1. General | Scope

1.1 These General Terms and Conditions (“GTC”) apply to all contracts between KUNO GmbH, Cuvrystraße 53, 10997 Berlin, Germany (“KUNO”), and KUNO’s clients who are entrepreneurs within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) (“Clients”), for whom KUNO provides services (each as defined below).“) and KUNO customers who are entrepreneurs within the meaning of Section 14 of the Civil Code (BGB) (“Customers”) and for whom KUNO provides services (each as defined below).GTC”) apply to all contracts between KUNO GmbH, Cuvrystraße 53, 10997 Berlin, Germany (“KUNO”), and KUNO’s clients who are entrepreneurs within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) (“Clients”), for whom KUNO provides services (each as defined below).

1.2 These GTC apply to all contracts concluded between KUNO and the Client (each an “Order”). These GTC form an integral part of each Order.“). These terms and conditions become part of every order.Order”). These GTC form an integral part of each Order.

1.3 These GTC shall also apply to all future contracts between KUNO and the Client without requiring a separate reference by KUNO in each individual case. At the latest, these GTC shall be deemed accepted by the Client when the Client makes use of the services.

1.4 These GTC apply to the exclusion of all other general terms and conditions of the Client or third parties. Deviating, conflicting, or supplementary general terms and conditions of the Client or third parties shall only become part of an Order if KUNO has expressly agreed to them in text form.

1.5 KUNO reserves the right to define supplementary conditions (“Supplementary Conditions”) in each Order in addition to these GTC. The Supplementary Conditions shall form an integral part of the contract between KUNO and the Client to the same extent as these GTC. In the event of any conflict between the Supplementary Conditions and these GTC, the Supplementary Conditions shall prevail.“) to be specified in each mandate. Supplementary conditions form part of these terms and conditions. Supplementary Conditions”) in each Order in addition to these GTC. The Supplementary Conditions shall form an integral part of the contract between KUNO and the Client to the same extent as these GTC. In the event of any conflict between the Supplementary Conditions and these GTC, the Supplementary Conditions shall prevail.

1.6 All notices and declarations made by the Client to KUNO, in particular notices of termination and the setting of deadlines, must be made at least in text form within the meaning of section 126b BGB (for the avoidance of doubt: a simple email is sufficient), unless otherwise stipulated in these GTC or a specific form is mandatorily required by law.

1.7 For reasons of practicality, these GTC do not use gender-neutral language throughout. The masculine form is used as a generic term and shall apply equally to all genders.

1.8 Only the provisions of these GTC in the German language shall be legally binding. Any versions of these GTC provided by KUNO in other languages are non-binding translations for convenience only.

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2.       Principles of service provision

2.1 KUNO does not provide any services that may exclusively be rendered by tax advisors, public auditors, or attorneys-at-law. In particular, KUNO does not provide legal advisory services within the meaning of the German Act on Out-of-Court Legal Services (Rechtsdienstleistungsgesetz – RDG).

2.2 KUNO is entitled to engage third parties for the performance of its contractual obligations in accordance with the respective Order (“KUNO Service Partners”). In such case, the data protection provisions set out in section 12 shall apply, inter alia.

3. KUNO Services

3.1 KUNO provides services to the Client in the areas of human resources, payroll, finance and/or accounting in accordance with the respective Order (“KUNO Services”).

3.2 Unless expressly agreed otherwise, the KUNO Services constitute services within the meaning of section 611 of the German Civil Code (BGB). The KUNO Services are provided on a fixed-price basis or according to time and material expenditure.

3.3 KUNO Services are provided on Business Days. A Business Day means Monday to Friday, excluding public holidays in the Federal Republic of Germany. Services are rendered during standard business hours, which generally range from 08:00 to 17:00.

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4. Cooperation Obligations of the Client  

4.1 The timely cooperation of the Client is of material importance for the proper performance of the KUNO Services by KUNO. The Client is therefore obliged, free of charge and to the extent necessary, inter alia, to designate contact persons for KUNO who possess the required professional know-how regarding the Client’s business processes and requirements, and to ensure their availability to the necessary extent.

4.2 Upon notice by KUNO in text form, the Client shall promptly remove or remedy any obstacles within their responsibility that affect the performance of the KUNO Services, including any cooperation or provisioning services to be provided by third parties engaged by the Client.

