General Terms and Conditions (GTC) Moccu GmbH & Co. KG

1. Scope of Application

1.1 These General Terms and Conditions (hereinafter: GTC) of Moccu GmbH & Co. KG (hereinafter: Moccu) apply exclusively to persons who are not consumers within the meaning of Section 13 of the German Civil Code (BGB) (hereinafter: Client).

1.2 The Client accepts the exclusive validity of these GTC for all current and future business with Moccu, even if they are not expressly agreed upon again. Deviating, conflicting, or supplementary terms and conditions of the Client shall not be recognized by Moccu and shall therefore not become part of the contract unless Moccu expressly agrees to their validity in writing. The GTC of Moccu shall also apply if Moccu carries out delivery to the Client without reservation despite being aware of conflicting or deviating terms and conditions of the Client. Individual ancillary agreements shall remain unaffected by the foregoing provision.

1.3 These GTC were originally drafted in German. This English translation is provided for convenience only. In case of any discrepancy between the German and English versions, the German version shall prevail. The German version is available at www.moccu.com/agb.

2. Conclusion of Contract

2.1 If an offer from Moccu is designated as non-binding, the contract between Moccu and the Client shall only become legally effective when the Client places a corresponding order with Moccu and Moccu accepts this order within a reasonable period. The same applies to supplements or amendments to the original offer designated as non-binding.

2.2 Moccu is entitled to revoke non-binding offers at any time before receipt of the Client's order.

2.3 Changes to the scope of services following conclusion of the contract require a separate agreement.

3. Scope and Quality of Services

3.1 Moccu provides digital marketing and communication services. This includes in particular: strategy development, consulting, concept creation, content strategies, design, development of websites and applications, the production of digital advertising media, and related services. The specific scope of services is determined by the respective offer.

3.2 Moccu is entitled to use AI-powered tools and software solutions in the provision of services. Moccu ensures that all work results created using AI are reviewed and approved by qualified Moccu employees before being handed over to the Client. Responsibility for the quality of work results remains with Moccu; the liability provisions pursuant to Section 15 apply without limitation. If AI-generated content is not subject to copyright protection, Moccu will inform the Client of this upon request.

3.3 Moccu is entitled to use open-source software and freely available software components in the provision of services. Upon request, Moccu will inform the Client about the open-source components used and the respective applicable license terms. The Client undertakes to comply with the respective license terms when using the work results.

4. Performance Deadlines, Delays, Default

4.1 Moccu and the Client shall establish all performance deadlines in text form and before the commencement of contract performance.

4.2 Delivery and performance delays due to:

• force majeure (e.g., strikes, lockouts, official orders, general telecommunications disruptions, etc.)
• circumstances within the Client's sphere of responsibility (e.g., changes to the project scope, change requests, failure to fulfill cooperation obligations in a timely manner, delays caused by third parties attributable to the Client, etc.)
• as well as in the event of an exclusion of the obligation to perform within the meaning of Section 275 BGB,

shall not be attributable to Moccu and shall not constitute default in performance. Such delays entitle Moccu to postpone the provision of the affected services by the duration of the hindrance plus a reasonable start-up period or, in the case of Section 275 BGB, to refuse performance entirely. The parties shall notify each other without delay of the occurrence of reasons for performance delays. If the hindrance persists for more than four (4) weeks beyond the agreed delivery dates, both Moccu and the Client shall be entitled to withdraw from the contract after the expiry of a reasonable grace period of at least two (2) weeks, unless a case under Section 275 BGB already exists.

4.3 If Moccu is in default with material contractual services, the Client shall only be entitled to withdraw from the contract if Moccu fails to perform the relevant material service despite being granted a reasonable grace period in text form by the Client. The provisions of Section 275 BGB remain unaffected.

5. Contract Term, Termination, and Contract Ending

5.1 The term of the contract is determined by the respective offer. Fixed-term contracts end upon expiry of the agreed contract term without requiring termination. Ordinary termination of fixed-term contracts before expiry of the contract term is excluded.

