Terms & Conditions

1. Scope, Order of Precedence, Definitions

(1) These General Terms and Conditions (GTC) apply to all contracts between ALPHA POOL GmbH (ALPHA POOL) and its customers concerning services of ALPHA POOL, including the Customer Account and orders in the shop, Potential Analyses and access to Directories, even if these are free of charge, as well as call-offs and follow-up orders, even if no further reference is made to these GTC in subsequent contracts.

(2) The services of ALPHA POOL are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. The Customer confirms this by placing its order. ALPHA POOL may request evidence.

(3) The Customer's terms and conditions do not apply, even if ALPHA POOL does not object to them or performs services in the knowledge of them.

(4) The following order of precedence applies: a) individually negotiated agreements (Section 305b BGB), b) the Service Specification, c) a framework or individual contract, d) the annexes in Part II for the respective service, e) this Part I, f) the Price List. The specific provision takes precedence over the general provision.

(5) Definitions: Service Specification means any document that specifies the service, remuneration and term, in particular an offer, an order confirmation, an order in the shop together with the service description on the product page, and attachments to a contract. Text form means the form under Section 126b BGB; an e-mail is sufficient. Working Days are Monday to Friday, excluding public holidays in Berlin. Affiliated companies are companies within the meaning of Section 15 of the German Stock Corporation Act (AktG). Partners and Retailers are defined in Clause 4 para. 3 and Clause 5 para. 2.

(6) Contracts under which ALPHA POOL procures services from third parties or cooperates with partners are governed by the Purchasing and Partner Terms and Conditions of ALPHA POOL, even if reference is made to these GTC.

2. Role and Services

(1) ALPHA POOL provides services to customers in marketing and communications, talents, sales and eCommerce, in particular analysis, strategy and tactics, selection of channels and service providers, management, performance measurement and optimisation. Only what the Service Specification describes is owed.

(2) ALPHA POOL renders consulting, management, brokerage and coordination services as services (Dienstleistungen). A specific economic result, in particular revenue, listing, reach, placement, ranking or the conclusion of a contract, is not owed unless the Service Specification expressly designates it as a guarantee. ALPHA POOL owes work performance (Werkleistungen) only to the extent that the Service Specification describes a specific work result as owed. Annex A applies to such work performance.

(3) ALPHA POOL may use its own employees, freelancers, affiliated companies and other third parties to perform the services and may commission third-party services in its own name. There is no entitlement to specific persons. If the Service Specification provides that ALPHA POOL commissions third parties in the name and for the account of the Customer, ALPHA POOL is authorised to do so. The contract is then concluded between the Customer and the third party, the third party's terms apply, and ALPHA POOL owes the careful selection and coordination, not the third party's performance. ALPHA POOL may replace third parties it uses insofar as the purpose of the service is not materially impaired. The naming, coordination or involvement of third parties with whom the Customer concludes its own contract does not give rise to any performance obligation of ALPHA POOL for their services. If ALPHA POOL involves third-party services, the third party's terms regarding rights of use, cancellation and delivery times also apply in relation to the Customer insofar as ALPHA POOL has notified the Customer of them in advance in text form. Clause 23 applies to liability.

(4) ALPHA POOL and IDEAL-ALPHA GmbH (IDEAL ALPHA) work together for their customers with distributed roles. IDEAL ALPHA operates the IDEAL360 platform, sells the Customer's goods to end customers in its own name as Merchant of Record and provides logistics, marketplace connection and service towards end customers. ALPHA POOL provides strategy, marketing and communications, talents, sales and eCommerce services and selects and manages service providers. ALPHA POOL is the Customer's central point of contact and coordinates the services of both companies. Each of the two companies may also offer and broker the services of the other, and they remunerate each other for this. Such remuneration remains with the respective company; Clause 7 para. 2 applies accordingly.

(5) IDEAL ALPHA is a legally independent company. It provides its services on the basis of a separate contract with the Customer under its own terms and conditions. In this respect, ALPHA POOL is neither a contracting party nor a vicarious agent and is not liable for these services. The Customer addresses terminations, notices of defects and objections relating to contracts with IDEAL ALPHA to IDEAL ALPHA. ALPHA POOL does not become the seller vis-à-vis end customers, does not accept end-customer payments in its own name and does not provide payment services.

(6) ALPHA POOL does not provide legal, tax, investment, financing or credit advice and does not broker loans, capital investments or financial instruments. Where such matters are concerned, ALPHA POOL merely establishes contact with third parties holding the required authorisation.

3. Conclusion of Contract

(1) Depictions of services and prices in the shop, on the website, in presentations, catalogues and the Price List do not constitute an offer but an invitation to submit an enquiry or order.

(2) Offer and acceptance: An offer by ALPHA POOL in text form, for example as a Word or PDF document, by e-mail or for electronic signature, is binding for the period stated therein, otherwise for seven calendar days. The contract is concluded when the Customer signs, electronically signs or accepts the offer in text form within that period. A late or deviating acceptance constitutes a new offer, which ALPHA POOL may accept by confirmation in text form or by commencing performance.

(3) Order in the shop: By submitting the order, the Customer makes a binding offer by which it is bound for seven calendar days. ALPHA POOL confirms receipt without undue delay by e-mail. This confirmation of receipt does not constitute acceptance. The contract is concluded by an order confirmation in text form or by commencement of performance. ALPHA POOL may reject orders without giving reasons. Before submitting the order, the Customer can check and correct its entries. The Customer receives the order, the service description and the GTC in text form; the GTC can also be accessed and saved at www.alphapool.com/en/Information/Terms-Conditions/.

(4) A simple or advanced electronic signature is sufficient. Text form is sufficient for declarations under the contract unless the law mandatorily requires otherwise.

(5) Any person ordering or accepting on behalf of the Customer represents that they are authorised to do so. The Customer ensures that the e-mail address it has provided is correct and that e-mails from ALPHA POOL can be received.

(6) Customer Account: By setting up a customer account in the shop (Customer Account), the Customer accepts these GTC as a framework agreement for all contracts it subsequently concludes with ALPHA POOL, including by e-mail and outside the shop. If a later Service Specification refers to a more recent version, the more recent version applies to that contract. Annex G applies to the Customer Account.

(7) If the Customer, without a Customer Account, for example by e-mail or in conversation, requests a Potential Analysis, proposals for Partners or talents or access to a Directory, even free of charge, these GTC including Annex G apply to it if ALPHA POOL has referred to them in text form before performing the service.

4. Brokerage Commission

ALPHA POOL's services are based substantially on its network of retailers, service providers, media, talents and other partners built up over many years. The connections that ALPHA POOL establishes are part of its services and therefore enjoy special protection. They are remunerated in accordance with this Clause, even if the connection was not the subject of the order or served another purpose.

(1) If ALPHA POOL establishes a connection between the Customer and a Partner (Connection), ALPHA POOL receives from the Customer a commission on the Revenue that the Customer generates from transactions with that Partner which correspond in nature to the occasion of the Connection, including follow-up, repeat and expansion transactions. This also applies if ALPHA POOL is not further involved in the transaction.

(2) In addition to paragraph 1, ALPHA POOL also receives the commission on Revenue from all other transactions of the Customer with the Partner, irrespective of the business area, the project and the purpose. This paragraph is an independent provision. If it is invalid in whole or in part, paragraph 1 remains unaffected.

(3) Partners are all companies and persons with whom ALPHA POOL brings the Customer into contact, in particular retailers and other buyers, service providers, producers, suppliers, agencies, media, platforms, licensing and cooperation partners as well as other customers of ALPHA POOL. Annex D applies to talents.

