General Terms and Conditions

This English version is provided for information only. Only the German version is legally binding.

Version: September 2026

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 applicable Annex apply together. In case of conflict, the following order of precedence applies: (1) the individual contract, in particular the document "Offer & Contract" or a framework agreement, (2) the applicable Service Annex, (3) the General Part.

• Annex 1: Retail (Visual Merchandising, Sales Support, Production)

• Annex 2: Hospitality (Interior Styling, Sourcing, Concept Development)

• Annex 3: Coaching & Training

• Annex 4: Event

All time periods in these Terms and Conditions are calendar days.

Part A: General Part

§ 1 Scope

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Schumacher Solutions GmbH (hereinafter "Schumacher Solutions") and its clients (hereinafter "Client") for the provision of services, works and consulting services. The version in force at the time of conclusion of the contract applies, available at www.schumacher-solutions.com/terms-and-conditions.

(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, in particular purchasing or supplier terms, shall not become part of the contract unless Schumacher Solutions expressly agrees to their applicability in text form. This also applies if Schumacher Solutions performs the service without reservation while aware of such terms.

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

§ 2 Offer and Conclusion of Contract

(1) Offers by Schumacher Solutions are valid until the date stated in the offer, otherwise for 30 days from the offer date. Thereafter, acceptance is subject to availability and price confirmation by Schumacher Solutions.

(2) Services are provided either on the basis of a framework agreement with individual call-offs or on the basis of a project-specific document "Offer & Contract". The contract is concluded as soon as the Client accepts the offer by (a) signing the document "Offer & Contract", (b) confirmation in text form, in particular by e-mail, or (c) transmission of a purchase order referring to the offer. At the latest, the contract is concluded when Schumacher Solutions begins performance.

(3) A purchase order of the Client constitutes acceptance of the offer by Schumacher Solutions on the terms stated therein. Purchasing or supplier terms contained in or referenced by the purchase order do not become part of the contract; § 1 (3) applies accordingly. If the purchase order deviates in substance from the offer, it constitutes a new offer by the Client which requires acceptance by Schumacher Solutions in text form.

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

§ 3 Scope, Type and Changes of Services

(1) The scope, content and time frame of the services result from the offer, the framework agreement or the individual contract together with the applicable Service Annex.

(2) The services of Schumacher Solutions are either services (Dienstleistungen) or works (Werkleistungen). Services include in particular visual merchandising assignments, sales support, styling assignments, coaching, training as well as project management and execution of events. What is owed is professional performance, not a specific result. Works include in particular the production and installation of displays, pop-ups and installations as well as the creation of concepts, visualisations, guidelines and comparable work results. The provisions on acceptance (§ 9) and warranty (§ 17) apply only to works, unless otherwise provided therein.

(3) Schumacher Solutions owes the agreed service according to professional standards. A specific economic result, in particular a specific increase in the Client's sales, turnover or reach, is not owed and not guaranteed.

(4) Requests by the Client for changes or extensions after conclusion of the contract require an agreement in text form. Schumacher Solutions shall inform the Client of the resulting effects on remuneration and deadlines. Until agreement is reached, the original scope remains decisive.

(5) Schumacher Solutions is entitled to render partial services insofar as this is reasonable for the Client.

§ 4 Duties of the Client to Cooperate

(1) The Client shall provide Schumacher Solutions with all information, documents, materials, access and approvals required for performance in a timely, complete manner and free of charge.

(2) The Client shall ensure that premises, spaces or objects are accessible, ready for work and safe at the agreed time. Required official or landlord permits shall be obtained by the Client at its own expense.

(3) Approvals and decisions of the Client shall be given within the agreed periods, otherwise within seven days of submission.

(4) If the Client fails to fulfil its duties to cooperate or does so late, agreed dates shall be postponed accordingly. Schumacher Solutions may charge the resulting additional effort at the agreed rates, alternatively at the hourly rates of Schumacher Solutions applicable at the time.

§ 5 Deployment of Employees, Freelancers and Third Parties

(1) Schumacher Solutions is entitled to deploy its own employees, freelancers, subcontractors and partner agencies to perform the services and to replace them in the course of contract performance. The Client has a claim to the deployment of specific persons only if expressly agreed.