5.2 If the offer provides for automatic renewal of the contract, the contract shall be renewed by the period specified in the offer unless terminated by either party in text form with three (3) months' notice before the end of the respective contract term.

5.3 If the offer provides for neither a fixed term nor automatic renewal, the contract may be terminated by either party in text form with three (3) months' notice to the end of a month. This applies regardless of whether the contract is of a works contract or service contract nature. The statutory notice periods of Section 621 BGB are hereby mutually waived in this respect.

5.4 If the Client exercises its right of termination pursuant to Section 648 BGB for works contract services, Moccu shall be entitled to the agreed remuneration less the expenses saved as a result of the termination. Partially completed services shall be accepted and paid for by the Client. Moccu will provide the Client with a comprehensible calculation of the saved expenses within four (4) weeks after the termination takes effect.

5.5 If a minimum purchase commitment is agreed in the offer (e.g., a minimum percentage of the agreed budget), the Client's obligation to pay the minimum purchase commitment shall remain unaffected by termination. If the services already called off and invoiced by the time the termination takes effect exceed the agreed minimum purchase commitment, no further payments shall be owed. If the services called off by the time the termination takes effect fall short of the agreed minimum purchase commitment, the Client shall pay Moccu the difference between the services called off and the minimum purchase commitment within thirty (30) days after the termination takes effect. 5.6 The right to extraordinary termination for good cause remains unaffected.

5.7 Upon termination of the contractual relationship, Moccu will hand over to the Client all work results created within the scope of the contractual services and to which the Client is entitled, as well as the access data and documentation required for their continued operation, insofar as these were included in the scope of services.

5.8 Support services beyond the previous scope of services in the context of a transition (e.g., onboarding of a successor service provider, migration of systems, extended documentation) shall be agreed upon separately and remunerated separately.

5.9 The obligation to hand over pursuant to Section 5.7 is subject to full payment of all due remuneration claims from the contractual relationship.

6. Modification of Services

6.1 Moccu reserves the right to expand, make immaterial changes to, and improve services without changing the remuneration. Moccu is entitled to modify services in particular if such modification is customary in the industry or if Moccu is obligated to do so due to changes in legislation or case law. The interests of the Client will be appropriately considered in this regard.

6.2 Insofar as Moccu provides voluntary, gratuitous services and/or performances for the Client beyond the contractual content, these may be discontinued at any time and without prior notice. For injury to life, body, and health, Moccu shall be liable without limitation. In addition, Moccu shall be liable for intent and gross negligence by its employees, legal representatives, and vicarious agents. Liability for slight negligence is excluded, as the voluntary and gratuitous services do not constitute essential contractual obligations of Moccu, which is why any claim by the Client for reduction, reimbursement, or damages is excluded in this respect.

6.3 If the Client submits change requests to Moccu (Change Request), Moccu will decide together with the Client on their implementation and conditions in a joint evaluation process. If, insofar as, and as soon as the parties jointly approve the changes, they become part of this contract.

7. Client's Cooperation Obligations During Contract Performance

7.1 The Client undertakes to provide Moccu with all order-relevant information in the (first) briefing and to immediately communicate any missing, new, or changed information in each subsequent briefing.

7.2 The Client supports Moccu in the fulfillment of the contractually owed services. This includes in particular the timely provision of information, documents, data material, as well as hardware and software (hereinafter: Materials), insofar as agreed, required, or useful.

7.3 The Client shall provide Moccu with all Materials promptly, bundled, and in a common, directly usable digital format. In the event that the Client provides the Materials to Moccu only gradually in individual parts and at intervals, Moccu shall be entitled to invoice separately for the additional effort incurred as a result. If conversion of the material provided by the Client to another digital format is required, the Client shall bear the costs incurred. The Client ensures that Moccu has the rights necessary for the use or editing of the material provided, in particular copyright usage rights.

7.4 The Client shall provide Moccu with feedback and approvals in due time in order to enable a smooth project flow.

7.5 Insofar as Moccu provides services directly in the Client's systems, the Client undertakes to ensure that all reasonable technical and organizational prerequisites exist (e.g., access to servers, development environments, CMS).

