General Terms and Conditions (GTC) of BECC Agency GmbH
(Version: 24 March 2026 BECC)

1. SCOPE
1.1 BECC Agency GmbH, Isarwinkel 16, 81379 Munich, Germany, (hereinaf-ter the “Agency”) shall provide all deliveries and services for the customer (hereinafter the “Customer”, and together hereinafter the “Parties”) exclusively on the basis of these General Terms and Conditions (hereinaf-ter the “GTC”), unless otherwise agreed in an individual case. Any of the Customer’s terms and conditions that conflict with or deviate from these GTC shall become part of the contract only if the Agency expressly agrees to their validity in text form. If the Agency supplies goods or performs services without expressly objecting, this shall under no circumstances be construed as acceptance of any third-party terms and conditions.
1.2 These GTC apply only to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and to all present and future business relationships between the Parties.
1.3 In addition to these GTC, project-specific individual contracts, quota-tions, service descriptions and, where applicable, contractual terms specified by the Customer may apply. In the event of conflicting wording, the Agency’s quotation, insofar as accepted by the Customer, including any project-specific individual agreements, shall prevail.

2. DEFINITIONS, QUOTATIONS, CONCLUSION OF CONTRACT, FORM, CONTENT
2.1 Definitions:
2.1.1 “Services” means all services and works to be provided by the Agen-cy for the Customer, in particular consulting, creative, design, concept development, event, marketing, communication and IT-related services.
2.1.2 “Own Services” means services performed by the Agency using its own employees or resources.
2.1.3 “Third-Party Services” means services provided by independent third parties (e.g. producers, technical service providers, exhibition stand builders, artists, event service providers, IT service providers, consulting firms) that are required in connection with a project and are not per-formed by the Agency as Own Services.
2.1.4 “Third-Party Costs” means all remuneration, fees and expenses incurred in connection with Third-Party Services, including ancillary costs, charges, levies (e.g. artists’ social security contributions), travel costs and transport costs.
2.1.5 “Intermediary” means the constellation in which the Agency arranges Third-Party Services in the name and for the account of the Customer, and the Customer becomes the contractual partner of the respective third-party provider.
2.1.6 “General Contractor” means the constellation in which the Agency commissions Third-Party Services in its own name and for its own account and acts vis-a-vis the Customer as the sole responsible contractor.
2.2 Quotations submitted by the Agency are non-binding.
2.3 Any use, even partial, of deliveries and services presented or submit-ted (presentations), including illustrations, drawings, calculations and other documents of the Agency, whether protected by copyright or not, requires the prior consent of the Agency. This also applies to use in modified or edited form and to use of the ideas underlying such deliveries and services, insofar as these have not been reflected in the Customer’s previous advertising materials. Acceptance by the Agency of a presenta-tion fee shall not constitute consent to the Customer’s use of such deliver-ies and services.
2.4 The contract is concluded by the Customer’s acceptance of the quotation or by BECC Agency’s order confirmation, including in text form. No specific form, in particular written form within the meaning of Section 126 BGB, is required.
2.5 The content of the contract is exclusively that which has been ex-pressly agreed between the Agency and the Customer. The content and scope of the Services to be provided by the Agency are set out in the respective underlying quotation, service description or master agreement.
2.6 The Agency is not obliged to provide interim results, layouts, source files, etc. leading to the contractual Services.

3. COOPERATION
3.1 The Parties shall cooperate in a spirit of trust and shall immediately inform each other without undue delay of any deviations from the agreed procedure or any doubts as to the correctness of the other Party’s course of action.
3.2 The Parties shall each designate contact persons and their deputies who shall be responsible for and competently manage the performance of the contractual relationship on behalf of the appointing Party. The Parties shall notify each other without undue delay of any change in the person of the contact person, at least in text form, stating the relevant contact details (telephone number, e-mail address). Until receipt of such notice, the previously designated contact persons shall be deemed authorised to make and receive declarations within the scope of their previous authority to represent.
3.3 The contact persons shall confer at regular intervals regarding pro-gress and obstacles in the performance of the contract in order, where necessary, to intervene and steer the performance of the contract.

