Terms and conditions

§1 Subject Matter and Scope

1.1 These General Terms and Conditions govern all business transactions between United Reality ORG GmbH (hereinafter “UR”) and their contractual partners (hereinafter “Clients”).

1.2 UR provides strategic advisory, business development, mandate-based consulting, system architecture, technology strategy, media development, and operational support services. Where applicable, UR also produces or coordinates the production of digital and physical deliverables. These Terms apply to all such services and deliverables.

1.3 The placement of an order with UR constitutes acceptance of these Terms and Conditions. The current version is available at www.unitedreality.com/terms at all times.

1.4 Any conflicting terms and conditions of the Client are hereby expressly superseded, unless UR has explicitly agreed to them in writing.

§2 Place of Fulfillment and Jurisdiction

2.1 The place of fulfillment and place of jurisdiction is exclusively Berlin, the registered location of UR.

2.2 Unless otherwise agreed, all contracts are governed by the law of the Federal Republic of Germany. This also applies to international engagements.

2.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

§3 Quotations

3.1 All quotations are non-binding and subject to change unless explicitly confirmed as binding in writing.

3.2 Obvious errors, spelling mistakes, or miscalculations in quotations are non-binding and do not create any obligation on the part of UR.

3.3 Quotations are valid for 30 days from the date of issue unless a different validity period is specified. After expiry, UR reserves the right to revise pricing or availability.

§4 Orders and Contracts

4.1 All agreements between UR and the Client must be made in writing to be valid. Changes, amendments, or supplementary agreements require written confirmation.

4.2 Orders are only binding on UR once confirmed in writing, invoiced, or delivery of services has commenced.

4.3 Additional services beyond the agreed scope are remunerated separately.

4.4 A signed order confirmation, signed proposal, or written acceptance of a quotation constitutes a binding contract. For mandate-based engagements, the order confirmation together with these Terms and any applicable program description forms the complete contractual basis. Once all agreed deliverables have been fulfilled, the contract is considered completed unless a specific contract term has been agreed upon. The right to terminate for cause remains unaffected.

4.5 UR’s contractual obligations are considered fulfilled once the Client uses or accepts the delivered service or product, unless one of the parties has explicitly requested a formal acceptance procedure.

§5 Service Delivery

5.1 UR provides services as defined in the respective order confirmation. Services include but are not limited to: strategic consulting, business development mandates, system architecture, technology strategy, brand development, media strategy, AI operations, project management, and operational coordination.

5.2 Unless otherwise agreed, UR performs services remotely. On-site presence, workshops, or in-person sessions require separate agreement and may be subject to additional fees.

5.3 Delivery timelines stated in quotations or order confirmations are estimates unless expressly confirmed as binding in writing. Timelines are contingent on timely cooperation and information provision by the Client.

5.4 Where UR engages external specialists, freelancers, or third-party providers to support delivery, these parties act as vicarious agents of UR. UR remains the primary point of contact and bears responsibility for coordination, unless the Client directly commissions external parties, in which case UR bears no responsibility for their performance.

5.5 UR reserves the right to use artificial intelligence tools and AI-assisted workflows as part of its service delivery. AI-generated content, structures, and outputs are reviewed and validated by UR before delivery. The use of AI does not reduce the quality standard or value of deliverables; it is an integral part of UR’s methodology. UR does not guarantee specific AI platform availability or results dependent on

§6 Physical Deliverables

*This paragraph applies only where UR produces or coordinates the production of physical goods or printed materials. For pure service engagements, this paragraph does not apply.*

6.1 Where physical products are produced, delivery timelines are non-binding unless expressly confirmed in writing. Delivery is subject to upstream supplier capabilities.

6.2 Physical products are shipped from UR’s production location or a designated warehouse. Shipping method is at UR’s discretion unless otherwise agreed. Additional shipping costs are borne by the Client unless included in the agreed price.

6.3 Risk of loss or damage passes to the Client upon handover to the freight carrier. Insurance is arranged at Client request and expense.

6.4 Minor deviations in color, dimensions, weight, or finish that are technically unavoidable or industry-customary do not constitute defects.

6.5 Complaints regarding physical deliverables must be raised within 5 business days of receipt with a detailed description of the issue. Late complaints cannot be considered.

6.6 In the event of order cancellation by the Client after production has commenced, all costs incurred to date are payable by the Client. Design and preparation costs are payable in full upon cancellation.

6.7 Physical goods produced for the Client remain the property of UR until full payment has been received.

§7 Prices

7.1 All prices in quotations, order confirmations, and invoices are in EUR and are net prices excluding statutory value-added tax (VAT) at the applicable rate. VAT is shown separately on all invoices.

