General Terms and Conditions for Consulting Services
– as of January 2026 –
1. Scope
1.1. These General Terms and Conditions of Consulting supplement contracts (hereinaf-ter referred to as "Contract") whose subject matter is the provision of consulting services and information by CVM Capital Value Ma-nagement GmbH (hereinafter referred to as "CVM") to the client, in particular, but not exclusively, in connection with the prepara-tion, planning, and implementation of busi-ness or technical decisions and projects. If and to the extent that individual provisions of these General Terms and Conditions of Consultancy contradict what CVM has ag-reed individually with the client, the indivi-dual agreements shall take precedence over the relevant General Terms and Conditions of Consultancy.
1.2. Once CVM has included these General Terms and Conditions of Consulting in a contract with the client, they shall also apply to all future contracts for consulting services between the client and CVM in the version valid at the time of conclusion of the contract, even if CVM does not refer to the-se General Terms and Conditions of Consul-ting again in future contracts. This shall only not apply if and to the extent that the par-ties agree on the validity of new General Consulting Terms and Conditions of CVM in the future contract.
1.3. CVM's General Terms and Conditions of Consulting apply exclusively. The client's general terms and conditions shall only apply if this has been expressly agreed in writing.
1.4. Unless otherwise specified in the text, the §§ (paragraphs) cited in these terms and conditions of contract are those of these General Terms and Conditions of Consulting.
2. Subject matter of the contract, provision of services, and scope of services
2.1. The subject matter of the contract is the agreed consulting activity specified in the contract, not the achievement of a specific economic success.
2.2. CVM shall provide its services with the dili-gence of a prudent businessman and always with reference to the individual situation and needs of the client. The client is aware that any analysis of a company or market also implies uncertainties. CVM shall assign well-trained employees who have the necessary expertise and experience to the orders and shall supervise and monitor them. Un-less otherwise agreed, CVM may use expert sub-contractors to execute the order, whereby CVM shall remain directly obligated to the client at all times. Unless otherwise agreed, CVM shall decide at its own discretion which employees or sub-contractors are to be used.
2.3. Use of AI in our processes
2.3.1. "AI" refers to software-based systems that automatically evaluate data and generate results (e.g., for research, structuring, ana-lysis, translation, or drafting).
2.3.2. We may use AI-supported processes to assist in the provision of services, in particu-lar for data and document analysis, initial drafts, market/benchmark research, and the preparation of results. 2.3.3. The final work results are reviewed, and accounted for you by out employees.
2.4. Our services – including those involving the use of AI – are intended to assist in decision-making and action. The customer is solely respon-sible for the final evaluation and all busi-ness, legal, and economic decisions. Liability for damages resulting from decisions based exclusively on AI-generated interim results is excluded to the extent permitted by law.
2.5. Confidential information / data processing when using AI
2.5.1. We only enter confidential customer infor-mation into AI systems to the extent neces-sary for the provision of services and in compliance with our confidentiality obligati-ons.
2.5.2. If third-party AI systems are used, this is done on the basis of appropriate technical and organizational measures and, if neces-sary, on the basis of corresponding order processing agreements.
2.5.3. Business/trade secrets or personal data will only be entered into publicly accessible AI systems after prior anonymizati-on/pseudonymization or on the instructions or with the consent of the customer.
2.6. We use AI systems in accordance with the applicable legal requirements, in particular Regulation (EU) 2024/1689 ("AI Regulati-on") and data protection and copyright re-quirements.
2.7. CVM does not owe and does not provide any legal or tax advice or auditing services.
3. Changes to services
3.1. CVM shall take into account any change requests made by the client in relation to the order, provided that this is possible within the scope of its operational capacities and its consulting services and insofar as the implementation of the change request is appropriate and reasonable for CVM.
3.2. CVM may make minor changes to the pro-ject without the prior consent of the client, provided that these changes correspond to the presumed wishes of the client, are ur-gent, and the client cannot be reached in time. CVM shall inform the client immedia-tely of such project changes and their effects.
