General Terms and Conditions

1. Scope and business-client status

1.1 These General Terms and Conditions (the “Terms”) apply only to an offer, proposal, statement of work, order form or other individual agreement (the “Mandate”) that expressly refers to them. The applicable version is the version identified in the Mandate and supplied or made available to the Client in a downloadable form before the Contract is concluded.

1.2 Nordbridge Partners UG (haftungsbeschränkt) (“Nordbridge”) contracts under these Terms exclusively with entrepreneurs within section 14 of the German Civil Code (Bürgerliches Gesetzbuch - “BGB”), legal entities under public law and special funds under public law. The Client confirms that it enters into the Contract for purposes relating to its trade, business or profession. Actual legal status and mandatory law remain unaffected. These Terms do not apply to consumers.

1.3 Nordbridge may use partners, independent contractors, technology providers and other subcontractors as stated in section 7. Nordbridge remains the Client’s contractual counterparty and remains responsible for their performance in accordance with the Contract.

1.4 The Client’s standard terms, purchase conditions or similar documents do not apply unless Nordbridge expressly accepts them in text form. If the parties perform despite conflicting standard terms, individually agreed provisions and matching standard terms apply; conflicting provisions are replaced by the applicable statutory rules.

2. Definitions and contract documents

2.1 The “Client” is the person identified as client in the Mandate. A “Contract” consists of the Mandate, these Terms and any appendices expressly incorporated into the Mandate, including any data-processing or joint-controller agreement.

2.2 “Services” may include market-entry support, market research, demand validation, positioning, strategic advisory, business development, partnership development, lead generation, sales development, outreach and related commercial services described in the Mandate.

2.3 “Client Materials” means information, content, data, brand assets, product materials, claims, price lists, credentials, access rights and other materials supplied or approved by the Client.

2.4 “Deliverables” means the reports, analyses, target-account research, messaging, campaign materials or other work products expressly identified as deliverables in the Mandate.

2.5 “Text form” has the meaning given in section 126b BGB and includes a durable email that identifies the sender.

2.6 Individually negotiated agreements between the parties prevail over these Terms, whether or not recorded in text form. Subject to that rule, a conflict shall be resolved in the following order: (a) a data-processing or joint-controller agreement, for its data-protection subject matter only; (b) the Mandate; (c) another appendix, for its specific subject matter; and (d) these Terms. A more specific provision prevails over a general provision. Mandatory law remains unaffected.

2.7 A territory, market, account list or audience stated for campaign planning defines operational scope only. It does not create exclusivity or a right to commission on transactions completed without Nordbridge’s involvement unless the Mandate expressly identifies an exclusive scope or an “Assigned Commission Territory” or “Assigned Commission Customer Group.”

3. Offers, formation and authority

3.1 Unless expressly marked “non-binding,” a proposal is a binding offer that may be accepted within 30 calendar days after its date. A proposal marked “non-binding” is an invitation to submit an order and does not reserve delivery capacity. Delivery capacity is reserved only when the Contract is formed.

3.2 A Contract is formed when the parties sign or accept the Mandate in text form, when Nordbridge accepts the Client’s order in text form, or when Nordbridge begins the Services at the Client’s express request after the Client has received the Mandate and these Terms and has been informed of the material commercial terms. Acceptance subject to changes is a new offer and requires acceptance by the other party.

3.3 The Services begin on the date stated in the Mandate (the “Kick-off Date”). If no Kick-off Date is stated, they begin on the date agreed by the parties in text form.

3.4 Unless the Mandate expressly states otherwise, Nordbridge has no authority to conclude, amend or terminate a contract, accept an order or payment, grant credit or a discount, give a warranty, settle a claim or otherwise bind the Client. Where reasonably relevant, Nordbridge shall identify proposals as non-binding and subject to the Client’s acceptance.

3.5 Nordbridge shall promptly forward any order, acceptance, complaint or other legally relevant notice received from a third party. The Client shall promptly communicate any rejection that is necessary to prevent an unauthorised transaction from being treated as approved. Mandatory rules protecting third parties remain unaffected.

4. Performance of the Services

4.1 Nordbridge shall perform the Services with reasonable professional skill and care, in accordance with the agreed Mandate and applicable law.

