General Terms and Conditions (GTC)

!!! Legally binding only available in German. This is a online translation: !!!

Terms of Connion GmbH, Forstern, (as of and valid from 14.05.2012)

§ 1 Scope

The following "Terms and Conditions" apply to contracts between Connion GmbH, hereinafter also referred Connion, and their clients, hereinafter also "Clients", unless otherwise expressly agreed in writing or is required by law. The GTC will be automatically recognized by the client through the order and are valid for the duration of the business relationship. They apply only to the job for which they have been included. Terms and conditions of the clients are not, even if not explicitly rejected by Connion.

§ 2 Order Placement, performance obligations and performance content

1. The scope of the services of Connion services to the advice given contract or written order shall prevail, in which the specific scope of services and the remuneration to be held.

2. Orders of the client to the Connion can be given in the following forms: telephone, mail, fax or e-mail. For the telephone or electronic order of the previous conclusion of a framework agreement is required. In this case of Connion also by telephone and electronic orders be canceled immediately. The client receives a confirmation of receipt of order by e-mail. With this confirmation, the job offer is accepted and the consulting agreement as concluded. This confirmation is also relevant to the settlement date.

3. Connion is in particular need and in consultation with the client the right to call in external consultants. The relationship exists in this case continue to be exclusively between the Connion and the client, unless otherwise agreed.

4. Updates and modifications of offers and contracts are signed by both parties in writing and specified separately as part of the supplementary agreement of the contractual relationship between the client and Connion.

5. The projects are the Connion performed success-oriented, is the subject of consultation and agreed to the contract, only the performance and not the success. Connion determined and administered as part of contractual agreements, the execution of the project. It also ensures the full use of their consultants. The results of the activity of Connion and their recommendations are in good faith but without guarantee given, and will form the basis of need for individual business decisions of the client. Irrelevant to the performance of Connion is whether and / or when the findings and recommendations are implemented.

§ 3 Obligation (s) of the client

1. The client is obliged to cooperate, to the extent necessary for the proper execution of the contract. He has put all unsolicited Connion for the execution of the contract necessary material resources, documents, information and materials and other assistance at his own expense full and sufficient time available to Connion a reasonable processing time is available. Same applies to the development of information on all events and circumstances that could affect the execution of the order of importance.

2. If a project is carried out in several phases, based on each other, the client is obliged to request from Connion to consider a short-term phase and completed as to endorse properly to allow a smooth continuation of Connion work. Should the client within 14 days of completion of a project phase of a project or in writing by the Connion objections to the Connion, then the completed phase or project as the client have been duly examined and approved.

§ 4 Confidentiality and secrecy

1. Connion agrees to keep all her activities under the guidance has become known operational, business and private matters confidential, unless otherwise enforce legal regulations. This obligation of confidentiality applies equally to the agents of Connion. Confidentiality is especially true after the end of the contract and can only be canceled in writing by the clients themselves. Also undertakes the Connion who keep to the purpose of counseling provided documents carefully and protected against access by third parties. Records, documents, etc. that were passed to the client Connion will not be sent back to the client, but destroyed after project implementation.

2. All person who have been entrusted with the implementation of the Connion be an order, to respect the confidentiality of all records and information - even after termination of employment - required.

§ 5 Payment and prices

1. Fees are exclusive of VAT under the relevant statutory provisions.

2. Connion takes over the tasks assigned to the prior investigation of the initial situation in which the goal of the project and the expected consulting fees required to be determined. Is due to incomplete or inaccurate information or insufficient participation by the clients of the scope of work significantly above the estimates of Connion is Connion to the actual amount of work-oriented set of agreed and reasonable increase in fees authorized to be agreed separately. As significant a deviation of the actual effort is true of the estimate by more than 10%.

3. To the above fees - unless otherwise agreed - always travel costs, expenses and charges of the office added. Connion is entitled to fees and expenses (travel, expenses and charges of the office) to the client - unless otherwise agreed - only as required to invoice.

§ 6 Payment, due date

1. The claim for payment of compensation arises for each service as soon as it has been provided by the Connion, the power of Connion is then supplied to the required analyzes, which are in fact drawn the necessary conclusions and recommendations and explained to the client. All services of Connion that are not explicitly included in the price or remuneration are disclosed agreed, fringe benefits which are paid separately.

2. Invoices are payable within 14 days of invoice date. Relevant to compliance with the above period, the receipt of the invoice amount and transfer the value date.

3. The client also comes without a warning in default if he does not pay within 14 days after the due date and receipt of invoice. If the client defaults on payment reserves the Connion to charge default interest at the statutory rate. The claim further damages remains unaffected.

4. To set-off and retention of similar claims against the Connion is the client only if they are legally established, undisputed or are ready for decision. For dissimilar claims a lien on receivables from the same contract is limited.

