§ 1 Scope of Application

(1) The following General Terms and Conditions (GTC) apply to all contracts concluded by Ivo Faryna (hereinafter referred to as the "Contractor") with its customers (hereinafter referred to as the "Client"), provided they are entrepreneurs, merchants, legal entities under public law, or public-law special assets.

(2) These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Client shall only become part of the contract if the Contractor has expressly agreed to their applicability. This requirement for consent applies in all cases, for example, even if the Contractor commences the provision of services without reservation while being aware of the Client's GTC.

§ 2 Contractor's Services / Client's Cooperation

(1) The Contractor provides comprehensive service and consulting in the field of Business Development. This includes, in particular, the conceptualization, advice, design, and implementation of acquisition measures, the specific content of which is agreed upon in individual orders. The Contractor also distributes products in the area of Performance Marketing, especially seminars, events, coaching, mentoring, and memberships. Unless expressly agreed otherwise in writing, the Contractor does not owe the Client the provision of a work / specific success.

(2) The Client must always provide the cooperation required of them completely and punctually upon the Contractor's initial request. If the Client fails to perform a cooperation action and thereby prevents the Contractor from performing, the Contractor's entitlement to remuneration remains unaffected.

(3) The Client is aware that third-party providers such as Facebook and Google are entitled to stop / terminate advertising campaigns without stating reasons. The Contractor is not responsible for such actions. The Contractor's entitlement to remuneration remains unaffected in these cases.

(4) Regarding the services to be provided by the Contractor to the Client, the Client has a right to determine performance under § 315 of the German Civil Code (BGB).

(5) The Contractor is entitled to have services owed to the Client also performed by agents, subcontractors, and third parties.

(6) Any advertising costs incurred by third-party providers are not included in the Contractor's remuneration and must be borne separately by the Client.

(7) If the contracting party instructs the Contractor to temporarily pause any campaigns or if a pause in the campaign is necessary without the fault of the Contractor, this does not affect the Contractor's entitlement to remuneration.

(8) The Client is solely responsible for the legal compliance of any advertisements, landing pages, etc. It is recommended that the Client have them reviewed by a legal representative in advance.

(9) The Client shall cover necessary accommodation and travel costs related to the fulfillment of the contract by the Contractor. This includes accommodation costs in hotel categories up to and including 5 stars, car trips (€0.50 / kilometer), business class flight tickets, first-class train journeys, as well as other travel expenses for the use of public transportation, taxis, and parking fees.

§ 3 Conclusion of Contracts

The conclusion of a contract between the Contractor and the Client may take place by telephone, in writing, or in text form, including via commercial confirmation letters (CCL).

§ 4 Acceptance-Requiring Services

(1) The services provided by the Contractor generally fall under service contract law. If an agreed service exceptionally falls predominantly under contract for work and services by law and thus requires acceptance, only the following paragraphs 2-10 apply to these services.

(2) Upon completion of each partial service, the Contractor may demand acceptance of the partial service from the Client and, after performing all adjustments, additionally demand overall acceptance of all services.

(3) Acceptance of the services requires a functional test by the Client. The functional test is successful if the adjustments meet the agreed requirements.

(4) If the functional test is successful, acceptance must be declared promptly. The Contractor may request the Client to accept partial or overall performance within a week, and if the Client has not communicated in writing to the Contractor which defects need to be rectified, it is considered accepted upon expiration of the deadline. A defect protocol is prepared by the Client regarding any defects and handed over to the Contractor. The risk of transmission lies with the Client.

(5) If significant defects are identified during the functional test, the Contractor is obliged and entitled to further process and rectify them.

(6) In the event of a significant defect, the Contractor is entitled to rectify it twice within a reasonable period set by the Client. The time spent on this rectification shall be separately remunerated by the Client. Insignificant defects in the (partial) performance do not prevent acceptance.

(7) If there is a dispute between the parties as to whether there is a significant or insignificant defect in a work, an expert appointed by an Industry and Chamber of Commerce must be consulted before initiating legal proceedings. The Client is required to pre-pay the reasonable fee of the appointed expert. If the appointed expert confirms the existence of a significant defect in the work, the Contractor will reimburse the Client for the expenses incurred in this regard.

(8) The (partial) performance of the Contractor to be accepted is considered accepted even if, upon request from the Contractor, the Client does not declare acceptance of the respective (partial) performance within 7 working days in writing.

(9) Further claims of the Client, especially for reimbursement of necessary expenses for rectifying defects, compensation for damages, and reimbursement of futile expenses, are not applicable.

(10) If the defects that lead to the extraordinary termination of the contract do not constitute significant defects in the aforementioned sense, the Client also has no right to reclaim parts of the remuneration.

§ 5 Payments, Prices, Conditions

(1) The prices indicated and communicated by the Contractor are binding. The communicated prices are net plus statutory value-added tax.

(2) The remuneration owed by the Client to the Contractor is immediately due in full in advance, unless otherwise agreed upon individually. A (SEPA) direct debit authorization granted by the Contractor remains in effect until revoked for the further business relationship.

(3) If SEPA direct debit is agreed upon, the Client must provide the Contractor with a written SEPA direct debit mandate after conclusion of the contract. The Contractor will provide such a mandate upon request.

(4) The Contractor issues a proper invoice, including the VAT (possibly through agents).

(5) In the event that agreed direct debits cannot be collected from the Client's account and a reversal occurs, the Client is obliged to transfer the owed amount to the Contractor within three working days after the reversal and bear the costs incurred by the reversal.

(6) Offsetting with counterclaims is mutually permissible only if the respective other contracting party has acknowledged the offsetting or if it has been legally established. The same applies to the exercise of a right of retention by a contracting party.

