General Terms and Conditions

The company Martel & Co GmbH

General

§ 1 Scope

(1) The following General Terms and Conditions apply to all contracts concluded between Martel & Co GmbH GmbH and the client for the mediation and implementation of interim management by an interim manager selected by the client and provided by Martel & Co GmbH.

They also apply to all future business relationships, even if they are not expressly agreed again.

Any deviating general terms and conditions of the client that are not expressly accepted by Martel & Co GmbH are not binding for Martel & Co GmbH, even if the use of the deviating general terms and conditions is not expressly contradicted.

(2) The contract is concluded by countersigning an offer from Martel & Co GmbH for the mediation and implementation of an interim mandate and must be in writing to be legally effective. Offers made or orders placed verbally are only binding if they are confirmed in writing by Martel & Co GmbH and the client does not object in writing within one week of receipt.

(3) In the event of any discrepancies or contradictions between the provisions of a concluded individual contract and these Terms and Conditions, the provisions of the individual contract shall prevail.

§ 2 Subject of the contract

(1) Martel & Co GmbH researches candidates for interim management on a contract or project basis for the client. At the client's request, the candidate for interim management will be personally introduced to him.

(2) After the client has selected an interim manager, Martel & Co GmbH will conclude an “interim management contract” with the interim manager as a freelancer and make the interim manager available to the client for the implementation of the interim management.

(3) Martel & Co GmbH undertakes to use all the specialist knowledge and experience available to it within the scope of its services and to maintain the highest level of confidentiality.

(4) The advice and other activities are carried out in accordance with the principles of proper professional practice. Martel & Co GmbH is entitled to use the services of expert third parties in carrying out the order.

§ 3 General obligations of the client

(1) The client undertakes to submit the documents required in connection with the placement order, in particular a comprehensive requirement profile of the interim manager, in a timely and complete manner and to inform Martel & Co GmbH of all events and circumstances that could be of importance for the placement order.

(2) The respective decisions regarding or based on the consulting results shall be taken by the competent bodies of the client under their own responsibility.

§ 4 Special obligations in interim management

(1) After deciding on an interim manager, the client will record the tasks of the interim manager in writing in a detailed project description and make it available to Martel & Co GmbH immediately. Martel & Co GmbH will attach this project description as an appendix to the interim management contract to be concluded with the interim manager, which will regulate all rights and obligations of the interim manager. The interim manager is responsible for carrying out the project.

2) The client must ensure through the modalities of the interim management process and through its internal organisation - in particular by waiving the employer's right to issue instructions and by refraining from integrating the interim manager into its operational organisation - that the placement of the interim manager is not classified as (unauthorised) temporary employment, employment relationship (cf. also Section 7 SGB IV) or other employment relationship subject to social insurance contributions, but that the interim manager works as a self-employed person. In the event that such a classification is made by the competent authorities contrary to the above-mentioned sentence 1, the client will

Martel & Co GmbH GmbH from all damages or claims arising from this.

(3) However, the provision in paragraph (2) excludes any subsequent employment of the interim manager as an employee after the termination of the interim management or any other assignment of the interim manager by the client.

(4) The client is responsible for obtaining any necessary permits for the interim manager’s activities within the scope of the project, in particular for the legality of the orders that he gives to the interim manager arranged by Martel & Co GmbH.

§ 5 Fee conditions

(1) The client is obliged to transfer the total remuneration for interim management contractually agreed upon by signing the offer to Martel & Co GmbH every 14 days. Martel & Co GmbH will deduct the interim manager's daily remuneration from the total remuneration on behalf of the interim manager.

After the Martel & Co GmbH remuneration has been deducted, the interim manager will be paid. Martel & Co GmbH will specify the details of the billing and the interim manager's hourly or daily rates in the interim management contract with the interim manager. The total remuneration will be calculated on the basis of the daily and expense form filled out by the interim manager and signed as correct by the client.

(2) The client shall pay the total remuneration for the use of interim management to Martel & Co GmbH based on the interim manager's planned rate before the start of interim management. Martel & Co GmbH shall be informed by the client immediately of any deviating payments, at the latest after three working days.

The client is obliged to pay invoiced amounts within 14 days of receipt of the invoice at the latest.

(3) The client is obliged to reimburse Martel & Co GmbH for all other expenses incurred by Martel & Co GmbH in connection with the preparation and implementation of the interim management within the payment period specified on the respective invoice. In addition, the client is obliged to reimburse the interim manager for all expenses incurred in connection with the implementation of the interim management and which Martel & Co GmbH has incurred for the benefit of the client. Martel & Co GmbH is entitled to reimburse the interim manager for these expenses in its own name but on behalf of the client. These expenses will be invoiced to the client when they are incurred.

(4) The client must settle his payment obligations with regard to the remuneration of Martel & Co GmbH or with regard to the expenses by direct payments. Set-off against claims of Martel & Co GmbH is only permitted.

(5) In the event that the Client culpably fails to meet one of its payment obligations when due, it is obliged to pay Martel & Co GmbH a flat rate of 10% of the outstanding amount including VAT.

(6) In the event that Martel & Co GmbH offers a candidate as interim manager to a potential client without a specific order and this client carries out interim management with the candidate presented by Martel & Co GmbH, the standard fee according to the above paragraphs (1) to (5) shall be due.

(7) The remuneration of Martel & Co GmbH GmbH must be paid in full by the client even if the client and the interim manager mutually agree to continue the interim management independently for a limited or unlimited period.

(8) Prices are net prices. The applicable VAT will be added.

(9) In the event of default, Martel & Co GmbH is entitled to demand default interest of eight percentage points above the applicable base interest rate without providing concrete evidence. Martel & Co GmbH is free to provide evidence of higher damages caused by default.

