GTC

General Terms and Conditions of Octavus Office & Service Berlin GmbH

General provisions

§ 1 Scope of application and performance

1. the General Terms and Conditions apply to all contracts with customers (consumers and entrepreneurs, §§13, 14 BGB), legal entities under public law and special funds under public law (hereinafter referred to as the customer) to whom Octavus Office & Service Berlin GmbH (hereinafter referred to as Octavus) has to provide services.

2 Octavus provides the following services, depending on the specific contractual relationship: The provision of lockable office space, the provision of a virtual office, a postal address, a company headquarters or law firm headquarters, the provision of conference rooms as well as extensive office-typical services and secretarial work such as mail and telephone service. A detailed list of typical office services can be found in § 9. The office is located at Leipziger Platz 15 in 10117 Berlin. The services are provided there.

3 These General Terms and Conditions supplement the contract concluded by Octavus with its customer. Should contradictions arise between the General Terms and Conditions and the contractual provisions, the provisions of the contract shall apply.

4. the customer is not entitled to register companies at the address Leipziger Platz 15 without the consent of Octavus and without a valid contract. Furthermore, it is prohibited to register further sub-companies without consent and a contract.

§ 2 Commencement, duration and termination of the contract; notice

1. the contractual relationship begins at the time agreed in the contract. If no such date has been agreed, the contractual relationship begins with the handover of the office space to the customer or the provision of services by Octavus. The contractual relationship runs for the minimum term agreed in the contract. If the contract is not terminated by either party after the minimum term has expired, the contract is automatically extended until the end of the following month. The contractual relationship can be terminated with the notice period agreed in the contract at the end of the minimum term or the extended term. The date of receipt of the notice of termination by Octavus is decisive. Notice of termination must be submitted in writing by e-mail or by registered letter, observing the above notice period.

2. ordinary termination is not permitted before the end of the minimum term. The right to terminate the contract at any time without notice for good cause remains unaffected. Good cause shall be deemed to exist in particular if

a. the customer is in arrears with the payment of the monthly service fee or a not insignificant part of the service fee for two consecutive payment dates or

b. the customer is in arrears with an amount that is higher than the monthly service fee or

c. the customer is in arrears with the payment of the security deposit and this has not been paid even after a warning by Octavus or

d. insolvency proceedings have been applied for against the customer's assets, such proceedings have been opened, their opening has been refused for lack of assets or the customer has made a declaration in lieu of an oath.

If Octavus terminates the contract for cause, the Customer shall continue to pay the service fee until proper delivery is made. Further claims of Octavus remain unaffected.

3. after termination of the contract, the address Leipziger Platz 15 may no longer be used. The customer must immediately arrange for a re-registration and change of the postal and business address in the commercial register, trade register, website and business letters. Octavus can demand proof from the customer.

§ 3 Remuneration, payment terms, prices

1. the monthly service fee together with all additional monthly services mentioned in the contract are charged monthly and in advance - usually 10 days before the end of the month - for the following month. Services and consumption costs used that are not covered by S.1 are billed monthly in arrears. Invoices are sent to the customer by e-mail. All of the above costs are subject to statutory value added tax.

2. the customer agrees that all payments due will be collected by monthly SEPA direct debit by the payment service provider Stripe. The customer gives Octavus a corresponding direct debit order for direct debits. If the customer is granted the right by Octavus to make payments by bank transfer, the customer must ensure that the outstanding amounts are credited to the Octavus account by the due date at the latest. A monthly administration fee of €10.00 is due for bank transfers. If the SEPA direct debit is selected as the payment method and the account is not covered by Octavus when the direct debit is due or if the direct debit is revoked, Octavus is entitled to charge a fee of €10.

3. regardless of the actual collection date, the customer's contractually agreed obligation to pay the full monthly service fee shall commence on the contract start date specified in the contract.

4. payments are only deemed to have been made when they are credited to the account specified by Octavus.

5 All Octavus prices are exclusive of statutory VAT. If no prices are stated in the contract, the current Octavus price list applies.

§ 4 Set-off, Right of Retention, Reduction

1. the customer may only offset claims from existing contractual relationships with Octavus with undisputed or legally established claims. He is only entitled to rights of retention if they are recognized or legally established.

2. the customer is not permitted to assert a right of reduction by means of a deduction from the contractually owed service fee. This also applies to the period after termination of the contract and after return of the premises. Possible enrichment claims of the customer due to overpayment of fees remain unaffected by this.

