§ 1 Applicability

(1) The present General Terms and Conditions (“GTC) constitute an integral part of any con-tracts entered into between moveXM GmbH (“Institute”) and their Clients. Any deliveries, services and quotations by the Institute are based exclusively on these GTCs which shall be deemed to be approved latest upon the Client’s acceptance of the performance.

(2) The present GTC apply exclusively. The Institute hereby objects to any general terms and conditions of business on the part of the Client which might contradict or deviate from these GTCs, and such general terms and conditions of business on the part of the Client shall become an integral part of the contract only upon the Institute’s express written agreement in that respect.

(3) No further express reference need be made to the present GTCs in the event of any follow-on business transactions.

(4) Any agreements and understandings between the Institute and the Client for the purpose of operating a contract shall be documented in this Contract.

§ 2 Offer and Formation of Contract

(1) Any offers made by the Institute are subject to confirmation and non-binding. The acceptance of offers and any orders must be confirmed in writing by the Institute to become legally effective. Confirmation by facsimile shall be deemed adequate.

(2) Any subsidiary oral agreements and contract amendments shall become legally effective only upon written confirmation by the Institute.

(3) Employees of the Institute are not authorised to make any subsidiary oral arrangements or covenants beyond the contents of the written Contract.

§ 3 Prices

If not stated otherwise, the Institute shall be bound by the prices quoted in its offers for the duration of four weeks from date of quotation. The prices quoted in the Institute’s confirmation of offer, plus the statutory sales tax, shall generally be applicable. Any additional services shall be charged separately.

§ 4 Delivery Times

(1) Any delivery periods or performance dead-lines which may be agreed to be either binding or non-binding shall be specified in writing.

(2) The Institute shall not be liable for any delays in delivery due to force majeure and/or events which significantly impede delivery or render performance impossible for any longer period than only temporarily; this shall be applicable also in the case of delivery terms and deadlines which had been agreed as binding. In the presence of such events the Institute shall be entitled to delay delivery/performance of the services for the duration of the impeding event plus a reasonable start-up time, or to withdraw from the Contract either wholly or partially on account of that part of the Contract not yet performed.

(3) If the impeding event lasts longer than three months, the Client shall be entitled, after having granted reasonable additional time for delivery/performance of the services, to withdraw from the Contract to the extent to which it has not yet been performed. In the event that the delivery period is extended, or if the Institute is released from its obligations, the Client shall not be entitled to derive any claim for damages from such delay or release.

The Institute may plead release due to the de-scribed events only if it immediately notifies the Client respectively.

(4) The Institute shall be entitled to partial delivery at any time, unless such partial delivery is not in the Client’s interest.

(5) Fulfilment of the Institute’s obligations to perform the services is subject to the timely and orderly fulfilment of the Client’s obligations.

(6) Should the Client be in default of acceptance, the Institute shall be entitled to claim indemnification for any damages incurred; upon occurrence of default of acceptance, the risk of accidental deterioration or accidental perishing of the goods or services shall pass to the Client.

§ 5 Warranty

(1) The Client shall inspect any work results immediately upon delivery with reference to faults. Failing immediate notification of evident faults, the services shall be deemed to be approved and any warranty claims in that respect shall be excluded.

(2) In the event of any warranty claims the Institute shall be entitled initially to rectify any fault within a reasonable period or to reproduce the work (subsequent per-formance). There shall be no claim for subsequent performance. If the Client’s cooperation is required for such subsequent performance, the period of performance shall count only from the date the Client com-mences its cooperation. Any claim for subsequent performance shall be set forth in writing and include a precise description of the claimed fault. Failing successful completion of the subsequent performance within a reasonable period due to circumstances within the Institute’s control, the Client may request a reduction of compensation (mitigation) or rescission of the contract (conversion).

(3) If the subsequent performance is due to circumstances within the Client’s sphere of responsibility, the Institute is entitled to charge the Client for any work caused by such circumstances at the relevant currently valid prices.

(4) Any warranty claims are subject to a limitation period of one year from the day of delivery of the work results to the Client, provided no claims are asserted due to tort, and provided no longer warranty period is made compulsory by law.

§ 6 Limitation of Liability

(1) There shall be no claims for damages caused by positive violation of contractual duty and by tort against both the Institute and its vicarious agent and/or assistant provided such acts were unintentional and not based on gross negligence. This applies also to damage claims due to non-performance, but only to the extent of any indemnification claimed for indirect or consequential damages due to fault, unless liability is based on a covenant that is meant to protect the Client from the risk of such damages. Any liability is restricted to the damage foreseeable at the time of contract conclusion. This restriction shall not be applicable to the either grossly negligent or wilful causing of any damage event, or to liability for personal injury.

(2) There shall be no liability for commercial decisions which are based on the work results obtained.

(3) Any damage claims against the Institute shall be subject to a limitation period of one year from the beginning of the statutory limitation period.

