1.1 The following General Terms and Conditions (“GTC”) form part of the agreement concluded between Future Response GmbH (“Future Response”), Rosenthaler Straße 34/35, 10178 Berlin, and the client (“Client”). The version of these GTC in force at the time of conclusion of the respective contract shall apply. Deviating, supplementary, or conflicting conditions of the Client shall only become part of the contract if Future Response has expressly agreed to their applicability in writing. This applies even if Future Response performs services for the Client without reservation in the knowledge of the Client’s conditions.

1.2 The agreement between Future Response and the Client consists of the project agreement, proposal and its annexes, as well as these GTC (collectively “contractual components”). References to the project agreement or proposal include all contractual components unless the context dictates otherwise.

2.1 The subject matter of the agreement concluded between Future Response and the Client comprises the rights and obligations of the parties with respect to the scope of services set out in the respective project agreement or proposal. Future Response provides services exclusively on the basis of the Future Response contractual terms.

2.3 Future Response is entitled to adapt the services provided under this agreement on a regular basis at its own discretion to technological developments and market requirements in order to sustainably fulfil the purpose of the services. This may result in changes to the scope of services. However, such changes shall not lead to restrictions of services that are material to the Client.

2.4 To the extent that components, hardware, software products, technology, or other resources (“Resources”) are not expressly part of the service description falling within Future Response’s responsibility, or are not expressly provided by Future Response as part of the services, the Client shall be solely responsible for the procurement, maintenance, and functionality of such resources (“Client IT Systems”).

2.9 Unless another procedure has been agreed, the agreement becomes effective upon signing (email is sufficient), whereby the execution of the agreement and the resulting rights and obligations for the Client and Future Response shall, as a rule, commence at the start date specified in the respective project agreement.

3.1 The contracting parties undertake to cooperate in a cooperative, trustworthy, and effective manner. Both parties shall designate contact persons and provide their contact details for the respective phases and subject areas.

3.2 Future Response is the owner of all proprietary, usage, and other rights to any and all copyrights, trademark rights, patent rights, and other intellectual property rights or other rights in the services and service results produced in the course of performance of the agreement (“Future Response IP”). Except to the extent expressly provided for in this agreement, no rights to the Future Response IP are granted to the Client.

3.3 Subject to the terms and conditions of this agreement, Future Response grants the Client a licence, limited to the term of the agreement, to use the Future Response IP and the service results achieved in the course of service delivery. The Client is not entitled to make the Future Response IP available for use by third parties — with the exception of affiliated companies of the Client — whether for consideration or free of charge, or to grant access thereto.

3.4 The contracting parties undertake, to a reasonable extent, to cooperate mutually in the fulfilment of the respective obligations of the other contracting party and not to refuse such cooperation. This also includes creating the necessary conditions for proper execution, in particular the provision of information, documents, and data. Upon conclusion of the agreement, the Client shall designate a qualified contact person to Future Response who is authorised to make and receive legally binding declarations on behalf of the Client. The contact person shall be reachable by Future Response during the Client’s business hours.

3.5 If the Client fails to provide the required cooperation services and contributions, or does not cooperate to the required extent, the Client shall bear the additional costs thereby incurred by Future Response. To the extent required for Future Response’s service delivery, approvals, acceptances, and clearances shall be deemed granted if no corresponding declaration from the Client is received by Future Response within seven (7) days of dispatch by Future Response.

3.6 Future Response’s services do not include legal or tax advice. The Client alone is responsible for the legal assessment of any issues.

5.1 The Client shall pay Future Response the remuneration agreed in the project agreement or proposal for the provision of services. The remuneration shall be calculated for the respective billing month on the basis of the contractual agreements. In the absence of a contractual agreement, the person-days actually provided by Future Response shall be invoiced in accordance with the Future Response price list. In both cases, Future Response shall issue an invoice. Payment shall be due no later than 30 calendar days after receipt of the invoice by the Client. Future Response shall issue invoices in text form unless otherwise agreed.

5.2 Unless otherwise stated, all amounts referred to in this agreement are net amounts (i.e. plus VAT at the statutory rate) and are to be paid in euros.

Without prejudice to any further agreements in this regard, the Client grants Future Response the right to use the Client’s name (or brand) and logo for the limited purpose of identifying the Client as a client of Future Response (on the Future Response website and /or in client presentations).

7.1 The services to be provided by Future Response are services within the meaning of Sections 611 et seq. of the German Civil Code (BGB). In particular, no specific economic outcome is owed. Should a service provided by Future Response be characterised as subject to contract for work and services contrary to the foregoing, the following provisions shall apply additionally.

