General Terms & Conditions

1.1 These General Terms and Conditions ("GTC") govern all contracts between Cat. The Brand Catalyst — Dennis Honold, Pestalozzistraße 25, 22305 Hamburg, Federal Republic of Germany (hereinafter "the Agency") and the respective contracting client (hereinafter "the Client").

1.2 These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB — i.e., natural or legal persons or partnerships with legal capacity acting in the exercise of their commercial or independent professional activity at the time of contract formation. The Agency does not contract with consumers (§ 13 BGB).

1.3 These GTC take precedence over any conflicting terms and conditions of the Client. Client terms and conditions do not become part of the contract unless the Agency expressly accepts them in writing. This applies even if the Agency performs services without reservation in the knowledge of conflicting Client terms.

1.4 These GTC apply to all future contractual relationships between the parties, even if not separately referenced, provided the Client was informed of their applicability upon first contract formation.

"Agency" means Cat. The Brand Catalyst, Dennis Honold, operating as a sole proprietor (Einzelunternehmen) under German law.

"Client" means the contracting party engaging the Agency's services, acting as an entrepreneur (§ 14 BGB).

"Services" means all consulting, strategic, technical, creative, data processing, and management services provided by the Agency under a specific contract, as detailed in the applicable Service Schedule.

"Service Schedule" means the specific scope-of-work document, proposal, or order confirmation agreed between the parties for a given engagement.

"Media Budget" / "Ad Spend" means funds allocated to third-party advertising platforms for the purchase of advertising inventory. Media Budgets are client-owned, paid directly to the respective platform operator by the Client, and are not included in any Agency fee unless expressly stated otherwise.

"Ad Accounts" means advertising accounts on third-party platforms (Google Ads, LinkedIn Campaign Manager, Meta Ads Manager, or similar) used to manage campaigns on behalf of the Client.

"Creative Assets" means any advertising copy, visual design, landing page content, video content, or other creative materials produced by the Agency as part of the Services.

"Campaign Architecture" means the strategic structure of an advertising account, including campaign hierarchy, targeting parameters, audience definitions, keyword lists, negative keyword lists, bidding strategies, and campaign segmentation logic. Campaign Architecture is distinct from Creative Assets.

"Third-Party Platforms" means any external software-as-a-service, advertising platform, CRM system, data enrichment tool, or automation platform used in the delivery of Services, including but not limited to: Google Ads, Google Tag Manager, Google Analytics, LinkedIn Campaign Manager, HubSpot, Fibbler, ZenABM, Sage AppCenter, Slack, and the Agency's proprietary platform Catalux.

"CAT.AI" means the Agency's proprietary artificial intelligence system used to synthesise data, generate strategic analyses, and assist in the production of reports and client-facing deliverables.

"Catalyst Monthly" means the monthly performance report delivered to the Client, synthesised by CAT.AI and reviewed by the responsible Agency strategist before delivery.

"Catalyst Weekly" means the weekly tactical update delivered to the Client.

"Pipeline Influenced" means the attributed contribution of advertising exposure to deal progression within the Client's CRM pipeline, calculated using the Agency's attribution methodology and dependent on data quality provided by the Client.

"Account Warming Score (AWS)" means the Agency's proprietary metric measuring account-level engagement intensity across advertising channels, computed by CAT.AI.

"Textform" means written communication in a readable format that identifies the sender, including email, without requiring a wet signature (§ 126b BGB).

3.1 A contract between the Agency and the Client is formed by: joint signature of a written contract document incorporating or referencing these GTC; or the Agency's written order confirmation (Auftragsbestätigung) in Textform.

3.2 Offers and proposals submitted by the Agency are non-binding (freibleibend) and constitute an invitation to the Client to make an offer, unless expressly marked as binding.

3.3 Verbal agreements, representations, or side agreements require confirmation in Textform by the Agency to be legally binding. This applies equally to modifications of this clause.

3.4 The Agency reserves the right to reject any engagement at its sole discretion prior to formal contract formation, without requiring justification.

