General Terms and Conditions

of Designbase GmbH

represented by Managing Director Felix Brodbeck

Telephone: +49(0)89 954 571 610, Email: support@designbase.studio, Web: designbase.studio

Inninger Str. 11a, 82237 Wörthsee near Munich,

VAT Identification Number: DE313665846

(hereinafter: "Designbase")

1. Scope

1.1 These General Terms and Conditions apply to all business relationships between Designbase and its business partners who commission Designbase to provide services in connection with the creation and operation of websites and to advise on contractual services (hereinafter "Customers").

1.2 In addition to these Terms and Conditions, the following supplementary terms also apply: insofar as the contractual services include the creation and development of websites (hereinafter "Web Design Services"), the Supplementary Contract Terms for Web Design Services (hereinafter "SCT Web Design") apply; and/or insofar as the contractual services include making content available via the internet and/or the maintenance and upkeep of websites, the Supplementary Contract Terms for Web Hosting and Maintenance (hereinafter "SCT Web Hosting and Maintenance") apply.

1.3 Unless Designbase has expressly agreed otherwise, general terms and conditions, purchasing conditions or other conditions of the Customer do not apply, regardless of whether Designbase has expressly objected to them. Insofar as Designbase concludes individual agreements with the Customer in specific cases that deviate from these Terms and Conditions or the SCT, the individual agreement takes precedence over the Terms and Conditions or the SCT.

2. Formation of Contract

2.1 Designbase provides its services within the framework of individual orders. Each individual order constitutes an independent contract.

2.2 Designbase prepares an offer for its services based on the Customer's specifications and sends the offer to the Customer by email.

2.3 The offer contains a link under which the Customer can accept the offer (hereinafter "Acceptance Link"). The Acceptance Link takes the Customer to an online platform. On the online platform, the Customer declares acceptance of the Designbase offer by signing the offer with an electronic signature and clicking "Done." After acceptance, Designbase and the Customer each receive a confirmation email with the offer attached.

2.4 Unless the offer states otherwise, the offer is valid for 14 days (hereinafter "Offer Period").

2.5 The Customer may also accept the offer within the Offer Period by signing the offer and sending Designbase a scan of the signed offer. After the Offer Period has expired, Designbase is no longer bound by the offer.

2.6 By accepting, the Customer declares that the services listed in the offer meet the requirements and serve the Customer's business purposes. An obligation to further develop the contractual services only exists if this has been expressly agreed between the parties.

3. General Provisions on Designbase Services

3.1 Designbase's services do not include legal advice. The Customer is solely responsible for verifying whether the website meets any applicable legal requirements and, in particular, contains all mandatory information and disclosures. This applies in particular to the obligation to provide information about data processing in connection with the use of the website pursuant to Art. 13 et seq. GDPR.

3.2 Unless otherwise agreed, the creation of content (e.g. graphics, images, texts) presented on the website, as well as the procurement and registration of the domain, are not included in Designbase's services.

3.3 Designbase is entitled to engage subcontractors to provide its services without requiring the Customer's permission. Any conflicting provisions in an order processing agreement between the parties remain unaffected by this.

3.4 The Customer is obliged, on their own responsibility, to provide a provider identification (in particular a legal notice/imprint) on the website that meets the legal requirements applicable to the Customer.

3.5 The Customer undertakes, during the business relationship and for a period of twelve months after its termination, not to directly or indirectly solicit, hire, or otherwise engage any employees, freelancers, or subcontractors of Designbase who were involved in providing services for the Customer. In the event of a breach of this non-solicitation obligation, the Customer undertakes to pay a contractual penalty equal to three gross monthly salaries of the person solicited, but no less than EUR 15,000.00. Designbase's right to claim further damages remains unaffected.

4. Communication

4.1 Communication between the Customer and Designbase is generally conducted by email.

4.2 Designbase reserves the right to set up access to another communication channel of its choice for the Customer (e.g. a project management or ticketing tool) (hereinafter "Communication Channel"). If Designbase has set up a Communication Channel, the Customer agrees to receive messages that Designbase sends via that Communication Channel.

4.3 The Customer is obliged to check the Communication Channel regularly for new messages. This applies regardless of whether the Customer is notified of new messages by the Communication Channel.

