GENERAL TERMS AND CONDITIONS

WHO WE ARE

Rare Studio OÜ, a private limited company incorporated under Estonian law (osaühing), registry code 17502444, VAT identification number EE102988059, registered office at Narva mnt 5, Kesklinna linnaosa, 10117 Tallinn, Harju maakond, Republic of Estonia, represented by Iancu-Rareș Jianu, member of the management board. Referred to below as "Rare Studio" or "we".

Contact: hello@rarestudio.org · rarestudio.org

WHAT WE DO

Rare Studio is a growth partner for streetwear labels, fashion retail and direct-to-consumer brands across the European Union. We work embedded in the client's team across three areas: growth consulting, performance marketing, and operations and build.

We are not an agency. We do not sell isolated execution hours; we sell decision-making and operating capacity alongside founders.

HOW THE CONTRACT IS FORMED

This document sets out the general terms on which we provide the Services. It is a standard-form agreement: the terms are pre-set and not individually negotiated, save for the items in the Scoping Document under Article 3.

The contract is formed when the Client's representative completes the sign-up process and separately ticks: (i) the declaration of professional status, (ii) acceptance of these Terms, and (iii) express acceptance of the unusual clauses in Article 25. Without all three ticks, sign-up does not complete and no contract is formed.

For each acceptance our system records the date and time, the IP address, the version number of the Terms and a digital fingerprint of the accepted text, and sends the Client by e-mail a full copy of the version accepted. Those records constitute evidence of formation.

The person accepting represents that they have authority to bind the Client.

Art. 1DEFINITIONS

• "Client" — the legal entity or professional accepting these Terms.
• "Services" — growth consulting, performance marketing, and operations and build services, within the limits of the Plan, as described in Article 4 and Annex 1.
• "Brief" — the initial scoping conversation of approximately 60 minutes, following which the Scoping Document is issued.
• "Scoping Document" — the document setting out the specific scope of an engagement, the deliverables, timeline, team, price and Project Code.
• "Project Code" — the notation RS · [SEASON] · [NUMBER] assigned to each engagement; every deliverable carries it.
• "Plan" — the retainer level selected by the Client from those set out in Annex 1.
• "Consultant Day" — 8 hours of professional work performed by a member of the Rare Studio team.
• "Media Budget" — the amounts paid to advertising platforms to run campaigns. It is not part of the fees.
• "Client Materials" — any content, trade mark, image, text, product, data or tool supplied by the Client for the purpose of the Services.
• "Deliverable" — any tangible output of the Services identified as such in the Scoping Document.
• "Our Tools" — Rare Studio's methodologies, frameworks, templates, prompts, reusable code libraries and generic know-how, whenever created.
• "Generated Output" — any output produced with the assistance of an artificial intelligence tool used in providing the Services.
• "Business Day" — any day other than a Saturday, Sunday or public holiday in Estonia.
• "Subscription Period" — the calendar month for which the retainer is due.

Art. 2SCOPE. EXCLUSION OF CONSUMERS

2.1 The Services are addressed exclusively to legal entities and to natural persons acting for purposes relating to their trade, business, craft or profession.

2.2 By accepting these Terms the Client represents and warrants that it does not act as a consumer within the meaning of Directive 2011/83/EU, the Estonian Consumer Protection Act or Romanian Government Emergency Ordinance no. 34/2014. Accordingly, the 14-day right of withdrawal does not apply.

2.3 We may refuse or immediately terminate an account if the representation in Article 2.2 proves inaccurate, or where the checks under Article 7 or Article 22 do not complete successfully.

2.4 We take on a limited number of partnerships each season. Accepting a Brief does not oblige Rare Studio to enter into the contract.

Art. 3CONTRACTUAL STRUCTURE. BRIEF AND SCOPING

3.1 The contract consists of these Terms, Annexes 1 to 4 and the Scoping Document for each engagement.

3.2 Every engagement begins with a Brief. Following it, we issue a Scoping Document setting out: the scope, what is out of scope, deliverables and acceptance criteria, timeline, allocated team, the Plan or fixed price, the Client's assumptions, the treatment of the Media Budget, and the Project Code.

3.3 In the event of conflict the order of precedence is: (i) the Scoping Document, solely for the engagement to which it relates; (ii) these Terms; (iii) the Annexes, in the order 1, 3, 4, 2. A Scoping Document may not amend Articles 15 to 19, 22 and 24 unless it expressly identifies the article derogated from.