7.2 Future Response warrants that the services conform to the contractually agreed specification as set out in the service description.

7.3 The Client shall report any defects to Future Response without delay in a comprehensible and detailed manner, providing all information useful for the identification and analysis of the defect. In particular, the steps that led to the occurrence of the defect, the nature of the defect, and its effects shall be specified. To the extent necessary or useful for remedying the defect, the Client shall grant Future Response access without delay to the documents or data from which the further specific circumstances of the occurrence of the defect can be identified.

7.4 A defect shall not be deemed to exist in the case of:

(a) only an insignificant deviation from the service description;

(b) impairments to use, to the extent these are based on the Client’s failure to implement updates, upgrades, or improvements offered by Future Response;

(c) alleged defects that cannot be reproduced or otherwise substantiated or described in a comprehensible manner;

(d) force majeure.

7.5 In the event of a defect, the Client is entitled, within the statutory framework, to reduce the remuneration payable on its own initiative. Any right of the Client to reclaim overpaid remuneration under the law of unjust enrichment shall remain unaffected.

7.6 If a defect consists in a Future Response service infringing the rights of third parties, Future Response shall, at its own discretion and expense:

(a) procure for the Client the right to use the service as contractually agreed; or

(b) modify the service so as to be free of infringement; or

(c) take back the service and reimburse the Client for the remuneration paid for it, if Future Response cannot achieve any other remedy with reasonable effort.

The interests of the Client shall be given appropriate consideration. If Future Response is unable to implement any of the three options (a) to (c) within economically justifiable limits, Future Response is entitled to terminate the agreement extraordinarily without notice. The assertion of any claims for damages by the Client shall remain unaffected.

7.7 Future Response’s liability for infringement of third-party rights through its services shall be governed by these GTC only to the extent that the service is used in accordance with the contract and, in particular, in the contractually agreed — or otherwise intended — operating environment and place of contractually compliant use, without modification.

7.8 If a third party asserts against the Client that a Future Response service infringes its rights, the Client shall notify Future Response without delay. Future Response and, where applicable, its subcontractors are entitled, but not obliged, to the extent permissible, to assume conduct of the legal dispute (including any settlement negotiations) and/or to defend against asserted claims at their own expense. The Client is not entitled to acknowledge third-party claims before giving Future Response reasonable opportunity to defend against the third-party rights in another manner. The parties shall mutually support each other in relation to such third-party claims.

7.9 The limitation period for warranty claims is two (2) years from the commencement of the statutory limitation period. The statutory periods for recourse claims pursuant to Section 478 BGB shall remain unaffected, where applicable. Future Response’s processing of a defect notification by the Client shall only suspend the limitation period if the statutory requirements for such suspension are met. No recommencement of the limitation period shall result therefrom. Rectification and replacement deliveries can only affect the limitation period for the defect that triggered the rectification or replacement delivery.

7.10 The Client shall, upon request, provide Future Response with reasonable support in examining and asserting claims against other parties involved in connection with the provision of services. This applies in particular to Future Response’s recourse claims against upstream suppliers and service providers.

8.1 Future Response’s liability to the Client shall always be unlimited:

(a) for damages caused intentionally or by gross negligence by Future Response, its legal representatives, or vicarious agents;

(b) within the scope of a guarantee expressly assumed by Future Response;

(c) under the German Product Liability Act (Produkthaftungsgesetz); and

(d) for damages arising from injury to life, body, or health for which Future Response, its legal representatives, or vicarious agents are responsible.

8.2 Without prejudice to the foregoing, Future Response shall not be liable for simple negligence, except where it has breached a material contractual obligation whose fulfilment is essential to the proper performance of the agreement or whose breach jeopardises the achievement of the purpose of the agreement and on whose observance the Client may regularly rely. Such liability is limited, in the case of property damage and financial loss, to the damage that is typical for the type of contract and foreseeable at the time of conclusion of the agreement. This also applies to lost profits and unrealised savings.

8.3 Without prejudice to clause 8.1, Future Response’s liability for necessary data restoration is limited to the effort that would be required for restoration if the Client had carried out proper data backup and contingency planning. In the case of minor negligence on the part of Future Response, this liability only arises if the Client had carried out data backup and contingency planning appropriate to the nature of the data and components prior to the incident.

8.4 The Client is aware that electronic and unencrypted communication (e.g. by email) is associated with security risks. In this type of communication, the Client shall therefore not assert any claims arising from the absence of encryption, except where encryption has been previously agreed.

