General Terms and Conditions.

§ 1Provider / Scope

(1) The following General Terms and Conditions (hereinafter "GTC") apply to all contracts between WOODS Business Solutions, owner Zachary Woods, John-Skilton Straße 22, 1st Floor, 97074 Würzburg, Germany (hereinafter "WBS") and the customer concerning the services offered by WBS, in particular consulting, design, implementation, training, support, and maintenance services in the area of Microsoft Dynamics 365, Microsoft Power Platform, and Microsoft 365 / cloud technologies.

(2) These GTC apply exclusively to businesses (Unternehmer within the meaning of § 14 BGB), legal entities under public law, and special funds under public law. Where, as an exception, a contract is concluded with a consumer within the meaning of § 13 BGB, § 12 of these GTC applies.

(3) The customer's own general terms and conditions do not apply, even if reference is made to them in orders or other documents and WBS does not expressly object to their application in the individual case.

§ 2Conclusion of Contract

(1) The presentation of services on woods.consulting and in marketing materials does not constitute a binding offer by WBS.

(2) At the customer's request, WBS prepares an individual offer or a Statement of Work (hereinafter "SoW") setting out the scope, fees, and timeframe of the service in detail.

(3) The contract comes into force upon written or electronic acceptance of the offer by the customer (email is sufficient), or at the latest upon commencement of the service by WBS at the customer's instigation.

(4) For long-term business relationships, the parties may conclude a framework agreement governing the conditions for a series of individual assignments. Individual assignments under a framework agreement become binding through corresponding declarations of intent (e.g. order form, email).

§ 3Description of Services

(1) WBS provides services in the area of Microsoft technologies, in particular:

• Consulting and design for Microsoft Dynamics 365, Power Platform, and Microsoft 365 / cloud solutions
• Architecture, implementation, configuration, and customization of the foregoing platforms
• Migration and data transfer
• Training of users and administrators
• Maintenance, support, and further development of implemented systems
• Time-and-materials work

(2) The scope of services in each case is determined by the individual offer or Statement of Work for the respective assignment. In the event of a conflict, the individual agreement prevails over these GTC.

(3) Services are rendered in accordance with the state of the art and with the care of a prudent business person. Unless expressly agreed otherwise, the services are services in the sense of § 611 BGB (Dienstleistung), not work or specific results in the sense of § 631 BGB (Werkleistung); no particular result is owed.

(4) WBS is entitled to engage suitable subcontractors to perform the contract. WBS's obligations toward the customer remain unaffected.

§ 4Fees / Service Hours

(1) Fees are determined by the relevant offer or individual Statement of Work. Unless agreed otherwise therein, the rates below apply. All amounts are exclusive of applicable statutory VAT.

(2) Travel, accommodation, and meal expenses are borne by the customer unless otherwise agreed:

• Car: flat rate of € 0.60 per kilometer driven, per vehicle
• Rail travel and meals: at tax-permissible flat rates, against documentation

(3) Services are provided during standard service hours, Monday to Friday, 08:00 to 20:00 (eight hours per working day).

(4) For services rendered at the customer's express request outside standard service hours, the following surcharges apply on top of the hourly rate, provided WBS is not responsible for the cause:

§ 5Payment Terms

(1) Services rendered on a time-and-materials basis are invoiced monthly in arrears against a timesheet.

(2) For fixed-price projects, invoicing takes place in accordance with the milestones agreed in the relevant offer or SoW; otherwise on a pro-rata monthly basis over the project term.

(3) Recurring services (in particular support and maintenance contracts) are — unless otherwise agreed — invoiced monthly in advance.

(4) Payment is made at the customer's choice:

1. by SEPA direct debit (collection within 14 days of the invoice date; mandate granted separately), or
2. by invoice (payment due 14 days net from the invoice date).

(5) In the event of payment default, statutory default interest applies. WBS is entitled to suspend the provision of services after a reminder with an appropriate deadline.

(6) The customer's rights of set-off and retention apply only to the extent that its counterclaims have been finally adjudicated or are undisputed.

