General Terms and Conditions

Provider: Tactical Management AT GmbH, Vienna. Commercial register: Commercial Court Vienna FN 637162d. Managing Director: Dr. Raphael Nagel. Version 1.0, as of 2026-05-25.

Preamble

The provider renders qualified advisory and consulting services in the fields of Kampnagel Industries: autonomous defence systems for land, air, and maritime theatres; advisory and strategy services for the security and defence industry. Services are rendered on the basis of individual mandates, order confirmations, or engagement letters; the following General Terms and Conditions form the contractual framework unless otherwise individually agreed. They reflect the specific character of services rendered — what is owed is the professional performance of the activity, not a particular outcome.

§ 1 Scope and contracting parties

(1) These General Terms and Conditions (hereinafter “GTC”) apply to all contracts for advisory, advisory, coaching, training, conceptual, analytical, and other services between Tactical Management AT GmbH (hereinafter “Provider”) and the client (hereinafter “Client”).

(2) The GTC apply to consumers within the meaning of § 13 BGB and to entrepreneurs within the meaning of § 14 BGB. Where provisions apply exclusively to one of the two groups, this is indicated. The primary target group is business clients.

(3) Deviating, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract unless the Provider expressly agrees to their validity in writing. This applies even if the Provider performs the service without reservation while being aware of deviating conditions.

(4) In the event of contradictions between these GTC and an individual engagement letter or order confirmation, the individual agreements shall prevail.

§ 2 Subject matter — service without obligation of success

(1) The subject of the contract are the advisory and consulting services specified in the engagement letter, the order confirmation, or any other individual mandate.

(2) The contract is a service contract within the meaning of § 611 ff. BGB. The Provider owes the professional performance of the agreed activity in accordance with the recognised state of the respective discipline; a particular economic, legal, or other outcome is expressly not owed.

(3) The Provider is entitled to freely determine the persons engaged for performance, provided their professional qualifications match the agreed activity. The Client has no claim to performance by a specific person unless a named assignment has been expressly agreed.

(4) The Provider does not render legal advice within the meaning of the German Legal Services Act (RDG), tax advice within the meaning of the German Tax Advisory Act (StBerG), or investment advice within the meaning of the German Securities Trading Act (WpHG), unless expressly otherwise agreed and appropriately qualified personnel are engaged.

§ 3 Conclusion of contract

(1) Offers, cost estimates, and service descriptions of the Provider are non-binding unless expressly marked as binding.

(2) The contract is concluded by corresponding declarations of intent — regularly through acceptance of an engagement letter, through express order confirmation, or through commencement of service activity at the Client's request.

(3) The Provider reserves the right to refuse orders without stating reasons, in particular in the case of conflicts of interest, of justified doubts as to the Client's identity or solvency, of suspected money laundering or sanctions violations, and of orders that are incompatible with the Provider's professional or ethical principles.

(4) The Provider is entitled, before commencing the engagement, to carry out identification and due diligence obligations pursuant to the German Money Laundering Act (GwG) as well as a conflict check.

§ 4 Client's duties to cooperate

(1) The Client shall provide the Provider with all information, documents, and access required for performance in a timely, complete, and accurate manner.

(2) The Client shall designate a responsible contact person with sufficient decision-making authority and ensure their availability to the agreed extent.

(3) Delays, additional expenses, or defective results that result from a breach of the duty to cooperate shall not be borne by the Provider. The Provider is entitled to invoice additional expenses arising therefrom according to the agreed hourly rates — or, in the alternative, at customary market rates.

(4) The Client warrants that the information, data, and documents provided to the Provider are free of third-party rights or that the Client holds the rights required for use within the scope of the engagement.

§ 5 Remuneration and payment

(1) The remuneration agreed in the engagement letter or the order confirmation shall apply. It may be agreed as a fixed fee, as a time fee at hourly rates, as a retainer, or as a combination of these models. All fees are stated in euro plus statutory value-added tax and any disbursements.

(2) Disbursements, travel, accommodation, and other project-related expenses shall be invoiced separately; travel time shall be remunerated at the agreed hourly rates unless otherwise agreed.

(3) The Provider is entitled to demand an advance payment in reasonable amount — regularly 30 % of the anticipated total fee. For longer-term engagements, invoicing shall take place monthly or upon agreed milestones.

