GENERAL TERMS AND CONDITIONS

of Pawlik Executive Search Consultants GmbH

for contracts with clients

1. General Provisions, Scope of Application

1.1 These General Terms and Conditions (“Terms”) of Pawlik Executive Search Consultants GmbH, with its registered office in Hamburg and principal place of business at Englische Straße 21, 10587 Berlin (“PAWLIK”) apply to all contracts concluded between a consumer, as defined in Section 13 of the German Civil Code (BGB) (“CLIENT”), and PAWLIK for the services described in Section 2.1 .

1.2 These Terms shall apply in the version valid at the time the contract is concluded, which will be made available to the CLIENT at that time. The most recent version of these Terms may be accessed free of charge at
https://pawlik-executive.com/en/gtc-clients/ .

1.3 These Terms apply exclusively. Any general terms and conditions or other contractual provisions of the CLIENT that deviate from, conflict with, or supplement these Terms shall only become part of the contract if and to the extent that PAWLIK has expressly agreed to their applicability in writing.

2. Scope of Services

2.1 The services provided by PAWLIK under these Terms (the “Services”) include, in particular, the organization and delivery of training sessions and coaching programs (“Events”), as well as related services and any other services PAWLIK agrees to provide under the specific contract with the CLIENT. The precise content and scope of Services to be provided by PAWLIK in connection with any such contract shall be agreed separately by the parties on a case-by-case basis.

2.2 If, as part of the agreed Services, PAWLIK uses automated, software-based psychometric testing procedures for personality analysis (“Testing Procedures”) in consultation with the CLIENT, these are standardized tools designed to assess certain personality traits based on normative sample groups. As with all standardized procedures, individual characteristics and personal nuances may be only partially or not at all reflected. The Testing Procedures do not produce precise results for individuals, but rather indicate which traits are typically present – based on rank order – among individuals who exhibited similar behavioral responses within the test framework. PAWLIK therefore does not guarantee that the Testing Procedures will yield a fully accurate or comprehensive assessment of any individual user’s personality traits.

2.3 Any documentation provided by PAWLIK to the CLIENT in connection with the Services is prepared to the best of PAWLIK’s knowledge and expertise. However, PAWLIK does not assume any liability or warranty for the accuracy, timeliness, completeness, or quality of the content.

2.4 PAWLIK reserves the right to have Services performed by third parties, including but not limited to affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG), acting as subcontractors on PAWLIK ’s behalf.

3. Conclusion of Contract

3.1 In principle, PAWLIK provides the CLIENT with a personalized offer outlining the Services to be performed. A legally binding contract is concluded only on the basis of such an offer and only once (i) the CLIENT accepts the offer in writing or in text form within the acceptance period specified in the offer, and (ii) the acceptance has been received by PAWLIK (the offer accepted by the CLIENT hereinafter referred to as the “Order”). If no specific acceptance period is stated in the offer, the CLIENT may accept the offer only within eight (8) weeks of the offer date. In the event of any conflict between the terms of the offer and these Terms, the provisions of the offer shall take precedence.

3.2 The service descriptions published on PAWLIK ’s website do not constitute legally binding offers but serve solely as non-binding information or descriptions of the Events offered by PAWLIK.

4. Fees

The amount and payment terms for the fees owed by the CLIENT for Services provided by PAWLIK shall be governed by the individual agreement set forth in the relevant Order.

5. Costs and Expenses

The CLIENT shall bear and reimburse all costs and expenses as specified in the Order. Any additional costs or expenses not expressly stated in the Order, but necessary and reasonable for the performance of the Services, shall be reimbursed by the CLIENT upon submission of appropriate documentation.

6. Invoicing and Payment Terms

6.1 Invoices issued by PAWLIK for fees payable by the CLIENT, including any reimbursable costs and expenses, are due and payable ten (10) days after receipt of the invoice.

6.2 If the CLIENT fails to pay an invoice when due, they shall be deemed in default no later than thirty (30) days after the due date and receipt of the invoice. PAWLIK ’s right to place the CLIENT in default earlier by issuing a separate reminder remains unaffected. The invoiced amount shall accrue interest during the default period at the applicable statutory default interest rate.

6.3 The right to assert additional claims for damages resulting from the delay remains unaffected.

7. Right to Modify and Cancellation of Events by PAWLIK

PAWLIK reserves the right to:

a) Substitute any trainer or coach assigned to an Event with another equally qualified individual, if necessary (e.g., in cases of illness or accident);
b) Cancel or reschedule an Event for important reasons beyond PAWLIK ’s control (e.g., the sudden illness of a trainer or force majeure). If PAWLIK cancels an Event, any participation fees already paid by the CLIENT will be refunded.

8. Cancellation of an Event by the CLIENT

8.1 The CLIENT may cancel participation in a booked Event up to two (2) weeks prior to the scheduled date under the following conditions:

a) If the cancellation is made at least four (4) weeks before the scheduled date of the Event, the full participation fee will be waived, and any amount already paid by the CLIENT will be refunded in full.
b) If the cancellation is made less than four (4) weeks but no later than two (2) weeks before the scheduled Event date, the CLIENT shall owe a cancellation fee equal to 50% of the agreed participation fee. If the CLIENT has already paid the full fee, PAWLIK will refund the difference between the amount paid and the cancellation fee.

Cancellations made less than two (2) weeks before the scheduled Event date are not permitted. In such cases, the CLIENT remains obligated to pay the full agreed fee, even if they do not attend the Event.

