GENERAL TERMS AND CONDITIONS

PRELIMINARY NOTICE

A. These General Terms and Conditions (hereinafter "General Terms and Conditions") apply to the contractual relationship (hereinafter "Contract" or "Contractual Relationship") between EV Work Edition GmbH, Vancouverstraße 2a, 20457 Hamburg, Germany (hereinafter "EV Work Edition") and the customer (hereinafter "Customer") specified in the written or digital registration form (hereinafter collectively the "Registration Form") for the use of the co-working spaces operated by EV Work Edition (i.e. Open Space, Work Edition lounges, meeting rooms, boarding rooms, co-working desk, common areas - hereinafter "Co-Working Space" or "Premises") and the associated services (hereinafter "Services").

B. In the event of any inconsistencies, the terms agreed in the registration form shall take precedence over the provisions of these General Terms and Conditions. Capitalized terms used in these General Terms and Conditions that are not defined shall have the meaning given to them in the Registration Form.

C. EV Work Edition offers its services only to entrepreneurs within the meaning of § 14 BGB and § 2 UStG. An entrepreneur is anyone who independently carries out a commercial or professional activity (§ 2 para. 1 sentence 1 UStG).

D. A contractual relationship establishes a service contract with various service elements. The premises remain at all times in the possession and under the control of EV Work Edition. No lease or tenancy relationship or other ownership claims in favor of the customer are established with regard to the premises.

E. These Terms and Conditions shall apply even if EV Work Edition provides services to the Customer without reservation in the knowledge of conflicting or differing terms and conditions of the Customer. Any terms and conditions of the Customer that conflict with these General Terms and Conditions shall not apply unless expressly confirmed in writing by EV Work Edition.

1. CONCLUSION OF A CONTRACT

The offer of services on the EV Work Edition website or app does not constitute a binding offer. All applications for the conclusion of a contract are subject to availability. By submitting a completed registration request via the EV Work Edition website or app, the Customer submits a binding offer to conclude a corresponding contract with EV Work Edition. A legally valid contract between the Customer and EV Work Edition is only concluded when the offer is accepted by EV Work Edition by sending a confirmation e-mail to the Customer.

2. SERVICES / SCOPE OF SERVICES

2.1 The "DayPass" includes the following services for one (1) day specified in the registration form (8:30 a.m. to 5:30 p.m.):
- Access to a seat in the Open Space area subject to availability;
- WLAN in the entire premises;
- Use of the lounge and common areas;
- Free fresh coffee and sparkling water;
- Use of the fully equipped kitchens;
- discounted rates for meeting and conference rooms;
- Reception services between 8:30 am and 5:30 pm.

2.2 A "DayPass Bundle" entitles the customer to use the services of the DayPass on a total of ten (10) days (each from 8:30 a.m. to 5:30 p.m.). The customer is free to decide on which days they wish to make use of a DayPass, subject to the respective day-dependent availability of seats in the Open Space area. The ten days may or may not be consecutive. A DayPass Bundle is valid for a total of 6 months from the date of purchase or booking.

2.3 The booking of "meeting/event rooms" with or without a catering package entitles the customer to use the premises specified in the registration form for the period specified in the registration form, in particular for conferences, meetings and other events.

2.4 An "Open Space Seat" entitles the Customer to use an Open Space Seat subject to availability, which is not guaranteed by EV Work Edition. Open Space Seats are allocated on a first come, first served basis.

2.5 "Reception services" are available on working days between 8:30 am and 5:30 pm, such as registration of visitors and guests, booking of additional services, assistance with the use of services, premises, etc.

2.6 "Office cleaning" is carried out during normal office hours. The customer must grant access to the cleaning staff.

2.7 EV Work Edition may adjust the scope and content of individual services at its reasonable discretion, provided that the general nature of the services concerned is not significantly changed. 2.8 The use of additional services or exceeding booked quotas shall trigger additional fees. The fees are based on the price list valid at the time the service is provided.

2.9 The booking of certain service packages entitles the customer to use the resources and services provided to the extent customary for office use. EV Work Edition reserves the right to charge the customer additional fees in the event of excessive use.