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

(3) The contract is a service or works contract. It establishes neither a temporary employment relationship within the meaning of the German Temporary Employment Act (AÜG) nor an employment or service relationship between the Client and the persons deployed by Schumacher Solutions.

(4) The Client shall not issue work-related individual instructions to the deployed persons. Necessary professional coordination takes place exclusively via the project management designated by Schumacher Solutions. Safety-related instructions of the Client within the scope of its domiciliary rights remain unaffected.

(5) The Client shall inform the deployed persons before commencement of work about the safety and accident prevention regulations applicable at the place of work and shall provide a workplace that complies with statutory requirements.

§ 6 Remuneration and Ancillary Costs

(1) Remuneration results from the offer, the framework agreement or the individual contract. All prices are net plus statutory value added tax at the applicable rate.

(2) Unless a fixed price has been agreed, Schumacher Solutions invoices on the basis of actual effort 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 additionally unless expressly agreed otherwise.

(4) The remuneration stated in the offer is binding. Items marked in the offer as "on a time and material basis" or "against receipt" are invoiced according to actual effort or against proof, as a rule with the final invoice. Additional effort caused by late or incomplete cooperation of the Client, by subsequent change requests or by an acceleration requested by the Client is charged additionally after prior notice at the agreed rates, alternatively at the hourly rates of Schumacher Solutions applicable at the time.

(5) Schumacher Solutions is entitled to issue an advance payment invoice upon order placement. For orders with a material, production or third-party service component, the advance payment amounts to 50 percent of the order value unless otherwise stated in the offer. For projects with a duration of more than two months, Schumacher Solutions is entitled to interim invoices according to progress.

§ 7 Payment Terms, Default, Set-off

(1) Invoices are due for payment within 14 days of the invoice date without deduction, unless otherwise agreed in the contract.

(2) After expiry of the payment period, the Client is in default without further reminder. Schumacher Solutions is entitled to charge default interest of nine percentage points above the base rate as well as the lump sum pursuant to Section 288 (5) BGB. The assertion of further damages caused by default remains reserved.

(3) The Client may only set off against undisputed or legally established claims. A right of retention exists only insofar as it is based on the same contractual relationship.

(4) If, after conclusion of the contract, there are justified doubts about the Client's ability to pay, or if the Client is in default with a due payment, Schumacher Solutions is entitled to make further services dependent on advance payment or the provision of security.

§ 8 Dates and Deadlines

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

(2) Delays caused by late or incomplete cooperation of the Client, by official requirements or by other circumstances for which Schumacher Solutions is not responsible extend the deadlines accordingly.

(3) If Schumacher Solutions is responsible for damage caused by delay, liability is limited to the remuneration agreed for the affected service. § 18 remains unaffected.

§ 9 Proof of Performance and Acceptance

(1) Services do not require acceptance. Schumacher Solutions documents the service in the agreed format, for example by assignment report, photo documentation or reporting tool. The documentation serves as proof of performance. Review, approval or non-objection by the Client does not constitute acceptance and has no effect on remuneration.

(2) The Client may only complain about a service if Schumacher Solutions has not rendered the agreed service at all or has failed to render material parts of it, in particular if an agreed assignment was not attended, a fixed date was missed or an agreed space was not worked on. Professional execution within the agreed scope, in particular design decisions within the Client's specifications, does not give rise to a complaint. Complaints must be notified without undue delay, at the latest by the end of the second day after the assignment, in text form and with reasons to the project management of Schumacher Solutions. If no complaint is made in time, the service is deemed to have been rendered in accordance with the contract.

(3) Works are deemed accepted upon their completion. Schumacher Solutions notifies completion in text form, as a rule with photo documentation (notice of completion). A separate declaration of acceptance by the Client is not required. Putting the work into use by the Client, in particular opening a space to the public or passing a concept on to executing third parties, also constitutes acceptance.

(4) If Schumacher Solutions itself identifies defects upon completion, Schumacher Solutions remedies them without undue delay. The Client may notify material defects in text form within two days of the notice of completion. A defect is material only if the work result deviates substantially in quality, design or scope from the approved specification, i.e. from the draft, artwork, sample or service description. Immaterial deviations, in particular customary tolerances in material, colour and dimensions, do not give rise to a complaint. Schumacher Solutions remedies justified complaints without undue delay in accordance with § 17. Acceptance remains unaffected.

