1. These General Terms and Conditions (GTC) apply to services offered by AuthoriseMe GmbH, Austraße 34, 35745 Herborn, Germany (hereinafter 'Supplier') as part of the on the online platform 'AuthoriseMe', available at: portal.authoriseme.eu (hereinafter referred to as the 'Web Portal'), and which the Client accepts by concluding a contract.

2. The client and/or companies associated with it in accordance with §§ 15 ff. of the German Stock Corporation Act (Aktiengesetz/AktG) are, among other things, obliged to act as producers or distributors in accordance with the Extended Producer Responsibility (EPR).

3. Under the Extended Producer Responsibility (EPR), producers or distributors in particular are held responsible for the entire life cycle of a product, including collection and recycling.

4. "Order" refers to the contractual relationship without regard to the respective type of contract, i.e. regardless of whether it is a contract to produce a work, a service contract or any other contract.

5. These GTC shall apply exclusively. Any differing, conflicting or supplementary terms and conditions of the Client shall only become part of the contract if and to the extent to which the Supplier has expressly agreed to their validity in writing.

6. If any individual written agreements exist between the parties (including additional agreements, supplements, amendments or additions) which differ from or contradict the provisions of these GTC, those individual provisions shall take precedence. With regard to the ranking of the various individual provisions, Section XIV (4) shall apply.

1. The subject matter of the contract is the Supplier's Authorisation Service. The Authorisation Service includes the mediation, organisation and coordination of authorisation representative solutions within the scope of the Client's EPR obligations for and on behalf of the Client by the Supplier.

2. The extent to which the Client uses the Supplier's Authorisation Service is regulated separately for each country by means of a country package individualised and selected by the Client (hereinafter referred to as the 'country package') and the associated national authorisation agreements for and on behalf of the Client (hereinafter 'subcontracts'), which are required under the respective national law to fulfil the Client's EPR obligations. Depending on the selection made by the Client, it is possible that several subcontracts with different prices may have to be concluded in order to implement a country package, in particular if different product categories are to be processed within the Authorisation Service.

3. These GTCs solely provide the framework for the country packages offered and implemented independently of one another.

4. The Supplier shall provide the services for which it is responsible on its own authority and shall be free to choose the hours and location of work and the selection and deployment of its personnel. No employment relationship shall be established between the Client and the Supplier and no such relationship is intended to be established.

5. The Supplier shall be entitled to commission third parties (hereinafter referred to as 'commissioned third parties') to fulfil the contract. Commissioned third parties may be, for example, companies affiliated with the Supplier, experts, auditors or lawyers in accordance with §§ 15 ff. of the German Stock Corporation Act (Aktiengesetz/AktG). If the commissioning of a third party results in additional costs for the Client and unless otherwise provided for in the respective subcontracts, the commissioning of the respective third party shall only take place after the Client has given his consent. Consent must at least be given in text form by e-mail.

6. The Supplier shall be entitled to commission third parties (hereinafter referred to as 'Subcontractors') to wholly or in part perform the tasks and service obligations incumbent upon the Supplier. Subcontractors shall be paid exclusively by the Supplier. No direct contractual relationship shall be established between any Subcontractors and the Client. In this regard, any references contained in these GTC to the Supplier shall also apply to Subcontractors.

1. If the Client wishes to receive a service offered as part of the Authorisation Service, the Client must first create a Client Account, to which the account terms and conditions apply and can be accessed at https://account.authoriseme.eu/terms. Once logged in, the Client selects the Authorisation Service on the Web Portal. The Client is then taken through the ordering process, where they must provide various information required for the execution of the order.

2. As part of the order process, the Client selects its customised country packages and the services that the Supplier is to provide. To do this, the Client first selects a country for which they would like to order the Authorisation Service, and then specifies which product categories and quantities the Authorisation Service should cover. Based on the information provided by the Client, they will be assigned to a size category. They can then also add further country packages.

3. Assignment to a size category is based on the information provided by the Client. As a rule, a distinction is made between the size categories S, M, L and XL, for which different prices apply. The expected quantities placed on the market by the client, depending on the product category, are particularly important for the initial assignment to a size category.