§ 5 Liability and insurance

1 Octavus is only liable for damages for which Octavus is responsible; Octavus is not obliged to pay compensation for damages due to material defects for which Octavus is not responsible (§ 536a Para. 1 Alt. 1 BGB is excluded in this respect).

2. In addition, claims for damages by the customer, including those from pre-contractual obligations and unlawful acts, can only be asserted if they are based on intent or gross negligence on the part of Octavus or its vicarious agents or on the negligent breach of an essential contractual obligation by Octavus or its vicarious agents or on a negligent breach of duty by Octavus or its vicarious agents leading to injury to life, limb or health or on the absence of a warranted characteristic of the contractual object (office space) or on a mandatory statutory liability of Octavus or its vicarious agents, or on a negligent breach of duty by Octavus or its vicarious agents or on the absence of a warranted characteristic of the contractual object (office space) or on a mandatory statutory liability of the landlord or its vicarious agents or if and insofar as Octavus insurance is liable for the damages. Unless otherwise agreed in the contract, the liability of Octavus is limited to the amount and scope of the liability insurance it has taken out, unless it, its legal representatives or its vicarious agents are guilty of intent or gross negligence. All limitations of Octavus' liability for culpably caused damages contained in the contract - if applicable also in other places - do not apply to damages resulting from injury to life, body or health as well as in the event of a breach of essential contractual obligations and non-compliance with warranted characteristics. In this respect, Octavus is liable without limitation for intent and negligence.

3 Octavus is not liable for damages incurred by the customer due to the use of the Business Center by other customers, third parties or visitors in violation of the contract or due to theft, unless Octavus has grossly negligently or intentionally failed to take the necessary measures to prevent the damage or theft. Furthermore, Octavus is not liable for damage caused by a failure of the data security facilities or the computer system as a whole, insofar as this is due to an event of force majeure, including disruptions caused by a labor dispute on the part of Octavus.

4 The customer is obliged to handle the facilities of the Business Center and the conference and office units with care. Any damage caused by him, his employees or his visitors must be reported to Octavus immediately. The customer is liable for such damage.

5. the customer is not entitled to reduce the rent or/and to claim damages if ventilation, heating or cooling systems at Octavus fail or are not fully functional for reasons for which Octavus is not responsible.

6 Octavus is not responsible for the content of such contractual services that Octavus provides exclusively in the name and on behalf of the customer.

§ 6 Confidentiality, Antitrust/Non-Solicitation

1 Octavus undertakes to treat all knowledge gained with its customers as confidential. All information provided by the customer serves to fulfill the order. The contracting parties undertake to comply with the applicable data protection regulations, in particular the EU General Data Protection Regulation (GDPR). The provisions applicable to Octavus are regulated in the order data processing contract and are provided to the customer separately. Separate declarations are provided for professional groups that are subject to special confidentiality and non-disclosure obligations.

2. the customer is not granted any protection against competition.

3. the parties are mutually prohibited from directly or indirectly offering employment to employees of the other party who provide services within the scope of the existing contractual relationship during the term of the contract and for a period of 6 months after termination of the contract. In the event that an employee is successfully enticed away, the party in breach of the non-solicitation clause must pay a contractual penalty amounting to half of the employee's gross annual salary. The half annual gross salary to be quantified for the contractual penalty is determined by 6 times the monthly gross salary that the employee receives in the month in which the non-solicitation clause is breached. This does not apply if the enticement or the submission of an offer was previously approved by the other party.

§ 7 Security Deposit

1. the amount to be paid as security is due for payment to Octavus on the day the contract begins. Unless otherwise agreed between the parties, the customer is in default of payment of the security deposit at the end of the day on which the contract commences. The amount of the security deposit is specified in the contract.

2. the security deposit serves as security for all present and future claims that Octavus is entitled to from and in connection with the service contract against the customer.

3 Octavus can satisfy its due claims from the security deposit during the term of the contract. In this case, the customer is obliged to replenish the security deposit to the original amount within 14 days upon request by Octavus.

4. should the amount of the monthly separately invoiced services exceed 50% of the security deposit, Octavus is entitled to demand an increase in the security deposit. The increase is limited to the amount necessary to ensure that the security deposit does not exceed 50% of the security deposit.

5 If the contractual relationship is terminated and Octavus is not entitled to any further claims arising from and in connection with the contractual relationship, the security deposit will be repaid without interest no later than 30 days after termination of the contract.

6. octavus has a right of retention to the security deposit until proof of the re-registration and change of the customer's business address in the commercial register, trade register, website and business letters has been provided.

