TERMS AND CONDITIONS

General terms and conditions of Speer Group GmbH and affiliated companies

Status: July 2024

The business relationship between the client and Speer Group GmbH ("Speer Group") shall be governed by specific written agreements, depending on the commercial and/or contractual nature of the business relationship between the parties. The following "General Terms and Conditions" in no way replace what is agreed in the specific contracts. These terms and conditions supplement the content of each contract in the following respects, unless otherwise expressly agreed in writing or required by law.

If you have received these documents by mistake, please keep the documents confidential and return them immediately to the following address:

Speer Group GmbH
Nerotal 5
55286 Wörrstadt
Germany

1. Scope and execution of the order

The scope of the services to be provided by Speer Group is determined by the order placed in text form. The assignment is carried out in accordance with the principles of proper performance in compliance with the relevant professional standards and professional obligations.
The consideration of foreign law requires an express agreement in text form.
The contractual relationship is governed by German Law, including the contract, its nature, any dispute arising out of or in relation to the contract, its validity, invalidity, breach, or termination. The basis for the interpretation is the German version of the terms and conditions under German law.
If the legal situation changes after the final settlement of a matter, Speer Group and affiliated companies are not obliged to inform the client of the change or the resulting consequences.
The verification of the accuracy, completeness and regularity of the documents and figures provided to Speer Group or affiliated companies is only part of the contract if this has been agreed in writing. Speer Group and affiliated companies will base the information provided by the client, in particular factual and numerical information, as correct. If obvious inaccuracies are identified by Speer Group or affiliated companies, they are obliged to point them out.
The mandate does not constitute a power of attorney for representation before authorities, courts, and other bodies. A power of attorney shall be issued separately. In the event of the client's absence or failure to respond to appeals or legal actions to defend the client's or the Company's interest, Speer Group and Affiliated companies are entitled to temporarily and for the specific action mandate the representation of the client.

2. Mutual confidentiality obligations, reference lists

Speer Group and affiliated companies are obliged to maintain secrecy about all facts that come to their knowledge in connection with the execution of the order, unless the client releases them from this obligation. The duty of confidentiality continues even after termination of the contractual relationship for two years. The confidentiality obligation also applies to the employees of Speer Group and affiliated companies to the same extent.
The duty of confidentiality does not exist insofar as disclosure is necessary to protect the legitimate interests of Speer Group or affiliated companies. Legitimate interests include in particular the enforcement of fee claims, the defense of recourse claims, the defense against criminal allegations and the obligations to provide information and cooperation under the insurance conditions of their liability insurance policies.
Speer Group and affiliated companies are released from the duty of confidentiality insofar as this is necessary to carry out an audit/certification audit of their respective companies and the persons working in this regard have in turn been informed of their duty of confidentiality. The client agrees that the certifier/auditor will have access to his records — created and maintained by Speer Group and/or affiliated companies.
Speer Group is released from the duty of confidentiality vis-à-vis affiliated companies insofar as this is necessary for the affiliated companies awarded by the client. In the same way, the affiliated companies are also released from their duty of confidentiality vis-à-vis Speer Group.
The client allows Speer Group and affiliated companies to draw attention to the existence of the contract by means of reference lists or the like using the company logo until further notice. The client hereby expressly declares to be released from confidentiality with regard to this project.
These documents are preliminary, limited and intended exclusively for the recipient. Without the written permission of a representative of the Speer Group or affiliated companies, it is not permitted to pass on the content to persons other than the representatives of the recipient who must know this information. This material is confidential and may not be photocopied, reproduced, or shared with anyone at any time. If a person receives these documents in violation of these restrictions, they must be returned immediately to Speer Group or the respective affiliated company. Speer Group and affiliated companies reserve the right to request the return of these documents from the recipient at any time and without culpable delay.

3. Cooperation between Speer Group and affiliated companies, involvement of third parties

Speer Group and affiliated companies generally process the orders placed individually to them independently and from each other. However, the affiliated companies are entitled to use Speer Group and affiliated companies to process mandates on their own behalf and at their own expense.
Speer Group and affiliated companies are also entitled to use external service providers (in particular data processing companies) to carry out the order.