4. CUSTOMER’S DUTIES TO COOPERATE
4.1 The Customer shall support the Agency in the performance of the Services owed under the contract. This includes, in particular, the timely provision of information, documents, approvals, decisions and materials, data (“Content”) and hardware and software, insofar as the Customer’s cooperation duties require this. The Customer is responsible for the Content supplied by it and warrants that all Content is free from third-party rights, i.e. that it is the sole owner of all Content provided. The Agency shall receive the rights necessary for contractual use.
4.2 After placing the order, the Customer shall designate a responsible contact person who is authorised to make decisions and grant approvals.
4.3 If performance of the Services is delayed due to cooperation duties not being performed or not being performed in due time, agreed dead-lines shall be extended accordingly. The Agency reserves the right to charge separately for additional effort resulting from a breach of coopera-tion duties.
4.4 Content to be provided by the Customer shall be made available in a common, directly usable, preferably digital format. If Content provided by the Customer has to be converted into another format, the Customer shall bear the costs incurred for such conversion.
4.5 If the Customer recognises that any information, requirements or Content provided by it are incorrect, incomplete, ambiguous or impracti-cable, it shall notify the Agency without undue delay, together with any consequences apparent to it.
4.6 Cooperation duties of the Customer owed under the contract shall be performed without separate remuneration unless expressly agreed other-wise.

5. THIRD-PARTY COSTS AND THIRD-PARTY SERVICES (GENERAL)
5.1 The Agency shall invoice Third-Party Costs against supporting docu-ments. Upon request, it shall provide the Customer with copies of third-party invoices and shall itemise separately any discounts, cash discounts or rebates granted by third-party providers, insofar as disclosure thereof is not prohibited for legal or contractual reasons.
5.2 The Agency shall take the Customer’s interests with regard to com-mercial terms (e.g. cancellation periods, contract terms, termination rights) into account and shall inform the Customer at an early stage of any foreseeable overruns.
5.3 If the Agency is obliged to obtain comparative quotations for Third-Party Services, the commission shall only be placed after the Customer’s approval.

6. AGENCY ACTING AS INTERMEDIARY (INTERMEDIARY MODEL)
6.1 Unless expressly agreed otherwise in the quotation, service description or master agreement, the Agency shall arrange Third-Party Services within the meaning of Section 2.1.3 of these GTC as an Intermediary pursuant to Section 2.1.5 exclusively in the name and for the account of the Customer. In this case, the Customer alone shall become the contractual partner of the third-party providers.
6.2 The Agency owes the Customer the careful selection, advice and coordination of the third-party providers.
6.3 Within the Intermediary Model pursuant to this Section 6, the Agency shall be liable only for its own breaches of duty, in particular for errors in selection, advice and coordination. Any liability for disruptions in perfor-mance by the third-party providers (e.g. delay, poor performance, insol-vency) is excluded unless the Agency has expressly assumed a guarantee for the performance success of the third-party provider or the Agency has contractually undertaken its own duties vis-a-vis the Customer that go beyond mere intermediation.
6.4 Within the Intermediary Model, the Agency shall be entitled to charge a separate fee (e.g. management fee, handling fee) for arranging and coordinating Third-Party Services. The type and amount of such fee shall be specified in the quotation, service description or project contract.

7. AGENCY ACTING AS GENERAL CONTRACTOR (GENERAL CON-TRACTOR MODEL)
7.1 To the extent expressly agreed in the quotation, service description or master agreement that the Agency shall assume the role of General Contractor pursuant to Section 2.1.6 of these GTC, the Agency shall perform the contractually owed Services as General Contractor and commission third-party providers in its own name and for its own ac-count.
7.2 Within the General Contractor Model, the Agency shall be the sole contractual partner of the third-party providers.
7.3 The Agency shall be entitled to engage subcontractors in order to fulfil its contractual obligations.
7.4 Section 5 of these GTC shall apply mutatis mutandis to Third-Party Costs.