(5) For projects with several locations or partial services, proof of performance or acceptance takes place per location or partial service.

§ 10 Cancellation, Postponement and Project Delay

(1) If the Client cancels a commissioned service in whole or in part, the cancellation fees specified in the applicable Service Annex apply. In addition, the following paragraphs apply to all services.

(2) A postponement by the Client is treated as a cancellation. This does not apply if the new date is within 30 days of the original date, Schumacher Solutions can perform it with the scheduled personnel and no additional costs arise. Additional costs of a postponement, in particular for rebooking, storage, renewed recruitment or renewed travel, are borne by the Client.

(3) Third-party services bindingly commissioned, materials ordered and travel and accommodation services booked are to be paid in full irrespective of the time of cancellation, insofar as they are not cancellable or only cancellable against a fee. This also applies if travel costs are included in a daily rate as a flat fee.

(4) Production and procurement services are binding upon conclusion of the contract. From the start of production or ordering of materials, the agreed production and material costs as well as the agency services attributable to them are to be paid in full, even if the order as a whole is not carried out.

(5) If a project is postponed after the start of production for reasons for which Schumacher Solutions is not responsible, the agreed payment dates remain unchanged as if the original date had been kept. Storage of produced elements until the new date takes place at the Client's cost and risk. The new date depends on the availability of Schumacher Solutions.

(6) Concept, planning, recruitment and project management services already rendered are to be paid in full in any case. Project management agreed as a flat fee is deemed half rendered upon commencement of deployment planning and fully rendered upon confirmation of the deployment plan or production approval.

(7) The Client remains entitled to prove that no damage has occurred at all or that it is substantially lower than the above amounts. Schumacher Solutions remains entitled to prove higher damage.

§ 11 Term and Termination

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

(2) Individual orders with a defined performance period cannot be terminated ordinarily; § 10 applies to them. Framework agreements and contracts with continuous performance regulate their term and termination themselves. In the absence of such a provision, they may be terminated by either party with three months' notice to the end of a month in text form.

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

(4) If the contract is terminated before complete performance without Schumacher Solutions being responsible for this, the following applies: For remuneration based on time, Schumacher Solutions receives the remuneration for the services rendered up to the time of termination. For fixed prices, Schumacher Solutions receives the agreed remuneration less the expenses saved as a result of the termination and less what is acquired through other use of the released capacity. § 10 (3) to (6) remain unaffected.

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

§ 12 Non-Solicitation

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

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

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

(4) Paragraph 1 does not apply if the person concerned applies for a publicly advertised position of the Client without the Client having induced them to do so.

§ 13 Rights of Use and Copyright

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

(2) Upon full payment of the agreed remuneration, the Client receives a simple right of use, limited territorially to the agreed area and in time to the agreed duration, for the contractually agreed purpose. If the purpose is not expressly regulated, the purpose recognisable from the contract applies.

(3) Any use beyond this, in particular reproduction, editing, transfer to third parties, granting of sub-licences 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 Solutions.

(5) If the Client provides materials, sketches, trademarks or templates, it warrants that it holds the required rights. It indemnifies Schumacher Solutions against claims of third parties arising from their use. Schumacher Solutions has no duty to examine in this respect.

(6) Suggestions and instructions of the Client do not establish joint authorship.

§ 14 References and Image Documentation

(1) Schumacher Solutions is entitled to photograph and film the services rendered and to use the resulting recordings as well as the name and logo of the Client 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 identifiable, unless otherwise agreed.

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

§ 15 Confidentiality

(1) Both parties undertake to treat all information of the other party that becomes known within the contractual relationship confidentially, not to pass it on to third parties and to use it only for the purposes of contract performance.

(2) Excluded is information that is publicly known or becomes known without fault of the receiving party, that was already known to the receiving party, or whose disclosure is required by law or authority.

(3) Schumacher Solutions may pass on confidential information to deployed employees, freelancers and subcontractors insofar as this is necessary for contract performance and they have been bound accordingly.

(4) The obligation continues for three years after termination of the contract. For trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), it continues indefinitely.

