Terms & Conditions

General Terms and Conditions of Business for the Provision of Consulting Services

Version as of: March 2026

1.    Scope of application

1.1    These General Terms and Conditions (“GTC”) shall apply to all current business relationships between Dr. Bartels M&A Consulting GmbH (hereinafter referred to as “BMA”) and its clients. In relation to businesses as defined in Section 14 of the German Civil Code (Bürgerliches Gesetzbuch - BGB) or legal persons under public law, these GTC also apply to future legal transactions of the same type.

1.2    Any deviating, conflicting or supplementary GTC of the Client shall only become part of the contract if and to the extent that BMA has expressly agreed to their validity in writing.

1.3    Unless otherwise agreed, the GTC valid at the time the respective contract is concluded with the Client shall apply.

1.4    Individual agreements made between BMA and the Client on a case-by-case basis shall take precedence.
 

2.    Legal nature of the mandate

BMA provides non-legal advisory services in connection with corporate transactions and capital raising measures. In this regard BMA does not owe the achievement of a specific (economic) result and in particular does not guarantee the successful completion of any transaction. Accordingly, the services provided by BMA do not constitute a contract for work (Werkvertrag) nor a brokerage agreement for proof or mediation (Nachweis- oder Vermittlungsmaklervertrag). BMA does not provide tax advisory services.
 

3.    Scope of the mandate

3.1    The consultancy services to be provided by BMA (“Services”) and their scope shall be set out in the respective contract, which shall consist of the corresponding order confirmation signed by both parties, the GTC and any additional individual agreements between the parties. The Services shall be performed in accordance with the contractual agreement. In this regard BMA shall not owe any success in relation to the outcome of the consultancy, but solely the provision of the Services as such.

3.2    The Services shall in principle cover typical areas of business consultancy. This may include, in particular, Services in the following areas:

•    Corpo­rate gover­nance/ manage­ment consul­tancy
•    Finan­cial Advisory
•    Trans­actions Advisory
•    Capital raising measures

3.3    BMA shall perform the Services in compliance with generally accepted rules and standards for consultancy services. Subject to the provisions in clause 11, the Client shall be entitled to assert its statutory rights in this regard. Data supplied by third parties or by the Client shall be checked solely for plausibility. The conclusions and recommendations to be derived from the investigations shall be made to the best of BMA’s knowledge and belief and in accordance with generally accepted rules of science and practice.

3.4    BMA shall comply with all statutory provisions as well as administrative and other public requirements in connection with the provision of the Services. If the Services take place outside the Federal Republic of Germany, the Client must obtain any permits or authorisations required in the respective country. BMA shall provide the necessary documentation to the Client or to the respective authority.
 

4.    Use of employees, subcontractors and materials

4.1    The legal relationship between BMA and the Client shall not constitute an employment relationship. Subject to the provision in clause 4.4, the Services shall be performed exclusively by employees and freelancers of BMA (“Staff”). BMA shall be solely responsible for compliance with statutory and administrative obligations towards its Staff. Solely BMA shall conclude contracts and take measures to govern the relationship with Staff.

4.2    Solely BMA shall be entitled to give Staff instructions regarding the provision of the Services (in particular regarding their content, time, location, speed and execution as well as working conditions and hours), to select and otherwise organise Staff for the provision of the Services. Instructions from the Client to BMA shall be issued via the project manager(s) appointed by BMA.

4.3    BMA shall deploy trained, sufficiently experienced, professionally qualified and committed Staff according to the scope of performance and, unless otherwise agreed, provide all the materials required for the provision of the Services.

4.4    In order to perform its contractual obligations, BMA shall be entitled to engage subcontractors or other third parties to provide the Services without the Client’s prior consent. The provisions in clauses 4.2 and 4.3 shall apply accordingly.
 