7 Octavus manages the security deposit in a separate account. In order to cover administrative costs, interest is not owed.

§ 8 Default, exclusion from the use of the Business Center

1. the customer shall be in default of payment in accordance with § 3 clause 1 after the expiry of 7 days after receipt of the invoice.

2. if the customer is in arrears with the payment of the monthly service fee in an amount that exceeds the security deposit owed or the security deposit itself or the increased amount of the security deposit, Octavus is entitled to exclude the customer from using the Business Center and the office unit (in the case of office rental) until the arrears have been settled. In this case, Octavus is also entitled to discontinue all services for the customer with immediate effect. This includes, among other things, the suspension of mail and telephone reception. Octavus is not liable for damages incurred by the customer due to the discontinuation of the service.

§ 9 Office-Related Services

The following services are offered in accordance with the packages selected in the contract:

1. postal services: Mail addressed to the customer will be accepted and handled in accordance with the requirements specified by the customer in a separate customer questionnaire. If Octavus receives more than 30 items of mail for the customer in one day, the customer will pay a handling fee of €5.50; Octavus will not accept items weighing more than 5 kg, longer than 50 cm and with a volume of more than 0.03 cubic meters; Octavus has the right, without giving reasons, (a) to destroy all mail or other items that have not been collected for more than 20 days, unless Octavus has been informed of the reasons for non-collection and has accepted the longer storage period. After termination of the contractual relationship, Octavus employees will refuse to accept mail of any kind.

2. telephone services: The customer receives his own central telephone line (subject to a charge) either with automatic forwarding or with personal call answering (costs according to the package selected or by individual arrangement). If calls are answered personally during telephone hours Mon-Fri 9:00-17:30 (excluding public holidays and special closing times on December 24 + 31 of a year), 39 calls per month are included. Any additional calls will be charged at €1.20 plus VAT. Outside of telephone hours, either an answering machine can be switched on or a telephone forwarding can be set up. If Octavus provides the customer with additional telephone lines at his request, these are to be paid for separately. Telephone charges for forwarded or transferred calls will be charged to the customer. The customer undertakes to enter all employees involved in the customer questionnaire. This information is authoritative for the reception staff and only this data is stored in the system. The customer shall independently ensure that the customer's employee data entered in Octavus is kept up to date.

3. office services such as administrative and support services, admin support, courier services, conference room bookings etc. are provided on weekdays between 8:30-18:00 (excluding public holidays and special closing times on 24 + 31 December each year) and are charged according to Octavus' current price list. The additional services can be ordered in advance. Octavus does not guarantee that the corresponding additional services will be available.

4. conference rooms can be booked subject to availability between 9:00-18:00 (excluding public holidays and special closing times on December 24 and 31 of each year). Bookings outside opening hours can be granted by arrangement.

§ 10 Obligations of the customer

1. the customer is prohibited from sending or delivering harmful, dangerous or bulky items to the Octavus office or arranging for them to be sent or delivered.

2. the customer is prohibited from engaging in immoral or unlawful transactions.

§ 11 Use of Office and Conference Rooms

The following applies to the rental of office and conference rooms:

a) They are to be used exclusively for office use,

b) They are to be left in the condition in which they were found; the customer must inform Octavus immediately in writing of any damage caused by the customer himself and his employees and visitors,

c) The customer is responsible for any damage caused by himself, his employees and visitors,

d) Within the common areas of the premises, the interests of other users must be taken into consideration,

e) The office and conference rooms are to be used exclusively by the customer and, in particular, may not be sublet.

§ 12 Input tax deduction

1. the customer undertakes to use the office space provided to him under the contract or the services used exclusively for the performance of services which do not exclude the deduction of input tax by the customer.

2. he further undertakes to always provide Octavus, upon request at any time and without delay, with those documents which enable Octavus to fulfill its obligation to provide evidence to the tax authorities in accordance with § 9 Para. 2 UStG. In this respect, Octavus can demand from the customer the submission of those documents and/or declarations that the tax authorities responsible for him demand from him.

3. should circumstances arise at the customer or be assumed by the tax authorities in the course of a tax audit that affect the admissibility of the VAT option of Octavus, the customer is obliged to inform Octavus of this immediately.

4. insofar and as long as the tax authorities apply a harmless de minimis limit - also recognized by the tax courts - with regard to the concept of „exclusive“ use for transactions that do not exclude the deduction of input VAT, this de minimis limit also limits the concept of exclusivity in the above provisions (see Section 9.2 UStAE).