4. During the selection process, the unit prices of the respective services, packages and size categories, as well as the total amount, are displayed. The Client can remove the selected services at any time by clicking on the delete button in the overview.

5. If the Client wishes to purchase the selected country packages and services, they click on the corresponding checkout button and are taken to the checkout. The checkout also displays a summary of the order. In the checkout, the Client follows the instructions there and selects a payment method via the payment service provider 'Stripe'. Further information and the terms of use for 'Stripe' are available at https://stripe.com/legal/consumer; Stripe's privacy policy is available at https://stripe.com/de/privacy. The Client then agrees to these GTC and the data privacy policy and then clicks on the payment button. Depending on the Client's selection, this either triggers a real-time payment or generates an invoice. The order for the selected services as part of the Authorisation Service is completed by clicking the payment button. By clicking the payment button, the Client submits a binding offer.

6. After completing the order, the Client will receive an e-mail with the invoice and a confirmation e-mail. Depending on the service or product ordered, the Client will receive further information by e-mail about the further course of the service provision.

7. Depending on the information provided by the client about their company, it may be necessary to provide individual advice on the Supplier's range of services. This is particularly the case if the Client places large quantities or certain product categories on the market and is classified, for example, in the size category XL. In this case, the Client is requested to request an individual offer from the Supplier by clicking on the corresponding button. The Supplier will then contact the Client with an individual offer. In the case of such an offer, the contract is not concluded on the Web Portal.

1. The Supplier mediates, organises, coordinates and ensures the conclusion of subcontracts on the basis of the individualised country packages. This includes, in particular:

a. Mediation of a suitable authorised representative according to the country package,

b. Assignment of an authorised representative according to the country package,

c. Passing on information on reporting conditions and deadlines for the EPR obligations applicable to the Client in accordance with the country package,

d. Coordination and organisation between the appointed authorised representative and the Client,

e. The Supplier provides the Client with initial information about content and procedure of its Authorisation Service.

f. If the Supplier provides the Client with information on the latter's legal obligations for each country package in accordance with Section IV. (1) c, it shall do so on the basis of the data provided to it by the authorised agents or third parties. In this case, the Supplier acts as a messenger and is not responsible for the content and correctness of the information provided.

g. The information provided in c., e. and f. does not constitute advice on behalf of the Supplier. Upon request, the Supplier can arrange for a consultant on the legal design and practical implementation of further EPR obligations according to the Country Package and, taking into account Section II (6), commission such consultant.

2. The Supplier selects commissioned third parties to the best of its knowledge and belief. The Supplier is not responsible for mistakes made by these commissioned third parties. In particular, the economic success of these service providers is neither owed nor guaranteed.

3. The Supplier shall provide the Client with electronic copies of concluded subcontracts by country package.

4. The Supplier is entitled to pass on the Client data to commissioned third parties as well as to authorities and third parties commissioned by the Client.

5. In cases where there is no obligation to follow instructions, but there is disagreement between the parties, the Supplier reserves the right to decide.

6. The Supplier is entitled to accept payment for the third parties it commissions, as well as for third parties and authorities commissioned by the Client. The Supplier shall manage the money and settle up with the parties. The Supplier shall issue an invoice to the Client in this regard.

7. The Supplier shall be entitled to transfer this contract to another company within the group of companies affiliated in accordance with §§ 15 ff. of the German Stock Corporation Act (Aktiengesetz/AktG) at any time. The Client shall be informed immediately of any change in the contractual party.

1. The Client grants the Supplier a legal power of representation ('power of attorney') for the proper execution of the order. The current version of the power of attorney can be downloaded from the following link: General POA sample (PDF). For the legally valid appointment of an authorised representative, some of the countries selected by the Client require a certified and, where applicable, apostilled power of attorney. The certification can be carried out online via a partner service and its partner notaries; the partner's terms and conditions are available at https://platus.com/agb. Alternatively, the Client may have the certification carried out independently by a notary of their choice or another authorised body.

2. The Client is obliged to provide the Supplier with all documents necessary for the performance of its activities that relate to this agreement or the subcontracts within the period specified by the Client, to provide the Supplier with all necessary information and to notify the Supplier of all events and circumstances that are relevant for the performance of the agreement (hereinafter referred to as 'Reporting Data'). This applies both to reporting data that has been expressly requested by the supplier and to information that has not been expressly requested, insofar as this is relevant for the execution of the order and this is recognisable to the Client with due diligence. The above also applies to documents, processes and circumstances that only become known during the Supplier's work.

