General Terms and Conditions (GTC) The Development Company GmbH

As of July 2025

1. Scope and Applicability

These General Terms and Conditions ("GTC") shall govern all contractual relationships, deliveries, and services rendered by The Development Company GmbH, registered at Althöhensteigstrasse 5a, 83071 Stephanskirchen, Germany (hereinafter referred to as the "Contractor") to its clients (hereinafter referred to as the "Client"), unless expressly superseded by a written agreement to the contrary executed by both parties. Any terms and conditions proposed by the Client that conflict with or deviate from these GTC shall be deemed null and void unless the Contractor provides explicit written consent to their application. (nachfolgend „Auftragnehmer“) und ihren Kunden (nachfolgend „Auftraggeber“), soweit nicht ausdrücklich schriftlich etwas anderes vereinbart wurde. Abweichende Bedingungen des Auftraggebers werden nicht anerkannt, es sei denn, der Auftragnehmer stimmt ihrer Geltung ausdrücklich schriftlich zu.

2. Nature and Scope of Services

The Contractor provides professional services in the fields of management consulting, interim executive placement, and organizational development. The precise scope of services, deliverables, and performance obligations shall be defined in the respective quotation, statement of work, service agreement, or individual contract executed between the parties. All services rendered by the Contractor shall be performed in accordance with the standards of due professional care and diligence customary in the industry.

3. Formation of Contract

A legally binding contract between the parties shall be deemed concluded only upon the Client’s written acceptance of the Contractor’s formal offer or the Contractor’s written confirmation of the Client’s purchase order.

4. Disclaimer of Guaranteed Outcomes

The Contractor does not warrant or guarantee the achievement of any specific economic, organizational, or personal objectives by the Client. The Contractor’s obligations under this Agreement are limited to the provision of advisory and operational support services pursuant to Sections 611 et seq. of the German Civil Code (Bürgerliches Gesetzbuch, "BGB"). No success is guaranteed. While all recommendations, strategies, and actionable insights provided by the Contractor are based on rigorous analysis, industry best practices, and professional experience, their implementation, execution, and resultant outcomes remain the sole responsibility of the Client.

5. Term, Termination, and Early Withdrawal

  1. The duration of the engagement shall be as specified in the individual service agreement or proposal governing the respective project.
  2. In the absence of a specified term, either party may terminate the Agreement with four (4) weeks’ written notice, such termination to take effect at the end of the calendar month in which the notice is served.
  3. Notwithstanding the foregoing, either party shall retain the inalienable right to terminate this Agreement with immediate effect in the event of a material breach of contractual obligations by the other party, provided that the breaching party has been formally notified in writing of the breach.

  4. The Contractor reserves the unconditional right to terminate this Agreement at its sole discretion, without cause, and with immediate effect. In such event, the Client shall be obligated to reimburse the Contractor for all costs, expenses, and fees incurred up to the date of termination, including but not limited to travel and accommodation expenses, third-party service costs, preparation and administrative time and any outstanding remuneration for services rendered. Pro rata invoices for services commenced but not yet fully billed, calculated on the basis of the agreed-upon fee structure shall be settled by the Client.

6. Compensation and Payment Terms

  1. Compensation shall be determined in accordance with the hourly rates or fixed fees set forth in the applicable service agreement or proposal.
  2. All fees are exclusive of value-added tax (VAT), which shall be invoiced at the statutory rate prevailing at the time of invoicing.
  3. Invoices issued by the Contractor shall be due and payable in full upon receipt, without any right of set-off or deduction, unless otherwise expressly agreed in writing.

7. Place of Performance, Travel, and Disbursements

  1. The Contractor shall determine the primary place of performance, which shall typically be either the Contractor’s registered offices or the Client’s premises.
  2. The Client shall reimburse the Contractor for all reasonable and necessary travel expenses as follows:
    • Automobile travel: €1.00 per kilometer.
    • Air travel: Business class fares.
    • Rail travel: First-class fares.
  3. All out-of-pocket expenses, including but not limited to accommodation, meals, and miscellaneous disbursements, shall be reimbursed upon submission of itemized receipts.
  4. A reduction of and incidental expenses submitted by the Contractor by the Client is excluded.

8. Cancellation and No-Show Policy

In the event the Client cancels or reschedules a confirmed engagement, the Client shall pay the following fees:

  • More than seven (7) days prior: 90% of the agreed fee
  • Seven (7) days or less prior or Failure to appear ("no-show"): 100% of the agreed feeThe Client retains the burden of proof to demonstrate that the Contractor incurred no actual damages or damages substantially lower than the fees specified above.
  • All travel and incidental expenses, including cancellation fees, shall remain reimbursable in full as per 7 above.

9. Engagement of Third Parties

  1. The Contractor shall be fully entitled, without prior approval, to engage subcontractors, freelance professionals, or employees of affiliated entities to fulfill its obligations under this Agreement.
  2. Notwithstanding the foregoing, the Contractor shall remain the sole point of contact for the Client and shall retain full responsibility for the quality and timeliness of all services rendered by third parties.
  3. The Client shall bear all direct costs associated with third-party engagements, plus a 25% administrative surcharge, upon submission of supporting documentation.

10. Client Obligations and Cooperation

The Client undertakes to provide timely access to all facilities, data, personnel, and resources necessary for the performance of services and to designate authorized representatives to liaise with the Contractor and any third parties engaged pursuant to Clause 9. The Client will ensure that all relevant employees and stakeholders cooperate fully with the Contractor’s team.

11. Limitation of Liability

The Contractor’s liability for damages, losses, or claims arising under this Agreement shall be strictly limited to instances of willful misconduct or gross negligence as defined under German law. Consequential, indirect, or punitive damages are expressly excluded to the fullest extent permissible by law.

12. Confidentiality and Data Protection

Both parties shall treat all non-public information disclosed during the term of this Agreement as strictly confidential and shall not disclose such information to any third party without the prior written consent of the disclosing party.

The Contractor may disclose confidential information to affiliated entities, subcontractors, or external advisors only to the extent necessary for the performance of services, provided that such third parties are bound by confidentiality obligations no less restrictive than those set forth herein.

13. Intellectual Property Rights

  1. All work product, including but not limited to analyses, reports, software, methodologies, and proprietary tools developed or provided by the Contractor, shall remain the exclusive intellectual property of the Contractor, unless otherwise specified in writing.
  2. The Client is granted a non-exclusive, non-transferable, revocable license to use the Contractor’s work product solely for the purposes contemplated under this Agreement.
  3. Any reproduction, modification, or dissemination of the Contractor’s work product to third parties shall require prior written authorization.
  4. The Contractor retains the unrestricted right to utilize general methodologies, tools, and non-proprietary insights developed during the engagement in other projects, provided that no Client-confidential information is disclosed.

14. Exclusion of Legal and Tax Advice

The Contractor does not provide legal or tax advisory services as defined under the German Legal Services Act (RDG) or Tax Advisory Act (StBerG). Any guidance provided shall be strategic and operational in nature and shall not substitute for independent legal or tax counsel. The Client acknowledges that it bears sole responsibility for compliance with all applicable laws and regulations.  The Client acknowledges that it bears sole responsibility for compliance with all applicable laws and regulations.

15. Governing Law and Dispute Resolution

  1. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  2. All disputes arising out of or in connection with this Agreement shall be exclusively submitted to the competent courts in Rosenheim, Germany.
  3. Should any provision of these GTC be held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The parties undertake to replace any invalid provision with a legally valid alternative that closely approximates the original intent.