General Terms and Conditions

for the provision of services by LLC BAUER GROUP, 3 Ana Politkovskaia Street, Building 6, 0186 Tbilisi (Georgia), e-mail: info@ge.bauer-group.com (hereinafter referred to as "Contractor") to its customers (hereinafter referred to as "Client")

1. General

1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor subject to these GTC.

1.2 The Contractor does not conclude contracts with consumers or private individuals.

1.3 The Contractor shall be entitled to subcontract the necessary services in its own name and for its own account to subcontractors, who in turn may also use subcontractors. The Contractor shall remain the sole contractual partner of the Client. Subcontractors shall not be used if it is apparent to the Contractor that their use is contrary to the legitimate interests of the Client.

1.4 Insofar as other contractual documents or other terms and conditions in text or written form have become part of the contract in addition to these GTC, the provisions of these other contractual documents shall take precedence over these GTC in the event of contradiction.

1.5 Subject to express consent, the Contractor shall not recognize any GTC that deviate from these GTC and are used by the Client.

2. Subject matter of the contract and scope of services

2.1 The Contractor shall provide the following services to the Client as an independent contractor:

• We provide specialized business and technology services focused on the Central Asia, Caucasus, Middle East and Asia markets.
• Our core competencies include eCommerce support, AI optimization, and business process outsourcing.
• In addition, we offer customized legal, tax and translation services specifically tailored to the needs of international companies.
• Our holistic service offering includes company formation, compliance, financial management and recruitment to support the global success of our clients.

2.2 The specific scope of services is subject to individual agreements between the Contractor and the Client.

2.3 The Contractor shall provide the contractual services with the greatest possible care and diligence in accordance with the latest standards, rules and knowledge.

2.4 The Contractor is obliged to provide the services owed under the contract. However, in the performance of its activities, it shall not be subject to any instructions with regard to the type of performance of its services, the place of performance or the time of performance. However, the Contractor shall determine the work days and the time allocation on these days itself in such a way that optimum efficiency is achieved in its activities and in the realization of the subject matter of the contract. The Contractor shall only provide its services in consultation and coordination with the Client.

3. Obligations of the client to cooperate

It is the responsibility of the Client to provide the information, data and other content to be made available by it for the purpose of service fulfillment completely and correctly. The Contractor shall not be liable to the Client in any way for delays and delays in the provision of services caused by late and necessary cooperation or input by the Client; the provisions under the heading "Liability/exemption" shall remain unaffected by this.

4. Payment

4.1 Remuneration shall be agreed in individual contracts.

4.2 The remuneration shall be paid after the performance of the services. If the remuneration is calculated according to time periods, it shall be paid after the expiry of the individual time periods (§ 614 BGB). In the case of time-based invoicing, the Contractor shall be entitled to invoice the services rendered on a monthly basis, unless otherwise agreed.

4.3 The Contractor shall send the Client an invoice by post or email (e.g. as a PDF) after the services have been provided. Payment is due within 10 days of receipt of the invoice.

5. Liability / Indemnification

5.1 The Contractor shall be liable without limitation for any legal reason in the event of intent or gross negligence, in the event of intentional or negligent injury to life, limb or health, on the basis of a guarantee promise, unless otherwise regulated in this respect, or on the basis of mandatory liability. If the Contractor negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical of the contract, unless liability is unlimited in accordance with the preceding sentence. Material contractual obligations are obligations which the contract imposes on the Contractor according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the Customer may regularly rely. Any further liability of the Contractor is excluded. The above liability provisions shall also apply with regard to the Contractor's liability for its vicarious agents and legal representatives.

5.2 The Client shall indemnify the Contractor against any third-party claims asserted against the Contractor due to breaches of these contractual terms and conditions or applicable law by the Client.

6. Contract duration and termination

6.1 The duration of the contract and the deadlines for ordinary termination shall be agreed individually by the parties.

6.2 The right of both parties to terminate the contract without notice for good cause shall remain unaffected.

6.3 The Contractor shall return or destroy all documents and other content provided to it immediately after termination of the contract, at the Customer's discretion. The assertion of a right of retention is excluded. Electronic data must be completely deleted. Exceptions to this are documents and data for which there is a longer statutory retention obligation, but only until the end of the respective retention period. The Contractor shall confirm the deletion in writing to the Company at the latter's request.

7. Confidentiality and data protection

7.1 The Contractor shall treat all processes of which it becomes aware in connection with the order as strictly confidential. The Contractor undertakes to impose this confidentiality obligation on all employees and/or third parties who have access to the information that is the subject of the contract. The confidentiality obligation shall apply indefinitely beyond the term of this contract.

7.2 The Contractor undertakes to comply with all data protection regulations - in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act - when carrying out the order.

8. Final provisions

8.1 The law of Georgia shall apply to the exclusion of the CISG.

8.2 Should any provision of these GTC be or become invalid, this shall not affect the validity of the remaining provisions of these GTC.

8.3 The Client shall support the Contractor in the provision of its contractual services by providing reasonable cooperation where necessary. In particular, the Client shall provide the Contractor with the information and data required to fulfill the order.

8.4 If the Client is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany, the parties agree that the Contractor's registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction shall remain unaffected by this.

8.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or business or corporate strategy) and subject to a reasonable period of notice. Existing customers will be notified of this by e-mail at least two weeks before the change comes into effect. If the existing customer does not object within the deadline set in the notification of change, their consent to the change shall be deemed to have been given. If he objects, the changes shall not come into force; in this case, the Contractor shall be entitled to terminate the contract extraordinarily at the time the change comes into force. The notification of the intended amendment to these GTC shall refer to the deadline and the consequences of an objection or failure to object.