GENERAL TERMS AND CONDITIONS OF BUSINESS OF MOVEMANAGEMENT GMBH

Art. 1 Scope of validity of the terms and conditions
1) Movemanagement GmbH provides its services and makes offers exclusively on the basis of these terms and conditions of business. These therefore also apply to all future business relations, even if they have not expressly been agreed again on each occasion. These terms and conditions shall be deemed to have been accepted at the latest upon the customer making use of our services. We hereby dissent to any confirmations to the contrary by the contractual partner, referring to its own terms and conditions of business or purchase.
2) Any deviations from these terms and conditions of business shall only be valid if Movemanagement GmbH confirms them in writing.

Art. 2 Offers and concluding agreements
1) Movemanagement GmbH's offers are subject to change without notice and non-binding. Declarations of acceptance and all orders require to be confirmed by Movemanagement GmbH in writing in order to be legally valid. The same shall apply to any additions, amendments or subsidiary agreements.
2) Movemanagement GmbH's employees and assistants shall not be authorised to conclude any oral subsidiary agreements or give any verbal assurances which extend beyond the content of the written agreement.

Art. 3 Prices
1) In so far as nothing to the contrary has been agreed overleaf, in principle Movemanagement GmbH's respective current general price lists shall apply.
2) Should nothing to the contrary have been agreed, the prices are understood to be exclusive of any ancillary expenses which may be incurred within the scope of the order. in this respect, this shall in particular include any vehicle running costs, parking fees and any outlays incurred in advance instructed by customers or persons conveyed within the scope of the services provided.
3) In so far as not otherwise specified, Movemanagement GmbH shall adhere to the prices contained in its offers for ten days as from the date thereof. The prices specified in Movemanagement GmbH's order confirmation plus the statutory VAT shall be pertinent. Any additional services will be charged for separately.
4) In so far as nothing to the contrary has been agreed, the prices are understood to be exclusive of a flat-rate fee for driving to and from the required location, which is essentially charged in accordance with the effort involved. In that respect, at least half an hour is charged in addition for both driving to the required location and departing from the required point of departure, which will be dependent upon the time tariff agreed.

Art. 4 Cancellations/cancelling part of the services
1) The customer may at any time cancel orders or only make partial use of the services for which orders have been placed. In this case, Movemanagement GmbH shall charge flat-rate cancellation fees amounting to:
- 10% of the agreed price up to 30 days prior to the date of commencement of the order;
- 20% of the agreed price up to 20 days prior to the date of commencement of the order;
- 50% of the agreed price up to 10 days prior to the date of commencement of the order;
- 100% of the agreed price on the date of commencement of the order.
What is pertinent in regard to the time of cancellation is when the cancellation is received by Movemanagement GmbH. In principle, cancellations are accepted during the period between 9 a.m. and 6 p.m., Monday to Friday. Should the cancellation be received later than this, the following working day shall count as the date of cancellation.
2) It shall remain incumbent upon the customer to prove that no losses at all have been incurred to Movemanagement GmbH, or have only been incurred to a considerably lesser extent.

Art. 5 Time of performance/partial services/amendments to services
1) The time of performance shall be in line with the general conditions pertaining to the order and shall be autonomously agreed by Movemanagement GmbH.
2) Movemanagement GmbH shall be entitled to provide partial services.
3) Should it transpire in the course of a project, following commencement of the order, that the services requested or contractually agreed deviate considerably from the existing agreements, Movemanagement GmbH shall be entitled to undertake a price correction in accordance with the general price lists. This may also be done retrospectively, in return for proof of the hours put in.

Art. 6 Payments
1) In so far as nothing to the contrary has been agreed, invoices shall be due for payment within one week of receipt. In accordance with what has been agreed, invoices shall be payable without any deduction by bank transfer to one of the bank accounts specified on the invoice or by crossed check upon delivery.
2) Movemanagement GmbH may request a deposit amounting to 25% of the expected sales volumes prior to commencing services.
3) Movemanagement GmbH shall be entitled, despite any provisions of the contractual partner to the contrary, to firstly offset payments made against earlier amounts owed. In the event of expenses and interest already having been incurred, Movemanagement GmbH shall be entitled to first apply the payment to the expenses, then to interest, and lastly to the principal service.
4) The payment shall only be deemed to have been made once the amount concerned is available to Movemanagement GmbH.
5) Should the contractual partner fall into arrears with payment, Movemanagement GmbH shall be entitled to charge interest on any amounts open on the customer's account as from the date on which the contractual partner does not comply with its payment obligations, and in particular a cheque is not honoured or payments are not made, at the interest rate charged by the commercial banks for outstanding overdrafts.
6) Should the customer cease to trade, or should Movemanagement GmbH become aware of any other circumstances calling into question the creditworthiness of the contractual partner, Movemanagement GmbH shall be entitled to require immediate payment of the outstanding debt. In this case, Movemanagement GmbH shall, in addition, be entitled to request advance payments or collateral security.
7) In the event of arrears, Movemanagement GmbH shall furthermore be entitled to withdraw from any contracts not yet performed.
8) The contractual partner shall only be entitled to offset payments or make retentions or a reduction, even if defects have been notified or counter-claims asserted, once the counter-claims have been established as being legally valid or are indisputable.

