Terms and conditions

This is a translation of the German original. In the event of any discrepancy, the German version published at www.sophisticated-simplicity.com/agb prevails. The German wording is available at that address.

Sophisticated Simplicity GmbH version v3.1 · As at: August 2026

1. General Provisions and Scope of Application

1.1. Sophisticated Simplicity GmbH, Franzensgasse 11/1, 1050 Wien, FN 608206 x, UID ATU79688278 ("Sophisticated Simplicity") provides consulting and training services in the field of AI ethics by design and values-based business model development. Sophisticated Simplicity provides its services exclusively on the basis of these General Terms and Conditions ("GTC"). These apply – unless expressly agreed otherwise – to all legal transactions between Sophisticated Simplicity and the Client.

1.2. Signs and products. Sophisticated Simplicity is the sole legal proprietor of all of the signs and products named below. These are business divisions and offerings of Sophisticated Simplicity GmbH and not separate legal entities:

ADA AI Ethics by Design Framework™ — the methodology

AI Leadership Academy, CuiBono.AI, AI Value Bits & Bytes — training and publication formats

In all cases, the Client's contracting party is Sophisticated Simplicity GmbH.

1.3. These GTC apply in the version published at www.sophisticated-simplicity.com/agb at any given time. The version published at the time the contract is concluded shall be authoritative. In the case of continuing obligations, clause 12.4 applies.

1.4. Consumers and entrepreneurs. A consumer within the meaning of these GTC is any person who concludes the contract for a purpose that can be attributed neither to their commercial nor to their independent professional activity (§ 1 KSchG). Provisions that expressly apply only to consumers or only to entrepreneurs are marked accordingly.

2. Conclusion of Contract

2.1. The presentation of the services of Sophisticated Simplicity on the website, in brochures, blog posts, publications and presentations does not constitute an offer in the legal sense.

2.2. The engagement is effected by means of a separate service contract or a signed offer. Unless provided otherwise, an offer from Sophisticated Simplicity is valid for 14 days from the date of issue and becomes binding upon acceptance by the Client.

2.3. By signing the offer or concluding the contract, the Client accepts these GTC. A separate signature is not required. The GTC are provided to the Client prior to the conclusion of the contract together with the offer and are permanently available for retrieval and storage at www.sophisticated-simplicity.com/agb.

2.4. Supplementary terms of use. The use of the ADA AI Ethics by Design Framework™ is additionally governed by the ADA Terms of Use, available at www.sophisticated-simplicity.com/ada-nutzungsbedingungen.

They are provided to the Client prior to the conclusion of the contract together with the offer; in the case of open training courses, they may be inspected during the registration process and must be expressly confirmed. Terms that become accessible only subsequently, in particular only upon handover of the training materials, do not become part of the contract.

3. Scope of Services and Performance of the Engagement

3.1. The subject matter of the contract comprises services for a fee in the field of values-based business models and sustainable AI strategies. In doing so, Sophisticated Simplicity applies the methodology of Value-based Engineering (ISO/IEC/IEEE 24748-7000:2022), an internationally standardised approach to human-centred IT design. Depending on the agreement, the services comprise:

Value-based Strategy — development of a values compass for a purposeful AI strategy, workshops and definition of specific requirements for trustworthy corporate AI with reference to the EU AI Act

Value-based Leadership — coaching and workshops for current and future executives

Value-based Communication — workshops, training courses, keynotes and impulse presentations on positioning and on communication between IT and management

AI Business Academy — certified training programmes on the values-based application of generative AI

AI consulting and implementation — use case development and support during implementation

AI keynote speaking — impulse presentations, keynotes and moderation

The scope and the remuneration are set out conclusively in the contract. Services other than those specified therein are not owed.

3.2. Sophisticated Simplicity is free in the manner in which it renders its services and is not bound by instructions. Particular wishes of the Client will be taken into account where possible. What is owed is compliance with the customary professional standard of care, not a particular outcome and in particular not any economic success.

3.3. Vicarious agents and key person. Sophisticated Simplicity is entitled to render services itself, to involve qualified third parties or to be represented by qualified third parties. The Client's consent is not required for this. Where a particular person is expressly named in the contract as trainer, speaker or project manager, that person will be deployed; in this case, substitution is permissible only in the event of incapacity pursuant to clause 5.5 and only by a person of equivalent professional standing.

