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 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).

1.2 These terms and conditions apply to all contracts that are carried out online, by email or via an app and concluded between KUNO and the customer (one”assignment“). These terms and conditions become part of every order.

1.3 These terms and conditions also apply to future contracts between KUNO and the customer, without the need for any appropriate notice from KUNO in individual cases. These terms and conditions are considered confirmed by the customer at the latest when the customer makes use of the services.

1.4 These terms and conditions apply to the exclusion of all other terms and conditions of the customer or third parties. Divergent, contradictory or supplementary general terms and conditions of the customer or third parties only become part of an order if KUNO has agreed to them in writing.

1.5 KUNO reserves the right to additional conditions (”Supplementary conditions“) to be specified in each mandate. Supplementary conditions form part of these terms and conditions.

1.6 Insofar as the terms “in writing”, in writing or similar are used in these terms and conditions, these refer to the written form within the meaning of Section 126 BGB. The electronic exchange of copies of handwritten signed documents and documents with a simple electronic signature (such as using DocuSign or Adobe Sign) is sufficient in this respect. Unless otherwise expressly stated in these terms and conditions, the exchange of simple emails is sufficient.

1.7 All notifications and declarations made by the customer to KUNO, in particular notices of termination and deadlines, must be submitted at least in text form within the meaning of Section 126b BGB (for clarification: a simple e-mail is sufficient), unless otherwise stated in these terms and conditions.

1.8 References in these terms and conditions to the applicability of legal regulations are for clarification only. As a result, the statutory provisions apply even if no such clarification is made, unless the statutory provisions are supplemented or expressly excluded in these terms and conditions.

1.9 For reasons of practicality, these terms and conditions refrain from the simultaneous use of female, male and various forms of language and uses the generic masculine. All personal names apply equally to all genders.

1.10 Only the provisions of these terms and conditions in German apply. Insofar as KUNO provides versions of these terms and conditions in other languages, these are only non-binding translations.

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2nd Principles of service provision

2.1 KUNO does not provide services that may only be provided by tax advisors, auditors or lawyers. In particular, KUNO does not provide legal advice within the meaning of the Act on Extrajudicial Legal Services (Legal Services Act, RDG).

2.2 KUNO is entitled to engage third parties to fulfill its contractual obligations in accordance with the order (“KUNO Service Partner”). In this case, the data protection regulations in Section 20 apply, among other things.

3rd KUNO services

1.1 KUNO provides the customer with services in the areas of human resources, payroll, finance and accounting in accordance with the order (”KUNO services“).

1.2 Unless otherwise expressly agreed, KUNO services represent services in accordance with § 611 BGB. KUNO services are provided on a fixed price basis or on the basis of time and material costs.

1.3 KUNO services are provided on working days (a working day means Monday to Friday, excluding public holidays, during normal business hours, at the location where the KUNO services are provided).

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4th Customer's obligations to cooperate

4.1 Timely cooperation by the customer is essential for KUNO to fulfill KUNO services in accordance with the contract. The customer is therefore obliged, free of charge and to the extent necessary, to name contacts for KUNO who know the technical know-how about the requirements of the customer's business processes and to ensure their availability to the required extent.

4.2 The customer is obliged to promptly remove obstacles to the provision of services by KUNO that fall within its area of responsibility (including services provided by the customer by third parties).

4.3 If KUNO is unable to fulfill its contractual obligations due to failure to cooperate by the customer, KUNO will be released from the obligation to provide services in this respect.

4.4 In the event of delayed or defective fulfilment of obligations to cooperate by the customer, any deadlines and deadlines will be postponed accordingly. In this case, KUNO's claim to payment of the contractual remuneration remains valid in full. Costs incurred by KUNO as a result of delayed or defective fulfilment of the customer's obligations to cooperate must be reimbursed by the customer to an appropriate extent.

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5th Deadlines and dates

5.1 The deadlines and dates specified by KUNO for KUNO services are in each case non-binding planned dates, unless the dates are expressly and in writing specified by KUNO as binding performance dates.