4.2 Unless the Mandate identifies a specific, objectively verifiable work result, the Services consist of the diligent performance of the agreed activities and not the achievement of a particular commercial result. Nordbridge does not guarantee revenue, contracts, funding, market share, response rates, introductions, leads or meetings.

4.3 Where a Mandate identifies a specific Deliverable as a work result, it should also state the agreed specifications, completion date and any acceptance criteria. The absence of a guaranteed commercial outcome does not limit Nordbridge’s obligation to perform with reasonable professional skill and care or any statutory rights applicable to a Deliverable that legally qualifies as a work. Legal classification depends on the obligations actually agreed and performed.

4.4 Nordbridge shall determine the professional method, sequencing and day-to-day allocation of resources, taking reasonable account of the Client’s instructions and the Mandate.

4.5 Nordbridge shall report progress in writing every 14 days unless the Mandate specifies a different reporting cycle. Reports may include activities performed, findings, account or opportunity status and proposed next steps.

4.6 Nordbridge may work for other clients, including clients in the same industry. It shall not use Client Confidential Information for another mandate or knowingly accept or continue work that creates a material conflict that cannot reasonably be managed. The same industry alone does not create a conflict. Where a material overlap concerns directly competing outreach to the same named accounts, Nordbridge shall disclose the conflict and agree reasonable safeguards with the Client.

4.7 Where mandatory commercial-agency law applies, this section does not reduce duties arising under section 86 of the German Commercial Code (Handelsgesetzbuch - “HGB”).

5. Client cooperation and approvals

5.1 The Client shall provide, in a complete and timely manner, the Client Materials, access, approvals, training and support reasonably required for the Services. The Client shall designate an operational contact and a person authorised to give the commercial approvals described in section 5.4.

5.2 The Client is responsible for ensuring that Client Materials and product, pricing, regulatory, performance and comparative claims supplied or approved by it are materially accurate, current and lawful. The Client shall have the rights and permissions required for the agreed use of Client Materials and shall promptly notify Nordbridge of a material change. Nordbridge shall flag an evident material inconsistency and shall not knowingly use an unlawful or misleading claim.

5.3 Nordbridge shall promptly notify the Client if missing, late or inconsistent cooperation is likely to affect the Services. Agreed dates are extended only to the extent reasonably necessary as a result of the Client delay, including a reasonably necessary restart period. Nordbridge shall provide an updated timetable. Additional fees require agreement under section 5.5.

5.4 Only a person identified in the Mandate as a commercial approver may approve pricing, discounts, contractual terms or other binding commercial content. Approval of content authorises Nordbridge to communicate that content but does not by itself authorise Nordbridge to conclude a contract. Operational instructions or access to the Client’s systems do not enlarge Nordbridge’s authority.

5.5 If Client delay or a requested change causes material additional work, the parties shall agree an appropriate adjustment to scope, timetable or fees before Nordbridge performs that additional work.

6. Outreach and regulatory compliance

6.1 Each party shall comply with the laws applicable to its own performance under the Contract, including applicable competition, direct-marketing, electronic-communications, data-protection, anti-bribery, export-control and sanctions laws.

6.2 Before an outreach activity begins, the Mandate or an agreed campaign plan shall identify the target countries, communication channels, sender identity, intended audience and approval responsibility. Each party remains responsible for the legal basis, consent records and statutory information duties allocated to it.

6.3 Nordbridge shall operate outreach methods with reasonable professional care, use clear sender identification, keep reasonable records supporting the selected channel and maintain suppression and objection records for activities it controls. Each party shall promptly pass relevant objections and opt-outs to the other and shall not re-contact a person through an activity under the Contract after an applicable objection.

6.4 Where the Client supplies contact data, consent records, prospect lists or special outreach instructions, the Client confirms, after reasonable checks, that the data was obtained lawfully and may be disclosed and used for the agreed activity. Nordbridge remains responsible for assessing the lawfulness of its own use and is not required to follow a non-compliant instruction.

6.5 Each party shall promptly notify the other of relevant complaints, data-subject requests, objections, opt-outs or regulatory enquiries. The party responsible as controller shall provide the required privacy information and handle the request, with reasonable cooperation from the other party.

6.6 Nordbridge may refuse, pause or modify an instruction or channel that it reasonably considers unlawful, misleading, unethical or materially damaging to either party’s reputation. It shall explain the concern promptly and work in good faith with the Client on a compliant alternative.