7.2 Prices for individual modules, services, or deliverables are as stated in the respective quotation or order confirmation. Prices are calculated based on defined scope; additional requirements are priced separately.

7.3 UR reserves the right to adjust pricing for ongoing mandates with 60 days’ written notice at the start of a new contract year. Existing agreed module prices remain fixed for the duration of the agreed module.

7.4 Where services depend on third-party tools, platforms, licenses, or hosting infrastructure, associated costs are not included in UR’s fees unless explicitly stated. Such costs are either borne directly by the Client or invoiced separately with transparent disclosure.

§8 Payment

8.1 Unless otherwise specified in the quotation or order confirmation, the following default payment terms apply:

• Project modules and one-time services: 50% due upon contract signing; 50% due upon completion or delivery of agreed deliverables.
• Monthly mandate fees: Due on the 1st calendar day of each month; payable within 3 calendar days.
• Prepaid hour packages: 100% due upon ordering, in advance.
• Annual service fees: 100% due upon commencement or renewal.
• New clients: 100% advance payment required for the first engagement.

8.2 Invoices not subject to a specifically agreed payment schedule are due within 14 days of receipt without deduction.

8.3 Where a module or service is paid in installments, UR commences work only after receipt of the first installment. Subsequent installments do not affect UR’s obligation to continue work unless the Client falls into payment default.

8.4 Alternative payment terms may be agreed in writing and take precedence over the defaults in §8.1.

8.5 In the event of Client-initiated changes or cancellations, all costs incurred to date are payable. UR will provide a reasonable accounting of work completed.

8.6 Additional services and unforeseeable additional expenditure require written agreement by both parties and may give rise to additional charges.

§9 Default of Payment

9.1 In the event of payment default, UR may charge a reminder fee of EUR 5.00 per reminder and default interest at 8 percentage points above the applicable base interest rate. Further claims for damages remain unaffected.

9.2 If an agreed payment deadline has passed, the Client is in default without the need for a further reminder.

9.3 In the event of payment default, UR may suspend ongoing services until payment is received, without this constituting a breach of contract on UR’s part.

9.4 If payment is not made despite reminder and a reasonable cure period, UR may withdraw from the contract and claim damages for work performed to date.

§10 Scope and Change Management

10.1 All services are provided within the scope explicitly defined in the respective order confirmation or project description. Services, features, outputs, or results not expressly described are not included.

10.2 The following constitute changes to scope requiring separate agreement and remuneration:

• New or revised objectives after project commencement
• Changes in direction after an approved deliverable
• Additional review or feedback rounds beyond those included in the module
• New output formats not described in the original scope
• Operational implementation services not expressly included
• Additional stakeholders, meetings, or coordination not foreseen at contract signing

10.3 Changes to scope are managed as Change Requests. UR will provide a written estimate for the additional work. Work on the Change Request commences only after written acceptance by the Client.

10.4 Change Requests may be remunerated as: an additional module at a fixed price; a prepaid hour package; time and materials at UR’s applicable hourly rate; or a new quotation for material changes in direction.

10.5 Where a module involves external designers, developers, or other specialists, UR’s review obligations and feedback rounds apply to UR’s own strategic and conceptual outputs. Iterations on external execution are managed within the respective external engagement and are not automatically within UR’s included review scope unless expressly stated.

§11 Warranties and Liability

11.1 UR provides services with professional care and skill. UR warrants that services are delivered in accordance with the agreed specification as defined in the order confirmation.

11.2 UR does not warrant specific business outcomes, commercial success, market results, or third-party actions resulting from its services. Strategic advice, recommendations, and frameworks are provided on the basis of available information and UR’s professional judgment; they do not constitute guarantees of results.

11.3 UR expressly does not provide legal advice, tax advice, therapeutic or psychological services, medical advice, or any service requiring a specific professional license. Where such services are relevant, the Client is responsible for engaging appropriately licensed professionals. Coordination support provided by UR in relation to legal or HR matters does not constitute professional advice in those fields.

11.4 In cases of justified complaints regarding a defined deliverable, UR has the right, at its discretion, to rectify the issue, deliver a revised version, or reduce the applicable fee proportionally. Except in cases of willful intent or gross negligence, UR’s liability for consequential damages is excluded.

11.5 UR is not liable for delays, quality issues, or failures attributable to third-party service providers, platforms, tools, or infrastructure outside UR’s direct control, including AI services, hosting providers, software platforms, or external specialists directly commissioned by the Client.

