed contracts and contract terms,

c. these GTC.

In the event of contradictions, the first-named contractual agreements always take precedence over the last-named agreements. Gaps in contractual agreements are filled by the subordinate ones.

3. service items not defined in the contract are not part of the contract and will not be provided even if requested by the customer, unless otherwise expressly agreed in writing.

4. Mentix and its customers are entitled to subsequently submit change proposals with respect to the service content and/or scope in the course of the project. These change requests must be submitted to Mentix in text form. In doing so, Mentix will be tasked with analyzing the change request when it is submitted. Mentix will review the client's change requests within 7 days and submit a written offer to the client. This will include all details of contractual changes, services added, compensation, and impact on the project schedule, if applicable. If Mentix deems a requested service to be unimplementable or implementable only with a disproportionately high effort, Mentix may reject the requested service. For the review of a change request and for the preparation of supplemental offers, Mentix may demand remuneration based on time and effort in accordance with the hourly rates set forth in the individual project contract. The subject matter of the project shall not be adjusted until the customer has confirmed the offer following the change request and Mentix has transmitted the order confirmation in text form in due time. Until then, the agreed service shall be provided in accordance with the existing contract.

III. delivery & service provision

(1) The services to be provided by Mentix, the results and the project location shall be specified in the project contract. The services are services in accordance with §§ 611ff BGB (German Civil Code); a performance outcome is not owed. The customer is obliged to check the specified requirements for compliance with his needs and wishes. Unless otherwise specified in the project contract, the place for the performance of services is the respective place of work of the Mentix employee. Mentix employees are expressly permitted to freely choose their workplace, including the right to work from their home office.

2. at the request of the client, the services may be provided on the client's premises. In this case, Mentix employees shall not be integrated into the customer's company, whereby Mentix alone shall remain authorized to issue instructions. Any expenses and travel costs incurred shall be borne by the client in accordance with Mentix's currently valid price list.

3. mentix reserves the right to perform project staffing and thus decide which employees will work on the project. After notifying the customer, Mentix further reserves the right to exchange employees on projects with an employee who is at least equally qualified. Thus, there is no entitlement to the use of consistent employees throughout. Insofar as employees are named for the performance of services, the naming of employees shall correspond to the state of knowledge and planning at the time the offer is made.

4. the delivery dates specified in the project contract shall apply. Delayed delivery of the service may be caused by unforeseen circumstances and events, in particular by force majeure, pandemics, government measures, labor disputes of any kind, sabotage, war, terror, lack of resources or other factors.

(5) Compliance with the agreed delivery dates is conditional upon the customer's previously agreed duties to cooperate, in particular the provision of information and documents, programs and, if applicable, equipment required for the performance of the service, and the cooperation of the required resources of the customer. If the customer fails to comply with this, the delivery date shall be extended by a reasonable period of time to allow Mentix's employees to properly fulfill the order.

At the beginning of the project, both Mentix and the client must name a responsible project manager, along with contact information (address, telephone number and e-mail address), under which their availability is ensured. This person guarantees the timely and smooth fulfillment of the service on the respective side. The project managers as well as their deputies are authorized and entitled to make all project-relevant decisions exclusively beside the management.

7. work and services are provided by Mentix during the normal working hours of 09:00-17:00 from Monday to Friday. The 24th and 31st of December are not working days. If the project requires working hours outside of these times, a written regulation of the modified working hours as well as a separate remuneration must be established between the two parties.

IV. subcontractors

1 Mentix shall provide all consulting services itself. Mentix is entitled to have the implementation of the consulting services - such as the migration of data - carried out in whole or in part by third parties. In the event that third parties are used, Mentix undertakes to ensure the proper fulfillment of its contractual obligations. Mentix shall structure the agreements with its subcontractors in such a way that they are in compliance with the provisions of this Agreement.

V. Remuneration

1 The remuneration shall be based on the current price list of Mentix Consulting. Price quotations in the contract are exclusive of the statutory value-added tax applicable at the time the services are rendered. Mentix is entitled to invoice partial services or reasonable advance payments.

2. price quotations for services are estimates at the time of conclusion of the contract and may deviate from the actual expenditure. The estimates are based on empirical values for the work packages to be delivered. Mentix is obligated to inform its customers of any deviation from the estimated budget.

Invoices shall be due immediately upon receipt and shall be in default if the invoice is not paid after 14 calendar days. Insofar as the customer is in default of payment, interest shall be charged on the outstanding amount at 9 percentage points above the base interest rate applicable at the time.