5. Cooperation and Participation

5.1 The contractual services require intensive cooperation between Designbase and the Customer. The Customer therefore undertakes to provide all cooperation services necessary to enable Designbase to render its contractually owed services.

5.2 If the parties have agreed that the contractual services are to be carried out in a development environment to be provided by the Customer, the Customer shall in particular provide suitable server infrastructure at their own expense upon conclusion of the contract, maintain it until acceptance, and grant Designbase access to it.

5.3 The Customer shall provide Designbase in good time with content to be integrated on the website (e.g. texts, graphics, and images) in a file format and on a data carrier and/or cloud storage service specified by Designbase. The Customer determines where on the website the content is to be integrated. If the Customer does not provide the content, or does not provide it on time, Designbase is entitled, but not obliged, at its own discretion to incorporate sample content into the website to illustrate the design. Section 5.6 also applies.

5.4 The registration of the domain is carried out by the Customer on their own responsibility and at their own expense. The Customer is solely responsible for verifying that the domain does not infringe the rights of third parties.

5.5 The Customer is obliged to inform Designbase of any applicable legal requirements that must be taken into account when providing the contractual services.

5.6 If the Customer fails to provide a service pursuant to this Section 5, or does so improperly or not on time, and Designbase is thereby prevented from providing its services properly, Designbase is not responsible for any resulting delay in performance. Insofar as the parties have agreed on delivery dates or deadlines, these shall be extended by a reasonable period of time.

5.7 As compensation for the damage suffered by Designbase as a result of the postponement of delivery dates and deadlines, Designbase is entitled to claim a lump-sum compensation of EUR 150.00 (hereinafter "Replanning Fee") as minimum damages, unless the Customer can prove that Designbase suffered lesser damages.

6. Rights of Use

6.1 Insofar as Designbase has created the website or components thereof itself, Designbase grants the Customer the exclusive, geographically and temporally unlimited right to use, distribute, make publicly accessible, transmit, modify, perform, and present the website.

6.2 Designbase also grants the Customer exclusive, geographically and temporally unlimited rights of use to the documents, sketches, drafts, and documentation, as well as the source code belonging to the website.

6.3 The use of the documents, sketches, drafts, documentation, and source code belonging to the website, or parts thereof, including their reproduction, public accessibility, translation, modification, adaptation, or editing, does not require the prior written consent of Designbase.

6.4 Designbase is entitled to use components created by third parties (hereinafter "Third-Party Software") for the Web Design Services. Designbase shall inform the Customer prior to acceptance of which Third-Party Software is included in the Web Design Services and under which provisions the granting of rights of use to the Third-Party Software is governed.

6.5 Rights of use under this Section 6 arise upon payment of the full remuneration for the creation of the website.

7. Reference Customer and Author Credit

7.1 Designbase is entitled to name the Customer as a reference customer and to use the Customer's name and logo on its website as well as in presentations and advertising materials. Upon request, the Customer shall provide Designbase with an image file containing the Customer's logo. The Customer grants Designbase permanently and irrevocably the rights of use to the Customer's company identifiers required for naming the Customer as a reference. Designbase is further entitled to use the work produced as part of the contractual services as reference work and to present it publicly. This includes the presentation of the completed website, edited versions with adapted or fictitious content, process and development documentation, and conceptual representations of individual design decisions. Designbase is entitled to use these representations on its website, in social media, in presentations, and in other advertising materials. The Customer grants Designbase the necessary rights of use for this purpose permanently and irrevocably.

7.2 If Designbase provides contractual services for the website of specific brands under which the Customer trades and/or sells products, the provisions of Section 7.1 apply mutatis mutandis to the respective brand.

7.3 If the contractual services include Web Design Services, the Customer is obliged to name Designbase as the author in the website's legal notice/imprint and to include a dofollow link to the Designbase website. Designbase determines the position and anchor text of the dofollow link as well as the URL at its own discretion and may at any time request the Customer to subsequently modify or remove them.

8. Search Engine Optimisation

8.1 Insofar as Designbase provides services in connection with improving the website's visibility in search engine results (hereinafter "Search Engine Optimisation"), Designbase shall observe the recognised rules of search engine optimisation.

8.2 The Customer is aware that search engine optimisation results depend on a variety of factors that may change at any time. Designbase is not obliged to ensure that the website achieves a specific ranking in any search engine.

