General Terms and Conditions for Services of Cosine UL Ltd., German branch

1. Scope of Application
1.1 These General Terms and Conditions shall apply to all agreements concluded by Cosine Uk Ltd., German branch (hereinafter also “Cosine Germany”) and the customer for services to be rendered in connection with sales promotion for the customer’s goods or services.
1.2 The General Terms and Conditions of Cosine Germany shall be applicable exclusively. Inconsistent or deviating terms of the customer are not recognized unless Cosine Germany would have agreed in writing to their applicability. The terms and conditions of Cosine Germany shall apply also if Cosine Germany executes the order without any reservations with knowledge of inconsistent or deviating terms and conditions of the customer.
1.3 The General Terms and Conditions of Cosine Germany shall apply also to all future contractual relationships with the customer.

2. Scope of the Performance Duty of Cosine Germany
2.1 The contractual obligation of Cosine Germany is to render the service agreed on in each case, not to achieve a particular commercial success. This shall apply especially if the content of the order is to provide promoters and to render related ancillary services. Any attachment to orders or to confirmations of orders from Cosine Germany, especially the cost estimate(s), shall form an essential part of the individual agreement concerned.
2.2 Unless the parties otherwise make a written binding determination of the scope of performance, the services agreed on shall be those set out in the cost estimate prepared by Cosine Germany and countersigned by the customer. Among several cost estimates, the most recently dated shall always be applicable.
2.3 Cosine Germany has the right to render the agreed services through third parties. In any such case, the third party shall always be commissioned in the name and on behalf of the customer, however the services to be rendered through third parties including the settlement of accounts shall be handled exclusively by Cosine Germany.
2.4 Cosine Germany shall endeavour to take account of the customer’s change requests. If any change requests agreed on subsequently results in additional expenses for Cosine Germany, Cosine Germany shall be entitled to additional remuneration for this. The amount of such additional remuneration shall depend first on any contractual agreements, in the absence of such contractual agreements on the current fee and reimbursement rates of Cosine Germany, which will be made available at the customer’s request. If the customer makes a change request, any dates and deadlines agreed on by the customer and Cosine Germany shall be reasonably extended.
2.5 Cosine Germany shall make available trainers and documents for the training of promoters only if this is expressly agreed on.

3. Terms of Payment
3.1 Unless the parties otherwise make a binding agreement in writing regarding the terms of payments, all invoices issued by Cosine Germany must be paid without any deductions within 20 days of invoicing. The date of the credit entry on an account of Cosine Germany shall count as the day of payment.
3.2 Unless otherwise agreed, advance payments must be made immediately.
3.3 The amount of the payments to be made shall, subject to the provision in 2.4, be determined by the applicable cost estimate of Cosine Germany. Price increases by up to 5% shall be admissible also after the conclusion of the contract, provided they are based on price increases which Cosine Germany must bear itself. Should price increases arise and result in an increase in the prices indicated in the cost estimate by more than 5%, Cosine Germany shall submit a new cost estimate to the customer within 20 days of becoming aware of these circumstances. The customer must check this cost estimate without undue delay. If the customer does not object to the cost estimate within 10 days, this new cost estimate shall be deemed approved. If the customer expressly objects to the new cost estimate, the terms of the last preceding cost estimate shall be applicable. The customer shall in this case not be entitled to any services going beyond those contained in the preceding cost estimate.
3.4 If the customer is in default of payment, interest shall be payable by the customer in the amount of 8% per year above the applicable base interest rate pursuant to sec. 247 BGB (German Civil Code) from the time of the event triggering the default.
3.5 The customer shall have a right of retention only in respect of claims awarded by final and non-appealable judgement or acknowledged by Cosine Germany.
3.6 In the event of a delay in the rendering of the services by Cosine Germany which the customer is responsible for alone or largely, or if this circumstance arises at a time at which the customer is in default of acceptance of the services, the customer must continue to make payments as if the services had been completely rendered in time by Cosine Germany. If a promotion campaign is prematurely broken off by the customer without any fault on the part of Cosine Germany, the customer shall remain obliged to pay the agreed fee, deducting only the costs for third-party services which Cosine Germany will no longer be obliged to pay because of the break-off.

