Terms and conditions.

This English version is a convenience translation. Only the German version is legally binding.

General Terms and Conditions (GTC) of Haavest GmbH

For ease of reading, the German original of these General Terms and Conditions predominantly uses the masculine form. All references are intended to include all people, regardless of gender.

1. General provisions and scope

These General Terms and Conditions apply to all contracts for the provision of digital services, whether as services or as work performance (Dienst- und Werkleistungen; hereinafter "Services"), concluded between Haavest GmbH, Grafenberger Allee 125, 40237 Düsseldorf, Germany (hereinafter "Haavest"), represented by its Managing Directors Piero Alessio and Achim Kümpel, and customers who are entrepreneurs (Unternehmer), in particular contracts concluded by means of distance communication. Supplementary agreements and/or side agreements are valid only if Haavest expressly agrees to them.

Pursuant to Section 14 of the German Civil Code (BGB), an entrepreneur is a natural or legal person or a partnership with legal capacity that, when entering into a legal transaction, acts in the exercise of its trade, business or profession. A partnership with legal capacity is a partnership that has the capacity to acquire rights and incur liabilities.

2. Offer and conclusion of contract by means of distance communication

2.1. Haavest sends the customer an individual offer by email that describes the Services to be provided in detail.

2.2. If the customer agrees with the specific content of the offer, it may accept the offer by email. The acceptance must refer unambiguously to the specific offer and clearly express the intention to conclude a contract.

2.3. Alternatively, the customer may accept the offer via a portal by clicking the link contained in the offer PDF. The offer is shown again in the portal and can be approved by clicking a further button.

In each case, the contract is concluded when Haavest receives the acceptance of the offer.

3. Conclusion of contract offline

Where the contract is not concluded by means of distance communication, it is concluded when the customer signs Haavest's offer with binding effect.

4. Prices

4.1. The prices stated in Haavest's respective offer apply.

4.2. Haavest's prices are net prices; all invoice items are stated as net amounts excluding VAT. The amounts of the individual items add up to the total net amount. The VAT amount and the total gross invoice amount are then calculated and stated.

5. Terms of payment

5.1. Haavest offers payment on invoice as the method of payment.

5.2. The invoice amount is due for payment within 14 days of invoicing. For ongoing projects, Haavest invoices the total of the services performed in a month no later than the third working day of the following month. The parties reserve the right to agree on individual interim invoices.

5.3. The prices stated in the respective offer apply.

5.4. If the customer defaults on payment, the statutory provisions on default apply. The interest rate for businesses is 9 percentage points per annum above the base interest rate.

5.5. As an entrepreneur, the customer has no rights of retention if the counterclaims it asserts are disputed by Haavest and have neither been finally established by a court nor are ready for a decision, unless the counterclaims arise from the same contractual relationship.

5.6. The invoice is issued to the billing address provided by the customer. It is the customer's responsibility to check all details stated in the offer for accuracy and completeness before accepting the offer. The customer is entitled to a subsequent correction of the invoice only if the invoice details do not match the details in the offer sent to the customer. No other subsequent change of the invoice addressee, for example from a business customer to a private individual, will be made.

6. Procedure, rights and obligations, acceptance of work

6.1. The content of each order is set out in the relevant description in Haavest's offers.

6.2. The content and presentations on the website https://haavest.de serve solely to advertise and present the Services offered by Haavest and do not form part of the contract concluded between Haavest and the customer.

6.3. Haavest provides all Services in personal collaboration with the customer and in accordance with the agreed specifications and requirements, either on site or remotely, depending on the requirements of the contractual relationship. The specific procedures are, where possible, set out in the offer or, where applicable, additionally agreed between the parties during the contractual relationship.

6.4. Haavest is not obliged to assign a specific consultant/developer to carry out the contractually agreed project. Haavest is entitled at any time, including while the Services are being provided, to replace the assigned consultant/developer with another equally qualified person, provided that this does not significantly delay the performance and delivery of the contractually owed Services.

6.5. Video and audio recording of meetings held in the performance of the contract is permitted only with Haavest's written consent.

6.6. If Haavest and the customer agree on additional training for the customer's employees during the project term, beyond the actual scope of the contract, only the customer's internal employees may take part. Training is delivered only to the company's internal employees. The customer's external staff are excluded.