(4) A Connection is established when ALPHA POOL names or introduces the Partner to the Customer in text form, transmits contact details or an offer, arranges a meeting or involves the Partner in a project of the Customer. If the Customer already had a business relationship with the Partner, it notifies ALPHA POOL of this in text form within ten Working Days and provides evidence. If such notification is not made, it is presumed that ALPHA POOL established the Connection. ALPHA POOL points out this consequence when establishing the Connection.

(5) Revenue means all consideration in money or money's worth that the Customer or a company affiliated with it receives for its own goods or services, in particular purchase prices, fees, licence fees, rents and leases, revenue shares and benefits in kind, in each case excluding value added tax.

(6) Commission arises on Revenue from transactions concluded within 36 months after the Connection was established, including their renewals, as soon as the Customer generates the Revenue. For transactions with Retailers, Clauses 5 and 6 take precedence insofar as they go further.

(7) The amount of the commission is set out in the Service Specification. If the Service Specification contains no provision, the rate of the Price List in the version valid at the time the Connection was established applies to transactions in goods and services, and the commission customary for transactions of that kind applies to all other transactions. For transactions executed during a Merchant of Record agreement between the Customer and IDEAL-ALPHA GmbH, the reduced rate set out in the Price List for such transactions applies.

(8) No commission under this Clause arises on remuneration paid to ALPHA POOL itself or on transactions for whose brokerage the Service Specification provides separate remuneration. This Clause does not apply to loans, financing, equity investments and financial investments. Remuneration for these requires a separate agreement.

(9) The commission under this Clause lapses insofar as the Customer proves that the transaction would have come about without the Connection. Sentence 1 does not apply to commission under Clause 6. ALPHA POOL receives the commission only once for the same transaction.

(10) Arrangements that frustrate or reduce the claim to commission, in particular through affiliated companies, shareholders, newly founded companies, third parties or deviating contractual structures, leave the claim unaffected. The commission is then calculated as if the transaction had been concluded directly.

(11) If the Customer or a company affiliated with it hires as an employee, within twelve months after the last assignment, a person who worked for the Customer as an employee of ALPHA POOL, this is deemed a recruitment placement by ALPHA POOL. The Customer owes the recruitment fee set out in the Price List for this. Freelancers are Partners within the meaning of paragraph 3.

(12) If the Customer or a company affiliated with it engages a third party that ALPHA POOL has used to perform services for the Customer, directly or via third parties, within 24 months after that third party's last assignment, it owes ALPHA POOL a brokerage fee in the amount of the brokerage commission set out in the Price List on the net fee paid to the third party. The fee lapses insofar as the Customer proves that it would have engaged the third party even without its assignment by ALPHA POOL, in particular because it already had a business relationship with it beforehand. ALPHA POOL receives only one brokerage fee in total for the same engagement. Annex D applies to talents.

5. Commercial Agency

(1) If ALPHA POOL brokers or initiates transactions for the Customer, ALPHA POOL acts as an independent intermediary. If ALPHA POOL is engaged for sales to Retailers, ALPHA POOL is, from the time of the engagement, continuously entrusted with brokering transactions with Retailers and, to that extent, is a commercial agent within the meaning of Sections 84 et seq. of the German Commercial Code (HGB) (hereinafter “Mandate”). The Mandate is of indefinite duration and independent of the term of individual packages. It ends only by termination in accordance with Clause 19.

(2) Retailers within the meaning of these GTC are wholesalers and retailers, distributors, online retailers and marketplace operators, insofar as they buy for their own account, as well as their purchasing organisations.

(3) ALPHA POOL does not act exclusively. There is no non-compete obligation. ALPHA POOL may also act for competitors of the Customer and vis-à-vis the same Retailers. Within the scope of the Mandate, ALPHA POOL safeguards the interests of the Customer with the care of a prudent businessperson (Section 86 HGB). ALPHA POOL determines the type and scope of its activities within the framework of the Service Specification.

(4) ALPHA POOL has no authority to conclude contracts. The Customer concludes the contracts with Retailers. ALPHA POOL negotiates within the prices and conditions specified by the Customer in text form.

(5) For the duration of the Mandate, ALPHA POOL is assigned the following group of customers (Customer Group, Section 87 para. 2 HGB):

a) the target retailers named in the Service Specification and the Retailers on a target retailer list approved by the Customer in text form (Target Retailer List, also Hunting List), including later approved versions, and

b) every Retailer that ALPHA POOL has approached for the Customer in text form during the Mandate,

in each case including the companies affiliated with it. ALPHA POOL provides evidence of the approach under letter b upon request. ALPHA POOL may send the Customer the Customer Group as a list in text form at any time, for example quarterly. The list is deemed confirmed if the Customer does not object in text form within 14 calendar days. ALPHA POOL points out this consequence when sending the list. Retailers missing from the list continue to belong to the Customer Group if ALPHA POOL proves the approach. If no list is sent, the Customer Group remains unaffected. If the Customer uses further intermediaries or its own employees for Retailers of the Customer Group, it informs ALPHA POOL of this. The claim under Clause 6 para. 1 letter c remains unaffected.

(6) Existing Retailers are excluded from the Customer Group. Existing Retailers are only Retailers that the Customer designates as such in text form before the start of performance or, for Retailers on a Target Retailer List, at the latest upon its approval, and with which it has demonstrably generated revenue in the twelve months prior to the designation. Transactions with Existing Retailers that are attributable to the activities of ALPHA POOL, in particular for new products, countries or sales channels, remain subject to commission.

6. Commission on Retail Transactions

(1) In addition to Clause 4, ALPHA POOL receives commission on all transactions of the Customer with Retailers

a) that are attributable to the activities of ALPHA POOL,

b) with Retailers that ALPHA POOL has acquired for transactions of the same kind, in particular repeat orders, and

c) during the Mandate, with all Retailers of the assigned Customer Group under Clause 5 para. 5 concerning products of the brands for which the Mandate exists, including new products of these brands, even without the involvement of ALPHA POOL.

(2) The commission is payable irrespective of whether the Customer, a company affiliated with it, a legal successor, IDEAL-ALPHA GmbH as Merchant of Record or any other third party delivers to or invoices the Retailer, and irrespective of the sales channel through which the Retailer orders.

(3) Notwithstanding Clause 4 para. 5, the basis of assessment is the net invoice amount to the Retailer excluding value added tax, before deduction of advertising cost subsidies, listing and placement fees, bonuses, rebates, cash discounts and other conditions, irrespective of whether these are deducted on the invoice, paid separately or set off. Only credit notes for goods actually taken back are deducted.

(4) The amount of the commission is set out in the Service Specification, otherwise in the Price List in the version valid at the time of the engagement. For transactions executed during a Merchant of Record agreement between the Customer and IDEAL-ALPHA GmbH, the reduced rate set out in the Price List for such transactions applies.

(5) The claim arises as soon as the Customer has executed the transaction, at the latest when the Retailer has performed. It lapses only insofar as it is established that the Retailer will not perform, or insofar as the Customer does not execute the transaction for reasons for which it is not responsible (Section 87a paras. 2 and 3 HGB). The Customer is responsible for a lack of delivery capability and for its own range and pricing decisions.

(6) After the end of the Mandate, ALPHA POOL receives commission

a) under Section 87 para. 3 HGB, and

b) for five years on transactions concerning products of the brands for which the Mandate existed, including new products of these brands, with Retailers with which a transaction subject to commission was concluded during the Mandate, but on transactions with Existing Retailers only to the extent of Clause 5 para. 6 sentence 3. In the first two years after the end of the Mandate, the full commission rate applies, and in the third to fifth years half of it, and

c) on transactions concerning products of the brands for which the Mandate existed, including new products of these brands, with Retailers of the Customer Group with which ALPHA POOL held discussions documented in text form during the Mandate, if these transactions are concluded within 24 months after the end of the Mandate or relate to a listing or season period discussed during the Mandate. They are deemed to have been predominantly prepared by ALPHA POOL (Section 87 para. 3 HGB) unless the Customer proves otherwise.