(4) Invoices are due for payment without deduction within 14 days from receipt. If a business Client defaults on payment, default interest of nine percentage points above the base rate (§ 288 (2) BGB) shall be owed, together with the lump sum pursuant to § 288 (5) BGB. For consumers, the statutory provisions apply.

(5) In the event of default in payment, the Provider is entitled to suspend further performance until all outstanding claims have been settled in full. Resulting delays shall not be borne by the Provider.

§ 6 Performance, location, and subcontractors

(1) Performance shall take place, at the Provider's discretion, at the Provider's premises, at the Client's premises, at a location agreed with the Client, or remotely. The Provider is entitled to use suitable electronic communication and collaboration tools.

(2) Dates and deadlines are non-binding indications unless expressly agreed as binding. Binding dates presuppose the timely fulfilment of all of the Client's duties to cooperate.

(3) The Provider is entitled to engage employees, freelancers, subcontractors, and external experts for performance. The Provider remains responsible for professional performance; no prior consent of the Client to the engagement of specific subcontractors is required.

§ 7 Confidentiality

(1) The contracting parties undertake to treat all confidential information of the other party obtained in connection with the mandate as confidential, to use it exclusively for purposes of the mandate, and not to disclose it to third parties without prior written consent. This shall also apply after termination of the contractual relationship.

(2) Excluded is information that demonstrably (a) is or becomes publicly known without fault of a contracting party, (b) was lawfully known to the receiving party prior to commencement of the mandate, (c) was obtained from third parties without obligation of confidentiality, or (d) must be disclosed pursuant to statutory, official, or judicial order.

(3) The Provider is entitled to refer to the existence of the business relationship in anonymised form (industry, size category, type of mandate) for reference purposes, unless otherwise expressly agreed. A reference by name shall only be made with the Client's prior consent.

(4) Subcontractors and engaged experts shall be bound to confidentiality by the Provider in the same manner.

§ 8 Exclusion of right of withdrawal

(1) For service contracts with consumers concluded by means of distance communication or outside business premises, the statutory right of withdrawal lapses upon complete performance of the service pursuant to § 356 (4) BGB, provided that the Provider has commenced performance after (a) the consumer has given express consent thereto and (b) at the same time confirmed their knowledge that the right of withdrawal is lost upon complete performance of the contract by the Provider.

(2) Upon placing the order, the Client expressly requests immediate commencement of performance and confirms having received notice in text form of the foregoing consequence — lapse of the right of withdrawal upon complete performance — prior to conclusion of the contract. These declarations are obtained separately in the order process or the engagement letter.

(3) To the extent the right of withdrawal has not already lapsed pursuant to paragraph 1, the consumer shall, in the event of withdrawal after commencement of performance, pay the Provider the amount corresponding to the proportion of services performed up to the time of withdrawal compared to the overall scope of the services agreed (§ 357a (2) BGB).

(4) No right of withdrawal exists vis-à-vis entrepreneurs within the meaning of § 14 BGB in any event.

§ 9 Exclusion of cancellation and refund

(1) Voluntary cancellation of the mandate or a voluntary refund of fees already paid is excluded. Services already rendered are in any event subject to remuneration.

(2) In the case of agreed fixed fees, the Provider retains the full remuneration where the service has already been rendered in full. In the case of partial performance, the Provider is entitled to pro-rata remuneration for the activity rendered plus reimbursement of expenses; advances already paid shall not be refunded to the extent they have been consumed by services rendered.

(3) In the event of a short-notice cancellation of agreed appointments — within 48 hours before the agreed date — the Client shall owe a cancellation lump sum amounting to 100 percent of the fee agreed for the appointment or the corresponding time fee.

(4) The right to extraordinary termination for cause (§ 11 of these GTC) shall remain unaffected.

§ 10 Defects and disruptions

(1) Defects in the services rendered shall be notified to the Provider without undue delay, at the latest within fourteen days of becoming aware, in text form, specifying the actual defect. § 377 HGB shall apply accordingly to business clients.

(2) In the event of justified and timely notice of defects, the Provider shall remedy the service to the necessary extent free of charge. If subsequent performance fails, the Client may, after unsuccessful expiry of a reasonable grace period, reduce the remuneration owed pro rata; any further right of rescission and claims for damages exist only within the scope of statutory provisions and subject to the liability provision in § 12.