3.4. House rules and exclusion from participation. Sophisticated Simplicity may exclude participants from training courses, workshops and events where they become conspicuous through disruptive or destructive conduct or conduct detrimental to the learning success of the group. This includes in particular repeated interruptions despite a warning, disrespectful conduct towards other participants or towards the trainer, sabotage of the group process, the dissemination of misinformation contrary to the training management, as well as breaches of the prohibition on documentation pursuant to clause 6.5. The exclusion takes place following a prior warning. In such a case there is no claim to a refund of the portion of the fee attributable to the excluded person. The claim to the fee in respect of the remaining participants remains unaffected.

3.5. Access to digital learning resources. Participants in training courses are granted access, for the duration of the training, to the digitally provided training materials relating to the ADA AI Ethics by Design Framework™. Access is included in the training fee, is personal and ends at the time specified in the contract. The scope and limits of use are governed by clause 6 and clause 6.8.

3.6. Limits of the services. Sophisticated Simplicity provides consulting, training and instruction services relating to AI strategy, Value-based Engineering, ISO/IEC/IEEE 24748-7000:2022, ISO/IEC 42001 and the EU AI Act from a technical and methodological perspective. Sabine Singer is a CertifAIed Lead Assessor for IEEE 7000 and a certified ISO 42001:2023 Lead Auditor (GSDC). The services expressly do not constitute legal advice or tax advice. Sophisticated Simplicity is not authorised to provide legal advice or to give legally binding information. For legal questions, in particular regarding the legally compliant implementation of the EU AI Act, Sophisticated Simplicity is happy to refer the Client to qualified partners. The Client remains responsible itself for the legally compliant implementation of the methods conveyed within its organisation.

3.7. Separation of consulting and conformity assessment. Sophisticated Simplicity provides consulting, training and support services. Certification pursuant to ISO/IEC 42001, IEEE 7000 or comparable standards is carried out exclusively by accredited certification bodies and is not the subject matter of these services. In order to safeguard impartiality pursuant to ISO/IEC 17021-1, Sophisticated Simplicity will not act as auditor or assessor for a certification body in respect of clients it has advised or trained within the cooling-off period provided for by the standards. No assurance is given as to the outcome of a certification or conformity assessment procedure.

3.8. Conflicts of interest. Sophisticated Simplicity is entitled also to act for competitors of the Client. In the event of a specific conflict of interest in an ongoing project, Sophisticated Simplicity will inform the Client without delay; in such a case the parties will agree on suitable organisational measures or terminate the project concerned by mutual agreement. The duty of confidentiality pursuant to clause 10.3 remains unaffected in every case.

4. Duties of Cooperation of the Client

4.1. The proper rendering of services presupposes support of impeccable quality, provided in a timely manner, by qualified personnel of the Client. The Client makes available free of charge all organisational and operational information and documents necessary for the engagement and is contactable without delay.

4.2. Sophisticated Simplicity will communicate in good time the requirements for cooperation and provision of resources that are known to it.

4.3. In the event of non-fulfilment of a duty of cooperation, Sophisticated Simplicity grants a grace period of 14 days. Where delays or additional expenditure arise as a result of improper or delayed cooperation, Sophisticated Simplicity may demand amendments to the schedule and to the remuneration. Services already rendered are to be remunerated on a time and expenses basis. Where cooperation is not forthcoming despite the grace period, Sophisticated Simplicity is entitled to withdraw from the contract. In the case of continuing obligations, the fee accruing until the next ordinary termination date available pursuant to clause 12.2 becomes due in such a case, less the expenses saved as a result. Vis-à-vis consumers, the accelerated maturity requires a qualified reminder pursuant to § 13 KSchG.