3. PRICES / FEES FOR ADDITIONAL SERVICES

3.1 EV Work Edition will issue an invoice to the Customer for the prices stated in the registration form and any fees for additional services. Fees for additional services are based on the price list valid at the time of booking the services, which can be viewed by the Customer at any time upon request. The invoice must be paid within ten days of receipt.

3.2 All fees and prices are net plus the applicable statutory VAT (currently 19%). All fees and prices are non-refundable. If the customer cancels the booking, the customer will not receive a refund. However, in the event of cancellation of the booking of meeting/event rooms without a catering package, the customer shall have the right to rebook to another date within 3 (three) months, subject to availability.

3.3 Prices and any fees for additional services are payable irrespective of whether the customer actually uses the services or the premises.

3.4 The Customer may only offset undisputed claims, claims recognized by EV Work Edition or legally established claims against a claim of EV Work Edition. The Customer's right to assert claims for repayment of overpaid fees or other claims separately against EV Work Edition shall remain unaffected by the above provisions.

4. SALES TAX

4.1 As a precautionary measure, EV Work Edition waives the VAT exemption in accordance with § 9 UStG (German Value Added Tax Act) within the meaning of § 4 No. 12 lit. a) UStG (option to VAT liability). The customer is obliged to use the premises exclusively for sales that do not exclude the deduction of input tax according to § 15 UStG. If EV Work Edition requires proof of this, the Customer undertakes to cooperate in this respect. The Customer assures that he will inform EV Work Edition immediately if the requirements according to sentence 1 of this clause are no longer met.

4.2 If the Customer violates the aforementioned obligations, he shall indemnify EV Work Edition for the damage incurred or hold EV Work Edition harmless. If the prerequisite for the option for EV Work Edition's VAT liability pursuant to § 9 para. 2 UStG (German Value Added Tax Act) no longer applies because the Customer does not use the premises in whole or in part in accordance with clause 4.1, and if the lack of the option prerequisite only becomes known subsequently, EV Work Edition shall be entitled to subsequently correct the invoices issued to date in such a way that the contractual gross contribution paid to date subsequently corresponds to the contribution without VAT disclosure. Further claims of EV Work Edition remain unaffected.

4.3 Any claims of EV Work Edition against the Customer pursuant to this provision shall become time-barred after 10 (ten) years. If the Customer fails to comply with its aforementioned information obligations, the limitation period for all claims based on circumstances about which EV Work Edition was not informed by the Customer shall be extended to 10 (ten) years.

5. TERMINATION

5.1 Either party may terminate the contract for cause with immediate effect. Good cause for EV Work Edition shall be deemed to exist in particular if the Customer grants unauthorized third parties access to the premises. 5.2 If EV Work Edition terminates the contract for good cause due to a culpable breach of duty by the Customer, the Customer shall compensate EV Work Edition for the resulting damages. 5.3 Reference is made to Section 3.2 for canceling a booking.

6. ACCESS TO THE PREMISES

6.1 The Customer shall ensure that only authorized users and no third parties are granted access to the premises, unless express permission has been granted by EV Work Edition. Guests must register at reception and may only enter the premises during normal office hours.

6.2 Keys and access cards may not be passed on to third parties or made accessible to third parties without prior permission from EV Work Edition. The Customer shall be liable for any damage caused by third parties who have gained access to the premises through the Customer.

6.3 EV Work Edition reserves the right to use the premises or parts thereof for public and private events. The customer accepts that access to the premises or parts thereof and the use of operating facilities and services may be restricted during such events.

7. ACCESS AND MAINTENANCE BY EV WORK EDITION

7.1 EV Work Edition shall be entitled to enter and inspect the premises used by the Customer at any time of the day or night in order to satisfy itself that they are being used in accordance with the contract. In the event of significant violations of this contract or criminal law, EV Work Edition may terminate the use. Provided there is no imminent danger, EV Work Edition shall inform the Customer in advance and make every effort to avoid disrupting the Customer's business operations.

7.2 EV Work Edition is entitled to carry out maintenance and repair work on and in the premises, including the offices used by the Customer. EV Work Edition shall, as far as possible, inform the Customer in advance of the timing of the work and minimize any disruption to the Customer's business.

