General Terms and Conditions

The English version is provided for information only. Only the German version is legally binding. In the event of any discrepancy, the German version prevails.

Structure of these Terms and Conditions

These Terms and Conditions consist of a General Part (Part A), which applies to all services, and service-specific annexes (Part B). For a specific project, the General Part and the relevant annex apply together. In the event of conflict, the following order of precedence applies: (1) the individual order or contract, (2) the relevant service annex, (3) the General Part.

• Annex 1: Retail and Visual Merchandising

• Annex 2: Hospitality and Interior Styling

• Annex 3: Coaching and Training

• Annex 4: Events

Part A: General Part

Section 1 Scope

(1) These General Terms and Conditions ("GTC") apply to all contracts between Schumacher Solutions GmbH ("SCHUMACHER") and its clients ("Client") for the provision of services, work performance and consulting services.

(2) These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers within the meaning of Section 13 BGB.

(3) Deviating, conflicting or supplementary terms of the Client do not become part of the contract unless SCHUMACHER expressly agrees to their validity in text form. This also applies where SCHUMACHER performs the service without reservation in the knowledge of such terms.

(4) These GTC also apply to all future transactions with the Client without any need for renewed reference.

Section 2 Offer and Conclusion of Contract

(1) Offers made by SCHUMACHER are non-binding unless expressly designated as binding. Unless stated otherwise, offers are valid for 30 days from the date of the offer.

(2) The contract is concluded when the Client places an order and SCHUMACHER confirms it in text form, or at the latest when SCHUMACHER commences performance.

(3) Employees, freelancers, representatives and other vicarious agents of SCHUMACHER are not authorised to make verbal side agreements or give assurances that go beyond the content of the contract.

Section 3 Scope of Services and Changes

(1) The scope, content and timing of the services follow from the offer, the order confirmation or the individual contract together with the relevant service annex.

(2) SCHUMACHER owes the agreed service in accordance with professional standards. No specific commercial outcome is owed or warranted, in particular no specific increase in the Client's revenue, sales or reach.

(3) Requests by the Client to change or extend the scope after conclusion of the contract require an agreement in text form. SCHUMACHER will inform the Client of the resulting effects on remuneration and deadlines. Until agreement is reached, the original scope of services remains authoritative.

(4) SCHUMACHER is entitled to render partial performance where this is reasonable for the Client.

Section 4 Client's Duties to Cooperate

(1) The Client shall provide SCHUMACHER with all information, documents, materials, access rights and approvals required for the provision of the services in good time, in full and free of charge.

(2) The Client shall ensure that the premises, areas or properties are accessible, operational and safe at the agreed time. The Client shall obtain any required official or landlord approvals at its own expense.

(3) The Client shall provide approvals and decisions within the agreed periods, otherwise within five working days of submission.

(4) If the Client fails to fulfil its duties to cooperate or does so late, agreed deadlines shall be extended appropriately. SCHUMACHER may invoice the resulting additional effort at the agreed rates or, failing that, at SCHUMACHER's applicable hourly rates.

Section 5 Deployment of Employees, Freelancers and Third Parties

(1) SCHUMACHER is entitled to use its own employees, freelancers, subcontractors and partner agencies to provide the services and to replace them in the course of performing the contract. The Client is entitled to the deployment of specific individuals only where this has been expressly agreed.

(2) The individuals deployed perform their work exclusively on the instructions and under the direction of SCHUMACHER. The Client has no right to issue instructions to these individuals. The individuals deployed are not integrated into the Client's work organisation.

(3) The contract is a service or works contract. It constitutes neither temporary agency work within the meaning of the German Temporary Employment Act (AÜG) nor an employment or service relationship between the Client and the individuals deployed by SCHUMACHER.

(4) The Client shall not issue work-related individual instructions to the individuals deployed. Any necessary technical coordination shall take place exclusively via the project management designated by SCHUMACHER. Safety-related instructions issued by the Client under its right of domicile remain unaffected.