8. CHANGES TO SERVICES
8.1 If the Customer wishes to change the contractually defined scope of the Services to be provided by the Agency, it shall communicate such change request to the Agency in text form (Section 126b BGB). The Agency shall review the Customer’s change request insofar as this is possible while taking the Agency’s interests into account.
8.2 After reviewing the change request, the Agency shall set out to the Customer in text form (Section 126b BGB) the effects of the change request on the arrangements made. Such statement shall contain either a detailed proposal for implementing the change request or details as to why the change request cannot be implemented.
8.3 The Parties shall promptly coordinate on the content of a proposal for implementing the change request and shall attach the result of a success-ful coordination to the text of the agreement to which the change relates as an addendum. If no agreement is reached within five working days, the original scope of Services shall remain unchanged.
8.4 Deadlines promised to the Customer shall, where necessary, be postponed taking into account the duration of the review, the duration of the coordination on the change proposal and, where applicable, the duration of implementing the change requests plus a reasonable start-up period. The Agency shall notify the Customer of the new deadlines.
8.5 Additional work resulting from changes to Services shall be invoiced on the basis of the agreed remuneration rates or, if no such rates have been agreed, on the basis of the Agency’s usual remuneration.
8.6 If no agreement is reached or the change procedure ends for any other reason, the original scope of Services shall remain unchanged. The same shall apply if the Customer does not agree to a postponement of the Services in order to continue the review pursuant to paragraph 1 and the explanation pursuant to paragraph 2.
8.7 The Customer shall bear the costs arising from the change request. These include, in particular, the review of the change request, the prepara-tion of a change proposal and any downtime. If the Parties have agreed hourly rates, such costs shall be calculated on that basis; otherwise they shall be calculated in accordance with the Agency’s usual remuneration.
8.8 The Agency shall be entitled to change or deviate from the Services to be provided under the contract if such change or deviation is reasonable for the Customer, taking the Agency’s interests into account.

9. ACCEPTANCE AND APPROVAL
9.1 Work results of the Agency shall be subject to acceptance by the Customer. The Agency may require partial acceptance for separable partial services.
9.2 The Customer shall inspect the Services without undue delay and either declare acceptance or notify defects in text form. If no notice of defects is given within 20 days after delivery, the Services shall be deemed accepted, provided that the Customer has not previously rejected the Services stating defects or has already used the Services without reservation.
9.3 Drafts and interim results must also be accepted at the Agency’s request. Upon acceptance, they shall be deemed binding; subsequent change requests shall constitute a change to the Services (cf. Section 8).
9.4 Insofar as contractual approvals are provided for (e.g. layout approv-als, motif approvals, production approvals, budget approvals, approval of Third-Party Costs), the Customer shall grant such approvals within the agreed period or, if no period has been agreed, within a reasonable period. Delays in approvals may postpone deadlines and trigger addition-al costs, which shall be borne by the Customer.

10. DEADLINES
10.1 Deadlines are non-binding unless designated or confirmed as binding by the Agency’s contact person.
10.2 The Agency shall not be responsible for delays in performance due to force majeure (e.g. strike, lockout, official orders, general disruptions of telecommunications, etc.) and circumstances within the Customer’s sphere of responsibility (e.g. failure to perform cooperation duties in due time, delays caused by third parties attributable to the Customer, etc.). Such circumstances shall entitle the Agency to postpone performance of the affected Services by the duration of the impediment plus a reasonable start-up period. The Agency shall notify the Customer of delays in per-formance due to force majeure.

11. RIGHTS OF USE AND ATTRIBUTION
11.1 Subject to the condition precedent of full payment of the agreed remuneration, the Agency grants the Customer a simple right, unlimited in time and territory, to use the Services performed for the purposes under-lying the contract.
11.2 Any transfer of rights of use or granting of sublicences is permissible only if expressly agreed or if it follows from the purpose of the contract.
11.3 Without the Agency’s separate consent, the Customer is not entitled to modify or adapt the Services performed.
11.4 The Customer is obliged to identify the Agency as the creator of the contractually agreed work result (e.g. in the legal notice of a website).
11.5 Suggestions by the Customer or other cooperation on its part shall have no influence on the amount of the remuneration. In particular, they shall not establish any joint authorship.