8.3 Unless otherwise agreed, search engine optimisation is limited to the search engine accessible at www.google.de.

9. Remuneration, Reimbursement of Expenses, and Payment Terms

9.1 Fixed-Price Remuneration

9.1.1 If the parties have agreed on a fixed price for Web Design Services, the fixed-price remuneration is due for payment upon acceptance pursuant to Section 3 of the SCT Web Design. Pursuant to Section 3.8 SCT Web Design, go-live constitutes implied acceptance with the corresponding payment consequences. If the parties have agreed on remuneration according to milestones, the remuneration attributable to the respective milestone is due for payment upon the Customer's approval of that milestone.

9.1.2 Designbase may demand advance payments from the Customer. The amount of advance payments is determined on the basis of the actual expenses incurred and Designbase's standard hourly rates at the time of commissioning. Section 632a para. 1 sentence 2 of the German Civil Code (BGB) does not apply. The amount of the advance payment is capped at the total fixed-price remuneration or at the remuneration attributable to the respective milestone. Advance payments already made are non-refundable insofar as Designbase has already rendered or commenced rendering the corresponding services.

9.2 Flat-Rate Remuneration

9.2.1 Unless the parties have agreed otherwise, flat-rate fees for web hosting services under the SCT Web Hosting and Maintenance are due in advance for 12 months; for all other services, they are due upon receipt of a proper invoice. If the contractual relationship begins during the current month, the remuneration for the first and last month is calculated on a pro-rata basis.

9.2.2 If the parties have agreed in the individual order that the flat rate is to cover a fixed number of hours or person-days within one month, any additional expenditure beyond that is to be remunerated separately pursuant to Section 9.3.

9.2.3 Designbase is entitled to adjust the flat-rate remuneration at its reasonable discretion to compensate for cost increases or to adapt to changing market conditions. Designbase shall notify the Customer of the increase in remuneration in writing or by email at least four weeks before the price increase takes effect. If the price increase exceeds 10 percent of the original monthly fee, the Customer is entitled to terminate the contract with three months' notice to the end of a calendar month.

9.3 Remuneration Based on Expenditure

9.3.1 Insofar as no fixed price has been agreed with the Customer for Designbase's services, remuneration is based on the price list valid at the time the order is placed and the actual expenses incurred. Designbase shall attach the price list valid at the time of commissioning to its offer.

9.3.2 In the case of remuneration based on expenditure, invoicing is carried out in time units for each 15-minute increment commenced.

10. Invoicing and Default

10.1 Designbase invoices the Customer for its services at the end of each month. The due date of the remuneration is governed by the information in the respective offer. Unless the offer contains a different provision, the payment period is 14 days from the invoice date.

10.2 If the Customer does not pay the remuneration within the payment period, the Customer is in default without the need for a reminder. During the period of default, interest is payable at a rate of nine percentage points above the base interest rate.

10.3 If the Customer defaults on payment of the remuneration, Designbase is entitled to make further provision of services conditional on payment of the outstanding remuneration and to suspend services until full payment has been made. Any delays caused by such suspension of services are not attributable to Designbase.

11. Data Protection

11.1 Insofar as Designbase processes personal data when providing its services, it shall comply with the requirements of applicable data protection regulations, in particular the GDPR and the German Federal Data Protection Act (BDSG).

11.2 Insofar as Designbase acts as the Customer's data processor, the processing of personal data is governed by the provisions of the order processing agreement concluded separately with the Customer.

12. Liability

12.1 Designbase is not liable to the Customer for damages or reimbursement of wasted expenditure arising from breaches of duty or tort committed by Designbase or its agents and vicarious agents.

12.2 Notwithstanding Section 12.1, Designbase is fully liable if the damage was caused intentionally or through gross negligence, and in the event of a breach of material contractual obligations. Material contractual obligations are those whose fulfilment is essential to the proper performance of the contract, on whose observance the contractual partner may regularly rely, and whose violation would jeopardise the achievement of the purpose of the contract.

12.3 Claims for damages arising from the slightly negligent breach of material contractual obligations, and in cases of grossly negligent breach of ancillary contractual obligations, are limited in amount to the foreseeable damage typical for this type of contract.

12.4 Designbase is also fully liable for damages resulting from injury to life, body, or health, as well as for damages based on the absence of a warranted characteristic or for which liability is provided under the German Product Liability Act.

