These terms and conditions apply to all business relationships of TheGame Group GmbH, Königinstr. 9, 80539 Munich (hereinafter referred to as “THEGAME”), to third parties who act on behalf of THEGAME. “Order” refers to the contractual relationship regardless of the type of agreement, i.e. regardless of whether it is a contract of purchase, work, service or any other type. “Contractor” refers to the contractual partner who owes the main service.

Last revised: July 2024

1. These Terms and Conditions apply exclusively to relationships with THEGAME’s Contractors, who are entrepreneurs within the meaning of Section 310 Paragraph 1 of the German Civil Code [BGB] in conjunction with Section 14 BGB, even if they are no longer referred to in individual transactions and unless expressly agreed otherwise in writing.

2. The Terms and Conditions apply exclusively, even if the Contractor refers to different, conflicting or supplementary terms and conditions in a letter of confirmation. Regulations that amend or cancel these Terms and Conditions are only valid after written confirmation by THEGAME.

Counter-confirmations by the Contractor with reference to its terms and conditions are hereby contradicted; this also applies to the formal reference to its own terms and conditions. The unconditional acceptance of services by THEGAME does not constitute consent to its terms and conditions, even if THEGAME is aware of the provisions.

3. These Terms and Conditions apply regardless of whether THEGAME concludes the Order in its own name for its own account, in its own name for a third party’s account or in a third party’s name for a third party’s account. The Order must also be processed via THEGAME if the latter has placed the contract in a third party’s name. The contractor must comply with the relevant guidelines and instructions of THEGAME or the third party on whose behalf a contract is concluded and which were referenced in the invitation to tender or the order itself. The contractor must inform itself about these guidelines and instructions before submitting its offer and thereafter on an ongoing basis via the channels provided by THEGAME or the third party on whose behalf an order is placed by THEGAME (in particular the B2B portal).

In this case, THEGAME is neither liable for the fulfillment of the agreement nor for its customer’s creditworthiness, which it does not check.

4. THEGAME reserves the right to amend these Terms and Conditions with regard to future Orders. The currently applicable Terms and Conditions can be viewed at any time on the THEGAME website at (https://thegame.global/terms/). Inclusion and interpretation of these Terms and Conditions and the conclusion and execution of legal transactions/contracts with the Contractors are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and the provisions of Conflict of Laws. If the goods or services are provided in whole or in part outside the Federal Republic of Germany, the statutory provisions applicable at the place of performance and/or at the place where the Contractor’s goods or services are used must also be complied with, in particular technical safety requirements and consumer and employee protection regulations.

5. The contractor shall inform THEGAME immediately and in full of any change of name, change of legal form and any changes in its shareholding, shareholder or ownership structure that are material to the business relationship between THEGAME and the contractor.

6. These Terms and Conditions supersede all previous terms and conditions.

1. An agreement is only concluded with the commissioning of the Contractor in writing or with the written approval of a written offer from the Contractor by THEGAME. In addition, Sections 154, 155 BGB apply.

2. Documentary evidence of the existence of the Order and Order confirmation must be provided by the Contractor in case of doubt. The calculation basis on which the contractor’s final offer is based only serves to check the plausibility of its fixed price offer and does not become part of the contract.

3. All subsidiary agreements and amendments shall only be valid if confirmed in writing by THEGAME. The written form requirement is also observed by fax and/or e-mail, unless agreed otherwise by the parties in an individual agreement.

1. It is the Contractor’s sole responsibility to select, instruct, guide and supervise the personnel working for it and to issue appropriate instructions in individual cases.

2. Within the framework of the respective Order, the Contractor is obliged towards THEGAME to comply with all relevant legal provisions at the time of service provision, particularly all provisions of the German Law regulating a General Minimum Wage (MiLoG). It must provide documentary evidence of compliance to THEGAME on request. If the Contractor subcontracts a third party, which must be authorized in each individual case by THEGAME beforehand, the Contractor undertakes also to oblige the subcontractor in accordance with sentence 1 and sentence 2. THEGAME may not refuse to approve a subcontractor for improper reasons. In the event of a culpable breach of the obligations standardized in this paragraph, the Contractor is obliged to compensate THEGAME for damages and indemnify THEGAME against all claims asserted against THEGAME in this regard. In the event of a grossly negligent or willful breach of duty, THEGAME is also entitled to terminate the contractual relationship without notice, without requiring a warning notice.

3. Furthermore, the Contractor undertakes to pay a contractual penalty for each case of a culpable breach of the obligations in accordance with section 2, the amount of which is at THEGAME’s reasonable discretion and the appropriateness of which may be reviewed for its adequacy by the competent court in the event of a dispute.

