General Terms and Conditions

Preamble

The provider renders qualified consulting and professional services in the areas of marketing consulting, B2B lead generation, ABM, LinkedIn strategy, performance marketing, marketing automation. Services are provided on the basis of individual mandates, order confirmations or engagement letters; the following General Terms and Conditions form the contractual framework unless otherwise agreed in a specific case. They reflect the service-specific character — what is owed is the professional execution of the activity, not a particular outcome.

§ 1 Scope and contracting parties

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts for consulting, advisory, coaching, training, conceptual, analytical and other services between Tactical Management Deutschland GmbH (hereinafter "Provider") and the client (hereinafter "Client").

(2) The GTC apply to consumers within the meaning of § 13 of the German Civil Code (BGB) and to entrepreneurs within the meaning of § 14 BGB. Where provisions apply exclusively to one of these groups, this is identified. The primary target group are business clients.

(3) Diverging, conflicting or supplementary terms and conditions of the Client shall not become part of the contract unless the Provider expressly and in writing consents to their applicability. This also applies if the Provider, in knowledge of diverging terms, performs without reservation.

(4) In the event of conflicts between these GTC and an individual engagement letter or order confirmation, the individual agreements prevail.

§ 2 Subject matter — service contract without owed outcome

(1) The subject matter of the contract are the consulting and professional services described in the engagement letter, the order confirmation or any other individual mandate.

(2) The contract constitutes a service contract within the meaning of §§ 611 et seqq. BGB. The Provider owes the professional performance of the agreed activity according to the recognised state of the respective discipline; a specific economic, legal or other outcome is expressly not owed.

(3) The Provider is entitled to freely determine the persons deployed to render the services, provided their professional qualification matches the agreed activity. The Client has no claim to performance by a specific individual unless a named assignment has been expressly agreed.

(4) The Provider does not render legal advice within the meaning of the German Legal Services Act (RDG), tax advice within the meaning of the German Tax Consultancy Act (StBerG) or investment advice within the meaning of the German Securities Trading Act (WpHG), unless expressly otherwise agreed and unless appropriately qualified persons are deployed.

§ 3 Conclusion of contract

(1) The Provider's offers, cost estimates and service descriptions are non-binding unless expressly marked as binding.

(2) The contract is concluded by matching declarations of intent — typically by acceptance of an engagement letter, by express order confirmation or by commencement of the service activity at the request of the Client.

(3) The Provider reserves the right to decline assignments without stating reasons, in particular in cases of conflicts of interest, justified doubts about the Client's identity or solvency, suspicion of money laundering or sanctions violations, and assignments incompatible with the Provider's professional or ethical principles.

(4) The Provider is entitled to conduct identification and due-diligence procedures under the German Money Laundering Act (GwG) as well as a conflict check prior to commencing the activity.

§ 4 Client's duties to cooperate

(1) The Client shall provide the Provider with all information, documents and accesses necessary for the performance of the services in a timely, complete and accurate manner.

(2) The Client shall designate a responsible point of contact with sufficient decision-making authority and ensure their availability to the agreed extent.

(3) Delays, additional efforts or defective results based on a breach of the duties to cooperate shall not be at the Provider's expense. The Provider is entitled to invoice such additional effort separately at the agreed hourly rates — or, in the alternative, at customary market rates.

(4) The Client warrants that the information, data and documents made available are free of third-party rights or that it holds the rights necessary for use within the scope of the mandate.

§ 5 Remuneration and payment

(1) The remuneration agreed in the engagement letter or order confirmation applies. It may be agreed as a fixed fee, a time-based fee at hourly rates, a retainer, or in a combination of these models. All remuneration is in euros, plus statutory VAT and any expenses.

(2) Expenses, travel, accommodation and other project-related costs are invoiced separately; travel time is remunerated at the agreed hourly rates unless otherwise agreed.

(3) The Provider is entitled to demand a reasonable advance payment — typically 30 % of the anticipated total fee. For longer-term mandates, billing is monthly or by agreed milestones.

(4) Invoices are due for payment without deduction within 14 days of receipt. If a business client defaults, default interest at nine percentage points above the base rate (§ 288(2) BGB) and the lump sum under § 288(5) BGB shall be owed. The statutory provisions apply vis-à-vis consumers.