Art. 7 Limitation of liability/statute of limitations
1) Any claims for compensation for damage arising from it being impossible to provide the service due to active breach of conditions, culpa in contrahendo or tort shall be out of the question, whether they are directed towards Movemanagement GmbH or its assistants or vicarious agents, in so far as no intentional or grossly negligent conduct is involved.
2) Any clams coming into consideration based on failure on our part to provide our services as agreed need to be received by us in writing within one calendar month of the order being completed by Movemanagement GmbH.
3) Any delays in the provision of services due to Acts of God or based on any events which considerable hamper Movemanagement GmbH's attempts to carry out the work or make it impossible (including, in particular, strikes, lock-outs, official decrees, demonstrations, etc.), even if they occur at the premises of contractors of Movemanagement GmbH or their sub-contractors, shall not be the responsibility of Movemanagement GmbH, even if binding deadlines and dates have been agreed. They shall entitle Movemanagement GmbH to postpone carrying out the service by the duration of the hindrance plus an appropriate lead time or to withdraw from the contract, in full or in part, in regard to the part of the contract not yet fulfilled.
4) In so far as Movemanagement GmbH should be responsible for non-adherence to binding deadlines and dates promised or be behind schedule, the contractual partner shall have a claim to a compensation payment for the delay amounting to a maximum of the net invoice amount relating to the services affected by the delay.
5) Liability for losses which do not concern bodily injury (e.g. pecuniary losses arising as a result of cancelled promotional or concert dates) shall be limited to the amount of EUR 10,000.00.
6) Personal injury is covered by the vehicle third party liability insurance up to a maximum of EUR 8,000,000 per person injured.

Art. 8 Obligation of the contractual partner to co-operate
1) Movemanagement GmbH shall receive from the customer all documents, information and data necessary for carrying out the service plan, in so far as the contractual partner is aware of the requirement. The final and binding version of documents, information and data must be available to Movemanagement GmbH within a reasonable period of time. Movemanagement GmbH shall not be obliged to check the documents, information and data to be handed over, to see that they are free of errors.

Art. 9 Confidentiality
1) Movemanagement GmbH shall not make any information specified as requiring to be kept confidential available to third parties during the currency of the contractual relationship or after it has come to an end, as long as and in so far as this information has not become generally known in any other way or the customer has waived confidential handling of the information concerned in writing. The customer shall have a corresponding obligation towards Movemanagement GmbH.
2) Solely the customer shall be responsible for the legitimacy of use of documents, information and data which the customer hands over to Movemanagement GmbH. Movemanagement GmbH shall not be obliged to check the legitimacy of use. Should any cease and desist claims or claims for compensation for damage be made against Movemanagement GmbH by third parties due to the use of such documents, information and data, the customer shall free and relieve Movemanagement GmbH from any claims.

Art. 10 Warranty
1) Should a service not be provided, or not in accordance with the agreement, the customer may demand a remedy to be found within a reasonable period of time. Movemanagement GmbH shall be entitled to provide a remedy by providing replacement services of an equivalent or higher value. Movemanagement GmbH may, however, refuse to provide a remedy if it would require disproportionate effort.

Art. 11 General provisions
1) The Law of the Federal Republic of Germany shall apply to these business relations and the entire legal relationships between Movemanagement GmbH and the contractual partner.
2) The exclusive place of jurisdiction for all disputes directly or indirectly arising from the contractual relationship shall be Berlin.
3) Should a provision in these general terms and conditions of business or a provision within the scope of any other agreements be invalid, the validity of all the other provisions or agreements shall not be affected thereby. The parties undertake to substitute an invalid provision with a provision which corresponds to their economic aim.