General Terms and Conditions Germany

1. contract partner.

The contractual partners are Entourage GmbH, Nymphenburger Straße 39, 80335 Munich, represented by the managing directors Dominik M. Aumer and Moritz Haucke (hereinafter "Entourage"), and the respective customer (hereinafter "Client").

2. scope and subject matter of the contract.

These General Terms and Conditions apply to all consulting and support services that Entourage provides for companies, particularly in the life sciences, medical technology, pharmaceuticals and biotechnology sectors. This includes strategic consulting, project support, operational collaboration, interim management and, in addition, personnel placement.

Individual contractual agreements shall take precedence over these GTC. Deviating GTC of the client shall only apply if Entourage agrees to their validity in writing.

3. scope of services and implementation.

The specific content, objectives and time frame for the provision of services are set out in the respective individual contract, offer or project plan. Entourage provides services as work or services within the meaning of §§ 611 ff. or 631 ff. BGB (GERMAN CIVIL CODE).

Entourage shall be responsible for the selection of consultants. The exchange of personnel is possible, provided that the agreed service is continued in an equivalent manner.

The client undertakes to provide all information, documents, access and cooperation required for the provision of services in good time.

4. remuneration and terms of payment.

Remuneration is based on the daily rates, flat rates or time budgets agreed in the contract or offer. Travel costs, expenses and external costs are invoiced separately.

Payments are due without deduction within 14 days of invoicing. In the event of late payment, the statutory default interest (§ 288 BGB) shall apply. Offsetting is only permitted with undisputed or legally established claims.

5. term, termination and end of project.

The term and any notice periods are set out in the respective individual contract or offer between Entourage and the Client.

Unless otherwise agreed, the contractual relationship may be terminated by either party subject to a reasonable notice period. Notice of termination must be given in writing.

An extraordinary right of termination remains unaffected by this, in particular in the event of serious breaches of duty or in the event of a significant change in the financial circumstances of a contractual partner.

In the event of termination, services rendered up to that point and non-cancellable expenses shall be reimbursed by the client.

6. confidentiality and data protection.

Both parties undertake to keep confidential and not to disclose to third parties any information received in the course of the cooperation that is marked as confidential or is confidential by nature. This also applies beyond the end of the contract.

Entourage processes personal data in accordance with the applicable data protection regulations (in particular the GDPR). Separate data protection information is provided.

7. liability.

Entourage shall only be liable for damages in cases of intent and gross negligence. In the case of simple negligence, liability is limited to typically foreseeable damages and to a maximum of the order amount.

Liability for loss of profit, loss of data, indirect damage and consequential damage is excluded. Statutory liability under the Product Liability Act and for injury to life, limb and health remains unaffected.

8. special regulation: personnel placement.

8.1 Presentation of a candidate.

A candidate is deemed to have been introduced if the client has been provided with information that enables clear identification. If a contract is concluded with the candidate within 12 months of the presentation, it is assumed that the placement was made by Entourage.

If the candidate was already known to the client beforehand, Entourage must be notified of this in writing within 14 days and proof must be provided on request.

8.2 Commission.

Upon successful placement, a commission based on the candidate's gross annual remuneration (incl. bonuses, premiums, company car, etc.) will be paid:

Gross annual salary	Commission
from € 90,000.01	36 %
60.000,01 € - 90.000,00 €	33 %
30.000,01 € - 60.000,00 €	30 %
up to € 30,000	9,900 € Fixed amount

In the case of freelancers, the commission is based on the agreed daily rate, analogous to project billing.

8.3 Maturity.

The commission is due when the contract between the client and candidate is signed. For premium search assignments, a graduated payment applies (e.g. 12% on assignment, 12% after interview, 12% on recruitment).

8.4 Substitute candidate.

If a placed candidate is terminated within six months for behavioral reasons, Entourage offers a free replacement search for three months. The prerequisite is timely written notification of the process.

9. information obligations.

The client shall inform Entourage immediately of the conclusion of a contract with a presented candidate and of any changes that have an influence on the project or placement process. The agreed remuneration must be documented in writing upon request.

10 Final provisions.

German law shall apply to all contractual relationships. The place of jurisdiction is Munich, provided that both parties are merchants.

Should individual clauses of these GTC be or become invalid, this shall not affect the validity of the remaining provisions.