4.4. Duties to provide resources for in-person events. Where training courses, workshops or events take place on the Client's premises, the Client shall make available the following, free of charge and in working order, following prior consultation. Where the Client is unable to provide individual items, Sophisticated Simplicity will organise them against reimbursement of costs. a) Premises

training room of appropriate size, at least 3 m² per person

possibility of ventilation, access to fresh air or an outdoor area for breaks

sufficient lighting and appropriate room temperature

b) Technical equipment

large screen or projector of 55 inches or more with HDMI connection and audio playback

flipchart with sufficient paper

pinboard or presentation board

moderation kit with pens, cards and adhesive dots

functioning Wi-Fi for all participants

c) Catering

coffee, tea and water throughout the entire duration of the event

for full-day events, additionally a midday meal

d) Organisational support

a designated contact person who is contactable throughout the entire event and authorised to take decisions at short notice

Where the Client is unable to meet these requirements, it shall notify Sophisticated Simplicity thereof in writing no later than 14 calendar days before the start of the event. Where the proper conduct of the event is materially impaired by non-fulfilment of the duties to provide resources, Sophisticated Simplicity is entitled to charge the full agreed fee; expenses saved are to be credited.

4.5. Clarification of expectations for in-house training courses. Prior to the conduct of an in-house training course, a binding meeting to clarify expectations takes place. It serves to align learning objectives and areas of focus, prior knowledge and the composition of the participant group, sector-specific requirements and organisational details pursuant to clause 4.4. The meeting is generally held by video conference, is included in the fee and its material outcomes are recorded in writing.

4.6. Cooperation in respect of digital access. Where the Client or a person sent by it receives access to digitally provided materials, the Client shall keep the access credentials confidential, shall not pass them on to third parties and shall report any suspicion of unauthorised use without delay.

5. Dates, Payment and Cancellation for Training Courses, Workshops and Presentations

5.1. The nature and timing of the rendering of services as well as any other arrangements concerning dates and deadlines are recorded in writing in the contract.

5.2. Unavoidable or unforeseeable events release Sophisticated Simplicity from compliance with agreed deadlines. The same applies where the Client is in default with its duties of cooperation.

5.3. Payment. The following applies to training courses, workshops, keynotes and impulse presentations:

Confirmation of booking. Upon confirmation of the booking, an advance payment of 50 % of the total fee becomes due.

Balance payment. The remaining fee is due no later than 7 calendar days before the start of the event.

5.4. Cancellation conditions. Where the Client cancels a confirmed booking, the following scale applies:

Time of cancellation

Consequence

more than 30 calendar days before the date

free of charge, the advance payment is refunded in full

30 to 15 calendar days before the date

50 % of the total fee is payable; crediting against a replacement date within 12 months is possible

14 to 8 calendar days before the date

75 % of the total fee is payable

7 calendar days or less before the date

100 % of the total fee is payable

The amounts stated are liquidated damages. Expenses saved as a result of the cancellation as well as any earnings actually obtained through other use of the date are to be credited against them. The Client remains at liberty to demonstrate that no damage has arisen at all or that it is materially lower than the liquidated amount.

Postponement. At the Client's request up to 30 calendar days before the start of the event free of charge, thereafter against a processing fee of 30 % of the total fee.

5.5. Incapacity on the part of Sophisticated Simplicity. Where an agreed date cannot be kept for reasons for which Sophisticated Simplicity is responsible, Sophisticated Simplicity will offer the Client a replacement date within twelve months, conduct in an online format or a substitute of equivalent professional standing. The parties will select one of these solutions by mutual agreement.

Where no agreement is reached, the claim to the fee for the event not rendered lapses. Separable preliminary services already rendered — in particular conception, the meeting to clarify expectations pursuant to clause 4.5, preparation of the materials as well as preparation and evaluation of a self-assessment — are to be remunerated separately. These preliminary services are assessed at 50 % of the agreed fee. The Client remains at liberty to demonstrate that the preliminary services rendered have a lower value.

5.6. Divergent provisions must be expressly identified as such in the contract. They take precedence over these GTC.

6. Intellectual Property

6.1. The Client grants Sophisticated Simplicity, for the duration of the contract, a non-exclusive, non-transferable, royalty-free and worldwide right to use the content made available by it to the extent appropriate to the purpose. The entrepreneurial Client shall indemnify and hold Sophisticated Simplicity harmless in the event of claims by third parties.

