Terms (AGB)

1. Scope and provider

These general terms and conditions apply to all present and future services of Cevelar Technologies UG (haftungsbeschränkt), Kolonnenstraße 8, 10827 Berlin, Germany (“Provider”), rendered under the flagmeier.engineering brand or otherwise by the Provider to businesses within the meaning of § 14 of the German Civil Code (BGB) and to public-law entities (“Client”), unless expressly agreed otherwise in writing.

Conflicting or additional terms of the Client do not become part of the contract unless the Provider expressly consents in text form. These terms also apply if the Provider performs the service without reservation while aware of conflicting terms.

Consumers within the meaning of § 13 BGB are not contracting parties under these terms. There is therefore no statutory right of withdrawal for distance contracts.

2. Subject matter

Services may include consulting, engineering, test planning and validation related to high-voltage battery systems as well as associated technological consulting, concept and implementation work. The precise scope, timeline and remuneration follow from the offer, order confirmation, statement of work or a comparable agreement.

Unless expressly agreed as a contract for work (Werkvertrag), the Provider performs services as a service contract (Dienstvertrag). A specific commercial outcome is owed only if expressly agreed in writing.

3. Offers and conclusion of contract

Offers by the Provider are non-binding unless expressly marked as binding. A contract is formed by written or text-form confirmation by the Provider, by countersignature of an offer, or by commencement of performance.

4. Client cooperation

The Client shall promptly and free of charge provide all information, documents, access, contacts and work results required for performance and shall take decisions requested by the Provider without culpable delay.

Delays, extra effort or quality issues caused by missing, incomplete or late cooperation are the Client’s responsibility and may lead to schedule shifts and an appropriate adjustment of remuneration.

5. Fees and payment

Unless otherwise agreed, work is billed on a time-and-materials basis at the agreed rates or as a fixed price according to the offer. Travel time, travel and incidental costs are charged separately where agreed or reasonably incurred.

All prices are exclusive of statutory VAT where applicable. Invoices are — unless otherwise agreed — payable within 14 days of the invoice date without deduction.

In case of default the Provider may claim statutory default interest and the lump-sum compensation under § 288 BGB and may withhold further services until payment is received.

6. Dates

Dates and deadlines are binding only if expressly agreed as binding. Force majeure, strike, infrastructure failure, illness and other circumstances beyond the Provider’s control extend deadlines appropriately. The Provider will inform the Client without delay of foreseeable delays.

7. Place of performance

Services may be performed at the Provider’s registered office, at the Client’s premises, remotely or in a hybrid model. The agreed delivery model applies. Place of performance for payments is Berlin.

8. Intellectual property

Methodologies, tools, templates, software, know-how and pre-existing work of the Provider remain with the Provider. Upon full payment the Provider grants the Client a simple, non-exclusive right to use work specifically created under the engagement for the contractually intended purpose, unless expressly agreed otherwise.

Disclosure to third parties, sublicensing or publication requires the Provider’s prior consent in text form, unless strictly necessary for the contractually intended purpose.

9. Confidentiality

Each party shall treat the other party’s confidential information strictly confidentially, use it solely for contract performance and protect it with reasonable care. The obligation continues for three years after the end of the contract and, for trade secrets within the meaning of the German Trade Secrets Act, for as long as statutory protection lasts.

10. Liability

The Provider is liable without limitation for intent and gross negligence and for injury to life, body or health. In case of simple negligence the Provider is liable only for breach of essential contractual obligations (cardinal duties); in that case liability is limited to foreseeable, typical contract damage.

Liability for slightly negligent breaches of non-essential duties is excluded. Liability for indirect damage, lost profit or production downtime is — to the extent permitted by law — excluded unless caused by intent or gross negligence. Mandatory statutory liability, in particular under the German Product Liability Act, remains unaffected.

Where liability is excluded or limited, this also applies to the Provider’s bodies, legal representatives, employees and vicarious agents.

11. Data protection

The Provider processes personal data in the course of contract performance in accordance with the privacy policy on flagmeier.engineering. Where the Provider processes personal data on behalf of the Client, the parties will conclude a data processing agreement pursuant to Art. 28 GDPR if required.

12. Changes to these terms

The Provider may amend these terms at any time for future contracts. For ongoing contracts, changes will be notified in text form. If the Client does not object within four weeks of receipt and has been expressly informed of this consequence, the amended terms are deemed accepted. If the Client objects, the contract continues on the previous terms; the Provider may then terminate with 14 days’ notice if continuing on the old terms is unreasonable.

13. Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods and conflict of laws rules. Place of jurisdiction for all disputes arising from or in connection with the contractual relationship is — where legally permitted — Berlin.

Amendments and supplements to the contract require text form. This also applies to any waiver of this form requirement. If individual provisions are invalid, the validity of the remaining provisions shall not be affected.

Last updated: 14 September 2026