General Terms and Conditions

LEVR GmbH Berliner Allee 12 30175 Hanover

Status: 12.04.2023

1 Scope of application

1.1 LEVR GmbH (hereinafter referred to as "the Company") provides consulting, planning, organizational, training and other services and offers user support for the commissioning and integration of the HubSpot software (hereinafter referred to as "Services") to companies and legal entities under public law (hereinafter referred to as "Clients") exclusively on the basis of these General Terms and Conditions. This shall also apply to future business relationships between the parties.

1.2 The Client shall be responsible for the management and success of the Services. In particular, success in consulting, planning, organization, training or user support as well as error correction is not owed.

1.3 Deviations from these GTC can only be made by express, individual contractual agreements in text form between the Company and the Client. Deviating or conflicting terms and conditions shall not be recognized by the Company unless the Company has expressly agreed to them in text form.

2. notification of entrepreneurial status

The Company points out that the Company's services are aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). As a result, the Company is entitled to demand corresponding proof of the Client's entrepreneurial status from the Client upon conclusion of the contract. The data required for the proof must be provided completely and truthfully by the client.

3 Conclusion of the contract

3.1 The presentation of the services on the Company's website does not constitute a legally binding offer. If the Client is interested in the Company's services, the Company can be contacted via the "Contact" button by entering the Client's first name and surname, e-mail address and a description of the content of the required service. The message via the "Contact" button does not constitute a binding offer by the client. The company will then arrange a non-binding initial meeting with the potential client. Following the initial meeting, the company will review the potential client's request and submit a binding offer to the potential client if the request can be met. A contract between the Client and the Company is concluded when the Client accepts this offer by means of a separate declaration verbally or in text form or through conclusive behavior (e.g. participation in a kick-off meeting).

3.2 The inquiries and confirmations of receipt submitted as part of the contract initiation process shall be deemed to have been received if the party for whom they are intended can retrieve them under normal circumstances.

3.3 A contract shall be concluded exclusively in German.

3.4 The Company shall make the contractual provisions together with the GTC available to the Client on its homepage together with the binding offer after the initial meeting. The GTC shall not be sent again after conclusion of the contract.

4 Services of the Company

4.1 The Company shall provide the services conclusively defined in terms of content and scope in the respective offer of the Company and/or the contract with the Client (hereinafter referred to as "contractual documents").

4.2 The Company shall only provide services in connection with application issues relating to the HubSpot software. This does not include the correction of errors in the software.

4.3 The Company's services do not include - services outside agreed times of support readiness; - services for the use of the HubSpot software if it is not used by the Customer under the specified conditions of use; - services for the use of the HubSpot software if it has been modified without authorization by programming work carried out by the Customer or a third party commissioned by the Customer; and - services for hardware, computer programs or parts thereof that are not related to the use of the HubSpot software.

4.4 Changes, additions or extensions to the agreed services require an express agreement between the contracting parties, which must be documented in text form.

4.5 The Company shall provide its services in accordance with the state of the art applicable at the time the contract is concluded, unless the parties agree otherwise.

4.6 In principle, the Company shall be free to choose the location of the individual services, unless the services can only be provided at a specific location or the contracting parties have expressly agreed otherwise.

5 Employees of the Company

5.1 Within the framework of the provision of services, the Company shall deploy sufficiently qualified employees of its own choice and reserves the right to provide the services owed in whole or in part through third parties, unless this is unreasonable for the Client or the Company's duties are of a highly personal nature.

5.2 Employees of the Company who are deployed by the Company to provide services, including on the Client's premises, are not subject to the Client's authority to issue instructions. The parties shall take appropriate measures to prevent the hiring out of employees.

6 Services of the client and cooperation between the contracting parties

6.1 Responsibility for the success of services under this contract shall remain with the Client.

6.2 The Client shall ensure that the Company is provided with all information necessary for the fulfillment of the order, and that the Company is made aware of all processes and circumstances that may be relevant to the fulfillment of the order.

6.3 In addition, the Client shall create, free of charge, all conditions within its sphere of operations that are necessary for the proper execution of the order. This includes, among other things, access on site at the Client's premises or via remote access to necessary work materials, workstations, access to the premises and access to the Client's employees during normal business hours as well as access to the Client's IT systems, unless these services have been contractually assigned to the Company's scope of duties.

6.4 The Client shall be responsible for regularly backing up its data stock with the diligence of a prudent businessman. In addition, the Client must provide the Company with the right to use third-party systems, insofar as this is necessary to provide the services owed under this contract.

6.5 The services to be rendered by the Client constitute genuine obligations and not mere duties. Should inadequate, untimely or incomplete performance by the Client result in additional expenses or damages on the part of the Company, the Client shall reimburse and/or compensate the Company for these in accordance with Clause 9, without prejudice to further rights. In addition, the Company shall be released from providing the affected service.

