General Terms and Conditions

General Terms and Conditions
of Montega AG

As of: February 2022

1 Scope of Application
1.1 These General Terms and Conditions (“GTC”) apply to contracts between you (“Customer”) and us, Montega AG, Schauenburgerstraße 10, 20095 Hamburg, Germany (“Montega”), represented by the executive board (Alexander Braun and Pierre Gröning), which are signed through our online platform CONNECT www.emittenten.montegaconnect.de (“Platform”).
1.2 Divergent or confliction business conditions of the Customer shall not apply, even if Montega does not expressly contradict their validity.
1.3 Legally relevant declarations and notifications made by the Customer in relation to the contract (e.g. deadline or termination) must be made in writing, i.e. in written or text form (e.g. letter, email, telefax). Legal formalities and additional verification, particularly in the event of doubt as to the legitimacy of the declarant, shall remain unaffected.

2 Precondition for an Assignment to Host an Event
2.1 It is a precondition for the conclusion of a contract to host a virtual or local event through our platform that the Customer is registered for the “Personal Customer Area” and has login data.
2.2 The services on our platform are geared to entrepreneurs. For the purposes of these GTC an entrepreneur is a legal person, who at the time the contract is concluded, is exercising his or her commercial or independent professional activity.

3 Scope of Services
3.1 The Customer can entrust Montega with the organisation, implementation and follow-up of virtual and/or local events in which institutional investors as well as selected press representatives, if requested by the Customer, can participate.
3.2 Montega shall promote the event on the platform and via email within the CONNECT network and inform thereof. If requested, Montega shall make available to the Customer an internet-based registration page for external participants for the term of the contract, which the Customer can use for advertising campaigns.
3.3 In his or her Personal Customer Area, the Customer can see which investors and, if applicable, press representatives are interested and/or registered for the participation in the assigned event. Montega does not guarantee any minimum attendance in the event assigned by the Customer.
3.4 The duration of the event, the number of meetings, the type of implementation (virtually or local) and the number of eligible participants depends on the event assigned by the Customer. The scope of the bookable events is based on the components as shown in the overview on the platform.
3.5 The Customer can choose the venue of a local event in the order form. It is not possible to host a local event at a different venue than the one in the order form.

4 Contract Conclusion
4.1 All information about bookable events on the internet or in brochures, catalogues and/or other materials of Montega are – unless otherwise expressly stated – subject to change with respect to the scope of performance and do not represent a binding offer to conclude a contract with Montega.
4.2 The Customer chooses the respective event package in the Personal Customer Area by clicking on the corresponding button and entering the required personal and business-related data in the order template. To complete the assignment, the Customer must click the button “Auftrag erteilen” / “Submit order” and by doing so makes a binding offer to conclude a contract.
4.3 A contract between the Customer and Montega is only concluded through a separate confirmation of the order by Montega in electronic form. The Customer is requested to regularly check the SPAM file of his or her email account.

5 Customer’s Obligations to Cooperate
5.1 Provided that the Customer places an order for a virtual event, the Customer shall, at his or her own expense, establish the technical conditions required for performance (esp. hardware, internet access, latest browser version, etc.).
5.2 Upon request of Montega, the Customer shall provide Montega, if applicable, with the relevant information and documents from his or her sphere sufficiently in advance of the date of the event and provide more details where necessary.
5.3 The Customer must inform Montega without delay, whenever one or several of the Customer’s representatives signed up for the event cannot participate. In this case, Montega has the right to terminate the contract pursuant to Section 7.

6 Prices and Terms of Payment
6.1 All prices on our platform are net prices plus any value-added tax at the statutory rates.
6.2 Settlement of the assigned event shall be made after completion and termination of the contractual service.
6.3 The full amount on the invoice is due immediately and must be paid immediately upon receipt of the invoice. The cost contribution shall be paid by the Customer by bank transfer to the account indicated in the invoice.
6.4 The Customer is in default of payment if the payment deadline has been exceeded, without any form of prior reminder becoming necessary.
6.5 The Customer shall only be entitled to offsetting or retention rights where his or her claim is uncontested or legally justified.

7 Contract Termination and Cancellation of Events
7.1 Montega reserves the right to terminate this contract at any time, if any provision of this contract is not observed. In particular, Montega is entitled to terminate this contract, if (a) the number of participants for an event is too low or (b) the data and information necessary for the implementation of the event were not provided or (c) the company representatives registered for an event cannot participate or not all can participate.
7.2 The right to extraordinary termination for cause remains unaffected for both parties.
7.3 The customer can cancel booked events at any time. In the event of a cancellation up to one week prior to the date of the event the Customer’s cost contribution is reduced by 50%. The full cost contribution shall be due after this date.

