General Terms and Conditions

Advisory and Professional Services

Provider: Tactical Management Deutschland GmbH, Munich. Commercial register: Munich Local Court (Amtsgericht München) HRB 298584. Managing Director: Dr. Tillmann Lauk.

Version 1.0 · Effective 25 May 2026

Preamble

The Provider delivers qualified advisory and professional services in the field of Quantum Dynamics: advisory and strategy services covering resilience, supply-chain and risk analysis. Services are rendered on the basis of individual mandates, order confirmations or engagement letters; the following General Terms and Conditions form the contractual framework unless otherwise agreed in writing in the individual case. They reflect the service-based nature of the engagement — the Provider owes the diligent performance of the agreed activity, not the achievement of a specific result.

§ 1 Scope and contractual parties

(1) These General Terms and Conditions (the "GTC") apply to all contracts for advisory, advisory-board, coaching, training, conceptual, analytical and other professional services between Tactical Management Deutschland GmbH (the "Provider") and the principal (the "Client").

(2) The GTC apply both to consumers within the meaning of § 13 German Civil Code (BGB) and to business customers within the meaning of § 14 BGB. Where provisions apply exclusively to one of these groups, this is clearly indicated. The primary target group consists of business clients.

(3) Deviating, conflicting or supplementary terms of the Client shall not become part of the contract unless the Provider expressly consents to their application in writing. This applies even if the Provider performs the service without reservation while being aware of such deviating terms.

(4) In case of conflicts between these GTC and an individual engagement letter or order confirmation, the individual agreement prevails.

§ 2 Subject matter — service obligation, no result owed

(1) The subject matter of the contract is the advisory and professional services described in the engagement letter, order confirmation or other individual mandate.

(2) The contract is a service contract within the meaning of §§ 611 et seq. BGB. The Provider owes the diligent performance of the agreed activity in accordance with the recognised standards of the relevant discipline; no specific economic, legal or other result is owed.

(3) The Provider is entitled to freely determine the persons engaged for performance, provided their professional qualifications match the agreed activity. The Client has no claim to performance by a specific named individual unless such assignment has been expressly agreed.

(4) Unless expressly agreed otherwise and unless suitably qualified persons are engaged, the Provider does not render legal advice within the meaning of the German Legal Services Act (RDG), tax advice within the meaning of the German Tax Consultancy Act (StBerG), or investment advice within the meaning of the German Securities Trading Act (WpHG).

§ 3 Conclusion of contract

(1) Offers, cost estimates and service descriptions issued by the Provider are non-binding unless expressly marked as binding.

(2) The contract is concluded by concurring declarations of intent — typically by acceptance of an engagement letter, by an express order confirmation, or by the Provider taking up the work at the Client's request.

(3) The Provider reserves the right to refuse assignments without giving reasons, in particular in case of conflicts of interest, where there are substantiated doubts as to the identity or solvency of the Client, where there is suspicion of money laundering or sanctions violations, and where assignments are incompatible with the Provider's professional or ethical principles.

(4) The Provider is entitled to perform identification and due-diligence obligations under the German Anti-Money-Laundering Act (GwG) and a conflict check before commencing the activity.

§ 4 Client cooperation obligations

(1) The Client shall provide the Provider with all information, documents and access required for performance in due time, completely and correctly.

(2) The Client shall designate a responsible contact person with sufficient decision-making authority and shall ensure their availability to the agreed extent.

(3) Delays, additional expenses or defective results caused by a breach of cooperation obligations shall not be borne by the Provider. The Provider is entitled to invoice such additional expenses separately at the agreed hourly rates — failing which, at customary market rates.

(4) The Client warrants that all information, data and documents made available are free from third-party rights or that the Client holds the rights required for use in the context of the mandate.

§ 5 Remuneration and payment

(1) Remuneration shall be as agreed in the engagement letter or order confirmation. It may be agreed as a fixed fee, as a time-based fee at hourly rates, as a retainer, or as a combination of these models. All remuneration is in euro, exclusive of statutory VAT and any disbursements.

(2) Disbursements, travel, accommodation and other project-related expenses shall be invoiced separately; travel time shall be remunerated at the agreed hourly rates unless otherwise agreed.