7. Partners, subcontractors and technical systems

7.1 Nordbridge may use suitably qualified partners and subcontractors and remains responsible for their performance to the same extent as for its own performance, subject to the Contract.

7.2 Nordbridge may use proprietary systems and vetted third-party technology, including AI-assisted research, analysis and drafting tools. Nordbridge remains responsible for the Services, and a person shall review material external communications before release.

7.3 Where those tools process Client Confidential Information or personal data, Nordbridge shall apply appropriate contractual, security and data-protection safeguards and use the information only as reasonably necessary for the Services. Nordbridge shall not knowingly permit Client Confidential Information or campaign personal data to be used by an AI provider to train or improve models for other customers unless the Client has expressly agreed.

7.4 Nordbridge shall make available on request a current list of material providers that process Client data. Where Nordbridge acts as a processor, the appointment or replacement of subprocessors is governed by the applicable data-processing agreement.

7.5 Nordbridge may replace an assigned individual where reasonably necessary, provided that the replacement has suitable experience and the partner-led nature of the Mandate is not materially reduced.

8. Fees, taxes and expenses

8.1 The Client shall pay the fees stated in the Mandate. Unless stated otherwise, amounts are in euros and exclude VAT or a comparable transaction tax legally chargeable on the Services. Nordbridge remains responsible for taxes imposed on its income, profits, payroll or personnel. If the Client is legally required to withhold tax, it may do so and shall provide the applicable withholding certificate. No gross-up applies unless expressly agreed in the Mandate.

8.2 Recurring fees are invoiced monthly in advance. A partial calendar month is calculated by reference to the number of calendar days in that month unless the Mandate states another method. Project fees and milestones are invoiced as stated in the Mandate.

8.3 Approved travel and third-party expenses are charged at actual cost without markup. Nordbridge shall provide reasonable supporting evidence on request. Travel time is not chargeable unless expressly agreed.

8.4 A change in scope or material assumptions affects fees only if agreed in text form. Nordbridge may propose revised fees for a renewal or extension, but no revised fee applies to an existing Mandate without agreement.

9. Commission, success fees and accepted-lead fees

9.1 A success fee, commission or accepted-lead fee applies only if expressly selected in the Mandate. The Mandate shall identify the covered product or service (the “Covered Offering”), trigger, rate or amount, calculation base, customer and affiliate scope, attribution period, revenue window, exclusions and reporting cycle.

9.2 An “Introduced Account” is an organisation for which Nordbridge documents the first substantive engagement concerning the Covered Offering. It excludes an opportunity concerning the same Covered Offering and buying centre that the Client identifies within 10 business days with written evidence of substantive activity during the preceding six months.

9.3 Unless the Mandate states otherwise, commission is calculated on amounts actually received for the Covered Offering, excluding VAT and similar taxes, refunds or credits required by the customer contract and separately itemised pass-through costs. Internal costs and unrelated products are not included.

9.4 The default attribution period is the term of the Contract plus 12 months. A post-termination transaction qualifies only where Nordbridge’s documented work materially contributed to it. Within 10 business days after termination, Nordbridge shall provide a final protected-opportunity list. The Client may challenge an entry within 10 business days with reasonable supporting evidence.

9.5 A renewal, expansion or cross-sell is commissionable only if it concerns the Covered Offering and is entered into during the attribution period. Unless the Mandate states otherwise, commission applies only to revenue received during the first 12 months after the relevant customer agreement begins.

9.6 A transaction with a Client affiliate is commissionable only where the Mandate includes that affiliate or Client group, or where substantially the same opportunity was routed through an affiliate primarily to avoid commission.

9.7 The Client shall notify Nordbridge of commissionable receipts within 14 days and provide the agreed statement no later than the end of the month following each reporting period. Nordbridge may request records reasonably required to verify commission, subject to confidentiality.

9.8 For an accepted-lead fee, the Mandate shall state objective acceptance criteria. A no-show is not accepted unless the meeting is rescheduled and occurs. The Client shall accept the lead or give criterion-based reasons for rejection within 10 business days. No additional commission applies unless the Mandate expressly combines the models.