§ 16 Data Protection

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

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

(3) Otherwise, the parties process the contact data of the other party arising within the business relationship on their own responsibility for the performance of the contract pursuant to Art. 6 (1) lit. b GDPR. Further information is provided in the privacy notice of Schumacher Solutions, available at www.schumacher-solutions.com.

§ 17 Warranty and Complaints

(1) For services, there is no warranty within the meaning of Sections 633 et seq. BGB. If the Client makes a justified complaint in time pursuant to § 9 (2), Schumacher Solutions makes up the service or provides a replacement assignment insofar as this is still reasonably possible. If this is not possible, remuneration for the part of the service not rendered is waived. Further claims are governed exclusively by § 18.

(2) For works, Schumacher Solutions warrants that the work result conforms to the approved specification. Defects must be notified in accordance with § 9 (4). In the event of a justified complaint, Schumacher Solutions shall, at its own discretion, provide subsequent performance by rectification or new production. If subsequent performance fails twice, the Client may reduce the remuneration or, in the case of material defects, withdraw from the contract.

(3) Schumacher Solutions has displays, pop-ups, installations and comparable elements manufactured by specialised production companies. Subsequent performance is carried out by the respective production company and coordinated by Schumacher Solutions. Characteristics based on samples, proofs, data sheets or material specifications approved by the Client do not constitute a defect. On request, Schumacher Solutions additionally assigns its own warranty claims against the production company to the Client.

(4) For elements produced for single use, in particular campaign pop-ups and displays, defects must be asserted at the latest by the end of the campaign or, where dismantling is commissioned, by dismantling. After dismantling or disposal, warranty claims are excluded because the condition can no longer be verified.

(5) For concept and planning services for shopfitting, store design and interiors, Schumacher Solutions owes the concept only. Execution is carried out by trades commissioned directly by the Client. Contracts and warranty for the execution exist exclusively between the Client and the respective trade. If Schumacher Solutions coordinates the trades on request, it does so in the name and for the account of the Client, and this does not establish any warranty by Schumacher Solutions for their work. If Schumacher Solutions exceptionally commissions the execution itself, paragraph 3 applies.

(6) For materials, objects and goods procured by Schumacher Solutions in the name and for the account of the Client, the warranty terms of the respective supplier apply. Schumacher Solutions assigns its own claims against the supplier to the Client and supports their enforcement.

(7) The warranty period for works is twelve months from acceptance, unless paragraph 4 provides for a shorter period. This does not apply to claims under § 18 (1).

(8) The Client bears the risk of the legal admissibility of the measures it commissions, in particular with regard to competition law, advertising law and trademark and copyright of third parties.

§ 18 Liability

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

(2) In the case of simple negligence, Schumacher Solutions is liable only for breach of a material contractual obligation, i.e. an obligation whose fulfilment enables the proper performance of the contract in the first place and on whose observance the Client may regularly rely. In this case, liability is limited to the foreseeable damage typical for the contract at the time of conclusion.

(3) Liability under paragraph 2 is limited in amount to the net remuneration agreed for the affected order, but at most to EUR 5,000,000.00 per claim.

(4) Any further liability is excluded. This applies in particular to lost profits, failed sales increases and indirect damages.

(5) The above limitations of liability also apply in favour of the legal representatives, employees, freelancers and vicarious agents of Schumacher Solutions.

(6) For damage caused by properly selected and instructed persons to the property of the Client or third parties, Schumacher Solutions is liable according to the above principles. The Client is required to identify and secure particularly valuable or sensitive items before work begins.

§ 19 Force Majeure

(1) Events of force majeure that substantially impede or prevent performance by Schumacher Solutions entitle Schumacher Solutions to postpone the service by the duration of the impediment plus a reasonable start-up period.

(2) Force majeure includes in particular natural disasters, epidemics and pandemics, official orders, strikes, lockouts, shortages of energy and raw materials as well as transport and supply chain disruptions for which Schumacher Solutions is not responsible. The short-term illness-related absence of a deployed person does not constitute force majeure; in this respect Annex 1 clause 3 applies.

(3) If the impediment lasts longer than two months, both parties are entitled to withdraw from the contract. Services already rendered are to be remunerated. There are no further claims.

