1. General

These General Terms and Conditions apply to all contracts concluded between companies of the LEAFWORKS Group and their contractual partners (hereinafter "Customer"). The "LEAFWORKS Group" includes the following companies:

• LEAFWORKS GmbH with its registered office in 22851 Norderstedt, Travestieg 2, Germany (hereinafter "LEAFWORKS DE"),
• LEAFWORKS GmbH with its registered office in Effretikon, Brüttenerstraße 37, 8307, Switzerland (hereinafter "LEAFWORKS CH"),
• Knots GmbH, with its registered office at Friedrichstr. 155, 10117 Berlin, Germany,
• Till Freitag Consulting GmbH, with its registered office at Friedrichstr. 155, 10117 Berlin, Germany,
• LEAFWORKS SL., with its registered office in 46009 Valencia, Calle Poeta Monmeneu 3-4, Spain,
• LEAFWORKS Unipessoal Lda, with its registered office at Largo da Fonte, No. 10, Galifões, 3660-408, S. Pedro do Sul, Portugal.

The companies of the LEAFWORKS Group are hereinafter collectively referred to as "LEAFWORKS".

These General Terms and Conditions shall only apply if the Customer is an entrepreneur within the meaning of § 14 of the German Civil Code ("BGB"), a legal entity under public law or a special fund under public law.

LEAFWORKS provides consulting and IT services. The details of the services to be provided shall be regulated in the offer submitted by LEAFWORKS, which shall be commissioned by the Customer.

Orders of LEAFWORKS are concluded and executed exclusively under these General Terms and Conditions. Any conflicting terms and conditions of the Customer shall not be valid unless and until they have been accepted in writing. Silence on the part of LEAFWORKS with regard to such deviating terms and conditions shall in particular not be deemed as acknowledgement or consent.

2. Conclusion of Contract

A contract is concluded by confirmation of the offer submitted by LEAFWORKS in text or written form or by installation of a software product provided by LEAFWORKS.

In case of the purchase of software products by the Customer, the contract is concluded upon confirmation of the order by LEAFWORKS, which must be made within two weeks of receipt of the order. As a rule, the order confirmation is made by sending an activation link by LEAFWORKS.

3. Services of LEAFWORKS

The activity of LEAFWORKS consists in the independent and instruction-free provision of the following services:

• "Consulting Services", i.e. consulting and support in the planning and implementation of IT systems and digital infrastructures;
• "Development Participations", i.e. a financial and conceptual participation in the development of apps and software products;
• "Custom Developments", i.e. individually commissioned software development work for individual Customers;
• "Distribution" of software products.

The service concretely agreed upon in the individual case results from the respective confirmed offer or from the installation of the respective software product.

A concrete success is neither owed nor guaranteed. The Customer is solely responsible for deciding on the timing as well as the type and scope of the measures recommended by LEAFWORKS or agreed upon with LEAFWORKS. This applies even if LEAFWORKS accompanies the implementation of coordinated plans or measures by the Customer.

The concrete content and scope of the services to be provided by LEAFWORKS shall be based on the confirmed offer or other instructions of the Customer. If the necessity of additional or supplementary activities arises, LEAFWORKS will indicate this to the Customer. In this case, an order extension by LEAFWORKS is also effected by the fact that the Customer requests the additional or supplementary activity verbally or in writing or accepts it.

LEAFWORKS services are usually provided remotely, i.e. at no specific place of work.

LEAFWORKS assumes that the information and documents provided by the Customer as well as the submitted numerical material are complete and correct. LEAFWORKS is not obligated to verify the correctness, completeness or regularity or to conduct its own research. This also applies if LEAFWORKS has to carry out plausibility checks or valuations within the scope of the placed order, which are based solely on the information, data or documents provided by the Customer and do not include their verification.

The Customer assures that he has all rights to the documents and data provided. He indemnifies LEAFWORKS from all possible claims of third parties due to infringement of industrial and/or intellectual property rights.