4. To the extent required according to the type and scope of the work to be carried out, the Contractor is at his own expense responsible for the accommodation of its staff and for transporting the required material.

5. The Contractor shall ensure that its employees and other third parties employed by it observe the conditions of visit and the respective house rules of THEGAME and/or the customers for whom the Contractor’s goods or services are provided. In this respect, the instructions of the respective site security must be observed. Serious violations of the conditions of visit or the house rules (e.g. prohibition of photography) as well as a violation of the prohibition of alcohol and intoxicants shall entitle THEGAME and/or its end customers to impose a house ban on individual persons engaged by the contractor. Other rights of the owner of the respective property or premises remain unaffected.

The contractor’s employees and other third parties engaged by the contractor are prohibited from entering a property of THEGAME and/or its end customers while under the influence of alcohol, from bringing or distributing alcoholic beverages onto such a property or from consuming alcohol on such a property. This does not apply to the bringing and distribution of alcoholic beverages expressly authorized by THEGAME and/or its end customers. This applies accordingly to all other types of intoxicants. The Contractor shall ensure compliance with this prohibition of alcohol and intoxicants.

If employees of the contractor have access authorization for a property of THEGAME and/or its end customer and access is no longer required for the provision of services (in particular due to the end of the work assignment of the contractor or its employees), the contractor must report this immediately to the ID office of the respective location and return the partner ID card of the employee concerned to the ID office or plant security. The same shall apply to employees of a subcontractor engaged by the Contractor. Insofar as the Contractor uses areas assigned to it on a property or on rented areas of THEGAME and/or the end customers for the provision of services, the Contractor undertakes to comply with the specifications on “Occupational Safety” (GS 99001), “Environmental Protection” (GS 99003) and “Safety Instructions for External Companies” (GS 99004) of THEGAME and/or its end customers.

1. The Contractor undertakes to inform THEGAME completely and without undue delay about all essential issues relating to the Order. This includes – if available – in particular the sending of daily or weekly plans that relate to the execution of the Order. THEGAME must be notified without undue delay of any circumstances that hinder or call into question the timely execution of the Order by the Contractor. Notwithstanding this, THEGAME reserves the right to monitor the work in order to ensure that it is carried out in accordance with the agreement. For this purpose, THEGAME or a person authorized by THEGAME may also enter and inspect the contractor’s work premises during normal business hours.

2. The agreed price must not be exceeded. The Contractor is obliged to inform THEGAME without undue delay of all factors that arise in the course of the project that could lead to a change in the project budget, the calculation on which the budget is based or the financing plan related to the budget.

3. Budget changes or cost increases not indicated to THEGAME and not approved in writing by THEGAME shall be borne by the Contractor. In this respect, there is no entitlement to an increased remuneration.

4. The Contractor only has a right of retention for counterclaims that have been established by final judgment, are ready for a decision or are undisputed, as well as counterclaims that originate from the same contractual relationship.

If the Contractor withdraws from a given Order without authorization, THEGAME may, without prejudice to the possibility of asserting higher actual damage, be entitled to a flat rate of 10% of the Order amount, for the costs incurred in processing the cancellation and the delay associated with finding another contractor. The Contractor reserves the right to provide documentary evidence of lower damage.

Unless otherwise agreed between the parties, the following payment terms apply:

1. The remuneration is only due after acceptance of the service by THEGAME. The Contractor shall issue a corresponding final invoice, in which the advance payments already made are identified, without undue delay after the service has been performed.

2. Invoices are payable within 14 days of receipt of the invoice at THEGAME with a 3% discount or within 60 days of receipt of the invoice strictly net if the Contractor meets the following due date requirements:

• The invoices shall be addressed to “TheGame Group GmbH, Königinstr. 9, 80539 Munich”;
• the invoices shall comply with the applicable sales tax regulations, in particular Section 14 of the German Turnover Tax Act [UStG],
• the contractor must comply with the legal requirements for e-invoicing from 01.01.2025, but at the latest from the date on which THEGAME or the third party on whose behalf THEGAME has awarded a contract insists on compliance with the legal requirements for e-invoicing, and
• each invoice shall contain the PO number (“Purchase Order Number”) previously communicated to the Contractor by THEGAME and the associated project number.

3. THEGAME is entitled to set-off and retention rights as well as the defense of the non-performance of the contract to the extent permitted by law. In particular, THEGAME is entitled to withhold payments due as long as THEGAME is still entitled to claims against the Contractor for incomplete or defective services. Payment for goods or services does not mean that they have been duly recognized or accepted.