§ 20 Final Provisions

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

(2) All legal relationships between Schumacher Solutions 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 private international law.

(3) Place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Munich, provided the Client is a merchant, a legal entity under public law or a special fund under public law. Schumacher Solutions is also entitled to bring an action 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 economic intent. The same applies to gaps.

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

Version: Berg, September 2026

Part B: Service Annexes

Annex 1: Retail (Visual Merchandising, Sales Support, Production)

In addition to the General Part, the following applies to services in the areas of visual merchandising, sales support, production and installation of displays and pop-ups, and guideline creation:

A. Common Rules

1. Subject matter. Schumacher Solutions provides merchandise presentation, space design and sales support on premises of the Client or its retail partners as well as the production and installation of displays and pop-ups. A specific sales or turnover result is not owed.

2. Assignment day and daily rate. An assignment day comprises the number of hours on site stated in the offer. The daily rate applies to the assignment day as a whole. The deployed person is booked for the entire day including travel; a shorter time on the floor does not reduce the daily rate. Time exceeding the agreed number of hours is charged per hour or part thereof at the agreed rate and coordinated in advance.

3. Personnel and replacement. Schumacher Solutions selects the deployed persons from its own team and freelancer pool and is entitled to replace a person with an equally qualified one. Scope, quality and price remain unaffected. If a person is unavailable at short notice and no replacement can be provided, the uncovered assignment day is not charged. The Client has no further claims.

4. Time management. The deployed persons organise their time on site independently and take breaks at their own discretion in such a way that the agreed service is fully rendered. Breaks are not shown or charged separately.

5. Cooperation. The Client ensures that the space is accessible at the start of the assignment, that merchandise, displays and materials are completely on site and unpacked, and that the required briefing documents have been handed over in time. Waiting times and a second journey for reasons attributable to the Client are charged at the agreed rate.

6. Merchandise. Merchandise remains the property and in the custody of the Client. Schumacher Solutions assumes no responsibility for stock, inventory or security. Damage to merchandise must be documented jointly without undue delay, at the latest on the following day.

7. Reporting. Reporting takes place in the agreed format, as a rule via the reporting tool of Schumacher Solutions or a shared folder. It documents the service within the meaning of § 9 (1) of the General Part. Photo documentation constitutes work results within the meaning of § 13.

8. Equipment. If the Client provides equipment for the deployed persons (such as outfits, name badges, give-aways), Schumacher Solutions handles distribution via its own office on request. Postage and shipping costs are charged according to effort. Merchandise, advertising material and POS materials for the sales floor are not covered by this and are delivered by the Client directly to the location.

9. Multi-location projects. For roll-outs across several locations, each location is a partial service. If a location is subject to reservation and is cancelled, the total amount is reduced accordingly. Cancellations of individual locations for reasons attributable to the Client entitle Schumacher Solutions to invoice the effort incurred including travel.

B. Visual Merchandising Assignments

10. Cancellation and postponement. This clause applies to assignments with a fixed date, in particular one-off assignments, special assignments, store openings, showroom and campaign dates and assignments outside ongoing store coverage. Cancellation or postponement of such an assignment day is free of charge up to 14 days before the assignment day. For cancellation 13 to 8 days before, 50 percent, and for cancellation 7 days or less before, 100 percent of the agreed daily rate is due. Travel and accommodation services already booked (such as train tickets, flights, hotels) are charged in full irrespective of the time of cancellation, insofar as they are not cancellable or only cancellable against a fee. This also applies if the daily rate includes travel costs as a flat fee. This clause does not apply to ongoing store coverage under a framework agreement with flexible scheduling within a period, such as monthly or quarterly visits; there, a postponed visit is rescheduled within the agreed period. If such a visit is cancelled without replacement for reasons attributable to the Client, the effort incurred including travel is to be remunerated. § 10 (2) and (6) of the General Part apply in addition.

C. Sales Support

11. Recruitment. Sales support staff are selected on a project basis according to sales strength and experience, preferably from the catchment area of the location. On request, the profile is presented before the start of the assignment. There is no claim to a specific person.

12. Briefing. The Client provides briefing documents on assortment, collection and format. Schumacher Solutions forwards them in good time. If the Client conducts briefing calls, Schumacher Solutions ensures that persons deployed subsequently also receive the content.