8. HOUSE RULES

EV Work Edition is entitled to issue additional house rules, which include further obligations of the Customer and form an integral part of the contract between the parties. The Customer shall oblige each of its authorized users, guests or other third parties who gain access to the premises at the Customer's instigation to comply with the house rules.

9. FURTHER OBLIGATIONS OF THE CUSTOMER

9.1 The customer undertakes to comply with all applicable laws and regulations.

9.2 In particular, the Customer shall be solely responsible for compliance with the Workplace Ordinance, the Workplace Directive or other health and safety regulations and other relevant laws and regulations governing the use of office space by the Customer's employees. The Customer acknowledges that the furnishing and furnishing of the premises by EV Work Edition are merely furnishing or furnishing suggestions and that the Customer is responsible for arranging the furniture and workstations in such a way that compliance with the Workplace Ordinance, the Workplace Directive or other relevant laws and regulations is guaranteed. EV Work Edition does not guarantee that the office space, workstation or open seating assigned to the Customer meets or is suitable to meet the applicable requirements.

9.3 EV Work Edition may request additional information and documentation from the Customer at any time, such as proof of identity, company documents or tax registrations. EV Work Edition is also entitled to request data from SCHUFA or other business information services.

9.4 When holding events in the booked meeting/event rooms, the customer assures that he is not acting on behalf of another organizer. The customer shall ensure that the legal requirements for holding the event (e.g. permits to be obtained, registrations, fees) are met and that all statutory (in particular public law) regulations are complied with when holding the event. If an official permit is required for the event, the Customer must provide EV Work Edition with proof of this upon request in good time before the start of use. EV Work Edition points out that the premises are approved as office premises under building regulations. Events within the meaning of the German Ordinance on Places of Assembly are therefore not permitted. The Customer shall indemnify EV Work Edition against all third-party claims in the event of culpable breach of this obligation. Any necessary registration and payment of fees with GEMA is the responsibility of the Customer. At EV Work Edition's request, the Customer shall provide proof of payment of the GEMA fees. The Customer shall ensure that the number of persons permitted for the premises provided is not exceeded. If this number is exceeded, the customer shall be liable for all resulting damages. If the Customer requires the delivery of beverages or other catering, he shall always order this through EV Work Edition and not provide it himself or obtain it from third parties without the consent of EV Work Edition. The Customer shall be liable for all personal injury or property damage caused by him or his employees or other contractual partners as well as participants in the event.

10. LIABILITY / LIMITATION OF LIABILITY

10.1 EV Work Edition is liable for the fulfillment of the obligations arising from the contractual relationship with the diligence of a prudent businessman. The customer is responsible for inspecting the premises before entering into the contract.

10.2 Depending on the Service selected, the workstation or open seating assigned to the Customer may be located in an OpenSpace office and therefore may not be self-contained or lockable. The Customer is not entitled to a specific office space or workstation. Any claims under Sections 536, 536a BGB are excluded in this respect. This also applies to claims for a reduction in price.

10.3 Claims for a reduction in the fee due to initial defects that exist at the time the customer starts using the premises are excluded, including, but not limited to, direct or analogous claims pursuant to Section 536 (1) sentence 1 1st Alt. BGB. Claims for damages by the customer are also excluded, regardless of the legal grounds.

10.4 The customer is aware that the premises are not air-conditioned or mechanically ventilated. This means that in summer the temperature of the premises may rise to over 26°C or higher. Such an increase in temperature does not constitute a defect.

10.5 EV Work Edition is not liable for any infringement of copyright or personal rights that may be caused by the use of shared premises, equipment or networks. Should the customer gain knowledge of confidential information or business secrets of other customers, he is obliged to maintain confidentiality, unless this is contrary to the law.

10.6 EV Work Edition accepts no liability in relation to the security and reliability of the IT network provided on the premises. EV Work Edition shall not be liable for any infringement of the Customer's intellectual property rights or for any breaches that occur during the transmission of data or data carriers. It is the sole responsibility of the Customer to implement backup solutions.

10.7 The customer shall be liable for all damage to and in the premises, the furniture and fixtures provided that goes beyond normal wear and tear and that is culpably caused by the customer itself, its authorized users, vicarious agents or visitors. The same applies to the loss of furniture and fixtures.