3.3. If a change requested by the client in-creases CVM's workload or extends the pro-ject timeframe, the contracting parties un-dertake to negotiate an appropriate adjust-ment to the contract and remuneration. If the contracting parties cannot agree on re-muneration for the services, the remunera-tion to which CVM is entitled shall increase in case of doubt in accordance with the ad-ditional time and costs incurred.
3.4. If the review of the project change involves considerable effort on the part of CVM, CVM may demand the conclusion of a separate contract for this purpose.
3.5. § 3.3 shall apply mutatis mutandis in the event of a project change in accordance with § 3.2.
4. Client's obligations to cooperate
4.1. The success of the project requires close cooperation between the parties. The client shall support CVM in the project work to the best of its ability on an ongoing basis. The client shall provide CVM with comprehensive information about the companies that are the subject of the order and about all as-pects relevant to the project, and shall pro-vide CVM with any documents and informa-tion that are significant or deemed necessa-ry by CVM in a timely and complete manner on an ongoing basis.
4.2. The client shall: - answer all questions to the best of its knowledge, completely, accurately, and promptly, which are an essential basis for CVM's project work. - Inform CVM unsolicited and without delay – even in cases of doubt – about all circumstances that may be relevant to the project, including any subsequent corrections or updates to documents provided.
4.3. In the event of the appointment of an inte-rim manager provided or arranged by CVM, the agreed obligations of cooperation on the part of the client shall also be fulfilled vis-à-vis the interim manager.
4.4. The client shall immediately review any interim results, documents, meeting minu-tes, etc. submitted by CVM to determine whether the factual information contained therein is, to the best of its knowledge, ac-curate and complete. The client shall imme-diately notify CVM in writing of any neces-sary or desired corrections or additions.
4.5. The client undertakes to confirm in writing, at CVM's request, the completeness and ac-curacy of the information provided to CVM to the best of its knowledge before CVM presents the results (declaration of comple-teness).
4.6. At CVM's request, the client shall create the necessary and reasonable organizational, legal, and factual conditions in the company that is the subject of the contractual consul-ting services and, in particular, shall obtain the declarations required for § 5.5. If neces-sary, it shall provide CVM and its vicarious agents with suitable workplaces on site that allow them to work undisturbed and main-tain confidentiality (including a desk, office equipment, PC, telephone and, if necessary, integration into the company's internal communication system).
4.7. If and to the extent that the client does not fulfill its obligations to cooperate with CVM as agreed, despite being requested to do so by CVM, or does not fulfill them completely or in a timely manner, the following shall apply:
4.7.1. The client shall reimburse CVM for any addi-tional expenses (time, costs) incurred as a result at the general fee rates agreed between the parties;
4.7.2. In serious cases, CVM shall have the right to terminate the contract extraordinarily after the unsuccessful expiry of a reasonable pe-riod for the fulfilment of the obligations to cooperate.
4.7.3. Further legal rights and claims of CVM remain unaffected.
5. Confidentiality by CVM
5.1. From the time the contract is concluded, CVM is obliged for a period of two years to maintain confidentiality regarding all infor-mation designated as confidential or busi-ness and trade secrets of the client (herein-after referred to as "confidential informati-on") that becomes known to it in connection with an order.
5.2. Unless an exception is provided for in this § 5, CVM may only disclose confidential in-formation and reports, expert opinions, and written statements regarding the course and results of its activities to third parties with the prior consent of the client.
5.3. The confidentiality obligation pursuant to § 5.1 shall not apply to confidential infor-mation if and to the extent that - it was already lawfully in CVM's posses-sion prior to disclosure and without any confidentiality obligation; - it was lawfully transmitted to CVM by a third party without any confidentiality obligation after the conclusion of the contract; - it was published without the involve-ment of CVM or otherwise became ge-nerally known through no fault of CVM; - CVM is obliged to provide information to authorities, the judiciary, or other third parties due to mandatory legal provisi-ons or official orders; - the client has consented to the disclo-sure of the information by CVM.