6.2. Rights of use in training materials. Ownership of training concepts, training content and training materials belongs exclusively to Sophisticated Simplicity GmbH. Through payment, the Client acquires a non-exclusive, non-transferable right of internal use to the extent contractually agreed. Any use, exploitation or transfer to third parties going beyond this requires a separate written licence agreement pursuant to clause 6.4. Naming Sophisticated Simplicity as author is mandatory in the case of every use.

6.3. The acquisition of rights of use presupposes payment of the remuneration in full. Alterations and adaptations are permissible only with express consent.

6.4. Protection of the methodology. The ADA AI Ethics by Design Framework™, all training materials, methods, presentation slides, visualisations and videos as well as all further methods and tools developed by Sophisticated Simplicity are copyright-protected intellectual property of Sophisticated Simplicity GmbH. In the event of conflict, this clause takes precedence over clause 6.2.

The signs used are not registered as registered trade marks. The ™ symbol indicates a claimed entitlement to a sign and makes no statement as to a trade mark registration. Protection of the methodology and of the materials exists independently of any trade mark registration on the basis of copyright law, competition law and trade secret law.

Clients and training participants receive a non-exclusive, non-transferable right of use exclusively for internal, non-commercial purposes within their own organisation. Any commercial use, in particular in consulting projects, own training courses, workshops, training for third parties, public presentations or publications, requires a separate written licence agreement. The obligation of attribution by logo and naming applies to every use.

6.5. Prohibition on documentation during training courses. The photographing, filming, recording and any other documentation of training materials, presentation slides, flipchart content, visualisations and other materials shown during the training is prohibited without express prior written authorisation. The Client shall inform its participants of this prohibition before the start of the training and shall ensure compliance with it. In the event of a contravention, Sophisticated Simplicity may exclude the person concerned from the training and demand the immediate deletion of the recordings. Where materials documented without authorisation are used commercially or made accessible to third parties, this constitutes a serious breach of these GTC.

6.6. Contractual penalties. In the event of culpable breaches of this section, Sophisticated Simplicity is entitled to assert the following fault-dependent contractual penalties for each breach:

Breach

Contractual penalty per breach

unlawful use of training concepts, training content and training materials

twice the agreed remuneration, up to a maximum of EUR 20,000.–

unauthorised commercial use of the ADA AI Ethics by Design Framework™ or of other proprietary methods

three times the agreed remuneration, at least EUR 5,000.– and at most EUR 50,000.–

transfer of unauthorised copies to third parties

twice the agreed remuneration, at least EUR 3,000.– and at most EUR 30,000.–

The contractual penalty is credited against any further claim for damages. A higher actual loss may be demonstrated and asserted. In addition, there are claims for injunctive relief and for information about the extent of the unauthorised use. The entrepreneurial Client is liable for breaches by its employees and by the participants sent by it in accordance with the general provisions. The judicial right of mitigation pursuant to § 1336 para 2 ABGB remains unaffected vis-à-vis both consumers and entrepreneurs.

6.7. Image and video material. All videos, photographs and image materials produced by Sophisticated Simplicity in the course of rendering its services are the property of Sophisticated Simplicity GmbH. The Client may use them only with prior written consent and naming the author.

6.8. Provision of digital materials. Digitally provided materials, in particular via download links or access to online storage, are released after receipt of payment in full, unless agreed otherwise. Where access has already been granted before payment in full, it may be suspended in the event of default in payment following an unsuccessful reminder and the setting of a grace period of 14 days. The retrieval of the materials provided does not affect the maturity of the remuneration.

7. Use as a Reference

7.1. Upon conclusion of the contract, the entrepreneurial Client consents to the use of its company name, logo and a project description for reference purposes. This includes use on the website, in portfolios, publications, presentations as well as in marketing and sales materials. Trade secrets and confidential project content are not disclosed in this connection.

7.2. Consent may be withdrawn at any time without formality by e-mail to office@sophisticated-simplicity.com. Following receipt of the withdrawal, use as a reference will be discontinued within 30 calendar days; materials already printed and presentations already given remain unaffected thereby.

7.3. Vis-à-vis consumers as well as vis-à-vis clients who are natural persons, use as a reference takes place only following separate express consent.