4. Travel and ancillary costs as well as other fees and expenses will only be reimbursed if these are part of the offer or have been approved in writing by THEGAME otherwise previously.

1. The Contractor is obliged to adhere to the contractually agreed deadlines and due dates. Orders relating to the design, production or purchase of advertising material, goods and IT services as well as the implementation of event concepts are fixed-date transactions (Sections 281, 323 BGB). If the agreed deadlines and due dates are exceeded, THEGAME is entitled to withdraw from the agreement and take legal action against the Contractor for the damage incurred. Unless otherwise agreed, an exceeded deadline that entitles THEGAME to withdraw shall be assumed if the agreed deadline is exceeded by three calendar days.

2. If the Contractor is not responsible for exceeding the deadline (e.g. force majeure), THEGAME may set the Contractor a reasonable grace period before the expiry of three calendar days. If the service is not completely fulfilled by the end of this grace period, THEGAME shall be entitled to withdraw from the Order immediately.

3. If the service or part of it may only be provided immediately or at the point in time defined in the Order, i.e. if a grace period cannot be set, the claim for remuneration for the corresponding part of the service shall not apply if the period is exceeded.

In this case, THEGAME reserves the right to assert a further claim for damages.

1. The Contractor assumes the storage of the templates, (raw) data etc. created by it at its own expense and risk for a period of two years after the end of the Order. The date of the final invoice within the meaning of Section 6 No. 1 is deemed to be the date of termination.

2. Documents, samples, drafts, graphics, etc. that the Contractor receives remain the property of THEGAME and must be returned to THEGAME no later than one week after the execution of the Order. The Contractor shall have no right of retention to these documents.

3. If documents etc. from the property of THEGAME are not returned to THEGAME on time in accordance with Section 2, THEGAME is entitled to withhold an appropriate part, not exceeding 50% of the asserted invoice amount, until the documents etc. have been received at THEGAME.

1. The Contractor shall transfer to THEGAME the exclusive right to use all services, ideas, drafts, designs etc. provided by it. This transfer shall be unlimited in terms of content, time and location. The transfer of rights includes in particular, but not exclusively, the right of reproduction, the right of distribution, the right to exhibit, the right to lecture, perform and present, the right of communication to the public, the right to make available to the public, the right to broadcast (including satellite broadcasts and cable retransmissions) and the right of reproduction by means of images and sound carriers. The Contractor warrants that it is authorized to transfer or grant the corresponding rights of use to THEGAME.

2. The full or partial transfer of the granted rights of use to third parties shall not require the Contractor’s consent. If the Contractor’s consent is required, this shall be deemed to have been granted upon conclusion of a contract.

3. THEGAME is permitted to alter the work and works created by the Contractor as part of the Order and transfer them to third parties as well as all other services provided. The granting of rights in accordance with Section 9 also expressly includes the rights to exploit the contractual performance results in types of use that are still unknown today.

4. If the Contractor deploys employees and/or subcontractors for the execution of the contract, it is obliged to acquire their rights of use in writing to the extent described in Section 9 and at least to remunerate them appropriately (including any claims under Sections 32, 32a of the German Copyright Act [UrhG]) and to transfer them to THEGAME. At THEGAME’s request, the Contractor shall provide documentary evidence of the corresponding rights granted by the employees or subcontractors to THEGAME by submitting the original documents. The Contractor undertakes to ensure that third parties that it employs in the execution and implementation of the Order waive any designation rights (e.g. Section 13 sentence 2 UrhG).

5. The Contractor may not use the services granted by THEGAME as part of the Order, in particular all ideas, drafts and designs, in the same or modified form for other customers.

The Contractor undertakes to pay a contractual penalty for each case of culpable breach of these obligations, whose amount is at THEGAME’s reasonable discretion and whose amount can be reviewed for appropriateness by the competent court in the event of a dispute. Further claims by THEGAME, in particular for damages, remain unaffected.

6. The Contractor guarantees that all services THEGAME receives under this Order are not encumbered with copyrights, ancillary copyrights or other rights of third parties. The contractor shall indemnify THEGAME and its customer against all claims by third parties, including authors involved, which are asserted against THEGAME or its customer due to the contractual use of the goods or services provided by the contractor. This shall not apply if the Contractor neither knew nor could have recognized the existence of third-party rights. Where possible, the Contractor shall conduct any necessary legal disputes itself in its own name and at its own expense. This shall not affect the right of THEGAME and its customers to claim damages and withdraw from the contract in accordance with the statutory provisions. Furthermore, the Contractor guarantees that THEGAME receives the same comprehensive legal position as stated in section 1, even as far as third-party services are concerned. Should this not be possible in particular cases, THEGAME shall be informed of this in writing and in good time beforehand and the Contractor must proceed according to the instructions of THEGAME.