5.4. CVM is entitled to disclose confidential in-formation to persons employed by it to car-ry out the order, in particular its employees and subcontractors, as well as persons who are professionally bound to secrecy, provi-ded that CVM undertakes to oblige these persons to maintain secrecy.
5.5. CVM is authorized to disclose personal data entrusted to it by the client and its employees (e.g., name, address, date of birth, marital status, religion, disability sta-tus, length of service, salary, works council membership, etc.) and financing partners, suppliers, customers, consultants, and other persons or companies employed by the cli-ent (e.g., address, telephone/fax number, email address, etc.) within the scope of the intended purpose or have it processed by third parties.
5.6. CVM may use the fact that a contractual relationship exists or has existed between the client and itself, as well as its specific activities, as a reference, in particular in presentations, events, or in its company brochure.
6. Obstacles to performance
6.1. In the event of force majeure and other unforeseeable, extraordinary circumstances beyond its control (e.g., unforeseen difficul-ties in procuring materials, operational dis-ruptions, strikes, lockouts, lack of means of transport, official interventions, energy supply difficulties, and the like), any per-formance deadlines of CVM shall be exten-ded to a reasonable extent. This shall not apply if CVM is guilty of negligence in ac-ceptance, precaution, or avoidance. If the aforementioned circumstances make per-formance impossible or unreasonable for CVM, CVM shall be released from its per-formance obligation.
6.2. CVM may only invoke the aforementioned circumstances if CVM notifies the client thereof without delay.
6.3. § 6.1 shall apply mutatis mutandis if an employee of CVM contractually assigned to the project is unavailable – unforeseeably at the time of conclusion of the contract and through no fault of CVM. If this employee is permanently or long-term prevented from performing the service, CVM shall be enti-tled to provide a replacement employee with at least the same skills.
6.4. If delays in performance pursuant to §§ 6.1 to 6.3 become unreasonable for the client, the client may set CVM a reasonable dead-line for commencing and/or continuing the contractual activities and, after this deadline has expired without result, terminate the contract extraordinarily pursuant to § 13. CVM's claim to remuneration for services al-ready rendered shall remain unaffected.
6.5. Insofar as CVM is responsible for obstacles to performance, it shall only be liable in ac-cordance with § 12.
7. Duty of loyalty and safeguarding inde-pendence
7.1. The parties undertake to maintain mutual loyalty. They shall immediately inform each other of any circumstances that arise in the course of the project execution and that may influence the processing.
7.2. The client shall ensure that its affiliated companies and its and their employees ref-rain from any action that could jeopardize the independence of CVM's employees.
7.3. In particular, the client shall refrain from directly soliciting CVM employees or former employees for a period of 24 months after the end of the cooperation with CVM. Direct poaching occurs when the client or a third party commissioned by the client individual-ly and actively approaches an employee as-signed to CVM within the scope of the re-spective project in order to induce them to change to an employment relationship with the client or one of its affiliated companies (§ 15 AktG).
7.4. If the client culpably violates § 7.3, it shall forfeit a contractual penalty in the amount of one gross monthly salary of the employee concerned, based on the last gross monthly salary received at CVM. The assertion of further contractual and statutory claims – including damages – remains unaf-fected; the contractual penalty shall be off-set against this (§ 340 (2) BGB). The possi-bility of reduction pursuant to § 343 BGB remains unaffected.
8. Use of results / protection of intellectu-al property
8.1. The client guarantees that the reports, ex-pert opinions, organizational plans, drafts, drawings, lists, and calculations produced by CVM within the scope of the order will only be used for the contractually agreed purpo-ses and will not be edited, translated, re-printed, passed on, or distributed without the express written consent of CVM in each individual case. The use of the consulting services provided for companies affiliated with the client requires an express written agreement.