§ 7 performance times, dates, default

1. Compliance with the agreed deadlines by Connion requires that all details of the order are made clear at the beginning of the project and the client is taught by him all necessary documents and information and has paid an advance payment may be agreed. Can a period due to events beyond the control of the Connion are not met, this period shall be extended accordingly. Unless it is possible Connion, they will endeavor to notify the client of the beginning and end of such events as soon as possible. The disturbing events last longer than three months, the Connion is entitled to terminate the order in whole or in part. The client is entitled to terminate the contract only if Connion is intentionally or through gross negligence by the client in default and a reasonable grace period has expired. A termination is not only about missing parts of the performance possible. Is Connion is by intent or gross negligence or a culpable breach of a contractual obligation in default, the client - claim compensation for his default damage - if it demonstrably suffered a loss. If the delay is not due to willful neglect of duty, the obligation of the Connion to typical, foreseeable damage is limited. In cases of slight negligence, liability of Connion on the level of remuneration for the current performance period is limited to a maximum of 25,000.00 EUR.

2. Deadlines for providing the service can be only approximate or estimated dates, which are given to the best of my knowledge and belief. It is the responsibility of Connion to provide its services after confirmed orders within the agreed deadlines.

3. The failure to meet a deadline only entitles the client to assert his legal rights, if he has set Connion a reasonable period. The client is after the expiry of a reasonable grace period set against Connion entitled to terminate the contract regarding the performance or lack of parts.

§ 8 Warranty and defects

1. If Connion, although it owes its success not obliged to ensure that they have within their warranty right to choose between repair and replacement for the project phase. In case of failure appropriate amendments or replacement processing power trying the client is entitled to terminate the contract if the services performed in part for the client are not of interest or demand either a reduction in the price.

2. Notify the client of the Connion within 10 days after completion of the order of any objectively existing, serious deficiencies which the order is processed as final.

3. If the client has a complete service in question, it must be underpinned by a Bemängelung by a third party created, serious reports.

4. If a complaint is made, must be given the opportunity to Connion repair. If such improvements remain demonstrably unsuccessful, the client has further impairment of performance rights. In any case, liability is limited to the amount of the contract. Liabilities of the Connion based on infringement of any copyright or third party claims are excluded.

5. If the deadline for providing the service unreasonably exceeded - here the individually agreed period is indicative - and a client is notified in writing by the deadline is not met, the client to terminate or withdraw from the right.

§ 9 Limitation of liability and other claims

1. Connion assumes no liability for any damages caused by force majeure (eg power failures, natural disasters or disruptions), network and server failures, managerial and transmission errors, viruses or interference with the mail path. For the final review of all data transmitted or consigned to the client is responsible.

2. Connion assumes no liability for any damage to hardware and software of the client, which are caused by the unwitting transmission of documents by e-mail that have been infected by a virus.

3. Connion agrees to perform the assigned tasks with technical and commercial care in good faith. In the event that the success of a proposed action will meet expectations of clients, however, liability is excluded. For property damage liability maximum Connion up to a maximum of € 100.000, -. The client wants a more extensive coverage, it will complete a project Connion insurance. The costs are borne by the client.

4. A liability for damage or consequential damage is also excluded if the client itself or third parties Connion surrendered materials, documents or information have been altered or falsified.

5. The liability of Connion limited to intent and gross negligence and breach of contractual obligations.

6. Further claims of the clients, in particular for damages instead of performance, replacing any other direct or indirect - including incidental and consequential damages - no matter excluded from the legal reason, including infringement of obligations under the contract and in tort. This does not apply, without implying a burden of proof is connected, if Connion fraudulently concealed a defect or guaranteed or if the damage by intent or gross negligence of Connion, its legal representatives or agents or due to a negligent breach of contract by such persons has led, or a culpable breach of duty by a legal representative or agent of a Connion body or health damage. Connion liable for ordinary negligence, its liability to pay - as far as legally possible - to the amount of the contract-typical, foreseeable damage. The foregoing provisions shall apply accordingly in respect of direct claims against the client's legal representative or agent of Connion.

§ 10 Early Termination of Contract

The client can hold your job until the very end of any agreed phase of a larger project with a deadline of one month. In this case, calculated from Connion until the expiry of the period incurred and are incurred until then keep records of results of the engagement.

§ 11 Offer and contract conclusion

All offers are subject to the Connion. Agreements come about with the order confirmation or when Connion not a confirmation of the client object to them. Verbal collateral agreements must be in writing. Changes to the contract also require a written confirmation.

§ 12 Final provisions

1. Claims under this contract are transferable only with the consent of the contractor.

2. If any provision of these Terms and Conditions be or become invalid, the remaining provisions hereof shall not be affected. The invalid provision shall establish a system that comes in the extent legally permissible, the will and interests of both parties.

3. All legal relationships between the client and Connion only German law applies.

4. Performance is the seat of Connion in D-85659 Forstern or explicit contractual performance. Unless the client is a merchant or has no general jurisdiction in Germany, for all agreed, directly or indirectly between the client and Connion disputes arising Munich court.

Forstern, Germany, May 14, 2012

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