TERMS AND CONDITIONS

The Growth Composers UG (haftungsbeschränkt), Skalitzerstraße 104, 10997 Berlin

1. Scope

(1) The following terms and conditions apply to all legal transactions of The Growth Composers UG (haftungsbeschränkt) (hereinafter also referred to as "the growth composers") under this contract with its contracting party, hereinafter referred to as the "customer."

(2) Changes to these terms and conditions will be communicated to the customer in writing. They are considered approved if the customer does not object in writing. The customer must send the objection to the growth composers within two weeks of notification of the changes.

2. Forwarded Orders

(1) If an order is executed in such a way that the growth composers commissions a third party to carry out further execution, the growth composers fulfills the order by forwarding it in its own name to the third party.

(2) The offers of the growth composers are non-binding and without obligation. The prices stated in the individual offer are valid; all other prices are listed in the current price list.

3. Description and Scope of Services

(1) The growth composers primarily provides work services aimed at creating and implementing individual solutions for our customers.

(2) The exact scope of the respective services and work will be defined in the individual contract with the customer. This includes a clear definition of the expected work result and the criteria for its acceptance.

(3) Acceptance and Delay of Acceptance:

- The customer is obliged to accept the work services provided by the growth composers immediately upon completion notification.

- The services are considered accepted if the customer does not raise written complaints of defects within 14 days of completion notification.

- If acceptance does not occur within the specified period due to reasons attributable to the customer, the service is considered accepted.

- Defects identified during acceptance must be recorded in writing and remedied by the growth composers within a reasonable period.

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4. Conclusion of the Contract

A contract with the growth composers is concluded by sending the signed customer offer (customer order) by fax, email, by sending the order confirmation by the growth composers, or by actively accepting the offer in the customer center.

5. Data

(1) The customer indemnifies the growth composers from all third-party claims regarding the provided data. In the event of data loss, the growth composers cannot be held liable unless the loss was caused intentionally or through gross negligence. The customer is obliged to provide all necessary data again free of charge in case of no fault or responsibility on the part of the growth composers.

6. Data Protection

(1) The customer agrees that data about their person will be stored, modified, and transmitted to third parties as necessary within the framework of the contract concluded with them. This applies in particular to the transmission of data necessary for the use and management of online tools.(2) The growth composers commits to comply with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR), the Federal Data Protection Act (BDSG), and other relevant data protection regulations.(3) The collected, processed, and used personal data will be used exclusively for the purpose for which they were collected. Data will only be passed on to third parties if necessary for the fulfillment of the contract or if the customer has expressly consented.(4) The growth composers employs appropriate technical and organizational measures to ensure the security of the customer's personal data and to protect it from unauthorized access, loss, or manipulation.(5) The customer has the right to request information about the personal data stored about them at any time, to correct, delete, or restrict the processing of this data, and the right to data portability. Requests should be directed in writing to the address provided in the imprint of the growth composers.(6) If personal data is passed on to third parties, the growth composers ensures that these third parties also comply with the applicable data protection laws and take appropriate security measures to protect the data.(7) The use of SaaS tools is carried out in compliance with the respective data protection regulations of these tools. The growth composers regularly checks that these tools comply with the requirements of the GDPR.(8) The customer is informed that service providers and vicarious agents employed in the fulfillment of the contract, who are based in third countries, are only commissioned if they offer an adequate level of data protection.(9) In the event of a data protection incident that could affect the rights and freedoms of the customer, the growth composers will inform the customer immediately and notify the competent data protection authorities.(10) IT and tech projects involving the handling of personal data, cookie consents, and general data storage are the responsibility of the customer after acceptance. The growth composers is no longer responsible for handling this data after acceptance by the customer. The customer assumes full responsibility and liability for data protection violations on their part. The growth composers does not act as a data protection officer and is not liable for data protection violations on the part of the customer.

7. Confidentiality

(1) Both parties undertake to treat all information received within the framework of the contractual relationship, which is marked as confidential or is to be regarded as confidential due to other circumstances, confidentially and not to make it accessible to third parties.(2) This obligation does not apply to information that:

• (1) is already publicly known at the time of disclosure or becomes publicly known without fault of the receiving party;
• (2) was lawfully received from a third party without a confidentiality obligation to the disclosing party;
• (3) was developed independently and without access to the confidential information of the other party.

(3) This confidentiality obligation remains in effect even after the termination of the contractual relationship.

8. Prices and Payments

(1) Invoicing occurs after 100% of the service has been rendered and is to be paid within 7 days of receipt of the invoice.(2) If the offer exceeds a total basket of €10,000, a partial invoice procedure can be used. This is documented in the offer and is linked to the achievement of predefined project milestones.(3) The invoice is based on the valid price list of the growth composers or the individually agreed price documented in the offer. All invoices are payable within 7 days of receipt without deduction.(4) If the customer is in arrears with due payments, the growth composers reserves the right to withhold further services until the outstanding amount is settled and to pass on any costs incurred to the customer. Objections regarding the accuracy or completeness of an invoice must be raised by the customer within one week of receipt; if raised in writing, it is sufficient to send them within the one-week period. Failure to raise objections in a timely manner constitutes approval.

9. Trademark Rights/Copyrights

(1) The customer is obliged to assume all legal responsibility with regard to copyright protection, youth protection, press law, and the "right to one's own image." Only texts and images may be published or made available for publication by the customer that have the corresponding usage rights and the necessary consent of depicted persons. The copyright on all work created by the growth composers remains with the growth composers.

10. Liability

(1) The risk of the legal admissibility of the activities and the creation of projects by the growth composers is borne by the customer. The customer indemnifies the growth composers from third-party claims if the growth composers acted at the express request of the customer, despite informing the customer of its concerns regarding the admissibility of the measures.(2) If the growth composers deems a competition law review by a particularly knowledgeable person or institution necessary for the measures to be carried out, the customer bears the costs after consultation.(3) Claims for damages against the growth composers are excluded unless they are based on intentional or grossly negligent behavior of the growth composers itself or its vicarious agents. The limitation period for asserting claims for damages is three years and begins at the time the action causing the obligation to pay damages is committed. If the statutory limitation periods lead to shorter periods in individual cases, these shall apply.(4) For all other claims for damages, the statutory provisions of the Civil Code apply.(5) The liability of the growth composers is limited to the typical damages foreseeable at the time of contract conclusion or at the time of the breach of duty.(6) The liability of the growth composers for consequential damages due to defects is excluded, unless the liability arises from a breach of duties essential to the fulfillment of the contract's purpose.(7) The growth composers assumes no liability for any data protection violations with its services. The online SaaS tools used by the growth composers must be reviewed and approved by the data protection officer. The growth composers only provides software, web development, and consulting services that do not replace the tasks and liability of an internal data protection officer appointed by the customer.

11. Warranty and Support

(1) The growth composers warrants that the services provided are free of material and legal defects.(2) The warranty period is one year from acceptance of the respective service, unless a longer warranty period is prescribed by law.(3) Customer warranty claims require the customer to report defects in writing without delay, at the latest within two weeks of becoming aware of them.(4) The growth composers will remedy the defects at its discretion by rectification or replacement. If rectification or replacement fails, the customer can demand a reduction in payment or withdraw from the contract.(5) Support services are billed based on the effort at the current hourly rates of the growth composers, unless otherwise agreed.

12. Changes to the Terms and Conditions

The growth composers reserves the right to change these terms and conditions at any time. Changes to the terms and conditions will be communicated to the customer in writing or by email.The changes are considered approved if the customer does not object in writing within two weeks