13. Cancellation and postponement. Postponements must be notified at least 14 days before the respective assignment day. For cancellation of individual assignment days or the entire order, the following applies: free of charge up to 30 days before the respective assignment day, 50 percent 29 to 14 days before, 100 percent of the daily rate of the affected assignment days 13 days or less before. Travel and accommodation services already booked and non-cancellable are charged in full irrespective of the time of cancellation. Agreed project management is remunerated in accordance with § 10 (6) of the General Part.

D. Production, Displays and Pop-ups

14. Basis. Production is based on the print-ready data, measurements and space information provided by the Client or its retail partner. These are not checked by Schumacher Solutions for accuracy, completeness or suitability and are not measured on site unless a survey is expressly commissioned. Adjustments, reprints or rework due to incorrect or changed data, measurements or space conditions are not included and are charged separately after prior notice.

15. Start of production. Production begins after approval of the data and, where agreed, after receipt of the advance payment. Production times run from this point. If approval is delayed, the delivery date is postponed accordingly. Rush surcharges to meet a date despite late approval are announced in advance.

16. Delivery and storage. The elements are delivered to the agreed location. The Client ensures together with its retail partner that the delivery is received and safely stored until installation. Schumacher Solutions is not liable for damage or loss during storage at the location. If installation is postponed after delivery, storage is extended at the Client's expense.

17. Installation and transfer of responsibility. Installation comprises the setting up and positioning of the delivered elements. Product styling is included only if expressly commissioned. Before installation, the Client ensures that the space is cleared and cleaned. Upon completion of installation and notice of completion pursuant to § 9 (3), responsibility for the elements for the duration of the campaign passes to the Client as operator of the space, in particular for damage caused by customers or staff of the location and for the safety of the space. The liability of Schumacher Solutions for defects in the installation itself under §§ 17 and 18 remains unaffected.

18. Single-use material and disposal. Unless otherwise agreed, elements are produced for single use. A commissioned dismantling includes disposal on site. Return storage, return shipment or reuse requires a separate agreement and is charged separately.

19. Cancellation and postponement. § 10 (4) and (5) of the General Part apply. Before the start of production, the concept, planning and project management services rendered up to that point as well as third-party services already commissioned are to be remunerated. Personnel assignments for installation and dismantling follow the schedule under clause 10.

E. Shopfitting and Store Design

20. Subject matter. In the area of shopfitting and store design, Schumacher Solutions provides concept and planning services, in particular floor layout, furnishing, material, colour and lighting concepts as well as visualisations. Schumacher Solutions does not provide workshop or detail planning, structural, fire protection or permit services, or construction management.

21. Execution by trades. Execution is carried out by joiners, shopfitters, electricians and other trades commissioned directly by the Client. On request, Schumacher Solutions recommends suitable companies and coordinates them in the name and for the account of the Client. Contracts, acceptance and warranty for the execution exist exclusively between the Client and the respective trade (§ 17 (5)). Measurements and production dimensions are the responsibility of the executing company.

22. Own commissioning. If, at the express request of the Client, Schumacher Solutions itself commissions the production or installation of individual elements, Section D and § 17 (3) and (4) apply accordingly.

F. Guidelines

23. 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 (Interior Styling, Sourcing, Concept Development)

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

1. Delimitation of the subject matter. Schumacher Solutions provides interior styling, i.e. the selection, procurement and placement of decorative and furnishing elements, as well as design concepts. Schumacher Solutions does not provide interior architecture services, object or execution planning, workshop or detail drawings for executing trades, structural, fire protection or construction management services, or services under the German fee schedule for architects (HOAI). Compliance with building, fire protection and occupational safety regulations lies with the Client. For built-in and custom-made elements, measurements and production dimensions are the responsibility of the executing company commissioned by the Client; § 17 (5) applies accordingly.

2. Sourcing and buying. If Schumacher Solutions procures objects in the name and for the account of the Client, the delivery, warranty and return conditions of the respective supplier apply. Schumacher Solutions is not liable for defects in procured goods but assigns its own claims against the supplier to the Client and supports their enforcement.

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

4. Samples. Samples provided for viewing remain the property of the supplier or of Schumacher Solutions and must be returned undamaged if not accepted.