The provision of legal or tax advisory services is excluded as part of the contract.

The transfer or presentation of written elaborations or results of LEAFWORKS to third parties requires the prior consent of LEAFWORKS and is done solely in the interest and on behalf of the Customer. The third party is not included in the scope of protection of the contract between the Customer and LEAFWORKS. This also applies if the third party fully or partially bears or takes over the remuneration of LEAFWORKS' activities for the Customer. "Third Party" in the sense of this paragraph 8 are not affiliated companies of the Customer in the sense of § 271 paragraph 2 HGB.

4. Cooperation Obligations of the Customer

The Customer shall carry out all preparatory measures necessary for LEAFWORKS to fulfill the agreed service at its own expense and responsibility.

The Customer shall provide LEAFWORKS with the information and documents required for the execution of the order in a complete and accurate manner and free of charge.

If the Customer does not or only insufficiently perform his acts of cooperation, this may lead to impaired performance of services by LEAFWORKS and entitles the latter to discontinue further services and to retain the services already performed until the Customer's acts of cooperation have been fully performed. Furthermore, any agreed deadlines for the provision of the agreed services shall be extended at least by the period of the delay caused by the Customer's lack of cooperation.

If the Customer does not or not completely provide the required cooperation after being requested by LEAFWORKS, LEAFWORKS is entitled, but not obligated, to terminate the concluded contract without notice after prior written notice. In this case, LEAFWORKS may invoice the Customer either for the services actually rendered up to the time of termination or instead for the agreed or projected total remuneration less saved expenses due to the early termination of the contract.

5. Remuneration

The services of LEAFWORKS are – unless individually agreed otherwise in writing – calculated and remunerated according to the hourly rates contained in the confirmed offer and applicable at LEAFWORKS plus travel costs, expenses, incidental expenses, per diems, etc. This also applies to follow-up orders of the Customer without the need of a separate written offer by LEAFWORKS. The billing of the time expenditure is made in 15 minute intervals, whereby one quarter of the hourly rate is charged for each 15 minutes or part thereof. The Customer may request a non-binding cost estimate for the respective services to be provided by LEAFWORKS.

LEAFWORKS is entitled to invoice reasonable advance payments for the services that are expected to be rendered or reasonable down payments for services that have already been rendered. In this case, the service shall commence after settlement of the first advance invoice.

If requested due advance payments, partial payments or other invoices of LEAFWORKS are not settled in due time or not in full, LEAFWORKS is entitled to stop further activities until the outstanding debt is settled in full. Furthermore, LEAFWORKS may terminate the concluded contract without notice after prior written reminder with threat of termination.

In case of Distribution of software products, the price stated in the order confirmation according to clause 2 of these General Terms and Conditions or the prices accepted during the installation of the software product shall apply. The start of the delivery period stated by LEAFWORKS is conditional upon the timely and proper fulfillment of the Customer's payment obligations. The defense of non-performance of the contract remains reserved. If, in deviation from this, the software products are already provided or usable prior to the fulfillment of the payment obligations of the Customer, they remain the property of LEAFWORKS until full payment has been made. LEAFWORKS reserves the right to deactivate the provided or used software products in case of non-fulfillment of the payment obligation.

6. Payment Modalities

The remuneration agreed with LEAFWORKS is a net price, which is to be paid plus the applicable statutory value added tax.

Invoices from LEAFWORKS are due without deductions 14 days after receipt by the Customer. Invoices on account, down payments and advances are to be transferred to the account specified by LEAFWORKS no later than the 5th calendar day after the invoice date. Final invoices are to be transferred to the account specified by LEAFWORKS no later than the 15th calendar day after the due date. In the case of the purchase of software products, the agreed remuneration is due immediately or at the end of a test period and is to be paid in advance. If additional products containing usage-dependent fees are subsequently selected for the purchased software product, these shall become due for payment upon receipt of the invoice for the following month of the usage period.

If a payment is made to the SWIFT bank account, the Customer shall bear the transaction fees incurred in each case.