9.9 Where commercial-agency law applies, statutory rules on commission entitlement, advances, due dates, statements, information, book extracts and inspection prevail where they cannot lawfully be reduced. Contractual tail commission does not replace or waive a statutory post-termination indemnity.

9.10 Nordbridge does not guarantee customer payment or performance and assumes no del credere or similar credit risk unless separately agreed in the legally required form and for separate compensation.

10. Invoicing and payment

10.1 Unless the Mandate states otherwise, an invoice is due without deduction, except for deductions required by law, within 14 calendar days after receipt. A good-faith dispute concerning part of an invoice does not delay payment of the undisputed part.

10.2 The Client may set off claims that are undisputed, finally adjudicated or arise from the same contractual relationship. A right of retention may be exercised for claims arising from the same contractual relationship. Mandatory rights remain unaffected.

10.3 If the Client is in default, Nordbridge may claim statutory default interest, the statutory EUR 40 lump sum and further loss recoverable under section 288 BGB. The lump sum shall be credited against recoverable legal-enforcement costs where required by law.

10.4 If an undisputed amount remains overdue after notice and a cure period of at least seven calendar days, Nordbridge may suspend only the affected Services and only to a proportionate extent. Nordbridge shall give advance notice and resume promptly after payment. Timelines are extended to the extent reasonably caused by the suspension.

11. Term, termination, suspension and handover

11.1 The Contract begins on the effective date stated in the Mandate or, if none is stated, when the Contract is formed under section 3.2.

11.2 Unless the Mandate clearly and prominently states a fixed term, the Contract continues for an indefinite period and either party may terminate it with one month’s notice to the end of a calendar month. Notice received by the end of a calendar month takes effect at the end of the following calendar month. A fixed term ends automatically and does not renew unless the Mandate expressly states otherwise. During a fixed term, ordinary termination is available only where the Mandate or applicable law provides it. Any statutory termination right, including sections 626, 627 and 628 BGB and mandatory commercial-agency law, remains unaffected.

11.3 No exit fee applies. On termination, the Client shall pay for Services properly performed up to the effective date, earned commissions and approved non-cancellable third-party costs. Nordbridge shall promptly refund prepaid fees attributable solely to the period after termination or to Services that will not be performed. Statutory claims for damages remain unaffected.

11.4 Either party may terminate for good cause where, taking all circumstances and both parties’ interests into account, continuation cannot reasonably be required. If the reason is a remediable breach, termination normally requires an unsuccessful reasonable cure period, ordinarily 14 calendar days. No cure period is required where the law permits immediate termination. Termination must be declared within any applicable statutory period.

11.5 Nordbridge may suspend only the affected part of the Services where it has an objectively reasonable basis to consider suspension necessary to avoid illegality or a material security, data-protection, third-party or reputational risk directly connected with the Services or a Client instruction. Nordbridge shall notify the Client promptly, minimise disruption, consult on a solution and resume the Services when the risk is resolved.

11.6 Termination does not affect rights accrued before termination. Sections intended by their nature to continue - including payment and commission rights, confidentiality, data protection, intellectual property, liability and governing law - survive termination.

11.7 On termination, Nordbridge shall provide a reasonable final status report and make Client-owned materials and data available in a commonly usable format. Additional transition assistance is chargeable only if agreed. Each party shall return or delete the other party’s Confidential Information on request, subject to legal retention duties and secure backup cycles.

12. Confidentiality and references

12.1 “Confidential Information” means non-public commercial, financial, technical, strategic, operational or personal information disclosed in connection with the Contract, whether or not marked confidential, where its confidential nature is apparent or should reasonably be understood.

12.2 Each receiving party shall use Confidential Information only for the Contract, protect it with at least reasonable care and disclose it only to personnel, professional advisers and subcontractors who need it for the Contract and are bound by appropriate confidentiality duties.

12.3 Confidentiality obligations do not apply to information that the receiving party can show: (a) is public other than through a breach; (b) was already lawfully known without restriction; (c) is lawfully received from a third party without a duty of confidence; or (d) was independently developed without using the Confidential Information.

12.4 A legally required disclosure is permitted if, where lawful and practicable, the receiving party gives advance notice and discloses only what is required.