(3) The Provider is entitled to demand an advance payment of an appropriate amount — typically 30 % of the expected total remuneration. For longer-term mandates, invoicing shall be monthly or against agreed milestones.

(4) Invoices are due for payment without deduction within 14 days of receipt. A business customer in default of payment shall owe default interest of nine percentage points above the base rate (§ 288 (2) BGB) and the lump sum under § 288 (5) BGB. For consumers, the statutory provisions apply.

(5) In case of default of payment, the Provider is entitled to suspend further performance until all outstanding amounts have been settled. Any resulting delays shall not be borne by the Provider.

§ 6 Performance, place and subcontractors

(1) Performance shall take place, at the Provider's discretion, at the Provider's place of business, at the Client's premises, at a location agreed with the Client, or remotely. The Provider is entitled to use appropriate electronic communication and collaboration tools.

(2) Dates and deadlines are non-binding target values unless expressly agreed as binding. Binding dates presuppose the timely fulfilment of all Client cooperation obligations.

(3) The Provider is entitled to engage employees, freelancers, subcontractors and external experts for performance. The Provider remains responsible for diligent performance; prior Client consent to the engagement of specific subcontractors is not required.

§ 7 Confidentiality

(1) The contracting parties undertake to treat all confidential information of the other party obtained in connection with the mandate as confidential, to use it exclusively for the purposes of the mandate, and not to disclose it to third parties without prior written consent. This obligation survives termination of the contractual relationship.

(2) Exempt from this obligation is information which is demonstrably (a) publicly known or becomes publicly known without fault of a party, (b) was lawfully known to the receiving party before the mandate, (c) was obtained from third parties without a confidentiality obligation, or (d) must be disclosed pursuant to statutory, official or court order.

(3) The Provider is entitled to refer to the existence of the business relationship in anonymised form (industry, size class, type of mandate) for reference purposes unless expressly agreed otherwise. Naming the Client in references requires the Client's prior consent.

(4) Subcontractors and engaged experts shall be placed under equivalent confidentiality obligations by the Provider.

§ 8 Exclusion of the right of withdrawal

(1) For service contracts with consumers concluded by means of distance communication or off-premises, the statutory right of withdrawal expires upon complete performance of the service in accordance with § 356 (4) BGB, provided the Provider has commenced performance after (a) the consumer has expressly consented and (b) simultaneously confirmed knowledge that the right of withdrawal expires upon complete performance.

(2) By placing the order, the Client expressly requests immediate commencement of performance and confirms having received notice of the above consequence — expiry of the right of withdrawal upon complete performance — in text form before conclusion of contract. These declarations are obtained separately during the order process or in the engagement letter.

(3) Where the right of withdrawal has not already expired pursuant to paragraph 1, the consumer, upon withdrawal after commencement of performance, must pay the amount corresponding to the proportion of services rendered up to withdrawal compared with the total scope of services contractually agreed (§ 357a (2) BGB).

(4) Business customers within the meaning of § 14 BGB have no right of withdrawal in any case.

§ 9 Exclusion of cancellation and refunds

(1) Voluntary cancellation of the mandate or voluntary refund of remuneration already paid is excluded. Services already rendered shall be paid for in any event.

(2) For agreed fixed fees, the Provider retains the full remuneration to the extent the service has already been completed. For partial performance, the Provider is entitled to the pro rata remuneration of the activity rendered plus reimbursement of expenses; advance payments already made shall not be refunded to the extent they have been absorbed by services rendered.

(3) Where agreed appointments are cancelled at short notice — within 48 hours before the agreed appointment — the Client shall owe a cancellation fee of 100 % of the fee agreed for the appointment or the corresponding time-based fee.

(4) The right to extraordinary termination for cause (§ 11 of these GTC) remains unaffected.

§ 10 Defects and remedies

(1) Defects in the services rendered shall be notified to the Provider without undue delay, and no later than within fourteen days of becoming aware of them, in text form specifying the concrete defect. For business customers, § 377 of the German Commercial Code (HGB) applies accordingly.

(2) In case of a justified and timely notice of defect, the Provider shall remedy the service to the extent required at no additional cost. If remediation fails, the Client may, after unsuccessful expiry of a reasonable cure period, proportionally reduce the remuneration owed; any further right of rescission and claims for damages exist only within the framework of statutory provisions and subject to the liability regulation in § 12.