7.6 The Client enables Moccu to install technical equipment (hardware/software), if and insofar as this is necessary for the use of Moccu's services and installations are not to be carried out by the Client itself as agreed.

7.7 During the contract term, the Client acknowledges that modification work on the work results provided and/or managed by Moccu should generally only be carried out by Moccu or a third party commissioned by Moccu. Independent modifications by the Client during the contract term may result in Moccu no longer being able to assume warranty for the modified parts; Moccu will inform the Client of this in individual cases. After acceptance and full payment, the Client is free to make modifications; in this case, Moccu's warranty for the parts affected by the modifications shall cease.

7.8 The Client shall notify Moccu in text form of any change in its company name, address, or other contact information (telephone, fax, email) immediately, and no later than within two (2) weeks.

8. Consequences of Client's Breach of Cooperation Obligations During Contract Performance

8.1 If there is a delay in Moccu's performance because the Client does not fulfill or does not properly fulfill its cooperation obligations, this shall not constitute default on Moccu's part. In this case, Moccu may postpone the owed performance for the duration of the delay plus a reasonable resumption period and/or demand separate remuneration for the additional effort incurred and/or terminate the contract in accordance with the following paragraphs.

8.2 If the Client definitively or for a considerable time does not fulfill its cooperation obligations despite written request and warning, Moccu may set the Client a reasonable deadline for fulfillment of the cooperation obligations. In the notice of the deadline, Moccu shall announce that it will partially or completely terminate the contract should the Client not fulfill its cooperation obligations within the deadline.

8.3 If the Client does not fulfill its cooperation obligations within the period set by Moccu pursuant to the preceding paragraph, Moccu may terminate the contract in whole or in part by means of a written declaration. The Client's obligation to pay the agreed remuneration in proportion to the services already provided by Moccu remains unaffected by the termination. This is without prejudice to any claims for damages by Moccu.

Prices, Remuneration, Costs

9.1 All prices stated by Moccu are net prices. All monetary values are in euros (EUR). Statutory value-added tax is not included in the prices but is shown separately on the invoice at the applicable statutory rate.

9.2 If the parties have not reached an agreement or have not reached a clear agreement on the remuneration for a service in an individual case, the calculation shall be based on Moccu's remuneration rates applicable at the time of commissioning. Moccu will inform the Client of the applicable remuneration rates upon request. Informal cost estimates, budget indications, or preliminary calculations that Moccu communicates outside of a document expressly designated as a "cost estimate" are non-binding and do not establish a cost ceiling. If Moccu expressly prepares a cost estimate, the statutory provisions of Section 650(2) BGB shall apply.

9.3 Additional effort caused by the Client as well as additionally incurred costs for additional services requested by the Client that are not expressly covered by the order (e.g., changes to the project scope, change requests, procurement of third-party services, courier or postage costs, scanning costs, photo rights, travel costs, etc.) shall be invoiced separately to the Client and shall be paid separately by the Client.

9.4 Insofar as Moccu procures third-party services for the Client within the scope of service provision (e.g., licenses, media costs, hosting fees), cost increases by third parties occurring after conclusion of the contract that are not attributable to Moccu shall be passed on to the Client. Moccu will inform the Client without delay of any cost increases that have occurred.

9.5 Customs duties, value-added tax, and other charges associated with the import or export of goods to a European or non-European country shall be borne by the Client.

9.6 For continuing obligations with a term of more than twelve (12) months, Moccu is entitled to adjust the agreed remuneration rates at the beginning of each new contract year by declaration in text form with a notice period of three (3) months. The adjustment is based on the development of the consumer price index of the Federal Statistical Office. If the adjustment exceeds 5% of the previous remuneration, the Client is entitled to terminate the affected contract with one (1) month's notice to the effective date of the adjustment.