3. By granting the power of attorney, the Client ensures that the Supplier is authorised to conclude and execute the subcontracts. The power of attorney can only be revoked for the future.

4. When accepting the GTC, the Client is aware that the Supplier, by means of the power of attorney, concludes the subcontracts on his instructions and exclusively in the name of the Client.

5. The Client is obliged to report the quantities of EPR products it has placed on the market in the countries of its choice, either itself or through third parties, on the basis of the respective national laws.

6. If the Client reports the quantities himself to the dual system of a country, he is obliged to inform the Supplier within a period of two (2) weeks from the date of the report and to provide proof. The Supplier shall provide information on the content and form of the proof.

7. The Client must ensure that, if it uses an agent, the obligation to provide information and evidence is transferred to the agent if the agent carries out reports for the Client.

8. The report pursuant to Section V. (6) includes an annual report in most EU countries. The Client is obliged to provide the Supplier with information on the annual quantity and its licence costs to the dual system within two (2) weeks of submitting the report, accompanied by comprehensible, complete and correct documentation. The required documentation depends on the individual countries. The Supplier forwards the specifications for the annual report and the documentation received from the third parties commissioned in the respective countries to the Client as soon as the data transfer is due.

9. The Client is obliged to notify Supplier immediately of any changes of address and contact information.

10. The Client guarantees that he will fulfil obligations that he can only perform personally within a deadline given by the Supplier.

11. If requests from authorities are addressed to the Client, the Client is obliged to inform the Supplier immediately.

1. This agreement is concluded for an indefinite period and comes into force upon the sending of the confirmation e-mail by the Supplier.

2. Either party may terminate this agreement with three (3) months' notice to the end of the year. If this contract is terminated, the authorisation contracts concluded under this agreement shall also be terminated automatically within the respective notice period. Insofar as an agreement with an authorised representative cannot also be terminated within the period of the GTC, the duration of this agreement shall be extended in line with the duration of the subcontracts.

3. Both parties have the right to terminate the agreement without notice for good cause. The Supplier is particularly entitled to terminate the agreement without notice if the Client breaches a material obligation under this agreement (in particular, obligations of cooperation, information or payment). The termination becomes effective after a notice setting a deadline has been issued and the deadline has expired without success.

4. The cancellation can be made in writing by email.

5. In the event of a price adjustment of the subcontracts, Supplier must inform the Client at least four (4) weeks before the price adjustment comes into effect, provided that it has been informed itself. The Client is granted the right to instruct the Supplier to terminate the contracts subject to a price adjustment in accordance with the termination rights. The instruction must be issued to the Supplier no later than four (4) weeks after notification to the Customer. The instruction must be in text form (e.g. by email).

6. In the case of an agent constellation, if the contract between the Client and its agent is terminated, the Client has the right to choose whether to continue the contract with the Supplier or to terminate it within the contractual notice periods. The Client must exercise this right of choice no later than two (2) weeks before the termination date of the contract between the Client and the agent. In the event of extraordinary termination of the contract between the Client and its agent, the Client must exercise its right of choice without undue delay.

7. If the contract between the agent and the Client is terminated, the Supplier shall also have the right to choose whether to terminate or continue the contract with the Client. The deadline for exercising this right is two (2) weeks from the time the Supplier becomes aware of the termination of the contract between the Client and its agent. Should the Client no longer report to the Supplier after the termination of the contract between the Client and its agent, the Supplier reserves the right to extraordinary termination.

8. Should these GTC be extraordinarily terminated, the authorisation agreements concluded under this agreement shall also be extraordinarily terminated automatically.

9. The termination of individual subcontracts has no effect on these GTC.

10. If the power of attorney is revoked, this only has an effect on future contracts. All contracts concluded on the basis of the power of attorney granted up to this point in time remain in force and are effective. A revocation requires the written form. In the event that the power of attorney is revoked, the Supplier reserves the right to extraordinary termination.

