1. Application Area 1.1 These General Terms and Conditions (GTC) of XLever GmbH i. G. (“XLever”) apply exclusively to persons who are not consumers within the meaning of Section 13 of the German Civil Code (BGB). 1.2 The customer accepts the exclusive applicability of these General Terms and Conditions to business transactions with XLever. Any general terms and conditions of the customer shall not apply unless XLever expressly agrees to their applicability in text form. 1.3 Deviating or supplementary agreements may be agreed individually between the parties. Such agreements require text form unless a stricter form is required by law. 1.4 The current General Terms and Conditions are available at www.xlever.ai.

2. Conclusion of Contract 2.1 Before preparing an offer or concluding a contract, XLever may conduct a scoping or initial assessment in order to understand the customer’s objectives, commercial situation, available data, organizational circumstances and relevant dependencies. 2.2 If an offer from XLever is expressly described as non-binding, a legally effective contract is concluded only once the customer places an order and XLever accepts that order. 2.3 If an offer is not designated as non-binding, the contract becomes legally effective upon acceptance by the customer within the acceptance period stated in the offer. If no acceptance period has been specified, the offer may be accepted within four weeks from the date of the offer. 2.4 Where XLever uses third parties, subcontractors or external experts in providing the agreed services, such persons do not become contractual partners of the customer unless expressly agreed otherwise. 2.5 Declarations material to the conclusion or amendment of a contract must be made in text form.

3. Subject of the Contract 3.1 The nature and scope of the services to be provided by XLever are defined in the respective offer, statement of work, project description or other contractual documentation agreed between the parties. 3.2 XLever provides strategy, advisory, analytical, capability-building and related consulting services, particularly in the areas of Revenue Growth Management, pricing, portfolio and pack-price architecture, mix management, promotion management, trade terms, commercial strategy and related organizational or analytical topics. 3.3 Unless expressly agreed otherwise, consulting services constitute services and not the achievement of a specific commercial, financial or operational result.

4. Performance Dates and Delays 4.1 The parties will agree relevant project dates, milestones and delivery dates in text form. 4.2 XLever is not responsible for delays caused by force majeure, official measures, technical disruptions, circumstances within the customer’s area of responsibility, delayed provision of information or data, changes to the agreed scope or other circumstances beyond XLever’s reasonable control. 4.3 If XLever is in default with a material contractual obligation, the customer shall grant XLever a reasonable period for subsequent performance before exercising a right of withdrawal, insofar as legally required.

5. Changes in Performance 5.1 XLever reserves the right to make minor changes or extensions to the agreed services where these do not materially affect the purpose or value of the engagement. 5.2 Changes requested by the customer which go beyond the agreed scope will be evaluated jointly by the parties. 5.3 Any material changes to scope, deliverables, timing, staffing or effort must be agreed in text form and may result in adjustments to fees and project timelines.

6. Customer Obligations to Cooperate 6.1 The customer shall provide XLever with all information, documents, data and other materials necessary for the proper performance of the agreed services. 6.2 The customer shall inform XLever without undue delay of any material changes in circumstances, assumptions, objectives, company information or contact information that may affect the engagement. 6.3 The customer shall ensure that information and data provided to XLever are, to the best of its knowledge, complete and accurate. 6.4 The customer shall provide XLever with reasonable access to relevant employees, stakeholders, systems, data sources and subject-matter experts where this is necessary for the engagement. 6.5 The customer shall appoint sufficiently qualified representatives who are authorized to provide required information and make relevant project decisions. 6.6 The customer is responsible for ensuring that it has the necessary rights and permissions to provide XLever with any data, documents or other materials made available during the engagement.

7. Failure to Cooperate 7.1 If the customer fails to fulfil a material obligation to cooperate, XLever may request the required cooperation and specify a reasonable deadline. 7.2 Delays or additional effort resulting from incomplete or delayed cooperation by the customer may result in corresponding adjustments to project timelines and additional fees. 7.3 In the event of repeated or material failure by the customer to cooperate, XLever may, after reasonable notice and subject to applicable law, suspend performance or terminate the respective engagement for good cause.