4.1 The scope of Services is defined exclusively by the Service Schedule agreed between the parties. The Agency's obligations do not extend beyond what is expressly documented in the Service Schedule.

4.2 The Client may request changes to the agreed scope. The Agency is not obligated to accept such requests. Where the Agency accepts a change request, it will document the change in Textform and is entitled to charge additional remuneration based on time and personnel expenditure required. A scope reduction requested by the Client is also treated as a change and requires the Agency's written consent; the Client remains liable for remuneration already earned.

4.3 Additional services not included in the Service Schedule will be charged separately. This applies in particular to: (a) material not provided in digital, processable form; (b) services requiring engagement of third parties on the Client's behalf; (c) licence management administration; (d) services commissioned outside regular business hours (Mon–Fri, 09:00–18:00 CET); (e) strategic or legal reviews commissioned by the Client; (f) any scope expansion arising from the Client's failure to fulfil its cooperation obligations under Section 5.

4.4 The Agency reserves the right to adapt the specific methods, tools, and sub-tasks used to deliver the Services in response to evolving industry standards, platform policy changes, or best-practice updates. The Agency will notify the Client in Textform of any material change to its delivery methodology.

5.1 The Client appoints a named point of contact (project lead) responsible for all communication with the Agency regarding the Services. Any change to this contact is notified to the Agency without delay.

5.2 The Client is obligated to cooperate actively in the delivery of Services. This includes: (a) providing timely access to all necessary systems, accounts, data, and information; (b) ensuring the accuracy and completeness of all information and materials submitted to the Agency; (c) ensuring the availability of competent personnel for required review cycles and approval steps; (d) providing written approvals for proposed campaigns, creatives, and strategic plans within the timelines specified in the Service Schedule; (e) notifying the Agency promptly of any internal changes that may affect Service delivery.

5.3 Delays in Service delivery caused by the Client's failure to fulfil its cooperation obligations extend agreed deadlines accordingly. Additional costs arising from such delays are borne by the Client.

5.4 The Client warrants that all materials, data, and content it provides to the Agency are free of third-party rights, lawfully obtained, and may be used by the Agency for the purposes of the Services. The Client indemnifies the Agency against all third-party claims arising from a breach of this warranty.

5.5 All documents, data, access credentials, and materials exchanged between the parties in the course of the engagement are treated as confidential, used exclusively for purposes of contract performance, and are not disclosed to third parties. This obligation survives termination of the contract.

6.1 Deadlines for the delivery of Services are binding only if expressly agreed as such in Textform and only when authorised by the Agency's responsible project lead.

6.2 Agreed deadlines extend by the period of any delay caused by: (a) the Client's failure to fulfil cooperation obligations; (b) changes to the agreed scope; (c) issues attributable to Third-Party Platforms outside the Agency's control; (d) Force Majeure events (see Section 15).

6.3 If the Agency is in default of a binding delivery deadline due to circumstances within its control, the Client may grant a reasonable grace period in Textform. Statutory rights of the Client following expiry of such grace period remain unaffected.

7.1 Remuneration is agreed individually per engagement in the Service Schedule. All stated fees are net amounts exclusive of statutory VAT (currently 19% where applicable).

7.2 For fixed-price (Pauschal) engagements, the agreed fee covers the scope described in the Service Schedule. For time-and-materials services, the Agency's current standard hourly rate applies (current rate: €150 net per hour) unless otherwise specified in the Service Schedule.

7.3 Project-related expenses (travel, accommodation, third-party licences, production materials) are reimbursed separately unless the Service Schedule states otherwise.

7.4 The Agency invoices in accordance with agreed billing milestones or, for ongoing retainers, at the end of each calendar month. The Agency is entitled to invoice partial milestones and to demand advance payments (Abschlagszahlungen) for services yet to be rendered.

7.5 Invoices are due for payment within 14 calendar days of the invoice date unless a different term is specified in the Service Schedule. After expiry of the payment deadline, the Client is in default (Verzug) without the need for a further reminder (Mahnung), in accordance with § 286 Abs. 2 Nr. 1 BGB. During default, the Agency is entitled to charge statutory default interest at the rate of 9 percentage points above the applicable base interest rate (§ 288 Abs. 2 BGB) and to claim all costs of enforcement, including reasonable legal fees.