6.6 The contracting parties shall each appoint a contact person in writing who shall provide binding information and is authorized to make or initiate decisions on behalf of the respective contracting party. The parties are entitled to replace the contact person at any time by means of a declaration in text form to the other party. Information and decisions by the Client's contact person shall be made in writing at the request of the Company.

6.7 The contact persons shall coordinate the implementation of the project. In particular, they shall coordinate the further procedure, the planned work results and the further services of the Client.

7 Dates and deadlines

7.1 The Company shall provide its services on working days from 09:00 to 18:00, unless the parties have agreed otherwise. Working days are the days from Monday to Friday, excluding national holidays. The times of the time zones at the registered office of the company shall apply to the time periods.

7.2 Dates and deadlines for services of the Company (hereinafter referred to as "service times") shall be determined by mutual agreement between the contracting parties and recorded in writing. Only then shall they be binding.

7.3 In the event of force majeure or other obstacles to performance for which the Company is not responsible, the performance times shall be postponed accordingly plus a reasonable restart period.

8 Rights of use and ownership

Upon full payment of the remuneration in accordance with Section 9, the Client shall receive a simple right of use, unlimited in time and space, to the work results developed by the Company, insofar as these are independent and protectable works of the Company; the work results may be used for the Client's own internal purposes. This also includes use by third parties for the Client.

9 Remuneration, terms of payment and adjustment of remuneration

9.1 The Client shall generally pay for the Company's services on a time basis in accordance with the fee rates set out in the contract documents (fee basis).

9.2 The fee rates shown are net amounts. Any customs duties, taxes and other charges incurred shall be paid additionally by the Client in accordance with the statutory provisions.

9.3 The Company shall document the services provided to the Client and invoice them monthly in accordance with this documentation based on time units of 15 minutes each. At the request of the Client, the Company's documentation shall be presented to the Client.

9.4 The Company shall be entitled to increase the fee rates for the agreed services appropriately if the costs required for the provision of the services have increased overall after conclusion of the contract. The increase shall be quantified taking into account any cost savings that may have occurred. The Company shall notify the Client of the increase three (3) months before it comes into effect. The Company shall also draw the Client's attention to the special right of termination within six (6) weeks of the increase taking effect, the notice period and the consequences of failure to terminate the contract in due time. If the client does not exercise the right notified to him, the contract shall be continued under the new conditions.

9.5 Unless otherwise agreed, invoices shall be issued at the end of each month. The invoice is payable 14 days after invoicing without deductions. The date on which the client issues the transfer order shall be decisive for compliance with the payment deadline.

9.6 If the parties agree a fixed price in connection with an independent service package, 30% of the agreed remuneration shall be due upon conclusion of the contract, unless otherwise agreed. Otherwise, invoicing shall take place on a monthly basis. Points 8.2, 8.3 and 8.5 shall apply accordingly. Services over and above the agreed independent service package shall be remunerated to the Company on a fee basis as described above.

10 Contract term and termination

10.1 The contract concluded between the parties has a minimum term of 12 months. Thereafter, the contract shall be extended by a further 12 months in each case if it is not terminated by one of the parties subject to a notice period of 3 months to the end of the respective contract term.

10.2 If the parties have agreed an independent package of services at a fixed price without having concluded a contract for an indefinite period, the contract shall end, whichever occurs first, when

a) the agreed services have been provided in full or

b) the contract has been terminated by one of the parties with four weeks' notice to the end of a calendar month.

10.3 In the event that the Client terminates the contract with the Company in accordance with 10.2 b), the Company shall be entitled to remuneration for the services already provided.

10.4 The right to termination without notice for good cause remains unaffected.

10.5 In the event of termination without notice for good cause, the Company shall be entitled to the outstanding remuneration for the services not yet provided until the next possible ordinary termination date, insofar as the termination was caused by conduct of the Client in breach of contract. Any further claims for damages on the part of the Company shall remain unaffected by this.

10.6 Terminations must be made in writing.

11 Third-party property rights

11.1 If the contractual use of the work results created by the Company under this contract infringes the industrial property rights of third parties, the Company shall indemnify the Client against legally established third-party claims based on existing third-party industrial property rights, unless and insofar as the work results are based on specifications or provisions made by the Client.

11.2 The Client shall

a) inform the Company immediately in writing of any claims asserted in connection with third-party property rights;

b) allow the Company to decide on the defense against the claims and

c) provide the Company with all available and necessary information and support for the defense against such a claim.

11.3 The obligations to indemnify by the Company shall not apply if the Client does not act in agreement with the Company in the defense against such third-party claims and the mitigation of possible damages.

12 Liability, guarantees

12.1 The Company, its legal representatives and/or vicarious agents shall be liable in all cases of intent and gross negligence only in accordance with the statutory provisions.

12.2 In the case of simple negligence in the event of a breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), the Company's liability shall be limited to the amount of damage that is foreseeable and typical for the type of transaction in question. In all other cases, the Company's liability is excluded, subject to the provision in clause 12.3.