4. Liability, Limitation
4.1 The customer shall bear the risk of the legal admissibility of the campaign and of the advertising for and during the campaign. This shall apply especially if the planned advertising measures violate any provisions of competition law, copyright law or specific advertising law. The customer shall release Cosine Germany from all third-party claims resulting from the – actual or alleged – inadmissibility of the advertising. In no case shall Cosine Germany be liable for the statements regarding the customer’s products and services contained in the advertising. The customer shall also fully release Cosine Germany in this respect from all third-party claims.
4.2 To the extent that no other binding agreements are made by the parties about their liability, the liability of Cosine Germany for damage caused by delays arising from slightly negligent breach of duty shall be excluded. Cosine Germany shall also not be liable for the damage caused by slightly negligent breaches of duty or actions unless the breach of duty or action causes death, injury or illness or consists of a violation of essential contractual duties. This shall also apply to the liability of Cosine Germany for persons employed by Cosine Germany in the performance of its contractual duties. Cosine Germany shall in all cases be liable only for the foreseeable damage typical of the kind of contract concerned. This provision shall not involve any shift in the burden of proof to the customer’s disadvantage.
4.3 If the subject matter of the contract is to provide promoters, Cosine Germany shall not be liable for breach of duty by them. Promoters are neither persons employed by Cosine Germany in the performance of its contractual duties nor vicarious agents of Cosine Germany. Cosine Germany shall in particular not be liable for contracts concluded by promoters outside their power of agency nor for torts committed by the promoters.
4.4 All documents and things delivered by the customer to Cosine Germany for the purpose of performing the order shall be returned by Cosine Germany to the customer within two weeks of the final completion of the order. Cosine Germany shall not be liable for damages because of the loss of or damage to these documents or things if the loss or, as the case may be, the damage is not reported to Cosine Germany within four weeks of the completion of the order and if Cosine Germany did not grossly negligently or intentionally cause the loss or damage.
4.5 All of the customer’s claims which are not based on intentional or grossly negligent action by Cosine Germany and are not directed at compensation for damage arising from death, injury or illness and are not based on a violation of essential contractual duties shall be time-barred one year after the end of the year in which the claim arose and in which the customer obtained knowledge, or should have obtained knowledge in the absence of gross negligence, of the circumstances giving rise to the claim and of the debtor’s identity. The statutory limitation periods in sec. 199 (2), (3) and (4) BGB, which constitute the maximum limitation periods, shall remain unaffected.

5. Secrecy Obligation
The contractor shall be obliged to keep all business secrets which he becomes aware of through the co-operation with Cosine Germany absolutely secret and to confidentially treat all information and documents relating to them. This obligation shall remain applicable also after the end of the joint contractual relationship.

6. Data Protection
The data made available by the customer for the purpose of the execution of the order and the data collected by Cosine Germany shall be collected and processed exclusively in accordance with the customer’s instructions. Responsibility for preserving the rights of the parties concerned within the meaning of the German Federal Data Protection Act shall remain exclusively with the customer. Cosine Germany shall be responsible only for data security in the phase of order-related data processing and shall in this respect be liable only for gross negligence and wilful intent.

7. Solicitation Prohibition
The customer undertakes not to employ, without the consent of Cosine Germany and regardless of the nature and manner and their function, within a period of 12 months after the end of the contractual relationship with Cosine Germany, any persons used by Cosine Germany for the performance of the contract, either as employees or as independent (free) workers or as persons employed by them in the performance of their contractual duties. In any case of violation of this agreement, Cosine Germany shall have the right to demand a contractual penalty of € 5,000.

8. Jurisdiction and Choice of Law
8.1 The place of jurisdiction in the event of any dispute under or in connection with the contractual relationships between Cosine Germany and the customer and its implementation shall be Hamburg.
8.2 The contractual relations between Cosine Germany and the customer shall be governed by the law of the Federal Republic of Germany.

9. Written Form
All additions to and amendments of these General Terms and Conditions and of the individual contract including any amendment of this provision itself and including the cost estimates to be submitted by Cosine Germany must be made in writing.

10. Severability
Insofar as individual or several provisions of an individual contract or of these General Terms and Conditions are entirely or partly invalid, ineffective or impracticable, the validity of the remaining provisions shall not be affected thereby. The invalid, ineffective or impracticable provision shall be replaced by a provision which, in terms of form, content, time and scope of application, comes closest to what was intended according to the purpose and intent of the invalid, ineffective or impracticable provision. The same shall apply to any gap in the individual contracts and the General Terms and Conditions.