12.5 If Designbase negligently violates the Telecommunications Act or statutory regulations issued thereunder when providing telecommunications services to the public, liability towards the Customer for financial losses is limited pursuant to Section 44a of the German Telecommunications Act (TKG).

13. Contract Text and Amendments to the Terms and Conditions

13.1 Designbase shall inform the Customer in text form of any changes to these General Terms and Conditions at least four weeks before the amended General Terms and Conditions are to take effect. If the Customer does not object to the amended General Terms and Conditions before they take effect, the Customer's consent is deemed to have been given. Together with the amended General Terms and Conditions, Designbase shall inform the Customer of the consequences of failing to object.

13.2 Designbase keeps the current version of the General Terms and Conditions available for download on its website.

14. Final Provisions

14.1 Should any individual provisions of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. In place of the invalid provision, such a valid and enforceable provision shall be deemed to have been agreed between the parties as the parties would have agreed had they been aware of the invalidity of the provision.

14.2 This agreement is governed by the laws of the Federal Republic of Germany, excluding international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).

14.3 The place of performance for Designbase's services is Designbase's registered office. Insofar as the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and Conditions is Munich.

Part 2

Supplementary Contract Terms for Web Design Services

of Designbase GmbH (hereinafter "Designbase") | Version: April 2026

1. Scope and Relationship with the Terms and Conditions

1.1 These Supplementary Contract Terms apply to all business relationships of Designbase to which the Terms and Conditions apply and whose contractual services include Web Design Services.

1.2 The validity of the Terms and Conditions is not affected by these Supplementary Contract Terms. Insofar as these Supplementary Contract Terms use terms defined in the Terms and Conditions, those terms have the meaning ascribed to them in the Terms and Conditions.

2. Scope of Services and Provision of Services

2.1 The parties agree in the individual order which services are to be included in the Web Design Services.

2.2 If services are provided on the basis of a specification prepared by the Customer, Designbase is not obliged to review the specification prior to conclusion of the contract with regard to technical feasibility, efficiency, errors, or inaccuracies (hereinafter "Specification Deficiencies"). If Specification Deficiencies become apparent after conclusion of the contract, Designbase shall assist the Customer in remedying them to a reasonable extent upon request. Such assistance is to be remunerated based on expenditure.

2.3 Designbase provides its services in accordance with the current state of the art and the recognised rules of web design at the time of service provision, and in close coordination with the Customer. Designbase is free in the manner in which it provides its services and in its choice of means to be used for service provision.

2.4 Unless expressly agreed otherwise, all dates and delivery and execution periods stated by Designbase serve as guidance only and are not binding.

2.5 The following definitions apply in the context of acceptance and warranty. A defect within the meaning of these contract terms exists if the completed website deviates significantly, in technical or design terms, from the design draft approved by the Customer and filled with content at the time development commenced, or if it exhibits technical malfunctions that impair the intended use of the website. Designbase owes a professional, responsive implementation of the approved design draft that ensures content and design are presented in a functional and visually consistent manner on all common screen sizes and devices. Pixel-perfect or resolution-specific compliance with the design draft is not owed, as high-quality responsive implementation takes priority over static, dimensionally precise reproduction. Minor deviations in spacing, proportions, font sizes, or colour tones that do not significantly affect the overall appearance of the website do not constitute a defect. The following do not constitute defects within the meaning of these contract terms: deviations attributable to content delivered by the Customer incorrectly, incompletely, or in an uncoordinated format (hereinafter "Content Errors"); and deviations from the approved design based on subsequent requests or requirements of the Customer that arose after approval of the design (hereinafter "Change Requests"). Content Errors and Change Requests are charged separately based on expenditure. If the Customer provides an initial design that does not have a complete design system, in particular because font sizes, spacing, grid structures, or components are not or not consistently defined, and Designbase notifies the Customer of this before development commences, Designbase is entitled to carry out a systematic adjustment and standardisation as part of the implementation. Deviations from the initial design resulting from this adjustment that were communicated to the Customer in advance do not constitute a defect. In this case, the implementation status documented at the start of development and approved by the Customer is determinative for acceptance, not the original initial design.