If a transaction falls under more than one letter, the commission arises only once, under the letter more favourable to ALPHA POOL. The compensation claim under Section 89b HGB remains unaffected.

(7) If ALPHA POOL brokers a transaction with a Retailer without a Mandate, paragraph 1 letters a and b and paragraphs 2 to 5 apply accordingly, paragraph 1 letter b for transactions concluded within 36 months after the first transaction. Otherwise, Clause 4 applies.

(8) If the Customer transfers brands, product lines, distribution rights or its business in whole or in part to third parties, or grants third parties licences or distribution rights, while commission may still arise under this Clause, it obliges the third party in text form to assume vis-à-vis ALPHA POOL the obligations under this Clause and under Clauses 8 and 9 for the third party's transactions with Retailers, and provides ALPHA POOL with evidence of this. Until such evidence is provided, the Customer is liable for the commission on these transactions. If the evidence is not provided within three months after the transfer, the Customer owes, instead of this commission, a buy-out amount equal to two annual commissions. Annual commission is the annual average of the commissions on the transferred brands, product lines or rights in the two years prior to the transfer or, if the cooperation lasted for a shorter period, the average for that period extrapolated to twelve months. The Customer may prove that the commission on the third party's transactions would have been substantially lower.

7. Own Business Relationships and Remuneration

(1) ALPHA POOL works with service providers, producers, media, platforms and partners with whom ALPHA POOL also maintains its own business relationships independently of the order, and may select and use them for the Customer. ALPHA POOL owes a careful selection, not a tender and not the selection of the cheapest provider.

(2) Remuneration from these business relationships, in particular commissions, agency commissions, discounts, rebates, bonuses and free services, remains with ALPHA POOL. In this respect, the Customer has no claim to surrender, information or crediting.

(3) In connection with a transaction of the Customer, ALPHA POOL may also act for the Customer's business partner and receive remuneration from both sides, in particular commissions from Partners on their revenue from transactions with the Customer, even if ALPHA POOL is involved in the transaction or is remunerated by the Customer. This does not apply to remuneration paid by Retailers for supply transactions with the Customer, in particular listing premiums and commissions. Agency commissions from retail media networks for media booked by the Customer remain permissible.

(4) For the same transaction, ALPHA POOL and IDEAL ALPHA together charge only one brokerage or sales fee. If IDEAL ALPHA charges a sales or network fee for it, this fee is credited against the commission under Clause 4 or 6. Remuneration of IDEAL ALPHA for Merchant of Record, IDEAL360, logistics, service and other own services is not a sales fee and is not credited.

8. Notification, Statement, Information

(1) The Customer notifies ALPHA POOL in text form within ten calendar days of:

a) every transaction for which commission may arise under Clause 4 or 6,

b) every transaction with a Partner under Clause 4 from which the Partner generates revenue,

c) the acceptance, rejection or non-execution of a transaction brokered by ALPHA POOL.

Upon request, it provides a copy of the contract or the order.

(2) The Customer accounts for the commission monthly by the 20th of the following month, per Retailer or Partner, stating invoice number, date, net amount, conditions and credit notes. The commission is due on the last day of the month in which the statement is to be provided. ALPHA POOL invoices it on the basis of the statement.

(3) ALPHA POOL may demand a book extract of all transactions subject to commission (Section 87c para. 2 HGB, applied accordingly to transactions under Clause 4), which the Customer submits within two weeks, as well as information and supporting documents. If there are justified doubts about the statement or the book extract, ALPHA POOL may demand inspection of the business records by a certified public auditor or a sworn accounting expert (Section 87c para. 4 HGB). If the inspection shows that the commission accounted for the inspected period was more than 3% too low, the Customer bears the costs of the inspection.

(4) For transactions under paragraph 1 letter b, notification is sufficient. Upon request, the Customer confirms the net remuneration paid to the Partner.

(5) The obligations under this Clause continue as long as commission may arise under Clause 4 or 6.

(6) Claims to commission do not become time-barred before the end of three years after the end of the year in which ALPHA POOL received the complete statement or the book extract. Irrespective of this, they become time-barred at the latest ten years after they arose.

9. Contractual Penalty

(1) If the Customer culpably breaches its obligations under Clause 8, it incurs a contractual penalty for each transaction that it fails to report or account for, or reports or accounts for incompletely or incorrectly, and for each refusal to grant a book extract, information or inspection. ALPHA POOL determines the amount at its reasonable discretion, taking into account the severity of the breach and the amount of the commission concerned. In the event of a dispute, the amount is reviewed by the competent court. Several breaches based on the same cause involving simple negligence are deemed to be one breach. If the Customer corrects an error caused by simple negligence in a notification or statement within 30 calendar days after being requested to do so by ALPHA POOL and pays the missing commission, the contractual penalty for this error lapses, unless ALPHA POOL has already objected to a similar error.

(2) The same applies if the Customer, contrary to Clause 22, uses concepts, presentations or other work results of ALPHA POOL without remuneration or has them implemented by third parties.

(3) The contractual penalty is credited against any claim for damages. The claim to commission remains unaffected.

10. Prices and Price List

(1) The remuneration is set out in the Service Specification. Insofar as the Service Specification contains no provision, the Price List of ALPHA POOL (available at www.alphapool.com/en/Information/Price-List/) in the version valid at the time of the engagement applies. For call-offs and additional services, the version valid at the time of the call-off applies.

(2) All prices are in euros and net, plus statutory value added tax.

(3) Clause 14 paras. 5 and 6 apply to the adjustment of prices in ongoing contracts.

11. Payment

(1) ALPHA POOL works against advance payment. Unless the Service Specification provides otherwise, ALPHA POOL invoices the package price, the flat fee or a payment on account up to the amount of the pre-calculated effort upon conclusion of the contract and commences performance after receipt of payment. Agreed periods and deadlines only begin upon receipt of payment.

(2) Recurring remuneration, in particular retainers, flat fees and Base Fees, is payable monthly in advance.

(3) The Customer pays media budgets as well as costs for talents, productions, events, travel and other third-party services before ALPHA POOL commissions the third party. ALPHA POOL neither performs nor pays in advance.

(4) ALPHA POOL invoices services charged on an effort basis monthly with a timesheet (Clause 12). Payments on account already made are credited.

(5) Invoices are payable without deduction within ten calendar days of the invoice date. Upon expiry of this period, the Customer is in default without a reminder. ALPHA POOL may transmit invoices electronically.

(6) In the event of default, the Customer owes default interest at nine percentage points above the base interest rate and the lump sum under Section 288 para. 5 BGB. Further claims remain unaffected.

(7) If the Customer is in default with a payment, ALPHA POOL may, after notice in text form, withhold the services under all contracts with the Customer until full settlement, in particular pause campaigns and suspend engagements of third parties. Deadlines are postponed accordingly. The Customer bears the consequences of the withholding.

(8) The Customer may only set off claims that are undisputed or have been finally established by a court, as well as claims that are in a reciprocal relationship with ALPHA POOL's claim. The Customer has a right of retention only under the same contract.

(9) Payments are made without deduction of taxes, fees and other amounts. If the Customer is required to withhold taxes, the payment increases, to the extent legally permissible, so that ALPHA POOL receives the full invoice amount. The Customer bears its own bank and currency charges.

(10) Items delivered by ALPHA POOL remain the property of ALPHA POOL until full payment of all claims arising from the business relationship. Until then, the Customer may neither pledge them nor transfer them by way of security.