1. The Authorisation Service is free of charge. Costs only arise when the country package is selected, and a size category is assigned.

2. The fee is set out in the individual country packages, which can be viewed in the price overview and are agreed separately for each country according to the selected country package and size category. Other costs that are not service costs within the meaning of the country package, such as licence fees, charges, levies, taxes or similar, are not included in the respective flat-rate prices of the country package and will be charged additionally.

3. The fees listed in the price overview for the respective country packages reflect the expected costs based on the information provided by the Client at the time of the conclusion of the contract. Should further country packages be added at a later date or should the actual quantities reported differ so much from the quantities expected at the time of booking that the Client is to be classified in a higher size category, the then applicable fees and charges may differ from the current rates. In particular, in the event of reclassification to a higher size category, the corresponding prices of the size category now applicable shall apply. The prices are set out in the respective subcontracts.

4. The fee shall be payable within 14 calendar days of the invoice date and is exclusive of the applicable statutory VAT. Invoices shall be issued electronically.

5. A different payment term may be agreed in the individual subcontracts.

6. All payments shall be made to the Supplier, unless the Supplier expressly notifies the Client of a different payment recipient.

7. The Supplier shall be entitled, upon the granting of a specific authorisation order, to invoice an appropriate advance payment, calculated on the basis of the cost estimate, for the expected remuneration of the commissioned third parties and authorised representatives under the subcontracts and to make the commencement or continuation of the work dependent on its immediate payment. The advance payment shall be due as soon as the Client has selected a corresponding country package.

8. The final invoice will be issued at the end of the calendar year on the basis of the annual report submitted by the respective country. If the Supplier incurs additional expenses due to a deviating quantity report by the Client, these additional expenses will be invoiced to the Client in accordance with the respective subcontracts.

9. In the event of a price change, Section VI (5) shall apply.

10. In the event of default of payment by the Client, the Supplier is entitled to charge interest on arrears and any reminder fees on behalf of the commissioned third parties. The amount depends on the usual %-points above the 6-month EURIBOR interest rate of the respective country package and is regulated separately in the subcontracts. In addition, the Client shall reimburse all costs, expenses and cash outlays necessary for appropriate prosecution and collection.

11. The Supplier is entitled to assert any monetary claims resulting from the country packages of the commissioned third parties against the Client.

1. All property rights and copyrights to the works created by the Supplier, their employees or commissioned third parties (in particular: offers, reports, analyses, expert opinions, organisational plans, programmes, performance specifications, drafts, calculations, drawings, data carriers etc.) shall remain with the Supplier. Unless otherwise agreed, the Client may use them solely for the purposes within the scope of the contract during the contractual relationship and after its termination. The Client shall not be entitled to reproduce, distribute and/or make the work(s) publicly available to third parties without the Supplier's express consent. Under no circumstances shall an unauthorised reproduction/distribution of the work(s) give rise to any liability whatsoever on the Supplier's part towards third parties – in particular with regard to the accuracy of the work(s).

2. The Client shall not be granted any licences and other rights or titles – of any kind whatsoever – by means of the contractual relationship; this shall in particular include rights to names, patents, utility models and/or trademarks as well as other industrial property rights, which shall not be granted by means of the contractual relationship, nor shall a corresponding obligation to grant the Client such rights result from it.

1. The Client shall not be entitled to wholly or in part cede the rights and obligations arising from the contract or parts thereof to third parties without the Supplier's prior written consent.

2. The Supplier shall be entitled to transfer their rights and obligations from the contractual relationship to third parties, in particular to companies affiliated with them as set forth in AktG § 15 (Aktiengesetz/German Stock Corporation Act).

1. The Supplier and the Client shall both maintain full confidentiality and shall only disclose to third parties any information, data and documents made available to them both before, during and after the termination of the present contract in order to perform said contract to the extent necessary to (i) perform this contract, (ii) take out an insurance policy, (iii) assert any claims under this contract or (iv) for legal reasons. Companies affiliated with the parties to the contract as set forth in AktG § 15 (Aktiengesetz/Stock Corporation Act) shall not be considered third parties within the meaning of this contract.

