§ 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 "Client" or "Principal") for the provision of services in the areas of go-to-market strategy, sales automation, and marketing automation.

(2) Conflicting or deviating conditions of the Client shall not become part of the contract unless Scalantec expressly agrees to their applicability in writing. This applies even if Scalantec performs services without reservation while aware of conflicting conditions of the Client.

(3) These GTC apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).

(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 Client.

• "Contact Data": Email addresses, LinkedIn profiles, and other personal data of target individuals provided by the Client or procured on its behalf.

• "Outreach": The act of contacting potential business customers via email, LinkedIn, or other channels.

• "Approval": The explicit written or electronic consent of the Client to the sending of a campaign.

§ 2 Subject Matter and Scope of Services

(1) Scalantec provides the Client with services in the area of sales automation and systematic business development, in particular:

a) Conception and creation of outreach campaigns (email, LinkedIn, multi-channel), b) Setup and management of automation tools, c) Lead research and data enrichment, d) Technical setup of the sending infrastructure (domain configuration, email warmup, DNS records), e) Reporting and optimization of ongoing campaigns, f) Consulting on go-to-market strategies.

(2) The exact scope of services is determined by the respective offer, service description, or individual contract. In case of conflict between these GTC and an individual contract, the individual contract prevails.

(3) Where Scalantec provides ongoing support and optimization services, these constitute services within the meaning of service contract law (§§ 611 et seq. BGB). A specific outcome - in particular the closing of deals, the generation of a specific number of leads or replies - is not owed. Where Scalantec owes specific, delimited work results (e.g. technical setup of the sending infrastructure), the provisions of contract for work and services apply.

§ 3 Offer, Contract Formation, and Order Placement

(1) Offers from Scalantec are non-binding and subject to change unless expressly designated as binding.

(2) The contract is formed by:

a) Signature of an individual contract by both parties, or b) Written order confirmation by Scalantec following an order placed by the Client, or c) Commencement of service delivery by Scalantec following an order placed by the Client.

(3) No oral side agreements exist. Amendments and additions to the contract require text form (§ 126b BGB).

§ 4 Prices and Remuneration

(1) The prices agreed upon in the respective offer or individual contract apply. All prices are stated in euros and are exclusive of applicable statutory VAT.

(2) Unless otherwise agreed, remuneration is invoiced on a monthly basis.

(3) Costs for third-party tools are not included in the remuneration unless expressly stated otherwise in the offer. The Client bears these costs directly or reimburses them by prior agreement.

(4) Additional services exceeding the agreed scope will be offered separately by Scalantec prior to delivery and will only be rendered and invoiced upon the Client's consent.

§ 5 Payment Terms

(1) Invoices are due for payment within 14 days of the invoice date without deduction, unless otherwise agreed.

(2) In the event of default, Scalantec is entitled to charge default interest at a rate of 9 percentage points above the applicable base interest rate (§ 288 para. 2 BGB).

(3) If the Client is more than 14 days in arrears, Scalantec is entitled to suspend service delivery - in particular ongoing campaigns - until full payment is received.

(4) Scalantec is entitled to agree on a monthly advance payment for ongoing contractual relationships.

§ 6 Set-Off and Retention

(1) The Client may only set off claims that are undisputed, established by final judgment, or ready for decision.

(2) The Client may only exercise a right of retention to the extent that it is based on claims arising from the same contractual relationship.

§ 7 Service Delivery and Use of Subcontractors/Tools

(1) Scalantec is entitled to engage subcontractors, freelancers, and third-party software and services for the delivery of its services. Scalantec remains responsible to the Client for the proper delivery of services.

(2) Scalantec uses various third-party tools and platforms to deliver its services. An up-to-date list of sub-processors used will be made available to the Client upon request.

(3) Scalantec is free to determine the location and timing of service delivery unless otherwise agreed.

(4) Scalantec reserves the right to replace the tools and platforms used with functionally equivalent alternatives with reasonable advance notice, provided this does not materially impair the contractually owed service. The Client will be informed in text form prior to any such change.

§ 8 Client's Cooperation Obligations

(1) The Client is obliged to provide all cooperation required for service delivery in a timely and complete manner. This includes in particular:

a) Providing all necessary information, materials, and access (e.g. domain names, DNS access, LinkedIn accounts), b) Providing or approving contact data and target audience definitions, c) Approving each campaign prior to sending - including email copy, subject lines, sender names, and target audience, d) Maintaining and updating blacklists and blocklists - notifying Scalantec before campaign launch and on an ongoing basis as changes occur, e) Promptly processing and forwarding opt-out requests and objections, f) Designating a contact person with decision-making authority, g) Providing timely feedback on coordination requests (generally within 2 business days).

(2) If the Client fails to meet its cooperation obligations in full or on time, Scalantec is entitled to suspend the affected services until the cooperation is provided. Any resulting delays and additional costs shall be borne by the Client.