4 Additional costs incurred in the course of providing the service shall be added to the agreed remuneration. These include in particular travel costs such as accommodation costs and expenses. Travel time can be charged at the agreed hourly rate.

5. each Mentix consultant shall provide evidence of the hours worked with an activity description and travel times and expenses with the corresponding receipts. The activity records, i.e. also the receipts, will be properly and completely attached as an appendix when invoicing at the end of the month.

6. if, for a reason for which the customer is responsible, a service can only be delivered in part or not at all, the customer shall remain obligated to pay the expenses delivered to date less the expenses saved.

VI. cooperation of the customer

(1) The client is obligated to create the necessary conditions in its sphere of operation for the contractual provision of the contractual services; in particular, it must provide all documents, information and access to systems that are necessary or significant for the execution of the order in a timely and complete manner. Mentix may assume that the work equipment, information and documents are complete, correct and up-to-date, unless they are marked as incomplete, incorrect and/or no longer up-to-date. Furthermore, the client is obligated to inspect work results within a reasonable time after receipt and must report possible malfunctions and defects without delay.

2. all subjects of performance stipulated in the contract shall require the customer's cooperation free of charge, on time and in accordance with the requirements, unless expressly agreed otherwise.

The customer is obligated to properly back up its data itself to the required extent (i.e., at least daily). A deviation from this can only be agreed in the project contract with the consent of Mentix. If this is not the case, Mentix's employees may assume that all data with which they come into contact has been properly backed up by the customer.

4. if the client does not fulfill its duties to cooperate or does not do so in a timely manner, Mentix may set a reasonable deadline for the client to fulfill its duties to cooperate. Additional expenses incurred as a result of breaches of duty, incorrect operation of the system and/or insufficient or incomplete information provided by the client shall be reimbursed to Mentix by the client in addition to the agreed remuneration on the basis of the applicable daily or hourly rates.

(5) The client undertakes to make its resources available for the entire day when deployed on its premises, unless otherwise agreed in writing. Idle times of an employee of Mentix that are to be justified by resource bottlenecks that arise at short notice may be invoiced by Mentix at the agreed hourly rate.

VII Term of the contract

1. the contract comes into force upon signature by both parties. It ends, depending on which occurs earlier, after the expiry of the contract period or when the agreed services have been provided in full. The ordinary termination is excluded.

The right of both parties to terminate this contract without notice in accordance with the statutory provisions shall remain unaffected. Any termination of the contract must be in writing to be effective. A transmission of the termination by e-mail is excluded. Services rendered up to the effective date of termination shall be remunerated; in the event of extraordinary termination culpably caused by Mentix, this shall only apply to the extent that the services rendered are usable by the Customer.

VIII. Rights of use to work results

1 Mentix reserves all further rights to the use or exploitation of the work results, in particular software and programs. Mentix is entitled in particular to copyrights, inventions or other technical property rights to the work results.

2 Mentix grants the customer the non-exclusive, perpetual, irrevocable, non-transferable and non-sublicensable right to use the work results developed under the contract for its own internal purposes. Other uses require express agreement between the two contracting parties. The right of use according to also includes the right to make changes, translations, adaptations or other transformations and to use them for own internal purposes, including storage and duplication. However, any form of distribution, including renting and lending, as well as any form of digitizing and making available online to third parties is not permitted.

Insofar as the work results have been created with the client's specifications or the client has collaborated on them, the provisions defined in VIII (1,2) shall also apply. In the event of collaboration, the client, insofar as it is a co-author, waives its share of the exploitation rights in favor of Mentix.

IX. Liability

1. claims of the customer for damages are excluded. Excluded from this are claims for damages by the customer arising from injury to life, limb, health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by Mentix, its legal representatives or vicarious agents. Material contractual obligations are those whose fulfillment is essential to the proper performance of a contract and on whose compliance the other party may regularly rely.

(2) In the event of a breach of material contractual obligations, Mentix shall only be liable for the foreseeable damage typical of the contract if such damage was caused by simple negligence, unless it is a matter of claims for damages by the customer arising from injury to life, limb or health or for which Mentix is liable in accordance with the provisions of the Product Liability Act or to the extent of an assumed guarantee.

(3) Subject to the preceding clauses, Mentix shall only be liable for the restoration of data insofar as the client has made regular backup copies in accordance with Section VI. 3 and has ensured that the data can be reconstructed from these backup copies with reasonable effort. Any further liability for loss of data is excluded.

4. claims for damages by the customer shall become statute-barred after one year, subject to any mandatory or contractual provision to the contrary.