3.4 Any terms of the Client, including those appearing on orders, supplier portals or correspondence, do not apply and do not supplement these Terms, even if not expressly rejected.

3.5 Changes to the scope, timeline or price of an engagement are made by an amendment to the Scoping Document. We are not obliged to perform work outside the agreed scope.

Art. 4THE SERVICES

4.1 Growth consulting. Strategic advisory for founders moving from early traction to scale: go-to-market strategy, channel architecture, pricing, seasonal commercial planning, retail and wholesale expansion.

4.2 Performance marketing. Paid acquisition, creative testing and lifecycle marketing: paid social and search, creative production, e-mail and SMS programmes, attribution and reporting built on fashion economics rather than blended return.

4.3 Operations and build. E-commerce operations, storefront build and migration, inventory and fulfilment flows, internal tooling and data infrastructure, including components that use artificial intelligence.

4.4 How we work. Four stages: Brief, where we understand the brand, the season and the commercial pressure; Embed, where we join the team's existing rituals; Ship, where campaigns launch, operations are rebuilt and decisions are made; Hand-off, where we install what is structural and step back, or stay on as operating partner.

4.5 The Services do not include: purchasing the Media Budget on the Client's behalf, save under Article 8.4; production of goods; legal, tax, accounting or audit services; representing the Client before authorities; executive search; and any activity for which the law requires an authorisation we do not hold. Recommendations with legal or tax implications must be validated by an adviser licensed in the relevant jurisdiction.

4.6 We perform the Services with the diligence and skill of a professional carrying out comparable work on the European market. We assume an obligation of means, not of result, as regards the commercial effects of our recommendations, save for deliverables for which the Scoping Document sets objective acceptance criteria.

Art. 5PLANS, CAPACITY AND PERSONNEL

5.1 Plans, prices and allocated capacity are set out in Annex 1. Capacity is expressed in Consultant Days per month and covers execution as well as coordination, reporting and meetings.

5.2 Capacity not consumed in a month may be carried forward once, into the immediately following month, up to a cap of 50%. The remainder is forfeited without compensation.

5.3 Exceeding capacity does not suspend the Services. We inform the Client and, at its option, either invoice the additional work at the rates in Annex 1 section 1.3 or defer the work to the following month.

5.4 Part days are rounded as follows: under 4 hours — 0.5 Consultant Day; between 4 and 8 hours — 1 Consultant Day. Work performed at the Client's express request outside Business Days carries a 50% uplift.

5.5 Persons designated as key personnel in the Scoping Document are replaced only for objective reasons and by a replacement of at least equivalent qualification, upon prior notice to the Client.

5.6 We may subcontract parts of the Services, in particular creative production, upon notice to the Client, remaining fully liable for our subcontractors' work.

5.7 We work remotely. On-site presence is agreed separately and travel expenses are reimbursed under Annex 1 section 1.5.

Art. 6PRICES, INVOICING AND PAYMENT

6.1 Prices are expressed in EURO (EUR) and are those in Annex 1 in the version in force at sign-up or renewal.

6.2 The retainer is invoiced in advance at the beginning of each Subscription Period. Additional work, fixed-price projects and reimbursable expenses are invoiced as set out in the Scoping Document or, absent contrary provision, at the end of the month in which they were provided.

6.3 Invoices are issued in EUR or, at the Client's option stated at sign-up, in Romanian lei, converted at the European Central Bank reference rate for the date of issue, stating on the invoice the EUR amount and the rate applied.

6.4 The payment term is 14 (fourteen) calendar days from issue. Invoices are delivered electronically to the address provided at sign-up, and the Client expressly consents to electronic invoices. Every invoice states the IBAN, the credit institution and the SWIFT code; payment is made exclusively to the account stated on the invoice.

6.5 Any change of collection account is communicated exclusively by written notice from the address set out in Article 23, signed by the legal representative. A change communicated only by an endorsement on an invoice, or from another address, is of no effect, and the Client may suspend payment until the account is confirmed through the agreed channel.

6.6 In the event of late payment we are entitled, without notice of default, to interest of 0.05% per day on the outstanding amount, not exceeding that amount, to fixed compensation of EUR 40 for each invoice not paid when due under Article 6 of Directive 2011/7/EU, and to recovery of reasonable collection costs exceeding that compensation.