8 Force Majeure
8.1 An event can be cancelled by both parties, provided there is an exceptional occurrence which could not be prevented by Montega even by applying the reasonable care and attention. Such exceptional occurrences are, in particular, natural disasters, interruptions of operations, labour disputes, epidemics, pandemics or the resultant restrictions as well as cyber-attacks or other cases of force majeure.
8.2 In the event of such impossibility of performance both parties shall agree on a reasonable new date for an alternative local or virtual event, “reasonable” implies in principle an alternative date within the next 12 weeks. If the Customer declines the alternative date suggested by Montega, Montega has the right to invoice up to 50% of the cost contribution. This applies in particular to non-recoverable costs incurred by Montega through the planning of the local or virtual event. In this case, the Customer is entitled to prove that Montega has not incurred any costs or that the costs were significantly lower than claimed by Montega.

9 Liability
9.1 Montega is only liable in the event of own negligence or negligence of our legal representatives, executive employees and other vicarious agents and under the conditions laid down below:
9.1.1 Montega shall be liable without limitation for damages caused intentionally or by gross negligence by Montega or their legal representatives, executive employees and other vicarious agents.
9.1.2 In the event of a slightly negligent breach of an obligation on whose compliance the Customer may trust, and which is significant to achieving the purpose of the contract (so-called cardinal obligation), liability of Montega shall be restricted to such damages whose creation is typically to be expected within the context of the relevant performance (so-called foreseeable damage typical of the contract). Liability for damages caused by slight negligence is excluded.
9.2 Liability for malice, personal damage as well as liability under the Product Liability Law shall not be affected by the above provisions.
9.3 In the event of an assignment to host a virtual event, Montega shall not be liable for the security, integrity or availability of networks, other servers, software, or third-party data in the context of malware or access manipulation by third parties. Likewise, liability shall be excluded if the event cannot be accessed through the internet because of technical or other problems which are beyond our control (fault of third parties, culpable conduct by the Customer, misuse).
9.4 Claims for reimbursement by a Customer on the grounds of only temporary disturbances of an event (particularly a virtual event) are excluded.

10 Indemnity
10.1 The Customer is obliged to meet the applicable legal obligations, notably the regulations of the European Market Abuse Directive and the Securities Trading Act.
10.2 Montega is not liable for any damage or loss suffered by third parties because the Customer or one of his or her representatives or employees violates these applicable legal obligations. The Customer shall indemnify Montega from any losses, costs, expenses or demands, including all reasonable legal costs and expenses in relation to claims, suits or proceedings (irrespective of whether or not these suits or proceedings are successful), which Montega incurred due to the fact that the Customer or one of his or her representatives or employees has violated legal obligations.

11 Copyrights and Rights of Use
11.1 Intellectual property of Montega
11.1.1 There will be no transfer of intellectual property rights in the context of these GTC. The rights to existing materials (especially documentation, written works, minutes, event documentation or other works protected by copyright) including its amendments, additions and improvements shall remain with Montega. This also includes the ownership of all business secrets, copyrights and intellectual property rights associated with them.
11.1.2 Montega shall grant the customer a simple, non-transferable right of use that applies to materials handed over by Montega to the Customer, provided these are necessary for the use of the contractual service by the Customer.
11.2 Intellectual property of the Customer
11.2.1 The entire rights, property rights and interests of the Customer existing on the date when this contract becomes effective shall remain the property of the customer. All edits, modifications and developments by Montega to the rights, property rights and interests of the Customer existing on the date when this contract becomes effective are for the Customer’s exclusive use and exploitation to which Montega transfers all rights including unknown types of use.
11.2.2 The Customer shall grant Montega a simple right of use to the data and information submitted to Montega to host the event, which shall be spatially and temporally limited to the term of the contract.

12 Privacy and Confidentiality
12.1 The parties will adhere to the applicable data protection regulations, especially to those which are effective in Germany.
12.2 The provision of the contractual service pursuant to Section 3 involves processing of personal data of the Customer and of other users of the platform (especially investors and press representatives, if applicable). Personal data (e.g. profile data and access to research by participants and/or users of the platform) will be disclosed to the Customer in the context of the performance of the contract. The Customer is committed to maintain strict confidentiality over these data and to use them exclusively for the purpose of this contract.

13 Final Clause
13.1 Montega has the right to entrust the provision of the service to freelancers and to employees of other companies or draw on the support of third parties to provide the service.
13.2 Modifications to this contract shall only be effective in writing. This shall also apply to the modification of the requirement for written form. Pursuant to these GTC, writing requires the written form.
13.3 The applicable law for this contract is that of the Federal Republic of Germany. The exclusive place of jurisdiction for all disputes arising from this contract shall be Hamburg.
13.4 Montega is entitled to cite the Customer with his or her company symbol and company name as a reference customer. However, the Customer may object to this if sufficient reason exists.
13.5 The invalidity of individual provisions of this contract shall not affect the validity of the remaining provisions. In this case, the parties shall undertake to agree on valid provisions that most closely resemble the economic success of the intended provisions. This also applies to filling any gaps in the contract.