4. Electronic communication, data protection

Specific contracts may agree to useencrypted emails to process the correspondence between the Client and the Company or Affiliatedcompanies, or the employees and any other third party. At the client's request, encryption is carried outvia S/MIME. The costs incurred in setting up and maintaining any encryptionprocess will be further calculated as part of reimbursing expenses. For reasons of simplification, the Client may request using unencrypted means to process the correspondence. In that case, Speer Group and affiliated companies assume no liability in this regard (subject to the regulations inSection 6). Speer Group and affiliated companies reserve the right, at their own discretion, to protect highly sensitive data occasionally with (simple) e-mail,PDF encryption, or, if required/desired, with S/MIME. Speer Group communicates that processing correspondence via unencrypted e-mail entails significant security risks. In particular, it cannot be ruled out that unauthorised third parties may become aware of the content of the correspondence sent by e-mail or even change the content of the correspondence. Furthermore, in the case of correspondence by e-mail, it cannot be ruled out that the transmitted data maybe lost, transmitted with delays or may be infected with viruses.

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5. Remediation of defects

The client is entitled to the removal of any defects. Speer Group or affiliated companies must be given the opportunity to make improvements. The client has the right — if and insofar as the mandate is a service contract within the meaning of Sections 611, 675 BGB — to refuse the rectification if the mandate is terminated by the client and the defect is only identified after effective termination of the mandate.
Obvious inaccuracies (e.g. spelling errors, calculation errors) can be corrected by Speer Group or affiliated companies at any time, including vis-à-vis third parties. Speer Group and affiliated companies may only correct other deficiencies vis-à-vis third parties with the consent of the client. Consent is not required if the legitimate interests of Speer Group or affiliated companies take precedence over the interests of the client.

