GENERAL TERMS AND CONDITIONS

General terms and conditions

for all agency services of

DIE KAVALLERIE GmbH

1. General, Scope, Subject Matter, Definitions

1.1. These General Terms and Conditions (GTC) apply to all business relations and/or orders for agency services concluded between DIE KAVALLERIE GmbH (hereinafter “KAVALLERIE”) and its customers (hereinafter “Customer”).

1.2. The terms “Order, Agency, and Client” are to be understood not in the legal but in the commercial sense. “Order” refers to the contractual relationship irrespective of the contract type; “Agency” refers to the party owing the main performance; “Customer” refers to the party entitled to receive the main performance and obliged to pay the remuneration.

1.3. Unless otherwise agreed, these GTC in the version valid at the time the contract is concluded—or at least the version last communicated to the Customer in text form—shall also apply as a framework agreement to similar future transactions, without the need for express inclusion in each individual case.

1.4. Deviating, conflicting, or supplementary general terms and conditions of the Customer shall only become part of the contract if and insofar as KAVALLERIE has expressly consented to their validity in writing. This requirement of consent applies in any case, particularly if KAVALLERIE, being aware of the Customer’s GTC, executes the order without reservation.

1.5. Individually agreed arrangements with the Customer in a specific case (individual order, agency framework agreement, etc.) shall in all cases take precedence over these GTC. Subject to evidence to the contrary, a written contract or our written confirmation is required as proof of the content of an individual agreement.

1.6. All legally relevant declarations to be made by the Customer to KAVALLERIE after conclusion of the contract (e.g., setting deadlines, notices of defects, etc.) must be in writing to be effective.

2. Formation of Contracts, Changes, Terms

2.1. A Customer’s request for a quotation for agency services generally does not constitute a legally binding offer. Following such a request, KAVALLERIE will submit a written offer (hereinafter the “Offer”). The Customer may accept the Offer in writing or orally within four weeks of receipt. If acceptance is given orally, the Customer must confirm it in writing without delay.

2.2. The scope of the contractually owed services and the remuneration follow from the service description prepared by KAVALLERIE in the Offer. Subsequent changes and/or additions to the contract and/or the scope of services must again be made in writing.

2.3. If no remuneration is contractually specified for a service, the price lists/hourly rates of KAVALLERIE valid at the time of commissioning shall apply. Additional effort by the Agency—particularly due to the Customer’s requests for changes and additions—will be billed as additional effort at the agreed hourly rates, or, failing that, at the price lists valid at the time of commissioning, or, failing that, at the usual remuneration.

2.4. If KAVALLERIE prepares, within five working days after a meeting with the Customer, a meeting record (minutes) that sets out the essential results, these minutes shall become a legally binding working basis for further processing of the joint projects unless the Customer objects in writing within a further three working days. A written briefing prepared by the Customer shall become part of the contract only if and to the extent KAVALLERIE has accepted it in writing as part of the contract. Oral briefings by the Customer shall become part of the contract only if confirmed in writing by KAVALLERIE within one of the aforementioned meeting records.

2.5. Any termination must be in writing. If a Customer terminates an already contractually agreed order prematurely, § 648 of the German Civil Code (BGB) shall apply with regard to KAVALLERIE’s fee claim.

3. Deadlines, Delivery Periods, Customer’s Duties to Cooperate, Force Majeure

3.1. Dates or delivery periods are, as a rule, non-binding guidelines for cooperation. This does not apply if dates are expressly agreed in writing as “fixed.”

3.2. In performing agency services, KAVALLERIE regularly depends on the Customer’s cooperation. The Customer is therefore obliged to provide KAVALLERIE in due time with the information, data, documents, product information, or templates required for performance. Where the Customer provides templates for use in the design of advertising measures, the Customer warrants that it is entitled to hand over and use these templates.

3.3. KAVALLERIE is not liable for delays resulting from the Customer’s failure to perform required cooperation acts or from performing them late.

3.4. The Customer must also ensure that its project-responsible persons are always reachable and authorized to decide. In particular, the Customer’s designated contacts must be authorized to sign/approve with respect to budgets, third-party costs, cost estimates, content/conceptual designs, and other coordination processes. Any limitations on signing authority must be communicated to KAVALLERIE in good time and in writing.

3.5. The Customer shall also bear any damage incurred by KAVALLERIE due to the Customer’s culpably incorrect and/or incomplete information about the project or its execution (e.g., in the briefing) if, as a result, KAVALLERIE must wholly or partly repeat and revise its project work already prepared. Any delay arising therefrom is not attributable to KAVALLERIE.

3.6. If the Customer is in default of acceptance or culpably breaches other duties to cooperate, KAVALLERIE is entitled to claim compensation for the damage incurred, including any additional expenditure. Further claims remain reserved.

3.7. Events of force majeure (e.g., strikes, pandemics, natural disasters, governmental measures) entitle KAVALLERIE to postpone the Customer’s project by the duration of the impairment plus a reasonable ramp-up period. The Customer shall not derive any claim for damages against KAVALLERIE therefrom. This also applies if, as a result, important dates and/or events for the Customer cannot be met and/or do not occur.