12. DISPATCH
12.1 The Agency shall dispatch at the Customer’s cost and risk.
12.2 If the shipping route and means of transport have not been agreed individually, the Agency may choose the option most economical for it for the shipping route and means of transport. In making this choice, the Agency shall take due account of the Customer’s interests insofar as they are readily apparent to it.
12.3 If the Customer requests special packaging for the product, the Customer shall bear the additional costs incurred as a result.

13. REMUNERATION
13.1 Unless otherwise agreed, remuneration shall generally be based on time spent and invoiced monthly. The Agency’s applicable remuneration rates shall govern remuneration for time spent unless otherwise agreed. If remuneration has not been agreed separately, the fee recommendations of the BDG (Bund Deutscher Grafiker) shall apply.
13.2 Cost estimates of the Agency are non-binding. If it becomes appar-ent that the actual costs will exceed those estimated by the Agency in text form by more than twenty (20) per cent, the Agency shall notify the Customer of the higher costs.
13.3 All prices are exclusive of statutory value added tax. Third-Party Costs and cash outlays shall be shown separately.
13.4 The Agency shall charge the Customer additionally for any artists’ social security contributions incurred, provided such costs are actually incurred.
13.5 Necessary travel, accommodation and ancillary expenses incurred by the Agency in connection with the performance of the assignment shall be invoiced to the Customer separately and shall be reimbursed by the Customer upon submission of receipts. This shall include, in particular, costs for travel to and from destinations, accommodation, subsistence expenses, parking and toll charges, as well as any other expenses directly related to the project. Travel time incurred shall be deemed billable working time.
13.6 Costs for travel to the Customer and, for example, for supervising film, radio and television work, print supervision and print approvals, as well as journeys by car, shall be charged to the Customer at EUR 0.69 net per kilometre. Air travel shall be arranged by the Agency in accordance with economic and organisational considerations. Flights with a scheduled duration of up to three (3) hours shall generally be booked in Economy Class. For flights with a scheduled duration of more than three (3) hours, the Agency shall be entitled to book Business Class. Rail travel within Germany and to neighbouring countries shall generally be in First Class of Deutsche Bahn or a comparable railway operator. The resulting costs shall be reimbursed by the Customer. The Agency shall be entitled, where booking is made sufficiently in advance, to select flexible fares (e.g. rebookable tickets) where this is required for project-related organisation-al reasons and is reasonable with regard to the balance between flexibility and cost. All resulting travel expenses shall be reimbursed by the Cus-tomer in full as incurred.

14. TERMS OF PAYMENT, RIGHT OF RETENTION, SET-OFF
14.1 Unless expressly agreed otherwise, all Services are due for payment in cash and without deduction within fourteen (14) days from the date of the invoice. The Agency shall be entitled to demand reasonable advance payments and instalment payments.
14.2 For order volumes exceeding EUR 3,000.00 net, the Agency shall be entitled to issue three partial invoices: 1/3 upon placement of the order, 1/3 after approval of the concept, and 1/3 after completion of production.
14.3 Any right of retention of the Customer shall be limited to the same contractual relationship and, in the event of defects, only up to an amount equal to three times the expenses required to remedy the defects. Howev-er, the Customer may exercise its right of retention in respect of claims that are undisputed or have been finally determined by a court of law.
14.4 Set-off against counterclaims is permissible only insofar as such counterclaims are undisputed or have been finally determined by a court of law. In addition, the Customer may set off a counterclaim that has replaced a right of retention to which it is entitled under the same con-tractual relationship.

15. WARRANTY, CLAIMS FOR DEFECTS, LIMITATION PERIOD
15.1 The Agency shall be liable for defects of quality and defects of title in accordance with the provisions of the German Civil Code (BGB), with the proviso that the Customer must first assert its rights to subsequent performance. If subsequent performance fails, the Customer shall be entitled to the further statutory rights relating to defects (self-remedy, withdrawal, reduction, damages).
15.2 The Agency uses open-source software for the creation of websites. The Agency shall not be liable to the Customer for technically unalterable program content of such open-source software which, by reason of its unalterability, does not constitute a defect.
15.3 The warranty period for claims arising from the contractual relation-ship shall be 12 months, commencing upon handover or full acceptance.
15.4 Subject to mandatory statutory provisions to the contrary, the Cus-tomer’s claims for defects shall become time-barred within 12 months from handover or full acceptance.