6.7 Invoice disputes are raised in writing, with reasons, within 8 Business Days of receipt, and do not suspend payment of the undisputed portion. Absent a dispute, the invoice is deemed accepted.

6.8 The Client may not set off amounts due against its own claims, except claims acknowledged by us in writing or established by a final judgment.

6.9 Prices are indexed annually with effect from 1 January by the greater of the annual euro area inflation rate, measured by the harmonised index published by Eurostat for October of the preceding year, and 3%. Indexation is notified at least 30 days in advance.

6.10 Amounts paid for a Subscription Period that has commenced are not refundable, save under Articles 10.5, 19.5, 21.3 and 22.3.

Art. 7VALUE ADDED TAX AND VAT NUMBER VALIDATION

7.1 The Services are supplies to taxable persons. The place of supply is the State in which the Client is established, under Article 44 of Directive 2006/112/EC.

7.2 With a VAT identification number valid and active in VIES issued by another Member State, the invoice is issued without VAT bearing the endorsement "reverse charge — Article 44 of Directive 2006/112/EC", and the Client applies the reverse charge in its own State.

7.3 Absent a valid number, or where VIES validation fails, we apply the standard rate of value added tax of Estonia in force at the date of issue. Reverse charge applies from the first invoice issued after successful validation, never retroactively.

7.4 The Client warrants the accuracy of the number provided and notifies us within 5 Business Days of any suspension, cancellation or change. The Client bears the tax, tax accessories and penalties resulting from an inaccurate or invalid number it provided.

7.5 We verify the number at sign-up and thereafter at least quarterly, and retain evidence of the verification, including the consultation number issued by VIES.

Art. 8MEDIA BUDGET AND ADVERTISING ACCOUNTS

8.1 The Media Budget is not part of the fees, is not included in the retainer and is not advanced by Rare Studio.

8.2 Advertising accounts, analytics accounts, domains, contact lists and platform profiles remain the Client's property and are opened in its name. The Client grants us administrative access for the term of the engagement. We do not create accounts in our own name for the Client's campaigns, save under Article 8.4.

8.3 The Client pays the platforms directly, using its own payment methods, and is responsible for the availability of funds. Exhaustion of the payment method stops campaigns, and the consequences are not attributable to us.

8.4 By way of exception, at the Client's written request, we may intermediate payment of the Media Budget strictly within the amounts received in advance from the Client. We never advance our own funds. Intermediated amounts are invoiced separately, at cost and without mark-up, with the platform's supporting documents attached.

8.5 Platform decisions. Advertising platforms apply their own content, billing and compliance policies, which we do not control. We are not liable for the rejection of an ad, the suspension or closure of an account, unilateral changes to attribution rules or rates, nor for losses arising from these. We will use reasonable efforts to remedy the situation and to appeal the decision.

8.6 Measurement and attribution. Figures reported by platforms, analytics tools and the Client's store differ inherently, because of attribution methods, conversion windows and tracking limitations. We report the source of every figure. Discrepancies between sources do not constitute non-conformity of the Services.

8.7 Advertising compliance. The Client is responsible for the truthfulness of commercial claims about its products, for the availability of promoted stock, and for compliance with advertising, pricing and discount legislation, including Directive (EU) 2019/2161. We flag the risks we observe but do not carry out legal review.

Art. 9CLIENT MATERIALS, RIGHTS AND APPROVALS

9.1 The Client supplies in good time the Client Materials, access, approvals and decisions required, and warrants that it is entitled to make them available to us and to authorise their use for the Services.

9.2 The Client warrants that it holds the necessary rights in the trade marks, images, photographs, video, music, fonts and any content supplied, including releases from persons appearing in the materials and licences for music used in advertising. This warranty also covers materials produced for the Client by third parties before the engagement.

9.3 Where we produce creative materials, we obtain the necessary licences and releases only if the Scoping Document expressly so provides, and their cost is reimbursed under Annex 1 section 1.5.

9.4 Approvals. Deliverables subject to approval are deemed approved if the Client does not notify a substantiated rejection within 3 Business Days of delivery for campaign materials, or within 10 Business Days for other deliverables. Publication of an approved material or launch of an approved campaign cannot later be attributed to Rare Studio.