10. Payment Terms

10.1 Invoicing is carried out on a calendar month basis according to one of the following modalities:

a) Invoicing upon fully performed services
Unless otherwise agreed in the offer, invoicing is carried out on a calendar month basis for all services that were fully performed in the respective month. This also includes self-contained partial services of individual offer items. Invoicing based on time spent does not take place in this case.

b) Invoicing based on time spent
If invoicing based on time spent is expressly provided for in the offer, invoicing shall be carried out on a calendar month basis based on the hours incurred in the respective month. The remuneration rates of Moccu applicable at the time of conclusion of the contract shall be decisive.

10.2 Unless otherwise stated on the invoice, remuneration is due for payment within thirty (30) days of receipt of the invoice.

10.3 Costs for server rentals, domains, SSL certificates, and comparable services that Moccu advances for the Client may be invoiced before the relevant period at Moccu's discretion.

10.4 The Client can only object to invoices within thirty (30) days of receipt. The objection must be made in text form and must specify the reason for the objection. After expiry of this period, the invoice shall be deemed accepted unless the Client was not responsible for the delay in objection.

11. Grant of Ownership and Usage Rights

11.1 Until full payment of the remuneration, delivered physical items shall remain the property of Moccu (retention of title). The grant of the agreed usage rights to the contractual services is likewise subject to full payment of the agreed remuneration.

11.2 Whether and to what extent Moccu grants the Client ownership, possession, and usage rights to source codes (also called program code or source code) of software programmed by Moccu for the Client shall be determined in each individual case by the individual agreement reached in this regard. The disclosure and grant of exclusive usage rights to the source code are, in case of doubt, subject to separate remuneration. If the parties have not reached an agreement or have not reached a clear individual agreement regarding the source code, in case of doubt only a simple, i.e., non-exclusive and non-transferable, usage right shall be granted. The foregoing provision applies accordingly to program libraries, in particular source code libraries (library code). In such cases, Moccu therefore always remains entitled to use the relevant source codes and/or program libraries for other projects and other clients and to grant them usage rights to the source codes and/or program libraries as well. In case of doubt, this also applies if Moccu creates individual software according to the Client's requirements and wishes on the basis of a works contract agreement. The Client furthermore acknowledges that the use of open-source software is subject to its own license terms that cannot be influenced by Moccu and to which every user, including the Client, is bound.

11.3 Ownership, possession, and usage rights to all preliminary work, preliminary stages, and intermediate results (in particular sketches, drafts, concepts) of the contractual service shall in any case remain with Moccu. Which results are owed as contractual service and are to be handed over to the Client is determined by the respective offer. Moccu is therefore entitled to further develop these preliminary work, preliminary stages, and intermediate results and/or parts thereof within the scope of other projects or for other clients and to continue to use them in any manner, whether modified or unmodified.

11.4 Moccu has the non-exclusive, unlimited right in terms of content, time, and territory to use the contractual services for purposes of self-promotion (all media, in particular print products, internet; trade fairs and other events; pitches and other acquisition measures). Limited to these purposes, Moccu also has the right to mention the name or company of the Client and to display any trademarks of the Client (reference). The Client may prohibit the mention as a reference at any time in text form; in this case, Moccu will remove the reference within four (4) weeks.

11.5 Otherwise, the content, temporal, and territorial scope of the grant of usage rights to the Client is governed by the individual contractual agreements and the relevant statutory provisions, in particular those of the Copyright Act (UrhG) in its respectively applicable version.

12. Consequences of Client's Default in Payment, in Particular Suspension

12.1 In the event of the Client's default in payment, Moccu shall be entitled to suspend the provision of services owed until all of the Client's overdue payment obligations have been settled. In the case of fixed-term contracts, the contract term shall be extended by the duration of the suspension. Moccu will notify the Client of the intention to suspend in advance.

12.2 In the event of default in payment, Moccu shall be entitled to charge default interest at the respective statutory rate. The assertion of further default damages remains unaffected.