5.    Non-solicitation

The Client, insofar as it qualifies as a merchant (Kaufmann), undertakes to not solicit or induce any employee of BMA to leave BMA’s employment, nor to have such employee solicited or induced by third parties, nor to cause or instruct any third party to do so, during the term of the respective agreement and for a period of 12 months following its termination, provided that such employee was actually operationally involved in the specific advisory engagement. In the event of any culpable breach of this obligation, the Client shall be obliged to pay an appropriate contractual penalty, the amount of which shall be determined by BMA at its reasonable discretion and, in the event of dispute, shall be subject to review by the competent court.
 

6.    Client's obligations to cooperate, default of acceptance

6.1   The Client shall be obliged to support BMA to the best of its abilities and to provide in a timely manner all information, documents and data necessary for the performance of the engagement, ensuring that such information, documents and data are complete and accurate.

6.2    The Client shall be in default of acceptance if it fails to accept the Services on the respective performance date (in accordance with the project plan).

6.3    If the Client defaults in acceptance BMA shall be entitled to claim the agreed remuneration for the defaulted Services, without being obliged to perform them subsequently. However, BMA shall allow to be credited the value of any expenses saved as a result of the non-performance of the services or any income obtained or maliciously failed to be obtained through the alternative use of its services. The Adviser’s claim for reimbursement of additional expenses incurred due to the futile tender of performance (Section 304 of the German Civil Code) shall remain unaffected.
 

7.    Performance deadlines, delay in performance

7.1    Performance time limits and dates shall be agreed individually.

7.2    Performance time limits and dates shall be specified in text form. They shall be non-binding unless they are expressly designated as “binding” in the individual contract or project plan. Subsequent amendments to the contract may lead to an extension of the agreed performance time limits and a postponement of the performance dates.

7.3    Performance time limits shall commence upon the conclusion of the contract, unless expressly stipulated otherwise. Performance time limits shall not commence, however, before the Client has fulfilled any existing or agreed cooperation obligations it might have in full and, where advance payment is agreed, not before BMA has received the agreed payment.

7.4    In the case of non-binding performance time limits or dates BMA shall not be in default of performance before the fruitless expiry of a reasonable grace period set by the Client in writing.
 

8.    Remuneration, payment, payment default

8.1    The remuneration for the Services shall be determined in accordance with the respective contract and shall generally be on an hourly basis unless a different arrangement, for example a lump sum, has been agreed. Any VAT due shall be calculated separately at the applicable statutory rate and shall be paid by the Client.

8.2    Unless advance payment or a different arrangement has been agreed, invoices shall be paid without any deduction within 14 days of the provision of the Services and receipt of the invoice. Unless otherwise agreed, payments must be made in euros.

8.3    The Client’s payment can be made cashless, with effect of fulfillment, exclusively to the account specified by BMA in the contract or the relevant invoice. In any case, all the payments for BMA must be made free of any charges.

8.4    While in default of payment the Client must pay default interest at the statutory rate. Further claims for damages shall remain unaffected.

8.5    If the client is in default with the payments of due claims and such payment arrears amount to at least one third of the total agreed net remuneration under the respective agreement, BMA shall be entitled to declare all other outstanding claims arising from the business relationship with the Client immediately due and payable. This shall require that BMA has previously granted the Client an appropriate grace period for payment of at least fourteen days, referring to the impending acceleration of all outstanding claims, and such period has expired without success. Clause 8.5 shall not apply to agreements with consumers within the meaning of Section 13 of the German Civil Code.
 

9.    Client's inability to perform the contract

If, after the conclusion of a contract, it becomes apparent that BMA’s claim to the contractual remuneration is jeopardized due to the Client’s lack of ability, BMA shall be entitled to refuse performance of the outstanding Services. This right to refuse performance shall cease if the Client renders the counter-performance or provides adequate security. BMA may set the Client a reasonable deadline for doing so, and upon the successful expiry of such deadline, withdraw from the agreement.
 