(5) Before work commences, the Client shall inform the individuals deployed of the safety and accident prevention regulations applicable at the place of deployment and shall provide a workplace that complies with statutory requirements.

Section 6 Remuneration and Additional Costs

(1) Remuneration follows from the offer or the order confirmation. All prices are net and subject to statutory value added tax at the applicable rate.

(2) Unless a fixed fee has been agreed, SCHUMACHER invoices on a time and materials basis at the agreed hourly or daily rates.

(3) Travel time, travel and accommodation costs, material costs, third-party services and other project-related expenses are charged in addition unless expressly agreed otherwise.

(4) Cost estimates are non-binding. If an overrun of more than ten per cent becomes apparent, SCHUMACHER will inform the Client without delay.

(5) For projects with a term of more than two months or an order volume exceeding EUR 5,000.00, SCHUMACHER is entitled to issue interim invoices based on the progress of the work.

Section 7 Payment Terms, Default, Set-off

(1) Invoices are due for payment without deduction within 14 days of the invoice date.

(2) Upon expiry of the payment period, the Client is in default without further reminder. SCHUMACHER is entitled to charge default interest at nine percentage points above the base rate and the flat-rate sum under Section 288(5) BGB. The assertion of further damages caused by default remains reserved.

(3) The Client may only set off claims that are undisputed or have been finally determined by a court. The Client has a right of retention only to the extent that it is based on the same contractual relationship.

(4) If, after conclusion of the contract, there are justified doubts as to the Client's solvency, SCHUMACHER is entitled to make further performance conditional upon advance payment or the provision of security.

Section 8 Deadlines and Dates

(1) Deadlines and dates are non-binding unless expressly agreed as binding in text form.

(2) Delays caused by late or incomplete cooperation on the part of the Client, by official requirements or by other circumstances for which SCHUMACHER is not responsible shall extend the deadlines appropriately.

(3) Where SCHUMACHER is responsible for damage caused by delay, liability for such damage is limited to the remuneration agreed for the affected service. Section 18 remains unaffected.

Section 9 Acceptance

(1) Where the service has the character of a works contract, the Client shall accept it without undue delay upon completion. Acceptance takes place in text form or by means of an acceptance protocol.

(2) If the Client does not accept the service within five working days of notification of completion and does not identify any material defects in text form within that period, the service is deemed accepted.

(3) Putting the service into use by the Client, in particular opening or releasing a designed area to the public, is deemed to constitute acceptance.

(4) Immaterial defects do not entitle the Client to refuse acceptance.

Section 10 Cancellation and Postponement

(1) If the Client cancels or postpones a commissioned service, the following amounts are payable:

• up to 11 working days before the agreed start of implementation: the agency costs incurred up to that point

• 10 to 6 working days before: the total agency costs incurred plus 30 per cent of the calculated implementation costs

• 5 to 3 working days before: the total agency costs incurred plus 50 per cent of the calculated implementation costs

• from 2 working days before: the total agency costs incurred plus 100 per cent of the calculated implementation costs

(2) Third-party services, material and travel costs already firmly commissioned must be reimbursed in full in any event to the extent they cannot be cancelled.

(3) The Client reserves the right to prove that no loss has been incurred at all or that the loss is substantially lower than the above amounts.

Section 11 Term and Termination

(1) The contract term follows from the individual contract. The Client is obliged to accept the agreed services for the agreed term and to enable their provision.

(2) Contracts involving ongoing provision of services with no fixed term may be terminated by either party in text form with eight weeks' notice to the end of a month.

(3) The right to terminate for good cause remains unaffected for both parties. Good cause exists for SCHUMACHER in particular where the Client is more than 30 days in default with a payment due.

(4) Where remuneration is time-based, SCHUMACHER retains its claim to remuneration until the termination takes effect. Where remuneration is not time-based, SCHUMACHER retains its claim to the full agreed remuneration but must allow credit for what it saves as a result of non-performance or acquires through other use of its services.

(5) The Client's right of termination under Section 648 BGB remains unaffected.