13. Warranty for Defects by Moccu

13.1 The Client is subject to the inspection and notification obligations pursuant to Section 377 of the German Commercial Code (HGB), provided that it is a purchase and this constitutes a commercial transaction for both parties. Recognizable defects in the contractual service must be reported in text form without delay, but no later than fourteen (14) days after transfer. Should it not be possible for the Client in individual cases to inspect the contractual service and report any defects within 14 days in the ordinary course of business, the Client shall notify Moccu of this without delay after transfer and indicate when it will fulfill its inspection and notification obligations. Moccu is entitled to demand evidence that inspection and notification obligations are not possible for the Client within 14 days, but only within the period specified by the Client.

13.2 If the contractual service is a works contract, the Client shall accept both the respectively completed partial products (milestones) and the respectively completed end products, provided that no material defects exist. The provisions of Section 640 BGB apply.

13.3 In a works contract warranty case, Moccu is entitled, at its own discretion, to subsequent performance by remedying the defect or by new delivery. If subsequent performance fails twice or if Moccu definitively and seriously refuses subsequent performance, the Client may, at its discretion, reduce the remuneration (reduction) or withdraw from the contract (withdrawal). Reduction is excluded for only minor defects.

13.4 Moccu is entitled to refuse subsequent performance as long as the Client is in default with due payment obligations from the respective contractual relationship.

13.5 The warranty period for all defects is twelve (12) months from the respective commencement of the statutory limitation period. The foregoing limitation does not apply to cases under Section 438(1) No. 2 BGB and Section 634a(1) No. 2 BGB.

14. Client's Cooperation Obligations in Subsequent Performance

14.1 The Client is obligated to take all necessary and useful measures within reason to enable an immediate assessment of the defects and any resulting damages as well as their causes, and to comply with its statutory duty to mitigate damages.

14.2 The Client shall reimburse Moccu for the costs incurred through the defect investigation, if and insofar as it turns out that the defect or resulting damages are not within Moccu's area of responsibility and the Client could have recognized this upon careful examination.

15. Limitation of Liability

15.1 For damages arising from injury to life, body, or health based on at least negligent breach of duty by Moccu, its legal representatives, or vicarious agents, Moccu shall be liable without limitation.

15.2 For other damages based on intentional or grossly negligent breach of duty by Moccu, its legal representatives, or vicarious agents, Moccu shall likewise be liable without limitation.

15.3 For other damages based on breach of a material contractual obligation (cardinal obligation), the fulfillment of which is essential for the proper performance of the contract and on the compliance with which the Client may regularly rely, Moccu shall be liable in the event of slight negligence limited to compensation for foreseeable, typically occurring damage.

15.4 Moccu shall not be liable for malfunctions and damages caused by unauthorized modifications by the Client to the contractual service. The provisions in Sections 15.1 to 15.3 remain unaffected by the foregoing provision.

15.5 Moccu shall not be liable for the loss of data and/or programs insofar as the damage is due to the Client's failure to perform data backups and thereby ensure that lost data can be restored with reasonable effort. The provisions pursuant to Sections 15.1 to 15.3 remain unaffected by the foregoing provision.

15.6 Otherwise, any liability of Moccu is excluded. The foregoing limitations and exclusions of liability do not apply to liability under the Product Liability Act (Produkthaftungsgesetz), in cases of fraudulent concealment of a defect, or in cases of assumption of an express guarantee.

16. Set-Off

The Client is only entitled to set off counterclaims against claims of Moccu insofar as these are undisputed or have been legally established.

17. Additional Provisions for Digital Projects, in Particular Web Design

17.1 The contracting parties shall mutually determine the type and scope of the digital project and the related design services in a concept in text form.

17.2 On the basis of a separate agreement and for separate remuneration, Moccu prepares a specification sheet. The same applies to final documentation of the project. The preparation of the specification sheet builds on the concept. For this purpose, the Client's requirements are specified by Moccu in cooperation with the Client. In particular, it is defined in detail how and with what means the requirements of the Client set out in the concept are to be realized. The specification sheet summarizes the findings obtained in this way and ultimately represents the structured, complete, and step-by-step presentation of the requirements for the contractual project.