2. Prior to using specific work results of the contractual services for advertising purposes, whether wholly or in part, the Client shall obtain the Supplier's written consent. This shall also apply to the use of industrial property rights such as the Supplier's trademarks or logos. Consent shall be obtained in writing for each individual use.

1. The parties undertake to comply with the statutory data protection requirements. The Supplier's data protection information is available at: https://authoriseme.eu/privacy-policy/.

1. For the duration of this agreement, the Supplier shall be responsible for concluding legally binding contracts within the scope of its factual and legal possibilities. If a subcontract does not materialise through no fault of the Supplier, the Supplier shall be released from its obligation to fulfil the corresponding country package.

2. If a subcontract is terminated due to the fault of the Client, the Supplier shall be released from its obligation of the corresponding country package.

3. If the Client fails to fulfil his obligations to cooperate in accordance with sections V and VII by providing incorrect, inaccurate, incomplete or delayed explanations, information or payments, the Client shall compensate the Supplier for the resulting damages.

4. The liability of the parties and the warranty rights shall otherwise be governed by the statutory provisions, unless otherwise provided for in the following provisions.

5. The Supplier shall have unlimited liability in the event of intent and gross negligence, for injury to life, limb or health, under the provisions of the German Product Liability Act (Produkthaftungsgesetz), to the extent of a guarantee assumed by the Supplier, and for material contractual obligations.

6. The Supplier shall not be liable for any further damages. In particular, the Supplier shall not be liable if the Client does not achieve a specific economic outcome as a result of the Supplier's performance.

7. In the event of a slightly negligent breach of an obligation that is essential to achieving the purpose of the contract, the Supplier's liability shall be limited to the amount of damage that is foreseeable and typical for the type of transaction in question.

8. The Supplier is not liable for errors or omissions in the information provided in the price overview displayed during the ordering process. The Client acknowledges that the price overview of the Country Packages is for reference purposes only and that any discrepancies will be clarified for the selected Country Package when the final contract for the respective subcontract is agreed. Should the actual fees for a selected package be higher than stated due to an error, the Client has the right to terminate the country package with immediate effect.

1. The Supplier reserves the right to change the present GTC if and where this is necessary for de jure or de facto reasons, in particular for reasons of the security of the service provision and where such changes can be deemed to not be unreasonable for Client. The Supplier shall notify the Client of the changes and their timing well in advance, i.e. no less than six (6) weeks prior and by e-mail.

2. If the Supplier is unable to meet a deadline due to legal or regulatory obligations or due to imminent threats in connection with data protection and/or cyber security risks, the Supplier shall be authorised to make changes to the GTC even at short notice.

3. In the event of changes to the GTC, the Client shall be entitled to terminate this agreement. Notice of termination may be given from the date of notification that the GTC are to be changed to the date on which the changes to the GTC are due to take effect. If the Client terminates these GTC in due time during the current business year, this agreement shall continue to be valid under the previous conditions until the end of the respective year and the termination shall become effective at the beginning of the next business year. If no notice of termination is submitted in due form and time, the amended GTC shall apply from the effective date.

4. The Supplier shall inform the Client of their entitlement to terminate the contract and of the implications by e-mail before changing the GTC.

1. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.

2. In the event of discrepancies in translations of these terms and conditions, the German version shall prevail. The same applies to the interpretation of these terms and conditions.

3. The exclusive – and international – place of jurisdiction for all disputes arising between the Client and the Supplier is, to the extent permitted by law, Cologne, Germany.

4. The contractual relationship between the Client and the Supplier shall be governed exclusively by the provisions of these GTC. In the event of any contradictions between these GTC, the subcontracts with the country packages, the power of attorney and (if available) the agency agreement, the following order of precedence shall apply in principle, while any gaps shall be closed by subordinate documents:

a. The respective subcontracts with the associated country package,

b. the GTC,

c. the power of attorney,

d. (if available) the agent contract.

Due to the international design of the contracts, the above order of precedence does not apply to the choice of law and choice of jurisdiction provided for in the individual contracts.

5. Should one or more provisions of these terms and conditions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of these terms and conditions and their remaining provisions.

6. The written form within the meaning of this agreement is also preserved when using software with an electronic signature (e.g. Adobe 'DocuSign') in accordance with the will of the parties.