General Terms of Engagement

(1) These General Terms of Engagement apply to contracts whose subject matter is the provision of advice and information by the Contractor to the Client in connection with the planning, preparation and implementation of business or technical decisions and projects, in particular in the field of management consulting and human resources consulting.

(2) These General Terms of Engagement (GTE) apply exclusively to entrepreneurs (Unternehmer) within the meaning of section 14 of the German Civil Code (BGB), that is, natural or legal persons who acquire goods or services for commercial or professional use. They further apply to legal entities under public law and special funds under public law (öffentlich-rechtliche Sondervermögen).

(3) The business relationship with our Client, including information and advice, shall be governed exclusively by the following terms and conditions (GTE).

(4) Deviating terms and conditions of the Client shall apply only if and to the extent that we expressly acknowledge them in writing. In particular, our silence in response to such deviating terms and conditions shall not constitute acknowledgement or consent, including with regard to future contracts.

(5) Our GTE apply in place of any purchasing conditions of the Client even where those conditions provide that acceptance of an order constitutes unconditional acknowledgement of the purchasing conditions, or where we deliver after the Client has referred to the applicability of its general purchasing conditions, unless we have expressly waived the applicability of our GTE. The exclusion of the Client's general terms and conditions shall also apply where the general terms and conditions contain no separate provision on individual points. By accepting our order confirmation, the Client expressly acknowledges that it waives any legal objection derived from its purchasing conditions.

(6) Where framework agreements or other contracts, in particular consulting agreements, have been concluded with our Client, these shall take precedence. Insofar as they contain no more specific provisions, they shall be supplemented by these GTE.

(1) The subject matter of the engagement is the agreed consulting activity described in the consulting agreement, not the achievement of a particular economic result or the preparation of expert opinions or other works. The Contractor's services are deemed rendered once the necessary analyses, the conclusions resulting from them and the recommendations have been prepared and explained to the Client. It is immaterial whether or when the conclusions or recommendations are implemented.

(2) At the Client's request, we shall provide information on the status of performance of the engagement or, after performance of the engagement, render account by means of a report in written or text form, which is intended to reflect the essential content of the course and outcome of the consulting. If we are to prepare a comprehensive report in written or text form, in particular for submission to third parties, this must be agreed separately.

(3) We are obliged to present the situation of the company in our surveys and analyses as accurately and completely as possible with regard to the question at issue. Data, details and information supplied by third parties or by the Client shall only be checked for plausibility. No further examination is owed.

(4) Unless otherwise agreed, we may engage suitable subcontractors to perform the engagement, in which case we shall always remain directly liable to the Client. In performing the engagement, we shall deploy staff with the necessary expertise. Otherwise, we shall decide at our own discretion which staff we deploy or replace.

(1) If the Client wishes to make changes to the engagement, it shall notify us of these in writing or in text form. We shall then promptly examine the effects of the change request on the contractual framework and the available capacity for this purpose and notify the Client in written or text form.

(2) We shall only be obliged to implement the change request if the Client has concluded with us a corresponding amendment to the consulting agreement with regard to scope of services, schedule and remuneration. Unless otherwise agreed, in this case we shall carry out the work without taking the Client's requested changes into account until the contract has been amended.

(3) If an extensive examination of the additional effort (that is, more than 3 working hours) is required, we may request a separate, remunerated engagement for this purpose.

(4) Amendments and additions to the engagement require written form or text form in order to be effective. Section 305b BGB (precedence of individually negotiated terms) remains unaffected.

(1) For the term of the contractual relationship and for a period of 4 years thereafter, we are obliged to maintain confidentiality regarding all information or data provided by the Client and designated as confidential that come to our knowledge in connection with the engagement, and not to disclose them to third parties. This obligation does not extend to facts that are obvious or generally known, facts whose disclosure to third parties is necessary for our performance of the contract, or disclosure to employees who have been bound to secrecy under employment law. Nor does it apply to the extent that such information must be disclosed in governmental proceedings or for the enforcement or defence of claims arising from the engagement.

(2) The provisions of the German Trade Secrets Act (GeschGehG) remain unaffected and, in the event of conflict, take precedence over the provisions of para. 1.

(3) We are entitled, within the scope of the purpose of the engagement, to process the personal data entrusted to us, or to have them processed by third parties, in compliance with the applicable data protection provisions.

(4) The Client may only pass on to us such information, documents and data as it lawfully holds and whose disclosure to us does not infringe applicable data protection provisions. The Client shall indemnify us against all third-party claims based on a culpable breach of the aforementioned obligations in para. 3.

(1) The Client is obliged to create, within its operational sphere, all conditions necessary for the proper performance of the engagement; in particular, it shall provide us in good time and in full with all documents and information necessary or significant for carrying out the engagement.