(3) The Client is in particular obliged to ensure that the contact data it provides does not violate any legal provisions and that it is authorized to use such data (cf. § 10).

§ 9 Client's Default

(1) If the Client defaults on acceptance of services, an approval, or any other act of cooperation, Scalantec is entitled to set a reasonable grace period.

(2) After the grace period expires without result, Scalantec may:

a) Claim damages for non-performance, or b) 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 Client: The Client is and remains the sender and controller within the meaning of the UWG (German Act Against Unfair Competition) and the GDPR in relation to the persons contacted. Scalantec acts as a technical service provider operating on the basis of instructions and content approved by the Client.

(2) Lawfulness of Contact Data: The Client warrants that it is authorized to use the contact data provided or procured on its behalf and that such use for the agreed purpose is compatible with applicable law.

(3) Approval Obligation: No campaign will be sent without the Client's prior explicit approval. Approval covers the target audience, email content, and sender data. By granting approval, the Client assumes responsibility for the lawful sending of the campaign.

(4) Blacklists and Opt-Outs: The Client is obliged to provide Scalantec with a current blocklist (blacklist) prior to campaign launch. Opt-out requests must be forwarded to Scalantec without delay. Scalantec will implement opt-outs technically but is not liable for violations attributable to late or absent notification by the Client.

(5) No Legal Advice: Scalantec does not provide legal advice. Information on legal frameworks is for general informational purposes only and does not substitute advice from a qualified attorney. Scalantec expressly recommends that the Client seek legal counsel before commencing any outreach activities.

(6) Client's Own Assessment: The Client is obliged to independently assess or have assessed the compatibility of its outreach activities with applicable law.

§ 11 Legal Framework

(1) Contacting potential business customers is subject to various statutory provisions whose applicability and scope may vary in individual cases. The Client is obliged to independently assess or have assessed the legal permissibility of its outreach activities.

(2) Scalantec supports the Client in the technical implementation of its outreach strategy. Responsibility for compliance with the applicable legal framework - in particular competition law and data protection law - remains with the Client.

(3) Automated outreach via LinkedIn may violate LinkedIn's terms of service and lead to account suspensions. Scalantec operates within industry-standard and practically proven limitations (in particular moderate message frequencies and adherence to recommendations on sending volumes and profile quality) but cannot rule out a suspension by LinkedIn. Responsibility for the use of the LinkedIn account and compliance with LinkedIn's terms of service remains with the Client; Scalantec's liability is governed by § 12 of these GTC.

(4) Scalantec recommends that the Client seek legal advice on the permissibility of each outreach campaign before it commences.

(5) By placing an order, the Client confirms that it has informed itself of the applicable legal framework and accepts responsibility for the lawfulness of its campaigns.

§ 12 Liability and Limitation of Liability

(1) Scalantec is liable without limitation for intent and gross negligence, as well as for damages arising from injury to life, body, or health.

(2) In cases of ordinary negligence, Scalantec is only liable for the breach of material contractual obligations (cardinal obligations). Material contractual obligations are those whose fulfillment is essential to the proper performance of the contract and on whose compliance the Client may regularly rely.

(3) In the event of liability under para. 2, liability is limited to the foreseeable, contract-typical damage. In any case, liability is capped at the total net remuneration paid by the Client to Scalantec in the 12 months preceding the damaging event, but not less than EUR 10,000.

(4) Scalantec is not liable for:

a) Damages resulting from the Client's failure to meet its cooperation obligations, b) Damages arising from the sending of outreach messages where the Client has approved the sending and provided the contact data or commissioned their procurement, c) Disruptions, failures, or changes to third-party platforms used, to the extent these are not attributable to Scalantec, d) Suspensions of email domains, LinkedIn accounts, or other accounts, to the extent Scalantec is not responsible for the suspension. Scalantec will take appropriate measures in accordance with industry standards to avoid suspensions (in particular proper domain authentication, gradual warmup, adherence to common sending limits) but cannot guarantee the absence of suspensions. Scalantec will notify the Client without delay in the event of a suspension, e) Lost profits or indirect damages, except where liability is unlimited under para. 1.

(5) The foregoing limitations of liability also apply in favor of Scalantec's employees, agents, and subcontractors.

§ 13 Indemnification and Third-Party Claims

(1) The Client shall indemnify and hold harmless Scalantec, its employees, agents, and subcontractors from and against all third-party claims arising in connection with campaigns executed on behalf of the Client, content, contact data, or instructions provided or approved by the Client. The indemnification also covers reasonable costs of legal defense (in particular attorney's fees and court costs).

(2) The indemnification under para. 1 applies in particular to claims arising from:

a) Competition law provisions (in particular the UWG), b) Data protection law provisions (in particular the GDPR, BDSG), c) Violations of personal rights or industrial property rights, d) Violations of third-party platform terms of service (e.g. LinkedIn).