§ 6 Candidate protection

(1) The client is not entitled to contact the interim manager directly and without contacting Martel & Co GmbH with regard to the conclusion of a fixed-term or permanent employment contract or any other contract during a period of 12 months after the introduction of the interim manager or a candidate for interim management, after the termination or cancellation of the interim management contract. This prohibition applies both to the client and to third parties that are affiliated with the client under group law.

(2) In the event that one of the candidates presented by Martel & Co GmbH for interim management or another mandate or permanent position is hired or commissioned by the client directly or indirectly for another position within a period of 12 months, the client shall pay Martel & Co GmbH a pro rata remuneration amounting to 50% of the hourly or daily rate of the candidate or interim manager.

(3) The remuneration of Martel & Co GmbH referred to in the above paragraph (2) shall also be paid in full by the Client in the following cases:

a) The client has not personally selected the candidate for interim management presented by Martel & Co GmbH

employed or commissioned, but introduced the candidate to a third party, who then employed or commissioned the candidate for interim management within 12 months of the candidate being presented to the client in writing by Martel & Co GmbH. In this case, the obligation to pay the remuneration arises regardless of whether the third party is a company affiliated with the client or Martel & Co GmbH under group law or a third party company.

b) The Client shall employ or commission a candidate for interim management proposed by Martel & Co GmbH, whom the Client initially rejected, within 12 months after the candidate for interim management has been presented to the Client in writing.

§ 8 Equal treatment

Martel & Co GmbH undertakes to carry out the candidate search and selection under equal conditions for all candidates for interim management and to comply with the requirements of the General Equal Treatment Act (AGG).

§ 9 Liability

(1) The selection of candidates for interim management and the interim manager as well as recommendations by Martel & Co GmbH are made to the best of our knowledge and belief.

(2) The service provided by Martel & Co GmbH for the placement of an interim manager does not release the client from the obligation to check the suitability of the candidate for interim management. The client bears sole responsibility for the selection decision and

Suitability of the selected interim manager for the project to be carried out as part of the interim management. This also applies to degrees, qualifications or information claimed by interim managers on previous employment relationships, medical condition or other information that is not checked by Martel & Co GmbH for accuracy and completeness. Martel & Co GmbH is also not obliged to pass such information on to the client. Martel & Co GmbH can decide independently which information is passed on to the client.

(3) Martel & Co GmbH is free to select possible candidates for interim management. Martel & Co GmbH is not obliged to actively obtain or request personal references or other certificates or other information from the candidates for interim management.

4) Taking the following paragraphs into account, Martel & Co GmbH and any vicarious agents shall not be liable for claims and damages resulting from any unsuitability and/or actions of the interim manager in the context of his or her activity as interim manager for the client or from premature termination of the interim management contract.

(5) Martel & Co GmbH shall not be liable for the interim managers.

If the client asserts claims for damages based on intent or gross negligence on the part of Martel & Co GmbH or intent or gross negligence on the part of its legal representatives, vicarious agents and vicarious agents, the client bears the burden of proof.

(6) Martel & Co GmbH is only liable in accordance with the statutory provisions, so that no exclusions or limitations of liability apply if it has breached a material contractual obligation (cardinal obligation). However, even in this case, liability for damages is limited to typical and foreseeable damage. Material contractual obligations (cardinal obligations) are those obligations that protect the client's contractually essential legal positions, which the contract must grant him according to its content and purpose; also material are those contractual obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the client regularly relies and may rely.

(7) Any liability for damages beyond that provided for in the preceding paragraphs is excluded regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from negligence when concluding the contract, other breaches of duty or tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code (BGB).

(9) The above paragraphs do not involve a reversal of the burden of proof. The burden of proof lies with the client.

§ 9 Termination of contract

(1) The placement order and the provision of the interim manager are deemed to be terminated and fulfilled when the client has selected an interim manager and a contract / order for interim management has been concluded between the interim manager and Martel & Co GmbH.

(2) The placement order and the interim management contract concluded with the interim manager can be terminated by either party at any time in writing with a notice period of 2 weeks. Martel & Co GmbH and the client reserve the right to terminate the contract at any time for good cause without observing a notice period.

(3) In the event of termination, other termination or a material change to the contract by the client, the client is obliged to pay Martel & Co GmbH the remuneration already due in accordance with §§ 5 and 6 and to reimburse Martel & Co GmbH and the interim manager for travel costs and other expenses already incurred.

§ 10 Duty of confidentiality

(1) Martel & Co GmbH and the persons working for it are obliged to maintain confidentiality regarding all facts that become known to them in connection with their activities, unless Martel & Co GmbH is authorized or obliged to pass on such information.

(2) Martel & Co GmbH is entitled to process and store the personal data entrusted to it for the intended purpose. Both parties must comply with their data protection obligations set out in particular in the European Union General Data Protection Regulation (2016/679) (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and any other regulations. The parties agree that they are classified as and have agreed to be "joint data management systems" under the Data Protection Laws.

The Client shall indemnify Martel & Co GmbH against all liabilities, costs, expenses, damages and direct losses as well as all interest, penalties and reasonable legal and professional costs incurred by Martel & Co GmbH arising out of or in connection with any third party claim (including that of an Interim Manager) arising out of the misuse of personal data of an Interim Manager by the Client or its subsidiaries or by the employees, directors, agents or contractors of any person.

§ 11 Final provisions

(1) The place of performance and, in the case of orders placed by merchants, the exclusive place of jurisdiction for all disputes arising from this contractual relationship as well as its formation and effectiveness is Ulm. The law of the Federal Republic of Germany applies.

(2) All changes, ancillary agreements and additions to the contract must be made in writing. This also applies to changes to this clause.

Status: May 2021

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