8. Fee and Payment Terms

8.1. Cost estimates are non-binding.

8.2. The remuneration is specified in the contract.

8.3. Index adjustment. In the case of continuing obligations and framework agreements with a term of more than twelve months, Sophisticated Simplicity is entitled to adjust the agreed fees once a year in line with the change in the consumer price index published by Statistik Austria (CPI 2020 or an index replacing it). The index value published for the month in which the contract was concluded serves as the baseline. The adjustment is communicated to the Client in text form at least four weeks in advance. Vis-à-vis consumers, downward adjustments are to be made in the same manner.

8.4. Travel costs. Where services are rendered outside Vienna, the Client bears the travel costs. At the option of Sophisticated Simplicity, either a second-class rail ticket or the official mileage allowance will be charged. Where the outward or return journey exceeds three hours, or where an event begins before 10:00, the Client shall additionally bear the cost of an overnight stay in an appropriate category. Travel time is not charged separately, unless agreed otherwise.

8.5. The invoice amount is due within 14 calendar days of receipt of the invoice, without deduction and free of charges, unless agreed otherwise. For training courses, workshops, keynotes and presentations, the terms pursuant to clause 5.3 apply.

8.6. In the event of default in payment, default interest of 9.2 percentage points above the base rate is charged vis-à-vis entrepreneurs (§ 456 UGB). Vis-à-vis consumers, the default interest amounts to 4 % per annum.

8.7. Vis-à-vis entrepreneurs, a flat amount of EUR 40.– per collection case is additionally payable in the event of default (§ 458 UGB).

8.8. Collection costs. Vis-à-vis entrepreneurs, in the event of default the Client shall, in addition to the flat amount pursuant to clause 8.7, reimburse the necessary costs of appropriate out-of-court collection and recovery measures, to the extent that these are reasonably proportionate to the claim being pursued (§ 1333 para 2 ABGB). These include in particular the costs of an instructed debt collection agency within the maximum rates applicable to debt collection agencies as well as the costs of a solicitor's reminder. The flat amount pursuant to clause 8.7 is credited against these costs.

Vis-à-vis consumers, the reimbursement of collection costs is governed exclusively by § 1333 para 2 ABGB. No contractual obligation going beyond this is established.

8.9. Right to refuse performance. Where the Client is in default with a payment due for more than 14 calendar days, Sophisticated Simplicity is entitled, following an unsuccessful reminder and the setting of a grace period of 14 days, to withhold further services until receipt of payment in full. Agreed dates are postponed accordingly in such a case.

8.10. Set-off. The Client is not entitled to set off its own claims, unless these have been acknowledged in writing or established by a court. Vis-à-vis consumers, this restriction does not apply to claims that are legally connected with the liability, nor in the event of the insolvency of Sophisticated Simplicity.

9. Right of Withdrawal for Consumers

9.1. In the case of contracts concluded by way of distance selling or off business premises, consumers have a right of withdrawal of 14 days without giving reasons (§ 11 FAGG). In the case of services, the period begins on the day the contract is concluded, but not before receipt of this notice of the right of withdrawal. If the notice is omitted, the withdrawal period is extended by twelve months pursuant to § 12 FAGG.

9.2. For the exercise of the right, an unequivocal declaration by e-mail to office@sophisticated-simplicity.com or via the form at www.sophisticated-simplicity.com/widerruf is sufficient.

Dispatch within the period is sufficient.

9.3. Early commencement of performance. Where the consumer wishes performance to begin before the expiry of the withdrawal period, the consumer must expressly request this. Where performance commences at the consumer's request, the consumer must, in the event of withdrawal, pay a proportionate amount for the performance rendered up to that point (§ 16 FAGG). In the case of digital content that is not supplied on a tangible medium, the right of withdrawal lapses where performance has commenced with the express consent of the consumer and with the consumer's acknowledgement of the lapse of the right of withdrawal (§ 18 para 1 no 11 FAGG).

9.4. In the event of withdrawal, payments made will be refunded without delay, at the latest within 14 days, by the same means by which they were received.

