General Terms and Conditions

insglück Gesellschaft für Markeninszenierung mbH

Status November 2022

I. General

1. These General Terms and Conditions ("GTC") govern the relationship between insglück Gesellschaft für Markeninszenierung mbH as the service/work provider (hereinafter: "contractor") and the recipient of its services/work (hereinafter: "client").

2. The following terms and conditions shall apply to all services provided by the contractor - subject to deviating individual contractual agreements, which shall require at least the text form (§ 126b BGB) in order to be valid.

3. These General Terms and Conditions are an integral part of all contracts concluded by the contractor with the client for the deliveries or services offered by the contractor. They also apply to all future services or offers to the client, even if they are not agreed again separately.

4. Any reference to the client's general terms and conditions of business and/or purchase by way of form is hereby rejected. Terms and conditions of business and/or purchase of the client or third parties do not apply, even if the contractor does not separately object to their validity in individual cases. Even if the contractor refers to a letter that contains or refers to the client's or a third party's terms and conditions of business and/or purchase, this does not constitute an agreement to the validity of those terms and conditions of business and/or purchase.

II. Offer and content of the contract

1. All offers made by the contractor are non-binding unless they are expressly marked as binding or contain a specific acceptance period.

2. If the Parties have concluded an individual agreement in text form on the mutual services to be provided in connection with the project (hereinafter referred to as "Project Agreement"), such agreement and its annexes shall take precedence, in particular in the event of contradictions with these GTC. Supplements and amendments to the agreements made, including these General Terms and Conditions, must be made in text form to be effective (§ 126b BGB). Verbal agreements between the parties shall only become part of the contract if one party notifies the other party in writing within 48 hours and the other party confirms them in writing within a further 48 hours. With the exception of managing directors or authorised signatories, the contractor's employees are not entitled to make verbal agreements that deviate from the written agreement.

III. Services of the contractor

1. The contractor shall be responsible for all services listed in the project contract or, if such a contract has not been concluded separately, in the rough cost estimate

2. The contractor provides its own services (hereinafter referred to as "Agency Services"), but also makes use of other service/work providers for fulfilment towards the client or takes over their coordination (hereinafter referred to as "External Services" - together also referred to as "Project Services"). The client pays the contractor a handling fee in the amount of 15% of the net amount of the commissioned external services for the procurement, review and processing (coordination) of the external services.

Agency services usually consist of four phases:

• Phase 1: Pitch/concept and basics (already completed)

• Phase 2: Planning and preparation

• Phase 3: Implementation

• Phase 4: Follow-up / Accounting

3. Information provided by the contractor on the object of the service or individual components of the service (e.g. dimensions, weights, load-bearing capacity, utility values, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximately authoritative unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed quality features, but descriptions or identifications of the performance or the performance component. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements as well as the replacement of components with equivalent parts are permissible insofar as they do not impair the usability for the contractually intended purpose.

4. The contractor is entitled to transfer its performance obligations under this contract in whole or in part to third parties (e.g. subcontractors) even without the client's prior consent.

5. The client alone is the organiser. The client as organiser is responsible for obtaining the official permits, concessions or other authorisations required to hold the event, unless otherwise agreed in the individual contract.

6. Changes and/or extensions to the scope of the order require separate commissioning by the client in text form (§ 126b BGB). Requests by the client as well as offers by the contractor for changes and/or extensions to the scope of the order require confirmation by the client in text form. Additional services that are not the subject of the agreements made are remunerated separately by the Client.

IV. Dates / Deadlines

7. Dates and deadlines for the contractor's services shall only be deemed to have been agreed as fixed if they have been expressly agreed as fixed dates/deadlines in writing.

8. The parties shall in each case point out without delay if, in their view, there is a risk that agreed dates/deadlines - even insofar as they are not fixed dates/deadlines - will be exceeded.

9. If no fixed deadline has been expressly agreed in writing for completion or commencement of execution, the completion/delivery date stated shall only be approximate.

10. Any changes or alterations to the execution made by the client after the conclusion of the contract shall also render firmly agreed execution/delivery dates non-binding. The same applies to hindrances for which the contractor is not responsible, in particular to the client's failure to provide documents and materials in good time.

