§ 1 Scope and Definitions

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Scalantec GmbH, Berlin (hereinafter "Scalantec" or "Contractor"), and its clients (hereinafter "Customer" or "Client") regarding the provision of services in the fields of Go-to-Market strategy, sales automation, and marketing automation. (2) Conflicting or deviating conditions of the Customer shall not become part of the contract unless Scalantec expressly agrees to their validity in writing. This also applies if Scalantec provides services without reservation while being aware of the Customer's conflicting conditions. (3) These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code). (4) For the purposes of these GTC, the following definitions apply:

• "Campaign": An email, LinkedIn, or multi-channel outreach campaign created and/or executed by Scalantec on behalf of the Customer.

• "Contact Data": Email addresses, LinkedIn profiles, and other personal data of target persons provided by the Customer or acquired on their behalf.

• "Outreach": Contacting potential business customers via email, LinkedIn, or other channels.

• "Approval": The Customer's express written or electronic consent to send a campaign.

§ 2 Subject of the Contract and Description of Services

(1) Scalantec provides services to the Customer in the field of sales automation and systematic business initiation, in particular:

• Conception and creation of outreach campaigns (email, LinkedIn, multi-channel).

• Setup and management of automation tools.

• Lead research and data enrichment.

• Technical setup of the sending infrastructure (domain configuration, email warm-up, DNS records).

• Reporting and optimization of ongoing campaigns.

• Consulting on Go-to-Market strategies. (2) The exact scope of services results from the respective offer, the service description, or the individual contract. In the event of contradictions between these GTC and the individual contract, the individual contract shall prevail. (3) Insofar as Scalantec provides ongoing support and optimization services, these are services within the meaning of service contract law (§§ 611 ff. BGB). A specific success—in particular the closing of deals or the generation of a specific number of leads or replies—is not owed. Insofar as Scalantec owes specific, definable work results (e.g., technical setup of the sending infrastructure), the regulations of factory contract law (Werkvertragsrecht) apply.

§ 3 Offer, Conclusion of Contract, and Order Placement

(1) Offers from Scalantec are subject to change and non-binding unless they are expressly marked as binding. (2) The contract is concluded by:

• Signature of an individual contract by both parties, or

• Written order confirmation by Scalantec after the order is placed by the Customer, or

• Commencement of service provision by Scalantec after the order is placed by the Customer. (3) No oral collateral agreements exist. Amendments and supplements to the contract must be in text form (§ 126b BGB).

§ 4 Prices and Remuneration

(1) The prices agreed upon in the respective offer or individual contract apply. All prices are in Euro and exclusive of the statutory value-added tax (VAT). (2) Unless otherwise agreed, remuneration is invoiced monthly. (3) Costs for third-party tools are not included in the remuneration unless expressly regulated otherwise in the offer. The Customer bears these costs themselves or reimburses them by prior agreement. (4) Additional services that exceed the agreed scope of services will be billed according to effort at the currently valid hourly rates of Scalantec. Scalantec will inform the Customer before providing significant additional services.

§ 5 Terms of Payment

(1) Invoices are due for payment without deduction within 14 days of the invoice date, unless otherwise agreed. (2) In the event of default in payment, Scalantec is entitled to demand default interest at a rate of 9 percentage points above the respective base interest rate (§ 288 para. 2 BGB). (3) If the Customer is in default of payment for more than 14 days, Scalantec is entitled to suspend the provision of services—especially ongoing campaigns—until full payment is received. (4) Scalantec is entitled to agree on a monthly advance payment for ongoing contractual relationships.

§ 6 Offsetting and Retention

(1) The Customer may only offset undisputed, legally established, or ready-for-decision counterclaims. (2) The exercise of a right of retention by the Customer is only permissible insofar as it is based on claims from the same contractual relationship.

§ 7 Performance and Use of Subcontractors/Tools

(1) Scalantec is entitled to use subcontractors, freelancers, as well as third-party software and services for the performance of services. Scalantec remains responsible to the Customer for the proper provision of services. (2) Scalantec uses various third-party tools and platforms for service provision. A current list of the sub-processors used will be provided to the Customer upon request. (3) Scalantec is entitled to freely determine the place and time of service provision, unless otherwise agreed. (4) Scalantec reserves the right to replace the tools and platforms used with functionally equivalent alternatives at any time, provided this does not significantly impair the contractually owed service. The Customer will be informed of this.

§ 8 Cooperation Obligations of the Client

(1) The Customer is obliged to provide all cooperation acts necessary for the provision of services in a timely and complete manner. This includes in particular:

• Providing all necessary information, materials, and access (e.g., domain names, DNS access, LinkedIn accounts).