9.5. The model notice of the right of withdrawal and the model withdrawal form form part of these GTC as an annex.

10. Use of Artificial Intelligence and Data Protection

10.1. Use of artificial intelligence. Sophisticated Simplicity works with AI support and uses artificial intelligence for the rendering of services, data processing and analysis. Processing takes place in accordance with the requirements of the GDPR. Upon conclusion of the contract, the Client takes note of such use.

10.2. Transparency notice. Documents and content created with AI support are labelled with reference to Art 50 of Regulation (EU) 2024/1689 (EU AI Act). The professional review and approval is carried out by Sophisticated Simplicity.

10.3. Data protection and confidentiality. Personal data are processed in accordance with the requirements of the GDPR. Details are governed by the privacy notice at www.sophisticated-simplicity.com/datenschutz.

Each party assures the other that it will adequately protect trade and business secrets and will not make them accessible to third parties; this obligation continues beyond the end of the contract for an unlimited period. Where necessary, the parties will conclude a data processing agreement pursuant to Art 28 GDPR.

10.4. International AI tools. In the course of its activity as CertifAIed Lead Assessor for IEEE 7000 and ISO 42001:2023 Lead Auditor as well as in its research work, Sophisticated Simplicity also uses AI tools that are operated outside the European Union. The Client will be informed transparently about their use. Transfers to third countries take place on the basis of an adequacy decision of the European Commission or of appropriate safeguards pursuant to Chapter V GDPR. A current overview of the service providers used and of the respective basis for transfer is published in the privacy notice at www.sophisticated-simplicity.com/datenschutz. In training courses, only the compliance-oriented handling of these tools is demonstrated. The Client is itself responsible for compliance with data protection requirements where it uses such tools independently; Sophisticated Simplicity is not liable for data protection breaches by the Client outside the immediate training or consulting context, except in the case of intent and gross negligence.

11. Warranty and Liability

11.1. Warranty. Vis-à-vis entrepreneurs, the Client bears the burden of proof for the existence of defects; the presumption of defectiveness pursuant to § 924 ABGB is excluded. Vis-à-vis consumers, the statutory warranty provisions apply unchanged, and in the case of digital services those of the VGG.

11.2. Duty to give notice of defects vis-à-vis entrepreneurs. The entrepreneurial Client must give written notice of discernible defects in a service within 14 calendar days after the service has been rendered, and of hidden defects within 14 calendar days after their discovery. Where timely notice is not given, the service is deemed to have been approved.

11.3. Basis of liability. Liability for slight negligence is excluded. This limitation does not apply to personal injury, to claims under the Product Liability Act (Produkthaftungsgesetz) and does not apply vis-à-vis consumers in the case of breach of obligations essential to the contract. Liability for intent and gross negligence remains unaffected in every case. Vis-à-vis consumers, an exclusion or limitation of liability for personal injury as well as for damage to property in the case of intent or gross negligence is excluded (§ 6 para 1 no 9 KSchG).

11.4. Extent of liability. Liability for lost profit, anticipated savings, indirect damage and consequential damage is excluded vis-à-vis entrepreneurs; this does not apply in the case of intent and gross negligence.

11.5. Maximum amount of liability. Vis-à-vis entrepreneurs, liability is limited in amount to the net order value of the engagement concerned, but at most to the sum insured under the professional indemnity insurance of Sophisticated Simplicity, whichever amount is higher. In the case of continuing obligations, the net fee paid in the twelve months preceding the loss-triggering event replaces the order value. This limitation does not apply in the case of intent, gross negligence or personal injury, and does not apply vis-à-vis consumers.

11.6. Assertion of claims. Vis-à-vis entrepreneurs, claims for damages must be asserted in court within one year of becoming aware of the damage and of the party causing it, and in any event within three years of the rendering of the service. Vis-à-vis consumers, the statutory limitation periods apply.

12. Contract Term, Termination and Amendments

12.1. End of contract. Unless specified otherwise, the contract ends upon complete performance.

12.2. Ordinary termination of continuing obligations. Consulting and support contracts concluded for an indefinite period or as ongoing support (retainer) may be terminated by either party by ordinary notice of one month effective at the end of a calendar month, unless agreed otherwise in the contract. Services already rendered are to be remunerated up to the time the termination takes effect.