(2) At our request, the Client shall confirm in writing or in text form the accuracy and completeness of the documents it has submitted and of its information and oral statements.

(1) The fee for our services is calculated on the basis of the time spent on the activity (time-based fee) or agreed in writing as a fixed price. A fee that depends wholly or partly on success, such as a transaction fee, is agreed case by case. It applies only where it has been expressly agreed in text form; the basis of calculation, the amount and the due date then follow from that agreement. [Draft note, for legal review: success-based remuneration is generally permissible in management consulting; it should be examined whether individual services fall within the scope of the German Legal Services Act (RDG) or professional-law restrictions.] Unless otherwise agreed, we are entitled to reimbursement of expenses in addition to the fee. Details of the method of payment are governed by the contract.

(2) If the consulting lasts longer than 4 months, we are entitled after expiry of this period to increase the remuneration unilaterally and correspondingly in the event of an increase in service procurement costs, wage and ancillary wage costs, social security contributions or other costs of our contractually agreed services, if [these] directly or indirectly affect the procurement costs. An increase within the aforementioned meaning is excluded to the extent that the cost increase in individual or all of the aforementioned factors is offset by a cost reduction in other of the named factors in relation to the total cost burden for the delivery (cost netting). If the aforementioned cost factors decrease without the cost reduction being offset by an increase in other of the aforementioned cost factors, the cost reduction shall be passed on to the Client by way of a price reduction.

(3) If, as a result of the exercise of our aforementioned price adjustment right, the new remuneration is 20 % or more above the original net remuneration, the Client is entitled to terminate the consulting agreement without notice. However, it may only exercise this right without undue delay after notification of the increased price.

(4) All claims fall due upon invoicing and are payable immediately without deduction. Statutory value added tax applicable at the time payment falls due shall be added to all prices and shown separately in the invoices. Where payment by bank transfer has been agreed, the date of payment is the date on which the funds are received by us or credited to our account or to the account of the paying agent specified by us.

(5) Several Clients (natural and/or legal persons) are jointly and severally liable.

(6) Set-off against our [claims] for remuneration and reimbursement of expenses is only permitted with undisputed, finally adjudicated claims. Section 215 BGB (set-off after expiry of the limitation period) remains unaffected.

(1) Our liability towards the Client is determined by the statutory provisions, unless otherwise provided in the following paragraphs:

(2) Subject to the exceptions below, we are not liable, in particular not for claims of the Client for damages or reimbursement of expenses, irrespective of the legal grounds, in the event of breach of obligations arising from the obligation relationship.

(3) The above exclusion of liability pursuant to para. (2) does not applya) to our own intentional or grossly negligent breach of duty and to intentional or grossly negligent breach of duty by our legal representatives or vicarious agents;b) to the breach of material contractual obligations; "material contractual obligations" are those whose fulfilment characterises the contract and on which the Client may rely;c) in the event of injury to body, life and health, including by our legal representatives or vicarious agents;d) in the event of default, insofar as a fixed delivery and/or fixed performance date was agreed;e) insofar as we have assumed a guarantee for the quality of goods or the existence of a performance result, or a procurement risk within the meaning of section 276 BGB;f) in the event of mandatory statutory grounds of liability, in particular under the German Product Liability Act (Produkthaftungsgesetz).

(4) Where we or our vicarious agents are only guilty of slight negligence and none of the cases set out in para. (3) above, letters c), e) and f), applies, we shall be liable, even in the event of breach of material contractual obligations, only for the damage typical for the contract and foreseeable. Section 254 BGB (contributory negligence) remains unaffected.

(5) Our liability is limited in amount, for each individual case of damage, to a maximum of EUR 250,000.00 (an individual case of damage exists where a damaging event, viewed objectively, constitutes a single set of facts). This does not apply where we are guilty of fraudulent intent, wilful misconduct or gross negligence, to claims for injury to body, life or health, in the event of a guarantee assumed by us or the assumption of a procurement risk by us pursuant to section 276 BGB, or in cases of mandatory statutory, deviating higher liability amounts. Any further liability on our part is excluded.

(6) The exclusions and limitations of liability pursuant to paras. (2) to (5) and para. (7) above apply to the same extent for the benefit of our governing bodies, executive and non-executive employees and other vicarious agents as well as subcontractors.

(7) Insofar as our liability is not unlimited, claims for damages become time-barred one year from the commencement of the statutory limitation period pursuant to sections 199 to 201 BGB.

(8) The above provisions do not entail a reversal of the burden of proof.

(1) The Client warrants that the reports, organisational plans, drafts, drawings, schedules, calculations etc. prepared by the Contractor within the scope of the engagement will be used only for the contractually agreed purposes and will not be reproduced, edited, translated, reprinted, passed on or distributed without express consent in the individual case. Use of the consulting services rendered for undertakings affiliated with the Client requires an express written agreement with us.