7. The appropriate remuneration for the above transfer of rights resp. warranty shall be settled by the Contractor’s agreed fee.

8. THEGAME shall acquire the right to use the services within the agreed framework upon full payment of the remuneration. If THEGAME is entitled to a right of retention to parts of the Contractor’s remuneration in accordance with Section 6 No. 3 and/or Section 8 No. 2, THEGAME shall acquire the right mentioned in sentence 2 when the service is provided or the service is accepted. The same applies if the final invoice within the meaning of Section 6 No. 2 has not been received by THEGAME within three weeks of the provision of the service or the execution of the Order.

9. All designs, products, ideas and/or parts thereof presented by THEGAME, as well as its execution, are the intellectual property of THEGAME or its customers, for which THEGAME or its customers claim the property rights they are entitled to. The disclosure is therefore strictly confidential within the framework of the relationship of trust created by the initiation of the agreement and/or the project cooperation with the Contractor. Any direct and/or indirect use, exploitation and/or imitation thereof, in whole or in part, as well as its implementation or execution (also in excerpts) are in any case only permissible after THEGAME has given its written consent. The same applies to any possible changes, modifications or adaptations made.

10. In the case of IT services, the Contractor is obliged to surrender to THEGAME, at any time, all software codes, (open) files, materials, documentation or other documents prepared in connection with the service, after completion and handover of a service, at the THEGAME’s request. This applies in particular to all source and object codes created in connection with a development service. The Contractor is not entitled to refuse the surrender on the basis of alleged or actual claims against THEGAME from other commissions. The implementation of third-party computer programs (e.g. open source software) by the Contractor in source and object code created by it shall require prior consultation with and written approval by THEGAME. In the case of such an implementation, the Contractor must document any third-party programs including version, license etc. and hand them over to THEGAME together with the other documents.

1. In the absence of deviating written agreements, the Contractor shall procure models and props at its own risk and expense.

2. If no photographs / films can be taken / shot because a model booked by the Contractor in good time does not appear on the shooting date, additional costs for the model fee, props and ancillary costs shall be borne by the Contractor.

3. The agreed fee shall cover all of the Contractor’s services, including – in the absence of a deviating written agreement – also model, props, material, laboratory, travel and similar costs. If THEGAME must reimburse the Contractor’s third-party costs as agreed, these must be approved by THEGAME in terms of the amount on the basis of a complete preliminary calculation by the Contractor before they arise.

4. The Contractor waives the signature of the recordings and its possible right to be named, but may be named by THEGAME.

5. THEGAME shall acquire ownership of photographic recording material (negatives, slides, films, intermediate negatives, prints, digital raw data, files in open formats, e.g. PSD, etc.) upon payment of the fee. Section 9 no. 8 sentences 2 and 3 apply accordingly. Unless previously done, the recording material must be handed over to THEGAME with the invoice or, at THEGAME’s request, be kept free of charge for the latter after the invoice is issued.

6. The Contractor is obliged to arrange for third parties involved in the production and others who are entitled to rights to the result of the production to sign a declaration of the transfer of the rights of use in accordance with Section 9.4 and to present this to THEGAME without being requested to do so.

7. The transfer of film material shall take place in the format specified by THEGAME.

1. THEGAME reserves the right to make Order-specific regulations regarding the neutral appearance of the Contractor towards THEGAME’s customers.

2. The Contractor is prohibited from communicating directly with these customers or their staff in the context of a possible processing of the Order with THEGAME’s customers. In these cases, all communication about the Order’s execution shall take place exclusively between THEGAME and the Contractor and/or between THEGAME and the customer. Any professional cooperation between the customer resp. its staff and the Contractor resp. its staff in relation to the work to be carried out is also prohibited. This does not affect agreements on the coordination of the work with the express consent of THEGAME.

3. Before concluding the agreement, the Contractor must inform THEGAME of all work that shall be transferred in whole or in part to another company and obtain written consent. THEGAME may not refuse to approve a subcontractor for improper reasons. The same applies to outsourcing measures by the Contractor – equivalent to subcontracting – that affect this agreement. Such consent does not in any way release the Contractor from its obligations under the respective Order or these Terms and Conditions. The Contractor is responsible in all respects for the fulfillment of the services by third parties deployed by it. This applies in particular to possible warranty claims and claims for damages by THEGAME.