9.5 Delays or additional costs caused by breach of this Article are not attributable to us and may justify adjusting the timeline and price.

Art. 10TERM, RENEWAL AND TERMINATION FOR CONVENIENCE

10.1 The contract enters into force on the date the Terms are accepted and is concluded for an initial minimum period of 3 (three) months.

10.2 On expiry of the minimum period the contract renews automatically for successive one-month periods, unless a party notifies the other in writing at least 30 (thirty) calendar days before the end of the current period that it does not wish to renew.

10.3 Notice of non-renewal is sent by e-mail to our contact address. We confirm receipt within 2 Business Days.

10.4 Termination takes effect at the end of the current period. Amounts relating to the current period remain payable in full.

10.5 Rare Studio may terminate for convenience on 60 days' notice, with pro-rata refund of the retainer paid in advance for the unperformed period.

10.6 Fixed-price projects in progress at termination continue until completion unless the parties agree otherwise in writing.

Art. 11CLIENT'S OBLIGATIONS

11.1 The Client provides accurate and complete information at sign-up and keeps it up to date: name, registered office, registration number, VAT number, billing address and contact e-mail address.

11.2 The Client appoints a contact person with decision-making authority and ensures the availability of its own personnel in line with the assumptions in the Scoping Document.

11.3 The Client is solely responsible for the business decisions it adopts on the basis of our recommendations, for the prices it charges, for the stock it promotes and for the compliance of its activities with applicable law.

11.4 We rely on the completeness and accuracy of the information supplied by the Client and are not obliged to verify it independently, unless the Scoping Document provides for an express verification engagement.

11.5 The Client complies with Annex 2 and maintains its own copies of data essential to its business.

Art. 12ACCEPTABLE USE AND CONDUCT

12.1 The Client does not request or use the Services for any unlawful or fraudulent purpose or contrary to Annex 2.

12.2 We reserve the right to refuse an instruction that would expose us to liability or breach platform policies, advertising or data protection law, or Annex 2. Such refusal is not non-performance and gives no right to a fee reduction.

12.3 Neither party directly and specifically solicits for employment or engagement any person involved in performing the Services on the other side, for the term of the contract and 12 months thereafter, without that party's written consent. Public recruitment advertisements and unsolicited applications are not a breach. Breach entitles the aggrieved party to liquidated damages equal to the annual gross remuneration of the person solicited.

12.4 We are free to provide services to other brands, including in the same category. We grant no category exclusivity unless the Scoping Document expressly so provides and it is separately remunerated. We apply reasonable team separation measures and observe Article 17.

Art. 13SERVICE LEVELS, REPORTING AND COMMUNICATION

13.1 Service levels, response times and reporting cadence are set out in Annex 4 and differ by Plan.

13.2 We work on Business Days between 9:00 and 18:00 Estonian time. Day-to-day communication takes place in the workspace agreed at the start of the engagement.

13.3 For live campaigns we maintain an escalation procedure: incidents affecting delivery or budget spend are handled according to the severities in Annex 4, including outside working hours where the Plan so provides.

13.4 All deliverables carry the Project Code and are filed in the Client's workspace, which the Client owns.

Art. 14ARTIFICIAL INTELLIGENCE TOOLS AND COMPONENTS

14.1 We use artificial intelligence tools in creative production, data analysis, operations automation and the internal tooling we build for the Client. Their use is part of how we work.

14.2 Roles. Where we deliver a system embedding artificial intelligence, the Scoping Document sets out the roles under Regulation (EU) 2024/1689. Absent contrary provision, the Client is the provider and deployer of the system and Rare Studio is a supplier of technical services.

14.3 Human oversight. We maintain human validation before publishing any assisted output and before executing any automated decision affecting prices, stock, budgets or individuals. The Client undertakes not to disable the oversight mechanisms installed without conducting its own risk assessment.

14.4 No warranty as to Generated Outputs. Tools based on generative models may produce inaccurate, incomplete, biased or fabricated outputs. This behaviour is inherent in the current state of the technology and cannot be entirely eliminated. We do not warrant the accuracy, completeness, reproducibility or fitness for a particular purpose of Generated Outputs, and they do not constitute legal, tax, financial or other professional advice.

14.5 Client data is not used to train our own models or those of third parties, save for aggregated and irreversibly anonymised data. We select suppliers offering, to the extent commercially available, exclusion of submitted data from training, and activate that option.