(7) License, subscription, and other third-party costs (in particular Microsoft licenses and third-party services) incurred in the course of service provision are borne directly by the customer, unless expressly agreed otherwise. Where such costs are exceptionally advanced by WBS, they are passed on at cost. Third-party price changes are communicated to the customer in text form as soon as WBS becomes aware of them.

§ 6Contract Term and Termination

(1) Contracts for project-based services (consulting, design, implementation, migration, training) end upon completion of the agreed services or project acceptance, unless otherwise stipulated in the relevant offer.

(2) Contracts for ongoing services (in particular support, maintenance, managed services) are — unless otherwise agreed — concluded for an indefinite period and may be terminated by either party in text form (email is sufficient) with three months' notice to the end of a calendar month.

(3) Where a minimum term is agreed in the individual offer, it applies. Ordinary termination is excluded during the minimum term.

(4) The right to extraordinary termination for cause remains unaffected. For WBS, cause exists in particular where payment is overdue by more than 30 days following a reminder.

§ 7Customer's Cooperation Obligations

(1) The customer is obliged to support WBS in the performance of the contract immediately upon request and free of charge. The customer's cooperation obligations are principal contractual obligations.

(2) The customer shall provide in good time all prerequisites required for the provision of services, in particular:

• Access to the relevant Microsoft environments (e.g. Dynamics 365, Power Platform, Microsoft 365, Azure tenants) with the necessary permissions
• Required licenses and permissions for WBS staff and any subcontractors engaged
• Test and development environments, insofar as required for the respective task
• Functional and technical information, documentation, and sample data necessary for the provision of services

(3) The customer warrants that it is the owner or authorized user of the systems and data concerned, and that all components and content used are lawfully acquired and properly licensed. The customer indemnifies WBS against third-party claims arising from this.

(4) Before the commencement of services, the customer designates a central point of contact who is responsible for coordination with WBS and authorized to make binding decisions on behalf of the customer.

(5) The customer is obliged to make backup copies of its data and configurations at reasonable intervals, but at least once per working day, and as a matter of principle to test security- and productivity-critical changes first in a non-productive environment. Breach of this obligation constitutes contributory negligence within the meaning of § 254 BGB.

(6) If cooperation does not take place as planned and this results in delays or additional effort, WBS may — without prejudice to its further statutory rights — demand adjustments to the schedule, quantities, and prices. § 615 BGB applies unaffected.

§ 8Liability

(1) WBS is liable without limitation under statutory provisions only for damages caused by intent, including intent on the part of its legal representatives or vicarious agents.

(2) In cases of gross negligence or the absence of a characteristic for which WBS has assumed a written guarantee, WBS is liable only for the foreseeable damage that the breached obligation or guarantee was intended to prevent.

(3) Claims for damages — on any legal basis — and claims for reimbursement of wasted expenditure against WBS that require ordinary negligence exist only where an essential contractual obligation (cardinal duty) has been breached. A cardinal duty is an obligation whose fulfillment makes the proper performance of the contract possible in the first place and on whose observance the contractual partner may regularly rely. Liability for ordinary negligence is limited per incident of damage to the foreseeable damage typically occurring. WBS is liable up to the annual value of the services paid to WBS in the course of which the damage occurred. Liability for lost profits is excluded.

(4) WBS assumes no liability for damages and disadvantages arising from the fact that an IT system or part thereof must be shut down or otherwise impaired during the customer's productive period for installation, maintenance, or migration purposes. The customer may, at its own risk, expressly require that WBS not carry out owed work at certain times.

(5) The limitations of liability do not apply to personal injury or to liability under the German Product Liability Act (Produkthaftungsgesetz). Nor do they apply to the extent that damages are covered by WBS's commercial liability insurance. WBS undertakes to maintain the cover existing at the time of conclusion of the contract.

(6) Claims for damages and claims for reimbursement of wasted expenditure by the customer against WBS lapse one year from the statutory commencement of the limitation period. This shortening does not apply to liability for intent or gross negligence — including intent and gross negligence of legal representatives or vicarious agents — for personal injury, or under the German Product Liability Act.

