BE Conflict Management Inc.

General Terms and Conditions

1. General Principles

1.1 All legal transactions between the Principal and the Agent shall be subject to these General Terms and Conditions exclusively. The Terms and Conditions in effect at the time of the contract conclusion apply.

1.2 This General Terms and Conditions also apply for all future contractual relationships even if these General Terms and Conditions are not expressly referred to in collateral contracts.

1.3 Any conflicting General Terms and Conditions on the part of the Principal shall be invalid unless they have been explicitly accepted in writing by the Agent.

1.4 Should some individual provisions of these General Terms and Conditions be and/or become invalid, the validity of the remaining stipulations and the contracts, which were closed under them, shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the content and the economical purpose of the invalid condition.

2. Scope of the Consultancy Order / Representation

2.1 The scope of a specific Consultancy Order shall be established in a Contractual Agreement in each individual case.

2.2 The Agent shall be entitled to subcontract the services for which the Agent is responsible to third parties. Payment of said third parties shall be effected exclusively by the agent. No contractual relationship of any kind shall exist between the Principal and said third party.

2.3 The Principal undertakes, during and for a period of three years after the termination of the contractual relationship, to enter into any business relationship of any kind with persons or companies which are used by the Agent for the fulfilment of its contractual obligations. In particular, the Principal shall not employ said persons or organisations to render consulting services the same or similar to those offered by the Agent.

2.4 Legal consulting, tax consulting and accounting consulting shall be performed by relevant experts.

3. Disclosure Obligation of the Principal / Letter of Representation

3.1 The Principal shall ensure that during the performance of the consulting assignment, organisational conditions in the Principal’s place of business allow the consulting process to proceed in a timely and undisturbed manner.

3.2 The Principal shall also inform the Agent in detail about previously conducted and/or currently active consulting projects, including those in other areas of competency.

3.3 The Principal shall, in a timely manner and without special request on the part of the Agent, provide the Agent with all documents necessary to fulfil and perform the consulting assignment and shall inform the Agent of all activities and conditions pertinent to the performance of the consulting assignment. This also applies to all documents, events and circumstances that first emerge during the consultancy period.

3.4 The Principal is to provide that both his/her staff and the legally prescribed and, if applicable, installed employees’ representative (works council) are informed in advance of the consulting activities.

4. Securing of independence

4.1 The contracting parties shall be committed to mutual loyalty.

4.2 The contracting parties shall be obligated to take all necessary measures to ensure that the independence of all persons working for the Agent and/or of any third parties employed by the Agent is not endangered. This is valid especially for offers made by the Customer for appointments or acceptance of orders on his own account.

5. Reporting / Reporting Obligation

5.1 The Agent agrees to provide reports about the progress of his work, that of his employees and that of any associated professionals.

5.2 The Principal will receive the final report within an appropriate
period of time, this means two to four weeks, in accordance with the form of consultancy agreement, after completion of the order.

5.3 The Agent is not bound by any instructions in the production of the agreed contractual service and acts according to its own best judgement and under its own responsibility. The Agent is not tied to a specific place and time of work.

6. Protection of Intellectual Property

6.1 All copyrights in the works created by the Agent, his/her staff and instructed third parties (in particular offers, reports, analyses, expert reports, organisational plans, specifications, drafts, calculations, drawings, data carriers, etc.) shall remain with the Agent. During the Contract period and after termination thereof, the Principal may use these materials exclusively for the purposes described under the contract. The Principal is to that extent not authorised to reproduce and/or disseminate the work (the works) without the explicit agreement of the Agent. Under no circumstances does any liability towards third parties arise for the Agent as a result of any unauthorised reproduction/dissemination of the works, in particular with reference to the correctness of the works.

6.2 Violation of these provisions by the Principal entitles the Agent to immediate premature termination of the contractual relationship and the assertion of other statutory claims, in particular on the basis of omission and/or compensation for damages. An infringement of this provision entitles the Agent to demand contractual compensation amounting of at least five times of the contract value
7. Warranty

7.1 The Agent shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in the Agent’s work which have become known subsequently. The Agent will inform the Principal thereof immediately.

7.2 This right of the Principal expires six months after completion of the respective
service.

8. Liability / Compensation

8.1 The Agent is liable for damages to the Principal – except for personal injury – in cases where it is grossly at fault (malicious intent or gross negligence). Correspondingly, this also applies to damages resulting from third parties employed by the Agent.

8.2 In case of a contract termination, the Agent is entitled to request a termination agreement from the Principal. If the Principal refuses this, the claim for a return of payed fees shall be waived. The Principal is liable for infringement of the provisions on discretion and disclosure of documents.

8.3 Any claim for damages on the part of the Principal may only be enforced by law within six weeks after those entitled to assert a claim have gained knowledge of the damage and the liable party, but not later than three years after the incident upon which the claim is based.