6. Liability

Advice given orally by Speer Group or affiliated companies (including conversations via messenger services (e.g. WhatsApp) is only a non-binding initial assessment of the legal situation, for which they assume no liability. Such advice can only serve as a decision-making aid for the client if it is then reviewed and confirmed in writing by Speer Group or affiliated companies. The advisory services provided by Speer Group or affiliated companies are based on their interpretation of the source, so that it is possible that the competent courts may make an assessment of the facts that differ from their opinion.
The client expressly agrees to The liability of Speer Group and its vicarious agents as well as companies affiliated with Speer Group and their vicarious agents for damage resulting from or — in the case of uniform consequences — from several breaches of duty in the performance of an order results in the performance of an order to a maximum of 20,000.00€ (in words: twenty thousand euros) and otherwise free of damage to Speer Group or affiliated companies hold. On request and at the expense of the client, further, additional individual insurance can be taken out for the order placed. The limitation of liability applies to all cases of negligence. Liability for intent remains unaffected in this respect. Liability claims for damage resulting from injury to life, limb or health are excluded from the limitation of liability. The limitation of liability applies to the entire activity of Speer Group or the companies associated with Speer Group for the client, i.e. in particular also for an expansion of the content of the order; there is no need to agree again on the limitation of liability in this respect. The limitation of liability also applies vis-à-vis third parties insofar as they fall within the scope of protection of the client relationship; Section 334 BGB is expressly not waived in this respect.
The client assumes liability for any damage resulting from one or — in the case of uniform consequences — from several breaches of duty due to the performance of an order by Speer Group and its vicarious agents as well as from companies affiliated with Speer Group and their vicarious agents. Insofar as the consulting service is provided by Speer Group and affiliated companies, the client assumes this liability. Should the client's assumption of liability be ineffective, liability remains limited to the minimum set out in Section 6 paragraph 2a. On request and at the expense of the client, further, additional individual insurance can be taken out for the order placed. The limitation of liability relates solely to simple negligence. Liability for gross negligence and intent remains unaffected in this respect. Liability claims for damage resulting from injury to life, limb or health are excluded from the limitation of liability. The limitation of liability applies to the entire activity of Speer Group or affiliated companies vis-à-vis the client, i.e. in particular to an extension of the content of the order; there is no need to agree again in this respect on the limitation of liability. The limitation of liability also applies vis-à-vis third parties insofar as they fall within the scope of protection of the client relationship; Section 334 BGB is expressly not waived in this respect.
In principle, Speer Group or affiliated companies only assume liability towards their respective client in accordance with a contractual agreement. The order has no third-party protective effect on other persons. In particular, Speer Group and/or affiliated companies advise and represent only their client named in the client agreement (Engagement Letter), but not its parent companies or subsidiaries or other affiliated companies, nor its shareholders, holding companies, organs or employees.
Should persons other than the client gain access to the work results or other services produced by Speer Group or affiliated companies as part of the execution of the order, Speer Group or affiliated companies shall be excluded from liability to these persons, unless Speer Group or affiliated companies expressly assume liability towards these persons in exceptional cases.
Due to the limitation of the mandate to the specific order (see paragraph 1), Speer Group or affiliated companies have no obligation to report risks not relating to the specific order, even if they are aware of or obvious of these (exclusion of an expanding warning obligation).
Neither Speer Group nor its affiliates, employees, or agents make any warranty or representation, express or implied, as to the accuracy or completeness of the information contained and submitted, or the reasonableness of the assumptions upon which such information is based. Speer Group and/or affiliated companies have not independently verified the content of these documents.
These documents are not intended as financial or investment advice of any kind and should not be construed as such. In addition, these documents do not constitute tax, accounting or legal advice, nor are they part of an offer to buy, sell or subscribe to securities or other financial instruments or a solicitation of an offer to buy, sell or subscribe to securities and should not be construed as such.
Submitted documents may include forward-looking information and statements, such as financial forecasts and estimates as well as underlying assumptions, statements about plans, objectives and expectations with regard to future operations, and statements about future performance of companies and individuals. Such information and statements are subject to various risks and uncertainties, many of which are difficult to predict, and may cause actual results and developments to differ materially from the results expressed, implied or projected in the forward-looking information and statements.
To the extent permitted by applicable law (without limiting liability for fraud), Speer Group or its affiliates, employees, and agents expressly disclaim any liability for the content or omissions in these documents or for any written or oral communications related to such documents. Speer Group assumes responsibility for providing financial advisory services only by appointment and subject to the terms of a binding commitment signed by a legitimate representative of Speer Group with respect to the matters discussed herein
By providing documentation, both Speer Group and its affiliates assume no obligation to provide the recipient with access to additional information or to update such documentation or additional information, or to correct any inaccuracies in such information. The information and views expressed herein are subject to change. These documents are based on business, general economic, market-specific and other conditions that Speer Group reasonably assessed at the time these documents were prepared. Subsequent events that could affect the conclusions set forth in these documents include, but are not limited to, adverse market conditions and changes in the business, financial, and operational results of the company to which these documents relate. These documents should be interpreted in the light of the presentation to which they relate.
If there has been a correspondingly high level of insurance coverage, the limitation of liability applies retroactively from the start of the mandate relationship or the date of the higher insurance and, if the scope of the contract is subsequently changed or extended, also extends to these cases.

7. Obligations of the client; failure to cooperate and default of acceptance by the client

The client is obliged to cooperate insofar as this is necessary to properly complete the order. In particular, he must provide Speer Group or affiliated companies with all documents necessary for the execution of the order in full and in good time so that Speer Group or affiliated companies have an appropriate processing time. The same applies to information about all processes and circumstances that may be important for the execution of the order. The client is obliged to take note of all written and oral communications from Speer Group or affiliated companies and to consult with them if there are any questions of doubt.
The client must refrain from anything that could impair the independence of Speer Group or affiliated companies or their vicarious agents.
The client undertakes to pass on work results from Speer Group or affiliated companies only with their consent, unless the content of the order already gives consent to transfer them to a specific third party.
Speer Group and affiliated companies remain the owners of all rights, including rights of use, licensing and ownership, when programs and information are provided. The client must refrain from doing anything that prevents Speer Group or affiliated companies from exercising these rights.
If the client fails to cooperate under Section 7 or otherwise or if he is in default of accepting the service offered by Speer Group or affiliated companies, Speer Group or affiliated companies are entitled to terminate the contract without notice (see Section 9, paragraph 2). The claim of Speer Group or affiliated companies for compensation for additional expenses incurred by them as a result of the default or failure to cooperate on the part of the client and for the damage caused remains unaffected, even if Speer Group or affiliated companies do not make use of the right of termination.