(2) Insofar as work results are eligible for copyright protection, we remain the author. In such cases, the Client receives a right of use in the work results that is restricted only by para. 1 sentence 1 and is otherwise unlimited in time and place, irrevocable, exclusive and non-transferable.

(1) The parties undertake to act with mutual loyalty. They shall inform each other without undue delay of all circumstances that arise in the course of the project and may affect the work more than insignificantly.

(1) If events of force majeure of more than insignificant duration (that is, lasting longer than 10 calendar days) occur, we shall inform the Client without undue delay in writing or in text form. In this case, we are entitled to postpone performance for the duration of the impediment or to withdraw from the contract in whole or in part with respect to the part not yet performed, provided that we have complied with the aforementioned duty to inform and have not assumed the procurement risk pursuant to section 276 BGB or a performance guarantee. Strikes, lockouts, governmental interventions, operational disruptions for which we are not responsible (for example due to fire, water and machine damage) and all other impediments which, viewed objectively, have not been culpably caused by us or our vicarious agents shall be deemed equivalent to force majeure.

(2) If a performance date has been agreed as binding and the agreed performance date is exceeded due to events pursuant to para. 1, the Client is entitled, after the fruitless expiry of a reasonable grace period, to withdraw from the contract with respect to the part not yet performed. Further claims of the Client, in particular claims for damages, against us are excluded in this case.

(3) The above provision pursuant to para. 2 applies accordingly if, for the reasons set out in para. 1, continued adherence to the contract is objectively unreasonable for the Client even without a contractually agreed fixed performance date.

(1) Unless otherwise agreed, the consulting agreement may be terminated by the Client at any time and by us with 14 calendar days' notice to the end of a month, in text or written form; the right to extraordinary termination without notice for good cause remains unaffected.

(1) Until our claims under the consulting agreement have been settled in full, we have a right of retention in respect of documents and data to be handed over, unless we are obliged to perform in advance. The right of retention does not apply in the case of undisputed or finally adjudicated counterclaims.

(2) After our claims under the consulting agreement have been satisfied, we shall return all documents which the Client or a third party has handed over to us in connection with the performance of the engagement. This does not apply to correspondence between the parties or to simple copies or files of the reports, organisational plans, drawings, schedules, calculations etc. prepared within the scope of the engagement, provided the Client has received the originals.

(3) Our obligation to retain the documents and data from the consulting relationship expires six months after service on the Client of our written request to collect them, and otherwise three years, or, in the case of documents retained pursuant to § 12 para. 1, five years, after termination of the contractual relationship.

(4) The language of the contract and of the documents is German.

(1) Rights arising from the contractual relationship with us may only be assigned with our prior express consent. Section 354a of the German Commercial Code (HGB) (assignment of monetary claims) remains unaffected.

(1) All claims arising from the contract are governed exclusively by the law of the Federal Republic of Germany.

(2) The exclusive place of jurisdiction for all disputes arising from the contract is our registered office, provided that the engagement was placed by an entrepreneur, a legal entity under public law or a special fund under public law. For the avoidance of doubt, this jurisdiction clause also applies to such matters between us and the purchaser as may give rise to non-contractual claims within the meaning of Regulation (EC) No 864/2007. However, we are also entitled to sue the customer at its general place of jurisdiction.

(1) Should a provision of this contract be or become wholly or partially invalid/void or unenforceable for reasons of the law on general terms and conditions pursuant to sections 305 to 310 BGB, the statutory provisions shall apply.

(2) Should a present or future provision of the contract be or become wholly or partially invalid/void or unenforceable for reasons other than the provisions concerning the law on general terms and conditions pursuant to sections 305 to 310 BGB, this shall not affect the validity of the remaining provisions of this contract, unless performance of the contract, also taking into account the following provisions, would constitute unreasonable hardship for one party. The same applies if, after conclusion of the contract, a gap requiring supplementation arises.

(3) Notwithstanding any principle according to which a severability clause is in principle merely intended to reverse the burden of proof, the validity of the remaining contractual provisions shall be upheld in all circumstances and section 139 BGB is thereby excluded in its entirety.

(4) The parties shall replace the provision that is invalid/void/unenforceable for reasons other than the provisions concerning the law on general terms and conditions pursuant to sections 305 to 310 BGB, or the gap requiring supplementation, with a valid provision which corresponds in its legal and economic substance to the invalid/void/unenforceable provision and to the overall purpose of the contract. Section 139 BGB (partial invalidity) is expressly excluded. If the invalidity of a provision is based on a measure of performance or time (period or deadline) laid down therein, the provision shall be agreed with a legally permissible measure that comes closest to the original measure.