8. Prices, Fees and Costs 8.1 All prices stated by XLever are net amounts and are subject to applicable statutory value-added tax where applicable. 8.2 The agreed remuneration is based on the respective offer or contractual documentation. 8.3 Where no fixed remuneration has been agreed, services will be invoiced based on the actual time spent and the applicable fee rates. 8.4 Cost estimates and budget indications are non-binding unless expressly agreed otherwise. 8.5 Additional services or additional effort caused by changes requested by the customer, incomplete information, additional analysis or circumstances outside the originally agreed scope may be invoiced separately. 8.6 Reasonable travel expenses and other project-related expenses may be charged separately where agreed or where necessary for performance of the engagement.

9. Terms of Payment 9.1 XLever will invoice the agreed remuneration in accordance with the respective offer or contractual agreement. 9.2 Unless otherwise agreed, invoices are due for payment within seven days of receipt without deduction. 9.3 Payment shall be made by bank transfer to the account specified on the invoice. 9.4 Any objections to an invoice must be submitted to XLever in text form without undue delay.

10. Intellectual Property and Rights of Use 10.1 Until full payment of the agreed remuneration, all deliverables and work results provided by XLever remain the property of XLever insofar as legally possible. 10.2 Unless otherwise agreed, upon full payment the customer receives a non-exclusive right to use the final deliverables created specifically for the customer for its own internal business purposes. 10.3 All rights to pre-existing materials, methods, methodologies, frameworks, models, templates, tools, benchmarks, concepts, know-how, algorithms, analytical approaches and reusable components of XLever remain with XLever. 10.4 The same applies to improvements, developments or adaptations of such pre-existing XLever materials created in the course of the engagement. 10.5 Preliminary work, drafts, working documents and intermediate results remain the property of XLever unless expressly agreed otherwise. 10.6 The customer may not commercially distribute, sublicense, publish or transfer XLever materials to third parties unless expressly agreed in text form.

11. Default of Payment 11.1 If the customer is in default with payment obligations, XLever may, after reasonable notice, suspend further performance until outstanding amounts have been paid. 11.2 Statutory default interest and any other rights available under applicable law remain unaffected. 11.3 XLever reserves the right to claim further damages resulting from late payment.

12. Notification of Defects 12.1 The customer shall review deliverables within a reasonable period following delivery. 12.2 Any identifiable material defects or deviations from the agreed scope shall be communicated to XLever in text form without undue delay. 12.3 XLever shall be given a reasonable opportunity to correct material defects for which XLever is responsible.

13. Customer Cooperation in Corrective Measures 13.1 The customer shall provide all information and cooperation reasonably necessary for XLever to assess and, where applicable, correct a reported defect. 13.2 If the reported issue is not attributable to XLever, additional work required for analysis or correction may be invoiced separately at the applicable fee rates.

14. Liability 14.1 XLever shall be liable without limitation for damages resulting from intent or gross negligence and for damages resulting from injury to life, body or health in accordance with statutory provisions. 14.2 Mandatory statutory liability, including liability under applicable product liability law, remains unaffected. 14.3 In cases of slight negligence, XLever shall only be liable for the breach of material contractual obligations whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the customer may regularly rely. 14.4 In such cases, liability shall be limited to the foreseeable damage typical for the contract. 14.5 XLever shall not be liable for decisions or actions taken by the customer on the basis of incomplete, incorrect or outdated information supplied by the customer or third parties. 14.6 XLever shall not be responsible for achieving specific financial, commercial or operational results unless such results have expressly been contractually guaranteed. 14.7 To the extent legally permissible, any further liability is excluded.

15. Offsetting The customer may offset claims against claims of XLever only where the customer’s claims are undisputed, legally established or arise from the same contractual relationship.