8. Compensation, advance and offsetting

Unless otherwise agreed, the remuneration (fees and reimbursement of expenses) of Speer Group and affiliated companies is based on the following hourly rates (in EUR excluding statutory VAT):
1. Partner & Director: 425,00 — 575.00 EUR
2. Senior Consultants: 325,00 — 425,00 EUR
3. Junior Consultants: 225.00 — 375.00 EUR
4. Specialist staff: 137.40 — 275.00 EUR
5. Working students: 60.00 — 117.50 EUR
Expenses such as travel expenses are billed separately and must be appropriate in terms of type and scope. A higher or lower remuneration than described may be agreed in writing between Speer Group and affiliated companies. The agreement on lower remuneration is only permitted in extrajudicial matters. It must be proportionate to the performance, responsibility and risk of Speer Group and affiliated companies' advisors.
The fee invoices from Speer Group or affiliated companies are valid even without a signature and can be sent in electronic form (in particular by e-mail). Complaints about the scope and amount of its consulting services must be reported within six weeks of receipt of the invoice. Otherwise, the invoice is considered approved.
Offsetting against a claim for compensation by Speer Group or affiliated companies is only permitted with undisputed or legally established claims.
Speer Group and/or affiliated companies may request an advance payment for fees and expenses that have already been incurred and are likely to arise. If the required advance payment is not paid, Speer Group or affiliated companies may cease their respective further activities for the client without prior notice until the advance is received.

9. Termination of contract

The contract ends upon fulfilment of the agreed services, expiry of the agreed term fulfilment of the agreed services, expiry of the agreed term, or termination. The contract does not end upon death, the occurrence of incapacity of the client or termination. The contract does not end upon death, the occurrence of the client's incapacity, or, in the case of a company, its dissolution.
The contract — if and insofar as it represents a service contract within the meaning of Sections 611, 675 BGB — may be terminated extraordinarily by any contractual partner, unless it is an employment relationship with fixed remuneration, Section 627 (1) BGB; the termination must be made in writing. If this is to be deviated from in individual cases, an agreement is required, which is to be negotiated between Speer Group or affiliated companies and the client.
In the event of termination of the contract by Speer Group or affiliated companies, in order to avoid legal disadvantages on the part of the client, actions must be carried out by Speer Group or affiliated companies in any case which are reasonable and do not tolerate any delay.
Speer Group and affiliated companies are obliged to surrender to the client everything that he receives or has received in order to carry out the order and that he has obtained or obtained from the management of the business. In addition, Speer Group and affiliated companies are obliged to provide the client with information on the status of the matter and to account for it.
Upon termination of the contract, the client must immediately surrender to Speer Group or affiliated companies the data processing programs or materials used by the client to execute the order, including copies and other program documents made and, as far as technically possible, delete them from the hard disk.
After the contract has ended, the documents must be collected from Speer Group or affiliated companies.
If documents are provided to Speer Group or affiliated companies in electronic form, Speer Group or affiliated companies will use them for processing. Speer Group and affiliated companies are not responsible for (audit-proof) storage. The client is entitled to backup and survey/transfer of electronic documents or access to cloud storage spaces, e.g. to a storage medium, another server or a professional colleague — exists only insofar as this electronic information is part of audit-proof archiving and Speer Group or affiliated companies has been notified of this in advance.
If the order ends before it is completed in full, the compensation claim of Speer Group or affiliated companies is governed by law. If this is to be deviated from in individual cases, a separate text-form agreement is required.

10. Miscellaneous

German law applies exclusively to the mandates and specific contracts. order, its their execution and the resulting claims. The place of fulfilment is the place of residence of the client, unless he is a merchant, legal entity under public law or a special fund under public law., otherwise Mainz. Speer Group or affiliated companies are not prepared to participate in dispute resolution proceedings before a consumer arbitration board (§§ 36, 37 VSBG).

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11. Validity in case of partial invalidity

Should individual provisions of these terms and conditions be or become invalid, this shall not affect the effectiveness of the remaining provisions. Instead of the relevant provision, a provision should come into force which corresponds to the original intention.