12.3. Extraordinary termination. Either party may terminate the contract without notice for good cause, in particular in the event of material breaches of contract despite a reminder and the setting of a reasonable grace period. Where the good cause lies within the Client's sphere, Sophisticated Simplicity is entitled to the agreed fee less the expenses saved as a result of the termination and less any earnings actually obtained through other use of the capacity thereby freed up.

12.4. Amendment of these GTC. In the case of continuing obligations, Sophisticated Simplicity may amend these GTC where there is an objective reason for doing so. An objective reason exists in particular in the case of

changes in the legal position, in supreme court case law or in official requirements,

a change of, or a change in, the service providers used or the technical framework conditions,

the extension or further development of the range of functions, provided that no disadvantage arises for the Client as a result,

the elimination of regulatory gaps, ambiguities or invalid provisions.

The principal performance obligations, the fee, the contract term and the liability provisions cannot be amended by this route; an express agreement is required for these. Fee adjustments are governed exclusively by clause 8.3.

The amendment is communicated to the Client in text form at least six weeks before it takes effect. The communication sets out the amended provisions verbatim and draws separate attention to the significance of silence as well as to the special right of termination. Where the Client does not object by the date on which the amendment takes effect, the amendments are deemed to have been accepted. Where the Client objects, it may terminate the contractual relationship with effect from the date on which the amendment takes effect; where the Client does not make use of this, the contract is continued on the previous terms.

13. Force Majeure

13.1. Events of force majeure release both parties from their obligation to perform for the duration of such events. These include in particular natural events, epidemics and official measures, war, terrorism, strike and lockout, longer-term failures of electricity or telecommunications networks as well as failures of essential upstream suppliers which cannot be averted even with reasonable care.

13.2. The affected party shall inform the other without delay. Where the event lasts longer than 60 days, either party may terminate the affected part of the contract without any obligation to pay compensation. Services already rendered are to be remunerated.

13.3. Where an in-person event cannot take place for reasons of force majeure, the parties will primarily offer a replacement date or conduct in an online format. Where no agreement is reached, the obligation to pay for the part not rendered lapses.

14. Final Provisions

14.1. In the event of a conflict between the contract and these GTC, the contract takes precedence. The Client's terms and conditions do not become part of the contract, even if they are not expressly objected to.

14.2. Retention of title. All documents, concepts and work results handed over remain the property of Sophisticated Simplicity until payment in full. Rights of use pass only upon payment in full.

14.3. Transfer. Sophisticated Simplicity is entitled to transfer rights and obligations under the

contract to an affiliated company in the course of a universal succession or a corporate reorganisation. Vis-à-vis consumers, an assumption of contract with the effect of releasing the original debtor requires the consumer's consent; cases of universal succession remain unaffected thereby. The Client requires the written consent of Sophisticated Simplicity in order to transfer its rights and obligations.

14.4. Text form. Declarations for which these GTC provide for written form may also be made in text form, in particular by e-mail, unless mandatory provisions require otherwise.

14.5. Non-solicitation. The entrepreneurial Client undertakes not to target and actively solicit, during the term of the contract and for twelve months thereafter, any employees or permanent freelance contributors of Sophisticated Simplicity who have been directly involved in rendering the services that are the subject matter of the contract. This does not cover general job advertisements not addressed to individual persons, nor applications made on the initiative of the person concerned. The obligation applies reciprocally.

14.6. Severability clause. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected. In their place, the parties agree on a valid provision that comes as close as possible to the economic purpose. Vis-à-vis consumers, the statutory provision replaces an invalid provision.

14.7. The place of performance is the registered office of Sophisticated Simplicity.

14.8. Vis-à-vis entrepreneurs, the exclusive place of jurisdiction is the court having subject-matter jurisdiction in Vienna. Vis-à-vis consumers, the statutory places of jurisdiction apply; in particular, the consumer's general place of jurisdiction pursuant to § 14 KSchG remains unaffected.

14.9. Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. Vis-à-vis consumers, mandatory protective provisions of the state of their habitual residence remain unaffected.

14.10. Alternative dispute resolution. Sophisticated Simplicity is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration body under the Alternative Dispute Resolution Act (Alternative-Streitbeilegung-Gesetz, AStG).