12. Effort and Timesheet

(1) Unless remuneration is on a flat-rate or performance-related basis, ALPHA POOL charges the actual effort at the hourly rate of the person performing the work, per commenced 15 minutes. Project management, alignment, meetings, reporting and coordination of third parties count as effort.

(2) ALPHA POOL sends a timesheet with the invoice stating the date, person or level, activity and duration. It is deemed accepted if the Customer does not object in text form, specifying the disputed items, within 14 days of receipt. ALPHA POOL points out this consequence with the timesheet. Undisputed items remain due.

(3) Pre-calculated efforts, budgets and cost estimates are calculations, not fixed prices. Fixed prices apply only if they are expressly designated as a fixed price or package price in the Service Specification. They cover only the services described there.

(4) If it becomes apparent that a pre-calculated effort will be substantially exceeded, ALPHA POOL informs the Customer in text form. ALPHA POOL may interrupt the work until the increased budget is approved. Effort already rendered is to be remunerated.

(5) Agreed hour quotas apply to the respective period. Unused hours expire at the end of that period and are neither carried over nor refunded. Effort exceeding the quota is charged in accordance with paragraph 1.

13. Surcharges, Travel Time, Travel Expenses

(1) The hourly rates apply to services rendered Monday to Friday from 9 a.m. to 6 p.m. German time, excluding public holidays in Berlin or at the place of performance as well as 24 and 31 December (Regular Working Hours). ALPHA POOL renders services outside Regular Working Hours by agreement or where appointments, deadlines, events, publications or delays for which the Customer is responsible require this.

(2) For services outside Regular Working Hours and for additional hours worked on one day, the hourly rate of the respective person increases by the surcharges set out in the Price List. If several surcharges coincide, only the highest applies. Surcharges do not apply insofar as the Service Specification provides daily rates or flat fees for such assignments.

(3) Meetings take place digitally unless otherwise agreed. Travel time is working time and is charged at the hourly rate of the travelling person without surcharges, from departure until arrival at the destination and back. On-site meetings are charged at a minimum of four hours plus travel time.

(4) The Customer reimburses travel expenses against receipts: flights in business class, train journeys in first class, hotels with at least four stars superior, taxis and rental cars of the business category. Journeys by car are charged at the mileage allowance set out in the Price List, including fuel, plus parking, toll and other directly incurred costs. Meals are reimbursed against receipts. Costs of rebookings and cancellations initiated by the Customer are borne by the Customer. Where high travel expenses are foreseeable, ALPHA POOL may request advance payment.

14. Packages, Base Fee, Budget, Costs, Price Adjustment

(1) Packages comprise the services specified in the service description of the package at the package price. Further services are charged in accordance with Clause 12.

(2) If a package or Service Specification provides for a fixed remuneration in addition to a commission (Base Fee, also referred to as Downpayment), this is consideration for the sales and brokerage services rendered and not an advance. It is non-refundable, even if no commission or a lower commission arises. It is credited against the commissions for the period for which it is paid. The period is determined by the Service Specification; otherwise, the month of performance applies. If the commission exceeds the Base Fee, the Customer pays the difference. There is no carry-over to other periods.

(3) Within an approved total budget, ALPHA POOL may shift funds between channels, measures and service providers without individual approval, provided that the total budget is not exceeded.

(4) In addition to the remuneration, the Customer bears the following, unless expressly included in the price: the artists' social security levy (Künstlersozialabgabe), remuneration to collecting societies such as GEMA, rights of use and buy-outs of third parties, customs duties, taxes and levies including withholding taxes under Section 50a of the German Income Tax Act (EStG), fees of media, platforms, marketplaces and payment service providers, as well as travel expenses under Clause 13. ALPHA POOL charges third-party services that it commissions for the Customer at the prices set out in the Service Specification, otherwise at the prices charged by the third party.

(5) If providers of production, media, platform, software, logistics or talent services that ALPHA POOL procures for the Customer increase their prices vis-à-vis ALPHA POOL for ongoing services, the affected prices increase by the same amount one month after notification in text form. Reductions are passed on in the same way.

(6) In ongoing contracts, ALPHA POOL may adjust hourly rates and flat fees once per calendar year at its reasonable discretion, insofar as personnel and material costs have changed since the conclusion of the contract or the last adjustment. Cost reductions are taken into account in the same way. The adjustment is notified in text form with six weeks' notice. If it exceeds 10% of the affected price, the Customer may terminate the affected contract within 14 days of receipt of the notification with effect from the date on which the adjustment takes effect. Periods already paid remain unaffected.

15. Cooperation and Delay

(1) The Customer provides ALPHA POOL in good time, completely, correctly and free of charge with all information, documents, data, content, access rights, products and samples required for the services, grants approvals on time and appoints contact persons with decision-making authority. The same applies vis-à-vis third parties that ALPHA POOL or the Customer uses for the services and vis-à-vis IDEAL-ALPHA GmbH.

(2) The Customer's cooperation is a prerequisite for the services. Performance periods only begin once the details of execution have been clarified, the required cooperation has been provided and payment under Clause 11 para. 1 has been received.

(3) If performance is delayed for reasons for which the Customer is responsible or due to force majeure, performance periods are extended by the duration of the delay plus a reasonable period for resumption. The Customer is responsible for delays caused by third parties it has engaged, in particular agencies, producers and shipping service providers. The Customer bears the consequences for appointments with media, talents, platforms and other third parties, including the costs of new appointments. Force majeure means events beyond the control of both parties, in particular natural events, epidemics, war, general strikes, general official measures, cyber attacks and failures of platforms, telecommunications and energy suppliers. Circumstances within the Customer's sphere, in particular at its suppliers, products, accounts and service providers, or official measures against the Customer, are not force majeure. Paragraphs 4 and 5 apply to them. If force majeure lasts longer than three months, either party may terminate the affected order. Services rendered and third-party costs remain owed.

(4) Additional effort, waiting times and planned capacity that ALPHA POOL cannot use elsewhere, arising from delays, incomplete or defective deliveries, rework or replanning for reasons within the Customer's sphere, are remunerated by the Customer in accordance with Clause 12, including in the case of fixed prices and packages.

(5) If a project is suspended for more than four weeks for reasons for which the Customer is responsible, ALPHA POOL may invoice the services rendered and costs incurred up to that point, pro rata in the case of fixed prices and packages, and deploy the planned persons elsewhere. Recurring remuneration under Clause 11 para. 2 remains owed. ALPHA POOL may also set the Customer a period of 14 calendar days in text form to resume the project and point out that the project will be deemed cancelled if the period expires without result. Upon expiry of the period, the project is deemed cancelled by the Customer, and the remuneration is determined in accordance with Clause 18 para. 2.

(6) The rights of ALPHA POOL in the event of the Customer's default of acceptance (Sections 615, 642 BGB) remain unaffected.

16. Deadlines and Changes

(1) The parties work according to a project plan. Dates and deadlines are only binding if they are expressly designated as binding in the Service Specification. Other dates are planning values. Binding dates are also postponed in accordance with Clause 11 para. 1 and Clause 15 paras. 2 and 3.

(2) If ALPHA POOL fails to meet a binding date, the Customer sets a reasonable grace period in text form. Default occurs only upon its expiry.

(3) The Customer may request changes to content, scope and schedule as well as further services in text form. Call-offs by the legal representatives or the contact persons named in the Service Specification are sufficient; a separate order is not required. ALPHA POOL may refuse changes that are unreasonable for ALPHA POOL, in particular for reasons of capacity.

(4) Additional effort and time consequences of changes are borne by the Customer and charged in accordance with Clause 12. Upon request, ALPHA POOL communicates the expected consequences in advance. The calculation of extensive change requests is charged in accordance with the Price List. Changes to approved or accepted results are new services.

