GTC

General Terms and Conditions of the

WELL Plus GmbH
Föhrenkamp 17a
45481 Mülheim an der Ruhr

(hereinafter also referred to as: "WELL")

I. Scope of application

(1) All deliveries, services and offers of WELL are made exclusively on the basis of these General Terms and Conditions. They are an integral part of all contracts that WELL concludes with its contractual partners (hereinafter also referred to as "customer") for the deliveries or services it offers. They shall also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.

(2) Terms and conditions of the customer or third parties shall not apply, even if WELL does not separately object to their validity in individual cases. Even if WELL refers to a letter or e-mail that contains or refers to the terms and conditions of the customer or a third party, this shall not constitute consent to the validity of those terms and conditions

(3) WELL does not conclude contracts with consumers within the meaning of § 13 BGB. When concluding a contract with WELL, the customer assures that he is acting as an entrepreneur in accordance with § 14 BGB or as a merchant in accordance with HGB.

II. services of WELL / co-operation of the customer

(1) WELL creates customised learning platforms on behalf of the customer. The creation of a learning platform is divided into a conceptual and a production part.

(2) WELL also provides training and consultancy services for entrepreneurs in the field of further education and training in the healthcare sector.

(3) The customer shall always perform the acts of co-operation incumbent upon him in full and in due time upon first request. If the customer fails to cooperate and thus prevents WELL from providing the service, WELL's claim to remuneration shall remain unaffected. With regard to training and consulting services, the customer shall have no claim to the achievement of a specific result. The services of WELL in this respect are subject to the law on service contracts, insofar as this concerns conceptual work and/or coaching.

(4) The customer shall immediately support the provision of services by WELL through reasonable acts of co-operation upon first request. In particular, the customer shall provide WELL with the necessary information and data. In addition, the customer shall provide the necessary working materials at WELL's first request.

(5) At WELL's first request, the customer shall designate a contact person ("First Level Contact") as a permanent point of contact for all matters relating to the project.

(6) If the customer does not fulfil his obligations to cooperate and WELL is therefore unable to complete its services in whole or in part within the agreed period, the agreed period shall be extended accordingly.

(7) With regard to the services to be rendered by WELL to the customer, WELL shall have a right to determine the performance in accordance with § 315 BGB.

(8) WELL is authorised to have services owed to the customer rendered by vicarious agents and third parties.

III Services subject to acceptance

(1) If WELL provides a service for the customer that is subject to acceptance, the following paragraphs 2-8 shall apply.

(2) Acceptance by the customer must be declared immediately after completion of the learning platform or an intermediate step requiring acceptance (course compilation, company-specific content, employee lists) and the customer's acknowledgement thereof.

(3) WELL may request the customer to perform (partial) acceptance within a period of one week. The learning platform or the respective intermediate step shall be deemed accepted upon expiry of the deadline if the customer has not declared to WELL in writing which defects still need to be remedied. The customer shall prepare a record of any defects and provide it to WELL. The customer shall bear the risk of transmission.

(4) In the event of a significant defect, WELL is entitled to rectify the defect twice within a reasonable period of time. Insignificant defects in the service shall not prevent acceptance.

(5) If there is a dispute between the parties as to whether a work has a significant or insignificant defect, an expert publicly appointed by a chamber of industry and commerce shall be consulted before any legal dispute is initiated. The customer is obliged to pay the appropriate remuneration of the expert to be consulted in advance. If the expert consulted establishes the existence of a significant defect in the work, WELL shall reimburse the customer for the expenses incurred in this respect.

(6) The (partial) service to be accepted by WELL shall also be deemed accepted if the customer does not declare acceptance of the respective (partial) service in writing within 7 working days upon WELL's request and notifies WELL of significant defects.

(7) The customer shall have no further claims, in particular for reimbursement of the necessary expenses for remedying the defects, compensation for damages and reimbursement of futile expenses.

(8) Insofar as the defects that lead to the extraordinary cancellation of the contract do not constitute significant defects in the aforementioned sense, the customer shall not be entitled to reclaim any part of the remuneration.

IV. Conclusion of contracts

(1) The contract between WELL and the customer may be concluded by telephone, in writing or in text form.

(2) If the contract is concluded verbally, the customer shall receive an order confirmation from WELL upon request, which, however, is not constitutive for the conclusion of the contract.

V. Payments, prices, conditions

(1) The prices quoted and communicated by WELL are binding. If WELL has offered an all-inclusive price for the creation of a learning platform, half of this price shall relate to the conceptual work and half to the production work by WELL. Half of the invoice amount for conceptual work is to be paid in advance by the customer, subject to individual agreement. The prices quoted are net prices plus statutory VAT.

(2) Payment for WELL's services shall be made immediately after invoicing or by individual agreement. Payment for WELL's services is generally due upon conclusion of the contract, unless WELL's offer states otherwise. A (SEPA) direct debit authorisation granted to WELL shall also apply to the further business relationship until revoked.

(3) If SEPA direct debit is agreed, the customer shall issue WELL with a written SEPA direct debit mandate after conclusion of the contract. WELL shall provide the customer with a corresponding form upon request.

