Terms and Conditions

Advisory and professional services

Provider: Quarero Robotics Deutschland GmbH, Stuttgart. Commercial register: Stuttgart Local Court (Amtsgericht Stuttgart) HRB 802864. Managing Director: Marcus Köhnlein.

Last updated: 2026-05-25 · Version 1.0

Preamble

The provider renders qualified advisory and professional services in the fields of Boswau + Knauer: construction supervision, construction management, construction insurance, and technical compliance. Services are performed 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 the individual case. They reflect the service-specific character of the relationship — what is owed is the professional performance of the activity, not a particular outcome.

§ 1 Scope and contracting parties

(1) These General Terms and Conditions (hereinafter the “Terms”) apply to all contracts for advisory, coaching, training, conception, analysis and other professional services between Quarero Robotics Deutschland GmbH (hereinafter the “Provider”) and the client (hereinafter the “Client”).

(2) The Terms apply both to consumers within the meaning of § 13 of the German Civil Code (BGB) and to entrepreneurs within the meaning of § 14 BGB. Where provisions apply only to one of the two groups, this is indicated. The primary target group is business clients.

(3) Conflicting, deviating or supplementary terms and conditions of the Client do not become part of the contract unless the Provider expressly agrees to their validity in writing. This applies even if the Provider performs services without reservation while aware of conflicting terms.

(4) In the event of a conflict between these Terms and an individual engagement letter or order confirmation, the individual agreements prevail.

§ 2 Subject matter — service without obligation of success

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

(2) The contract is a service contract within the meaning of §§ 611 et seq. BGB. The Provider owes the professional performance of the agreed activity according to the recognised state of the relevant discipline; no specific economic, legal or other outcome is owed.

(3) The Provider is free to determine the personnel used to provide the services, provided their professional qualifications match the agreed activity. The Client has no claim to performance by any specific individual unless a personal allocation has been expressly agreed.

(4) 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 Advisers Act (StBerG), or investment advice within the meaning of the German Securities Trading Act (WpHG), unless expressly agreed otherwise and qualified personnel are deployed accordingly.

§ 3 Conclusion of contract

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

(2) The contract is concluded by mutual declarations of intent — as a rule by acceptance of an engagement letter, by express order confirmation, or by commencement of the services at the Client’s request.

(3) The Provider reserves the right to decline mandates without stating reasons, in particular in the event of conflicts of interest, justified doubts as to the identity or solvency of the Client, suspicion of money laundering or sanctions violations, and mandates that are incompatible with the Provider’s professional or ethical principles.

(4) The Provider is entitled to carry out identification and due-diligence procedures under the German Anti-Money Laundering Act (GwG) and a conflict check before commencing services.

§ 4 Client cooperation duties

(1) The Client shall provide the Provider with all information, documents and access required for the performance of the services in a timely, complete and accurate manner.

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

(3) Delays, additional effort or defective results based on a breach of cooperation duties shall not be at the Provider’s expense. The Provider is entitled to invoice the additional effort arising from this at the agreed hourly rates — or, alternatively, at customary market rates.

(4) The Client warrants that the information, data and documents provided are free of third-party rights or that the Client holds the rights necessary for use within the scope of the mandate.

§ 5 Fees and payment

(1) The fee agreed in the engagement letter or order confirmation applies. It may be agreed as a fixed fee, as a time fee at hourly rates, as a retainer, or in a combination of these models. All fees are stated in euro plus statutory VAT and any disbursements.

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

(3) The Provider is entitled to demand an advance payment in a reasonable amount — typically 30 % of the expected total fee. For longer-term mandates, billing is monthly or against agreed milestones.

(4) Invoices are due for payment without deduction within 14 days of receipt. If a business client is in default of payment, default interest of nine percentage points above the base rate (§ 288 (2) BGB) is owed, together with the flat-rate fee under § 288 (5) BGB. The statutory rules apply vis-à-vis consumers.

(5) In the event of payment default, the Provider is entitled to suspend further performance until outstanding receivables have been settled in full. Resulting delays shall not be at the Provider’s expense.

§ 6 Performance, place and subcontractors

(1) Services are rendered, at the Provider’s choice, at the Provider’s premises, at the Client’s premises, at a place agreed with the Client, or remotely. The Provider is entitled to use suitable electronic communication and collaboration tools.

(2) Unless expressly agreed as binding, dates and deadlines are non-binding guidance. Binding dates require the timely fulfilment of all Client cooperation duties.

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

§ 7 Confidentiality

(1) The contracting parties undertake to treat all confidential information of the other party received in connection with the mandate confidentially, to use it exclusively for mandate purposes, and not to pass it on to third parties without the prior written consent of the other party. This obligation continues after termination of the contractual relationship.

(2) Excepted is information that demonstrably (a) is or becomes publicly known without any fault of a contracting party, (b) was already lawfully known to the receiving party before commencement of the mandate, (c) was obtained from third parties without an obligation of confidentiality, or (d) must be disclosed by law, regulatory order 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. A reference by name is only made with the Client’s prior consent.

(4) The Provider shall impose equivalent confidentiality obligations on subcontractors and experts deployed.