(5) If the Customer or the project is threatened with considerable disadvantages, in particular with regard to deadlines, execution or the Customer's reputation, and the Customer's approval cannot be obtained in time, ALPHA POOL may take the necessary and proportionate measures without prior approval and charge them in accordance with Clause 12. ALPHA POOL informs the Customer without undue delay.

17. Approval and Acceptance

(1) ALPHA POOL submits drafts, concepts, content and proofs to the Customer for approval. The Customer checks them without undue delay for accuracy, completeness and legal admissibility and grants approval in text form. If the Customer does not respond within three Working Days, approval is deemed granted. ALPHA POOL points out this consequence upon submission. ALPHA POOL is entitled, but not obliged, to proceed without express approval.

(2) For errors to which the Customer did not object upon approval, ALPHA POOL is liable only in accordance with Clause 23. The failure to object is to be taken into account as contributory fault of the Customer (Section 254 BGB).

(3) Insofar as ALPHA POOL owes work performance, ALPHA POOL gives notice of readiness for acceptance. Acceptance is deemed to have taken place if the Customer does not specify a defect in text form within ten Working Days of the notice. ALPHA POOL points out this consequence in the notice. Publication or productive use by the Customer is equivalent to acceptance. Insignificant defects do not prevent acceptance. Partial acceptances are possible for separable partial services. Otherwise, Annex A applies.

18. Cancellation, Termination, Short-Notice Cancellation Fee

(1) The Customer may cancel projects, packages and individual orders in text form before or after the start of performance. Clause 19 applies to contracts with a term or minimum term. The start of performance is the first day on which ALPHA POOL works on the order, at the latest the start date stated in the Service Specification.

(2) In the event of cancellation or termination by the Customer, ALPHA POOL receives

a) before the start of performance, 15% of the agreed remuneration or, in the case of invoicing based on effort, of the pre-calculated effort,

b) after the start of performance, the remuneration for the services rendered and 50% of the remuneration for the part not performed,

c) in any event, the costs of third parties already engaged, including their cancellation and short-notice cancellation charges, in full.

The Customer may prove that ALPHA POOL has saved higher expenses or earned higher amounts elsewhere. ALPHA POOL may prove a higher claim under the statutory provisions, in particular Section 615 and Section 648 sentence 2 BGB. Amounts paid are credited.

(3) If the Customer cancels a firmly booked assignment, in particular an appointment, workshop, production or reserved days, less than 14 calendar days in advance, postpones it or does not call off a booked service, ALPHA POOL receives a short-notice cancellation fee of 50% of the remuneration for this assignment plus third-party and travel costs incurred. This does not apply insofar as ALPHA POOL is responsible for the cancellation. Paragraph 2 sentence 2 applies accordingly. Annex E applies to events.

(4) The right of both parties to terminate for good cause remains unaffected. Good cause for ALPHA POOL exists in particular if the Customer, despite a reminder, is in default with a payment for more than 30 days or repeatedly breaches Clause 8. If ALPHA POOL terminates for a reason for which the Customer is responsible, paragraph 2 applies accordingly.

(5) Claims to commission under Clauses 4 and 6 remain unaffected by cancellation and termination.

19. Term and Termination

(1) The term is set out in the Service Specification. Projects and packages end upon performance of the services. Contracts with a fixed term end upon its expiry and are only extended if the Service Specification so provides. Ordinary termination is excluded during a minimum term.

(2) Ongoing contracts without a fixed term, in particular retainers, may be terminated with three months' notice to the end of a month.

(3) The Mandate under Clause 5 para. 1 may be terminated in the first year with one month's notice, in the second year with two months' notice, in the third to fifth years with three months' notice and thereafter with six months' notice, in each case to the end of a month (Section 89 HGB). Expiry or termination of individual packages does not end the Mandate.

(4) Terminations require text form. The right to terminate for good cause remains unaffected.

(5) Clauses 4 to 9, 11 and 18 and all provisions which by their nature continue to apply remain effective after the end of the contract.

(6) Upon the end of the contract, the Customer revokes the access to its accounts and systems granted to ALPHA POOL. ALPHA POOL is not liable for events after the end of the contract. ALPHA POOL is not obliged to retain project data for the Customer for longer than three months after the end of the contract and may delete it thereafter, unless there is a retention obligation. If the Customer requests its surrender before then, the effort is remunerated in accordance with Clause 12. ALPHA POOL retains records of established Connections, approaches, discussions and commissions as long as claims may arise from them.

20. Audit, Business Plan, Forecasts

(1) Analyses, market sizes, potentials, forecasts, business plans and cost and budget plans are assessments based on the Customer's data and third-party sources at the time they are prepared. ALPHA POOL does not warrant that they will materialise and does not check the data of the Customer or of third parties for accuracy. A deviation of the actual development does not constitute a defect.

(2) The results serve the Customer's internal decisions. Disclosure to third parties, in particular banks, investors, partners and authorities, requires the consent of ALPHA POOL in text form unless the Service Specification provides for it. Companies affiliated with the Customer and its advisers bound by professional secrecy are not third parties within the meaning of this paragraph. Third parties do not acquire any claims against ALPHA POOL from the results. The Customer indemnifies ALPHA POOL against claims of third parties based on a disclosure without consent.

(3) Potential Analysis, audit, business plan and implementation are each separate orders. No phase obliges either party to proceed to the next. The remuneration for a phase is only credited against later orders if the Service Specification so provides.

21. Content and Third-Party Rights

(1) The Customer is responsible for the accuracy and legal admissibility of the content, data, trademarks, products, product information, advertising claims, mandatory information and prices it provides or approves. It represents that it is entitled to use them and that no third-party rights are infringed. ALPHA POOL does not check them for accuracy.

(2) ALPHA POOL creates concepts and content from a strategic and creative perspective and does not owe any legal review, in particular under competition, trademark, copyright, food, medicinal product advertising or labelling law. The Customer carries out such review before approval, if necessary through its own advisers. Revisions due to third-party rights constitute effort, unless ALPHA POOL has disregarded these rights intentionally or with gross negligence.

(3) The Customer indemnifies ALPHA POOL against claims of third parties and measures by authorities based on content, products, information or specifications of the Customer, on advertising claims approved by the Customer or on breaches of duty by the Customer, including the reasonable costs of legal defence. The indemnity does not apply to third-party rights in material that ALPHA POOL has itself created or procured without a specification by the Customer. ALPHA POOL informs the Customer without undue delay and concludes settlements or acknowledgements only with the Customer's consent.

22. Rights of Use

(1) The Customer grants ALPHA POOL and the third parties used for the services, for the duration of the contract, the non-exclusive, royalty-free right to use, edit and publish its trademarks, logos, names, content, images and product data for the purpose of providing the services.

(2) For work results that ALPHA POOL creates individually for the Customer, ALPHA POOL grants the Customer a non-exclusive right of use for the purpose, the media and the territory specified in the Service Specification, unlimited in time. Companies affiliated with the Customer and service providers commissioned by the Customer with the implementation may use the work results for this purpose. Further rights, in particular exclusive rights, transfer, editing by third parties, other disclosure to third parties and use in further media or territories, are granted to the Customer only against separate remuneration. All rights not expressly granted remain with ALPHA POOL.

(3) The rights pass to the Customer only upon full payment of the remuneration. ALPHA POOL grants rights to services of third parties, in particular of talents, photographers, music and image databases, only to the extent that ALPHA POOL itself has received them.