14.6 We identify Deliverables produced substantially with artificial intelligence assistance. The parties acknowledge that in certain jurisdictions wholly machine-generated material may not attract copyright protection; Article 15 applies to the extent of the rights actually transferable.

14.7 We do not design or deploy systems intended for the practices prohibited by Article 5 of Regulation (EU) 2024/1689, including behavioural manipulation, social scoring or emotion recognition in the workplace or in education.

Art. 15INTELLECTUAL PROPERTY

15.1 Client Materials remain the Client's property.

15.2 Deliverables. Subject to full payment of amounts due for the relevant engagement, we assign to the Client, on an exclusive basis, for the entire term of protection, for the whole world and for all modes of exploitation, the economic copyright and other intellectual property rights in the Deliverables, including the right to reproduce, adapt, modify, distribute, communicate to the public and sublicense, and, for software components, the right to modify and decompile the source code. The consideration for the assignment is included in the fees.

15.3 Until full payment the Client has a non-exclusive, revocable licence to use the Deliverables solely for internal evaluation.

15.4 Our Tools remain the property of Rare Studio even where embedded in the Deliverables. For elements so embedded we grant the Client a non-exclusive, worldwide, perpetual, irrevocable and non-transferable licence, save for transfer to a universal successor, to use, reproduce and modify them strictly within and for the purpose of using the Deliverables.

15.5 Residual knowledge. We may use, in our work for other brands, the knowledge, ideas, techniques and generic know-how acquired in performing the Services, without disclosing the Client's confidential information and without reusing the Deliverables.

15.6 Third-party components. We disclose the open-source components and applicable licences embedded in the Deliverables and do not embed components under viral copyleft licences without the Client's prior written consent. Font, stock image and music licences transfer to the Client only within the limits permitted by the licensor.

15.7 We warrant that, as at delivery, the Deliverables we produced do not knowingly infringe third-party rights. The warranty does not cover claims arising from Client Materials, from modifications made by the Client, or from use of the Deliverable in combination with elements not contemplated by us.

15.8 References. We may state the Client, the category and the generic nature of the engagement, together with the Project Code, in our reference list and on our website, without disclosing confidential information and without revenue figures. Use of the logo or of campaign materials requires the Client's written consent, which may be withdrawn at any time by notice.

Art. 16PERSONAL DATA PROTECTION

16.1 For personal data we process on the Client's behalf, including customer lists, contact data for e-mail and SMS programmes and store usage data, the Client acts as controller and Rare Studio as processor. The terms are set out in Annex 3, which satisfies Article 28 of Regulation (EU) 2016/679.

16.2 For the contact details of the Client's representatives, processed for administration of the contractual relationship, invoicing and service communications, we act as an independent controller.

16.3 The Client warrants that it holds a valid legal basis for the marketing communications we deliver on its behalf, including valid consent where the law requires it, and that it manages unsubscribes. We configure the technical withdrawal mechanisms but are not liable for the validity of the legal basis.

16.4 We engage sub-processors, including advertising platforms, infrastructure providers and artificial intelligence model providers, on the terms of Annex 3 section 3.5. The up-to-date list is published at rarestudio.org/subprocessors.

16.5 Transfers outside the European Economic Area are made exclusively on the basis of an adequacy decision, the standard contractual clauses or another mechanism provided for in Article 46 of the Regulation.

16.6 We notify any breach of the security of data processed on the Client's behalf without undue delay and in any event within 48 hours of becoming aware of it.

Art. 17CONFIDENTIALITY

17.1 Each party keeps confidential the commercial, technical, creative and financial information received from the other, uses it solely to perform the contract and protects it with at least the same care it applies to its own confidential information.

17.2 Information that is public, was lawfully known beforehand, was independently developed, or was lawfully communicated by a third party not bound by confidentiality, is not confidential.

17.3 Disclosure required by law or by a competent authority is permitted, upon prior notice to the other party to the extent the law allows.

17.4 The obligation subsists for the term of the contract and 3 years thereafter and, in respect of trade secrets within the meaning of Directive (EU) 2016/943, for as long as they retain that character. Data on future collections, purchase prices and margins is treated as trade secret.