(3) The indemnification is conditional upon Scalantec notifying the Client without delay of any third-party claims asserted, giving the Client the opportunity to assume the legal defense, and providing reasonable support in defending against such claims.

(4) Scalantec is neither authorized nor obligated to issue cease-and-desist declarations or binding commitments - in particular penalty-backed cease-and-desist declarations - on behalf of the Client. If Scalantec receives a warning letter, complaint, or other legal claim in connection with a campaign executed on behalf of the Client, Scalantec will notify the Client without delay. The Client is obliged to address the matter promptly at its own expense and on its own responsibility.

(5) The indemnification under para. 1 does not apply to the extent that the asserted claim is based on an intentional or grossly negligent breach by Scalantec that is not attributable to instructions or approvals from the Client.

(6) Individual contractual provisions on indemnification and allocation of risk take precedence over the provisions of this § 13.

§ 14 No Guarantee of Success / Defect Rights

(1) Projections and estimates by Scalantec regarding campaign results (e.g. open rates, reply rates, leads, meetings) are non-binding and do not constitute a guarantee. Deviations from projections do not constitute a defect.

(2) Where the services are service contract services (§ 2 para. 3), Scalantec owes the careful delivery of the agreed services in accordance with the current state of the art and industry standards.

(3) The Client must notify Scalantec of any defects in writing without delay upon becoming aware of them, but no later than 30 days after becoming aware of the defect or after receipt of the relevant monthly report.

(4) Scalantec will remedy justified complaints within a reasonable period. Further claims by the Client are excluded - without prejudice to the liability provisions in § 12.

§ 15 Data Protection and Data Processing

(1) Where Scalantec processes personal data on behalf of the Client in the course of service delivery, the parties shall enter into a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR. The DPA will be provided to the Client prior to the commencement of data processing and becomes effective upon signature by both parties.

(2) The Client 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 is carried out exclusively on the documented instructions of the Client. The Client is responsible for the lawfulness of the data processing.

(4) The Client hereby grants general authorization for the engagement of sub-processors. An up-to-date list of sub-processors used, as well as the technical and organizational measures (TOMs), will be made available to the Client upon request. Scalantec will inform the Client of intended changes to sub-processors and give the Client the opportunity to raise an objection within 14 days.

§ 16 Confidentiality

(1) The parties undertake to keep confidential all confidential information of the other party obtained in the course of the cooperation and not to disclose it to third parties. This does not apply to information that:

a) Is or becomes publicly known without the receiving party being responsible for this, b) Was already known to the receiving party, c) Is communicated to the receiving party by a third party without any confidentiality obligation, d) Must be disclosed by virtue of a statutory obligation or a governmental/judicial order.

(2) This confidentiality obligation continues to apply for a period of two years after termination of the contract.

§ 17 Rights of Use and Intellectual Property

(1) Upon full payment of the agreed remuneration, Scalantec grants the Client a simple, non-transferable right of use in the work results created in the course of the engagement - in particular email copy, campaign concepts, workflows, and templates.

(2) General methods, frameworks, templates, know-how, and tools developed or used by Scalantec independently of the specific engagement remain the sole property of Scalantec. Scalantec is entitled to use these for other clients as well.

(3) Scalantec may only name the Client as a reference client with the Client's prior express written consent.

§ 18 Term and Termination

(1) The contract term and notice periods are determined by the respective individual contract.

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists for Scalantec in particular if:

a) The Client is more than 30 days in arrears despite a formal reminder, b) Insolvency proceedings are applied for or opened against the Client's assets, c) The Client repeatedly breaches material contractual obligations - in particular cooperation obligations - despite a formal warning, d) The Client requests Scalantec to engage in demonstrably unlawful actions.

(3) Terminations require text form (§ 126b BGB).

(4) Upon termination of the contract, Scalantec will cease ongoing campaigns and, upon request, hand over all data collected on behalf of the Client in a common format.

§ 19 Force Majeure

(1) Neither party is liable for the non-performance or delayed performance of contractual obligations to the extent that this is attributable to circumstances beyond its control (force majeure), such as natural disasters, pandemics, war, terrorism, strikes, governmental orders, or failures of telecommunications networks or third-party services.

(2) The affected party will notify the other party without delay of the occurrence and expected duration of the impediment.

(3) If the force majeure event persists for more than 60 days, each party is entitled to terminate the contract extraordinarily.

§ 20 Amendments to the GTC

(1) Scalantec reserves the right to amend these GTC with effect for the future. Amendments will be communicated to the Client in text form.

(2) Amendments require the Client's express consent. If the Client objects to the amendments, the existing GTC continue to apply. In the event of material amendments on 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 Client is a merchant, a legal entity under public law, or a special fund under public law.

§ 22 Severability Clause

(1) Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected.

(2) The invalid or unenforceable provision shall be replaced by the applicable statutory rule.