10.8 EV Work Edition shall not be liable for late or defective performance of its obligations under the contract if the non-performance is due to circumstances beyond EV Work Edition's control, such as Lightning, strikes, fire, acts of war, confiscation, epidemics, pandemics (such as COVID-19), currency restrictions, riots or civil disobedience, transportation restrictions, shortage of goods, official restrictions or delivery bottlenecks and/or delays in delivery from suppliers ("force majeure"). EV Work Edition shall be released from the performance of its obligations as long as the Force Majeure continues. EV Work Edition must inform the Customer immediately. EV Work Edition is always obliged to take appropriate measures to mitigate the effects of Force Majeure. Developments or effects of the current COVID-19 pandemic that go beyond the developments or effects known to the parties at the time of the conclusion of the contract shall be considered Force Majeure within the meaning of this clause 10.8. If EV Work Edition fails to notify the Customer of the existence of Force Majeure, EV Work Edition shall remain responsible for the delayed and/or defective performance, even if the failure is due to Force Majeure. If the failure due to force majeure lasts longer than three (3) months, the Customer is entitled to terminate the contract in whole or in part with immediate effect.

10.9 In the event of disruptions or defects, the Customer must inform EV Work Edition immediately of the defect and give EV Work Edition sufficient opportunity to remedy the defect.

10.10 The Customer is solely responsible for any items or documents brought onto the premises. EV Work Edition cannot be held responsible for lost or stolen items or documents unless this is due to gross negligence or willful misconduct by EV Work Edition, its legal representatives or agents.

10.11 The customer is responsible for maintaining personal property insurance and public liability insurance at his own expense. The customer must also provide proof of event liability insurance with sufficient coverage (at least EUR 500,000.00 for property damage and personal injury) for events in the booked meeting/event rooms. The Customer is obliged to provide EV Work Edition with proof of this insurance at any time upon request.

10.12 Excluded from all exclusions/limitations of liability are damages resulting from injury to life, body or health; other damages that EV Work Edition, its legal representatives or vicarious agents have caused intentionally or through gross negligence or that are based on a breach of essential contractual obligations for which EV Work Edition, its legal representatives or vicarious agents are responsible. In this context, material contractual obligations are those contractual obligations that make the proper fulfillment of the contract possible in the first place and on the observance of which the other party to the contract has relied and was entitled to rely and whose culpable non-fulfillment jeopardizes the achievement of the purpose of the contract.

11. INDEMNIFICATION

The customer shall indemnify EV Work Edition against all claims - including third-party claims, obligations and expenses as well as reasonable legal fees - arising from
- a breach of the Agreement and/or these Terms and Conditions by the Customer, its Authorized Users, guests or third parties to whom the Customer has granted access to the Premises;
- a breach or non-compliance with applicable laws and regulations, including but not limited to non-compliance with the Workplace Ordinance; or
- any illegal use of the Internet and/or any breach of the provisions of clause 12.2 or 12.3.

12. USE OF SERVICES AND RESOURCES

12.1 The provision of certain services and resources relies on functioning third-party services and infrastructure, such as telecommunications, internet, electricity and the like, over which EV Work Edition has no control. EV Work Edition is not liable for malfunctions, interruptions or failure of the infrastructure or third-party services necessary for the provision of the services, unless this is due to gross negligence or willful misconduct on the part of EV Work Edition, its legal representatives or vicarious agents.

12.2 The general availability of bandwidth is limited. To ensure that all customers can work properly, the customer will only use the Internet access provided by EV Work Edition for business purposes. Customers may not stream, download or upload music, movies, live streams, etc. If the Customer's business activities make it necessary to stream, download or upload such data, the Customer shall seek a solution with EV Work Edition in advance (e.g. setting up their own/additional connection).

12.3 Use of the Internet connection is at the risk and peril of the customer or third parties who use the customer's connection with the customer's consent. The customer is responsible for the data transmitted via the Internet, the services used and the legal transactions carried out via the Internet and bears the costs thereof. The customer undertakes to comply with the applicable law when using the Internet himself or through third parties and in particular not to retrieve or disseminate any immoral or illegal content, not to illegally reproduce, disseminate or make available any goods protected by copyright and to observe the applicable youth protection regulations, not to send or disseminate any harassing, defamatory, threatening or otherwise unlawful content, not to use Internet access to send mass or chain messages ("spam") and/or other forms of illegal advertising and to refrain from doing anything that could expose him and/or EV Work Edition to liability claims from third parties.