11.6 Force majeure events – including strikes, technical failures, platform outages, regulatory changes, or other unforeseeable circumstances beyond UR’s reasonable control – entitle UR to delay or suspend service delivery for the duration of the event plus a reasonable restart period, without liability for damages.

§12 Intellectual Property and Usage Rights

12.1 UR retains all intellectual property rights, copyrights, and ownership in all work, concepts, frameworks, structures, methodologies, templates, prompt systems, architectural models, and other materials developed by UR, including those developed specifically for a Client engagement, unless full transfer of rights is explicitly agreed in writing.

12.2 Upon full payment of all agreed fees, the Client receives a non-exclusive, non-transferable right to use the agreed deliverables for their own business purposes, for the agreed scope and duration. Where no specific scope or duration is agreed, usage rights are granted for the Client’s internal business use for an indefinite period.

12.3 The Client does not obtain rights to UR’s underlying methods, frameworks, prompt systems, internal tools, templates, or architectural know-how, even where these are used to create Client-specific deliverables. Open working files, raw data, and internal documentation remain with UR unless explicitly agreed otherwise.

12.4 AI-generated content produced as part of UR’s deliverables is provided within the applicable terms and usage rights of the underlying AI platforms used. UR makes no representations regarding intellectual property status of AI-generated outputs beyond what applicable law and platform terms provide.

12.5 The Client warrants that all data, materials, logos, brand assets, and content provided to UR for use in the engagement are either owned by the Client or properly licensed. The Client indemnifies UR against any third-party claims arising from Client-provided materials.

12.6 UR is entitled to reference the Client engagement for portfolio and promotional purposes, unless the Client explicitly requests confidentiality in writing. Detailed case studies or named references require separate written consent.

12.7 Modifications of UR deliverables by the Client or third parties commissioned by the Client require prior written consent from UR. Unauthorized modifications may result in additional fees of at least 2.5 times the originally agreed fee.

§13 Data Protection and Confidentiality

13.1 UR processes personal data in accordance with the General Data Protection Regulation (GDPR) and applicable German data protection law. Details of UR’s data processing activities are set out in UR’s Privacy Policy, available at www.unitedreality.com/privacy.

13.2 Client data is stored and processed only to the extent necessary for the performance of the contract, including invoicing and project documentation. Upon written request, UR provides the Client with information on stored data relating to them, free of charge.

13.3 UR does not share Client data with third parties without consent, except where required by law or regulation, or where third-party providers are engaged as processors for contract performance. Such providers are bound by appropriate data processing agreements.

13.4 All information received by UR from the Client in the course of an engagement is treated as strictly confidential without time limit. This obligation extends to all UR employees, freelancers, and subcontractors involved in the engagement.

13.5 The Client is likewise obligated to treat as confidential all business information, methodologies, frameworks, tools, pricing structures, and processes of UR that they become aware of during the engagement. This obligation continues for two years after the end of the contract.

13.6 UR operates with particular discretion in engagements involving sensitive business situations, personal circumstances, or high-profile clients. Information about specific clients is not disclosed to other clients or named publicly without explicit consent.

§14 Client Cooperation and Obligations

14.1 The Client is obligated to cooperate actively and in a timely manner to enable UR to perform its services. This includes providing required information, approvals, access, feedback, and materials without undue delay.

14.2 Standard feedback timelines are 5 business days from delivery of a draft or request, unless otherwise agreed. Delays beyond this period may affect project timelines; UR bears no responsibility for resulting delays.

14.3 If the Client fails to fulfill cooperation obligations and UR is unable to perform as a result, UR is released from the obligation to deliver for the duration of the failure. If UR performs additional work as a result of missing cooperation, this will be invoiced as additional services.

14.4 The Client shall provide UR with all data, documents, access credentials, and materials required for the engagement at no cost to UR. UR will treat such materials with care and use them only for the purposes of the engagement.

14.5 Changes in direction, revised priorities, or new requirements communicated by the Client after project commencement are subject to the Change Request process (§10). The Client acknowledges that late changes may affect timelines and costs.

14.6 Freelancers, developers, designers, or other third-party specialists engaged by UR for Client projects may not be directly commissioned by the Client, either during the engagement or within 12 months of its completion, without prior written consent from UR.

§15 Development Programs and Strategic Mandates

15.1 This paragraph governs all project-based, mandate-based, and program-based engagements offered by UR, including but not limited to: strategic development mandates, business development programs, leadership and executive development, brand and digital strategy, system architecture, AI operations, media development, and operational coordination services.

15.2 The scope, structure, objectives, and pricing of each engagement are defined in the respective signed order confirmation, which constitutes the binding contractual basis together with these Terms.