7.6 In the event of payment default, the Agency reserves the right to suspend all Services until all outstanding amounts, including accrued interest, have been settled in full. The Agency will notify the Client in Textform before suspension takes effect. Suspension does not release the Client from its payment obligation.

7.7 The Client may only set off against Agency claims or assert a right of retention if its counterclaims are undisputed or have been established by a court of final instance.

7.8 Disputed invoice amounts must be raised by the Client in Textform within 14 calendar days of receipt of the invoice. Failure to object within this period constitutes deemed acceptance of the invoice amount.

8.1 Contracts for defined one-time engagements (e.g., Foundation Workshop) end upon acceptance of the agreed deliverable or, where no formal acceptance is required, upon completion of the documented scope.

8.2 Recurring retainer agreements may be terminated by either party with 60 days' written notice to the end of a calendar month, subject to any minimum term specified in the applicable Service Schedule or in Part B of these GTC. Notice must be given in Textform.

8.3 Either party may terminate the contract with immediate effect (außerordentliche Kündigung) if: (a) the other party commits a material breach of contract and fails to remedy such breach within 14 calendar days of receiving written notice; (b) the other party becomes insolvent, files for insolvency proceedings, or ceases to trade; or (c) continuation of the contractual relationship would be unreasonable for the terminating party based on circumstances for which the other party is responsible.

8.4 Upon termination, the Client remains obligated to pay all remuneration for Services already rendered or in progress up to the effective termination date. Where the Agency has made advance commitments (e.g., booked production crews, licensed third-party tools, or committed advertising budgets on the Client's instruction), the Client reimburses these costs regardless of termination timing.

8.5 Upon termination, both parties ensure that all access credentials, system accesses, and platform authorisations granted under the contract are revoked or transferred within 14 calendar days of the termination date.

9.1 Upon full payment of all agreed remuneration, the Client receives a simple, non-exclusive, worldwide, time-unlimited licence to use the Creative Assets delivered under the respective contract, for the purposes specified in the Service Schedule.

9.2 Usage rights in Creative Assets are granted only in the final delivered form. No rights are granted to draft materials, working files, raw footage, component elements, or intermediate versions unless expressly agreed.

9.3 Campaign Architecture (keyword lists, audience definitions, campaign structures, bidding logic, account segmentation) remains the intellectual property of the Agency and is not transferred to the Client upon termination, even after full payment. Campaign Architecture constitutes the Agency's proprietary methodology and trade secret.

9.4 Catalyst Monthly and Catalyst Weekly reports, CAT.AI-generated analyses, and Account Warming Score data produced by the Agency are provided to the Client for internal business use only. The Client may not resell, publicly publish, or redistribute such reports or any portion thereof without the Agency's prior written consent.

9.5 All strategic frameworks, attribution methodologies, templates, and tools (including Catalux) developed or used by the Agency remain exclusively the Agency's property. No transfer of or licence to these assets occurs under any engagement.

9.6 The Agency reserves the right to: (a) identify the Client as a reference in appropriate business contexts; (b) archive and use delivered work for the purpose of its own promotion, provided the Client has given prior written approval; (c) enter delivered work in national and international professional competitions.

9.7 Any use of Creative Assets beyond the scope of the licence granted under 9.1 — including territorial expansion, third-party sublicensing, or use after a usage rights restriction has been agreed — requires the Agency's prior written consent. Unauthorised extended use may be charged retrospectively at a licence fee of up to 8% of the Client's expected annual gross revenue from the relevant product or service category.

9.8 Copyright notices affixed to any delivered media may not be removed or altered.

10.1 Both parties undertake to treat as confidential all information received from the other party in the course of the contract that is designated as confidential or that is recognisably confidential by its nature, and to use such information exclusively for the purposes of contract performance.