17.3 Within the scope of the visual design of digital projects, in particular websites, Moccu reserves the right to modify or correct the content provided by the Client (images, graphics, fonts, text structures, etc.) after consultation with the Client in order to enable optimal display, particularly on computer screens. In the area of reproduction of the Client's templates and samples, the parties agree that reasonable deviations in material and color range as well as similar variations are permissible.

17.4 If Moccu creates works for use on the internet, intranet, or extranet, this is done in such a way that they function on the current versions of common browsers and their underlying rendering engines (in particular Chromium, WebKit, Gecko) on standard desktop and mobile devices at the time the order is placed. Moccu provides no warranty for functionality on outdated browser versions or non-standard end devices. If the Client has special requirements for the support of certain browsers, versions, or end devices, these must be agreed separately in the offer.

17.5 The parties shall agree on a test for the contractual creation services. This test shall take place at the Client's registered office using a standard installation (operating system, browser) or on other data processing systems designated by Moccu.

17.6 As part of the test, the parties shall prepare a written test protocol by mutual agreement, in which the location, time, technical circumstances of the test, and the participants in the test are recorded. As part of the test, the Client shall examine the contractual services for conformity with the contract and have any adverse deviations of the creation services from the contractually agreed quality that are recognizable to it recorded in the protocol. The test protocol shall be signed by both parties.

If the Client does not record adverse deviations of the creation services from the contractually agreed quality recognizable to it as part of the test in the protocol, the creation services shall be deemed to have been provided in accordance with the contract to that extent. In the event that the Client culpably fails to participate in the test or does not participate fully, the same applies with regard to deviations recognizable upon proper participation. The Client's obligations under Section 13.1 remain unaffected by the performance of the test.

17.7 Insofar as legal requirements for the accessibility of digital products and services exist (in particular under the BFSG/EAA and BITV 2.0), the Client is obligated to inform Moccu in the briefing about the desired level of accessibility and the legal requirements applicable to it. Moccu owes compliance with accessibility requirements only insofar as these are expressly agreed in the offer or order documents. Changes to legal requirements after conclusion of the contract entitle both parties to demand an adjustment of the scope of services and remuneration. The Client is solely responsible for the accessibility of the content provided by the Client (texts, images, media).

18. Additional Provisions for Content Management Systems (CMS)

18.1 Moccu provides the Client with Content Management Systems (CMS) on the basis of a separate agreement and for separate remuneration, which, depending on the agreement, are programmed and licensed either by Moccu itself or by third-party companies.

18.2 The delivery of CMS from third-party companies is subject to the license terms of the relevant third-party company applicable at the time of licensing. The Client undertakes to Moccu to conscientiously comply with the license terms of the third-party company. The warranty and any guarantee terms of the respective third-party company apply to defects in the CMS from third-party companies.

18.3 The warranty and any guarantee terms of the respective third-party company apply to defects in the CMS from third-party companies.

19. Additional Provisions for Maintenance Services

The provision of maintenance services by Moccu for the Client outside of warranty obligations is only provided on the basis of a separate agreement and for separate remuneration. Maintenance services include both making changes and extensions to a project (e.g., a website, app, social media channel, etc.) and related consulting services. Maintenance services do not include fundamental redesign or restructuring of a project (relaunch), which likewise requires a separate agreement.

20. Additional Provisions for Provider and Provider-Like Services

20.1 Domain Registration The Client authorizes Moccu to apply for a domain name and to order the domain in its name and at its expense with the respective registry (e.g., DENIC). Moccu is not liable for the availability of the domain name desired by the Client and also assumes no guarantee that the domains registered for the Client are free of third-party rights or will continue to exist permanently. In the case of obvious name violations, Moccu is entitled to refuse registration of the domain.

20.2 Hosting

1. In the case of a hosting agreement, the terms of the respective hosting provider generally apply, which Moccu will provide to the Client upon request.

2. Moccu generally provides the following services within the scope of hosting, unless otherwise agreed between the parties:

   • Server installation in a data center after prior consultation between Client and Moccu
   • Maintenance and monitoring of the server
   • Provision of the computing and server capacities required for hosting the website

3. Moccu is entitled to make changes and extensions to the system insofar as they serve to improve the service or are required by the technical conditions. Any associated restrictions to the agreed scope of services will be kept as low as possible.