Section 12 Non-Solicitation

(1) The Client undertakes not to solicit, employ, engage or induce to terminate their cooperation with SCHUMACHER any employees, freelancers or other contractual partners of SCHUMACHER who have worked for the Client in the context of the contractual relationship. The Client shall not use third parties for this purpose.

(2) This obligation applies for the duration of the contractual relationship and for twelve months thereafter.

(3) For each culpable breach, the Client undertakes to pay a contractual penalty of EUR 10,000.00. Several breaches based on a single course of conduct are deemed to constitute one breach. The assertion of further damages remains unaffected; the contractual penalty is credited against such damages.

(4) Paragraph 1 does not apply where the person concerned applies for a publicly advertised position with the Client without having been induced to do so by the Client.

Section 13 Rights of Use and Copyright

(1) Concepts, drafts, sketches, plans, guidelines, training materials, photographs and other work results of SCHUMACHER are protected by copyright. Copyright protection is deemed agreed between the parties even where the level of originality required under Section 2 of the German Copyright Act is not reached.

(2) Upon full payment of the agreed remuneration, the Client receives a simple right of use, limited to the agreed territory and the agreed duration, for the contractually agreed purpose. Where the purpose is not expressly specified, the purpose apparent from the contract applies.

(3) Any use beyond this, in particular reproduction, adaptation, transfer to third parties, granting of sublicences or imitation by other service providers, requires a separate agreement in text form and additional remuneration.

(4) Drafts and concepts not commissioned or not implemented remain entirely with SCHUMACHER.

(5) Where the Client provides materials, sketches, trade marks or templates, it warrants that it holds the necessary rights. The Client shall indemnify SCHUMACHER against third-party claims arising from their use. SCHUMACHER has no duty of examination in this respect.

(6) Suggestions and instructions from the Client do not create any joint authorship.

Section 14 References and Photographic Documentation

(1) SCHUMACHER is entitled to photograph and film the services rendered and to use the resulting images as well as the Client's name and logo for its own reference and advertising purposes, in particular on its own website, in presentations and on social media.

(2) Recordings are made outside opening hours or in such a way that customers and employees of the Client are not depicted identifiably, unless agreed otherwise.

(3) The Client may object in text form, in whole or in part, to the use under paragraph 1. For projects subject to a confidentiality agreement or an embargo, paragraph 1 applies only following the Client's express release.

Section 15 Confidentiality

(1) Both parties undertake to treat as confidential all information of the other party that becomes known to them in the context of the contractual relationship, not to disclose it to third parties and to use it only for the purposes of performing the contract.

(2) This does not apply to information that is publicly known or becomes known without fault on the part of the receiving party, that was already known to the receiving party, or the disclosure of which is required by law or by a public authority.

(3) SCHUMACHER may pass on confidential information to employees, freelancers and subcontractors deployed, to the extent necessary for performance of the contract and provided they have been correspondingly bound.

(4) The obligation continues to apply for three years after termination of the contract. For trade secrets within the meaning of the German Trade Secrets Act, it applies without time limit.

Section 16 Data Protection

(1) Both parties shall comply with the applicable data protection provisions, in particular the General Data Protection Regulation and the German Federal Data Protection Act.

(2) Where SCHUMACHER processes personal data on behalf of the Client, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins.

(3) In all other respects, the parties process the contact data of the other party arising in the context of the business relationship under their own responsibility for the performance of the contract pursuant to Art. 6(1)(b) GDPR. Further information can be found in SCHUMACHER's privacy notices.

Section 17 Warranty

(1) SCHUMACHER provides the services free from defects in quality and title in accordance with the agreed scope of services.

(2) The Client shall notify apparent defects without delay, at the latest within five working days of acceptance, in text form. Hidden defects shall be notified without delay upon discovery.

(3) In the case of a justified notice of defect, SCHUMACHER shall provide subsequent performance by way of rectification or re-performance at its own discretion. If subsequent performance fails twice, the Client may reduce the remuneration or withdraw from the contract.