4.3 If KUNO is unable to perform its contractual obligations due to the Client’s failure to comply with its cooperation obligations and the Client does not fulfill such obligations even after a corresponding request by KUNO in text form, KUNO shall be released from its obligation to perform the affected services.

4.4 n the event of delayed or defective fulfillment of the Client’s cooperation obligations, any agreed deadlines and dates shall be postponed accordingly. KUNO’s entitlement to payment of the contractually agreed remuneration shall remain unaffected and shall continue to apply in full. Any costs incurred by KUNO as a result of the delayed or defective fulfillment of the Client’s cooperation obligations shall be reimbursed by the Client to a reasonable extent.

4.5      In the context of payroll services, the Client is obliged to provide KUNO with all information, documents and data sets required for processing in full, accurately and in a timely manner. The Client remains solely responsible for the accuracy and completeness of the data provided, as well as for the substantive review and approval of the payroll calculations prepared by KUNO. Without the Client’s explicit approval in text form, KUNO shall not carry out any binding submission, transmission or finalization of payroll calculations, unless expressly agreed otherwise between the parties. The Client further remains solely responsible for the timely payment of taxes, social security contributions and any other levies to authorities, health insurance funds and other third parties. KUNO has no obligation to monitor payment deadlines or to verify the Client’s payment obligations. KUNO shall not be liable for any disadvantages arising from delayed or omitted payments by the Client. KUNO shall also not be liable for payroll errors caused by incomplete, incorrect or late data provided by the Client or by missing approvals. KUNO is entitled to invoice the Client for additional costs to a reasonable extent if additional effort is incurred by KUNO due to omissions by the Client, in particular for necessary corrections.

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5.       Deadlines and Dates

5.1 Any deadlines and dates specified by KUNO for the provision of the KUNO Services shall be non-binding planned dates, unless such dates are expressly designated by KUNO as binding performance dates in text form.

5.2 If KUNO is unable to provide a KUNO Service by the (planned) deadline, KUNO shall inform the Client at least in text form (a simple email being sufficient), stating the reasons for the delay and its expected duration, and shall communicate revised planned dates. In addition, KUNO shall, where possible, indicate measures to prevent comparable causes of delay in the future.

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6. Personnel | Non-solicitation

6.1 With regard to KUNO’s personnel and the personnel of KUNO Service Partners who provide KUNO Services to the Client, no employee leasing (Arbeitnehmerüberlassung) shall take place. Neither the Client nor its representatives are entitled to issue instructions to KUNO’s personnel or to the personnel of KUNO Service Partners. The personnel of KUNO or of KUNO Service Partners shall not be integrated into the Client’s operational organization. KUNO shall, at its own discretion, decide how and where its resources (including KUNO’s personnel) are deployed and shall plan the provision of services within the framework of the contract (and the respective Order) in accordance with the agreed scope and content of the KUNO Services.

6.2 The contractual cooperation between the parties, in particular with regard to the KUNO Services, is based on a special relationship of trust between KUNO and the Client. Therefore, during the Initial Term and any extended term, and in any event for a period of twelve (12) months thereafter, the Client shall be prohibited from soliciting or engaging, without KUNO’s prior consent in text form, any employees of KUNO or employees of KUNO Service Partners who were involved in the provision of the KUNO Services, whether as its own employees or as consultants.

6.3 In the event of a breach of the foregoing obligation, the Client shall be obliged to pay KUNO a contractual penalty for each individual breach in an amount equal to the last three gross monthly salaries of the relevant employee. KUNO and/or the relevant KUNO Service Partner reserve(s) the right to assert further damages.

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7. Cooperation with Qualified Third Parties

7.1 Subject to the Client’s prior consent, KUNO is entitled to cooperate with qualified third parties. Such qualified third parties include, in particular, tax advisors, attorneys-at-law, and other persons subject to comparable professional confidentiality obligations, as well as other third parties whose confidentiality is ensured by an appropriate contractual obligation with KUNO (“Qualified Third Parties”). If the Client does not consent to cooperation with a Qualified Third Party, the Client is hereby informed under these GTC that KUNO may be unable to provide certain services without such consent.“). If the customer does not agree to work with a qualified third party, these terms and conditions will inform him that KUNO may not be able to provide certain services without consent.

7.2 The Client hereby consents to KUNO granting Qualified Third Parties access to information to the extent necessary for the provision of services by such persons.