10.2 Confidential information shall not be disclosed to third parties without the prior written consent of the disclosing party, except to employees or authorised subcontractors who need to know it for the purposes of contract performance and are bound by equivalent confidentiality obligations.

10.3 This obligation does not apply to information that: (a) is publicly known at the time of disclosure without breach of this obligation; (b) was known to the receiving party without confidentiality obligation prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the disclosing party is notified in advance where legally permissible.

10.4 The obligation of confidentiality survives termination of the contract for a period of five (5) years.

10.5 The Agency notes that, in accordance with the current state of technology, it is not possible to prevent all unauthorised reproduction of works — particularly graphics, audio, or audiovisual content — once published online.

11.1 Both parties undertake to comply with all applicable data protection laws, in particular the General Data Protection Regulation (DSGVO/GDPR) and the German Federal Data Protection Act (BDSG).

11.2 Where the Agency processes personal data on behalf of the Client as a data processor within the meaning of Art. 4 No. 8 DSGVO, the parties conclude a separate Data Processing Agreement (AVV) in accordance with Art. 28 DSGVO, which forms an integral part of the respective contract.

11.3 The Client is the data controller (Verantwortlicher) for all personal data processed by the Agency on its behalf. The Client warrants that it has a valid legal basis for transferring personal data to the Agency for processing.

11.4 The Client is solely responsible for its obligations as data controller, including the provision of appropriate privacy notices to data subjects, the maintenance of records of processing activities, and compliance with data subject rights requests concerning data in the Client's systems.

11.5 The Agency processes personal data strictly in accordance with the Client's documented instructions and Art. 29 DSGVO. The Agency will not process personal data for any purpose other than performance of the contracted Services.

11.6 The Agency implements appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or disclosure, including: password-managed access controls, encrypted storage, current antivirus and firewall protection, and VPN-secured remote access.

11.7 Sensitive access credentials are exchanged exclusively through separately secured channels, to which the Client is invited by the Agency via email.

11.8 Upon termination of the contract, the Agency will, at the Client's choice, return or securely delete all personal data processed on behalf of the Client, unless statutory retention obligations require continued storage.

12.1 The Agency is liable without limitation for damage caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), for damage arising from injury to life, body, or health, for damage arising from the absence of a warranted characteristic (zugesicherte Eigenschaft), and in accordance with the Product Liability Act (ProdHG).

12.2 For damage caused by simple negligence (einfache Fahrlässigkeit), the Agency is liable only where a material contractual obligation (Kardinalpflicht) has been breached. In such cases, liability is limited to the foreseeable damage typical of the contract at the time of contract formation.

12.3 The Agency's aggregate liability for damage caused by simple negligence under any single contract shall not exceed the lesser of: (a) the sum insured under the Agency's professional indemnity insurance policy in force at the time of the damaging event (current insured sum: 2M €); or (b) the total net remuneration paid by the Client to the Agency under the affected contract in the 12 calendar months preceding the event giving rise to the claim. For one-time fixed-price engagements, the liability floor shall be no less than the total contract fee paid for that engagement.

12.4 The Agency is not liable for: (a) indirect loss, loss of profit, loss of revenue, or consequential damages, except in cases of intent or gross negligence; (b) loss of data where the damage results from the Client's failure to maintain adequate data backups; (c) results or outcomes outside the Agency's control, including the conversion of leads into commercial revenue; (d) changes to Third-Party Platform policies, algorithms, or targeting parameters where such changes are beyond the Agency's control.

12.5 The Agency does not guarantee or warrant any specific ranking, reach, conversion rate, lead volume, cost-per-lead, return on ad spend, or other performance metric. All projections or estimates provided by the Agency are non-binding and based on conditions prevailing at the time of the proposal.

12.6 These limitations also apply for the benefit of the Agency's employees, agents, and authorised subcontractors.

13.1 The Agency is entitled to engage subcontractors for the performance of all or part of the Services. The Agency will exercise due care in the selection of subcontractors. The Agency is liable for subcontractor acts and omissions as if they were its own.