V. Rough cost estimate and budget

1. During the pitch and conception phase, the contractor has determined the project services likely to be incurred for the planning and implementation of the event in the form of a preliminary cost calculation (hereinafter: "rough cost estimate"). The estimates of the external services are based on initial offers obtained or, if no offer is yet available, on an estimate by the contractor. Such non-binding estimates are indicated in the rough cost estimate as "budget value".

2. The client is aware that the rough cost estimate is only an initial estimate and that the project services may have to or may be adjusted in the course of further planning and implementation of the event. The contractor shall continuously adapt and update the rough cost estimate to the changed circumstances and any change requests of the client (hereinafter: the "budget").

3. The contractor sends the updated budget to the client in text form. If the client does not object to the updated budget in text form within three working days, the updated budget shall be deemed approved.

4. If the client wishes to reduce external services indicated with a budget value, the parties shall attempt to reach an amicable agreement on the desired reductions. Adjustments to the budgeted third-party services require an agreement between the parties in text form. The budgeted fee for agency services shall remain the same in the event of a reduction in third-party services.

5. Additional services, i.e. services that go beyond the project services specified and quantified in the budget or extend them, are to be commissioned and remunerated separately by the client. The additional costs incurred for this are to be notified separately by the contractor in text form and released separately by the client in text form. In urgent cases, the contractor may also demand reimbursement from the client without prior release of such costs that are necessary or expedient for the fulfilment of the contract and correspond to the interest and the actual or presumed will of the client (§ 683 BGB).

6. Additional expenses for third-party and/or agency services incurred because the client does not fulfil its obligations to cooperate under a project contract and/or these GTC and/or does not do so in due time or because the start or the course of performance is delayed for reasons for which the contractor is not responsible, e.g. due to a postponement or relocation of the event, shall be covered by the client. The calculation rates of the contractor applicable on the day of performance shall then be decisive.

VI. Duty to cooperate and contribute

1. The parties are obliged to cooperate closely during the execution of the contract and will settle possible differences of opinion as amicably as possible.

2. The parties agree that joint meetings and other meetings, also with third parties, are necessary for the performance of the contract. The parties undertake to participate insofar as this is reasonably requested by the respective party and is not unreasonable for the other party in the individual case.

3. If the parties agree to amend a placed order, the contractor sends the client a corresponding amendment to the order in text form. If this is incorrect, the client must object to the order amendment without delay, stating the deviation. If the client does not object to the order amendment sent in text form within 5 working days, it is deemed confirmed.

4. If the parties agree to amend a placed order, the contractor sends the client a corresponding amendment to the order in text form. If this is incorrect, the client must object to the order amendment without delay, stating the deviation. If the client does not object to the order amendment sent in text form within 5 working days, it is deemed confirmed.

5. The client is obliged to provide the contractor with all data and information required for the organisation, implementation, and completion of the event. Insofar as the client provides the contractor with such data and information, the client assures that it is entitled to hand over and use such data and information.

6. The parties undertake to comply with their obligations to cooperate and cooperate within a reasonable period of time. If one party is dependent on the provision of information, documents, samples, etc. for its work, it shall notify the other party of its need for such information, documents, samples, etc. as soon as possible and, if necessary, indicate a deadline by which the provision of such information, documents, samples, etc. is necessary for the continuation of the work.

7. If dates/deadlines are specified for the performance of a duty to cooperate, exceeding such dates/deadlines shall result in the other party being entitled to demand a corresponding adjustment of the dates/deadlines incumbent on it, insofar as these depend on the dates/deadlines not met.

VII. Prices, remuneration and payment

1. All prices and price quotations are understood to be in EURO, even if not expressly designated as such, excluding statutory taxes and levies and excluding any other ancillary public-law levies that may be incurred.

2. The daily rates applicable to the contractor's services shall result from any project contract and/or the rough cost estimate.

3. The contractor is entitled to pass on to the client price increases of the manufacturers or suppliers or wage increases.

4. The contractor is entitled to invoice individual items of the project services and incidental costs on a lump-sum basis. Incidental costs include costs such as communication and office lump sums.

5. Invoice amounts shall be paid within 14 days without any deduction, unless otherwise agreed in writing. The date of receipt by the contractor is decisive for the date of payment. If the client fails to make payment when due, interest of 9% p.a. shall be payable on the outstanding amounts from the due date; the right to claim higher interest and further damages in the event of default shall remain unaffected.