(3) No liability for defects exists insofar as complaints are based on faulty, incomplete, or late information from the Client, on a breach of duties to cooperate, or on subsequently changed circumstances.

(4) Consumer-specific rights regarding defects shall remain unaffected to the extent mandatorily required by law.

§ 11 Contract term, termination, and rights of use

(1) Contract term and ordinary termination. Mandates are agreed for a fixed term, on a project basis, or as ongoing service relationships. Ongoing service relationships may be ordinarily terminated by either party with one month's notice to the end of the month, unless otherwise agreed. Project-based mandates end upon complete performance of the agreed service.

(2) Extraordinary termination. The right to extraordinary termination for cause (§ 626 BGB analogously) remains available to both parties. In the event of extraordinary termination for which the Client is responsible, the Provider retains the claim to the agreed remuneration less saved expenses (§ 615 BGB analogously).

(3) Work results and rights of use. Upon full payment of the agreed remuneration, the Client receives a simple, non-transferable, and non-sublicensable right of use to the work results created within the scope of the mandate, limited to the internal purposes of the Client defined in the mandate. All rights going beyond this — in particular reproduction, distribution, public accessibility, modification, and commercial exploitation vis-à-vis third parties — remain with the Provider and require separate written agreement.

(4) Pre-existing know-how, methods, tools, templates, models, and other auxiliary materials of the Provider remain the Provider's exclusive property; the Provider is entitled to use them for other mandates as well. The Provider is furthermore entitled to make free use of general findings, methodological, and industry experience obtained within the scope of the mandate insofar as this is possible without disclosing confidential Client data.

(5) Prior to full payment of the agreed remuneration, the Client has no right of use to the work results. Premature use is prohibited.

§ 12 Liability

(1) The Provider is liable without limitation for intent and gross negligence as well as under the provisions of the Product Liability Act.

(2) For slight negligence, the Provider is liable only for breach of material contractual obligations (cardinal obligations), the fulfilment of which makes proper performance of the contract possible in the first place and on the observance of which the Client may regularly rely. In such cases, liability is limited in amount to the damage typically foreseeable under the contract, but not exceeding the net fee agreed in the mandate, or, in the alternative, the fee paid to the Provider in the last twelve months for the mandate in question.

(3) Liability for damages arising from injury to life, body, or health remains unaffected.

(4) Any further liability — in particular for lost profit, lost savings, consequential damages, indirect damages, reputational damages, or third-party claims — is excluded to the extent legally permissible.

(5) Recommendations, assessments, forecasts, evaluations, and strategy proposals of the Provider are based on the information available at the time of performance and on generally recognised professional methods. No guarantee is given for the occurrence of specific results, successes, returns, market developments, or procedural outcomes.

§ 13 Specifics for business clients

(1) Vis-à-vis entrepreneurs, withdrawal and cancellation are entirely excluded. Services already rendered are in any event subject to remuneration.

(2) Set-off and rights of retention are available to the business Client only insofar as their counterclaims are undisputed or have been established with legal force.

(3) The business Client shall indemnify the Provider internally against all third-party claims arising from inaccurate, incomplete, or late information from the Client, from a breach of their duties to cooperate, or from non-contractual use of the work results.

§ 14 Data protection

Personal data of the Client — including data collected for the fulfilment of identification and due diligence obligations under anti-money-laundering law — are collected and processed exclusively within the framework of statutory provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). To the extent the Provider processes personal data on behalf of the Client within the scope of the mandate, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR. Details are governed by the Provider's privacy notice at https://kampnagel.co/en/privacy.

§ 15 Dispute resolution

(1) The European Commission provides a platform for online dispute resolution (ODR), accessible at https://ec.europa.eu/consumers/odr.

(2) The Provider is neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.

§ 16 Final provisions

(1) The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods. For consumers, this choice of law applies only insofar as the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer has their habitual residence.

(2) The exclusive place of jurisdiction for all disputes arising from this contractual relationship with business clients is Vienna. The Provider is also entitled to bring action at the Client's general place of jurisdiction.

(3) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall take the place of the invalid or unenforceable provision.

(4) Amendments and supplements to these GTC and to individual mandate agreements require text form. This also applies to the waiver of the text form requirement itself.