3. Acceptance of the Website and Approval of Milestones

3.1 After Designbase has completed the website, it shall notify the Customer of this in text form and present the website to the Customer for acceptance (hereinafter "Declaration of Readiness for Acceptance"). The Customer is then granted access to the website via the internet in a password-protected area in order to test whether the website substantially meets the contractual requirements (hereinafter "Acceptance Test").

3.2 Insofar as the parties have agreed on test cases and test scenarios as well as the software tools to be used for testing prior to the Declaration of Readiness for Acceptance, these shall be taken into account during the Acceptance Test.

3.3 If the website substantially meets the contractual requirements, the Customer shall declare acceptance of the website in text form. The Customer is not entitled to refuse acceptance on purely aesthetic grounds, provided that Designbase has adequately taken into account the Customer's specifications and any drafts and concepts approved by the Customer when designing the website. Minor deviations from the agreed design that do not significantly impair the functionality or overall appearance of the website do not constitute defects and do not entitle the Customer to refuse acceptance. In particular, minimal deviations in spacing, colour tones, and proportions that are not noticeable during normal use are considered minor.

3.4 If the Customer neither accepts the website nor refuses acceptance by specifying at least one defect in text form, the work is deemed accepted no later than two weeks after Designbase has submitted the Declaration of Readiness for Acceptance. The Declaration of Readiness for Acceptance must be made by Designbase in text form; the date of this declaration is determinative for the commencement of the period.

3.5 If go-live is delayed for reasons within the Customer's sphere of responsibility, in particular because the Customer has yet to deliver outstanding content, has not granted internal approvals, or has postponed the go-live date, Designbase assumes no warranty for defects attributable to changes in the technical environment during this period, in particular browser updates, CMS updates, or plugin updates. The Customer may commission the rectification of such faults separately based on expenditure.

3.6 If the parties agree to provide services according to milestones, the Customer is obliged to approve the milestones after the services have been provided in accordance with the contract. The provisions on website acceptance pursuant to Sections 3.1 to 3.4 apply mutatis mutandis to the approval of milestones.

3.7 If the Customer has approved a milestone or accepted the website, changes to the approved milestone or the website must be remunerated based on expenditure, unless the change is made by way of subsequent performance or as part of maintenance services.

3.8 After full payment of the agreed remuneration, Designbase places the completed website on the internet for retrieval under the domain procured by the Customer (go-live). Upon go-live, the website is deemed to have been accepted by implication, unless express acceptance has already been declared or the deemed acceptance under Section 3.4 has already occurred. After go-live, Designbase shall notify the Customer by email of the date of acceptance and document this.

3.9 Services agreed in the individual order as inclusive services that the Customer has not used or requested within 14 days after go-live or after acceptance of the website, by submitting complete information and documents, expire without replacement. Designbase owes no compensation for expired inclusive services.

4. Material and Legal Defects

4.1 Designbase warrants that the website is free from material and legal defects at the time of acceptance. The condition of the website at the time of acceptance is determinative. Deteriorations or functional restrictions occurring after acceptance due to external influences are not covered by the warranty under this section.

4.2 Insofar as Designbase integrates Third-Party Software (in particular plugins, CMS components, or frameworks) into the website and the Third-Party Software is defective, Designbase assigns its warranty claims against the manufacturer of the Third-Party Software to the Customer. Designbase assumes warranty for the Third-Party Software only if the Customer has previously taken unsuccessful legal action against the manufacturer of the Third-Party Software to remedy the defects, or if legal action against the manufacturer has no prospect of success or cannot reasonably be expected of the Customer.

4.3 Designbase shall remedy defects at its own discretion by repair or by producing a new work.

4.4 The Customer shall notify Designbase immediately of any defects that have occurred and shall assist Designbase in rectifying them to the extent possible, and shall provide a detailed description of the defect.

4.5 Warranty is excluded if the cause of a defect lies in changes or modifications to the website that Designbase has neither made itself nor approved in advance (hereinafter "Unauthorised Changes"). If the Customer or a person commissioned by the Customer has gained access to the web design editor or the CMS of the website and Unauthorised Changes have been made in the affected area, the burden of proof lies with the Customer to demonstrate that the cause of the defect is not such a change.

4.6 Defects arising after acceptance as a result of browser updates, CMS updates, plugin updates, changes to third-party systems, or other external influences not attributable to Designbase's sphere of responsibility are not covered by the warranty. The Customer may commission the rectification of such faults separately based on expenditure.