8.5 The foregoing provisions shall apply mutatis mutandis to claims for reimbursement of expenses and other liability claims by the Client against Future Response.

8.6 The foregoing limitations of liability shall also apply to the personal liability of employees, representatives, and corporate officers of Future Response.

The parties shall be released from their obligations to perform if and to the extent that the provision of their services is temporarily impossible due to force majeure. “Force majeure” means all events and failures to perform that are beyond the reasonable control of the parties and that could not have been foreseen or averted by the exercise of the care reasonably expected of them, such as war, national emergency, terrorist acts, civil unrest, other disruptions to public order, illness, pandemics (including SARS-CoV-2), quarantine, fire, flood, earthquake, other natural disasters, sabotage by third parties, strikes, failure of communication lines and third-party systems, measures by military authorities or embargoes, and orders or actions of foreign, national, or local governments. This also applies if such a force majeure event occurs at a subcontractor or upstream supplier engaged in the provision of services by a party. The release from obligations to perform shall apply only for the duration of the impediment. Should a force majeure event on the part of one party persist for more than two (2) months, the other party may terminate this agreement extraordinarily without notice for good cause.

10.1 The parties undertake, during and after the term of the agreement, to keep confidential and to protect against unauthorised access all documents, information, and data of the other party — including those of its suppliers, subcontractors, or affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) — in whatever form, which are made accessible or become known to them by reason of or in connection with the cooperation and which are designated or marked as confidential or whose confidential nature is evident from the circumstances (“Confidential Information”), and (ii) to use such Confidential Information exclusively for the purposes of this agreement.

10.2 The parties shall impose the confidentiality obligations they have undertaken on all persons entrusted by them with services under this agreement or who receive Confidential Information under this agreement. The parties shall disclose Confidential Information to their employees and corporate officers and to any permitted third parties only if and to the extent that (i) such persons are also bound by law or by contract to maintain confidentiality in accordance with this confidentiality agreement to an extent no less stringent than the provisions of this confidentiality agreement, and (ii) the disclosure is necessary to provide or receive the contractual services. Future Response may in particular also disclose Confidential Information of the Client to its subcontractors and suppliers to the extent necessary or useful for the performance of the agreement.

10.3 The confidentiality obligation does not apply to information:

(a) that is or becomes publicly available, or that was already known to the receiving party at the time of disclosure by the other party without any obligation of confidentiality; or

(b) that becomes generally known after disclosure by the disclosing party to the receiving party without the receiving party being responsible for this; or

(c) that is communicated or made available to the receiving party by a third party without any obligation of confidentiality; or

(d) that has been independently developed by a party without having known or used similar information of the other party; or

(e) that has been released for disclosure in writing by the disclosing party; or

(f) that must be disclosed pursuant to statutory provisions or enforceable orders of public authorities (agencies or courts); or

(g) the reference and marketing information referred to in clause 6; and

(h) that is disclosed to persons professionally bound to confidentiality.

The burden of proof for the existence of any of these exceptions lies with the party invoking the relevant exception.

10.4 If the receiving party is required by law or by order of an authority or court to disclose information it has received from the disclosing party, the receiving party shall — to the extent legally permissible — (i) notify the disclosing party of this obligation in writing without delay and coordinate with it on possible defensive measures, and (ii) disclose only such information as is required to be disclosed pursuant to the statutory obligation or order and shall use best efforts to ensure that the disclosed information is treated in accordance with the provisions of this clause 10 as far as possible.

10.5 Subject to more specific provisions on data return in this agreement, the parties undertake to return all Confidential Information made available, including any copies made, in whatever form, to the other party upon first request, but no later than upon termination of the agreement, except to the extent that the retention of copies is necessary for the respective party to fulfil its statutory obligations (in particular statutory retention obligations) and to the extent necessary for the enforcement of rights and claims against the other party under the agreement until the statute of limitations has expired.

10.6 Subject to any agreement to the contrary, the obligations under this clause 10 shall continue beyond the end of the term of this agreement.

11.1 The parties undertake to comply with the statutory provisions on the protection of personal data.

11.2 To the extent that personal data of the Client is collected, processed, or used by Future Response on behalf of the Client in the course of providing the contractual services, this shall take place within the framework of commissioned data processing within the meaning of Article 28 of the EU General Data Protection Regulation (GDPR). The parties shall conclude a separate data processing agreement for this purpose.