5. should the customer violate the obligations according to 1. to 3. the customer must pay Octavus full and interest-bearing compensation if and insofar as Octavus cannot or cannot fully claim input tax deductions or input tax deductions claimed are not recognized or reclaimed by the tax authorities, as well as reimburse all consequential damages incurred by Octavus as a result (in particular all legal and tax consultant costs and interest on arrears according to § 233a AO) and other disadvantages. If the customer's breach of the obligations according to 1. to 3. results in a refund of the VAT paid on the rental service in favor of Octavus due to the VAT exemption, the VAT amount refunded by the tax authorities as well as any interest on the refund (§ 233a AO) is to be offset against the damages of Octavus.

§ 13 Miscellaneous

1. the customer's rights under this agreement are not transferable.

2. the service contract and these contractual terms and conditions contain the exclusive contractual provisions of the parties. Previous contractual regulations are hereby canceled. Deviations are only effective if they are confirmed in writing by Octavus.

3. several persons as customers shall be jointly and severally liable for all obligations arising from the same contractual relationship.

4 The customers authorize each other to make and receive declarations affecting the contractual relationship, subject to written revocation, which must be declared to Octavus. A revocation of the power of attorney only becomes effective for declarations made after receipt of the revocation. Although a declaration by Octavus that affects all customers of the same contractual relationship must be addressed to all customers, it is sufficient for its legal validity if it is made to one of the customers of the contractual relationship. This power of attorney also applies to the acceptance of notices of termination from Octavus; it does not apply to the issuing of notices of termination by a customer and to contract termination agreements.

(5) Should a provision of the Business Connect Agreement or these provisions be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. Instead, the invalid or unenforceable provision shall be replaced by a provision that comes as close as possible to what the contracting parties intended to achieve economically with the provision it replaces. The same applies to the filling of any gaps in the contract.

6. this contract shall be governed exclusively by German law.

Special provisions

The General Terms and Conditions also apply to the following contractual relationships. The following provisions supplement the previous General Terms and Conditions.

A. For Business Connect Contracts, Virtual Contracts, Company Headquarters (Firmensitze), and Law Firm Headquarters (Kanzleisitze)

Subject Matter of the Contract

1. the subject of the contract is the use of a virtual office. This enables the use of the address Leipziger Platz 15 as a postal address with extensive office-typical services (§8 of the General Terms and Conditions).

2 Depending on the scope of the package booked, the contract may also include the registered office or registered office of the law firm. In this case, the contract entitles you to use the address Leipziger Platz 15 as your business address and to register and report it to the relevant chambers of commerce.

B. For Service Contracts regarding the Provision of Office Spaces

§ 1 Subject Matter of the Contract

The subject of this contract is the provision of office space for the exclusive use of the customer. The communal areas (such as corridors, kitchen, conference rooms, reception, sanitary facilities), on the other hand, are available to all customers of the Office Center for shared use. Octavus reserves the right to impose restrictions.

§ 2 Services, use of the Octavus Business Center

1. the customer has the right to use the Business Center at the location and to those services that are offered in or in connection with the fully equipped office units specified in the service contract under clause 5 of the service contract. The customer is aware that he is not entitled to an exclusive right to use all services provided by Octavus on a floor or partial floor, but that his right in this respect only concerns the respective office unit consisting of individual rooms within a Business Center. The services offered in the other facilities not covered by a right in the aforementioned sense (corridors, reception, conference rooms, kitchens, sanitary facilities) are available to all customers jointly. The customer must therefore show consideration for the other customers of the business center and refrain from disturbing the operations of other customers or Octavus.

2. the customer is entitled to pursue his business activities in the Business Center. Other activities require the prior written consent of Octavus. The performance of illegal activities in the Business Center is prohibited. The customer must comply with all laws, ordinances, directives, other regulations and administrative decisions relating to his business operations and obtain any necessary permits himself.

3. the Business Center is accessible to office customers 24 hours a day all year round. The office hours of the Business Center are Mon-Fri 08:30 - 18:00, with the exception of public holidays and special closing times on December 24 and 31 of each year.

4 Octavus is responsible for the measures required for the contractual use of the services, in particular the maintenance of the technical equipment, as well as the cleaning of the common facilities of the Business Center and the office unit. The customer is not permitted to clean the office unit using their own cleaning staff or commissioned third parties. Octavus is entitled to enter the office premises at any time to carry out services, inspect technical equipment, carry out repairs and necessary conversion work, on the occasion of inspections with potential follow-up customers as well as to avert danger and in the event of suspicion of a misdemeanor or criminal offense based on sufficient factual evidence.