VIII. Acceptance of services

1. If the contractor's services are such that require acceptance in accordance with the provisions of the contract for work and services or if acceptance has been agreed, the contractor notifies the client of the completion of the service and agrees on a date for its acceptance with the client. If the contractor's overall performance is based on partial performances capable of acceptance, the contractor may also demand acceptance for these partial performances.

2. The client undertakes to attend the acceptance meeting in person or to be represented by a duly authorised representative.

3. The parties shall draw up a written record of any defects discovered at the acceptance meeting and, if necessary, agree in this record on the reasonable period of time within which a defect is to be remedied.

4. The acceptance of an event should take place at the first rehearsal, at the latest at the dress rehearsal.

5. The client is aware that acceptance dates may have to be agreed at short notice, in particular when holding an event. In special cases, an acceptance date one hour before the start of the event is also reasonable within the meaning of Section 640 (2) BGB. If the client fails to attend the agreed acceptance date, the work to be accepted shall be deemed to have been accepted.

6. Upon acceptance of an event, the project services rendered in connection therewith is also deemed to have been accepted if and to the extent that the client has not previously given notice of any defects or errors in text form.

7. If the client has used and/or implemented the service or part of the service without prior formal acceptance, acceptance is deemed to have taken place with the act of use, unless defects are notified beforehand that prevent acceptance.

IX. Delivery / Transport / Storage

1. The contractor's goods are always dispatched at the client's expense and risk, unless otherwise agreed. In the absence of specific instructions, the contractor determines the dispatch at its discretion without responsibility for the cheapest and fastest route. Any packaging requested or deemed necessary by the contractor is invoiced separately. For transports arranged or carried out by the client, the goods to be shipped will only be insured on the client's express instruction and at the client's expense. Unless otherwise agreed, all risks pass to the client when the contractor has delivered the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment.

2. Items belonging to the client which are to be used within the scope of the project services must be delivered free to the place of use on the agreed date. The contractor is not obliged to return such items. If the contractor is commissioned by the client to make the return delivery, this is made freight collect from the place of use at the client's risk.

3. If the goods ready for dispatch cannot be delivered or made available to the client for reasons for which the client is responsible, the risk of accidental loss or accidental deterioration of the goods pass to the client on the day on which the goods are ready for dispatch.

4. If goods to be shipped or exhibits of the client are to be (co-)transported, the above provisions apply mutatis mutandis.

5. Goods of the client taken over by the contractor for storage on the basis of a written agreement is insured by the contractor against fire, water damage and burglary at the express instruction and expense of the client for the duration of the storage in the amount of the new acquisition value.

X. Set-off and assignment

1. The client is only entitled to offset or to assert a right of retention against the contractor if its counterclaim has been legally established or is recognised by the contractor and is in a close exchange relationship with the contractor's claim.

2. The transfer of rights and obligations from the client under this contractual relationship is only possible with the prior consent in text form of the contractor.

XI. Surrender of objects

1. Technical infrastructure, furniture, decorations or other items provided to the client by the contractor on a loan or rental basis for the purpose of staging the event are treated with care by the client and returned immediately after the end of the event.

2. The parties agree separately on the amount of the additional rent to be paid by the client insofar as this has not already become the subject of the rough cost estimate. Unless expressly agreed otherwise, rental charges are calculated on the basis of calendar days. The start of the rental period is deemed to be the day of handover, the end of the rental period is deemed to be the day of return of the rental object. Insofar as the client is responsible for a delayed return of the rental object, the full rental fee of one day is owed for each additional day.

3. The contractor is entitled to demand a reasonable deposit for the duration of the loan or rental of items.

4. In the case of damage to objects provided on a loan or rental basis, the client shall be liable irrespective of fault.

XII. Liability for defects/liability

1. The contractor is liable without limitation if damage has been caused by intent or gross negligence.

2. The contractor isl only liable for slight negligence if a breach of essential obligations is involved and the achievement of the purpose of the contract is thereby jeopardised or if the contractor breaches obligations the fulfilment of which is a prerequisite for the proper performance of the contract and if the client regularly relies on compliance with these obligations (cardinal obligations). If a material contractual obligation is breached due to slight negligence, the contractor's liability is limited to the foreseeable damage typical for the contract.