8.2. Insofar as work results are copyrightable, CVM shall remain the copyright holder. In such cases, the client shall receive the right to use the work results, which is limited only by § 8.1, sentence 1, and is otherwise unli-mited in time and place, irrevocable, exclu-sive, and non-transferable.
9. Disclosure of professional statements by CVM
9.1. The disclosure of information and consulting services provided by CVM within the scope of or in connection with the order (hereinaf-ter collectively referred to as "consulting content") (e.g., reports, expert opinions, organizational plans, drafts, drawings, lists, calculations) by the client to a third party requires the written consent of CVM, unless consent to disclosure to this third party is al-ready implied in the content of the contract.
9.2. The use of CVM consulting content by the client for advertising purposes is not permit-ted; any violation entitles CVM to terminate the contractual relationship and all other or-ders from the client that have not yet been fully executed. Further claims by CVM remain unaffected in this respect.
10. Fees, incidental costs, due date, default
10.1. The amount and type of fees are generally regulated in individual contracts. In the event that no regulation has been agreed, the following fee rates apply:
- Managing Director 490,00 EUR/ hour
- Partner 390,00 EUR/ hour
- Principal 330,00 EUR/ hour
- Project Manager 275,00 EUR/ hour
- Senior Consultant 250,00 EUR/ hour
- Consultant 225,00 EUR/ hour
- Other services (e.g., research, as-sistance, presentation preparation) 110.00 EUR/hour,
plus statutory sales tax and the flat-rate additional costs pursuant to Section 10.3. The hourly rates apply to both working hours and travel time. A detailed time sheet can be requested at short notice at any time if required.
10.2. If the contract term exceeds a period of 12 months and CVM charges on a time and material basis, the fee rates shall increase by 3% at the beginning of each new contract year after conclusion of the contract.
10.3. Unless otherwise agreed, incidental costs shall amount to a flat rate of 15% of the net fee turnover. Incidental costs include travel expenses in Germany and costs for the necessary access to research facilities (e.g., databases, fees for file access), communication, and office management. Fees for travel time are not included and will be billed in accordance with § 10.1 from the CVM branch closest to the client. Furthermore, the agreed rental and use of electronic data rooms, specialized data-bases, and/or other agreed external ser-vices are not covered. Ancillary costs will be invoiced together with the fee claims.
10.4. Agreed advance payments are due immedi-ately upon invoicing and before the start of services and will be offset by CVM against the consulting services closest in time. If further advance payments have been ag-reed, CVM will invoice these in good time to avoid any interruption in consulting services.
10.5. Other fee invoices are due upon receipt by the client and must be paid within 7 calendar days. If the due date of an agreed fixed fee depends on the presentation of agreed results, the due date shall also apply if the client no longer accepts the results al-ready produced (e.g., as a result of a short-term termination of the contract) on the ag-reed date.
10.6. Statutory sales tax shall be added to all prices quoted and shown separately on in-voices.
10.7. Multiple clients are jointly and severally liable.
10.8. The client may only offset claims against CVM with undisputed or legally established claims.
11. Defects, limitation period
Insofar as CVM owes an analysis or an expert opinion or any other defined work, the follo-wing shall apply in addition:
11.1. If the services are defective, the client has the right to have CVM remedy the defect in accordance with the statutory provisions.
11.2. If the rectification fails repeatedly, the client may also demand a reduction in remunera-tion or withdraw from the contract. The cli-ent may only withdraw from the contract if the service provided is of no interest to them due to the failure of the rectification. § 12 applies to any further claims for dama-ges.
11.3. With the exception of claims for damages, the aforementioned warranty rights of the client shall expire 12 months after the start of the statutory
12. Liability, limitation period
12.1. CVM shall be liable to the client, regardless of the legal basis, for damages caused by CVM, its legal representatives, and vicarious agents as follows:
12.2. CVM shall be liable in accordance with § 12.1 for damages resulting from injury to life, limb, or health.
12.3. CVM shall be liable in accordance with § 12.1 for other damages caused intentionally or through gross negligence. In such cases, liability for slight negligence shall only exist in the event of a breach of essential contractual obligations and shall then be li-mited to compensation for the foreseeable damage typical for this type of contract. Es-sential contractual obligations are obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the client may regularly rely.