12.5 These obligations continue for five years after disclosure. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

12.6 On reasonable request or when the Contract ends, each party shall return or delete Confidential Information that it no longer requires, except for information retained in routine backups or as required by law. Retained information remains protected by this section.

12.7 Nordbridge shall not publicly identify the Client as a customer or use the Client’s name, logo, testimonial, results or case study without prior approval in text form. A reference call or other disclosure of the Client’s identity to a prospective customer also requires prior approval. Approval may be withdrawn for future use. Nordbridge may use genuinely anonymised and aggregated learnings only where they do not reasonably enable identification of the Client or any individual.

13. Data protection and security

13.1 Each party shall comply with the data-protection laws applicable to it, including the General Data Protection Regulation where applicable, and shall use personal data only to the extent reasonably necessary for the agreed purpose. Each party shall maintain appropriate technical and organisational safeguards, including proportionate access controls and security practices.

13.2 The parties shall record their roles for each relevant processing activity in the Mandate or an attached data schedule. Classification depends on the parties’ actual decisions and activities and is not changed by a contractual label. Where Nordbridge processes personal data solely on the Client’s documented instructions, the parties shall enter into an agreement meeting Article 28 GDPR before processing begins. Where they jointly determine purposes and essential means, they shall enter into an appropriate Article 26 arrangement.

13.3 Each party shall reasonably assist the other with data-subject requests, security incidents and regulator enquiries relating to the Contract. Additional charges apply only where agreed and do not apply to assistance already included in the Services, required under an applicable data agreement or necessitated by the assisting party’s breach.

13.4 Personal data shall be retained only for the agreed purpose and period and shall then be deleted or returned, subject to legal retention duties. A minimal suppression record may be retained where reasonably necessary to honour an objection or prevent renewed contact.

13.5 Each party shall transfer personal data outside the European Economic Area only in accordance with Chapter V GDPR. Processing locations, material subprocessors and transfer safeguards relevant to processing on the Client’s instructions shall be identified in the applicable data agreement or provider list.

13.6 Each party shall notify the other without undue delay after becoming aware of a personal-data breach materially affecting data processed under the Contract where the other party reasonably requires the information to meet its legal duties. The parties shall share relevant information as it becomes available and cooperate on reasonable containment and response. Regulatory and data-subject notifications remain the responsibility of the party designated by applicable law.

13.7 No provision of the Contract requires either party to disclose personal data unlawfully or retain it longer than permitted.

14. Intellectual property and use rights

14.1 Each party retains ownership of its pre-existing materials, know-how, trademarks, software, processes, templates, data and other intellectual property.

14.2 The Client grants Nordbridge a non-exclusive, worldwide, royalty-free licence for the term of the Contract to use, reproduce and adapt Client Materials only as reasonably necessary to perform the Services.

14.3 Nordbridge retains all rights in its methods, systems, code, prompts, templates, research processes, quality controls, generic know-how and reusable components (“Nordbridge Materials”), including Nordbridge Materials embedded in Deliverables.

14.4 To the extent such rights exist and upon full payment of the applicable fees, the Client receives a perpetual, worldwide, non-exclusive right to reproduce, adapt, translate, display, distribute and use the final Deliverables for its own business, including in its sales, marketing and partnership activities. The Client may permit its group companies, professional advisers and service providers to exercise those rights on its behalf.

14.5 The Client may not resell, license, publish as a standalone database or commercially exploit Nordbridge Materials as a standalone product or service, or remove proprietary notices, unless the Mandate expressly permits it. This does not restrict the rights granted in section 14.4.

14.6 Nordbridge may reuse general skills, methods, techniques, ideas and know-how, provided that this does not disclose or reproduce Client Confidential Information, personal data, the Client’s identity or a substantive Client-specific Deliverable.

14.7 Third-party data, source materials, software and services remain subject to applicable third-party terms and data-protection law. Nordbridge shall identify any material restriction known to it that would prevent the Client’s intended use of a Deliverable. Prospect data is not transferred as owned intellectual property and may be used only for lawful purposes.

14.8 If a final Deliverable infringes a third party’s intellectual-property right, Nordbridge shall, where reasonably possible, obtain the required right or modify or replace the affected part without materially reducing its agreed function. Statutory rights and section 16 remain unaffected.

15. Professional standard and correction

15.1 Nordbridge shall act honestly and professionally and shall not knowingly use deceptive, misleading or unethical practices.

