General Terms and Conditions (GTC) – Consulting Services.

Convenience translation. The contract language is German; in case of discrepancy, the German version shall prevail.

1.  Scope, Contracting Parties, Precedence

1. These GTC apply exclusively to entrepreneurs (§ 14 German Civil Code/BGB), legal entities under public law, or special funds under public law.
2. Contractual basis and order of precedence:
3. (1) Sales Order/Offer (including service description),
   (2) specific terms/framework agreement,
   (3) data processing agreement (if applicable),
   (4) these GTC.
4. Customer’s general terms do not apply. Individual agreements take precedence (§ 305b BGB).

2. Conclusion of Contract, Form

1. Offers by Ascentra Solutions are binding for 30 days unless otherwise stated. The contract is concluded upon acceptance (including electronic acceptance).
2. Amendments and supplements require at least text form (e-mail sufficient). Statutory form requirements remain unaffected.

3. Scope and Type of Services

1. Ascentra Solutions provides consulting services as services. A specific result is owed only if explicitly agreed as a work contract.
2. Execution is determined by Ascentra at its professional discretion; dates are planning targets unless expressly binding.
3. Ascentra may employ suitable staff and subcontractors and is liable for them as for its own vicarious agents.

4. Customer Cooperation

1. The customer shall timely and free of charge provide all relevant information, access, systems, contacts, and decisions.
2. If cooperation is omitted or delayed, deadlines are extended reasonably; additional efforts (e.g. waiting, coordination) are billable at the agreed rates.
3. Services are provided solely for the customer’s purposes; no legal relationship with third parties arises.

5. Remuneration, Travel Expenses, Invoicing

1. Unless otherwise agreed, time and materials apply. Day rates billed per half-day; hourly billing in 15-minute increments.
2. Travel costs are charged in addition to the agreed rate unless expressly agreed otherwise. Travel takes place after prior coordination with the Customer and is invoiced against documentation/receipts. Travel time is charged at 50 % of the agreed rate.
3. Other project-related expenses (e.g. fees, tools) are reimbursed against receipt.
4. Prices plus statutory VAT.
5. Monthly invoicing in arrears; payment due 14 days net after receipt.

6. Default, Set-off, Assignment

1. In case of default, statutory interest applies; Ascentra may charge the €40 fee and suspend performance after notice.
2. Customer may set off only with undisputed or finally adjudicated claims.
3. Ascentra Solutions may assign claims to banks/factors; other rights transferred only with written consent (except intra-group restructuring).

7. IP Rights, Background IP, Open Source

1. Background IP (methods, templates, tools, software, know-how) remains property of Ascentra.
2. Customer receives a non-exclusive, perpetual, worldwide right to use deliverables for its own business, including affiliates (§15 AktG). Disclosure to third parties requires consent unless essential.
3. For Background IP included in deliverables, Ascentra grants a non-transferable, non-sublicensable right to use as necessary.
4. If open-source software is used, the respective licenses apply; Ascentra will inform the customer where required.

8. Confidentiality

1. Both parties shall treat non-public information confidentially.
2. Exceptions: already known, independently developed, public, or lawfully obtained information.
3. Use only for contractual purposes; disclose only to those bound by confidentiality.
4. Obligation continues 5 years after termination; return or delete upon request.

9. Data Protection, Use of AI, Recording

1. Both parties comply with applicable data protection law (incl. GDPR).
2. In the case of processing on behalf, an agreement pursuant to Art. 28 GDPR shall be concluded in advance.
3. Technical and organizational measures are kept state of the art.
4. Ascentra Solutions is entitled to use AI-supported tools and systems to provide the services (in particular for the analysis, structuring, creation, and evaluation of documents and data). The Customer consents to the use of such tools. Processing is carried out in compliance with applicable data protection laws (in particular the GDPR) and the confidentiality obligations under Clause 8. Insofar as personal data is processed on behalf of the Customer, Clauses 9.1 to 9.3 and the data processing agreement (Art. 28 GDPR) apply in addition; AI service providers used are engaged as sub-processors in accordance with the DPA.
5. To simplify project documentation, Ascentra Solutions may record project conversations (meetings, telephone and video conferences) and transcribe, summarize, and evaluate them, including with AI support. The Customer consents to the principle of such recordings and undertakes to inform the persons participating on its side (employees, third parties) thereof and to ensure their required consent. Before a recording begins, Ascentra Solutions will notify participants of the recording and give them the opportunity to object; if a participant objects, the recording shall not take place to that extent. There is no obligation to record. Clause 8 and Clauses 9.1 to 9.3 apply accordingly to the processing.

10. Liability

1. Ascentra Solutions shall be fully liable in cases of intent, gross negligence by its legal representatives or executive employees, injury to life, body or health, fraudulent behaviour, or under mandatory statutory provisions, in particular the Product Liability Act.
2. In cases of slight negligence, Ascentra Solutions shall only be liable for a breach of essential contractual obligations (cardinal duties). In such cases, liability is limited to the typical, foreseeable loss and capped at the coverage limit of Ascentra Solutions GmbH’s professional liability insurance in effect at the time of the damage event.
3. For gross negligence by ordinary vicarious agents (non-executive employees), the limitation under Clause 10.2 applies accordingly.
4. For loss or recovery of data, Ascentra Solutions is liable only for the cost that would have been required to restore data with proper, risk-appropriate backups maintained by the customer.
5. If a claim is not covered by the company’s insurance – for example due to intentional misconduct or a non-insurable contractual assumption – Ascentra Solutions shall be liable only to the extent mandatorily required by law.
6. Further liability, in particular for loss of profit, production downtime, loss of use or indirect/consequential damages, is excluded to the extent permitted by law.

11.  Force Majeure

1. Neither party liable for events beyond control (e.g., natural disasters, epidemics, war, strikes, power/network failures).
2. Affected party must notify promptly and mitigate damage; deadlines extend by disturbance + reasonable recovery time.
3. If disturbance > 60 days, either party may terminate in text form.

12.  Term, Termination

1. Contract begins with acceptance of Sales Order and ends upon completion or agreed end date.
2. Ordinary termination is excluded if a fixed term is agreed; otherwise 14-day notice to month-end.
3. Extraordinary termination for cause remains unaffected; 10 business-day cure period must be granted if reasonable.
4. Terminations require text form.

13.  Final Provisions

1. Governing law: German law; CISG excluded; conflict-of-law provisions excluded.
2. Place of performance and exclusive jurisdiction: Wolfsburg.
3. Contract language is German; in case of discrepancy, the German version shall prevail.
4. If a provision is invalid, the remainder remains effective; a valid substitute shall approximate the economic intent.

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