16. WITHDRAWAL FROM THE CONTRACT
16.1 The Customer may withdraw from contracts concluded with the Agency only with the Agency’s consent.
16.2 If the Agency consents to the Customer’s withdrawal, the Agency shall be entitled, in addition to payment for Services already rendered per quotation line item and costs incurred, to charge a cancellation fee amounting to 25% of the sum of the line items of the overall order that are no longer to be performed.

17. LIABILITY
17.1 The Agency shall be liable without limitation for damage arising from injury to life, body or health caused by a negligent breach of duty by the Agency, its legal representatives or vicarious agents, as well as for dam-age caused intentionally or by gross negligence by the Agency, its legal representatives or vicarious agents.
17.2 In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), the Agency’s liability shall be limited to the foreseeable damage typical for the contract. Essential contractual obligations are those whose fulfilment is necessary for the proper perfor-mance of the contract and on whose observance the Customer may regularly rely.
17.3 In all other respects, the Agency’s liability is excluded.
17.4 The above limitations of liability shall apply accordingly to the per-sonal liability of the Agency’s legal representatives, employees and other vicarious agents.
17.5 Insofar as the Agency acts within the General Contractor Model pursuant to Section 7 of these GTC, it shall be liable for the fault of subcontractors in accordance with Section 278 BGB within the scope of the above provisions.
17.6 Liability for loss of profit, lost savings, indirect damage and conse-quential damage is excluded unless such damage is due to intent or gross negligence.
17.7 In the event that the Agency culpably infringes third-party rights in the performance of its contractual Services, it shall be liable to the Cus-tomer in accordance with Sections 17.1 to 17.6 above and, at its own discretion, shall either procure a right of use for the affected Service, modify the Service so that the infringement of rights no longer exists, or replace the Service.
17.8 The Customer shall be liable in accordance with the statutory provi-sions.

18. THIRD-PARTY CONTENT, DOMAIN NAMES
18.1 The Customer must review the legal permissibility of materials, de-signs, advertising measures or website functionalities and bears the risk of use. This shall also apply if materials etc. are based on a suggestion made by the Agency or were produced by the Agency.
18.2 In particular, the Agency shall not be liable for factual statements concerning the Customer’s products and services or for the protectability or registrability under patent, design, copyright and trademark law of the ideas, suggestions, proposals, concepts, drafts and other Services provid-ed under the contract.
18.3 The Agency shall inform the Customer in good time of any significant risks which, from the Agency’s perspective, are readily apparent.
18.4 If the Agency is commissioned to register domain names, the Cus-tomer is responsible for examining the domain name for any infringement of third-party rights.
18.5 In the event that claims are asserted against the Agency itself on account of the content or implementation of an advertising measure or the use of any Content, the Customer shall indemnify and hold the Agen-cy harmless. In particular, the Customer shall hold the Agency harmless against any third-party claims relating to the content and functionalities of its website.

19. RETENTION OF TITLE
19.1 All products delivered shall remain the property of the Agency until all monetary claims of the Agency arising from its business relationship with the Customer have been fully satisfied, even if payments have been made for specifically designated claims.
19.2 If the realisable value of the securities held by the Agency exceeds its claims by more than 15% in total and not merely temporarily, the Agency shall, at the Customer’s request, release securities at its discretion to the corresponding extent.

20. NON-SOLICITATION
The Customer undertakes, during the period of cooperation between the Parties and for a period of one year thereafter, not to solicit any employ-ees of the Agency or to employ them without the Agency’s consent. For each case of culpable infringement, the Customer shall pay a contractual penalty to be determined by the Agency in its reasonable discretion and, in the event of dispute, to be reviewed by the competent court.