(4) Drafts, concepts, pitches, presentations, calculations, assessments, forecasts, evaluations, minutes, methods, templates, tools and know-how of ALPHA POOL that have not been accepted and paid for as a work result remain with ALPHA POOL. The Customer may use or implement them, including through third parties, only if remuneration has been agreed and the use has been approved in text form. This also applies insofar as they are not protected by copyright. If the Customer uses work results without the required rights, it owes a licence fee in the amount of the customary remuneration, at least in the amount of the remuneration agreed for their creation or customary under the Price List, unless the Customer proves a lower value.

(5) A claim to the surrender of open files, raw data, source code or project files exists only if the Service Specification so provides.

(6) ALPHA POOL may name the Customer with its name and logo, and the project without confidential information, as a reference and may use material conceived by ALPHA POOL for its own advertising. The Customer may object to this in text form.

(7) ALPHA POOL may use artificial intelligence tools for the services. Protective rights in content generated with such tools exist only insofar as the law grants them. ALPHA POOL grants rights only insofar as they exist.

23. Liability

(1) ALPHA POOL is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, in cases of fraudulent conduct and under a guarantee expressly designated as such. Placement and performance guarantees under Annex C are not guarantees within the meaning of this paragraph; the legal consequences set out there apply to them.

(2) In the case of simple negligence, ALPHA POOL is liable only for breach of a material contractual obligation, the fulfilment of which makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely, and only for the foreseeable damage typical for the contract. Otherwise, liability is excluded.

(3) ALPHA POOL is not liable for services of IDEAL-ALPHA GmbH and other third parties with whom the Customer has its own contract, nor for decisions of Retailers, media, platforms and marketplaces.

(4) ALPHA POOL is liable for the loss of data only in the amount of the effort that would have been required to restore the data had the Customer properly backed it up.

(5) Claims of the Customer for damages become time-barred twelve months from the statutory start of the limitation period, except in the cases of paragraph 1. Paragraphs 1 to 5 also apply to the personal liability of the corporate bodies, employees and vicarious agents of ALPHA POOL.

24. Confidentiality and Data Protection

(1) The parties treat all non-public information of the other party confidentially and use it only for the performance of the contract. Confidential information includes in particular the conditions, calculations and concepts of ALPHA POOL as well as the identity, conditions and contact details of the Partners and Retailers introduced by ALPHA POOL. The parties oblige their employees and the third parties they use accordingly. ALPHA POOL may disclose information to third parties it uses, including providers of software, cloud and AI services, and to IDEAL-ALPHA GmbH insofar as the services require.

(2) Excluded is information that was demonstrably already known to the recipient, that is or becomes publicly known without breach of duty, or that must be disclosed on the basis of law or an official or court order. In the latter case, the recipient informs the other party in advance, insofar as permissible.

(3) The obligations continue for three years after the end of the contract, for trade secrets as long as they remain trade secrets, and for information about the Partners, talents and Retailers introduced by ALPHA POOL as long as remuneration may arise under Clause 4 or 6 or Annex D Clause 3.

(4) The parties comply with data protection law, in particular the GDPR and the German Federal Data Protection Act (BDSG). If ALPHA POOL processes personal data exclusively on behalf of and on the instructions of the Customer, the parties conclude an agreement under Art. 28 GDPR. Otherwise, ALPHA POOL processes data as an independent controller, and IDEAL-ALPHA GmbH in accordance with its contract with the Customer. If the parties jointly determine the purposes and means of processing, they conclude an agreement under Art. 26 GDPR.

(5) The Customer is responsible for ensuring that the personal data it provides has been lawfully collected and may be used, in particular for consents and information of the data subjects. It indemnifies ALPHA POOL against claims based on a breach of this obligation. ALPHA POOL's privacy notice is available at www.alphapool.com/en/Information/Privacy-Agreement-Cookie-Notice/.

25. Final Provisions

(1) ALPHA POOL may amend these GTC with effect for the future insofar as this is necessary due to changes in legislation or case law, official requirements, changed terms of platforms and service providers, new services or to close regulatory gaps, and the balance between performance and consideration is not materially shifted to the detriment of the Customer. ALPHA POOL notifies amendments in text form at least six weeks before they take effect, highlighting the amendments. They are deemed approved if the Customer does not object in text form before they take effect. ALPHA POOL points out this consequence in the notification. If the Customer objects, the previous terms continue to apply, and ALPHA POOL may terminate the affected contract with one month's notice to the date on which the amendments take effect. ALPHA POOL does not amend obligations to perform, remuneration including commission rates and post-contractual periods, the contractual penalty or liability under this paragraph. Prices change only in accordance with Clause 14.

(2) The version of these GTC valid at the time of conclusion of the contract, with version number and date, is authoritative, subject to amendments under paragraph 1. ALPHA POOL provides earlier versions in text form upon request.

(3) Amendments and supplements to contracts require text form. Only the managing directors and persons designated in text form may agree them on behalf of ALPHA POOL.

(4) The Customer may assign claims against ALPHA POOL only with the consent of ALPHA POOL; Section 354a HGB remains unaffected.

(5) These GTC are available in German and English. In the event of discrepancies, the German version prevails; the same applies to offers and contracts in more than one language.

(6) German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods. The place of performance is Berlin.

(7) The place of jurisdiction for all disputes arising from and in connection with contracts to which these GTC apply is Berlin if the Customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany. For actions brought by the Customer, this place of jurisdiction is exclusive. ALPHA POOL may also sue the Customer at its general place of jurisdiction.

(8) If the Customer has its registered office outside the European Union, Switzerland and the United Kingdom, all disputes arising from and in connection with the contract are finally decided in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) to the exclusion of recourse to the ordinary courts. The seat of arbitration is Berlin. The arbitral tribunal consists of a sole arbitrator unless the parties agree otherwise. The language of the proceedings is German or, in the case of a contract concluded in English, English.

(9) If any provision is invalid, the remaining provisions remain valid. It is replaced by the statutory provision.

1. Scope

This annex applies insofar as the Service Specification describes a specific work result as owed, in particular shops, websites, creative work, content, productions and concepts as completed works.

2. Agreed Quality

(1) The quality of the work is determined exclusively by the Service Specification and the Customer's specifications. Within the specifications, ALPHA POOL has creative latitude; deviations from expectations regarding style and design that were not agreed do not constitute a defect.

(2) Functionality with systems, platforms and devices of third parties is owed only insofar as the Service Specification names it. Errors based on specifications, content or systems of the Customer, on changes by the Customer or third parties or on subsequent changes to third-party systems do not constitute a defect.

3. Acceptance

Part I Clause 17 para. 3 applies to acceptance.

4. Inspection and Defects

(1) The Customer inspects the work without undue delay after handover. It notifies obvious defects in text form within ten Working Days of handover. If such notification is not made, the work is deemed approved with regard to these defects. The Customer notifies hidden defects in text form without undue delay after their discovery. Additional costs caused by late notification are borne by the Customer.

(2) In the event of defects, ALPHA POOL provides subsequent performance, at its option, by remedying the defect or producing a new work. If subsequent performance fails after two attempts, the Customer may reduce the price or, in the case of a material defect, withdraw from the contract. Self-remedy is permissible only after a reasonable period for subsequent performance has expired without success. Additional costs arising because the work was moved to a location other than the place of performance are borne by the Customer.

(3) Claims for defects become time-barred twelve months after acceptance, except in the cases of Part I Clause 23 para. 1.

5. Remuneration, Termination, Operation

(1) ALPHA POOL may demand payments on account in accordance with the payment schedule of the Service Specification, otherwise according to the value of the services rendered.

(2) Part I Clause 18 applies to termination by the Customer.

(3) Operation, hosting, maintenance, updates and adjustments after acceptance are owed only if the Service Specification provides for them.

1. Scope

This annex applies to sales services to Retailers and to brand collaborations. It supplements Part I Clauses 4 to 9.