7.3 To the extent that information within the meaning of section 7.2 is exchanged directly between KUNO and Qualified Third Parties, the Client authorizes KUNO to act on behalf of the Client.

7.4 The Client remains solely responsible for the content of any declarations made by the Client to KUNO or to Qualified Third Parties, as well as for the completeness and accuracy of any data or information exchanged by the Client with KUNO or with Qualified Third Parties. This applies in particular to the approval or execution of payments by the Client to third parties that may be proposed to the Client by KUNO or by Qualified Third Parties.

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8. Fees | Payment

8.1 The Client is obliged to pay to KUNO the fees specified in the respective Order for the KUNO Services (“Fees”).

8.2 Unless stated otherwise, the Client is obliged to make all payments by bank transfer. Full payment shall be due within fourteen (14) days after receipt of the invoice by the Client.

8.3 The Fees exclude any applicable taxes, duties and charges of any kind, which shall be borne by the Client.

8.4 KUNO is entitled to adjust the Fees for the KUNO Services once per year by up to 5% if the costs relevant to the provision of the services demonstrably change. Relevant cost items include, in particular: (a) personnel and payroll costs, (b) costs for external service providers, (c) energy costs, and (d) general operating costs (e.g. inflation in accordance with the Consumer Price Index published by the German Federal Statistical Office). KUNO shall carry out the fee adjustment at its reasonable discretion (section 315 BGB) and in a manner that is transparent and comprehensible to the Client. This provision shall apply for the first time after the expiry of one contractual year from the date of the Order. section 17.4 shall apply accordingly.

8.5 The Client is obliged to reimburse KUNO for expenses and other costs incurred in connection with the provision of the KUNO Services based on actual expenditure.

8.6 KUNO is entitled, by notice in text form (a simple email being sufficient), to suspend the performance of the KUNO Services in accordance with section 320 BGB if payments are not received by KUNO within fourteen (14) days after their due date and after a reasonable grace period has been set.

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9. Term | Termination

9.1 The term of an Order shall commence on the date specified therein.

9.2 Each Order shall remain in force for the initial term specified therein (“Initial Term”). Unless otherwise expressly agreed in text form, the Initial Term shall automatically and continuously renew for successive periods each equal in length to the Initial Term (each a “Renewal Term”), unless the Order is terminated by either party with three (3) months’ notice to the end of the month of the then-current term. The Client is not entitled to terminate an Order prior to the expiry of the Initial Term or the respective Renewal Term.“) if the assignment is not terminated by a party with a notice period of three (3) months to the end of the current term. The customer is not entitled to duly cancel an order with effect before expiry of the initial term or the respective extended term.

9.3 The parties’ right to terminate an Order for good cause with immediate effect shall remain unaffected. Good cause shall exist in particular if either party materially breaches the Order and fails to cure such breach within thirty (30) days after receipt of a notice of breach in text form (a simple email being sufficient), if the Client is in material payment default for a period exceeding forty-five (45) days, or if the Client suspends payments generally (Zahlungseinstellung) or its financial situation materially deteriorates in such a manner that the performance of the Order is materially jeopardized.

9.4 Upon termination of the respective Order, KUNO shall store the information provided by the Client in connection with the KUNO Services for a maximum period of three (3) months and shall be entitled to permanently and irreversibly delete such information after expiry of this period. KUNO is entitled to invoice the Client for expenses and activities incurred in connection with the termination of the respective Order. The Client is obliged to actively cooperate in the termination of the Order. This includes, in particular, independently deactivating any system access granted to KUNO and fully taking over and properly retaining the data and documents provided by KUNO in connection with the termination. The Client is responsible for complying with all statutory retention obligations, in particular in the area of payroll services. Following termination of the Order, the Client shall have no entitlement to the re-provision or reconstruction of data. Any further storage or subsequent support is not owed.

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10. Confidentiality | Client Data

10.1 The Client and KUNO acknowledge that they have exchanged and/or will exchange certain business, personal, technical or financial information relating to the business activities of KUNO or the Client (“Confidential Information”). KUNO’s Confidential Information includes, but is not limited to, non-public information regarding the features, functionalities and performance of the KUNO Services. The Client’s Confidential Information includes all non-public data provided by the Client to KUNO to enable the performance of the KUNO Services or provided by the Client in the course of using the KUNO Services (“Client Data”).