4. Subcontractors

4.1. As an advertising agency, it is essential for KAVALLERIE that (partial) services of an order are performed by specialized third parties (e.g., photographers, IT specialists, digital agencies, etc.). KAVALLERIE is therefore entitled to have the contractually owed services performed in whole or in part by third parties as subcontractors. At the time the contract is concluded, KAVALLERIE is not obliged to indicate which components will be performed by third parties. Upon request, KAVALLERIE will provide the Customer with the subcontractor’s contact details.

4.2. The Customer may reject such a third party only if there is good cause related to that third party’s person.

5. Duty to Review in Respect of Competition and Trademark Law

5.1. KAVALLERIE generally has no duty to conduct legal reviews and/or provide legal advice. A review of advertising materials and/or measures created under the order for legal admissibility (e.g., competition, trademark, data protection law) is owed by KAVALLERIE only if this review is expressly part of the contract. In that case, the Customer shall bear the costs incurred (lawyers, authorities, German Patent and Trademark Office, research providers) at market rates, as well as KAVALLERIE’s expenses.

5.2. Unless expressly agreed, KAVALLERIE is not obliged to render agency services in such a way that the work results are protectable and/or registrable under trademark/design/patent law, etc. Likewise, KAVALLERIE is not obliged—but is entitled—to make its work results, creative services, or technical solutions the subject of IP applications.

5.3. KAVALLERIE is furthermore not obliged to verify the factual accuracy of product or service information provided (or approved) by the Customer for the project.

6. Customer Approval

6.1. Before publication, KAVALLERIE shall submit all drafts/concepts/media plans or similar to the Customer for review and approval.

6.2. Upon approval, the Customer assumes legal responsibility for their substantive accuracy and conformity with the contract.

7. Rights of Use in Contractual Services / Pitches / Third-Party Rights

7.1. KAVALLERIE points out that agency services developed under an order are, as intellectual creations, generally protected by copyright or design law. This applies in particular to concepts, layouts, graphics, drawings, texts, photos, films, etc.

7.2. If no order is placed following a pitch or presentation, all services—especially presentation materials and the drafts, works, ideas contained therein—remain the intellectual property of KAVALLERIE. No rights of use are granted to the Customer. The Customer is therefore not entitled to use these materials in any form, to edit them, or to use them as a basis for creating its own materials. If no order is placed, the Customer must promptly return to KAVALLERIE all presentation materials in its possession, and digital data must be deleted without delay. If no order is placed, KAVALLERIE remains free to use the ideas, works, drafts, etc. presented to the Customer for other projects and clients. The passing on of presentation materials and offers to third parties, as well as their publication, reproduction, distribution, or other use by the Customer, obliges the Customer to pay remuneration for the relevant service—based on KAVALLERIE’s offer or, if none exists, on the market-standard remuneration (license analogy).

7.3. If the Customer places an order, the granting of rights of use is primarily governed by contractual agreement between KAVALLERIE and the Customer. In the absence of such an express agreement, the Customer acquires only those rights of use in terms of time, territory, and content that are necessary for the contractual purpose in the advertising materials designed by KAVALLERIE. Prior to full payment of the contractually agreed remuneration, the rights of use in all cases remain with KAVALLERIE.

7.4. Unless otherwise agreed, the Customer is only entitled, with KAVALLERIE’s prior consent, to edit and/or modify the advertising materials designed by KAVALLERIE.

7.5. The onward transfer of the rights of use granted to the Customer to third parties and/or any further exploitation of the rights (in time/territory/content) requires KAVALLERIE’s prior written consent.

7.6. Where rights of use or third-party consents (e.g., personality rights) are required for creating or implementing work results, KAVALLERIE shall—absent contractual arrangements to the contrary—generally obtain such rights/consents only to the extent required in time, territory, and content for the intended advertising measure. Any subsequent claims by such third parties under §§ 32, 32a of the German Copyright Act (“appropriate remuneration”) shall be borne by the Customer. If, for legal and/or economic reasons, it is not possible to obtain third-party rights of use to the extent required for contract performance, KAVALLERIE will inform the Customer. The parties will then endeavor to realize an equivalent alternative concept.

7.7. KAVALLERIE assumes no liability that no third-party rights exist with respect to the work results it delivers.

7.8. KAVALLERIE may appropriately and customarily sign the advertising materials it has developed and may use them for self-promotion on its website, in competitions, or otherwise without time limitation.

7.9. Rights of use for drafts rejected by the Customer or not executed remain with KAVALLERIE. This applies also—and in particular—to services that are not subject to special statutory rights, especially copyright.

8. Use of Artificial Intelligence (AI) / Liability

8.1. The Customer acknowledges that KAVALLERIE uses AI technologies to increase efficiency. These technologies support, among other things, data analysis, campaign optimization, and content creation.

8.2. KAVALLERIE ensures that the use of AI is supervised by qualified personnel and that all work results are carefully reviewed.

8.3. Despite the use of state-of-the-art technologies, the Agency cannot guarantee absolute freedom from errors in work supported by AI. The Agency is liable only for grossly negligent or intentional errors that lead to a specifically proven financial loss.