4. The Contractor may use the specific work result of the contractual service for its own advertising purposes in whole or in part with the prior written consent of THEGAME only.

5. The Contractor also undertakes to arrange to have THEGAME approve the creation of image and film documents of events or projects that are the subject of this agreement in writing beforehand. In principle, the creation of image and film documents from events or projects within the meaning of sentence 1 is only permitted for operational archiving. The publication of the picture, film and plan documents created for this purpose is generally prohibited. Exceptions to this rule must be approved in writing by THEGAME prior to publication.

6. Deviations from the regulations in Nos. 2 to 5 shall require the express, prior and written consent of THEGAME.

7. The Contractor undertakes to pay a contractual penalty for each case of a culpable breach of these obligations, the amount of which is at THGAME’s reasonable discretion and the appropriateness of which may be reviewed for its adequacy by the competent court in the event of a dispute. Further claims by THEGAME, in particular for damages, remain unaffected.

The shipping shall take place at the Contractor’s risk.

Ownership shall be transferred directly to THEGAME upon the payment of the fee, but at the latest upon the handover of the goods or services. It is equivalent to the handover if the goods or work remain at the Contractor’s premises on behalf of the THEGAME. Section 9 no. 8 sentences 2 and 3 apply accordingly.

1. Acceptance by THEGAME is only effective if it is made in writing. Any contractual provisions to the contrary, in particular in a contract for work and services, take precedence over this presumption.

2. THEGAME shall notify the contractor of any defects in the goods or services provided as soon as they are discovered in the ordinary course of business. In this respect, the Contractor waives the objection of late notification of defects. (Partial) payments do not mean a waiver of the right to complain.

3. If the review of the performance result is successful, THEGAME shall declare the acceptance to the Contractor in writing.

1. If the service proves to be defective, THEGAME may choose to request a replacement delivery free of charge, rectification, conversion or reduction. The right to assert claims for damages remains unaffected. If the rectification fails, THEGAME can immediately demand replacement delivery, conversion or reduction. In urgent cases, THEGAME is entitled to have defects remedied at the Contractor’s expense without prior notification. The warranty obligation shall end two years after receipt of the goods and/or the service.

2. If goods or parts are delivered again as part of the rectification of defects, the warranty shall begin again for them. The statute of limitations shall be suspended by notification of defects up to the point in time at which the Contractor finally rejects THEGAME’s claims in writing.

The contractor is obligated to adequately insure, at their own expense, the liability risks associated with the provision of services, both in terms of coverage and amount, and to provide the THEGAME with proof upon request. A minimum insurance coverage of EUR 5.0 million applies to this insurance obligation. The conclusion of insurance does not limit the liability of the contractor.

If it is evident that the provision of services may give rise to immediate liability risks in the USA or Canada, leading to claims for damages there, the minimum insurance coverage shall be EUR 10.0 million. The review or failure to request documentary evidence of insurance by THEGAME does not constitute a waiver of the Contractor’s obligations indicated in this clause.

1. Each party must treat as strictly confidential all information disclosed to it directly or indirectly by the other party or a company associated with the other party in the context of the assignment and (i) is marked as confidential or (ii) is usually regarded as confidential in business life, in particular according to the nature of the information or the circumstances of the transmission of the information (“Confidential Information”), and may only use it in connection with the assignment, irrespective of whether this Confidential Information was disclosed to the party or a company associated with it. In particular, the parties shall neither disclose Confidential Information to third parties nor make it accessible to third parties in any other form and shall take all reasonable precautions to prevent third parties from gaining access to the Confidential Information. The Contractor and THEGAME shall be mutually responsible for ensuring that their related companies which receive Confidential Information within the scope of this order also treat it confidentially and only use it in connection with the order. The employees and consultants of the parties shall not be deemed third parties within the meaning of this provision, provided that they are subject to confidentiality obligations (e.g. in an employment contract) in accordance with this clause.

Confidential Information includes in particular

1. Prototypes, test parts or samples,
2. business secrets, know-how or results of the respective other party which are exchanged within the scope of the assignment,
3. the description and existence of the assignment, contractual agreements and drafts, tender documents, technical specifications, process descriptions, volume and cost data,
4. the envisaged schedules, objectives, ideas and inventions of the other party in connection with the assignment or (test) results obtained in connection with the assignment,
5. other information that is not publicly available, in particular information about internal company circumstances and processes that one party obtains about the other party in the context of the assignment (e.g. also in the context of a visit or meeting) or the business correspondence conducted and personal data.