15.3 Services within a mandate are structured as modules – defined units of work with specific scope, deliverables, and pricing. Each module is described in the order confirmation. The module price applies to the defined scope only. Services, features, or outputs not described in the module are not included and are subject to §10 (Change Requests).

15.4 Strategic development mandates are typically structured around a base mandate that provides ongoing strategic direction and coordination, supplemented by individual development modules as agreed. The base mandate is a prerequisite for development modules unless otherwise agreed. Modules may be booked individually or in combination; volume-based pricing adjustments are as specified in the respective order confirmation.

15.5 The Client is obligated to participate actively in the program. This includes attending scheduled sessions, completing requested tasks independently, providing timely feedback and approvals, and ensuring availability, particularly where external service providers are coordinated by UR. Missed appointments without prior notice are not automatically rescheduled and may be counted as used.

15.6 Where external partners – including developers, designers, IT providers, photographers, or other specialists – are involved in delivery, the Client agrees to maintain reliability and availability, especially during time-sensitive phases. UR is not liable for delays, additional costs, or missed slots caused by unavailability on the Client’s part. Where UR coordinates external specialists on behalf of the Client, UR provides strategic briefing, coordination, and quality oversight. Execution quality of external parties is the responsibility of those parties.

15.7 Monthly mandate fees are due on the 1st calendar day of each month and must be received within 3 calendar days. In the event of anticipated delays, the Client must notify UR promptly.

15.8 Prepaid hour packages are flexible hour pools for services not covered by defined modules. The following rules apply: packages are valid for 12 months from date of purchase; unused hours expire at the end of the validity period without refund or credit; packages are non-transferable to other persons or mandates; prepaid hours may not be applied against module fees or base mandate fees; prepaid hours are used at UR’s applicable hourly rate as stated in the order confirmation.

15.9 UR reserves the right to adjust, replace, or reschedule individual modules within a program where necessary due to feasibility, changed priorities, or project progress. Such adjustments are agreed with the Client in writing and may affect timeline and resource allocation.

15.10 All materials, frameworks, concepts, structures, templates, and methodologies provided as part of a Development Program or mandate remain the intellectual property of UR (§12.1). The Client receives a non-exclusive, non-transferable right to use the deliverables for their own business purposes. Redistribution, resale, or external use without written consent is prohibited. Confidentiality obligations apply beyond the end of the contractual relationship.

§16 Termination and Exit

16.1 Base mandates have a minimum term of 12 months. Ordinary termination requires 3 months’ written notice to the end of a calendar month. Termination before the end of the minimum term does not release the Client from payment obligations for the remaining minimum term.

16.2 Once a development module has commenced (confirmed in writing and first payment received), the following applies upon Client-initiated termination: work completed to date is invoiced at the applicable rate; the initial payment (50%) is non-refundable; any additional costs incurred to that point are payable in full; deliverables completed to that point remain with UR until full payment is received, after which usage rights transfer to the Client for completed portions.

16.3 Project pauses of up to 30 days may be agreed in writing without financial consequence. Pauses beyond 30 days, or unilateral pauses initiated by the Client without agreement, may result in reactivation fees and timeline adjustment. UR reserves the right to reallocate resources during unagreed pauses.

16.4 Annual service fees are non-refundable upon termination before the end of the service year. Ordinary termination of recurring services requires 3 months’ written notice before the end of the annual period.

16.5 Both parties reserve the right to terminate the contract without notice in cases of material breach. UR may terminate without notice in cases of sustained payment default (more than 30 days overdue after reminder), serious breach of confidentiality, or conduct that materially undermines the working relationship.

§17 Dispute Resolution

17.1 If disputes arise in the course of or following an engagement, an extrajudicial mediation process must be attempted before initiating legal proceedings.

17.2 Where relevant, external expert opinions may be obtained to assess quality disputes or determine compensation. Costs are shared equally between the parties.

17.3 The requirement for mediation does not apply in cases of payment default.

§18 Final Provisions

18.1 These Terms apply only to the extent permitted by applicable law in specific circumstances.

18.2 The Client may not transfer claims arising from the contract to third parties without UR’s written consent.

18.3 Should any provision of these Terms be wholly or partially invalid, or become invalid, the remaining provisions remain in full force. The invalid provision shall be replaced by a provision that most closely achieves the intended commercial purpose.

18.4 The invalidity of one provision does not affect the validity of the remaining provisions.

18.5 Where replacement provisions cannot be agreed or are legally impermissible, statutory provisions apply.

*United Reality ORG GmbH · Eiswerderstraße 17H · 13585 Berlin · HRB 175326 B Amtsgericht Berlin Charlottenburg ·
Managing Director: Anna J. Adler*