5. Plants and perishable elements. For living plants, cut flowers, fragrance and consumable materials, there is no warranty for durability and condition after handover. Care instructions are handed over; care is the responsibility of the Client.

6. Photo documentation. § 14 of the General Part applies with the proviso that recordings in guest areas take place exclusively outside guest operations.

7. Styling assignments on site. For assignments of stylists on site, Annex 1 clauses 2 to 5 and the cancellation schedule under Annex 1 clause 10 apply accordingly.

8. Concept development in phases. Concept services are rendered in the phases defined in the respective offer, such as survey, ideation, design concept, visualisation and handover. The number, content and structure of the phases may vary from project to project and result exclusively from the offer. Each phase is deemed completed upon presentation or handover of the phase result. In the event of cancellation, completed phases are to be paid in full and the phase begun at 50 percent. Coordination and correction rounds agreed in the offer are included; further rounds and a change of design direction after approval are charged at the agreed hourly rate.

9. Procurement and cancellation. Procurements are binding upon approval by the Client. From the time of ordering from the supplier, the object costs and the agency services attributable to them are to be paid in full, insofar as the order cannot be cancelled free of charge.

10. Transport and transfer of risk. If Schumacher Solutions commissions the transport of produced or procured elements to the property, Schumacher Solutions bears the transport risk until handover at the property. Risk passes to the Client upon completed installation and handover. Schumacher Solutions assumes no liability for exhibits and products provided by the Client.

Annex 3: Coaching & Training

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

1. Nature of the service. Coaching and training services are services. A specific learning, behavioural or sales result of the participants is not owed and not guaranteed.

2. Number of participants. The agreed number of participants is binding. Exceeding it requires the consent of Schumacher Solutions and may be remunerated additionally. Falling short of it does not reduce the remuneration.

3. Cancellation and postponement. For individual sessions: cancellation up to 14 days before the session is free of charge, 13 to 7 days before 50 percent, thereafter 100 percent of the fee for the session. Concept development, preparation and project management already rendered are to be paid in full in any case; concept development begun at 50 percent. Booked, non-cancellable travel and accommodation costs are to be reimbursed in full. § 10 (2) of the General Part applies accordingly to postponements.

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

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

6. Confidentiality in coaching. Content of individual coaching sessions is treated confidentially and is not reported to the Client without the consent of the coached person. Reporting takes place exclusively at an aggregated level.

Annex 4: Event

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

1. Organiser status. The organiser in the legal sense is the Client, unless expressly agreed otherwise. Schumacher Solutions acts as a service provider for conception, coordination and execution. Schumacher Solutions does not perform manual set-up and dismantling work, stage construction or lighting or sound engineering; such services are commissioned via specialist providers under clause 4.

2. Permits and levies. Official permits, registrations with collecting societies, artists' social security contributions, taxes and comparable levies are the responsibility of the Client. Schumacher Solutions supports the application process if agreed.

3. Safety. The safety concept, stewarding, fire protection and first aid are the responsibility of the Client as organiser. If Schumacher Solutions points out safety-relevant issues, this does not release the Client from its responsibility.

4. Artists and service providers. If artists, models, hosts, DJs, technical, stage construction or catering providers are arranged or commissioned in the name of the Client, their respective terms including their cancellation terms apply. Absences of individual participants entitle Schumacher Solutions to provide an equivalent replacement.

5. Cancellation. In the event of cancellation by the Client, the following cancellation fees apply, based on the total amount of the order excluding items on a time and material basis: for cancellation more than 30 days before the event, the effort incurred up to that point for conception, planning and project management; 30 to 15 days before, 50 percent; 14 to 8 days before, 75 percent; 7 days or less before, 100 percent. Irrespective of this, bindingly booked locations, fees for artists, models, hosts, DJs and technicians, technology, catering as well as travel and accommodation costs are to be reimbursed in full in accordance with the cancellation terms of the respective provider, but at least in the amount of the above schedule, insofar as they are not cancellable. § 10 (2) and (7) of the General Part apply accordingly.

6. Weather and cancellation. For outdoor events, the Client bears the weather risk. A weather-related cancellation does not affect the remuneration claim of Schumacher Solutions.

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