4.7 Designbase ensures that the Customer has all rights necessary to make the website available for retrieval on the internet. Insofar as the website infringes the rights of third parties, Designbase shall, at its own discretion, acquire the necessary rights or adapt the website such that its use does not infringe the rights of third parties.

4.8 The Customer's warranty rights expire within 12 months. The limitation period begins upon acceptance of the website.

4.9 In all other respects, the warranty is governed by statutory provisions.

5. Changes to Services

5.1 Until acceptance of the website, the Customer is entitled at any time to propose separately remunerated changes to the scope of services (hereinafter "Service Changes").

5.2 The Customer may communicate Service Changes verbally, by telephone, by email, or via the Communication Channel. Notification of a Service Change constitutes an offer by the Customer to modify the individual order. Designbase shall review the offer and inform the Customer whether it accepts it.

5.3 If acceptance of the offer requires a detailed review of the Service Change, Designbase shall inform the Customer of this within a reasonable period of time and may make the review conditional on payment of a separate fee.

5.4 Unless otherwise agreed as part of the Service Change, Service Changes are to be remunerated based on expenditure.

5.5 At the Customer's request, Designbase shall provide an estimate of the costs of implementing the Service Change. The estimate shall include the expected additional costs and the expected effects on the schedule for service provision.

Part 3

Supplementary Contract Terms for Design and Web Development Hourly Packages

of Designbase GmbH (hereinafter: "Designbase") | Version: April 2026

1. Scope

1.1 These Supplementary Contract Terms apply to all business relationships of Designbase to which the Terms and Conditions apply and whose contractual services include hourly packages for design and web development.

1.3 The services defined in these Supplementary Contract Terms are non-transferable to third parties, non-revocable, and non-exclusive.

2. Changes to Services

2.1 Designbase reserves the right to modify the services offered under these Supplementary Contract Terms or to offer different services, unless this is unreasonable for the Customer.

2.2 Designbase further reserves the right to modify the services offered or to offer different services insofar as it is obliged to do so due to a change in the legal situation; insofar as it is complying with a court judgment or an authority decision made against it; insofar as the respective change is necessary to close existing security vulnerabilities; if the change is solely beneficial to the Customer; or if the change is purely technical or procedural in nature without significant effects on the Customer.

2.3 Changes with only a minor influence on Designbase's services do not constitute Service Changes within the meaning of this section. This applies in particular to the choice of communication channels and project management software used.

3. Customer Obligations

3.1 Content of the Customer published on the internet by Designbase on the Customer's behalf may be protected by copyright and/or data protection law. The Customer grants Designbase the right to make the content stored by the Customer on its website accessible via the internet upon request, including in particular the right to reproduce and transmit it, and to reproduce it for the purpose of data backup. The Customer is solely responsible for verifying whether the use of personal data meets data protection requirements, whether the content does not violate applicable law, and whether it does not infringe the personal rights of third parties.

3.2 The Customer indemnifies Designbase against all claims asserted by third parties against Designbase due to infringement of their rights caused by content stored by the Customer on the server. The Customer assumes the costs of the necessary legal defence, including all court and attorney fees, to a reasonable extent. This does not apply if the Customer is not responsible for the infringement. In the event of a claim by third parties, the Customer is obliged to provide Designbase immediately, truthfully, and completely with all information necessary to assess the claims and conduct a defence.

3.3 In the event of an imminent or actual breach of the above obligations, and in the event of claims by third parties against Designbase that are not manifestly unfounded based on content stored on the Customer's server, Designbase is entitled, taking into account the Customer's legitimate interests, to temporarily suspend the connection of that content to the internet, in whole or in part, with immediate effect. Designbase shall immediately notify the Customer of this measure.

4. Scope of the Design and Web Development Hourly Packages ("Retainer")

4.1 If the parties have agreed on a retainer package for the website specified in the individual order, the retainer services are governed by the following provisions of this section.

4.2 Unless otherwise agreed, the retainer services include UI and UX design as well as web development for the expansion and optimisation of the website and the content management system in use at the time the order is placed. The retainer also includes the integration of third-party systems.

4.3 The in-house development, setup, optimisation, and customisation of third-party systems are not part of the retainer and require a separate individual order. Complete revisions of the design and/or code, so-called "relaunches," as well as the design and coding of new websites, are not part of the retainer and require a separate individual order.