2. Mandate and Packages

(1) The Mandate under Part I Clause 5 para. 1 arises with the first engagement for sales services. Packages are time-limited phases of performance within the Mandate. Their end does not end the Mandate.

(2) The scope of active outreach is determined by the respective Service Specification. Between packages, ALPHA POOL remains active for the Customer within the framework of the Mandate. ALPHA POOL owes active new outreach to Retailers between packages only if a Service Specification provides for it.

3. Result of the Packages

What is owed is the approach to the Retailers named in the Service Specification or in the approved Target Retailer List to the extent of the Service Specification and the documentation of their response, in particular listing yes or no and its conditions. If ALPHA POOL sends the Target Retailer List with status, it is deemed a list under Part I Clause 5 para. 5. A listing or a specific sales volume is not owed. Test metrics such as sell-out, duration or returns apply only if agreed in text form before the start.

4. Cooperation of the Customer

(1) The Customer provides prices, the framework of conditions, product documents, master data, certificates and samples in good time and free of charge and is able to deliver in the quantities required by the Retailer. It concludes the supply contracts, delivers, invoices and fulfils the Retailer's listing conditions.

(2) The Customer informs ALPHA POOL without undue delay of supply shortages, price and condition changes and of discussions that Retailers conduct directly with it.

(3) ALPHA POOL may pass on samples and product documents to Retailers. ALPHA POOL keeps samples with the care it applies to its own affairs. Samples are returned at the Customer's request and expense. ALPHA POOL may dispose of samples that the Customer does not request back within three months after the end of the package.

5. Conditions and Costs

(1) Listing fees, advertising cost subsidies and other trade conditions are borne by the Customer. ALPHA POOL does not owe the Retailer's consideration.

(2) The Customer pays for samples, trade fairs, travel and other third-party costs in advance (Part I Clause 11 para. 3).

(3) Condition and annual negotiations that ALPHA POOL conducts with Retailers for the Customer are covered by the commission.

(4) ALPHA POOL provides further support services, in particular promotion planning, category management, displays and promotions, retailer reporting and complaint handling, within the scope of the commission insofar as the effort for them, at the hourly rates of the Price List, is covered per Retailer and calendar year by the commission from transactions with that Retailer. If it is foreseeable that the effort will exceed the expected commission, ALPHA POOL first submits a pre-calculation to the Customer in text form. If the Customer orders the service, it remunerates the pre-calculated effort as a Base Fee, against which the commission is credited in accordance with Part I Clause 14 para. 2. Without such an order, ALPHA POOL is not obliged to provide this service.

(5) Merchandising at the point of sale, in particular shelf maintenance, setting up displays in stores and store visits, is not part of the services. ALPHA POOL may broker or commission service providers for this; the Customer bears the costs.

6. Brand Collaborations

(1) For brand collaborations, ALPHA POOL receives a success fee as set out in the Service Specification, otherwise as set out in the Price List. The basis of assessment is the value of the collaboration, which the parties determine in text form before the start, in particular the Partner's volume, media and promotional value or revenue. The success event is the conclusion of the cooperation agreement, unless the Service Specification provides otherwise.

(2) As long as the collaboration exists, ALPHA POOL additionally receives commission on the agreed volume and on follow-up transactions with the Partner. Part I Clause 4 applies.

(3) Contracts between the brands are concluded by the brands themselves. The legal review is the responsibility of the Customer.

1. Scope

This annex applies to marketing, communications, PR, content and media services, including retail media.

2. Media

(1) The media budget is separate from ALPHA POOL's remuneration and is paid before booking. If the remuneration is agreed as a percentage of the net media budget, the monthly minimum set out in the Service Specification or the Price List also applies to a lower budget.

(2) For each media booking, ALPHA POOL receives a total of 15% of the client net amount (gross price less discounts) as agency commission (AE), unless the Service Specification provides otherwise. If the media owner grants the AE, it remains with ALPHA POOL and is credited against a percentage-based remuneration under paragraph 1. If the media owner does not grant it or grants it in a lower amount, ALPHA POOL charges the shortfall to the Customer. The monthly minimum under paragraph 1 remains unaffected. This also applies if the Customer books directly with a media owner introduced by ALPHA POOL.

(3) Unused media budget is carried forward to the following period. At the end of the contract, it is refunded after deduction of outstanding claims.

(4) Platforms, media owners and media decide on approval, delivery, prices and placement. Rejections, reductions and blocks do not constitute a defect of ALPHA POOL. The media owner's reporting serves as proof of performance.

(5) Advertising accounts remain accounts of the Customer unless otherwise agreed. The Customer is responsible for the means of payment, the rights and compliance with the policies of its accounts. ALPHA POOL receives the required access.

3. Key Figures and Reporting

Success is measured only by the key figures defined in the Service Specification. Reports are based on data from platforms, media and service providers, the accuracy of which ALPHA POOL does not warrant. Deviations between data sources do not constitute a defect.

4. PR

Media decide freely on publication, timing, scope, form and labelling. Publication is owed only insofar as Clause 5 guarantees it. The Customer is responsible for its statements and approves press releases and content in accordance with Part I Clause 17.

5. PR with Guarantee

(1) If the Service Specification provides for a guarantee, ALPHA POOL owes the minimum number of publications stated therein in the media listed there or equivalent media, or the minimum reach stated therein, within the implementation period. Proof is provided by a link, screenshot, clipping or report, and for reach by the information provided by the media or by recognised reach measurement.

(2) If the minimum number or minimum reach is not achieved, ALPHA POOL makes additional placements within three months after the end of the implementation period. If this does not succeed, ALPHA POOL refunds the portion of the remuneration attributable to the guarantee that corresponds to the shortfall, excluding third-party costs. There are no further claims due to the shortfall. Part I Clause 23 para. 1 sentence 2 applies.

(3) The guarantee lapses pro rata insofar as the Customer delivers content or approvals late or not at all, content is legally questionable, the Customer requests embargo periods, changes of topic or pauses, or events at the Customer make publication unreasonable.

(4) Paid publications are labelled as advertising or advertisement in accordance with the requirements of the medium. ALPHA POOL does not owe editorial coverage without labelling.

(5) The remuneration is determined by the Service Specification, in particular as a retainer with a minimum term, as a guarantee package against advance payment or as a flat fee per publication, due upon publication.

6. Retail Media and Advertising Cost Subsidies

Processing and the Retailer's consideration are governed by the Customer's contract with the Retailer. ALPHA POOL does not owe the Retailer's consideration.

1. Scope

This annex applies if ALPHA POOL proposes, brokers or involves celebrities, influencers, speakers, artists or other talents for the Customer.

2. Contract Models

(1) Unless the Service Specification provides otherwise, the talent and the Customer conclude the talent contract directly. In addition to the talent fee, ALPHA POOL receives an agency fee as set out in the Service Specification, otherwise as set out in the Price List. ALPHA POOL is not a party to the talent contract and is not liable for the talent's performance.

(2) If, in accordance with the Service Specification, ALPHA POOL books the talent in its own name, ALPHA POOL owes the talent's services only to the extent that the talent owes them to ALPHA POOL. Upon request, ALPHA POOL assigns its claims against the talent to the Customer.

3. Talent Approval and Direct Booking

(1) Talent Approval is the Customer's declaration in text form that it wishes to work with a talent proposed by ALPHA POOL on specific terms. With the Talent Approval, the Customer instructs ALPHA POOL to make the booking. Thereafter, Part I Clause 18 and the talent's terms apply to cancellations.