21. CONFIDENTIALITY, REFERENCE NAMING AND SOCIAL MEDIA
21.1 “Confidential Information” means all information and documents concerning business processes as well as business and trade secrets within the meaning of Section 2 No. 1 of the German Trade Secrets Act (GeschGehG) that come to the knowledge of the respective other Party, as well as all work documents and records. This includes, in particular, offers, calculations, concepts, manuscripts, drafts, layouts, storyboards, numerical material, business correspondence, contracts, business books, customer and supplier data and lists, and all information concerning the companies, strategic alliances, product developments, planning and internal matters of the respective other Party.
21.2 Both Parties undertake to keep confidential any Confidential Infor-mation concerning the other Party and to use it only for the purpose of performing the respective contract.
21.3 Both Parties undertake to impose the confidentiality obligation on all employees and/or third parties engaged on their side (e.g. suppliers, graphic designers, reprographic companies, printers, film producers, sound studios and other technical service providers) who gain access to the aforementioned business transactions.
21.4 The confidentiality obligation shall continue to apply even after termination of the contractual relationship.
21.5 The confidentiality obligation pursuant to Sections 21.1 to 21.3 shall not apply to information
21.5.1 that was already known to the respective other Party at the time the contract was concluded,
21.5.2 that had already been published at the time of disclosure by the Agency, unless such publication resulted from a breach of confidentiality by the respective other Party,
21.5.3 that the respective other Party has expressly approved for disclo-sure in text form,
21.5.4 that the respective other Party has lawfully received from other sources without any restriction concerning confidentiality, provided that the disclosure and exploitation of such Confidential Information does not violate contractual agreements, statutory provisions or official orders,
21.5.5 that the respective other Party has developed itself without access to the Customer’s Confidential Information,
21.5.6 that must be disclosed due to statutory duties to provide infor-mation, duties of notification and/or duties of publication or by order of a public authority. To the extent permitted, the Party obliged to disclose shall notify the other Party in advance and give it the opportunity to take action against the disclosure.
21.6 If requested by one Party, the documents handed over by it shall, after termination of the contractual relationship, be returned to it insofar as the other Party has no legitimate interest in retaining them.
21.7 Press releases, statements, etc. in which one Party refers to the other shall only be permissible after prior coordination in text form – including by e-mail. Notwithstanding the foregoing, the Agency may name the Customer in its references after prior coordination in text form. The Customer grants the Agency the non-exclusive right, unlimited in time and territory, to use the Customer’s company name and logo for this purpose.
21.8 Notwithstanding the foregoing confidentiality provisions, the Cus-tomer grants the Agency a simple, non-exclusive, non-transferable and royalty-free right to use the services provided within the scope of the respective project, as well as the related work results (e.g. concepts, layouts, photographs, films, digital content, event and trade fair presenta-tions), for its own reference and communication purposes after comple-tion of the project and after the Customer’s initial publication or market launch, to an appropriate extent. Such use is permitted in particular: a) on the Agency’s websites and social media channels, b) in showreels, case studies, presentations, credentials and proposals, c) in the context of PR coverage, professional articles and newsletter communications, d) in submissions for awards, prizes and comparable industry formats.
Confidential, strategic or otherwise non-public information of the Cus-tomer (in particular internal strategies, unpublished product or technology information, internal key figures and planning data) is excluded from any reference use. The Agency shall comply with any existing confidentiality obligations and shall only use information that has already been made publicly available by the Customer or that, on an objective assessment, cannot be considered confidential. 
21.9 Where trademarks, logos, product images or other proprietary or copyright-protected content of the Customer or its affiliated companies are affected by such reference use, the rights granted under this clause shall include the right for the Agency to use such signs and content to the extent necessary for the respective presentation; no further commercial exploitation shall take place. At the Customer’s request, the Agency shall either a) anonymise reference materials (e.g. without naming the Custom-er or product), or b) limit them to a general description of the project objectives, scope and results. For good cause, the Customer may prohibit individual future reference uses in whole or in part; any reference uses already lawfully published shall remain unaffected.
21.10 The Customer is advised that e-mail is an open medium. The Agency accepts no liability for the confidentiality of e-mails. At the Customer’s request, communication may take place via other means.