5.2 If KUNO is unable to provide a KUNO service on time (on schedule), KUNO will inform the customer at least in text form (simple e-mail sufficient), explaining the reasons for the delay and the expected duration of the delay. In addition, as far as possible, KUNO shows measures to avoid similar causes of a delay in the future.

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6th Staff | Prohibition of solicitations

6.1 With regard to the personnel of KUNO and the personnel of KUNO service partners who provide KUNO services to the customer, there is no temporary employment. The customer's personnel or representatives may not give instructions to KUNO personnel or KUNO service partner personnel. The staff of KUNO or KUNO service partners may not be integrated into the customer's operational organization by the customer. KUNO decides at its own discretion how and where its resources (including KUNO personnel) are used and plans its provision of services within the framework of the contract (and the respective assignment) in accordance with the agreed content and scope of the KUNO services.

6.2 The contractual cooperation between the parties requires a special relationship of trust between KUNO and the customer, in particular with regard to KUNO services. Therefore, during the initial term and any extended term and in any case for a period of twelve (12) months thereafter, the customer is obliged not to poach away employees of KUNO, employees of KUNO or employees of KUNO service partners as own employees or consultants who were involved in the provision of the KUNO services.

6.3 In the event of a breach of the above obligation, the customer is obliged to pay KUNO a contractual penalty in the amount of the last three gross monthly salaries of the employee concerned. KUNO or the relevant KUNO service partner reserves the right to claim further damage.

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7. Cooperation with qualified third parties

7.1 KUNO is entitled to work with qualified third parties after prior approval by the customer. These include in particular tax advisors, lawyers, as well as other persons subject to comparable professional secrecy, as well as other third parties whose confidentiality is ensured on the basis of an appropriate contractual obligation towards KUNO (”Qualified third parties“). 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 customer agrees to KUNO to make information available to qualified third parties to the extent necessary for the provision of services by this group of persons.

7.3 Insofar as information within the meaning of Section 7.2 is exchanged directly between KUNO and qualified third parties, the customer authorizes KUNO to act on behalf of the customer.

7.4 In particular, the customer is solely responsible for the content of the declarations made by him to KUNO or qualified third parties and for the completeness and accuracy of the data or information exchanged by him with KUNO or with qualified third parties. This also applies in particular to the approval or execution of payments made by the customer to third parties, which may be suggested to the customer by KUNO or by qualified third parties.

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8th Fees | Payment terms

8.1 The customer is obliged to pay KUNO the fees for KUNO services specified in the order (“fees”).

8.2 Unless otherwise stated, the customer is required to make all payments by bank transfer. Payment in full is due within fourteen (14) days after the date the invoice is sent.

8.3 The fees are exclusive of all applicable taxes, duties and duties of any kind, which are to be borne by the customer.

8.4 KUNO reserves the right to subject the fees for KUNO services to an inflation adjustment of five percent (5%) each calendar year. This provision applies for the first time after the end of a contract year from the date of assignment.

8.5 The customer is obliged to reimburse KUNO expenses and other costs that have arisen in connection with the provision of KUNO services after expenses.

8.6 KUNO is entitled to interrupt the performance of KUNO services in accordance with Section 320 BGB by notifying in text form (a simple e-mail is sufficient) if payments are not received by KUNO within fourteen (14) days of their due date.

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9th Duration | Cancellation

9.1 The term of an order starts at the time specified therein.

9.2 Each assignment remains in force for the duration of the original term specified therein (“Initial Term”). Unless otherwise agreed in writing, the initial term is automatically and continuously extended by a further period of time corresponding to the duration of the initial term (one”Extended run time“) 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 extraordinary termination of the assignment for good cause remains unaffected. Such important reason exists in particular if (a) one of the parties materially breaches the order and this breach is not cured within thirty (30) days of receipt of a written notification (a simple e-mail is sufficient) of this breach; (b) the customer is in arrears of payment for more than forty-five (45) days or (c) the customer ceases payments due or a significant deterioration in his financial situation occurs.