(2) The talents that ALPHA POOL proposes to the Customer belong to ALPHA POOL's network. If the Customer books such a talent within 24 months after the proposal without ALPHA POOL, directly or via third parties, it owes ALPHA POOL the agency fee under Clause 2 para. 1 on the agreed talent fee, as for a booking via ALPHA POOL. This also applies to follow-up bookings and extensions within this period. The Customer notifies ALPHA POOL of such bookings in text form, stating the talent fee, within ten calendar days.

(3) If the Customer had already worked with the talent before the proposal, it notifies ALPHA POOL of this in text form within ten Working Days after the proposal and provides evidence. If such notification is not made, it is presumed that the booking is attributable to the proposal. ALPHA POOL points out this consequence with the proposal. The agency fee under paragraph 2 lapses insofar as the Customer proves that the booking would have come about without the proposal.

4. Unavailability and Conduct of the Talent

(1) Illness, cancellation or unavailability of the talent does not constitute a defect of ALPHA POOL. ALPHA POOL proposes a replacement where possible. The Customer bears third-party costs already incurred. Fees paid are refunded insofar as the talent refunds them.

(2) Rights due to statements or conduct of the talent are governed by the talent contract. There are no claims against ALPHA POOL in this respect.

5. Rights of Use, Labelling, Exclusivity

(1) The Customer may use the talent's services and content only within the scope of the talent contract, in particular with regard to duration, media, territory and paid media. Further use requires a supplementary licence. The Customer indemnifies ALPHA POOL against claims arising from exceeding this scope.

(2) The Customer approves content before publication and is responsible for the advertising claims. The talent labels advertising in accordance with the statutory requirements.

(3) Exclusivity of the talent exists only if it is expressly agreed and remunerated.

1. Scope and Organiser

This annex applies to the conception, organisation and implementation of events. The organiser is the Customer, unless the Service Specification provides otherwise. The Customer bears the duties and risks of the organiser, in particular permits and public safety obligations.

2. Third-Party Services

Location, technology, catering, artists, staff and other third-party services are governed by the third parties' terms, including their cancellation and short-notice cancellation rules. The Customer bears these costs in full and pays them before the third parties are commissioned.

3. Cancellation

If the Customer cancels the event, ALPHA POOL receives, instead of Part I Clause 18 para. 2 letters a and b, but at least the remuneration for services rendered:

a) 90 days or more before the event: 25% of ALPHA POOL's remuneration,

b) 89 to 30 days before the event: 50%,

c) 29 to 14 days before the event: 75%,

d) less than 14 days before the event: 100%,

in each case plus the third-party costs under Clause 2. Part I Clause 18 para. 2 sentence 2 applies.

4. Force Majeure and Official Cancellation

If the event is cancelled due to force majeure or official order, the remuneration for services rendered and the third-party costs incurred remain owed. Postponement is possible by agreement; additional effort is remunerated in accordance with Part I Clause 12.

5. Implementation

Changes initiated by the Customer during the event are remunerated in accordance with Part I Clauses 12 and 13.

1. Scope and Delimitation

(1) This annex applies insofar as ALPHA POOL undertakes the set-up, support or management of shops, marketplaces and other digital sales channels. Merchant of Record, IDEAL360, logistics and technical marketplace connection are provided by IDEAL-ALPHA GmbH under its own contract (Part I Clause 2 paras. 4 and 5).

(2) The scope of services is set out in the Service Specification, in particular article creation, product data maintenance, campaigns, monitoring, reporting and coordination of service providers. ALPHA POOL assumes no responsibility as seller, Merchant of Record, payment service provider, warehouse or fulfilment service provider and provides no tax or legal advice.

2. Platforms and Accounts

(1) Activation, listing, visibility, ranking, blocking and payout are the responsibility of the platforms and are not guaranteed. Their terms, policies and fees in the respective current version apply.

(2) Seller accounts remain accounts of the Customer or of the Merchant of Record. ALPHA POOL receives the required access. Blocks and measures of the platforms do not constitute a defect of ALPHA POOL. ALPHA POOL is not liable for amounts that platforms or payment service providers do not pay out, withhold or set off.

3. Responsibility of the Customer

The Customer is responsible for product data, prices, images, mandatory information, labelling, registrations, product safety, product availability and its obligations towards end customers, platforms and authorities. ALPHA POOL does not check this information.

4. Changes and Costs

Additional effort due to changes in interfaces, platform requirements, fees or policies is remunerated in accordance with Part I Clause 12. The Customer bears the platforms' fees.

1. Scope

This annex applies to the Customer Account in the shop, to overviews of ALPHA POOL of Retailers, marketplaces, service providers, talents and other Partners (Directories) and to Potential Analyses, in each case even if they are free of charge.

2. Customer Account

(1) The Customer Account is open only to customers under Part I Clause 1 para. 2. There is no entitlement to its set-up. The Customer keeps its details up to date and its access data secret.

(2) The Customer ensures that only persons authorised to represent it use the Customer Account. It is liable for damage resulting from use by unauthorised persons insofar as it is responsible for such use.

(3) The Customer and ALPHA POOL may close the Customer Account at any time in text form. Ongoing contracts and claims under Part I Clauses 4 to 9 and Annex D remain unaffected.

3. Directories and Contact Requests

(1) Directories show companies and talents with information on, for example, categories, countries, sales channels and services. ALPHA POOL determines their content and scope and does not warrant completeness, up-to-dateness or the willingness of a Partner or talent to cooperate. ALPHA POOL may grant, restrict, change and terminate access. A fee is payable only if the Service Specification or the Price List provides for it.

(2) ALPHA POOL establishes contact with a Partner or talent from a Directory at the Customer's request (Contact Request). If, following a Contact Request, ALPHA POOL names or introduces the Partner, transmits contact details or forwards the request to the Partner, the Connection under Part I Clause 4 para. 4 is established. In the case of talents, this is deemed a proposal under Annex D Clause 3 para. 2.

(3) The mere presentation of a company or talent in a Directory is not a naming under Part I Clause 4 para. 4 and not a proposal under Annex D.

(4) The Customer uses Directories only for its own purposes. It may neither reproduce them in whole or in substantial parts, systematically extract them, transfer them into its own databases nor make them accessible to third parties. It uses contact details from Contact Requests only for the requested purpose. Contents of the Directories and contact details are confidential information under Part I Clause 24.

4. Potential Analysis

(1) The Potential Analysis is an initial assessment based on the Customer's information and publicly available data. Part I Clause 20 applies.

(2) Part I Clause 4 and Annex D apply to Partners and talents that ALPHA POOL names in the Potential Analysis.

1. Scope

(1) This Price List applies together with the General Terms and Conditions of ALPHA POOL (GTC) to remuneration not specified in a Service Specification (GTC Clause 1 para. 4, Clause 10). Service Specifications are in particular offers and orders in the shop with the service description and price of the product page.

(2) Packages and services at a fixed price are set out in the shop or in the offer, not in this Price List.

(3) All prices are in euros, net, plus value added tax.

(4) Media budgets, third-party services and third-party costs are not included (GTC Clause 14 para. 4).

(5) This Price List is available in German and English. In the event of discrepancies, the German version prevails.

2. Hourly Rates, Surcharges, Mileage

(1) The rate charged is that of the person who performs the service (GTC Clause 12).

(2) Outside Regular Working Hours (Monday to Friday, 9 a.m. to 6 p.m., excluding public holidays) and for additional hours, the hourly rate increases by the following surcharges (GTC Clause 13 para. 2). If several surcharges coincide, only the highest applies. Travel time is charged without surcharges.

(3) Mileage allowance for journeys by car, including fuel (GTC Clause 13 para. 4): EUR 1.00 per kilometre.

3. Commissions and Brokerage Fees

The rates apply under the GTC where the Service Specification contains no provision. Under the GTC, commissions arise even without a separate Service Specification. ALPHA POOL receives the commission only once for the same transaction.