22. DATA PROTECTION
22.1 The Parties shall comply with the data protection regulations pursu-ant to the GDPR (EU) 2016/679 and the German Federal Data Protection Act (BDSG). Each Party shall oblige the persons working on its side in accordance with Article 29 GDPR to maintain data secrecy unless they are already under a general appropriate confidentiality obligation.
22.2 The Parties assume that, in connection with the project, the Agency also processes personal data from the Customer’s sphere. Insofar as the Agency processes personal data on behalf of the Customer, the Parties shall conclude a data processing agreement pursuant to Article 28 GDPR prior to the start of processing.

23. PLACE OF PERFORMANCE, PLACE OF JURISDICTION, APPLICA-BLE LAW
23.1 The place of performance for deliveries shall be the place designated by the Agency in each case; in the absence of such designation, the Agency’s registered office.
23.2 The exclusive place of jurisdiction for all disputes arising directly or indirectly out of the contractual relationship, as well as out of its formation and validity, with merchants, legal entities under public law or special funds under public law shall be Munich.
23.3 All legal questions arising from the order and its execution shall be governed by German law, excluding private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

24. FINAL PROVISIONS
24.1 Should one or more individual provisions of these GTC be invalid for any reason whatsoever, the validity of the remaining provisions shall remain unaffected.
24.2 The Parties undertake to agree, in place of an invalid or unenforcea-ble provision, on a valid and enforceable provision that comes as close as possible in legal and economic terms to the invalid or unenforceable provision. The same shall apply in the event of any loophole.
24.3 Amendments and supplements to the contract must be made in text form pursuant to Section 126b BGB. This shall also apply to any waiver of this text form requirement.

25. WHISTLEBLOWING AND COMPLAINTS PROCEDURE
25.1 BECC Agency GmbH has introduced a procedure for whistleblowing and for the submission of other complaints.
25.2 The whistleblowing and complaints office for third parties is the external service provider Mr Heiko Jonny Maniero, DGD Deutsche Gesell-schaft für Datenschutz, e-mail: info@dg-datenschutz.de. In addition, Mr Alexander Neidhardt, e-mail: Alexander.Neidhardt@becc-agency.de, is available as an additional internal whistleblowing and complaints office. In their capacity as the whistleblowing and complaints office, the appointed persons act jointly, impartially, independently and free from instructions. They are responsible for handling human rights complaints, environmental complaints, complaints about unethical business practices, all other complaints and whistleblowing reports. Both internal stakeholders (em-ployees permanently or temporarily employed by BECC Agency GmbH, direct suppliers, service providers, etc.) and external stakeholders (con-tractors, indirect suppliers, local communities, etc.), as well as all other affected persons, are entitled to submit complaints and whistleblowing reports.
25.3 Notifications to the whistleblowing and complaints office may be submitted by e-mail or by an (anonymous) letter addressed to BECC Agency GmbH, Whistleblowing and Complaints Office, Isarwinkel 16, 81379 Munich, Germany.
25.4 Both contact persons of the whistleblowing and complaints office shall, within one week of receipt of each notification, advise on the neces-sary steps and initiate them. The whistleblower or complainant shall receive an acknowledgement of receipt upon submission of the com-plaint, unless the report was made anonymously. The whistleblower or complainant, or their representative, shall be consulted during the remedi-ation or resolution of the subject matter of the report. Decisions shall be communicated to the whistleblower or complainant. The whistleblower or complainant may lodge a complaint with the whistleblowing and com-plaints office against a decision taken (appeal procedure). The whistle-blowing and complaints office shall decide on such complaint within four weeks of receipt. The whistleblowing and complaints office shall treat the identity of the whistleblower or complainant confidentially. Management undertakes to refrain from any retaliatory measures against whistleblowers and complainants. The effectiveness of the whistleblowing and com-plaints procedure shall be reviewed at least once every 12 months and on an ad hoc basis.
25.5 The rules of the whistleblowing and complaints procedure shall apply in all countries in which BECC Agency GmbH operates and shall be made publicly accessible in the respective national languages if BECC Agency GmbH begins operating outside the German-speaking region at a later date. BECC Agency GmbH shall optimise accessibility to, and the complaints procedure for, all stakeholders entitled to use it. In particular, it offers training on the whistleblowing and complaints procedure.