10.2 The Client and KUNO shall use reasonable efforts to protect the Confidential Information of the other party and shall not use such Confidential Information for any purpose other than the provision of the KUNO Services or otherwise as permitted under these GTC, nor disclose it to any third party. This confidentiality obligation shall not apply to information that is or becomes generally available to the public, was lawfully in the possession of the respective party prior to disclosure, was lawfully disclosed to the respective party by a third party without restriction, was independently developed without use of the Confidential Information, or must be disclosed due to statutory or legal obligations.

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11. Intellectual Property Rights | Work Results | Brand Names and Logos | Reference Use

11.1 KUNO and any contractors engaged by KUNO are and shall remain the owners of all proprietary rights, including copyrights, database rights, patents, trade secrets, trademarks and all other intellectual property rights, as well as technical solutions, relating to or in connection with the KUNO Services. The Client acknowledges that any rights granted under an Order do not grant the Client any ownership rights in the KUNO Services.

11.2 The Client is granted a non-exclusive, non-transferable and non-sublicensable right to use, reproduce, modify and combine any work results created by KUNO under an Order (“Work Results”) with other work results, programs or materials, solely for the Client’s own purposes and only to the extent required for the contractual use of the Work Results in accordance with the respective Order. Work Results include, in particular, specifications, analyses, planning documents, reports and other materials that the Client may receive from KUNO in the course of performing the contractual services. Work Results are created by KUNO in accordance with the Order and are exclusively intended and suitable for contractual use.

11.3 Any disclosure of Work Results by the Client to third parties requires KUNO’s prior express consent in text form. In particular, the Client is not permitted to rent, sell or otherwise distribute the materials or Work Results. For the purposes of this provision, members of its corporate bodies, employees, tax advisors, attorneys-at-law and affiliated companies of the Client shall not be considered third parties. Where the Client is legally required to disclose Work Results to a competent authority or body under applicable law, KUNO’s consent shall not be required, for example in the case of disclosure to tax authorities or the Federal Employment Agency.

11.4 All rights to the Client Data and all content, as well as to any data based on or derived from such Client Data or content, remain with the Client. The Client grants KUNO a simple, non-transferable, sublicensable, and unrestricted right of use in terms of territory and content to use the Client Data and content exclusively in connection with the provision of the KUNO Services. KUNO does not assume any responsibility or liability for the Client Data or content.

11.5 The Client agrees that KUNO may refer to the Client in marketing materials, marketing activities and on KUNO’s website by using the Client’s company name, displaying the Client’s logo and providing a short description and/or a link to the Client’s website in a customary and non-misleading manner. This consent also applies after termination of the contractual relationship, in particular for the purpose of presenting the Client as a former client. The Client may revoke this consent at any time with effect for the future.

12. Privacy

12.1 The Client and KUNO shall at all times comply with the requirements of applicable data protection law, in particular the General Data Protection Regulation (GDPR).

12.2 Where the provision of the KUNO Services involves the processing of personal data relating to the Client, KUNO shall process such data solely as a “processor” acting on behalf of the Client, who acts as the “controller”, as those terms are defined under applicable data protection law, in particular the GDPR. Where legally required, KUNO shall enter into a data processing agreement with the Client in text form.

12.3 Further details on the processing of personal data by KUNO and by subcontractors engaged by KUNO are set out in KUNO’s privacy policy, which is available on KUNO’s website.

12.4 The Client is solely responsible for ensuring that the processing of personal data of the Client’s employees by KUNO is in compliance with all applicable employment relationships, collective bargaining agreements, works agreements and applicable employment law.

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13. Indemnification Obligation

13.1 Without prejudice to the Client’s other contractual or statutory liability, the Client shall, at their own expense, defend KUNO and any affiliated companies of KUNO, as well as KUNO’s employees, subcontractors, suppliers and distributors, against any third-party claims, indemnify KUNO against such claims and hold KUNO harmless to the extent that such claims arise from a breach by the Client or otherwise in connection with the provision of the KUNO Services. The Client shall fully bear all costs and damages that are legally determined by a court of competent jurisdiction to the detriment of KUNO as a result of such claims. An “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under direct or indirect common control with KUNO, or is a wholly owned subsidiary of KUNO, where “control” means the direct or indirect ownership of at least fifty-one percent (51%) of the shares or beneficial interests in such entity.“means any company that directly or indirectly controls KUNO, that is controlled by KUNO or is under direct or indirect joint control with KUNO, or that is a wholly owned subsidiary of KUNO, where “control” means the direct or indirect ownership of at least fifty-one percent (51%) of the shares or economic right in a company.