(5) In the event of payment default, the Provider is entitled to suspend further performance until all outstanding claims are settled. Resulting delays are not at the expense of the Provider.

§ 6 Performance, place and subcontractors

(1) Services are performed at the Provider's discretion at its place of business, at the Client's premises, at a place agreed with the Client, or remotely. The Provider is entitled to use suitable electronic communication and collaboration tools.

(2) Dates and deadlines are non-binding guidance values unless expressly agreed as binding. Binding dates require timely fulfilment of all of the Client's duties to cooperate.

(3) The Provider is entitled to deploy employees, freelancers, subcontractors and external experts to render the services. The Provider remains responsible for professional performance; the Client's prior consent to the use of specific subcontractors is not required.

§ 7 Confidentiality

(1) The contracting parties undertake to treat all confidential information of the respective other party obtained in connection with the mandate as confidential, to use it solely for mandate purposes and not to disclose it to third parties without prior written consent. This obligation survives termination of the contractual relationship.

(2) Excluded is information which demonstrably (a) is or becomes publicly known without breach by a party, (b) was lawfully known to the receiving party before commencement of the mandate, (c) was obtained from third parties without confidentiality obligation, or (d) must be disclosed pursuant to statutory, governmental or judicial order.

(3) The Provider is entitled to reference the existence of the business relationship in anonymised form (industry, size class, type of mandate) for reference purposes unless expressly agreed otherwise. Referencing by name takes place only with prior consent of the Client.

(4) Subcontractors and engaged experts are bound to confidentiality by the Provider in the same manner.

§ 8 Exclusion of the right of withdrawal

(1) In service contracts with consumers concluded by means of distance communication or off-premises, the statutory right of withdrawal expires upon complete performance of the service in accordance with § 356(4) BGB, provided that the Provider has commenced performance after (a) the consumer has given express consent thereto, and (b) has simultaneously confirmed knowledge that upon full performance by the Provider the right of withdrawal lapses.

(2) Upon placing the order, the Client expressly requests immediate commencement of performance and confirms having been informed in text form prior to conclusion of the contract of the foregoing consequence — lapse of the right of withdrawal upon full performance. These declarations are obtained separately in the ordering process or in the engagement letter.

(3) Insofar as the right of withdrawal has not already lapsed under paragraph 1, the consumer shall, upon withdrawal after commencement of performance, pay the Provider an amount corresponding to the proportion of services rendered up to withdrawal compared to the total scope of the contractually agreed services (§ 357a(2) BGB).

(4) Entrepreneurs within the meaning of § 14 BGB have no right of withdrawal in any event.

§ 9 Exclusion of cancellation and refund

(1) Voluntary cancellation of the mandate or voluntary refund of remuneration already paid is excluded. Services already rendered must be remunerated in any case.

(2) In the case of agreed fixed fees, the Provider retains the full remuneration insofar as it has rendered the service in full. In the case of partial performance, the Provider is entitled to the proportionate remuneration for the activity rendered, plus reimbursement of expenses; advances already paid will not be refunded to the extent they have been consumed by services rendered.

(3) In the case of short-notice cancellation of agreed appointments — within 48 hours before the agreed appointment — the Client owes a no-show flat fee of 100 percent of the fee agreed for the appointment, or the corresponding time-based fee.

(4) The right to extraordinary termination for good cause (§ 11 of these GTC) remains unaffected.

§ 10 Performance disruptions

(1) Defects of the rendered service shall be notified to the Provider without delay, at the latest within fourteen days of becoming aware, in text form specifying the concrete defect. § 377 of the German Commercial Code (HGB) applies analogously to business clients.

(2) Upon justified and timely notice of defect, the Provider shall remedy the service to the necessary extent free of charge. If subsequent performance fails, the Client may, after expiry of a reasonable grace period, proportionately reduce the remuneration owed; further rights of rescission and claims for damages exist only within the framework of statutory provisions and subject to the liability rule in § 12.

(3) There is no defect liability where complaints are based on incorrect, incomplete or delayed information by the Client, on a breach of duties to cooperate, or on subsequently changed circumstances.