(5) The above provisions shall also apply in favor of Mentix's employees and vicarious agents if claims are asserted directly against them.

X. Confidentiality

(1) The parties shall treat all business secrets including the contents of this Agreement as well as other information of the other party marked as confidential (hereinafter referred to as "Confidential Information") as confidential. The receiving party ("Recipient") shall treat the Confidential Information with the same care as it treats its own confidential information of the same sensitivity, but at least with the care of a prudent businessman.

2. any use of the confidential information is limited to use in connection with this contract. The disclosure of confidential information to third parties is not permitted without the prior consent of the disclosing party. Consents must be given in text form. Third parties within the meaning of this paragraph shall not be affiliated companies of the Parties and consultants who are obliged by law to maintain confidentiality.

(3) To the extent required by applicable law, the Recipient shall also be entitled to disclose and share Confidential Information. To the extent permitted by law, the Recipient shall inform the Disclosing Party prior to the disclosure of Confidential Information.

The Parties shall impose on their employees or third parties to whom they pass on confidential information a confidential treatment of such information within the scope of the respective subcontractor and employment relationships with the proviso that the confidentiality obligation shall continue to exist beyond the end of the respective subcontractor or employment relationship to the extent that a corresponding general obligation to maintain confidentiality does not already exist.

5. the obligation of confidentiality shall not apply to information which is

a) were already generally known at the time of conclusion of the contract or were subsequently known without violating the provisions of this contract

contained obligations of confidentiality become generally known;

(b) that the recipient has developed independently of this contract; or

c) the recipient is informed by third parties or outside of this contract by the disclosing party without

Confidentiality undertaking has been received.

The burden of proving the existence of the exceptions set forth in this paragraph shall be on the party relying on the exception.

(6) Upon termination of this Agreement, the Parties shall surrender or delete any confidential information in their possession to the other Party at the latter's request. Excluded from this is confidential information for which there is a longer legal obligation to retain data as well as data backups as part of normal backup processes.

7. the obligation to maintain confidentiality shall apply for the term of this Agreement and for a period of 5 years after termination of this Agreement.

(8) The Contractor shall be entitled to use experiential knowledge, such as ideas, concepts, methods and know-how, which is developed or disclosed in the course of the performance of the contract and is stored in the memory of the persons employed by the Contractor to perform the services. This shall not apply insofar as industrial property rights or copyrights of the Customer are infringed thereby. The obligation to maintain confidentiality shall remain unaffected.

XI. Data protection

During the provision of services, both parties are obliged to comply with the requirements and regulations of the GDPR (General Data Protection Regulation) and the applicable local data protection law.

Should personal data be processed within the scope of the service provision, both parties are obliged to conclude a commissioned processing agreement in accordance with Article 28 (3) of the GDPR before the start of the project. Should the parties determine a joint responsibility, they will agree on a special agreement on this in accordance with Article 26 GDPR.

(3) If the Customer or Mentix employs third parties to fulfill its obligations arising from the Project Agreement, the employing party shall ensure compliance with the foregoing obligations. The engaging party shall always remain directly responsible to the third party.

4. the client undertakes to create all legally necessary conditions in order to enable Mentix to provide services in compliance with the GDPR.

XII Reference information

1. Mentix is entitled to use the name of the customer, its brand and information about the project for marketing and sales purposes, subject to the aforementioned duty of confidentiality. This concerns in particular the use in marketing brochures, Internet articles, offers as well as internal and external presentations in the sense of an enumeration of the relevant customers of Mentix. The customer may revoke this consent at any time.

XIII Final provisions

1. the combination of these general terms and conditions and the appendices from the project contract reflects the full scope of the agreement reached. Changes or additions require the text form.

The contract and all disputes arising from this contract shall be governed by the laws of the Federal Republic of Germany with the exception of the CISG. The place of jurisdiction is the registered office of Mentix.

If parts of the respective project contract, these GTC or further contractual annexes are or become invalid or unenforceable, the validity of the other provisions shall not be affected. The parties undertake to jointly replace the invalid or unenforceable provision with a valid provision that comes as close as possible in economic terms to the invalid or unenforceable provision. The same shall apply to any loopholes in this contract.

4. there are no verbal ancillary agreements. All amendments or supplements to this contract must be made in text form. The same shall apply to any amendment of this form clause. If deviations from this contract are agreed, the provision of this contract from which the deviation is made shall be expressly stated in the agreement. The supplementary agreement shall be attached to this contract as an annex.