(7) WBS is not liable for damages caused by third-party software, third-party cloud platforms (in particular Microsoft services), hosting providers, external services, or interference by unauthorized third parties.

§ 9Confidentiality

(1) The contracting parties mutually undertake to treat as confidential all written, verbal, and tangible information — in particular technical and economic information, intentions, experience, findings, designs, documents, and sample parts — that is made available to them by the other party during the term of this agreement or that they receive; not to disclose such information to third parties; to protect it against third-party access; to use it only for purposes connected with the performance of this contract and its annexes; and to pass it on only to employees who are obliged to maintain confidentiality.

(2) Information may be disclosed to affiliated companies within the meaning of § 15 AktG (German Stock Corporation Act), provided that such affiliated companies undertake corresponding confidentiality obligations.

(3) The confidentiality obligation does not apply to information that

• was demonstrably already known to the other party beforehand,
• the other party demonstrably and lawfully receives from third parties without the imposition of a confidentiality obligation,
• is generally known or becomes generally known without breach of the obligations contained in this contract,
• the other party demonstrably develops within the scope of its own independent development work.

(4) The contracting parties shall apply the same degree of care when handling the information confidentially as they apply when handling their own confidential information.

§ 10Non-Solicitation

(1) The contracting parties shall refrain from anything that could result in an employee of the respective other party leaving. "Employee" means both employees of the other party and third parties acting for the other party, or — if the other party itself acts on the market as a subcontractor — employees or third parties acting for its customers. This includes in particular solicitation attempts or other attempts to enter into an employment relationship with the employees of the other party.

(2) For any breach of the non-solicitation obligation, a contractual penalty of € 20,000.00 per instance of solicitation is agreed. This contractual penalty is not payable only if the soliciting party succeeds in demonstrating that the employment relationship with the relevant employee did not come about as a result of solicitation attempts on its part.

(3) This non-solicitation obligation, together with the contractual penalty stipulated here, also applies for an additional period of 24 months beyond the term of this contract.

§ 11Data Protection

(1) WBS processes the customer's personal data in accordance with its privacy policy, available at https://woods.consulting/datenschutz.

(2) Insofar as WBS processes personal data of third parties on behalf of the customer, the parties enter into a separate data processing agreement (DPA) pursuant to Art. 28 GDPR, which prevails over this agreement.

§ 12Right of Withdrawal for Consumers

If the customer is a consumer within the meaning of § 13 BGB, the customer has a statutory right of withdrawal under §§ 312g, 355 BGB. A separate withdrawal notice including a model withdrawal form is provided before conclusion of the contract and together with the order confirmation.

§ 13Miscellaneous

(1) Amendments and supplements to this contract and its essential elements require written form (text form / email is sufficient) and must be expressly designated as such. This also applies to any waiver of this written-form requirement.

(2) This contract is governed exclusively by the law of the Federal Republic of Germany. Where this law refers to foreign legal systems, such references are invalid. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

(3) The contracting parties agree that — to the extent permitted by law — the Landgericht Nürnberg (Regional Court of Nuremberg) has exclusive jurisdiction over all disputes arising out of or in connection with this contract and its essential elements. WBS is, however, entitled to bring proceedings before any other competent court. Before any court proceedings, the contracting parties are to undertake an out-of-court attempt at resolution, if necessary with the involvement of qualified third parties, unless such an attempt appears unpromising.

(4) WBS may include the customer's name in its customer list. The customer is available, subject to prior agreement, as an active reference customer.

(5) Should individual provisions of these GTC be invalid, or should these GTC contain gaps, the validity of the remaining provisions shall not be affected. In place of the invalid provision, that valid provision shall be deemed agreed which corresponds to the sense and purpose of the invalid provision and most closely reflects the economic content of the provision to be replaced. In the case of gaps, that provision shall be deemed agreed which corresponds to what would reasonably have been agreed in accordance with the sense and purpose of these GTC had the matter been considered from the outset.