16. Consulting Projects and Deliverables 16.1 The parties shall define the scope, objectives and expected deliverables of a consulting project in the respective offer or project documentation. 16.2 Deliverables may include, among other things, analyses, strategies, recommendations, models, frameworks, benchmarks, dashboards, simulations, business cases, playbooks, presentations, training materials, workshops and capability-building activities. 16.3 XLever may adapt the structure, methodology or format of individual deliverables where this serves the agreed objective and does not materially reduce the agreed scope. 16.4 Unless expressly agreed otherwise, customer decisions relating to pricing, commercial strategy, promotions, trade terms, portfolio decisions, implementation or other business measures remain the sole responsibility of the customer. 16.5 Recommendations provided by XLever are based on the information, data, assumptions and circumstances available at the time of the analysis.

17. Data, Analyses and Models 17.1 Where XLever performs analyses based on customer data, the quality and reliability of the resulting analysis depend on the completeness and quality of the information provided. 17.2 XLever is not obligated to independently audit or verify all data supplied by the customer unless expressly agreed. 17.3 Models, scenarios, forecasts, simulations and estimates represent analytical support for decision-making and do not constitute guarantees of future performance. 17.4 The customer remains responsible for reviewing and approving any business decisions based on such analyses.

18. Additional and Follow-Up Services 18.1 Services not included in the agreed project scope, including additional analyses, workshops, capability-building activities, follow-up support or implementation assistance, require a separate agreement. 18.2 Such services may be invoiced on the basis of a separate fixed fee, project fee, retainer or time-and-material basis.

19. Third-Party Services and Tools 19.1 XLever may use third-party tools, data sources, software, external experts or service providers where appropriate for the engagement. 19.2 Unless expressly agreed otherwise, XLever does not guarantee the permanent availability, accuracy or continued operation of third-party services. 19.3 Any separate contractual terms or license conditions of third-party providers remain unaffected.

20. Data Protection 20.1 XLever processes personal data in accordance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and applicable German data protection law. 20.2 Personal data will only be processed to the extent necessary for the execution of contractual relationships, communication, invoicing, legal obligations or other lawful purposes. 20.3 Further information on the processing of personal data is provided in XLever’s Privacy Policy available at www.xlever.ai. 20.4 Contact for data protection matters: Deniz Koc XLever GmbH i. G. Schmiedehof 1 10965 Berlin Germany Phone: +49 152 22410474

21. Confidentiality 21.1 Both parties shall treat as confidential all non-public commercial, technical, strategic and other confidential information obtained in connection with the engagement. 21.2 Confidential information may only be used for purposes connected with the contractual relationship and may not be disclosed to third parties without authorization. 21.3 The confidentiality obligation shall continue after termination of the contractual relationship. 21.4 The confidentiality obligation shall not apply to information that is publicly available, was already lawfully known to the receiving party, was independently developed or must be disclosed due to legal or regulatory requirements.

22. Non-Solicitation During the contractual cooperation and for a period of one year thereafter, the customer shall not actively solicit employees of XLever for employment without XLever’s prior consent, insofar as such restriction is legally permissible.

23. Assignment of Claims The assignment of rights or claims arising from the contractual relationship requires the prior consent of the other party unless otherwise required by law.

24. Right of Retention A right of retention may only be asserted on the basis of claims arising from the same contractual relationship unless otherwise required by mandatory law.

25. Final Provisions 25.1 Changes or additions to these General Terms and Conditions or the respective contract require text form unless a stricter form is required by law. 25.2 If individual provisions of the contract or these General Terms and Conditions are or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. 25.3 The parties shall replace any invalid provision with a legally permissible provision that comes as close as possible to the commercial purpose of the original provision. 25.4 The place of performance is Berlin, Germany. 25.5 To the extent legally permissible, the place of jurisdiction is the registered office of XLever in Berlin, Germany. 25.6 The law of the Federal Republic of Germany applies, excluding its conflict-of-law rules.