9.4 KUNO will store the information provided by the customer as part of the KUNO services for a maximum period of three (3) months after completion of the relevant order and is entitled to finally and irretrievably delete the information after this period has expired. KUNO is entitled to invoice the customer for expenses and activities in connection with the termination of the relevant assignment.

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10th Confidentiality | Customer Information

10.1 The customer and KUNO are aware that they have shared or will share with each other certain business, personal, technical or financial information relating to the business activities of KUNO or the customer (“Confidential Information”). KUNO confidential information includes, but is not limited to, public information relating to the features, functions and performance of KUNO Services. The customer's confidential information includes all non-public data that the customer makes available to KUNO to enable the KUNO services to be performed or that the customer provides while using the KUNO services (”customer data“).

10.2 The customer and KUNO will make reasonable efforts to protect the other party's Confidential Information and not to use or disclose such Confidential Information (other than to provide the KUNO Services or in any other manner permitted under these Terms and Conditions). This does not apply after two (2) years after the disclosure of this information and with regard to information which the customer or KUNO can each prove that (a) is or will be publicly available to the public; or (b) it was already owned by the customer or KUNO before it was received; or (c) this was lawfully made available to the customer or KUNO without restrictions by third parties; or (d) this independently and without the use of sensitive information has been developed; or (e) that it must be disclosed due to legal requirements.

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11th Ownership Rights | Work Outcomes| Brand Names & Logos | Updates | Feedback

11.1 KUNO and its potential contractors are and remain the owners of all property rights, including copyrights, database rights, patents, trade secrets, trademarks and all other intellectual property rights and technical solutions in and in connection with the KUNO Services. The customer acknowledges that the rights granted following an order do not give the customer any ownership rights to the KUNO services.

11.2 The customer receives the non-exclusive, non-sublicensable and non-transferable right to use, reproduce, process and combine them with other work results, programs or materials in accordance with the relevant order, from any work results (“work results”) created by KUNO as part of the assignment. Work results include in particular specifications, evaluations, planning documents, reports and other materials that the customer may receive from KUNO in fulfillment of the contractual services. Work results are prepared by KUNO in accordance with the order and are intended and suitable exclusively for use in accordance with the contract.

11.3 The permitted transfer of work results by the customer to third parties requires the express written consent of KUNO. In particular, the customer is not permitted to rent, sell or otherwise distribute the materials and work results. Third parties within the meaning of this provision are organs, employees, tax consultants and lawyers as well as affiliated companies of the customer. If, on the basis of applicable laws, the customer is obliged to forward the work results to a competent authority or body, the consent of KUNO is not required (e.g. transfer to tax office, employment agency, etc.).

11.4 All rights to customer data and all content, as well as to data based on or derived from customer data or content, remain with the customer. The customer grants KUNO a simple, non-transferable, sub-licensable, spatially and content-unlimited (usage) right to use customer data and content exclusively in connection with the provision of KUNO services. KUNO is not liable for customer data or content.

11.5 The customer agrees that KUNO may refer to the customer in marketing materials, social media marketing measures and on KUNO's website, mentioning the customer's company name, the image of his logo and a brief description. The customer's consent can be withdrawn at any time.

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12th Data protection

12.1 The customer and KUNO will at all times comply with the requirements of applicable data protection law, in particular the GDPR.

12.2 In the event that the provision of KUNO services includes the processing of personal data relating to the customer, KUNO processes this data exclusively as a “processor” on behalf of the customer, who acts as the “controller” for the processing, in each case as defined in applicable data protection law, in particular the GDPR. Insofar as this is required by law, KUNO concludes a written order processing agreement with the customer.

12.3 The processing of personal data by KUNO and by subcontractors commissioned by KUNO is explained in more detail in KUNO's privacy policy, which can be found on KUNO's website.

12.4 The customer is solely responsible for ensuring that the processing of personal data of the customer's employees by KUNO is in accordance with all relevant employment relationships, collective agreements, works agreements and applicable employment law.