15.2 Advice and research reflect information reasonably available at the time. Markets, laws, third-party information, platform decisions and prospect circumstances can change. Unless expressly included in the Mandate, Nordbridge does not provide legal, tax, accounting, investment or regulated professional advice, and the Client remains responsible for decisions based on the Services.

15.3 The Client shall describe a material deficiency promptly and in reasonable detail so that Nordbridge can investigate and, where reasonably possible, correct or repeat the affected Service. Failure to give prompt notice has only the consequences provided by applicable law and does not create an independent forfeiture or shorten a statutory limitation period.

15.4 Where a Deliverable legally qualifies as a work, the statutory rules concerning conformity, cure, price reduction, rescission, damages and acceptance apply, subject to any valid and more specific agreement in the Mandate. The Client need not provide a cure opportunity where cure has failed, is refused, is unreasonable or is not required by law.

16. Liability and third-party claims

16.1 Nordbridge has unlimited liability for intent and gross negligence; injury to life, body or health; fraudulently concealed defects; guarantees expressly assumed; and liability under the German Product Liability Act or other mandatory law.

16.2 For ordinary negligence, Nordbridge is liable only for breach of a material contractual obligation whose performance is necessary for proper execution of the Contract and on which the Client may normally rely. In that case, liability is limited to the loss that was typical and reasonably foreseeable when the Contract was formed.

16.3 Subject to sections 16.1 and 16.2, liability for ordinary negligence is excluded. The limitations apply equally to Nordbridge’s officers, employees, partners, representatives and subcontractors.

16.4 Nordbridge is not liable to the extent a loss was caused by inaccurate, incomplete, unlawful or late Client Materials or instructions, or by the Client’s failure to disclose a relevant fact. The parties’ respective contributions shall be assessed under the applicable principles of causation and contributory responsibility. This section does not limit liability under sections 16.1 or 16.2.

16.5 Each party shall indemnify the other against a well-founded third-party claim and reasonable defence costs to the extent caused by that party’s culpable breach of an express responsibility concerning materials, data, statements, instructions, law or third-party rights. For the Client, this includes Client Materials, unsupported product claims and contact data supplied without the necessary rights. For Nordbridge, this includes Nordbridge Materials and outreach or processing conducted independently by Nordbridge. No indemnity applies to the extent the indemnified party caused or contributed to the claim. Statutory allocations of responsibility remain unaffected.

16.6 The indemnified party shall give prompt notice and reasonable cooperation. Neither party may settle a claim in a way that admits the other party’s liability or imposes a non-monetary obligation on it without consent, not to be unreasonably withheld.

17. Force majeure

17.1 Neither party is liable for delay or non-performance to the extent caused by an event outside its reasonable control that it could not reasonably have prevented or overcome despite appropriate precautions. Ordinary staffing or capacity shortages, lack of funds and failures caused by inadequate safeguards do not qualify. A supplier or cloud-service failure qualifies only where it results from such an event and a reasonable replacement was not available.

17.2 The affected party shall notify the other promptly, describe the expected effect and duration, mitigate the effect and resume performance when reasonably possible. Affected obligations are suspended only to the extent and for the duration of the event. Payment remains due for Services already performed.

17.3 If the event materially prevents an affected Service for more than 60 consecutive days, either party may terminate that Service in text form without an exit fee. Nordbridge shall refund prepaid fees attributable to Services that will not be performed.

18. Mandatory commercial-agency law

18.1 The legal classification of a Mandate depends on its actual performance. If Nordbridge, as an independent business, is continuously entrusted to negotiate, mediate or conclude transactions for the Client, sections 84 to 92c HGB may apply regardless of the title used for the Mandate and regardless of whether Nordbridge may change prices or sign customer contracts.

18.2 Where those rules apply, they supplement the Contract. This includes applicable duties of loyalty, effort, cooperation and information; commission, accounting, book-extract and inspection rights; statutory notice periods; termination for good cause; and any post-termination indemnity that cannot lawfully be waived in advance.

18.3 A possible indemnity under section 89b HGB is separate from earned or tail commission. It may arise where the Client retains substantial benefits from new or substantially expanded customer relationships created by Nordbridge, is capped by statute and must be asserted within one year after termination.