Art. 18NO WARRANTY OF RESULT. LIMITATION OF LIABILITY

18.1 We do not warrant a commercial result. In particular, we do not warrant any level of sales, return on ad spend, cost per acquisition, traffic, ranking, conversion rate or growth. Those results depend on the product, price, stock, competition, seasonality, platform policies and the Client's decisions, none of which are within our control.

18.2 Projections, models and scenarios we provide are estimates based on stated assumptions, not promises. The assumptions are recorded alongside the projection.

18.3 Liability cap. Our total aggregate liability arising out of or in connection with the contract, on whatever legal basis, is limited to the fees actually collected from the Client in the 6 months preceding the event giving rise to liability, and shall not exceed EUR 50,000. The Media Budget is excluded from the calculation of the cap.

18.4 Exclusions. We are not liable for indirect loss, loss of profit, loss of sales, loss of business opportunity, loss of anticipated savings, reputational harm, nor for loss of data, save for the reasonable costs of restoring from the most recent available backup.

18.5 We are not liable for: Media Budget spent in accordance with the Client's instructions or an approved campaign; platform decisions, under Article 8.5; measurement discrepancies, under Article 8.6; the consequences of using Generated Outputs without validation; claims based on Client Materials; and losses caused by the Client's breach of Articles 9, 11 or 12.

18.6 The limitations in Articles 18.3 and 18.4 do not apply in the event of wilful misconduct, gross negligence, personal injury or death, breach of the confidentiality obligation, infringement of the other party's intellectual property rights, or in other cases where the law does not permit limitation of liability.

18.7 Time bar. Any claim is made in writing within 12 months of the date on which the aggrieved party became aware, or ought to have become aware, of the event giving rise to it; thereafter the right is lost, to the extent permitted by law.

18.8 The Client is liable to us for loss arising from breach of Articles 8.7, 9.2 and 16.3 and shall indemnify us against third-party claims, including claims of rights holders, data subjects and authorities, based on such breaches.

18.9 Claims are directed exclusively against Rare Studio OÜ as a legal entity, not against its personnel, directors or individual contractors.

Art. 19SUSPENSION AND TERMINATION

19.1 Suspension for non-payment. If an invoice remains unpaid more than 7 days after its due date we notify the Client, and if payment is not made within the following 5 Business Days we may suspend the Services and access to the workspaces we administer until payment in full. Suspension does not interrupt the running of the retainer. Live campaigns are paused, not deleted.

19.2 Immediate suspension. We may suspend performance without notice in the event of breach of Article 12, risk of a platform penalty, a threat to data security, or at the request of a competent authority. We inform the Client as soon as practicable.

19.3 Termination for breach. Either party may terminate automatically by written notice if the other fails to remedy a material breach within 10 Business Days of notice. Material breach includes non-payment of an invoice more than 30 days overdue, breach of Article 12, Article 16 or the confidentiality obligation.

19.4 Termination without notice. Either party may terminate with immediate effect if the other becomes subject to insolvency, bankruptcy, dissolution or liquidation proceedings, or becomes subject to restrictive measures within the meaning of Article 22.

19.5 On termination attributable to us we refund pro rata the retainer paid in advance for the unperformed period. On termination attributable to the Client, amounts paid are not refunded and all amounts due become immediately payable, including due instalments of fixed-price projects.

Art. 20HAND-OFF ON TERMINATION

20.1 On termination we hand over to the Client, within 15 Business Days: completed deliverables, documentation, the structure of live campaigns, creative materials in the available source formats, configurations of the tools built, and an access register.

20.2 We transfer or return administrative rights over advertising and analytics accounts and domains, and our own access is deactivated within 5 Business Days of hand-off.

20.3 At the Client's written request made no later than the termination date, we provide reasonable knowledge-transfer assistance to the Client or a successor provider for up to 30 days, at the rates in Annex 1 section 1.4.

20.4 Where the contract terminated for non-payment, the hand-off under Article 20.1 takes place after payment in full of outstanding amounts. The return of the Client's accounts and domains under Article 20.2 is unconditional.

Art. 21CHANGES TO THE TERMS

21.1 We may amend these Terms and the Annexes to reflect the evolution of the Services, legislative changes, security requirements or changes in the terms imposed by platforms and our suppliers.

21.2 Changes are communicated by e-mail at least 30 days before they take effect, together with the new version and a summary of the changes.

21.3 Where a change materially and adversely affects the Client's rights, the Client may terminate without penalty by notice given before the change takes effect, with pro-rata refund of the retainer paid in advance. Continued use of the Services after that date constitutes acceptance.