(4) WELL shall issue the customer with a proper invoice showing the value added tax (if necessary through vicarious agents).

(5) In the event that agreed direct debits cannot be collected from the customer's account and a chargeback occurs, the customer is obliged to transfer the amount owed to WELL within three working days of the chargeback and to bear the costs incurred as a result of the chargeback.

(6) Offsetting against counterclaims shall only be mutually permissible if the other contracting party has recognised the offsetting or if this has been legally established. The same applies to the exercise of a right of retention by one contracting party.

(7) If the customer fails to attend the kick-off date agreed with WELL upon conclusion of the contract without excuse and WELL is unable to produce the commissioned learning platform as a result, the customer shall remain obliged to pay the agreed flat rate for the design of the learning platform.

(8) Reference customers receive a separate discount for their company for all accounts and services used at WELL. The discount is based on the minimum number of users specified by the company. This value may be higher than specified when the contract is concluded and does not increase the discount.

(9) If the reference customer does not fulfil the minimum user numbers, WELL shall be entitled to apply an appropriate, lower discount in the invoices. A maximum of 20% of the agreed discount can be deducted for not reaching the minimum number of users.

(10) In addition, reference customers undertake to submit a review and to present themselves positively to potential customers or interested parties of WELL. A reciprocal linking of the websites is or can be part of the agreement.

VI Cancellation, term, acceptance date

(1) The contract shall have the minimum term agreed individually (by telephone or in writing) between the parties. Cancellation before the end of the minimum term (in particular in accordance with Sections 621, 627, 648 BGB) is excluded.

(2) Agreed acceptance dates are not fixed dates and are subject to the customer providing the necessary co-operation.

(3) If no fixed acceptance/completion date and no minimum term has been agreed, WELL shall have the right to submit the production to the customer for acceptance within 16 weeks of the contractually agreed "kick-off date". Cancellation before the end of this period is excluded.

(4) Any free cancellation rights under the law on contracts for work and services during the term of the contract are excluded.

(5) Cancellations must be made in writing to be effective and are possible 3 months before the end of the minimum term.

(6) The right to extraordinary cancellation for good cause shall always remain unaffected.

VII Default / extraordinary cancellation

(1) Time limits for the provision of services by WELL shall not commence before the respective invoice amount due has been received by WELL and the data required for the services have been received by WELL in full in accordance with the agreement or the necessary cooperation has been provided in full.

(2) If the customer is in arrears with due payments, WELL reserves the right not to provide further services until the outstanding amount has been settled.

(3) If the customer is in arrears with at least two payments due to WELL in the case of payment by instalments, WELL shall be entitled to terminate the contract extraordinarily and discontinue the services. WELL shall claim the entire remuneration due by the next ordinary termination date as compensation.

VIII Fulfilment

(1) WELL shall perform the agreed services in accordance with the offer with the necessary care. WELL shall be entitled to utilise the assistance of third parties without restriction.

(2) If WELL is prevented from providing the agreed services and the reasons for the hindrance originate from the customer's environment, WELL's claim to remuneration shall remain unaffected.

IX. Behaviour and consideration

The customer must ensure the usual behaviour of a fair businessman towards WELL. We reserve the right to prosecute under civil law any unlawful and/or improper or unfounded statements about our company and our services, whether made by customers, competitors or other third parties, in particular untrue statements of fact and abusive criticism, and also to bring criminal charges without prior notice.

X. Property rights of third parties

(1) The customer shall receive all rights of use arising in connection with the realisation of the production, arising or acquired or to be acquired by him for this purpose, exclusively, freely transferable to third parties, unrestricted in terms of time, space and content.

(2) Paragraph 1 shall apply exclusively subject to the proviso that the customer has paid the remuneration due to WELL under the main contract in full and on time.

(3) If payment by instalments has been agreed, the right of use specified in paragraph 1 shall not pass to WELL until the last instalment has been paid in full, unless otherwise agreed individually.

(4) The transfer of work and service results to third parties (including affiliated companies) is excluded. The same applies to processing in accordance with § 23 UrhG.

XI. Liability

(1) WELL shall only be liable for damages - irrespective of the legal grounds - in cases of intent and gross negligence. In the event of simple negligence, WELL shall only be liable

a) for damages resulting from injury to life, body or health,

b) for damages arising from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, liability is limited to compensation for foreseeable, typically occurring damages.

(2) Within the limits of paragraph 1, WELL shall not be liable for loss of data and programmes. Liability for data loss shall be limited to the amount of the typical restoration costs that would have been incurred if backup copies had been made regularly and in accordance with the risks involved. Liability under the Product Liability Act shall always remain unaffected, as shall liability for the assumption of a guarantee.

XII Final provisions

(1) Deviations from these GTC are only effective if they have been agreed in writing. Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. A written contract or the written confirmation of WELL shall be decisive for the content of such agreements.

(2) The law of the Federal Republic of Germany shall apply exclusively. The place of fulfilment is the registered office of WELL. The exclusive commercial place of jurisdiction is the registered office of WELL.