Information is not Confidential Information if and to the extent that it

1. is or becomes publicly known without breach of the confidentiality obligations under this clause, or
2. was lawfully obtained from a third party, or
3. was already known to the receiving party at the time of disclosure and was not otherwise obtained by the receiving party, directly or indirectly, from the disclosing party under an obligation of confidentiality, or
4. was independently developed by the receiving party without use of or reference to the other party’s information.

The party relying on one or more of the above exceptions must provide evidence of the underlying facts.

The confidentiality obligations under this clause shall not apply if and to the extent that Confidential Information must be disclosed due to mandatory judicial, official or statutory regulations or orders, whereby the disclosure must be kept to a minimum and the receiving party must inform the other party in writing prior to the intended disclosure, unless this is unreasonable.

This confidentiality obligation applies beyond the duration of the agreement. The Contractor shall not derive any rights (in particular to prior use) with regard to property right registrations from the knowledge of the confidential information and documents.

2. The Contractor is responsible for agreeing on a corresponding confidentiality obligation with its employees and other vicarious agents as well as the third parties or external companies commissioned by it before the service is provided.

3. The Contractor undertakes to pay a contractual penalty for each case of a culpable breach of these obligations, the amount of which is at THEGAME’s reasonable discretion and the appropriateness of which may be reviewed for its adequacy by the competent court in the event of a dispute. Further claims by THEGAME, in particular for damages, remain unaffected.

1. Taxes include all present or future taxes, duties, royalties, costs and other charges of any kind as well as ancillary benefits such as interest, late payment penalties and fines, and penalty payments which are or will be payable under public law.

2. THEGAME and/or its end customer and the Contractor shall each be responsible for meeting their own tax obligations and liabilities. If either party fails to fulfill its tax obligations or liabilities and this results in a loss, damage or other disadvantage for the other party, the former party shall indemnify the other party.

3. If withholding tax (“Quellensteuer”) is due on the amounts payable by THEGAME and/or its end customer to the Contractor, it shall be withheld by THEGAME and/or its end customer in accordance with the applicable regulations and paid to the competent tax authority for the account of the Contractor or, if the applicable tax regulations so require, for the account of the beneficial payee (“wirtschaftlich Berechtigter”). At the request of the Contractor and in accordance with applicable tax regulations, THEGAME and/or its end customer shall provide the Contractor with a proper tax certificate on the payment of any withholding taxes for the account of the Contractor or, if the applicable tax regulations so require, for the account of the beneficial payee.

If an applicable double tax treaty or other regulations provide for a reduction or exemption from withholding tax deduction, THEGAME and/or its end customer shall only withhold the reduced amount or apply the exemption if the Contractor or, if the applicable tax regulations so provide, the beneficial payee has submitted a valid exemption certificate or other certificate in accordance with local tax regulations at least ten banking days prior to the invoice date. Otherwise, withholding taxes shall be deducted and withheld from the amounts owed and paid to the competent tax authority in accordance with the applicable income tax and corporate income tax laws.

The Contractor or, if required by the applicable tax regulations, for the account of the beneficial payee, shall comply with all certification, information, documentation and other obligations required for the application of reduced tax rates or exemptions under the applicable double taxation treaty or other regulations.

4. The Contractor shall bear all taxes which the Contractor incurs in Germany or abroad in the course of the purchase, consumption or production of goods or for the use of services as well as through business trips of its own employees which are necessary for the provision of services. These taxes are included as costs in the price agreed with THEGAME and/or its end customer, unless the contractor is entitled to a refund, deduction or reimbursement of these taxes in Germany or abroad. The Contractor shall not charge THEGAME and/or its end customer additionally for these taxes if they are not included in the price. This shall not apply to statutory value added tax.

1. The Contractor shall comply with all applicable laws and regulations, in particular with regard to customs and export control (including US and locally applicable export control law) as well as all requirements concerning the security of the supply chain.

2. Upon request of THEGAME and/or its end customer, Contractor shall provide all necessary evidence, e.g. by certificates or declarations (e.g. AEO security declarations, declarations under C-TPAT or similar programs), support THEGAME and/or its end customer in the context of official investigations and exercise similar care towards its business partners.

3. THEGAME and/or its end customer shall be entitled to refuse the contractually agreed goods or services within the scope of the business relationship if the Contractor violates regulations within the meaning of this clause and the execution of the contract would therefore lead to a breach of law by THEGAME and/or its end customer. The same shall apply irrespective of any infringement by the Contractor if THEGAME and/or its end customer would infringe regulations within the meaning of this clause by performing the contract. In such cases, the Contractor waives any claims for damages or other claims in connection with the justified exercise of the right to refuse performance by THEGAME and/or its end customer.

