GENERAL TERMS AND CONDITIONS (GTC)

1. Scope of Application

1.1 The following General Terms and Conditions apply to all legal transactions conducted by **Uniform Robotics GmbH** within the framework of its service "Uniform-Studio.eu" – hereinafter referred to as the **"Service Provider"** – with its contractual partner – hereinafter referred to as the **"Client."**

1.2 Insofar as individual contractual regulations exist which deviate from or contradict the provisions of these GTC, the individual contractual regulations shall take precedence.

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2. Subject Matter of the Contract

2.1 The contracting parties agree to cooperate in accordance with the specific, individual contractual agreement. The parties do not intend to establish, and this agreement does not constitute, an employment contract.

2.2 The Service Provider shall be solely responsible for social security contributions and tax matters and shall indemnify and hold the Client harmless from any such obligations.

2.3 The Service Provider is free to perform services for other clients.

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3. Formation of the Contract

3.1 The contractual relationship for the services is established when the Client places an order (offer) and the Service Provider accepts it. The Client is bound to its order (offer) for a period of two weeks.

3.2 The subject matter of the contract and the exact task description are specified in the written order.

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4. Contract Duration and Termination

4.1 The contract begins and ends at the individually agreed point in time.

4.2 The contract may be terminated via ordinary notice. In this regard, a notice period of **4 weeks to the end of the month** is agreed.

4.3 Extraordinary termination for good cause is permitted. Good cause exists, for example, if:

- The Client is in default with two consecutive due payments and fails to pay after the expiration of a reasonable grace period. - The Client suffers a deterioration of financial position (insolvency, bankruptcy) after the conclusion of the contract, unless an application for the opening of insolvency proceedings has already been filed.

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5. Scope of Services and Obligations of the Parties

5.1 The services to be provided by the Service Provider generally include the tasks listed in detail in the order placed by the Client.

5.2 The Service Provider shall inform the Client of the results of its activities at periodic intervals. The parties may agree in the contract on a schedule for the provision of services and a planned completion date.

5.3 If the Service Provider is factually unable to perform an order as contractually owed, it must inform the Client immediately.

5.4 The Service Provider shall provide the equipment and personnel required to perform the services, unless the Client provides corresponding equipment or premises, or unless otherwise agreed in the individual contract. The parties shall endeavor, to the best of their knowledge and belief, to support each other in the fulfillment of their respective obligations by providing information, data, or experience to ensure a smooth and efficient workflow for both parties.

5.5 Either party may request changes to the agreed scope of services from the other party in writing. Upon receipt of a change request, the recipient will review whether and under what conditions the change is feasible and notify the applicant of its acceptance or rejection in text form without delay, providing reasons if necessary. If a change request by the Client requires an extensive review, the Service Provider may charge for the review effort upon prior notice, provided the Client insists on the review despite the notice of costs.

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6. Prices and Payment Terms

6.1 Services are due and invoiced at the fixed price specified in the individual contract upon completion, or—if remuneration is agreed on a time-and-materials basis—monthly, unless a different invoicing schedule is agreed upon in the contract.

6.2 Estimated prices provided for services on a time-and-materials basis, particularly in cost estimates, are non-binding. The quantities underlying an estimate are based on an assessment of the scope of services carried out to the best of the Service Provider's knowledge.

6.3 Value Added Tax (VAT) will be invoiced at the rate applicable at the time of performance.

6.4 Invoices are payable upon receipt without deduction. If the invoice amount is not received within 30 days of the invoice date, the Service Provider is entitled to claim default interest. The default interest rate is **8% p.a.** above the base interest rate applicable at the time of calculation.

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7. Liability

7.1 The Service Provider is liable in cases of intent or gross negligence in accordance with statutory provisions. Liability for warranties is independent of fault. For slight negligence, the Service Provider is liable exclusively according to the provisions of the Product Liability Act, for injury to life, limb, or health, or for the breach of essential contractual obligations (cardinal obligations). However, the claim for damages for the slightly negligent breach of essential contractual obligations is limited to the contract-typical, foreseeable damage, unless liability is assumed for injury to life, limb, or health.

7.2 The provision of the preceding paragraph (7.1) extends to damages in addition to performance, damages instead of performance, and reimbursement claims for futile expenses, regardless of the legal ground, including liability for defects, delay, or impossibility.

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8. Jurisdiction

8.1 The business relationship between the parties shall be governed exclusively by **German law**.

8.2 If the Client does not have a general place of jurisdiction in Germany or in another EU member state, the exclusive place of jurisdiction for all disputes arising from this contract shall be our place of business.

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9. Non-Solicitation Clause

9.1 **Non-Solicitation:** The Client undertakes, for the duration of the cooperation and for a period of **15 months** after the termination of the respective employee's employment relationship with Uniform Robotics GmbH, not to solicit, hire, or otherwise employ (directly or indirectly, e.g., via affiliated companies or personnel recruiters) any employees of Uniform Robotics GmbH. This applies in particular to those employees who were involved in project implementation for the Client.

9.2 **Requirement for Written Form:** The above obligation shall not apply if Uniform Robotics GmbH has given its express prior consent to the hiring or employment of the employee in question in **writing**.

9.3 **Contractual Penalty:** For each instance of a culpable breach of this non-solicitation obligation, the Client undertakes to pay a contractual penalty to Uniform Robotics GmbH. The amount of the contractual penalty shall be determined by Uniform Robotics GmbH at its **reasonable discretion** and, in the event of a dispute, shall be reviewed for appropriateness by the competent court (the "Hamburg Model"). As a general guideline for the amount of the penalty, an amount of **€25,000.00** or the gross annual salary of the solicited employee shall apply, unless a higher or lower damage is proven.

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**Validity as of January 1, 2026**

> **Note:** The German version serves as the legal binding version. The English version has been translated (using AI) as closely as possible and serves as an interpretation.

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