13.2 When subcontractors are engaged to process personal data on behalf of the Client, they are engaged as sub-processors under Art. 28(4) DSGVO and are bound by data protection obligations equivalent to those in the applicable AVV.

13.3 The Agency's Services depend in part on Third-Party Platforms. The Agency has no control over changes to the features, availability, pricing, terms of use, data policies, or algorithms of Third-Party Platforms. The Agency is not liable for service degradation, account suspension, data loss, or other adverse consequences resulting from Third-Party Platform changes or decisions.

13.4 Ad Accounts are established in the Client's name and remain under the Client's ownership at all times. The Agency operates Ad Accounts under delegated access and does not at any point hold, control, or intermediate Client funds allocated to advertising spend.

14.1 The Client indemnifies the Agency against all third-party claims, including costs of legal defence, arising from intellectual property infringements in connection with the Services, where such infringements are attributable to materials, content, or instructions provided by the Client and are not the responsibility of the Agency.

14.2 The Agency will notify the Client promptly upon becoming aware of any such third-party claim.

15.1 Neither party is liable for failure or delay in performing its obligations under the contract if such failure or delay is caused by circumstances beyond its reasonable control (höhere Gewalt), including but not limited to: power outages, internet service provider failures, strikes, civil unrest, malicious code, natural disasters, pandemic or epidemic, governmental measures, war, or terrorism.

15.2 The affected party will notify the other party promptly and in Textform of a Force Majeure event and its expected duration. Both parties will use reasonable efforts to mitigate the effects of the Force Majeure event.

15.3 If a Force Majeure event continues for more than 60 consecutive days, either party may terminate the contract with immediate effect by written notice, without liability for damages arising solely from the Force Majeure event.

16.1 All amendments and additions to contractual agreements, including this clause, require Textform (§ 126b BGB).

16.2 Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions is unaffected. The parties will replace the invalid provision with a valid provision that comes as close as possible to the economic intent of the invalid provision.

16.3 This contract and all disputes arising from or in connection with it are governed exclusively by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.

16.4 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg, Federal Republic of Germany. The Agency reserves the right to bring proceedings at the Client's place of business.

16.5 Non-solicitation: During the term of the contract and for a period of twelve (12) months following termination, the Client undertakes not to directly or indirectly solicit, recruit, or engage any employee, freelancer, or subcontractor of the Agency with whom the Client came into contact in the course of the Services.

B1.1 Scope and Deliverable — The Foundation Workshop is a one-time, fixed-price engagement with the objective of establishing an integration-ready CRM dataset. The deliverable is a documented, validated identity join confirming that the Client's CRM records are matchable against advertising platform signals.

B1.2 Variants — The standard Foundation Workshop assumes HubSpot CRM. For clients operating on Sage 100 xRM or equivalent ERP-native CRMs, a separate Sage Data Foundation Workshop applies, as documented in the respective Service Schedule.

B1.3 Client Prerequisites — The Client is responsible for: (a) granting the Agency access to the relevant CRM system with sufficient permissions; (b) ensuring that a CRM administrator is available for the duration of the workshop; (c) providing accurate and complete account data; and (d) for the Sage variant: coordination with internal IT for AppCenter add-on installation and export configuration.

B1.4 Acceptance — The deliverable is deemed accepted if the Client does not raise documented, substantiated objections within 10 working days of receiving the Agency's written notification of completion. One revision round is included. Additional revisions are charged separately.

B1.5 Data Processing — For the purposes of the Foundation Workshop, the Agency acts as a data processor (Auftragsverarbeiter) under Art. 28 DSGVO. A Data Processing Agreement (AVV) must be concluded before the workshop commences.

B1.6 Downstream Services — The Foundation Workshop is a prerequisite for full Pipeline Influenced / € attribution in subsequent retainer engagements. Where the Client declines the Foundation Workshop and proceeds to a Performance Retainer, the retainer will commence in Signal Only tier. The Agency's inability to deliver complete attribution data in the absence of a completed Foundation Workshop is not a deficiency in performance.