4.4 If the Customer requests services that fall outside the scope of the retainer, such services must be remunerated separately. Remuneration is based on the price list valid at the time the order is placed and the actual expenses incurred. Remuneration based on expenditure and retainers with monthly hour quotas are invoiced in time units per 15-minute increment commenced.

4.5 The duration of implementation of the changes, adjustments, updates, and enhancements requested by the Customer (hereinafter "Tasks") depends on the respective content and scope of the task. A task is an interrelated change, adjustment, update, and enhancement. Designbase defines tasks at its reasonable discretion. After a task is submitted, Designbase shall review the project and inform the Customer within a reasonable period of time about the time required for implementation. If the implementation is not covered by the retainer's scope of services, Designbase shall inform the Customer of the costs and obtain their approval.

4.6 The Customer shall designate employees as contact persons for Designbase. The number of permitted contact persons is defined in the selected retainer package. Each designated contact person is individually authorised to give instructions to Designbase.

4.7 For the submission of tasks, Designbase invites the contact persons to a dashboard within project management software. Contact persons may enter tasks and provide all necessary data and information for their processing. In addition, contact persons may assign priorities to tasks and monitor the progress of work.

4.8 In addition, the Customer may designate any number of persons who are invited by Designbase to the project management software dashboard with read-only access.

4.9 New tasks are reviewed by Designbase within a reasonable period of time for completeness, feasibility, and estimated duration. Designbase shall not begin work on a task until all relevant information and documents are fully available.

4.10 Designbase works on a maximum number of so-called active tasks simultaneously, as defined in the retainer package. A task is considered active as soon as Designbase has commenced work on it. If work on active tasks must be interrupted, notwithstanding the initial check for completeness and feasibility, due to missing information and/or documents from the Customer, the task continues to be considered active. A task is considered completed and therefore no longer active once Designbase has finished work on it and one of the Customer's contact persons has approved the work.

4.11 If the website exhibits errors or can no longer be accessed via the internet, Designbase shall begin remedying the errors Monday to Friday between 09:00 and 18:00 (hereinafter "Service Hours") within the following timeframes (hereinafter "Response Times"):

Error Class 1 (Response Time 8 hours): The website or significant parts thereof are not accessible due to the error, or their usability is so impaired that use of the website is completely or almost impossible.

Error Class 2 (Response Time 12 hours): The usability of the website or significant parts thereof is impaired such that reasonable use of the website is not possible or is only possible with disproportionate effort.

Error Class 3 (Response Time 24 hours): Other faults that do not impair or only marginally impair the usability of the website.

Designbase assigns error classes at its reasonable discretion. Errors caused by Designbase interrupt active tasks until they are resolved.

4.12 Designbase accepts error reports during Service Hours via the communication channels specified by Designbase. Response times commence upon receipt of the error report by Designbase within its Service Hours. If a response time extends beyond Service Hours, the response time is suspended.

5. Payment Terms

5.1 Payments for retainers are due monthly in advance. Designbase shall establish a suitable payment collection process for this purpose via a service provider of its choice.

5.2 The Customer receives an invoice for the retainer at the beginning of each month.

5.3 Insofar as monthly hour quotas have been agreed, Designbase records the actual time required. The Customer receives a monthly time log, which serves as evidence of the services rendered. Unused time quota expires at the end of the month and is not transferable. If Designbase works hours beyond the agreed retainer, the Customer shall be informed prior to the additional expenditure being incurred and asked to approve it. The additional expenditure is to be remunerated pursuant to Section 4.4.

6. Contract Duration, Amendments, and Termination

6.1 The individual order for a retainer package under these Supplementary Contract Terms is concluded for an indefinite period, but for a minimum of the agreed minimum term. During the minimum term, either party may terminate the individual order at any time effective at the end of the minimum term. If the individual order is not terminated in time, it is extended by one month at a time and may then be terminated by either party at any time effective at the end of the respective contract period.

6.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists if, taking into account all the circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed end date or until the expiry of a notice period.

6.3 Changes to the hour quota, so-called "upgrades and downgrades," may be made by the Customer at any time after the minimum term has expired. The change takes effect at the earliest in the following month and applies until further notice.

6.4 Terminations and changes to the hour quota must be made in writing or in text form (e.g. by email).

Version: April 2026

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