11.3 The Client is solely responsible for its own compliance with all provisions of applicable data protection laws, including compliance with disclosure and information obligations towards its end customers, employees, and other data subjects, as well as compliance with applicable deletion periods. The Client must ensure that it is authorised to process the personal data of its employees and other data subjects in connection with its use of the platform. To the extent required for the contractually compliant use of Future Response’s services, the Client shall obtain all necessary rights (including any required consents) for the corresponding processing of the personal data of its employees, mandate holders, and other data subjects.

12.1 This agreement enters into force on the date specified in the project agreement or proposal and initially has the term specified therein. Thereafter, the project agreement may be extended further if agreed between the parties. Otherwise, ordinary termination during the fixed agreed term is mutually excluded.

12.2 The statutory right of the parties to terminate this agreement extraordinarily for good cause shall remain unaffected. If the good cause consists in a breach of a contractual obligation, termination shall only be permissible after the unsuccessful expiry of a remedy period of 30 days, or after an unsuccessful formal warning, unless the setting of a deadline is dispensable pursuant to Section 323 (2) BGB. In particular, the parties shall have the right to terminate for good cause if:

(a) there is a material deterioration in the financial circumstances of the respective party giving reason to expect that it will no longer be able to fulfil its contractual obligations on a permanent basis;

(b) a party becomes subject to liquidation proceedings;

(c) a party repeatedly or seriously breaches its obligations and, on a reasonable assessment of the overall situation, continuation of the contractual relationship is therefore unreasonable.

12.3 Terminations must be made in writing. The written form requirement may be satisfied by electronic form (e.g. signature via DocuSign or AdobeSign).

If insolvency proceedings are opened over the assets of one of the contracting parties, the other contracting party shall have the right to terminate the agreement extraordinarily.

In the event of disputes, the parties shall first endeavour to reach an amicable settlement. Should no solution be found within a reasonable period — generally twenty-one (21) calendar days from the date on which a party invokes this clause — in relation to disagreements that materially impede the execution of the agreement, the matter shall be escalated to managing director or board level. If no decision can be reached at that level within a further twenty-one (21) calendar days, either party may pursue legal remedies.

15.1 Amendments and supplements to this agreement must be made in writing, unless these GTC provide for another form. This also applies to the amendment or cancellation of this written form requirement. The written form requirement is satisfied by electronic form (e.g. signature via DocuSign, HelloSign, or AdobeSign or similar).

15.2 Future Response reserves the right to update these GTC. In such case, the Client shall be separately informed of the changes or additions within the existing contractual relationship. If the Client does not object to the amended GTC within six (6) weeks of receipt of the notification, such changes or additions shall become effective. In its notification, Future Response shall inform the Client of the right to object within six (6) weeks and of the consequences of failing to object.

15.3 Neither party may assign this agreement or any rights or obligations hereunder to a third party without the prior written consent of the other party. Notwithstanding the foregoing: (a) either party may, without the consent of the other party, assign monetary claims to third parties subject to the conditions of Section 354a of the German Commercial Code (HGB); (b) both parties may assign this agreement or any rights or obligations hereunder to an affiliated company within the meaning of Sections 15 et seq. AktG or otherwise affiliated with them; and (c) Future Response may assign the entire agreement in connection with a merger or sale of all or substantially all of its assets, or a sale or other transfer (e.g. as part of a restructuring) of substantially all of the business relating to Future Response to a third party, provided that such third party is able and committed to continuing to provide the contractually owed services to the Client without material restriction in the same manner as Future Response.

15.4 The Client may only set off against Future Response’s claims with an undisputed or legally established counterclaim; the same applies to the exercise of any rights of the Client to refuse performance or to assert a right of retention against Future Response. The exercise of any right of retention by the Client additionally requires that its counterclaim arises from the same contractual relationship.

15.5 Should individual or multiple provisions of this agreement be or become wholly or partially invalid or unenforceable, or should a gap be found in these agreements, the validity of the remaining provisions of these agreements shall not be affected. The parties undertake to replace such an invalid provision with a valid provision that corresponds to what the parties would have agreed in good faith, having regard to the purpose of the agreement, had they known of the invalidity of that provision at the time of conclusion of the agreement. The same applies mutatis mutandis in the event of gaps.

15.6 The laws of the Federal Republic of Germany shall apply exclusively to all legal disputes arising out of or in connection with this agreement of whatever nature (e.g. contractual or tortious claims), to the exclusion of private international law and the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.7 The ordinary courts shall have jurisdiction, with Berlin being the exclusive place of jurisdiction for all disputes arising out of and in connection with this agreement.