(4) Consumer-specific defect rights remain unaffected to the extent mandatory by law.

§ 11 Term, termination and rights of use

(1) Term and ordinary termination. Mandates are agreed for a fixed duration, on a project basis, or as an ongoing service relationship. Ongoing service relationships may be terminated by either party with one month notice to the end of the calendar month unless otherwise agreed. Project-based mandates end with full performance of the agreed service.

(2) Extraordinary termination. The right to extraordinary termination for good cause (§ 626 BGB by analogy) remains available to both parties. In the event of extraordinary termination attributable to the Client, the Provider retains its claim to the agreed remuneration less expenses saved (§ 615 BGB by analogy).

(3) Work results and rights of use. Upon full payment of the agreed remuneration, the Client receives a simple, non-transferable and non-sublicensable right of use in the work results created within the mandate, limited to the internal purposes of the Client defined in the mandate. All rights going beyond this — in particular reproduction, distribution, making publicly available, processing, and commercial exploitation vis-à-vis third parties — remain with the Provider and require separate written agreement.

(4) Pre-existing know-how, methods, tools, templates, models and other working aids of the Provider remain its exclusive property; the Provider is entitled to use them for other mandates as well. The Provider is further entitled to freely use general insights, methodological and industry experience gained within the mandate, to the extent this is possible without disclosure of the Client's confidential data.

(5) Prior to full payment of the agreed remuneration, the Client has no right of use in the work results. Premature use is prohibited.

§ 12 Liability

(1) The Provider is liable without limitation for intent and gross negligence as well as under the provisions of the German Product Liability Act.

(2) For slight negligence, the Provider is liable only for breach of essential contractual duties (cardinal duties), the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Client may regularly rely. In such cases, liability is limited in amount to the foreseeable damage typical for the contract, but in any event no more than the net fee agreed in the mandate, or in the alternative, the fees paid to the Provider in the last twelve months for the mandate concerned.

(3) Liability for damage resulting from injury to life, body or health remains unaffected.

(4) Any further liability — in particular for lost profits, missed savings, consequential damages, indirect damages, reputational damages or third-party claims — is excluded to the extent permitted by law.

(5) Recommendations, assessments, forecasts, evaluations and strategy proposals by the Provider are based on the information available at the time of performance and on generally recognised professional methods. No guarantee is given for the occurrence of specific results, successes, returns, market developments or procedural outcomes.

§ 13 Special provisions for business clients

(1) Vis-à-vis entrepreneurs, withdrawal and cancellation are fully excluded. Services already rendered are payable in any case.

(2) Set-off and rights of retention are available to the business Client only insofar as counterclaims are undisputed or have been finally adjudicated.

(3) The business Client indemnifies the Provider internally against all third-party claims arising from incorrect, incomplete or delayed information by the Client, from a breach of its duties to cooperate, or from a contract-violating use of the work results.

§ 14 Data protection

Personal data of the Client — including data collected for the fulfilment of identification and due-diligence duties under money-laundering law — are collected and processed exclusively within the framework of statutory provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). To the extent the Provider processes personal data on behalf of the Client in the course of mandate execution, the parties shall enter into a separate data processing agreement pursuant to Art. 28 GDPR. Details are set out in the Provider's privacy notice at https://quarero.marketing/en/privacy.

§ 15 Dispute resolution

(1) The European Commission provides a platform for online dispute resolution (ODR) available at https://ec.europa.eu/consumers/odr.

(2) The Provider is neither willing nor obliged to participate in dispute-resolution proceedings before a consumer arbitration board.

§ 16 Final provisions

(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Vis-à-vis consumers, this choice of law applies only insofar as the protection granted by mandatory provisions of the law of the state in which the consumer has his habitual residence is not withdrawn.

(2) Exclusive place of jurisdiction for all disputes from this contractual relationship with business clients is München. The Provider is also entitled to sue at the general place of jurisdiction of the Client.

(3) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The statutory provision replaces the invalid or unenforceable provision.

(4) Amendments and supplements to these GTC as well as to individual mandate agreements require text form. This also applies to the waiver of the text-form requirement itself.