12.3 The Company's liability for damages resulting from injury to life, body or health and under the Product Liability Act shall remain unaffected by the above limitations of liability.

12.4 Illustrations, descriptions, documentation, technical white papers or other illustrations are explanations of the nature of the service, but do not constitute a guarantee. Guarantees are made exclusively, expressly and in writing by the management of the company.

13 Confidentiality, data protection and loyalty

13.1 The parties shall treat all trade and business secrets, including the content of their contract, as well as other information of the other party marked as confidential (hereinafter "confidential information") as confidential. This includes in particular trade secrets and customer information of the Client. The receiving party ("Recipient") shall treat the Confidential Information with the same care as it treats its own confidential information of the same confidentiality level, but at least with the care of a prudent businessman.

13.2 Any use of the Confidential Information shall be limited to use in connection with the underlying contract between the parties. Confidential Information may not be disclosed to third parties or employees of the receiving party who are not involved in the performance of the contract without the prior consent of the disclosing party. Consent must be given in writing.

13.3 To the extent required by law, the recipient is entitled to disclose and pass on confidential information. The recipient shall inform the disclosing party prior to the disclosure of confidential information to the extent permitted by law.

13.4 The parties shall obligate their employees or third parties to whom they disclose confidential information accordingly in writing and shall provide evidence of this to the disclosing party upon request. This shall be subject to the proviso that the obligation to maintain confidentiality shall continue beyond the end of the respective contractual relationship, unless a corresponding general obligation to maintain confidentiality already exists.

13.5 The obligation of confidentiality does not include information that

a) is already generally known when the parties conclude the contract or subsequently becomes generally known without this being based on a breach of the confidentiality obligations existing between the parties,

b) which the recipients have developed independently of the joint cooperation, or

c) the recipient has received from third parties or independently of the contractual cooperation by the disclosing party without a confidentiality obligation. The party invoking this exception must provide proof that the conditions set out in this paragraph are met.

13.6 After termination of the contract, the parties shall surrender or delete any confidential information in their possession to the other party at the latter's request. This does not apply to confidential information for which there is a longer statutory retention obligation, information to which one party has acquired a right of use, or data backups as part of normal backup processes.

13.7 The parties are obliged to maintain confidentiality during the entire contractual cooperation and for a period of 24 months after its termination.

13.8 The Company shall be entitled to use experience knowledge, such as ideas, concepts, methods and know-how, which is developed or disclosed in the course of the performance of the contract and which is stored in the memory of the employees deployed by the Company for contractual purposes. This shall not apply if this infringes the Client's industrial property rights or copyrights. The obligation to maintain confidentiality shall remain unaffected by this.

13.9 The parties shall comply with the statutory data protection regulations applicable to them. If and insofar as the Company processes personal data of the Client on behalf of the Client in the context of the provision of services, the parties shall conclude a standard market agreement on the processing of data on behalf of the Client in accordance with Art. 28 GDPR before the start of processing.

13.10 The contracting parties undertake to be mutually loyal. In particular, they shall refrain from poaching each other's employees or freelancers or employing them without each other's consent for the duration of the mutual contractual relationship and for a period of 12 months after termination of the contractual relationship. Consent must be given if the employment relationship has been terminated by the party providing the work at the time the contract was concluded or by the employee without any action on the part of the other party.

14 Contractual penalty

For each case of an attributable breach of the provisions of this agreement, the Company may demand payment of an appropriate contractual penalty from the Client, which the Company may determine at its reasonable discretion and which shall be reviewed by the competent court in the event of a dispute. Any further claims for damages shall remain unaffected. Any contractual penalty paid shall be offset against any claims for damages.

15. reference release

15.1 The Company shall be entitled to name the Client as a reference customer with the Client's prior consent. The Client may revoke its consent at any time. In this case, the Company shall remain entitled to use advertising material already produced.

15.2 The reference may also be made online (company website, https://www.levr.de/) including the presentation of the Client's company logo. For this purpose, the Client shall grant the Company a simple, non-transferable right of use, unlimited in time and space, with regard to the name and trademark rights required for this purpose.

16 Applicable law and place of jurisdiction

16.1 This contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980.

16.2 The exclusive place of jurisdiction arising from or in connection with the contract concluded between the parties is Hanover.

17 Final provisions

17.1 The Client may only offset claims of the Company against undisputed or legally established claims and may only assert rights of retention from such claims. This also applies to the right of retention in accordance with § 369 HGB (German Commercial Code), defenses based on defects and other rights to refuse performance. The assertion of rights to refuse performance by the client presupposes that the mutual claims are based on the same contractual relationship.

17.2 Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the contracting parties by mutual agreement by a legally valid provision which comes closest to the economic sense and purpose of the invalid provision. The above provision shall apply accordingly in the event of loopholes.