5 Octavus is entitled to assign the customer another office unit within the Business Center at any time, which corresponds in type, size and equipment to the office unit originally assigned to him for use, provided that the customer's business operations are not or only slightly impaired as a result. In this case, all provisions of this contract shall continue to apply to the newly assigned office unit.

6 The customer is not authorized to make structural changes. Any change to the equipment, including the furnishings, as well as the installation of additional technical equipment requires the consent of Octavus.

7. the attachment of pictures, banners or other objects in the windows or on the walls of the Business Center or the office unit requires the consent of Octavus. The customer must observe the provisions of the house rules for the Business Center as amended.

8 The customer is not permitted to use office services in the Business Center other than those provided by Octavus. In particular, the customer is not entitled to have telephone, fax or internet connections switched himself.

9 The customer is prohibited from smoking in the Business Center.

§ 3 Graduated fee, ancillary costs

1. the service fee shall increase by up to 7 % of the last service fee after the expiry of 12 months from the start of the contract or the last adjustment. The increase in the service fee occurs automatically without the need for notification by Octavus.

2 The service fee covers the following services:

a) the upkeep and maintenance of the office unit, including the inventory, as well as ancillary building costs (administration, cleaning, lighting, electricity, water, waste water, building insurance, property taxes) and

b) the maintenance of communal facilities such as reception, corridors, sanitary facilities. The heating and hot water costs are not covered by the service charge. These are allocated to the office tenants in accordance with the provisions of the Heating Costs Ordinance.

§ 4 Insurance

1. the customer is obliged to take out adequate liability insurance for damage to the building for which he is responsible, including the facilities of the Business Center and the conference and office units, as well as damage to the physical integrity, in particular the life and limb of third parties.

2. he must also insure the items he has brought into the premises to an appropriate extent against the main risks of fire, lightning, explosion, electrical damage, theft, vandalism, water damage, frost damage, robbery, storm damage, hail and smoke. The insurance must also cover damage to third parties, in particular their rights to restoration, including any claims for compensation due to disruption of the use of the affected object and business activity, as well as claims for reimbursement of expert costs.

3. to enable Octavus to verify compliance with the above obligations, the customer is obliged to send confirmation from the insurer at the request of Octavus, stating the number of the policies, the duration of the insurance contracts, the details of the insured risks, the sums insured and the payment of the insurance premiums. Furthermore, the customer is obligated to maintain the insurance policies during the term of the service contract, in particular to regularly pay the premiums owed and to prove the latter upon Octavus' request by submitting suitable documents.

§ 5 Termination of the service contract, lien

1. at the end of the contract, the customer must vacate the Business Center and hand over all locking devices to Octavus. The customer must inform Octavus immediately of any loss of locking devices; the customer bears the costs of replacing keys and any necessary replacement of locks. The office unit and the inventory are to be handed over in good condition. The customer shall be responsible for any deterioration due to wear and tear as a result of use. This includes cleaning the floor and painting work. All damage to the office or in the office operating area that occurs beyond normal, contractual use must be repaired. This includes in particular the repair of furniture damaged by the tenant. If repair is not possible, the tenant must replace the damaged furniture.

2. if the contractual relationship is terminated without notice, the rooms rented by the customer must be vacated and returned to Octavus within 3 days of receipt of the notice of termination. All items brought in by the customer are to be removed. After expiry of the aforementioned eviction period, Octavus may enter the rooms without giving reasons. If the premises are not vacated after the expiry of the 3-day eviction period, Octavus can have them vacated and use them for other purposes. The costs for eviction and storage of the customer's items are borne by the customer.

3 Octavus is entitled to offset the costs required to restore the contractual condition against the security deposit.

4. if the customer does not make use of the Business Connect service at the end of the contract term, Octavus shall cancel the customer's direct extension and return mail items intended for the customer to the respective sender at its own discretion.

5 Octavus assumes no liability for items left behind in the Business Center. Rather, Octavus is entitled to sell or dispose of these items for the account of the customer by private sale if they are obviously worthless.

6 Octavus is entitled to a contractual lien for all claims against the customer resulting from the contractual relationship on the items brought into the premises of the Office Center by the customer and owned by the customer. Octavus is entitled to sell the pledged items in the open market if the customer defaults on claims arising from the contractual relationship after the end of the contractual relationship.

The customer accepts these terms and conditions by signing the main contract.

Status 11/2025