B1.7 Cancellation — If the Client cancels after the Agency has commenced work, cancellation fees apply based on work completed at the time of cancellation notice, invoiced at the standard hourly rate (§ 7.2). Where the Agency has already performed material components of the scope, the full fixed price remains due.

B2.1 Nature of Service — Performance Retainer engagements are ongoing service contracts for the management of advertising campaigns on third-party platforms, creative production, and (where applicable) CRM-integrated attribution and agentic workflow services.

B2.2 Minimum Term — Dual Mode Retainer: minimum initial term of 3 calendar months. RevOps Domination: minimum initial term of 6 calendar months. Following expiry of the minimum term, the contract continues on a rolling monthly basis and may be terminated with 60 days' written notice to the end of a calendar month.

B2.3 Platform Scope and Account Governance — The Service Schedule specifies which Ad Accounts fall under the contract. The Client confirms that it owns or controls these accounts and grants the Agency delegated access for the duration of the contract. The Client does not transfer ownership of any Ad Account to the Agency.

B2.4 Media Budget — Media Budgets are owned entirely by the Client and are paid by the Client directly to the respective platform operator. The Agency does not intermediate, collect, or process Client funds intended for advertising spend. The Agency's fee covers management services only.

B2.5 Signal Only Tier — Where the Client has not completed a Foundation Workshop, the Performance Retainer commences in Signal Only tier: named account warming signals and channel-level performance metrics are visible, but Pipeline Influenced / € attribution cannot be computed.

B2.6 Reporting — The Agency delivers Catalyst Monthly and Catalyst Weekly reports as specified in the Service Schedule. Reports are produced with the assistance of CAT.AI and reviewed by the responsible Agency strategist before delivery.

B2.7 Creative Assets within Retainers — Creative Assets produced within a Performance Retainer are governed by Section 9 of these GTC. Campaign Architecture produced within a Performance Retainer remains Agency property and is not transferred on termination.

B2.8 LinkedIn Ads — LinkedIn determines ad delivery through its own proprietary algorithm. The Agency has no control over impression distribution, time of day, or ad formats, and does not guarantee any specific impression volume, click-through rate, or Lead Gen Form submission volume. LinkedIn's minimum audience threshold of 300 members applies. Match rates for Matched Audiences are determined solely by LinkedIn. Lead Gen Form data is the sole property of the Client.

B2.9 Attribution Tool Limitations — The 90% attribution accuracy figure referenced in Agency marketing materials reflects historical performance under conditions of clean CRM data and a completed Foundation Workshop; it is not a contractual guarantee. If Fibbler (or equivalent) becomes unavailable, the Agency will propose an alternative attribution approach within 60 calendar days.

B2.10 Governance — Bi-weekly alignment meetings are held as specified in the Service Schedule. The Client confirms all strategic decisions in Textform before implementation. The Client's failure to approve or reject proposed creatives or campaigns within the agreed timeframe authorises the Agency to implement based on its last received instruction.

B2.11 Early Termination During Minimum Term — If the Client terminates the contract during the applicable minimum term without cause, all monthly fees for the remaining months of the minimum term become immediately due and payable upon the effective date of termination notice.

B2.12 RevOps Domination — Additional Provisions — The RevOps Domination tier includes video production services (see Section B3), multi-audience ABM, and agentic AI workflow integration (see Section B4). RevOps Domination requires: (a) a completed Foundation Workshop; (b) a minimum of two to three months' operating history in the Dual Mode Retainer tier; and (c) an active HubSpot CRM in production use with clean pipeline data.

B2.13 Tier Transitions — Upgrade from Dual Mode Retainer to RevOps Domination requires a written amendment to the Service Schedule, agreed by both parties in Textform. The upgrade is effective from the first day of the following calendar month. The original contract term resets to the RevOps Domination minimum term as of the upgrade date.

B3.1 Application — This section applies to all engagements involving the production of image film, case study film, video sales letter, industrial editorial, SME educational series, short-form video content, or any other motion picture deliverable — whether as a standalone contract or as part of a RevOps Domination retainer.