3. The above limitations of liability shall not apply in the event of injury to life, limb or health.

4. Unless otherwise agreed, the contractor shall not be liable for objects brought in by the client.

5. Insofar as the contractor's liability is excluded or limited, this also apply to the personal liability of the contractor's employees, representatives and vicarious agents.

6. The client as organiser bears the sole risk if the third parties commissioned by the contractor do not provide the external services owed by them in accordance with the contract, if the commissioning of the third party takes place according to criteria which the client has specified to the contractor or after a tendering procedure carried out by the contractor, the client then makes the selection of the third party. In any case, the contractor shall work towards the fulfilment of the contracts with the third parties and, upon request, assign any claims against these third parties to the client.

7. The client bears the risk of insolvency and/or insolvency of the third parties commissioned by it and reimburses the contractor upon request for justified payment claims against these third parties arising from third-party services commissioned by the contractor if the commissioning of the third party takes place according to criteria which the client has specified to the contractor or after a tendering procedure carried out by the contractor, the client then selects the third party.

XIII. Rights of use and ownership

1. The contractor hereby grants the client exclusive rights of use, limited in terms of content, time and location to the advertising and implementation of the event, to the performance results created by the contractor exclusively for the client within the scope of the project services. Any further types of use require the express consent of the contractor and is additionally remunerated by the client.

2. the contractor grants the client simple rights of use, limited in terms of content, time and place, to the advertising and implementation of the event, to other performance results not created exclusively for the client or other performance results possibly arising in the context of the provision of the project services by the contractor, whether protectable or not, as well as to pre-existing know-how.

3. If the fulfilment of the contract also requires rights of use to services or works of third parties (e.g. rights to photographs, films, media productions, music, artists), the contractor shall acquire the simple rights of use to these and grants these to the client to the same extent for the advertising and implementation of the event. Further rights may be acquired by the client at the client's request and after additional remuneration. If the client wishes to obtain such further rights, this must be notified to the contractor in sufficient time (at least 4 weeks before the date of the event).

4. Offers, plans, drafts, drawings, production and assembly documents, concept descriptions, descriptions of exhibition and event concepts, artwork and film material remain the property of the contractor with all rights, even if they have been handed over to the client. They are business secrets within the meaning of § 2 GeschGehG. The client undertakes to refrain from any other use in all forms, in particular copying and distribution, making changes, passing on to third parties or direct or indirect reproduction.

5. If the client provides the contractor with materials for the fulfilment of the project services, the client guarantees that the contractor does not infringe any third party rights, in particular industrial property rights and personal rights, by using these materials in accordance with the contract. The client shall indemnify the contractor against all justified claims brought against the contractor as a result of the breach of this guarantee. This also includes the reasonable costs of legal prosecution and legal defence.

XIV. Nondisclosure

1. The parties undertake to treat information, in particular of a technical and economic nature, intentions, experience, findings, designs and documents, including the existing results, which become known to them as a result of the cooperation under this contract (hereinafter referred to as "confidential information") as confidential towards third parties - even beyond the term of the contract - not to make it accessible to third parties, to protect it from access by third parties and not to make it the subject of their own application for industrial property rights.

2. The partners shall only be entitled to disclose such confidential information to any third parties with the prior consent of the other partners, subject to the imposition of obligations on confidentiality.

3. The foregoing obligations do not apply to such confidential information as was already known to a Party prior to its communication hereunder, was independently developed or otherwise lawfully obtained by that party, or is or becomes generally known without breach of this Agreement.

4. The parties will ensure in an appropriate form that also the employees, freelancers and third parties called in by them in the performance of this contract observe the above confidentiality.

5. Upon termination of this Agreement, a party's confidential information embodied in documents, etc., including any copies thereof, in the possession or under the control of another party must be fully and promptly returned by that party to that party.

XV. Public Relations and Reference Advertising

6. The contractor is generally entitled to advertise the event held for the purpose of its own presentation, e.g. on its own website, and in doing so to use any word and image marks, logos or names etc. protected by the client (reference advertising). The parties shall agree on the type and scope of the reference advertising. In addition, the contractor is entitled to record the event and to use the recordings as well as any trademarks, logos or names, etc. protected in favour of the client and background information about the project for the purpose of internal documentation and, after express consent by the client, also for the contractor's own PR purposes. The parties assist each other in obtaining the necessary consents from the persons depicted for dissemination and public display.

