General Terms and Conditions BTO Management Consulting AG

§ 1 General Provisions, Scope of Application

(1) The respective measures and cost estimates agreed upon between BTO Management Consulting AG („BTO“) and the Client constitute the basis of the agreement.

(2) These general terms and conditions („GTC“) apply for all agreements existing between BTO and the Client. Adverse regulations or deviating provisions only apply if they have been expressly approved or a differing agreement has been stipulated.

(3) Amendments to the GTC become part of the agreement during the ongoing contractual relationship as soon as BTO has pointed out the amendments and they are not expressly objected to by the Client.

§ 2 Services/Obligations of BTO

(1) BTO renders consultancy services. Due to the nature of these services, BTO is responsible for their provision, not, however, for a certain outcome of the agreed upon measures.

(2) In the event of force majeure which impedes or makes the provision of BTO’s services impossible, BTO is entitled to postpone the performance of its duties for the duration of the impediment. Force majeure refers to incidents which cannot be foreseen and for which BTO is not responsible, such as bad weather conditions, public strike and the like. BTO shall immediately inform the Client if such circumstances occur.

(3) BTO will maintain the highest possible level of discretion regarding project-related or business-related information provided by the Client, including the period in time after termination of the contractual relationship.

§ 3 External Services

Under the terms of this agreement BTO may call in third parties, in particular to commission them with the performance of external services. Regarding this, an agreement shall be reached at the beginning of the project. Upon demand the Client is obliged to exempt BTO from all third party claims in terms of external obligations.

§ 4 Duties and Responsibilities of the Client

(1) The Client is to perform all acts of cooperation necessary for the implementation of the agreement and to assist BTO within the scope of the project, in particular to provide data and documents as well as to scrutinize the concepts, publications, text manuscripts and other measures submitted and to approve them in due time.

(2) With reference to a particular urgency, BTO may set a time limit within which the approval has to be granted.

(3) In the event that and insofar as the Client does not perform its acts of cooperation, BTO is not obliged to carry out its services.

§ 5 Minutes

The content of the minutes of a meeting is deemed to be approved by both parties and to be a binding service description if the Client or BTO do not object to it in writing within a week or a particularly agreed upon time limit from receipt of the minutes.

§ 6 Remuneration and Reimbursement of Expenses

(1) The remuneration is specified in the agreement. The sums referred to are generally figures based on experience and standard values. The service is invoiced specifying the amount of time spent based on the current hourly or daily rates, unless a lump sum has been agreed upon. All remuneration is subject to the respective current VAT.

(2) In the event that the actual expenditure deviates from the calculation in the agreement by more than 10 %, BTO will provide the Client with a post calculation for its approval.

(3) Other expenses which accrue within the projects will be reimbursed by the Client upon submission of proof. This particularly applies to travel expenses which may be invoiced in the usual manner. Train journeys may be effected first class by the staff of BTO.

§ 7 Changes in Scope of Services

(1) A new agreement shall be reached in the event of changes in the scope of services.

(2) The Client may unilaterally refuse the implementation of measures which already have been agreed. In such case BTO shall be notified by way of written declaration. However, the Client is then obliged to compensate BTO for losses incurred where applicable.

§ 8 Terms of Payment/ Set-off/ Right of Retention

(1) Invoices submitted by BTO are to be paid without deduction within 14 days.

(2) A set-off or the assertion of a right of retention is only permitted in the case of claims which are undisputed, acknowledged or established by court.

§ 9 Assignment of Rights

(1) In general BTO does not assign any intellectual property rights to the Client.

(2) It may be agreed in a separate agreement that BTO – subject to the condition precedent of full payment plus expenses and other costs – is to assign all transferable copyright and other powers to publish, copy and utilize the services rendered based on the agreement to the Client.

(3) Such rights regarding concept and project works which constitute company-specific expertise for BTO may be excluded.

(4) A separate remuneration may be agreed for the obligation to assign.

§ 10 Liability

(1) BTO is not liable for the accuracy of data provided by the Client; as a basic principle, the verification of data provided by the Client is not part of the scope of services. BTO is not liable for possible losses resulting from proposed measures on the Client’s or a third party’s part, even if the Client has not approved these measures at all or not on time.

(2) BTO is merely liable for wilful misconduct or gross negligence, unless primary obligations of the agreement or damage to life, limb or health are concerned. If BTO is liable for a negligent violation of primary obligations of the agreement, the liability is limited to the typically resulting damage.

(3) BTO is obliged to call attention to general possible legal risks provided they become known to BTO during the preparation of projects and measures. However, there is no obligation to render legal advice.

(4) BTO is neither liable for the existence of the rights assigned nor for the fact that all services rendered within the agreement are not encumbered with copyrights, ancillary copyrights or other third party rights which exclude their planned use.

(5) BTO is not liable for the patent, copyright and trademark-related protectability or registrability of the suggestions, proposals, concepts, drafts etc. provided within the scope of the agreement. The same applies to the legal permissibility of the proposed measures.

(6) If BTO provides the Client with interim reports, the Client has to review them within one month from receipt and indicate possible shortcomings in the implementation of the services. After one month has elapsed, the services, for which the interim report accounts, are deemed approved and satisfactory.

(7) The proposals, recommendations and statements presented by BTO do not substitute the Client’s corporate decision which lies solely in the Client’s sphere of responsibility.

§ 11 Statute of Limitations

The Client’s contractual claims are statute-barred within one year from accrual of the claim.

§ 12 Miscellaneous

(1) Changes, amendments or other supplementary agreements are to be made in writing.

(2) German law applies.

(3) Exclusive place of venue for all claims arising from an in connection with this agreement is Berlin.

§ 13 Severability Clause

In the event that any of the aforementioned provisions – irrespective of the legal grounds – are or become invalid, such invalidity shall not affect the validity of the remaining provisions. The Client is obliged to assent to the replacement of the possibly invalid provision by a provision which comes close to the intended provision as regards content.