12.4 If an Internet flat rate is part of the contract, passing on the access code is expressly prohibited.

13. COLLECTION AND STORAGE OF PERSONAL DATA

13.1 The collection, storage and use of personal data, including the use of key cards and video surveillance in common areas by EV Work Edition, is carried out in accordance with the statutory provisions. Details are set out in EV Work Edition's Privacy Policy.

13.2 The Customer shall provide EV Work Edition with all requested documents and other information for the proper identification or determination of the contractual partner, the beneficial owner and the determination of the status as a politically exposed person within the meaning of the German Money Laundering Act (GwG) and other applicable money laundering regulations. This also applies as soon as and to the extent that there are changes to the beneficial owner of the customer or his status as a politically exposed person. The client is also obliged to provide any documents and other information requested by banks. The Customer agrees that EV Work Edition may collect such information from the Customer and forward it to the Bank in order to fulfill the banks' compliance obligations under applicable money laundering regulations. The Banks shall be solely responsible for such data and shall determine the use and deletion of such data.

14. CONFIDENTIALITY

14.1 The parties are obliged not to disclose information received from the other party to third parties without the consent of the other party. This includes business information that may be of a confidential nature, such as business secrets and information that is subject to a statutory duty of confidentiality. Information marked as confidential must always be treated as confidential information.

14.2 The obligation of the parties to maintain confidentiality under this section shall not extend to trade secrets or other confidential information if the receiving party can prove that (i) it was already known at the time of receipt, (ii) is or was generally known without breach of this Agreement, (iii) originates from third parties who have obtained the information by lawful means and are not themselves bound to confidentiality, or (iv) is to be made generally known pursuant to a court judgment, governmental order or applicable law.

15. CHANGES TO THE GENERAL TERMS AND CONDITIONS

EV Work Edition may update the Terms and Conditions from time to time. In such a case, EV Work Edition will inform the Customer of the changes. The changes shall be deemed to have been accepted by the Customer if the Customer has not objected to the changes in writing within one month of receipt of the notification. Continued use of the premises and services beyond this period shall be deemed acceptance of the changes.

16. MISCELLANEOUS

16.1 The Customer shall not be entitled to transfer the rights and obligations under the Contract in whole or in part to a third party unless EV Work Edition has given its prior written consent. It is hereby clarified that the Customer is not entitled to (sub)rent the office space, furniture and fixtures or to allow a third party to use them, even partially, unless EV Work Edition gives its prior written consent. It is at the sole discretion of EV Work Edition to refuse such consent. The Customer's right to temporary use of the furniture and services by visitors remains unaffected. In the event of assignment or rental / transfer of use without consent, EV Work Edition is entitled to terminate the contract immediately. Further rights and claims remain unaffected by this.

16.2 Amendments or additions to the contract must be made in writing, whereby the text form in accordance with § 126b BGB is sufficient. This also applies to the waiver of this written form requirement. Additional services ordered by the customer after conclusion of the contract shall become part of the contract even without order confirmation, provided that the parties have reached a corresponding agreement.

16.3 All notifications required under the contract must be made in text form, unless these General Terms and Conditions provide for a different form.

16.4 German law shall apply. If the customer is a merchant within the meaning of the German Commercial Code, Hamburg is agreed as the exclusive place of jurisdiction.

16.5 Should any provision of the contract or these General Terms and Conditions become invalid, illegal or unenforceable, the remaining provisions shall nevertheless remain in full force and effect and shall not be affected or invalidated thereby. The parties are aware of the case law of the German Federal Supreme Court, according to which a severability clause merely reverses the burden of proof. However, it is the express intention of the parties to maintain the validity of the remaining contractual provisions under all circumstances and thus to waive Section 139 BGB in its entirety. In place of the invalid provision, a provision shall be deemed to have been agreed which comes as close as possible to the economic purpose of the invalid provision. The same applies in the event of a loophole.

16.6 These General Terms and Conditions were last amended in October 2023.

16.7 In the event of inconsistencies between the English and German versions of these General Terms and Conditions, the German version alone shall prevail.