4. Moccu may instruct the Client to load new versions of software onto the data carriers. Unless otherwise agreed, Moccu may temporarily restrict the hosting service in whole or in part for important reasons.
5. Moccu expressly does not commit to updating the hardware and/or software in use, even with regard to security and bug fixes.
6. Moccu is entitled to set up technically corresponding substitute systems if this is required for the provision of services and is reasonable for the Client. Moccu is not obligated to maintain the specifications of the existing hardware and software unchanged. Any restrictions on the operation of the Client's programs caused by this shall, however, be kept as low as possible.
7. Moccu is entitled at any time to provide the Client with additional services and functions on a revocable or temporary basis.
8. Moccu does not owe uninterrupted availability of server systems and data. Due to the infrastructure of the internet, the technical dependence on other providers, the technical availability of networks, backbone lines, data centers, the necessity of maintenance work, possible hardware and software errors, the consequences of force majeure such as natural disasters, power outages, or intentional attacks on server systems by hackers, it is not possible to issue availability guarantees.
9. Liability of Moccu for failures, data losses, interrupted data transmissions, email losses, data theft, or other problems in the aforementioned context is governed by Sections 15.1 to 15.3 of these GTC.

20.3 Moccu owes the technically faultless function and availability of its own server systems and domain name servers as well as the programs installed thereon, but not the availability of the line connections of the various network and data center operators and other internet infrastructures.

21. Data Protection

21.1 The parties process personal data within the scope of the contractual relationship exclusively in accordance with the applicable data protection provisions, in particular the GDPR and the BDSG.

21.2 Insofar as Moccu processes personal data on behalf of the Client within the scope of service provision, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR.

22. Confidentiality

22.1 The parties undertake to treat all confidential information of the other party obtained within the scope of the contractual relationship as strictly confidential and to use it exclusively for the purposes of the contractual relationship. The parties may regulate details in a separate confidentiality agreement.

22.2 The confidentiality obligation does not apply to information that (a) was already publicly known at the time of receipt or becomes publicly known without fault of the recipient, (b) was already lawfully known to the recipient, (c) is communicated to the recipient by a third party without confidentiality obligation, or (d) must be disclosed due to legal or official order.

22.3 Documents handed over by one contracting party must be returned to it upon termination of the contract or destroyed at its request, unless the other party has a statutory retention obligation or a continued right of use.

23. Non-Solicitation of Employees

23.1 The parties undertake not to actively solicit employees of the other party during the term of cooperation. This obligation shall continue for a period of six (6) months after termination of the cooperation. The prohibition does not apply to applications made in response to general job postings.

23.2 For each culpable violation of the non-solicitation prohibition, the violating party shall pay a contractual penalty in the amount of six (6) gross monthly salaries of the affected employee. Judicial review of the appropriateness remains reserved.

24. Assignment of Claims

The assignment of claims is only permissible with the prior consent of the other contracting party in text form. Consent may not be unreasonably withheld.

25. Right of Retention

The Client may only assert a right of retention due to claims arising from the respective contractual relationship.

26. Final Provisions

26.1 Amendments and supplements to the respective contract between the parties and these GTC, material contractual notifications, as well as declarations of withdrawal and termination require text form to be effective, unless they are based on an express or individual contractual agreement.

26.2 The law of the Federal Republic of Germany applies, excluding international private law and the UN Convention on Contracts for the International Sale of Goods.

26.3 The place of performance is Berlin, Federal Republic of Germany.

26.4 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Berlin, Federal Republic of Germany, provided that the Client is a merchant, a legal entity under public law, or a special fund under public law. The same applies if the Client does not have a general place of jurisdiction in Germany or if its domicile or habitual residence is not known at the time an action is filed.

26.5 Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected thereby. The respective applicable statutory provision shall take the place of the invalid provision.

As of: February 12, 2025