7. If requested by the contractor, the client is obliged to name the contractor as agency in all publications.

XVI. Termination of contract

1. The client shall be entitled to terminate the contract with due notice at any time until the event covered by the contract has been concluded.

2. If the client terminates the contract in whole or in part in accordance with paragraph 1, the contractor shall be entitled to payment of the remuneration agreed for the project services. Insofar as these are work performances, the contractor must, however, take into account what the contractor saves in expenses as a result of the cancellation of the contract or acquires or maliciously refrains from acquiring through other use of its labour. With regard to project services not yet rendered, 40% of the remuneration agreed for them is agreed as saved expenses. The contractor allows this percentage to be offset against his claim to remuneration unless the contractor can prove that only lower expenses were actually saved. Conversely, the client is entitled to prove that the contractor has been saved higher expenses

3. furthermore, in the event of termination pursuant to para. (1), the contractor is entitled to reimbursement of the expenses incurred by the contractor in reliance on the performance of this contract as well as to reimbursement or release of the remuneration for commissioned third-party services. The contractor endeavours to reduce these costs, e.g. by immediately terminating the relevant contracts.

4. The right to terminate for good cause remains unaffected. Good cause is deemed to exist for the contractor in particular if the client persistently or grossly violates his contractual obligations, in particular

• if the client has provided incorrect or incomplete information about the facts affecting his creditworthiness;

• does not meet a payment obligation or does not meet it in full despite being requested to do so;

• does not sufficiently fulfil his obligations to cooperate despite repeated requests by the contractor;

• does not accept project services despite repeated requests, although they were provided in accordance with the contract.

5. In the event of termination for good cause by the contractor or withdrawal for reasons for which the client is responsible, the above provision in paragraph (2) shall apply accordingly. The client is at liberty to prove that no damage or not the aforementioned amount of damage has been incurred. The assertion of further damages is not excluded.

6. The provisions on confidentiality in accordance with clause XIV. remains unaffected by a termination of the contract.

XVII. Force majeure

7. The parties are released from their respective obligations to perform if and to the extent that performance is not possible due to force majeure.

Force majeure is any external event caused by elementary forces of nature or by the actions of third parties that is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically acceptable means even by the utmost care that can reasonably be expected in the circumstances, and cannot be accepted by the operating company because of its frequency. Force majeure shall be deemed to include in particular the events listed below which - even if they were foreseeable - are beyond the control of the parties and the effects of which on the performance of the contract cannot be prevented by reasonable efforts of the parties. These include war, warlike conditions, riot, revolution, rebellion, military or civil coup, declaration of a state of emergency, riots, mass demonstrations, strikes and lawful lockouts, terrorism, terrorist threat, embargo, sanctions, epidemics and pandemics (but not the COVID-19 pandemic, which has been ongoing since 2019), fire, hurricane or other severe weather on the scale of a catastrophe, earthquake, landslide as well as operational disruptions or official orders not caused by the client. Disruptions to performance on the part of third parties commissioned by the client are only deemed to be force majeure if the third party is in turn prevented from providing the service(s) incumbent upon it by an event of "force majeure.

8. The parties inform each other without delay of the occurrence of an event of force majeure in accordance with paragraph 2 above and its effect on the ability to fulfil their own contractual obligations. The contracting parties agree on the further course of action and jointly determine whether, when and in what manner the agreed services are still to be provided or completed by the client.

9. If the performance of the contract becomes impossible for one party as a whole due to force majeure, this party is entitled to terminate the contract. Unless the parties have agreed otherwise, the contractor is in this case entitled to remuneration and reimbursement of expenses in accordance with the above provisions under section XVI. para. 2. The client's right to terminate the contract in accordance with section XVI. remains unaffected.

XVIII. Final Provisions

1. The place of performance and jurisdiction for all disputes arising between the parties from the contractual relationship is the contractor's registered office, insofar as the client is a registered trader, a legal entity under public law or a special fund under public law or the client has its registered office abroad. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

2. The contractual relationship between the contractor and the client is governed by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and private international law.

3. Insofar as the agreement concluded by the parties or these General Terms and Conditions contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions if they had been aware of the loophole.