(4) The warranty period is twelve months from acceptance, unless longer periods apply by mandatory law.

(5) The Client bears the risk of the legal admissibility of the measures it commissions, in particular with regard to competition law, advertising law and third-party trade mark and copyright.

Section 18 Liability

(1) SCHUMACHER is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee assumed.

(2) In the case of simple negligence, SCHUMACHER is liable only for breach of a material contractual obligation, that is an obligation the fulfilment of which is essential to the proper performance of the contract and on the observance of which the Client may regularly rely. In such cases, liability is limited to the foreseeable damage typical for this type of contract.

(3) Liability under paragraph 2 is limited in amount to the net remuneration agreed for the order concerned, but in any event to a maximum of EUR 5,000,000.00 per event of damage.

(4) Any further liability is excluded. This applies in particular to lost profit, unrealised increases in revenue and indirect damage.

(5) The above limitations of liability also apply for the benefit of the legal representatives, employees, freelancers and vicarious agents of SCHUMACHER.

(6) SCHUMACHER is liable in accordance with the above principles for damage caused by properly selected and instructed individuals to the property of the Client or of third parties. The Client is required to identify and secure particularly valuable or sensitive items before work begins.

Section 19 Force Majeure

(1) Events of force majeure that substantially impede or prevent performance by SCHUMACHER entitle SCHUMACHER to postpone performance for the duration of the impediment plus an appropriate start-up period.

(2) Force majeure includes in particular natural disasters, epidemics and pandemics, official orders, strikes, lockouts, shortages of energy and raw materials, and disruptions to transport and supply chains for which SCHUMACHER is not responsible.

(3) If the impediment lasts longer than two months, either party may withdraw from the contract. Services already rendered shall be remunerated. No further claims exist.

Section 20 Final Provisions

(1) Amendments and additions to the contract require text form. This also applies to any amendment of this clause. Individual agreements pursuant to Section 305b BGB take precedence.

(2) All legal relationships between SCHUMACHER and the Client are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and the rules of private international law.

(3) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Munich, Germany, where the Client is a merchant, a legal entity under public law or a special fund under public law. SCHUMACHER is also entitled to bring proceedings at the Client's general place of jurisdiction.

(4) Should any provision of these GTC be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The parties shall replace the invalid provision with a valid provision that comes closest to the intended economic purpose. The same applies to gaps in the provisions.

(5) The German version of these GTC is authoritative. Translations are provided for information purposes only.

As of: Berg, August 2026

Part B: Service Annexes

Annex 1: Retail and Visual Merchandising

In addition to the General Part, the following applies to services in the field of visual merchandising, store design, floor layout, guideline creation, campaign and event VM and trade fair construction:

1. Subject matter. SCHUMACHER provides the conception, planning and implementation of product presentations and floor layouts as well as the creation of VM guidelines and reporting. No specific increase in revenue or sales is owed.

2. Access and implementation window. The Client shall ensure that the area is accessible during the agreed implementation window, that goods, displays and materials are available on site in full, and that power, lighting and, where applicable, ladders or lifting aids are available. Delays arising from this area are borne by the Client.

3. Goods and materials. The goods remain the property and in the custody of the Client. SCHUMACHER assumes no responsibility for stock, inventory or security. Damage to goods shall be documented jointly without delay, at the latest on the following day.

4. Reporting. Where digital reporting has been agreed, it is provided in the agreed format within five working days of implementation. Photographic documentation constitutes work results within the meaning of Section 13 of the General Part.

5. Multi-store projects. In roll-outs across several locations, each store is deemed to be a partial service. Acceptance takes place per store. Cancellations of individual locations for reasons attributable to the Client entitle SCHUMACHER to invoice the effort incurred including travel.

6. Guidelines. VM guidelines created may be used by the Client for its own store operations. Transfer to franchisees, distributors or wholesale partners requires a separate agreement.