B3.2 Acceptance — Following production, the Agency notifies the Client in Textform that the deliverable is ready for acceptance. The Client reviews and either accepts or raises documented, substantiated defects within 10 working days. Failure to respond within this period constitutes deemed acceptance. One correction round is included in the agreed remuneration. Additional correction rounds are charged separately.

B3.3 Content Releases — The Client assumes sole responsibility for obtaining all necessary releases and consents from individuals appearing in or whose voice is captured in the film, including compliance with DSGVO, the KUG (Kunsturhebergesetz), and any applicable model or location release agreements. The Agency is not liable for any claims arising from the Client's failure to obtain complete and valid consents.

B3.4 Cancellation of Scheduled Production — Cancellation more than 14 calendar days before the scheduled production date: 30% of the agreed production fee. Cancellation 8–14 calendar days before: 50%. Cancellation less than 7 calendar days before: 100%. Pre-committed third-party costs are reimbursed in full in addition to the above.

B3.5 Technical Disruptions — The Agency is not liable for damage caused by technical failures beyond its control (power outages, equipment failure, acoustic interference) or third-party failures (location access denial, non-appearance of agreed interview subjects) that are not attributable to the Agency.

B3.6 Subcontractors in Production — Production crews (directors, camera operators, sound engineers, actors, scriptwriters) are subcontractors within the meaning of Section 13. The Agency selects them with due professional care and is responsible for their performance.

B4.1 Disclosure — AI-Assisted Deliverables — The Client acknowledges and accepts that certain deliverables produced by the Agency — including but not limited to Catalyst Monthly reports, Catalyst Weekly updates, Account Warming Score analyses, and named-account briefings — are generated with material assistance from CAT.AI. All AI-assisted deliverables are reviewed by a qualified Agency strategist before delivery. The Agency does not deliver unreviewed AI output to the Client.

B4.2 Accuracy and Limitations of AI Output — AI-generated analyses are based on data inputs from Third-Party Platforms and the Client's CRM. The accuracy of these analyses is inherently dependent on: (a) the quality and completeness of data provided by the Client; (b) the accuracy of data returned by Third-Party Platform APIs; and (c) the current capability and inherent limitations of AI systems. The Agency does not warrant the accuracy, completeness, or fitness for purpose of AI-generated analyses. The Client makes its own business decisions and does not rely on AI-generated content as a sole basis for material commercial decisions.

B4.3 Data Inputs to CAT.AI — Data processed by CAT.AI is handled in accordance with the Agency's data protection obligations (Section 11 and the applicable AVV). CAT.AI processes only aggregated performance data, account-level signals, and CRM pipeline data as provided by the Client. CAT.AI does not process individual personal data beyond what is strictly necessary for the production of agreed deliverables.

B4.4 Agentic Workflow Integration (RevOps Domination) — Where the RevOps Domination Service Schedule includes agentic AI workflow integration: (a) the Client grants the Agency authorisation to configure automated write-access to the Client's HubSpot CRM and designated communication channels solely for the purposes specified in the Service Schedule; (b) the Client is responsible for reviewing and validating all automated workflow configurations before activation in a production environment; (c) the Agency is not liable for commercial consequences arising from automated workflow actions that have been approved by the Client and executed in accordance with the approved configuration; (d) the Client may at any time instruct the Agency in Textform to pause, modify, or deactivate any automated workflow; (e) all agentic workflow integrations are governed by the applicable AVV.

B4.5 EU AI Act — Classification and Compliance — CAT.AI is an application-layer AI system built on commercially available General-Purpose AI model APIs (including Anthropic Claude and/or OpenAI). It is not itself a GPAI model. For the Agency's application layer: prohibited practices (Art. 5) are not applicable; high-risk AI (Annex III) is not applicable; transparency obligations (Art. 50) are fulfilled through the disclosure in B4.1. Resulting classification: Minimal to limited risk. No conformity assessment, registration, or technical documentation obligations under the EU AI Act apply to CAT.AI as currently deployed.