§ 6 Termination, Duration

(1) The contract has the individually agreed minimum term between the parties. Premature termination is excluded.

(2) Any free termination rights of the customer are excluded.

(3) Termination requires written form to be effective.

(4) The right to terminate the contract for good cause remains unaffected.

§ 7 Default / Extraordinary Termination

(1) Deadlines for performance by the contractor shall not commence until the invoiced amount has been received by the contractor and, as agreed, the necessary data for the services are fully available to the contractor, or the necessary acts of cooperation have been completed.

(2) If the client is in default with due payments, the contractor reserves the right not to provide further services until the outstanding amount is settled.

(3) In the case of installment payments, if the client is in default with at least two due payments to the contractor, the contractor is entitled to terminate the contract with immediate effect and suspend the services. The contractor will, if necessary, claim the entire remuneration due until the next regular termination date as compensation.

§ 8 Performance

(1) The contractor will carry out the agreed services in accordance with the offer with the necessary care. The contractor is entitled to unrestrictedly engage the assistance of third parties for this purpose.

(2) If the contractor is prevented from providing the agreed services and the reasons for the hindrance originate from the client's sphere, the contractor's entitlement to remuneration remains unaffected.

§ 9 Conduct and Consideration

(1) The client must ensure the customary conduct of an honest merchant towards the contractor. The contractor reserves the right to pursue any unlawful and/or improper or unjustified statements about the company and services of the contractor, whether made by customers, competitors, or other third parties, particularly false factual claims and defamation, through civil legal action and, furthermore, to file a criminal complaint without prior notice.

(2) The client is obliged to ensure the smooth progress of the programs and events of the contractor and to immediately comply with the contractor's instructions. In the event of repeated violation of a previously issued instruction, the contractor is entitled to temporarily or permanently exclude the client from the corresponding participation. The contractor's entitlement to remuneration remains unaffected in these cases.

(3) Within so-called mentoring calls, the contractor exercises virtual house rules. The client must comply with the contractor's instructions. There is no entitlement to answers to specific questions or a specific number of questions by the client. However, the contractor will endeavor to take the concerns of its clients into account as best as possible.

(4) At the first request of the contracting party, the client and contractor shall remove reviews and comments made about each other on social media. This obligation continues after the contract for a period of 36 months.

§ 10 Third-Party Rights

The client warrants that materials provided to the contractor (e.g., photos, texts, videos) are free from third-party rights or that the necessary approvals for the purposes of the main contract are available. The client indemnifies the contractor from any claims by third parties to this extent.

§ 11 Usage Rights

(1) The client receives a non-exclusive and non-transferable right of use for the duration of the contract in relation to the work and performance results created and provided by the contractor. Work and performance results within the scope of the underlying contract include all work or services or parts thereof created by the contractor for the client (e.g., all information, documents, evaluations, videos, photos, acquired know-how in the course of contract fulfillment, advertisements, drawings, materials, specifications, program drafts, (electronic) files, data collections, custom software including associated documentation, manuals, and IT systems in the form of source code or in any other form).

(2) Paragraph 1 applies exclusively on the condition that the client has fully paid the remuneration due to the contractor under the main contract.

(3) If installment payments are agreed, the aforementioned right of use pursuant to paragraph 1 shall, unless otherwise agreed in individual arrangements, only transfer to the client upon complete payment of the final installment to the contractor.

(4) The transfer of work and performance results to third parties (including affiliated companies) is excluded. The same applies to any alteration according to § 23 UrhG (German Copyright Act).

(5) The transfer of program content to third parties is prohibited and will be pursued civilly and criminally in the event of a violation. This also applies specifically to access to our member platforms. Subject to any different individual agreement, usage rights exist exclusively for our direct contracting partner.

§ 12 Right of Withdrawal

There is no right of withdrawal for entrepreneurs within the meaning of § 14 BGB (German Civil Code) and merchants according to the Commercial Code (HGB), neither by law nor otherwise granted by the contractor.

§ 13 Liability

(1) The contractor shall only be liable for damages – regardless of the legal basis – in the event of intent and gross negligence. In the case of ordinary negligence, the contractor shall only be liable a) for damages resulting from injury to life, body, or health, b) for damages resulting from the breach of a material contractual obligation (an obligation, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly relies and may rely); in this case, however, liability is limited to compensation for the foreseeable, typically occurring damage.

(2) Within the limits of paragraph 1, the contractor shall not be liable for data and program losses. Liability for data loss is limited to the extent of the typical restoration effort that would have occurred with regular and adequate creation of backup copies. Liability under the Product Liability Act always remains unaffected, as does liability for assuming a guarantee.

§ 14 Final Provisions

(1) Deviations from these General Terms and Conditions (GTC) are only effective if agreed upon in writing. Individually negotiated agreements with the client, including side agreements, supplements, and amendments, shall always take precedence over these GTC. A written contract or confirmation by the contractor is decisive for the content of such agreements.

(2) The entire contractual relationship between the contractor and the client is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(3) The place of performance is the contractor's place of business. The exclusive place of jurisdiction for commercial matters is the contractor's place of business.

(4) The client grants the contractor the right to use testimonials for advertising purposes. Even after the expiration of the contract period, the contractor is entitled to advertise in an appropriate manner using the client as a reference. The contractor is entitled to use the client's intellectual property rights, including copyrights, names, trademarks, and identifiers. Revocation of permission is only permissible for important reasons, not merely upon termination of the contract.

(5) Should one or more provisions of the contract be or become invalid or unenforceable for factual or legal reasons, the validity of the remaining contract provisions shall not be affected thereby. The contractor and the client are obliged to replace the invalid or unenforceable provision with a valid provision that comes closest to the economic intent.

GTC Version: November 10, 2020