10.    Confidentiality, third party industrial property rights

10.1    The Client undertakes to treat all the information provided by BMA within the scope of an individual contract as confidential during the term of the agreement and for a period of five years following its termination and not to disclose such information to any third party without BMA’s prior written consent. Any non-disclosure agreement concluded between the parties shall take precedence over the provisions of this Clause 10.

10.2    Such information includes, in particular, all the analyses, expert opinions, reports, organisational plans, drafts, drawings, technical data, prices, conditions, methods, lists and calculations produced by BMA, including digital information (data) as well as other know-how developed or contributed by BMA within the scope of the contract and all business secrets within the meaning of Section 2(1) of the German Act on the Protection of Business Secrets (Gesetz zum Schutz von Geschäftsgeheimnissen – GeschGehG).

10.3    The confidentiality obligation shall not apply for information that is generally known and has been lawfully obtained from third parties or is required to be disclosed pursuant to applicable law.

10.4    If the Client should discover that confidential information has become known to third parties unlawfully, it must inform BMA of this without undue delay.
 

11.    Liability

11.1    BMA shall be liable without limitation for damages resulting from an intentional or grossly negligent breach of duty by BMA, its legal representatives, or its vicarious agents.

11.2    Furthermore, BMA shall be liable without limitation for damages resulting from injury to life, body or health caused by an intentional or negligent breach of duty.

11.3    In the event of breaches by BMA of material contractual obligations (cardinal obligations) due to slight negligence – i.e. obligations whose fulfilment is essential for the proper performance of the contract and on the compliance with which the Client may regular rely – BMA’s liability shall be limited in amount to the typical damage reasonably foreseeable under the contract.

11.4    In all other respects, BMA’s liability for slight negligence shall be excluded. To the extent permitted by law, liability for indirect damages, loss of profit and wasted expenditures shall also be excluded.
 

12.    Right of retention

Until the agreed remuneration has been paid in full by the Client, BMA shall have the right to retain documents provided by the Client within the scope of the contractual relationship. Once the remuneration has been paid in full, BMA must, on request, surrender all the documents that the Client or a third party has provided to BMA for the purposes of the performance of the contractual relationship. This shall not apply for correspondence between the parties or simple copies of the expert opinions, reports, organisational plans, drawings, lists, calculations, etc., produced within the scope of the contractual relationship, provided the principal has received the originals or where a different arrangement is agreed in a signed non-disclosure agreement between the parties.
 

13.    Final provisions

13.1    If BMA is prevented from fulfilling its contractual obligations due to force majeure, such as war, terrorism, riots, natural disasters, fire, epidemics or other unforeseeable circumstances for which BMA is not responsible, such as strikes or lawful lockouts, operational or transport disruptions, the agreed performance time limits and performance dates shall be extended by the same amount of time as the obstruction plus a reasonable lead time. BMA shall also not be responsible for the aforementioned circumstances if they occur during an already existing delay towards enterprises within the meaning of Section 14 of the German Civil Code (BGB) or legal persons under the public law. BMA shall notify the Client of the start and likely end of any such circumstances as soon as possible. If the obstruction lasts six weeks or longer, either party may terminate the contract without notice.

13.2    The Client may not assign the rights and obligations that are incumbent upon it in connection with the Services to third parties, in whole or in part, without the prior written consent of BMA. This shall not apply to monetary claims within the meaning of Section 354a of the German Commercial Code (HGB).

13.3    All the legal relationships between BMA and the Client shall be governed by German Law with the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Clause 13.3 shall not apply to agreements with consumers within the meaning of Section 13 of the German Civil Code (BGB).

13.4    The exclusive place of jurisdiction for any and all disputes arising from or in connection with the provision of the Services shall be the Hamburg Regional Court. Clause 13.4 shall not apply to agreements with consumers within the meaning of Section 13 of the German Civil Code (BGB).

13.5    If any individual provisions of these GTC should be or become invalid, this shall not affect the validity of the remaining provisions.

13.6    If these GTC are executed in both German and English, the German version shall prevail in the event of any inconsistency or conflict between the two versions.

End of Document