Annex 2: Hospitality and Interior Styling

In addition to the General Part, the following applies to services in the field of interior styling, sourcing and buying and concept development for hotels, restaurants, bars, resorts, clubs and comparable properties:

1. Definition of the services. SCHUMACHER provides interior styling, that is the selection, procurement and placement of decorative and furnishing elements. SCHUMACHER does not provide interior architecture services, object planning, structural, fire safety or construction management services, and no services under the German Fee Structure for Architects and Engineers (HOAI). Compliance with building, fire safety and occupational safety requirements is the responsibility of the Client.

2. Sourcing and buying. Where SCHUMACHER procures items in the name and for the account of the Client, the delivery, warranty and return conditions of the respective supplier apply. SCHUMACHER is not liable for defects in procured goods but assigns its own claims against the supplier to the Client and supports the Client in enforcing them.

3. Budget and approvals. Procurement takes place only within the budget framework approved in text form. Overruns require the Client's prior consent.

4. Samples. Samples provided for inspection remain the property of the supplier or of SCHUMACHER and shall be returned undamaged if not accepted.

5. Plants and perishable elements. No warranty is given for the durability and condition of live plants, cut flowers, fragrance and consumable materials after handover. Care instructions are provided; care is the responsibility of the Client.

6. Photographic documentation. Section 14 of the General Part applies with the proviso that recordings in guest areas are made exclusively outside guest operations.

Annex 3: Coaching and Training

In addition to the General Part, the following applies to training, coaching and educational services:

1. Nature of the services. Coaching and training services are services in the legal sense. No particular learning, behavioural or sales success on the part of participants is owed or warranted.

2. Number of participants. The agreed number of participants is binding. Exceeding it requires SCHUMACHER's consent and may be charged additionally. Falling below it does not reduce the remuneration.

3. Cancellation and postponement of dates. By way of derogation from Section 10 of the General Part, the following applies to individual dates: cancellation up to 14 calendar days before the date is free of charge; up to 7 calendar days before, 50 per cent of the fee is payable; thereafter, 100 per cent of the fee is payable. Travel and preparation costs already incurred shall be reimbursed in any event.

4. Training materials. Materials, concepts and documents remain the copyright of SCHUMACHER. The Client receives a simple right of use for internal use by the persons trained. Reproduction, transfer to third parties and delivery of the training by the Client on the basis of these materials are not permitted without a separate agreement.

5. Recordings. Audio, video and image recordings of the training by the Client or participants are permitted only with prior consent in text form.

6. Confidentiality in coaching. The content of individual coaching sessions is treated as confidential and is not reported to the Client without the consent of the person coached. Reporting takes place exclusively on an aggregated basis.

Annex 4: Events

In addition to the General Part, the following applies to the conception, planning and execution of events, fashion shows, product launches and comparable formats:

1. Status as organiser. The Client is the organiser in the legal sense unless expressly agreed otherwise. SCHUMACHER acts as a service provider for conception, production and execution.

2. Permits and levies. Official permits, registrations with collecting societies, the German artists' social security contribution, taxes and comparable levies are the responsibility of the Client. SCHUMACHER supports the application process where agreed.

3. Safety. The safety concept, security personnel, fire safety and first aid are the responsibility of the Client as organiser. Where SCHUMACHER points out safety-relevant matters, this does not release the Client from its responsibility.

4. Artists and service providers. Where artists, models, technical or catering service providers are arranged or commissioned in the name of the Client, their respective terms apply. In the event of the withdrawal of individual participants, SCHUMACHER is entitled to provide equivalent substitutes.

5. Cancellation. By way of derogation from Section 10 of the General Part, locations, fees, technical equipment and catering already firmly booked shall be reimbursed in full irrespective of the time of cancellation, to the extent they cannot be cancelled. In all other respects, the schedule under Section 10 applies.

6. Weather and cancellation. For outdoor events, the Client bears the weather risk. Cancellation due to weather does not affect SCHUMACHER's claim to remuneration.

7. Recordings. The Client shall ensure that participants, guests and contributors are informed about image and sound recordings and that the necessary consents have been obtained.