(3) No liability for defects shall apply where complaints result from incorrect, incomplete or delayed Client information, from a breach of cooperation obligations, or from changed framework conditions after the fact.

(4) Mandatory statutory remedies of consumers remain unaffected.

§ 11 Term, termination and rights of use

(1) Term and ordinary termination. Mandates are agreed for a fixed period, on a project basis, or as ongoing service relationships. Ongoing service relationships may be terminated by either side with one month's notice to month-end, unless otherwise agreed. Project-based mandates end upon complete performance of the agreed service.

(2) Extraordinary termination. The right to extraordinary termination for cause (§ 626 BGB applied by analogy) remains available to both parties. In case of an extraordinary termination for which the Client is responsible, the Provider retains the claim to the agreed remuneration less expenses saved (§ 615 BGB applied by analogy).

(3) Work product and rights of use. Upon full payment of the agreed remuneration, the Client shall receive a non-exclusive, non-transferable and non-sublicensable right to use the work product created in the context of the mandate, limited to the Client's internal purposes defined in the mandate. All further rights — in particular reproduction, distribution, making available to the public, modification, and commercial exploitation vis-à-vis third parties — remain with the Provider and require a separate written agreement.

(4) Pre-existing know-how, methods, tools, templates, models and other resources of the Provider remain its exclusive property; the Provider is entitled to use them in other mandates as well. The Provider is further entitled to freely use general insights, methodological and industry experience obtained in the course of the mandate, where this is possible without disclosing confidential Client data.

(5) Prior to full payment of the agreed remuneration, the Client has no right of use to the work product. Premature use is prohibited.

§ 12 Liability

(1) The Provider is liable without limitation for intent and gross negligence and under the provisions of the German Product Liability Act.

(2) For slight negligence, the Provider is liable only for breach of material contractual obligations (cardinal duties) whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely. In these cases, liability is limited in amount to damage typically foreseeable for the contract, but at most to the net fee agreed in the mandate, alternatively to the fee paid to the Provider for the mandate concerned over the past twelve months.

(3) Liability for damages arising from injury to life, body or health remains unaffected.

(4) Any further liability — in particular for lost profits, missed savings, consequential damages, indirect damages, reputational damages or third-party claims — is excluded to the extent permitted by law.

(5) Recommendations, assessments, forecasts, valuations and strategy proposals of the Provider are based on the information available at the time of performance and on generally accepted professional methods. No guarantee is given for the occurrence of specific results, successes, returns, market developments or procedural outcomes.

§ 13 Specifics in business with business customers

(1) Vis-à-vis business customers, withdrawal and cancellation are completely excluded. Services already rendered shall be paid for in any event.

(2) Set-off and retention rights are available to the business customer only to the extent that their counterclaims are undisputed or have been finally adjudicated.

(3) The business customer shall internally indemnify the Provider against all third-party claims arising from incorrect, incomplete or delayed information by the Client, from a breach of cooperation obligations, or from use of the work product in breach of contract.

§ 14 Data protection

Personal data of the Client — including data collected to fulfil identification and due-diligence obligations under anti-money-laundering law — are collected and processed exclusively within the framework of statutory provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Where the Provider processes personal data on behalf of the Client in the course of mandate execution, the parties shall conclude a separate data-processing agreement under Art. 28 GDPR. Further details are set out in the Provider's privacy notice at https://quantum-dynamics.net/en/privacy.

§ 15 Dispute resolution

(1) The European Commission provides a platform for online dispute resolution (ODR) available at https://ec.europa.eu/consumers/odr.

(2) The Provider is neither willing nor obliged to participate in dispute-resolution proceedings before a consumer arbitration body.

§ 16 Final provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. For consumers, this choice of law applies only insofar as the protection granted by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn.

(2) The exclusive place of jurisdiction for all disputes arising from this contractual relationship with business customers is Munich. The Provider is also entitled to bring proceedings at the Client's general place of jurisdiction.

(3) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the statutory rule.

(4) Amendments and supplements to these GTC and to individual mandate agreements require text form. This also applies to the waiver of the text-form requirement itself.

Tactical Management Deutschland GmbH · Advisory and Professional Services · Version 1.0 · 25 May 2026