The Customer shall be in default if the payment deadline is exceeded; a reminder shall not be required for this. From the date of default, the default interest shall amount to 9% p.a. above the respective current base interest rate pursuant to §§ 288, 247 BGB, but at least 10% of the invoice amount. For customers of LEAFWORKS CH 5% p.a. interest on arrears according to OR Art. 73 and 104 shall apply from the date of default. In the event that the statutory interest rate is below this minimum rate, the Customer shall be entitled to prove the incurrence of a lower interest loss (not applicable for LEAFWORKS CH).

In case of purchase of software products LEAFWORKS is entitled to deactivate the software in case of non-fulfillment of the payment obligation by the Customer.

The Customer may only set off undisputed counterclaims or counterclaims that have become res judicata; otherwise, set-off shall be excluded. The same shall apply to the exercise of a right of retention.

7. Contracts with Third Party Providers

In case of contracts with third party providers that are concluded by LEAFWORKS on behalf of the Customer, LEAFWORKS is only an agent of these contracts. In this case, in addition to the General Terms and Conditions of LEAFWORKS, the Customer is bound by the respective contracts (usually license offer or the subscription brokerage contract) of the respective third party provider. In case of deviations from these General Terms and Conditions the contracts of the respective third party provider take precedence.

8. Rights of Use

LEAFWORKS grants the Customer the following rights of use:

Consulting Services

Upon full payment of the agreed invoiced consulting services, LEAFWORKS grants the Customer the non-exclusive, permanent, irrevocable and non-transferable right to use the service results provided within the scope of the confirmed offer. Deviations from these usage regulations require express agreement in the confirmed offer.

Development Participations

LEAFWORKS grants the Customer an individual right of use for the product resulting from the development participation to be specified in more detail in the confirmed offer. LEAFWORKS reserves the right to market, distribute and individually develop the product. A claim to use the further developed products only exists if this was expressly agreed in the confirmed offer.

Custom Developments

LEAFWORKS grants the Customer an unrestricted and exclusive right of use upon full payment of the agreed invoiced customized development and provides all source codes upon request of the Customer.

Software Products

Upon fulfillment of its payment obligations, LEAFWORKS grants the Customer a limited, non-exclusive, revocable and non-transferable right to use the software products provided. The right of use ends with the end of the use by the Customer or the non-fulfillment of his payment obligations.

If software from Third Parties (manufacturers) is part of the contract, the terms of use of these Third Parties shall always apply.

Existing copyright notices or registration features, such as registration numbers in the Software, may not be removed or altered.

9. Liability

Verbal or telephonic information, statements, consultations or recommendations are made to the best of knowledge and belief. However, they are only binding if they are confirmed in writing.

Liability or warranty for the success of measures recommended by LEAFWORKS is excluded. This also applies if LEAFWORKS accompanies the implementation of coordinated or recommended planning or measures.

In case of Distribution of software products LEAFWORKS is not liable for incorrect configuration or setup by the Customer.

LEAFWORKS is only liable in case of intent, gross negligence or breach of an essential contractual obligation. The amount of liability is limited to the typically foreseeable damage. Claims relating to injury to life, body or health as well as liability under the Product Liability Act are not subject to any limitation of liability.

The liability of LEAFWORKS does not apply to the extent stipulated by law if the damage occurred is due to incorrect or incomplete information or documents of the Customer. The same applies if the Customer has not notified LEAFWORKS in writing within 7 calendar days after becoming aware of the circumstances giving rise to liability.

In the case of the purchase of software products, claims for defects shall become statute-barred within 12 months after delivery of the ordered goods.