8.2 The CLIENT’s statutory right of withdrawal remains unaffected by the provisions above.

9. Copyright and Usage Rights

9.1 All materials provided by PAWLIK to the CLIENT in connection with the delivery of Services – including but not limited to training documents, analyses, reports, and digital content (the “Materials”) – are protected by copyright. All intellectual property rights in and to the Materials remain with PAWLIK or the respective rights holder, unless otherwise expressly agreed by the parties.

9.2 During the term of the contract and after its termination, the CLIENT may use the Materials solely for personal purposes, in particular for their own training and professional development. The Materials may not be reproduced, copied, modified, translated, distributed, or made accessible to third parties, in whole or in part, in any form – whether altered or unaltered – without PAWLIK ’s prior written consent.

9.3 The CLIENT is not permitted to make any audio or video recordings of the Event, nor to take screenshots of the session.

10. Liability

10.1 The CLIENT’s claims for breach of contractual or non-contractual obligations shall be governed by statutory provisions, unless otherwise provided below.

10.2 PAWLIK shall be liable without limitation under applicable law for damages (i) arising from willful misconduct or gross negligence on the part of PAWLIK , its legal representatives, or agents; (ii) under the German Product Liability Act (Produkthaftungsgesetz); (iii) for injury to life, body, or health; and (iv) to the extent of any guarantee expressly assumed by PAWLIK.

10.3 In cases of simple negligence involving a breach of material contractual obligations (cardinal duties), PAWLIK ’s liability shall be limited to the typical, foreseeable damage. Essential contractual obligations are those whose fulfillment is necessary for the proper execution of the contract and on which the contractual partner may regularly rely.

10.4 In all other cases, any claims for damages by the CLIENT against PAWLIK are excluded.

10.5 The limitations of liability set forth in Sections 10.3 and 10.4 shall also apply in favor of PAWLIK ’s legal representatives and agents in the event that claims are asserted directly against them.

11. Set-Off and Rights of Retention

11.1 The CLIENT may only assert a right of set-off with respect to claims that are undisputed or have been legally established by a final court judgment. This does not apply to counterclaims that arise from the same contractual relationship as PAWLIK ’s claim.

11.2 The CLIENT may assert a right of retention only with respect to claims that are undisputed or legally established. This does not apply to retention rights that arise from the same contractual relationship as PAWLIK ’s claim.

12. Term and Termination of Contract

12.1 Unless otherwise agreed in the individual contract, the agreement shall commence upon conclusion of the contract as defined in Section 3 and shall remain in effect for the term individually agreed upon by the parties.

12.2 If the parties have agreed to a fixed term, ordinary termination during this period is excluded. The right to extraordinary termination for good cause remains unaffected.

12.3 If no fixed term has been agreed upon in an individual case, the contract shall be deemed open-ended. In such cases, either party may terminate the contract for convenience by giving four (4) weeks’ notice effective at the end of a calendar month.

12.4 The right to extraordinary termination for good cause remains unaffected. Either party may terminate the contract for good cause. Good cause shall exist in particular if one party materially breaches the contract and fails to remedy the breach within one (1) week after being requested to do so by the other party.

Good cause for PAWLIK to terminate the contract shall in particular include, but not be limited to, the following:

a) The CLIENT is insolvent;
b) A petition for the opening of insolvency proceedings over the CLIENT’s assets has been filed;
c) The CLIENT is in default of payment;
d) The CLIENT fails to meet its contractual cooperation obligations, thereby rendering performance by PAWLIK impossible or significantly more difficult.

Extraordinary termination by PAWLIK does not affect PAWLIK ’s right to claim full payment of the agreed fees or to pursue further claims for damages.

12.5 Any notice of termination must be made in text form (as defined in Section 126b of the German Civil Code) and shall become effective upon receipt by the other party.

12.6 Termination of the contract shall not affect any claims that have already accrued. Services rendered prior to the effective date of termination shall be compensated in accordance with the respective contract. Incurred costs and expenses shall be reimbursed in full even in the event of termination.

12.7 The CLIENT’s right to cancel participation in an event under Section 8, as well as the CLIENT’s statutory right of withdrawal, remain unaffected.

13.Confidentiality

13.1 The parties mutually agree to maintain strict confidentiality regarding the existence and content of any contract concluded between them, as well as all Confidential Information (as defined below). They agree not to disclose or use any such Confidential Information without the express prior written consent of the other party, unless such disclosure or use is necessary for the execution of the contract or required by law. This confidentiality obligation shall remain in effect for a period of five (5) years after termination of the contract.

13.2 For the purposes of these Terms and Conditions, “Confidential Information” shall include all information, data, memoranda, analyses, compilations, studies, documents, know-how, or other materials of any kind (regardless of whether communicated orally, in writing, electronically, or otherwise, and whether or not marked as confidential) that one party receives from the other party, from any of its affiliated companies, or from any of its directors, employees, or advisors, in relation to or in connection with the contract. The term also includes all (written or otherwise recorded) notes, analyses, compilations, studies, documents, or other materials created or to be created by the receiving party that incorporate, reference, or are based on such information.

13.3 Confidential Information shall not include information that:

a) is or becomes publicly available during the term of the contract without any breach of obligation by the receiving party, any of its affiliated companies, or their directors, employees, or advisors; or
b) the receiving party can demonstrate was already known to it or in its possession at the time of disclosure, and was not disclosed to it directly or indirectly under an obligation of confidentiality, or becomes known to it during the term of the contract without breach of any confidentiality agreement, statutory provision, or regulatory requirement.

14. Out-of-court dispute resolution (VSBG)

PAWLIK is neither legally obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

15. Final Provisions

15.1 Contracts between PAWLIK and the CLIENT shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.2 If any provision of this contract is or becomes invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the original economic and legal intent of the parties. The same shall apply in the case of any contractual gaps.

Effective as of: August 11, 2025