General Terms and Conditions of the
CONNex Group

1. General principles of cooperation

1.1 CONNex provides consulting and services in the field of management consulting - in particular strategy, organisation, reorganisation, foreign trade and business management consulting.

1.2 By entering into a consulting contract between CONNex (hereinafter referred to as "Consultant") and its client (hereinafter referred to as "Client"), the Client accepts these General Terms and Conditions (hereinafter referred to as "GTC"), waiving any conflicting GTC.

2. Scope

2.1. The following terms and conditions are the basis for all consulting and / or services between the consultant and his client. If individual agreements are made between the consultant and the client, the individual agreements have priority over these terms and conditions.

2.2. If these terms and conditions apply between the advisor and a client, they will also apply in the future for all consulting and services, even if the advisor does not point them out again.

2.3. In addition to individual agreements with the client and these terms and conditions, only German law applies.

2.4. Any general terms and conditions of the client do not apply to the cooperation with the consultant in any case, even if the consultant does not or does not expressly object to their inclusion.

2.5. A contract is concluded when the offer is signed by the client and the consultant or, if the order is placed orally, by a written order confirmation by the consultant.

3. Subject matter of the contract / scope of services

3.1 The advisory and/or service performance described in the contract (assignment) between the consultant and the client is the subject of the assignment. Details of the order, such as the type, content and scope of the specific advisory and/or service service as well as the duration, fee, responsibility, advisory organisation, etc., shall be set out separately in writing in the contract. The consultant is neither a financial service provider nor a financial intermediary.

3.2 The object of the contract is the consultancy and/or service described in the contract, not the achievement of a specific result.

3.3 The consultant's services shall be deemed to have been rendered when the data collection, the data analyses and the evaluations with the resulting conclusions/recommendations have been worked out with the client and presented and explained to the client in a concluding discussion. This does not affect whether the client follows the proposed recommendations or when he implements them.

3.4 The client may use the results described in the contract exclusively for business purposes. The client may not pass on or publish the results to be provided to third parties without the prior written consent of the consultant. The Consultant shall retain all rights and claims in respect of copyrights, trademarks and other intellectual property rights relating thereto, as well as all methods, processes, ideas and concepts, trade secrets and know-how contained in the results to be provided. 3.5.

3.5 The Consultant shall perform the consultancy and/or service by qualified and experienced consultants with the utmost care, with all its know-how and always in relation to the Client's individual situation.

3.6 When appointing consultants, the Consultant shall, as far as possible, comply with the Client's request for specific consultants, but reserves the right to appoint consultants who meet the performance requirements.

3.7 Consultants of the Consultant who are temporarily on the Client's premises to carry out the assignment shall be bound exclusively by the Consultant's instructions regarding the time, manner and method of carrying out the assignment. The consultants shall only be required to comply with the house rules and the client's instructions on operational safety.

3.8 The parties agree that during the term of a consultancy and for a period of 6 months after the end of the consultancy, no consultants of the consultant shall be employed or commissioned by the client. In the event of any breach, this shall trigger a claim for damages in the amount of € 25,000.

3.9 The client shall have the right to obtain information on the status of the counselling project at any time during the counselling in consultation with the lead counsellor and to request a written report on the essential content of the course and result of the counselling after the counselling has been carried out.

3.10. The consultant is obliged to always correctly and completely reflect the situation of the company with regard to the question to be examined when obtaining data, analysing data and evaluating data. The data provided by the client or by third parties shall only be checked for plausibility. The analyses and the conclusions/recommendations to be derived from them are carried out according to recognised methods from science and practice. The results of the counselling are presented in an understandable and comprehensible manner.

4. Confidentiality

4.1. All information about the client and his company that the consultant becomes aware of in the course of the execution of the order will be treated confidentially by the consultant, unless their task requires it to be passed on to third parties.

4.2. At the client's request, information that must not be disclosed under any circumstances will be marked as "strictly confidential" by the client when it is handed over to the consultant.

5. Client's obligation to cooperate

5.1 The client shall be obliged to support the consultant to the best of its ability and to create in its company all organisational and professional conditions necessary for the proper execution of the assignment, in particular to provide all data and information required for the execution of the assignment in a timely and up-to-date manner, to take necessary decisions in a timely manner and, if necessary, to obtain the approval of the decision-making bodies without delay, and to provide the consultant with suitable office space and the necessary aids to a sufficient extent.

5.2 Furthermore, the client shall ensure the participation of all executives and other employees of his company, insofar as their presence is necessary for the execution of the assignment, and the timeliness, completeness and regularity of those services which the client's employees are to contribute on the basis of the agreements between the consultant and the client.

5.3 At the request of the Consultant, the Client shall confirm in writing the correctness and completeness of the documents, information and oral statements submitted by the Client.