18.4 No post-termination restriction on Nordbridge’s business applies unless separately agreed in writing and compliant with section 90a HGB, including its scope, maximum duration and compensation requirements.

18.5 Nothing in this section grants Nordbridge authority to bind the Client. Statutory and general rules protecting a third party that reasonably relies on authority remain unaffected.

19. Independent businesses and conflicts

19.1 The parties are independent businesses. Except where mandatory law provides otherwise based on actual performance, the Contract does not create employment, a partnership or a joint venture.

19.2 Each party remains responsible for directing, compensating and managing its own personnel and for its own taxes and social-security obligations. Client instructions concern agreed outcomes, priorities, approvals, legal requirements and security rules. Nordbridge retains responsibility for the manner, time, place and staffing of its performance, subject to the Mandate.

19.3 Each party shall promptly disclose an actual conflict of interest that could materially impair the Mandate. The parties shall first seek a reasonable safeguard, such as an information barrier, recusal or scope adjustment. If no reasonable safeguard is available, either party may terminate the affected Services. Nordbridge shall refund any prepaid fee solely attributable to the terminated period.

20. Notices, assignment and general provisions

20.1 Operational notices and approvals may be sent by email to the designated contacts. Notice of ordinary termination and notice of material breach must be in text form and sent to the contractual notice address stated in the Mandate and, for Nordbridge, to contact@nordbridge-partners.com. Notice of termination for good cause should be in text form where practicable, without limiting a legally effective statutory termination. A notice becomes effective on receipt under applicable law. Each party shall keep its notice details current. This section does not govern formal service of court documents.

20.2 Neither party may transfer the Contract as a whole, including its obligations, without the other party’s prior consent in text form, not to be unreasonably withheld. A transfer in connection with a merger, reorganisation or sale of substantially all relevant assets is permitted after prior notice if the transferee assumes the Contract and the transfer does not materially reduce the other party’s rights. Assignment of monetary claims, including for ordinary financing or collection, remains permitted to the extent provided by law.

20.3 Amendments and waivers should be agreed in text form unless stricter form is required by law. This does not restrict the priority or proof of an individually negotiated agreement, including one made orally. Delay in exercising a right is not, by itself, a waiver.

20.4 If a provision is wholly or partly invalid or unenforceable, the remaining provisions remain effective. The invalid provision shall be replaced by the applicable statutory rule. Where legally permissible, the parties shall agree a valid provision that most closely reflects the commercial purpose of the invalid provision.

20.5 The Contract contains the parties’ agreement concerning its subject matter and supersedes prior non-binding proposals and understandings. This does not exclude an individually agreed term, an agreed characteristic, liability for intentional or fraudulent conduct, or liability arising from a breach of a statutory pre-contractual duty.

20.6 The Contract may be executed electronically and in counterparts to the extent no stricter statutory form is required.

20.7 Publishing or supplying a later version of these Terms does not change an existing Contract. A later version applies only to a new, renewed or amended Mandate that identifies that version and is accepted by the parties.

21. Governing law and jurisdiction

21.1 The Contract is governed by the substantive laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). This choice does not displace mandatory provisions that apply irrespective of the chosen law. Non-contractual obligations are governed by the law determined under the applicable conflict-of-laws rules unless the parties make a legally permitted separate choice.

21.2 Before commencing proceedings, a party shall normally invite the other party’s senior representative to attempt resolution for up to 15 business days. This step does not affect the admissibility of proceedings and does not restrict interim relief, preservation of a limitation period, debt-enforcement proceedings or proceedings concerning an undisputed overdue amount.

21.3 The courts at Nordbridge’s registered office have exclusive jurisdiction where both parties are merchants, legal entities under public law or special funds under public law, or where another basis for a pre-dispute jurisdiction agreement is permitted by section 38 of the German Code of Civil Procedure (Zivilprozessordnung - “ZPO”) or applicable international law. Otherwise, the statutory venues apply. Mandatory exclusive venues remain unaffected.

22. Language

22.1 The Mandate shall identify the governing contract language. If it does not, the language in which the Mandate was executed governs where a corresponding version of these Terms was supplied before conclusion; otherwise, the English version governs. A translation is provided for convenience. The parties shall interpret corresponding versions consistently where reasonably possible.