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13th Exemption obligation

13.1 Without prejudice to the customer's other contractual or legal liability, the customer is obliged to defend KUNO and any affiliated companies of KUNO, employees and subcontractors as well as suppliers and dealers of KUNO against third-party claims at the customer's expense, and to indemnify KUNO insofar as such claims arise or are asserted as a result of an infringement by the customer or otherwise in connection with the provision of the KUNO services. The customer is obliged to pay in full all costs and claims for damages that are legally determined by a competent court on the basis of such a claim to the detriment of KUNO. A”Affiliated company“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 must immediately inform the customer of a claim from third parties on the basis of which KUNO assumes that it is entitled to demand indemnification from the customer. If KUNO fails to provide such information, this does not release the customer from its obligations under this Section 13, unless failure to provide information significantly impairs the customer's legal defense against such a claim. KUNO can support legal defense at its own expense and at its own discretion, but it is the customer's responsibility to take appropriate defense measures and conduct any settlement negotiations. A settlement that would legally bind KUNO only becomes effective when KUNO has agreed to it in writing; KUNO may not unjustifiably refuse consent, subject to terms and conditions or delay.

13.3 KUNO will defend the customer against third-party claims at its own expense (or, at KUNO's option, settle them comparatively) if, in connection with such claims, it is claimed that the KUNO services infringe or misuse a patent, copyright, trademark right or trade secret of third parties. KUNO will pay all costs and compensation obligations that are legally determined by a competent court as a result of such a claim to the detriment of the customer. If the use of the KUNO services is the subject of such a claim or may become so at KUNO's sole discretion, KUNO may, at its own discretion and expense, (a) replace the relevant KUNO services with functionally equivalent service or technology that does not infringe any rights; (b) obtain a right to continue using the relevant KUNO services by the customer; or (c) immediately cancel the order in full or in part and share fees (from the date of entry into force of termination), which may have been paid in advance for the relevant KUNO services. This obligation on the part of KUNO does not exist: (i) if the KUNO services have been modified by the customer or by a third party within the customer's area of responsibility; (ii) if the KUNO services were combined with other products, applications or processes that are not provided by KUNO, provided that the alleged infringement was caused by such a combination; or (iii) in the event of unauthorized use of the KUNO services. This section 13.3 conclusively regulates the customer's rights with regard to claims arising from an infringement of intellectual property rights and trade secrets of third parties.

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14th Liability limitation

14.1 KUNO is liable without limitation for (a) injury to life, body or health by KUNO, KUNO's legal representatives or vicarious agents; (b) damage caused intentionally or grossly negligently by KUNO, KUNO's legal representatives or executives; (c) damage caused intentionally by KUNO vicarious agents not mentioned in (b) and (d) damage due to the lack of a guarantee texture.

14.2 KUNO is liable for damage resulting from the breach of cardinal obligations by KUNO, KUNO's legal representative, executive employees or vicarious agents. Cardinal obligations are the obligations whose fulfilment enables the order to be carried out properly and on whose compliance the customer regularly trusts and may rely. If the breach of cardinal obligations is due to (a) slight negligence on the part of KUNO, KUNO's legal representative or executive staff or (b) slight or gross negligence on the part of KUNO's vicarious agents not named in (a), KUNO's liability is limited to the amount that was foreseeable for KUNO at the time the respective service was provided.

14.3 Subject to the provisions in clauses 14.1 and 14.2, KUNO is not liable for damage arising from the breach of duties which do not constitute cardinal obligations and which are caused (a) by slight negligence by KUNO, KUNO's legal representatives or executives; or (b) slight or gross negligence by agents of KUNO not named in (a).

14.4 KUNO is only liable for data loss up to an amount that covers the typical recovery costs that would have arisen if the customer had carried out proper and regular data backups.

7.5 Subject to the provision in Section 14.1, KUNO's liability for damages arising from or in connection with an assignment, whether as a result of contract, tort or other reasons, is limited to an amount of one hundred fifty percent (150%) of the sum of the fees under the relevant assignment.