13.2 In connection with an indemnification claim under this section 13, KUNO shall inform the Client without undue delay of any third-party claim on the basis of which KUNO assumes that it is entitled to seek indemnification from the Client. A failure to provide such notice shall not release the Client from their obligations under this section 13 unless the omission materially impairs the Client’s ability to defend against the claim. KUNO may, at its own expense and discretion, participate in the legal defense; however, the Client shall remain responsible for taking appropriate defense measures and for conducting any settlement negotiations. Any settlement that would legally bind KUNO shall only become effective upon KUNO’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

13.3 KUNO shall, at its own expense, defend the Client against third-party claims, or settle such claims at KUNO’s discretion, to the extent that it is alleged that the KUNO Services infringe or misappropriate a patent, copyright, trademark or trade secret of a third party. KUNO shall bear all costs and compensation obligations that are legally determined by a court of competent jurisdiction to the detriment of the Client as a result of such claims. If the use of the KUNO Services is subject to such a claim, or in KUNO’s reasonable opinion is likely to become subject to such a claim, KUNO may, at its option and expense, (a) replace the affected KUNO Services with functionally equivalent services or technology that do not infringe third-party rights, (b) obtain the right for the Client to continue using the affected KUNO Services, or (c) terminate the relevant Order in whole or in part with immediate effect and refund any prepaid Fees on a pro rata basis as of the effective date of termination. This obligation shall not apply if the claim results from (i) modifications of the KUNO Services made by the Client or by third parties under the Client’s responsibility, (ii) the combination of the KUNO Services with products, applications or processes not provided by KUNO, provided that the alleged infringement is caused by such combination, or (iii) unauthorized use of the KUNO Services. This section 13.3 constitutes the Client’s exclusive remedy with respect to third-party claims based on the infringement of intellectual property rights or trade secrets.

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14. Limitation of Liability

14.1 KUNO shall be liable without limitation for damages resulting from injury to life, body or health caused by KUNO, KUNO’s legal representatives and/or vicarious agents, for damages caused by willful misconduct or gross negligence of KUNO, KUNO’s legal representatives and/or members of its corporate bodies or senior executives, for damages intentionally caused by simple vicarious agents of KUNO not covered by the foregoing, for damages resulting from the absence of a guaranteed quality or from fraudulent intent, and for damages for which liability is mandatory under the German Product Liability Act (Produkthaftungsgesetz).

14.2 KUNO shall be liable for damages arising from the breach of material contractual obligations (“cardinal obligations”) by KUNO, KUNO’s legal representatives, members of its corporate bodies or senior executives and/or vicarious agents. Cardinal obligations are those obligations whose performance enables the proper execution of an Order and on whose compliance the Client regularly relies and may reasonably rely. Where such a breach of a cardinal obligation is caused by (a) slight negligence of KUNO, KUNO’s legal representatives and/or members of its corporate bodies or senior executives, or (b) slight or gross negligence of simple vicarious agents of KUNO not covered by item (a), KUNO’s liability shall be limited in amount to the damages foreseeable by KUNO at the time the relevant service was provided.

14.3 Subject to sections 14.1 and 14.2, KUNO shall not be liable for damages resulting from the breach of non-material contractual obligations where such breach is caused by (a) slight negligence of KUNO, KUNO’s legal representatives and/or members of its corporate bodies or senior executives, or (b) slight or gross negligence of simple vicarious agents of KUNO not covered by item (a).

14.4 KUNO shall be liable for loss of data only up to the amount of the typical recovery costs that would have been incurred if the Client had performed proper and regular data backups.

14.5 Subject to section 14.1, KUNO’s total liability for all damages arising out of or in connection with an Order, whether based on contract, tort or any other legal basis, shall be limited to an amount equal to one hundred fifty percent (150%) of the total Fees payable under the affected Order.

14.6 Any liability of KUNO beyond the cases expressly regulated in this section 14 is excluded. Unless expressly stated otherwise, the above limitations of liability shall also apply to KUNO’s legal representatives, vicarious agents and other persons acting on KUNO’s behalf.