5.4 The Consultant shall be informed at an early stage and without being asked of any circumstances which may be of significance for the performance of the assignment.

5.5 The interim results and reports supplied by the Consultant shall be checked by the Client without delay to ascertain whether the information they contain about the Client or the Client's enterprise is correct; the Consultant shall be notified in writing without delay of any corrections required.

6. Business partners

6.1. The consultant reserves the right to use expert consultants to provide advice and / or services, whereby the consultant always remains directly obliged to the client, accordingly § 13 of the General Terms and Conditions applies.

6.2. The consultant ensures that the commissioned consultant has the necessary specialist knowledge and ensures quality during the execution of the order.

6.3. The consultant decides at his own discretion which consultant to use.

7. Travel expenses

The travel costs are calculated according to the current tax regulations as well as regulations made on behalf of the customer.

8. Changes in services

8.1. The consultant undertakes to take account of changes in the client's services, provided that this is reasonable within the framework of operational capacities, in particular against the background of the total effort and time planning.

8.2. The consultant reserves the right to check the changes in services. If the changes in service affect the agreed contractual conditions with regard to the total effort or the schedule, the contracting parties agree to an appropriate adjustment of the contractual conditions with regard to the increase in remuneration and the postponement of the planned dates.

8.3. If the changes in service are significant and cannot be integrated into the agreed order, the consultant can request a separate order.

8.4. Changes and additions to the order or the essential results to be provided must be made in writing to be effective. Minutes of meetings regarding the service changes can take this into account, provided that these are signed by both parties.

8.5. As long as the service changes are not recorded in writing, the consultant will carry out the originally agreed order without taking the service changes into account.

9. Inability to perform, default, impossibilities

9.1 The Consultant shall only be in default with its services if certain completion dates have been agreed as fixed dates and the Consultant is responsible for this delay. The Consultant shall not be responsible, for example, for an unforeseen absence of the Consultant scheduled for the consultancy project, force majeure and other events which could not be foreseen at the time the contract was concluded and which result in the Consultant not being able to perform the agreed service or being temporarily unable to perform it or only being able to perform it under more difficult conditions.

9.2 Equal to force majeure shall be the consequences of war, terrorist attacks, industrial disputes, sovereign intervention and similar circumstances which directly or indirectly prevent the Consultant from providing services to the Client.

9.3 If the hindrances to performance are of a temporary nature, the Consultant shall be entitled to postpone the performance of its duties by the duration of the hindrances and by a reasonable start-up period. If the Consultant's performance becomes permanently impossible as a result of such hindrance, the Consultant shall be released from these duties.

9.4 If services are prevented due to violations of the client's obligations to cooperate and provide information under the individual agreement and under paragraph 5 of these GTC, the consultant shall be entitled to charge at the agreed hourly and daily rates, even if this means that the agreed fee budget is exceeded.

10. Remuneration / payment

10.1. The consultant may invoice the client for fees and expenses on a monthly basis for the service provided. The basis for calculating the fee is the working hours and the applicable hourly or daily rates of the consultants working for the client.

10.2. Unless otherwise agreed, the travel costs are calculated according to the actual expenditure and the daily expenses according to the applicable tax regulations. Travel times are charged at 50% of the agreed hourly / daily fee.

10.3. If a fixed, flat-rate or maximum fee is agreed, this applies as long as the sum of the invoices does not exceed the amount. Claims from additional expenditure in the event of breaches of the duty to cooperate remain unaffected.

10.4. If the client withdraws from the contract before the start of the execution of the order - regardless of the legal reason - he has to pay the consultant 25% of the agreed fee as compensation.

10.5. As long as the client is in default with the settlement of a due invoice from the consultant, the consultant may stop his work for the client. The resulting delays in the execution of the order are solely at the expense of the client.

10.6. All claims are due upon invoicing and are payable immediately without deduction. The statutory sales tax must be added to all price information and shown separately in the invoices.

10.7. Offsetting against claims of the consultant for remuneration and reimbursement of expenses is only permitted with undisputed or legally established claims.

11. Warranty / rectification of defects

11.1. The consultant's consultants carry out their consulting assignment with the greatest care and always refer to the client's individual situation. The consultants do not guarantee that the surveys and analyzes as well as the conclusions and recommendations to be derived from the investigations correctly and completely reflect the company's situation with regard to the issue. Data provided by third parties or by the client are only checked for plausibility.

11.2. The consultant assumes no liability for the use of properly trained consultants with the specialist knowledge and for their ongoing support and control during the execution of the order.

11.3. A success resulting from the consultation cannot be guaranteed.

11.4. The client is entitled to the removal of any defects, as far as the removal is possible with a reasonable effort. The client must report the defect in writing within 30 days after the service has been performed or after the final meeting. The warranty period is 3 months.