8.4. For damages arising from the use of AI, the Agency is liable only to the extent that the damage could have been prevented by review or by an alternative execution without AI. Liability is in all cases limited to the typical, foreseeable damage under the contract.

8.5. The Customer further acknowledges that advertising materials generated with the help of AI may not enjoy copyright protection. In such cases, corresponding rights of use cannot be granted to the Customer.

9. Warranty / Liability / Shipment

9.1. KAVALLERIE is liable for intent and gross negligence in accordance with statutory provisions. Liability for defect warranty claims is, however, limited to 12 months from delivery.

9.2. In cases of slight negligence, KAVALLERIE (and its vicarious agents) is liable only if a material contractual obligation (cardinal duty) is breached or in cases of delay or impossibility.

9.3. In the event of liability for slight negligence, such liability of KAVALLERIE and its vicarious agents for breach of duty and tort, as well as for claims for reimbursement of futile expenses, is limited to damage that is foreseeable/typical.

9.4. The foregoing limitations of liability and the shortened warranty period do not apply to the absence of warranted characteristics, cases of fraudulent intent, injury to life, body, or health, legal defects, or liability under the Product Liability Act.

9.5. The Customer cannot assert claims for damages as a consequence of avoidance by KAVALLERIE due to non-culpable mistakes and printing or transmission errors that justify such avoidance.

9.6. Shipment of documents or advertising materials is at the Customer’s own risk. This also applies if shipping occurs within the same locality or is carried out by KAVALLERIE’s employees or vehicles. KAVALLERIE is entitled, but not obliged, to insure deliveries in the name and for the account of the Customer.

10. Acceptance in Contracts for Work

10.1. If KAVALLERIE owes a specific work result, i.e., an individualizable work (e.g., a specific design), the Customer is obliged to accept it. Acceptance is deemed to have occurred if it is neither declared nor refused within seven days after delivery, provided the work result essentially conforms to the contractual agreements.

10.2. If there are material deviations, KAVALLERIE will remedy them within a reasonable period and resubmit the work result for acceptance. Acceptance is in any case deemed to have occurred at the latest upon payment or use of the work.

11. Invoicing / Payment / Subsequent Charges

11.1. The remuneration agreed in the contract applies. KAVALLERIE invoices its services immediately after performance.

11.2. Unless otherwise contractually agreed, payments are due without any deduction within 14 days of invoicing.

11.3. Upon expiry of the above payment period, the Customer is in default. The agreed fee shall bear interest during default at the statutory default interest rate applicable at the time. KAVALLERIE reserves the right to assert further default damages.

11.4. Even in ongoing business relationships, KAVALLERIE is entitled at any time to perform a service wholly or partly only against advance payment.

11.5. If the development of the agreed agency services extends over a longer period, KAVALLERIE may invoice the Customer for installment payments for the partial services already rendered. These partial services need not be in a form usable by the Customer and may exist only as internal working bases on KAVALLERIE’s side.

11.6. All prices are net and subject to statutory VAT.

11.7. Customs duties, fees, and other charges, as well as the Artists’ Social Insurance levy, shall be borne by the Customer, including if subsequently assessed. The Customer is furthermore obliged to indemnify KAVALLERIE against any claims by collecting societies (GEMA, VG Wort, etc.). Both may also occur after termination of the contractual relationship.

11.8. The Customer has a right of set-off only to the extent that its claim is finally adjudicated, undisputed, or acknowledged by KAVALLERIE. The Customer may assert a right of retention only in cases of undisputed or finally adjudicated claims.

12. Travel and Other Costs / Artists’ Social Security Contribution / Fees

12.1. Travel costs will be charged to the Customer as follows: third-party costs (e.g., taxi, rental car): against receipts; time spent: see current hourly rate price list; travel by own car: EUR 0.70/km.

12.2. All other costs—such as legal fees, courier costs, transport costs for preparing and supervising advertising material productions ordered by the Customer—will be charged to the Customer against receipts plus an agency fee of 15%.

12.3. The Customer is informed that, where subcontracting in the artistic or conceptual field is to a natural person, an Artists’ Social Insurance contribution must be paid to the Artists’ Social Welfare Fund (Künstlersozialkasse). This contribution may not be deducted by the Customer from the fee invoice but must be reimbursed in addition. The Customer is furthermore obliged to indemnify KAVALLERIE against any existing claims by collecting societies (GEMA, VG Wort, etc.). Both may also occur after termination of the contractual relationship.

12.4. KAVALLERIE is entitled, but not obliged, to award all third-party services necessary for fulfilling the order in the name and for the account of the Customer.

13. Final Provisions

13.1. For all disputes arising from the contractual relationship, if the Customer is a merchant, a legal entity under public law, or a special fund under public law, legal action shall be brought before the court having jurisdiction over KAVALLERIE’s registered office. KAVALLERIE is also entitled to bring action at the Customer’s principal place of business.

13.2. Only the law of the Federal Republic of Germany applies, excluding the provisions of international private law.

Stuttgart, 10 December 2025