21.4 Price changes are governed by Article 6.9 and, apart from annual indexation, do not apply to a Subscription Period that has commenced or a fixed-price project in progress.

21.5 We retain and make available at rarestudio.org/terms/archive all previous versions, with their effective dates.

Art. 22FORCE MAJEURE. COMPLIANCE AND SANCTIONS

22.1 Neither party is liable for non-performance caused by force majeure, including natural disasters, armed conflict, acts of terrorism, epidemics, mandatory measures of public authorities, generalised failures of electronic communications or electricity networks, or large-scale cyber attacks exceeding reasonable security measures. Financial difficulties, shortage of personnel or the unavailability of a supplier for which reasonable alternatives exist do not constitute force majeure.

22.2 The affected party notifies the other within 5 Business Days and mitigates the effects.

22.3 If the event persists for more than 30 consecutive days either party may terminate by written notice, with pro-rata refund of the retainer paid for the unperformed period.

22.4 Each party complies with applicable anti-bribery, anti-money-laundering and counter-terrorist-financing legislation, and represents that it is not subject to restrictive measures adopted by the European Union, the United Nations, the United States of America or the United Kingdom, that it is not owned or controlled by a sanctioned person, and that it will not use the Services for the benefit of any such person.

22.5 We may request, at sign-up and thereafter, documents identifying the Client and its beneficial owners, and may refuse or terminate the relationship if the checks do not complete successfully.

Art. 23NOTICES AND FINAL PROVISIONS

23.1 Our communications to the Client are sent to the e-mail address provided at sign-up and are deemed received on the first Business Day following transmission. The Client's communications to us are sent to hello@rarestudio.org. Notices concerning termination and damages claims are also sent by courier to our registered office.

23.2 The Client keeps its contact e-mail address up to date and may not hold us responsible for the consequences of communications not delivered because of an inaccurate address.

23.3 Assignment. The Client may not assign the contract without our written consent. We may assign the contract to a company within the same group or in the context of a reorganisation, upon notice to the Client.

23.4 The contract creates no employment, agency, general mandate, partnership or joint venture relationship between the parties. We have no authority to conclude contracts in the Client's name, save under written, special and limited mandates, in particular for the administration of advertising accounts.

23.5 The invalidity of a clause does not affect the remaining clauses, which apply so far as they preserve the intended economic effect. The failure to exercise or the delayed exercise of a right is not a waiver of that right.

23.6 The contract constitutes the entire agreement of the parties and supersedes any prior understanding on the same subject matter. Electronic signature and acceptance by ticking a box have full legal effect under Regulation (EU) No 910/2014.

Art. 24GOVERNING LAW AND DISPUTE RESOLUTION

24.1 The contract is governed by the law of the Republic of Estonia, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

24.2 The parties endeavour to settle any dispute amicably within 30 days of notification.

24.3 Disputes not settled amicably fall within the exclusive jurisdiction of Harju County Court (Harju Maakohus), Tallinn, Republic of Estonia. The choice of jurisdiction is made under Article 25 of Regulation (EU) No 1215/2012, and judgments are recognised and enforced in the other Member States without intermediate proceedings.

24.4 By way of exception, we may bring debt recovery proceedings before the courts of the Client's seat and may apply to any competent court for interim or protective measures.

24.5 Language versions. The Terms are published in Estonian, English and Romanian. For Clients established in Estonia the Estonian version prevails; for Clients established in Romania the Romanian version prevails; for all others the English version prevails.

Art. 25UNUSUAL CLAUSES. EXPRESS ACCEPTANCE

25.1 The Client declares that it has read, understood and expressly and separately accepts the following clauses, which may qualify as unusual clauses within the meaning of Article 1203 of the Romanian Civil Code or as surprising standard terms within the meaning of section 37(3) of the Estonian Law of Obligations Act:

25.2 Acceptance of this Article is given by a separate tick in the sign-up form, distinct from the tick accepting the Terms as a whole. Absent that tick, the clauses listed have no effect and the remainder of the Terms stays in force.

ANNEXES

The following annexes form an integral part of the Terms: Annex 1 — Plans, prices and rates; Annex 2 — Acceptable use; Annex 3 — Data Processing Agreement; Annex 4 — Service levels.