12.4. In all other cases of damage and liability not covered by the above liability provisions, CVM's liability is excluded.
12.5. CVM shall not be liable for the improper application or implementation by the client of the recommendations given by CVM within the scope of its services or in its wor-king documents.
12.6. Insofar as CVM's liability is excluded or limited under this contract, the same shall apply to the personal liability of its legal representatives, employees, and vicarious agents. 12.7. §§ 11 and 12 shall apply mutatis mutandis to any claims for reimbursement of futile expenses (e.g., § 284 of the German Civil Code (BGB)).
13. Termination
13.1. Unless otherwise agreed in the contract and unless CVM is obligated to create a work within the meaning of § 11 (in which case the statutory provisions shall apply), the contract may be terminated by either party with 14 days' notice to the end of the month. The right to extraordinary terminati-on remains unaffected.
13.2. Extraordinary grounds for termination inclu-de, in particular: - in the event of a lack of agreement on remuneration in the event of necessary significant project changes; - in the event of default of acceptance and payment delays on the part of the client, provided that CVM has unsuccess-fully set a reasonable deadline for per-formance by the client; - if there is a significant deterioration or considerable threat to the client's finan-cial circumstances, in particular if the cli-ent suspends payments or declares its intention to do so, or if the client has filed for insolvency or insolvency pro-ceedings have been opened or rejected due to lack of assets.
13.3. In the event of extraordinary termination by CVM due to breach of contract by the client, the client shall owe CVM compensation for all damages incurred as a result of the pre-mature termination of the contract, including lost profits.
13.4. Termination must be in writing to be effecti-ve.
14. Retention, storage of documents
14.1. Until its claims have been settled in full, CVM shall have a right of retention over the documents provided to it, but the exercise of this right shall be contrary to good faith if the retention would cause the client dispro-portionately high damage that cannot be justified when weighing up the interests of both parties.
14.2. After settling its claims under the contract, CVM shall, at the request of the client, re-turn all documents that the client (either it-self or through a third party) has handed over to it in connection with the execution of the order. This does not apply to corres-pondence between the parties and, for example, to simple copies of reports, orga-nizational plans, drawings, lists, and calcula-tions produced in the course of the order, provided that the client has received the originals.
14.3. CVM's obligation to retain the documents shall expire six months after termination of the contractual relationship. Statutory re-tention obligations remain unaffected by this.
15. Supplementary provisions
15.1. This contract is governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods and excluding any conflict of law re-ferences to other legal systems.
15.2. The place of performance is the registered office of CVM. The place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of the CVM branch concluding the contract, provided that (i) all clients are merchants, legal entities under public law or special funds under public law and there is no common place of jurisdiction with them, (ii) in all other cases, only if the client or clients are not domiciled in Germany. 1
5.3. The language of presentations, documents, reports, expert opinions, analyses, etc. is German.
15.4. Unless otherwise specified herein, amend-ments or additions to a contract referred to in § 1.1 and, in individual cases, to these General Terms and Conditions of Consul-tancy must be made in writing or in text form, unless a stricter form is mandatory by law or these General Terms and Conditions of Consultancy. The exchange of emails to known email addresses satisfies the formal requirement agreed here. This also applies to any amendment to this written form re-quirement.
15.5. The client may only assign rights arising from the contractual relationship with CVM with the prior written consent of CVM.
15.6. Should individual provisions of this contract be or become invalid or unenforceable in whole or in part, this shall not affect the remainder of the contract. In place of the invalid or unenforceable provision, a provisi-on shall be deemed to have been agreed that comes as close as possible to the eco-nomic purpose of the invalid or unenforce-able provision. The same shall apply in the event of a gap in the contract that needs to be filled.