11.5. If the defect cannot be remedied or if the improvement fails, the client can demand to withdraw from the contract or to demand a reduction in remuneration.

11.6. If the order has been placed by a merchant within the framework of a commercial trade, a legal entity under public law or by a special fund under public law, the client can request the cancellation of the contract if the service provided is of no interest to him due to the failure of the subsequent improvement. Paragraph 12 applies to any further claims for damage.

12. Liability

12.1. Insofar as the possible damage is based on the fact that the client has not, not fully or not in time complied with his duty to cooperate in a point essential for the execution of the order, liability for the consultant is excluded. The client has to prove the complete and timely fulfillment of his obligations.

12.2. The consultant is only liable to the client for damage (partly) caused by slight or simple negligence if and to the extent that these are based on the breach of obligations, the fulfillment of which is absolutely necessary to achieve the purpose of the contract. In this case the liability is limited to the order amount. Liability for damage that is not typical for the contract is excluded.

12.3. Otherwise, the consultant is only liable for damage if and to the extent that these were caused by the consultant or their consultants willfully or through gross negligence. The consultant's liability is always limited to damage that he could reasonably have expected.

12.4. The consultant has professional liability insurance with an insured sum of € 250,000 per claim. The sum of the claims for damages of all claimants is to be understood as an individual case of damage. If a significantly higher risk of damage is foreseeable, the advisor is obliged to offer the client a higher liability amount, provided that the client pays the additional insurance premium.

12.5. The consultant is not liable for the improper application and / or implementation of the recommendations contained in the services or in the working documents.

12.6. The client's claim for damage against the consultant can only be asserted in court within 6 months after the claimant (s) became aware of the damage, but no later than 2 years after the event giving rise to the claim.

12.7. The consultant's claims for damages against the client expire 2 years after the claim arises.

12.8. If the service is provided with the involvement of a third party such as a system house, an auditor, a tax consultant, a personnel consultant or a lawyer and the client is informed of this, liability claims against the third party arising under the law and the conditions of the third party shall be deemed to have been assigned to the client.

13. Confidentiality / data protection

13.1. The consultant undertakes to maintain secrecy about all information designated as confidential or business and trade secrets that become known during the execution of the order. This also applies to all data collections, analyzes, conclusions and recommendations. It may only be passed on to third parties with the written consent of the client.

13.2. The consultant ensures that all persons involved in the execution of the order are made aware of compliance with this regulation.

13.3. The duty of confidentiality applies to all those involved in the consultant, including after the completion of the consultancy assignment.

13.4. The consultant is expressly permitted to process the personal data entrusted to him as part of the execution of the order or to have it processed by third parties. In accordance with the provisions of the Data Protection Act, the consultant guarantees the obligation to maintain data secrecy.

14. Intellectual property protection

14.1. The client undertakes that all documents produced by the consultant may only be used for his own purposes and will not be published in individual cases without the consent of the consultant.

14.2. The use of the consultancy services provided for companies affiliated with the client also requires the consultant's written consent.

14.3. To the extent that consulting services are subject to copyright, the consultant remains the author. In these cases, the client only receives the limited, otherwise unlimited, irrevocable, exclusive and non-transferable right to use the consulting services.

15. Termination

15.1. Unless otherwise agreed, the consulting contract can be terminated with a notice period of 14 days to the end of the month. The right of extraordinary termination remains unaffected.

15.2. The notice of termination requires the written form to be effective.

16. Right of retention

16.1. The consultant reserves the right to withhold the documents provided to him until his claims have been paid in full, the exercise of which is contrary to good faith if the withholding would cause the client a disproportionately high damage that cannot be justified when the two interests are weighed up.

16.2. After settling his claims from the contract, the consultant must surrender all documents that the client gave him when placing the order. This does not apply to correspondence between the parties.

17. Place of performance, place of jurisdiction

17.1. The place of fulfillment for the consultant's services and for payments to the consultant is 66606 St. Wendel.

17.2. The place of jurisdiction is the company's registered office.

18. Miscellaneous

18.1. Rights from the contractual relationship with the consultant may only be assigned with prior consent.

18.2. Changes and additions to this condition must be explicitly marked.

18.3. If provisions of these general terms and conditions are or become wholly or partially ineffective, this does not affect the effectiveness of the remaining conditions. The parties undertake to replace the ineffective regulations with effective ones without delay.

18.4. The client acknowledges and acknowledges that the consultant and the client can correspond or exchange information via the Internet via e-mail.

18.5. These general terms and conditions apply to everyone in the CONNex group of companies.

Berlin in January 2021

These GTC are valid until further notice as of 01 January 2021

© 2021 CONNex Consulting & Management GmbH
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