• Providing or approving contact data and target group definitions.

• Approval of every campaign before sending—including email copy, subject lines, sender names, and target audience.

• Maintenance and updating of blacklists—notification to Scalantec before the start of the campaign and continuously in case of changes.

• Immediate processing and forwarding of opt-out requests and objections.

• Naming a contact person with decision-making authority.

• Timely feedback on coordination requests (usually within 2 working days). (2) If the Customer does not fulfill their cooperation obligations or does not do so in a timely manner, Scalantec is entitled to suspend the affected services until the cooperation is rendered. Any delays and additional costs shall be borne by the Customer. (3) The Customer is specifically obliged to ensure that the contact data provided by them does not violate legal regulations and that they are authorized to use this data (see § 10).

§ 9 Default of the Client

(1) If the Customer defaults on the acceptance of services, an approval, or any other act of cooperation, Scalantec is entitled to set a reasonable grace period. (2) After the unsuccessful expiry of the grace period, Scalantec may:

• Demand compensation for damages due to non-performance, or

• Withdraw from the contract. (3) Services already rendered must be remunerated even in the event of termination or withdrawal.

§ 10 Compliance and Legal Responsibilities

(1) Role of the Customer: In relation to the contacted persons, the Customer is and remains the sender and the responsible party within the meaning of the UWG (Act Against Unfair Competition) and the GDPR. Scalantec acts as a technical service provider acting on the basis of the instructions given and content approved by the Customer. (2) Legality of Contact Data: The Customer warrants that they are authorized to use the contact data provided or acquired on their behalf and that its use for the agreed purpose is compatible with applicable laws. (3) Approval Obligation: No campaign will be sent without the prior express approval of the Customer. The approval covers the target group, email content, and sender details. With the approval, the Customer assumes responsibility for the lawful dispatch. (4) Blacklists and Opt-outs: The Customer is obliged to provide Scalantec with an up-to-date blacklist before the start of the campaign. Opt-out requests must be forwarded immediately by the Customer to Scalantec. Scalantec will implement opt-outs technically but is not liable for violations resulting from late or omitted notification by the Customer. (5) No Legal Advice: Scalantec does not provide legal advice. Information on legal frameworks serves exclusively as general information and does not replace advice from a lawyer. Scalantec expressly recommends that the Customer seek legal advice before starting outreach activities. (6) Review by the Customer: The Customer is obliged to independently check or have checked the compatibility of their outreach activities with applicable law.

§ 11 Legal Framework

(1) Contacting potential business customers is subject to various legal regulations, the applicability and scope of which may vary in individual cases. The Customer is obliged to independently check or have checked by a lawyer the legal admissibility of their outreach activities. (2) Scalantec supports the Customer in the technical implementation of their outreach strategy. Responsibility for compliance with the legal framework—particularly with regard to competition and data protection law—remains with the Customer. (3) Automated contact via LinkedIn may violate LinkedIn's Terms of Service and lead to account blocks. Scalantec assumes no liability for this. (4) Scalantec recommends that the Customer seek legal advice on admissibility before starting any outreach campaign. (5) By commissioning Scalantec, the Customer confirms that they have informed themselves about the legal framework and bear responsibility for the legality of their campaigns.

§ 12 Liability and Limitation of Liability

(1) Scalantec is liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body, or health. (2) In the event of slight negligence, Scalantec is only liable for the breach of essential contractual obligations (cardinal obligations). Essential contractual obligations are those whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Customer may regularly rely. (3) In the case of liability under para. 2, liability is limited to the contract-typical, foreseeable damage. In any case, liability is limited in amount to the net total remuneration paid by the Customer to Scalantec in the 12 months preceding the damaging event, but at least 10,000 EUR. (4) Scalantec is not liable for:

• Damages resulting from the breach of the Customer's cooperation obligations.

• Damages from the sending of outreach messages, provided the Customer has approved the dispatch and provided the contact data or commissioned its acquisition.

• Disturbances, failures, or changes to the third-party platforms used, insofar as these are not the responsibility of Scalantec.

• Blocking of email domains, LinkedIn accounts, or other accounts based on decisions of the respective platform operators and which could not be influenced by Scalantec. Scalantec will take measures within industry standards to avoid blocks and will inform the Customer immediately in the event of a block.

• Lost profit or indirect damages, insofar as liability is not unlimited according to para. 1. (5) The above limitations of liability also apply in favor of the employees, vicarious agents, and subcontractors of Scalantec.

