General Terms and Conditions

General Terms and Conditions (GTC) for makematiq GmbH

(hereinafter “the Company”)

§1. Scope of Application

1.1. These General Terms and Conditions (hereinafter “GTC”) apply to all contracts, services and deliverables that the Company offers and provides in the field of management consulting for clients (hereinafter “Client” or “Clients”) in Europe.

1.2. Terms and conditions of the Client that conflict with or deviate from these GTC shall not be recognised unless the Company has expressly agreed to their validity in writing.

§2. Conclusion of Contract and Scope of Services

2.1. Offers made by the Company are non-binding and without obligation. A contract is only concluded upon written order confirmation by the Company or upon commencement of service delivery.

2.2. The services to be provided are defined in the respective offer or order confirmation. Changes and extensions to the scope of services require a written agreement.

§3. Prices and Payment Terms

3.1. Remuneration for services is based on the Company’s price list valid at the time of contract conclusion or on individual agreements.

3.2. Unless otherwise agreed, invoices are due for payment within 14 days of the invoice date without deduction. In the event of late payment, the Company is entitled to charge default interest at the statutory rate.

§4. Service Delivery and Client’s Duty to Cooperate

4.1. The Company provides its services to the best of its knowledge and belief and in compliance with the professional regulations applicable to management consultancies.

4.2. The Client is obliged to provide all information and documents required for the execution of the assignment in a timely manner. Delays due to insufficient cooperation by the Client may lead to an extension of the service delivery period.

§5. Liability

5.1. The Company is liable for intent and gross negligence in accordance with statutory provisions. In the case of slight negligence, the Company is only liable for the breach of material contractual obligations, whereby liability is limited to the foreseeable damage typical for the contract.

5.2. The limitations of liability do not apply to damages arising from injury to life, body, or health, or in the case of liability under the German Product Liability Act (Produkthaftungsgesetz).

§6. Confidentiality and Data Protection

6.1. Both parties undertake to maintain the confidentiality of all confidential information and documents obtained in the course of the contractual relationship, even after termination of the contractual relationship. This does not apply to information that is generally known or that was already known to the recipient prior to disclosure.

6.2. The Company undertakes to comply with the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and national data protection laws. The processing of personal data is carried out only within the framework of statutory provisions or on the basis of the Client’s express consent.

§7. Copyright

7.1. The Company reserves all copyrights and other intellectual property rights in all documents, analyses, expert opinions, reports, presentations, and other work results created in the course of service delivery.

7.2. The Client receives a simple, non-transferable right of use of the work results for the contractually agreed purpose. Any use or publication beyond this requires the prior written consent of the Company.

§8. Final Provisions

8.1. Amendments or supplements to these GTC require written form. This also applies to the waiver of this written form requirement.

8.2. Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid or unenforceable provision with a valid and enforceable provision that comes closest to the economic purpose of the provision to be replaced.

8.3. The contractual relationship between the Company and the Client and these GTC shall be governed by the law of the country in which the Company has its registered office, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

8.4. The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of the Company, insofar as the Client is a merchant, a legal entity under public law, or a special fund under public law. However, the Company is also entitled to sue the Client at the Client’s general place of jurisdiction.

8.5. The contractual language is German. Should the contract or these GTC be available in several language versions, the German version shall prevail.

8.6. These GTC also apply to future business relationships with the Client, even if they are not expressly agreed upon again.

8.7. Side agreements, assurances, or other agreements that deviate from or supplement these GTC are only effective if they have been agreed upon in writing.

Severability Clause

In the event that one or more provisions of these GTC are or become invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be replaced by such provision that comes closest to the economic purpose of the original provision and is legally permissible. The same applies to any gaps in these GTC.

As of: April 2024