8.4 The Principal is only entitled to set off his own claims against claims asserted by the Agent, if the counterclaim of the Principle is undisputed or in the case of an absolute title; the Agent shall only be entitled to assert a right of retention if it is based on claims under the contract.

8.5 The Principal must in each case provide proof that the loss is attributable to fault on the part of the Agent.

8.6 If the Agent performs the required services with the help of third parties, any warranty claims and claims for damages which arise against the third party shall be passed on to the Principal. In this case, the Principal shall primarily refer to the third party.

9. Confidentiality/ Data Protection

9.1 The Agent gives an assurance of unconditional secrecy concerning all business matters that come to its knowledge, in particular business and operational secrets and any information of any kind which it receives concerning the nature, operational extent and practical activity of the Principal.

9.2 In addition, the Agent undertakes to maintain secrecy vis-à-vis third parties concerning the entire content of the works and all information and particulars it has received in connection with the creation of the works, and in particular also concerning data of customers of the Principal.

9.3 The Principal gives an assurance of unconditional secrecy towards third parties concerning information received about parties opposing and their vicarious agents. This includes results and developments over the contractual period and for a further three years. In the case of infringements, the Principal has no longer claim to any already submitted payments of service fees/flat service charges/fees concerning in this matter. The Agent reserves the right of further claims for damages.

9.4 The Agent shall not be obligated to maintain confidentiality towards any person working for the Agent or representatives of the Agent.

9.5 The obligation to maintain confidentiality shall persist indefinitely even after termination of this contract – with the exception of any duty to give evidence.

9.6 The Agent shall be entitled to use any personal data entrusted to the Agent for the purposes of the services performed. The Agent shall guarantee the Principal that all necessary measures will be taken, especially those regarding data protection laws, e.g. that declarations of consent are obtained from the persons involved.

10. Remuneration

10.1 After completion of the services agreed upon, the Agent shall receive remuneration agreed upon in advance between the Agent and the Principal. The Agent shall be entitled to render intermediate accounts and to demand payment on account as required by the progress of the work. Remuneration shall be due and payable immediately after rendering accounts by the Agent. If a flat charge is raised for a certain timeframe of realisation the Agent shall provide a service within his professional activities during this certain period of time which is to be understood as realisation. If the Agent is inactive or neglects the realisation the agent is obligated to refund the flat charge.

10.2 The Agent shall render accounts which entitle to deduct input tax and contain all elements required by law.

10.3 Any cash expenditures, expenses, travel expenses, etc. shall be reimbursed to the Agent by the Principal, upon submission of the appropriate receipts.

10.4 The Principal can withdraw from the contract without giving reasons and free of charge within seven days after conclusion of the contract. If the Principal does not withdraw from the contract within this term or if the Principal is in default with the payment of the service charge/flat charge the Agent is entitled to terminate the contract or agreement. As a compensation payment a lump sum of EUR 350,- will be charged.

10.5 In the event that the work agreed upon is not completed due to reasons on the part of the Principal, or due to a premature termination of contract by the Agent for cause, the Agent shall be entitled to claim payment in full of the remuneration agreed upon in advance, less expenses not incurred. In the event that an hourly fee had been agreed upon, the Principal shall pay for the number of hours expected to be required for the entire contracted assignment, less expenses not incurred. Expenses not incurred shall be calculated as a lump sum consisting of 30% of the fee required for those services that the Agent did not perform by the date of termination of the agreement.

10.6 In the event that intermediate invoices are not paid, the Agent (a2Z Consulting) shall be released from the Agent’s commitment to provide further services. This shall not apply to any further claims resulting from default of payment.

11. Electronic Invoicing

11.1 The Agent shall be entitled to transmit invoices electronically. The Principal agrees explicitly to accept invoices transmitted electronically by the Agent

12. Duration of the Contract

12.1 This contract terminates with the completion of the project.

12.2 This contract may be terminated for good cause by either party at any time without notice. Grounds for premature termination include the following:

– one party breaches major provisions of the contract or

– one party is in delay with the payments after the beginning of insolvency proceedings.

– legitimate concerns exist regarding the Principal’s credit standing, even though insolvency proceedings have not been opened, the Principal fails to make an advance payment or to furnish suitable security at the Agent’s request and the Agent did not know about the Principal’s bad financial situation when the contract was concluded.

13. Final Provision

13.1 The contracting parties declare that all information contained herein is accurate and made in good conscience. They shall be mutually obligated to immediately inform the other party of any changes.

13.2 Modifications of this contract or these General Terms and Conditions shall be made in writing. There are no verbal side agreements.

13.3 Place of jurisdiction is agreed to be the domicile of the Head Office of BE Conflict Management Inc.