(4) The exclusion of liability to that extent shall also apply to the personal liability of any employees, representatives, subcontractors and other collaborators of the Institute.

§ 7 Client’s Liability

(1) To the extent that the Client provides any material to the Institute for the performance of the contract, the Client warrants that it holds the necessary user rights and or industrial property rights and/or that the holder of such rights has given its consent to the use of such materials. The Client shall hold the Institute harmless from any claims by third parties to the extent that such claims are based on damages caused by the materials provided or requested by the Client.

(2) The Client shall hold the Institute harmless from any claims by third parties to the extent that such claims are based on damages caused by the materials provided or requested by the Client.

(3) The Client shall indemnify the Institute for any damages incurred by the Institute or third parties through the use of the material provided by the Client.

(4) The Client shall hold the Institute harmless from any claims asserted against the Institute because of the Client’s use of the properly de-rived work results in an intentionally or negligently faulty manner.

§ 8 Payment

(1) If not agreed otherwise, the invoices issued by the Institute shall be payable, net, within two weeks after the date of invoice.

(2) The Institute is entitled to initially set off any payment of the Client against its earlier debts and shall notify the Client of the manner of such off-setting. In the event that costs and interest have already accrued, the Institute shall be entitled to set off any payment first against the costs, then against any interest, and lastly against the actual invoice amount.

(3) If the Client defaults on payment, the Institute shall be entitled to demand from the beginning of the Client’s default, by way of global indemnification, interest at the level of 10 percentage points above the relevant base rate. The Institute reserves the right to claim further damages.

(4) If the Client defaults on payment, or if an application for insolvency proceedings is filed against the Client, the Institute may withhold any further services and issue its account for any services already rendered. Moreover, the Institute shall be entitled to perform any further services only subject to the prepayment of remuneration due for all existing orders.

(5) The Client shall be entitled to any withhold-ing rights only to the extent that the counter-claim is based on the same contract relationship. The Client shall not be permitted to offset its claims unless such claims have been declared as legally valid or acknowledged by the Institute.

§ 9 Exclusivity

The Institute does not grant the Client exclusivity for certain product areas, research objects or research methods.

§ 10 Confidentiality, Data Protection

(1) To the extent not expressly set forth other-wise in writing, the offers, research proposals, designs and research reports delivered by the Institute are confidential. The Client receives such information material exclusively for its own use. If not agreed otherwise, the contents may be published or distributed to third parties either wholly or in part only if so mutually agreed.

(2) Research reports may not be duplicated, printed or stored, processed or distributed on/in any information and documentation systems of any kind without the prior written approval of the Institute. Such regulations are not applicable to the research results as such. Should the Client wish to quote research reports either wholly or in part, he is obligated to identify the quoted passages as such and name the Institute as author of the research report.

(3) The contract parties undertake to treat strictly confidential any information and data which they receive from the contract partner in relation to the execution of an order and not to disclose it to third parties to the extent that such information and data a) are not or have not become generally accessible to the public, b) have not been made known to the recipient by respectively authorised third parties without any obligation to confidentiality, or c) are not proven to have been known to the contract partner already before the date of receipt.

(4) Within the scope of compliance with applicable data protection laws the Institute is entitled to electronically store and process any data which come to its knowledge in the course of executing an order. The Institute is entitled to forward any data to other group companies and to have the data processed there. An anonymous use of partial results by the Institute for marketing purposes is admissible, insofar as no inference to the Client is possible.

(5) The Client warrants to pass on only those data to the Institute whose use does not contravene the justified interest of third parties. The Institute is not bound to verify the legitimacy of the data use. The Client shall hold the Institute harmless from any potential third party claims.

(6) As soon as continuance data are not necessary to establish, to maintain and to modify the contractual relationship, the data will be deleted according to § 35 BDSG.

§ 11 Ownership and Copyright

(1) The Institute shall retain all rights adhering to it under the Copyright Act. The Client shall on principle not be entitled to use or process the research results provided by the Institute for any purposes other than those expressly contractually agreed or in a scope in terms of location, time or object. Any even partial distribution or other use shall be deemed to be unlawful unless such distribution or use has been expressly agreed in writing.

(2) Ownership of the material resulting from the execution of the order – data media of any kind, questionnaires, other written documents, etc. – and resulting data shall rest with the Institute unless agreed otherwise. Any such agreement shall not put the anonymity of interviewees or the test parties at risk.

§ 12 Final Provisions

(1) Any termination, amendment or supplementation of contracts must be done in writing. Any waiver of the written form must be set forth in writing.

(2) The place of performance and exclusive le-gal venue for any disputes arising from or in connection with the performed services shall be Frankfurt am Main.

(3) German law shall be the governing law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) Should one of the provisions of these Gen-eral Terms and Conditions or a provision within the scope of any other agreements be or become invalid, this shall not affect the validity of the remaining provisions or agreements.