14.6 KUNO's liability beyond the cases regulated in this section 14 is excluded.

14.7 The customer agrees and acknowledges that the KUNO services are essentially based on data and information provided by the customer. As a result, KUNO is not responsible for (a) the accuracy, completeness, integrity and accuracy of the data submitted to KUNO; (b) any conclusions that the customer or a third party draws from the use of the KUNO services; (c) the technical, scientific, legal and commercial feasibility of projects, products and undertakings of the customer or a third party; and (d) the economic and financial viability of the customer's projects, products and undertakings or from a third party.

14.8 Before the customer can claim compensation from KUNO as a result of an alleged poor performance, he is obliged to give KUNO in writing (a simple e-mail is sufficient) the opportunity to correct the alleged poor performance within a reasonable period of time.

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15th Set-off restriction | Restriction of right of withholding

The customer is only entitled to offset claims from KUNO against claims made by KUNO or to assert retention rights if his claims (a) have been legally established; (b) are undisputed; or (c) have been accepted by KUNO.

16th Transmission | Novation

16.1 The customer may not transfer an order without prior written approval from KUNO; a transfer that violates this section 16 is void. KUNO may assign or transfer an assignment and/or all associated rights in whole or in part to third parties at its own discretion.

16.2 At KUNO's request, the customer is obliged to conclude an innovation agreement immediately, but in any case within fourteen (14) days, in an appropriate form specified by KUNO, so that KUNO can exercise the rights in accordance with this Section 16.

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17th Full Agreement | Salvatory Clause | Amendments | Updates

17.1 An assignment, including these terms and conditions, represents the complete agreement between the customer and KUNO with regard to their subject matter of the contract and replaces and excludes all previous written or oral negotiations, regulations, agreements, exercises or agreements between the parties with regard to the subject matter of the contract.

17.2 Should a provision of an order, including these terms and conditions, be or become invalid or void in whole or in part, the effectiveness of the remaining provisions shall not be affected. In this case, the invalid or void provision shall be replaced by a provision which comes closest to what the parties would have agreed in a legally admissible manner in accordance with the spirit and purpose of the original provision and the assignment if they had recognized the ineffectiveness or invalidity of the original provision. If the invalidity or invalidity of a provision is based on a measure of performance or time (deadline or deadline) specified therein, a provision with a legally permissible scope closest to the original scope shall take its place. The above also applies to any loophole in the order, including these terms and conditions, not intended by the parties. It is the express will of the parties that this severance clause does not simply result in a reversal of the burden of proof, but that Section 139 BGB is waived in its entirety.

17.3 Changes or additions to an order must be made in writing (the exchange of simple emails is sufficient). The same applies to agreements to deviate from this written form requirement or to completely waive it.

17.4 KUNO may change and/or update these terms and conditions with effect for an ongoing order if this is necessary for technical, economic or legal reasons. Any such change to these terms and conditions will be announced to the customer in text form (a simple e-mail is sufficient) at least six (6) weeks before its intended entry into force. The customer can agree or object to the change before the date it is intended to take effect. The change is considered accepted by the customer if the customer does not object to the change before the date of its intended entry into force. KUNO will expressly inform the customer of this in the corresponding announcement. With effect for future assignments, KUNO may change and/or update these terms and conditions at any time without notice.

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18th Governing Law | Jurisdiction

18.1 Any assignment and all (contractual or non-contractual) disagreements, disputes or claims arising from or in connection with the assignment or its subject matter or conclusion of the contract are subject to and shall be interpreted in accordance with the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

18.2 The courts in Berlin (Germany) have exclusive jurisdiction to settle contractual or non-contractual disputes or claims arising from or in connection with an assignment or its subject matter or conclusion.

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19th Final provisions

18.1 The person who signs or otherwise accepts an order, including these terms and conditions, for the customer guarantees that he has been duly authorized to complete the order on behalf of the customer through all necessary and appropriate business steps.

19.2 Without prejudice to Section 354a HGB, the customer may not assign his rights or obligations arising from an order and these terms and conditions without the prior written consent of KUNO.

19.3 An assignment does not establish an agency, partnership, holding company or employment relationship, and the customer is not authorized to legally bind KUNO in any way. There is no temporary employment within the meaning of the Temporary Employment Act (AÜG).