4. Contractor must inform THEGAME and/or its end customer

1. of possible export restrictions with regard to the goods or services to be provided (e.g. classifications according to the Dual-Use Regulation or comparable regulations),
2. if and to the extent that the goods and technologies are subject to an export/re-export license under US law/US regulations and
3. and provide the relevant classification number (e.g. the ECCN Export Control Classification Number for US products, the “AL number” of the goods and technologies listed in the German export list or in the EC Dual-Use Regulation, etc.), and
4. about possible exemptions for the goods and technologies.

The Contractor shall send the aforementioned notices and information to the foreign trade/customs department of THEGAME and/or its end customer. At the request of the Contractor, THEGAME and/or its end customer shall provide the Contractor with the necessary declarations / notifications.

5. The Contractor shall support THEGAME and/or its end customer with all necessary means to reduce or minimize the payment obligations of THEGAME and/or its end customer. Contractor undertakes to check existing customs suspensions or penalties (e.g. “exclusions” under US law) and to notify THEGAME and/or its end customer thereof. If customs suspensions are applicable, these must be applied for. At the request of THEGAME and/or its end customer, the Contractor undertakes, in close coordination with THEGAME and/or its end customer, in particular in the EU, to implement customs procedures with economic significance in accordance with Art. 210 of Regulation (EU) No. 952/2013 (European Customs Code) or to submit declarations (“affidavits”) in accordance with third-country customs law. Should the Contractor participate in a US Foreign Trade Zone, MX IMMEX or comparable program (hereinafter “programs”), the Contractor is bound to THEGAME and/or its end customer to comply with all applicable legal standards and regulations in connection with these Programs and to provide THEGAME and/or its end customer with all information necessary for compliance with its obligations in due time, in correct form and complete and correct in content. Furthermore, the Contractor undertakes to inform THEGAME and/or its end customer in writing of applicable anti-dumping measures (e.g. for aluminum, steel) and punitive tariffs on imports into the relevant importing countries.

6. Insofar as the Contractor provides goods or services that can be imported under preferential conditions in the recipient country, the Contractor must enclose a preferential proof of origin (e.g. movement certificates, EUR 1 or EUR-MED etc.) or non-formal proof of preference (e.g. declaration of origin) with each delivery, provided that the legal requirements for this are met. If proofs of origin other than the preferential proofs of origin are required due to national import regulations in the recipient country, these must also be made available to THEGAME and/or its end customer by the Contractor.

7. For all questions and instructions arising in connection with customs duties, the Contractor must contact the responsible customs department of THEGAME and/or its end customer.

Unless otherwise agreed, customs clearance in the exporting country shall be carried out by the Contractor and in the importing country by THEGAME and/or its end customer. If the Contractor carries out customs clearance in the importing country without the prior written consent of THEGAME and/or its end customer, it shall act in its own name and for its own account. This also applies if he purports to act in the name and for the account of THEGAME and/or his end customer, but has no power of representation.

1. The Contractor shall ensure that all persons entrusted with the provision of services comply with the statutory provisions on data protection, in particular with regard to the processing of personal data.

2. Insofar as the contractor processes personal data on behalf of THEGAME and/or its end customer in accordance with Art. 28 GDPR (“DSGVO”) as part of the provision of services, it undertakes to conclude an agreement on data processing on behalf of THEGAME and/or its end customer and to ensure that any other necessary agreements on the processing of personal data are also concluded by its subcontractors. In individual cases, it may be necessary for these to be concluded directly between THEGAME and/or its end customer and the subcontractors.

3. To the extent that personal data is processed in a third country as part of the provision of services, the Contractor shall comply with the provisions of Chapter V of the EU General Data Protection Regulation (“DSGVO”), for example by implementing appropriate technical and organizational measures. The Contractor shall, to the extent reasonable, provide THEGAME and/or its end customer with the available and relevant information necessary to comply with the applicable legal requirements, in particular the requirements of the GDPR, regarding the transfer of personal data to entities outside the EU/EEA. At the request of THEGAME and/or its end customer, this includes, for example, information provided by the Contractor on international data transfer as well as information on applicable legal provisions and practices in the third country of destination for the protection of personal data within the meaning of the requirements resulting from the ECJ (“EuGH”) ruling in Case C-311/18 (“Schrems II”).

4. To the extent that personal data is transferred from a party in the EU/EEA to a third country as part of the provision of services, the parties shall agree the appropriate module of the Standard Contractual Clauses 2021/914/EU before the transfer begins. This does not apply if the EU Commission has issued an adequacy decision for the third country of destination within the meaning of Art. 45 GDPR, or if the third country transfer is secured by other appropriate safeguards within the meaning of Chapter V of the GDPR.