§ 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 full performance of the service pursuant to § 356 (4) BGB, provided that the Provider has begun performance after (a) the consumer has expressly consented to it and (b) simultaneously confirmed their awareness that they will lose their right of withdrawal upon full performance by the Provider.

(2) By placing the order, the Client expressly requests the immediate commencement of performance and confirms having been informed in text form prior to conclusion of the contract of the foregoing consequence — the loss of the right of withdrawal upon full performance. These declarations are obtained separately in the ordering 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 Provider the amount corresponding to the share of services rendered up to the withdrawal compared with the total scope of the services contractually agreed (§ 357a (2) BGB).

(4) Vis-à-vis entrepreneurs within the meaning of § 14 BGB, no right of withdrawal exists in any event.

§ 9 Exclusion of cancellation and refunds

(1) Voluntary cancellation of the mandate or voluntary refund of fees already paid is excluded. Services already rendered are in all cases to be paid for.

(2) Where fixed fees have been agreed, the Provider retains the full fee insofar as performance has already been fully rendered. Where performance is partial, the Provider is entitled to the pro-rata fee for the activity performed plus reimbursement of expenses; advance payments already made are not refunded to the extent they have been consumed by services rendered.

(3) In the event of short-notice cancellation of agreed appointments — within 48 hours of the agreed time — the Client owes a cancellation fee of 100 % of the fee agreed for the appointment or the corresponding time fee.

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

§ 10 Performance disruptions

(1) Defects in services rendered must be notified to the Provider without undue delay, at the latest within fourteen days of becoming aware of them, in text form, specifying the actual defect. § 377 of the German Commercial Code (HGB) applies accordingly to business clients.

(2) In the event of a justified and timely notice of defects, the Provider shall remedy the performance free of charge to the necessary extent. If remediation fails, the Client may, after unsuccessful expiry of a reasonable grace period, reduce the fee owed pro rata; any further right of rescission and claims for damages exist only within the scope of statutory provisions and subject to the liability rules in § 12.

(3) There is no liability for defects to the extent that complaints are based on incorrect, incomplete or delayed information from the Client, on a breach of cooperation duties, or on subsequently changed conditions.

(4) Consumer-typical rights regarding defects remain unaffected insofar as they are mandatory by law.

§ 11 Term, termination and rights of use

(1) Term and ordinary termination. Mandates are agreed for a fixed term, on a project basis, or as an ongoing service relationship. Ongoing service relationships may be terminated by either party on one month’s notice to the end of a calendar month, unless otherwise agreed. Project-based mandates end upon full performance of the agreed services.

(2) Extraordinary termination. The right to extraordinary termination for cause (§ 626 BGB applied analogously) remains available to both contracting parties. In the event of extraordinary termination for which the Client is responsible, the Provider retains the right to the agreed fee less expenses saved (§ 615 BGB applied analogously).

(3) Work results and rights of use. Upon full payment of the agreed fee, the Client receives a simple, non-transferable and non-sublicensable right to use the work results created within the mandate, limited to the internal purposes of the Client as defined in the mandate. All further-reaching 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 aids of the Provider remain its exclusive property; the Provider is entitled to use them in other mandates. The Provider is further entitled to freely use general insights and methodological or industry experience gained within the mandate, insofar as this is possible without disclosing confidential Client data.

(5) Prior to full payment of the agreed fee, the Client has no right to use the work results. Early use is prohibited.

§ 12 Liability

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

(2) For slight negligence, the Provider is liable only in the event of a breach of material contractual duties (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 such cases, liability is limited in amount to damages foreseeable as typical for the contract, but in any event to the net fee agreed in the mandate or, in the alternative, to the fee paid to the Provider for the relevant mandate during the past twelve months.

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

(4) Any further-reaching liability — in particular for lost profit, missed savings, consequential damages, indirect damages, reputational damage 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 information available at the time of performance and on generally recognised professional methods. No guarantee is given for the occurrence of specific outcomes, successes, returns, market developments or procedural results.

§ 13 Particularities in business with entrepreneurs

(1) Vis-à-vis entrepreneurs, withdrawal and cancellation are entirely excluded. Services already rendered are in all cases to be paid for.

(2) The business client is entitled to set-off and rights of retention only to the extent that the counterclaims are undisputed or have been finally adjudicated.

(3) The business client shall indemnify the Provider internally against any third-party claims arising from incorrect, incomplete or delayed information from the Client, from a breach of cooperation duties, or from a use of work results contrary to the contract.

§ 14 Data protection

Personal data of the Client — including data collected to fulfil anti-money-laundering identification and due-diligence obligations — is 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 performing the mandate, the parties shall enter into a separate data processing agreement pursuant to Art. 28 GDPR. Details are set out in the Provider’s privacy notice at https://boswau-knauer.de/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 board.

§ 16 Final provisions

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

(2) The exclusive place of jurisdiction for all disputes arising from this contractual relationship with business clients is Stuttgart. The Provider is also entitled to sue at the Client’s general place of jurisdiction.

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

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

Quarero Robotics Deutschland GmbH · Advisory and professional services · Last updated: 2026-05-25