§ 13 Indemnification

(1) Details on risk distribution and indemnification for third-party claims are regulated individually in the respective individual contract. (2) Regardless of an individual indemnification agreement, the following applies: The Customer bears responsibility for the legality of the campaigns approved by them, contact data provided, and instructions given. Scalantec will inform the Customer immediately of any claims asserted by third parties.

§ 14 No Guarantee of Success / Warranty Rights

(1) Forecasts and estimates by Scalantec regarding campaign results (e.g., open rates, response rates, leads, meetings) are non-binding and do not constitute a guarantee. Deviations from forecasts do not constitute a defect. (2) Insofar as services are involved (§ 2 para. 3), Scalantec owes the careful provision of the agreed services according to the current state of the art and industry standards. (3) The Customer must report complaints in writing to Scalantec immediately after becoming aware of them, but at the latest within 14 days of becoming aware of the defect or after receipt of the respective monthly report. (4) Scalantec will remedy justified complaints within a reasonable period. Further claims of the Customer are—without prejudice to the liability regulations in § 12—excluded.

§ 15 Data Protection and Order Processing

(1) Insofar as Scalantec processes personal data on behalf of the Customer within the framework of service provision, the parties shall conclude a Data Processing Agreement (DPA) in accordance with Art. 28 GDPR. The DPA will be made available to the Customer before the start of data processing and will become effective upon signature by both parties. (2) The Customer is the Controller within the meaning of Art. 4 No. 7 GDPR. Scalantec is the Processor within the meaning of Art. 4 No. 8 GDPR. (3) Processing takes place exclusively on the documented instructions of the Customer. The Customer is responsible for the legality of the data processing. (4) The Customer hereby grants general authorization for the use of sub-processors. A current list of the sub-processors used as well as the technical and organizational measures (TOM) will be provided to the Customer upon request. Scalantec will inform the Customer of intended changes regarding sub-processors and give the Customer the opportunity to object.

§ 16 Secrecy and Confidentiality

(1) The parties undertake to keep secret all confidential information of the other party obtained during the cooperation and not to pass it on to third parties. This does not apply to information that:

• Is or becomes publicly known without the receiving party being responsible for it.

• Was already known to the receiving party.

• Is communicated to the receiving party by a third party without a confidentiality obligation.

• Must be disclosed due to legal obligation or official/judicial order. (2) This confidentiality obligation continues for a period of two years after termination of the contract.

§ 17 Usage Rights and Intellectual Property

(1) Scalantec grants the Customer, after full payment of the agreed remuneration, a simple, non-transferable right of use for the work results created within the scope of the order—in particular email copy, campaign concepts, workflows, and templates. (2) General methods, frameworks, templates, know-how, and tools that Scalantec has developed or uses independently of the specific order remain the sole property of Scalantec. Scalantec is entitled to use these for other customers as well. (3) Scalantec may only name the Customer as a reference customer with the Customer's express prior consent.

§ 18 Contract Duration and Termination

(1) The contract duration and notice periods result from the respective individual contract. (2) The right to extraordinary termination for good cause remains unaffected. A good cause exists for Scalantec in particular if:

• The Customer is in default of payment for more than 30 days despite a reminder.

• Insolvency proceedings are applied for or opened over the assets of the Customer.

• The Customer repeatedly violates essential contractual obligations—particularly cooperation obligations—despite a warning.

• The Customer requests Scalantec to perform recognizably illegal acts. (3) Terminations must be in text form (§ 126b BGB). (4) Upon termination of the contract, Scalantec will cease running campaigns and, upon request, hand over to the Customer all data collected on their behalf in a common format.

§ 19 Force Majeure

(1) Neither party shall be liable for the non-performance or delayed performance of contractual obligations insofar as this is due to circumstances beyond their control (force majeure), such as natural disasters, pandemics, war, terrorism, strikes, official orders, failure of telecommunications networks, or third-party services. (2) The affected party will inform the other party immediately of the occurrence and expected duration of the hindrance. (3) If the force majeure lasts longer than 60 days, each party is entitled to terminate the contract extraordinarily.

§ 20 Changes to the GTC

(1) Scalantec reserves the right to change these GTC with effect for the future. Changes will be communicated to the Customer in text form. (2) Changes require the express consent of the Customer. If the Customer objects to the changes, the previous GTC shall continue to apply. In the event of significant changes for which no agreement can be reached, both parties have a special right of termination with a notice period of 30 days.

§ 21 Applicable Law and Jurisdiction

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). (2) The exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is Berlin, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.

§ 22 Severability Clause

(1) Should a provision of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected thereby. (2) The relevant statutory regulation shall take the place of the invalid or unenforceable provision.

Scalantec GmbH Berlin Status: March 2026