14.7 The Client acknowledges and agrees that the KUNO Services are largely based on data and information provided by the Client. Accordingly, KUNO shall not be responsible for the accuracy, completeness, integrity or correctness of the data transmitted to KUNO, for any conclusions drawn by the Client or third parties from the use of the KUNO Services, for the technical, scientific, legal or commercial feasibility of projects, products or undertakings of the Client or third parties, or for the economic or financial viability of such projects, products or undertakings.

14.8 Before asserting any claim for damages against KUNO due to an alleged defective performance, the Client shall give KUNO the opportunity, by notice in text form (a simple email being sufficient), to remedy the alleged defective performance within a reasonable period of time.

15. Set-Off | Restriction of Retention Rights

The Client shall only be entitled to set off their own claims against claims of KUNO or to assert rights of retention if such claims (a) have been finally adjudicated by a court of competent jurisdiction, (b) are undisputed, or (c) have been acknowledged by KUNO.

16. Assignment or Transfer | Novation

16.1 The Client may not assign or transfer an Order without KUNO’s prior consent in text form; any assignment or transfer in breach of this section 16 shall be void. KUNO may, at its discretion, assign or transfer an Order and/or any rights arising therefrom, in whole or in part, to third parties.

16.2 Upon KUNO’s request, the Client shall promptly, and in any event within fourteen (14) days, enter into a novation agreement in a reasonable form specified by KUNO in order to enable KUNO to exercise its rights under this section 16.

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17. Complete Agreement | Severability | Amendments | Updates

17.1 An Order, together with these GTC, constitutes the entire agreement between the Client and KUNO with respect to its subject matter and supersedes and replaces all prior written or oral negotiations, arrangements, understandings, practices or agreements between the parties relating to the same subject matter.

17.2 If any provision of an Order, including these GTC, is or becomes wholly or partially invalid or void, the validity of the remaining provisions shall not be affected. In such case, the invalid or void provision shall be replaced by a valid provision that most closely reflects what the parties would have agreed in accordance with the purpose and intent of the original provision and the Order, within the limits permitted by law, had they been aware of the invalidity or voidness. If the invalidity or voidness of a provision is based on a specified level of performance or a specified period (deadline or date), such provision shall be replaced by a provision with a legally permissible scope that most closely approximates the original intent. The foregoing shall also apply in the event of any unintended gap in the Order, including these GTC. It is the express intention of the parties that this severability clause shall not merely result in a reversal of the burden of proof and that section 139 BGB is excluded in its entirety.

17.3 Any amendments or supplements to an Order must be made in text form (the exchange of simple emails being sufficient). The same shall apply to any agreement to deviate from or waive this text form requirement.

17.4 KUNO may amend and/or update these GTC with effect for an ongoing Order if this is required for technical, economic or legal reasons. Any such amendment to these GTC shall be notified to the Client in text form (a simple email being sufficient) at least six (6) weeks prior to its intended effective date. The Client may object to the amendment before its intended effective date. The amendment shall be deemed accepted by the Client if the Client does not object before its intended effective date. KUNO shall expressly inform the Client of their right to object and of the consequences of remaining silent in the corresponding notice. In the event of an objection by the Client, the contractual relationship between KUNO and the respective Client shall continue under the existing terms. In this case, however, KUNO shall be entitled to terminate the contractual relationship with the respective Client for cause. With effect for future Orders, KUNO may amend and/or update these GTC at any time without prior notice.

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18. Governing Law | Jurisdiction

18.1 Each Order and any disputes or claims, whether contractual or non-contractual, arising out of or in connection with an Order, its subject matter or its conclusion, shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

18.2 The courts of Berlin (Germany) shall have exclusive jurisdiction over any contractual or non-contractual disputes or claims arising out of or in connection with an Order, its subject matter or its conclusion.

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19. Final Provisions

19.1 The person who signs or otherwise accepts an Order, including these GTC, on behalf of the Client represents that they have been duly authorized by all necessary and appropriate corporate actions to enter into the Order on behalf of the Client.

19.2 Subject to section 354a of the German Commercial Code (HGB), the Client may not assign any rights or obligations arising from an Order or these GTC without KUNO’s prior consent in text form.

19.3 No agency, partnership, joint venture, shareholder relationship or employment relationship is created by entering into an Order, and the Client is not entitled to legally bind KUNO in any manner. No employee leasing within the meaning of the German Temporary Employment Act (Arbeitnehmerüberlassungsgesetz – AÜG) shall take place.