10. Contract Transfer within the LEAFWORKS Group

The companies of the LEAFWORKS Group mentioned in clause 1 of these General Terms and Conditions are entitled at any time to transfer the respective contracts concluded with the Customer among themselves and to enter the rights and obligations of another company of the LEAFWORKS Group instead of the party concluding the contract with the Customer. The Customer agrees to such a transfer of the contract already now and will be informed about this immediately after the conclusion of a corresponding transfer agreement, stating the date of the transfer of the contract. If the contract is taken over by another company of the LEAFWORKS Group, the Customer is entitled to terminate the contract by the date of the contract takeover, whereby the notice period must be at least two weeks from receipt of the notification of the contract takeover. The party concluding the contract with the Customer is also entitled to engage companies from the LEAFWORKS Group as subcontractors to provide the services.

11. Force Majeure

LEAFWORKS shall not be responsible for delays in delivery and disruptions in performance due to events of force majeure within the meaning of the following paragraph.

Events of force majeure (e.g. strike, lockout, official orders, general disruptions of telecommunications, etc.), which make the performance substantially more difficult or temporarily impossible, shall entitle the respective party to postpone the performance of its service by the duration of the hindrance and an appropriate start-up period.

Force majeure shall be deemed to include industrial disputes and similar circumstances insofar as they are unforeseeable, serious and not the fault of the parties. The parties shall notify each other immediately of the occurrence of such circumstances.

12. Non-Solicitation

The Customer may not entice away LEAFWORKS' employees until the expiration of 12 months after the termination of the services rendered on the basis of the confirmed offer. The services shall be deemed terminated for the purposes of this clause 12 if no invoice for services of LEAFWORKS has been issued for at least 12 consecutive months. This period shall be counted towards the period under sentence 1. Invoices for licenses or software products are excluded from this. For each case of violation of the above provisions of this clause 12 a contractual penalty in the amount of EUR 5,000 each shall be forfeited.

13. Final Provisions

Amendments or supplements to these General Terms and Conditions – except for order extensions pursuant to Section 3 para. 2 of these General Terms and Conditions – must be made in writing in order to be effective. This shall not apply to amendments or supplements to the respective order, which are also possible in text form. A tacit amendment of the order is excluded.

Should any provision of the order or of these General Terms and Conditions be or become legally invalid, this shall not affect the legal validity of the remaining provisions of the order and of these General Terms and Conditions. In this case, the contracting parties shall agree on a legally effective provision that comes as close as possible to the meaning and purpose as well as the economic objective of the invalid clause. The same procedure shall be followed if the order or these General Terms and Conditions contain a loophole that is contrary to the rules and must be closed by means of a supplementary interpretation of the contract.

Place of performance for all services of LEAFWORKS DE, Knots GmbH and Till Freitag Consulting GmbH is Norderstedt, Germany, for all services of LEAFWORKS CH is Effretikon, Switzerland, for all services of LEAFWORKS SL is Valencia, Spain and for all services of LEAFWORKS Unipessoal Lda is S. Pedro do Sul, Portugal. The exclusive place of jurisdiction for all disputes arising from the respective order (including those in proceedings relating to documents and bills of exchange and in dunning proceedings) is Norderstedt in Germany when LEAFWORKS DE, Knots GmbH and Till Freitag Consulting GmbH is commissioned, Effretikon in Switzerland when LEAFWORKS CH is commissioned, Valencia in Spain when LEAFWORKS SL is commissioned, and S. Pedro do Sul in Portugal when commissioning LEAFWORKS Unipessoal Lda. In the event of the transfer of the contract pursuant to Section 10 of these General Terms and Conditions the original contractual relationship shall be considered to determine the exclusive place of jurisdiction.

When LEAFWORKS DE, Knots GmbH and Till Freitag Consulting GmbH are commissioned, the law of the Federal Republic of Germany shall apply, excluding the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods. If LEAFWORKS CH is commissioned, the laws of Switzerland shall apply, excluding the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods. If LEAFWORKS SL is commissioned, the laws of Spain shall apply, excluding the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods. If LEAFWORKS Unipessoal Lda is commissioned, the laws of Portugal shall apply, excluding the conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods. In the event of the transfer of the contract pursuant to Section 10 of these General Terms and Conditions the original contractual relationship shall be considered to determine the applicable law.