1. It is of paramount importance for THEGAME and/or its end customer that corporate activities take into account social responsibility towards its own employees and society in general. This applies to THEGAME and/or its end customer as well as to its Contractors. THEGAME and/or its end customer and the Contractor are committed to complying with the principles and rights adopted by the International Labor Organization (ILO) in the “Declaration on Fundamental Principles and Rights at Work” (Geneva, 06/98), the guidelines of the UN Global Compact Initiative (Davos, 01/99) and the UN Guiding Principles on Business and Human Rights (2011).

The following principles are of particular importance:

• Respect for human rights,
• Prohibition of child and forced labor,
• Positive and negative freedom of association,
• No discrimination based on gender, race, ethnic origin, religion or belief, trade union membership or similar, disability, age, sexual identity, nationality, marital status, political affiliation, veteran status or other characteristics protected by local law,
• Compliance with occupational health and safety requirements,
• Protection against individual arbitrary personnel measures,
• Ensuring employability through training and further education,
• Compliance with socially acceptable working conditions,
• Creating conditions that allow employees to enjoy an appropriate standard of living,
• Remuneration that enables employees to secure their livelihood, including social and cultural participation,
• Realization of equal opportunities and family-friendly framework conditions,
• Protection of indigenous rights,
• Prohibition of bribery and extortion,
• Safeguarding animal welfare and protection, in particular compliance with the 3R principle (Replacement, Reduction, Refinement) in animal testing,
• Compliance with applicable laws and regulations.

2. The Contractor shall comply with all relevant laws, standards and official rules and regulations, in particular antitrust and competition law, anti-corruption, money laundering prevention, export control and data protection.

3. In addition, the Contractor has the following obligations:

If the delivery items are chemical substances, mixtures or materials, the contractor is obliged to provide THEGAME and/or its end customer with “Safety Data Sheets”.

4. Contractor warrants that, within the scope of the contractual relationship, it will only transmit to THEGAME and/or its end customer such data as it is authorized to transmit.

5. The Contractor shall take appropriate training, information, control and sanction measures in its organization to implement the obligations set out in this clause, set up a responsible compliance function and name it on request.

6. It is the Contractor’s responsibility to ensure that its subcontractors also act in accordance with the regulations set out in this clause.

7. Upon written request, the Supplier shall provide THEGAME and/or its end customer with information on non-financial performance indicators such as environmental, employee and social issues, respect for human rights and anti-corruption and bribery as well as the underlying strategies and processes in accordance with recognized standards, e.g. in the form of a sustainability report in accordance with GRI or DNK declaration of conformity (“Entsprechenserklärung”). If the Contractor is required by law to report on non-financial performance indicators, the submission of the corresponding report shall suffice.

8. The Contractor warrants that the information provided by it in relation to its non-financial performance indicators in accordance with no. 7 of this clause is accurate, complete and up-to-date at the time referred to in the documents or information and gives a true and fair view of the Contractor’s non-financial situation.

9. THEGAME and/or its end customer shall be entitled to refuse to cooperate in the provision of the goods or services, to refuse to accept the goods or services and to refuse payment if and to the extent that this would violate a relevant legal provision or as long as a relevant legal provision is not complied with.

THEGAME’s liability for simply negligent breaches of duty is excluded, unless injury to life, limb or health or guarantees are concerned, a defect has been fraudulently concealed or claims under the Product Liability Act [Produkthaftungsgesetz] are affected. Further, the limitation does not apply in the event of breaches of contractual obligations that form the essence of the contract and which are indispensable to enable its proper performance so that the Contractor can reasonably rely on their fulfilment (cardinal duties). The compensation for the breach of cardinal duties is limited to the typically occurring, foreseeable damage, unless the above exceptions are affected. The same applies to breaches of duty by THEGAME’s vicarious agents.

1. Should individual provisions of these general Terms and Conditions be or become invalid, this shall not affect the validity of the remaining clauses. The invalid clause must be replaced by a valid clause that comes as close as possible to the economic meaning of the invalid clause.

2. Amendments or additions to these Terms and Conditions are only valid if they are agreed in writing.

3. The exclusive – also international – place of jurisdiction is, as far as legally permissible, the factually and locally competent court for the THEGAME’s headquarters. The law of the Federal Republic of Germany is applicable to the exclusion of the UN sales law and the provisions of international private law.

4. In the event of deviations in translations of these Terms and Conditions, the German version is decisive. The same applies to the interpretation of these Terms and Conditions.