6.7. The customer is obliged to support Haavest in performing the contractual obligations, in particular by keeping available all information and documents required for performance.

6.8. Where the contractual service is a work (Werkleistung), Haavest notifies the customer when the work has been completed and is ready for acceptance. The customer is obliged to inspect and examine the work within a reasonable period. Acceptance is given in writing by means of an acceptance report signed by both parties or by the customer's written confirmation. If defects or deviations are found, Haavest is obliged to remedy them within a reasonable period. Acceptance of the work takes place within 7 days of notification that the work has been completed. If the customer does not accept the work within this period, the work is deemed to have been accepted.

6.9. Any travel expenses incurred are agreed contractually as an "all-in" package. If no such agreement is made, the customer bears the travel expenses on the following basis:

•	Rail travel: generally first class
•	Short-haul flights (up to 3 hours' flight time): economy class
•	Flights of 3 hours' flight time or more: business class
•	Hotels: up to €250 per night
•	Travel by car: €0.40 per kilometre

7. Liability

7.1. Unless otherwise provided in these GTC, including the following provisions, Haavest is liable in accordance with the statutory provisions for breaches of contractual and non-contractual obligations.

7.2. Haavest is liable for damages, on whatever legal grounds, within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, Haavest is liable, subject to statutory limitations of liability (e.g. the standard of care it applies in its own affairs; an insignificant breach of duty), only

a) for damage resulting from injury to life, body or health,

b) for damage resulting from the breach of a material contractual obligation (an obligation whose fulfilment is essential to the proper performance of the contract in the first place and on whose fulfilment the other party regularly relies and is entitled to rely); in this case, however, Haavest's liability is limited to compensation for the foreseeable damage that typically occurs.

7.3. The grounds for liability and the limitations of liability set out in paragraph 2 also apply to breaches of duty by, or for the benefit of, persons for whose fault Haavest is responsible under statutory provisions.

8. Customer information for contracts concluded electronically

8.1. Haavest is not subject to any specific codes of conduct.
8.2. The customer can find the essential characteristics of the Services offered by Haavest in the content of the respective offer.
8.3. The language available for concluding the contract is German.
8.4. The customer can find information on payment or performance in the respective offer.

9. Data protection, data transfer

9.1. During the contractual collaboration, the parties exchange data and information by email using transport encryption. For particularly sensitive data, they agree a secure channel on a case-by-case basis, for example an encrypted attachment or a shared, access-controlled storage location.

9.2. The customer warrants that, when passing personal data to Haavest, it complies with data protection law, in particular but not limited to the General Data Protection Regulation (GDPR).

9.3. The customer indemnifies Haavest against liability for breaches of data protection law, in particular but not limited to the GDPR, in connection with the performance of the contractual Services, unless Haavest is responsible for such breaches.

10. Rights to work results

10.1. All intellectual property rights and any other rights arising from supplementary performance protection under competition law in all content created by Haavest for the purpose of providing the contractually owed Services, such as presentations, reports, analyses, organisational plans, programs, service descriptions, drafts or calculations, belong exclusively to Haavest.

10.2. The customer may use, reproduce and publish the content specified in clause 10.1, created by Haavest for the purpose of providing the owed Services, solely for its own business operations and for the purposes envisaged in the contract.

10.3. Passing on the content specified in clauses 10.1 and 10.2 or other work results to third parties requires Haavest's prior written consent.

11. Confidentiality

11.1. Haavest undertakes to keep confidential all facts that come to its knowledge in connection with the performance of the contract, unless the customer releases it from this obligation.

11.2. The duty of confidentiality does not apply where disclosure of facts is necessary to protect Haavest's legitimate interests.

12. Final provisions, miscellaneous

12.1. The contractual relationship between Haavest and its customers and the respective terms and conditions are governed by the law of the Federal Republic of Germany.

12.2. The place of jurisdiction is the court responsible for Haavest's registered office, provided that the customer is a merchant (Kaufmann) within the meaning of the German Commercial Code (HGB) or a corporation under public law. Haavest is also entitled to bring an action at the customer's registered office.

12.3. If individual provisions of these GTC are or become wholly or partly invalid, the validity of the remaining provisions of these GTC is not affected. In this case, the invalid provision is replaced by the statutory provision.