GENERAL TERMS AND CONDITIONS

1. General principles / scope
1.1 These general terms and conditions of the contractor apply exclusively to all legal transactions between the client and Transervice LTD (hereinafter jointly referred to as “the contractual partners”). The version valid at the time the contract is concluded is decisive.

1.2 These general terms and conditions also apply to all future contractual relationships, even if they are not expressly referred to in additional contracts.

1.3 Conflicting general terms and conditions, e.g. of the client, are invalid unless they are expressly recognized in writing by Transervice LTD.

1.4 In the event that individual provisions of these General Terms and Conditions should be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis of them. The ineffective provision is to be replaced by an effective provision that comes closest in meaning and economic purpose.

2. Scope of services of the consulting contract / assignment of third parties
2.1 The activity of Transervice LTD lies in the provision of instruction-free consulting services based on a service relationship. A concrete success is not owed.

2.2 Transervice LTD is not subject to instructions when providing its services, is independent and acts on its own responsibility. It is not tied to a specific place of work or specific working hours, unless otherwise contractually agreed.

2.3 The specific scope of the consulting assignment is contractually agreed on a case-by-case basis and can be adjusted upwards or downwards in the course of the contractual relationship.

2.4 Transervice LTD is entitled to have all or part of the consulting services provided by third parties. The commissioning and remuneration of the third party is carried out exclusively by Transervice LTD itself. There is no direct contractual relationship whatsoever between the third party and the client.

3. Client's obligation to provide information / declaration of completeness
3.1 The client shall ensure that the organizational framework conditions allow the consulting process to be carried out as undisturbed as possible at his place of business, which is conducive to the rapid progress of the consulting process.

3.2 The client will also comprehensively inform Transervice LTD about previous and/or ongoing consultations - also in other specialist areas, insofar as these can only possibly be relevant for the provision of services.

3.3 The client ensures that all documents necessary for the fulfillment and execution of the consulting contract are presented to Transervice LTD in a timely manner and that it is informed of all processes and circumstances that are important for the execution of the consulting contract, even without being specifically requested to do so . This also applies to all documents, processes and circumstances that only become known during the consultant's activity.
3.4 The client ensures that his employees and any employee representatives (works council) that may have been set up are informed of the activities of Transervice LTD before the activities of Transervice LTD begin.

4. Securing Independence
4.1 The contracting parties undertake to be loyal to one another.

4.2 The contractual partners mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties and employees of Transervice LTD from being endangered. In particular, the client will neither hire nor otherwise directly commission the people employed by Transervice LTD to provide the service during the commissioning or within two years after the end of the commission without the consent of Transervice LTD.

5. Reporting / Duty to Report
5.1 Transervice LTD will regularly report to the client about its work, that of its employees and, if necessary, that of the commissioned third parties according to the progress of the work.

5.2 If a final report has been agreed, the client will receive this within a reasonable period of time after completion of the order.

6. Intellectual Property Protection
6.1 The consulting services provided by Transervice LTD or its employees or by commissioned third parties (in particular presentations, reports, analyses, expert opinions, organization charts, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) are considered intellectual Property copyrighted.

6.2 The customer is only entitled to a right of use within the framework of the contractual relationship and these may only be used for purposes covered by the contract. In this respect, the client is also not entitled to reproduce and/or distribute the services provided without the express consent of Transervice LTD. Under no circumstances will Transervice LTD be liable to third parties as a result of unauthorized duplication/distribution by the client - in particular for the correctness of the services.

6.3 If the client violates these provisions, Transervice LTD is entitled to terminate the contractual relationship immediately and prematurely and to assert further claims, in particular for injunctive relief and/or damages.

7. Warranty
7.1 Transervice LTD is entitled and obliged, regardless of fault, to rectify any inaccuracies and defects in its service that become known. It will inform the client of this immediately.

7.2 This claim of the client expires 12 months after the service has been rendered.

8. Liability / Damages
8.1 Transervice LTD is only liable to the client for damages - with the exception of damages resulting from injury to life, limb or health - in the event of gross negligence (intent or gross negligence). This also applies to damage caused by third parties commissioned by Transervice LTD.

8.2 Claims for damages by the customer can only be asserted in court within six months of becoming aware of the damage and the damaging party, at the latest within three years of the event giving rise to the claim.

8.3 The customer must provide evidence that the damage is due to fault on the part of Transervice LTD.

8.4 If Transervice LTD performs the work with the commissioning of third parties and warranty and/or liability claims arise against these third parties in this context, Transervice LTD assigns these claims to the client, who accepts this assignment. In this case, the client will primarily rely on these third parties.

9. Confidentiality / Data Protection
9.1 Transervice LTD undertakes to maintain strict confidentiality about all business matters of which it becomes aware, in particular business and trade secrets of the client, as well as any other information worthy of protection that it receives about the type, scope of operations and practical activities of the client.

9.2 Furthermore, Transervice LTD undertakes to keep track of the entire content of the assignment and all information and circumstances that it received in connection with the provision of its services, in particular also about the personal data of the client, its owners, managing directors and employees * inside, to maintain silence towards third parties.

9.3 Transervice LTD will also oblige its employees to maintain confidentiality in accordance with Sections 9.1 and 9.2. The same applies to commissioned third parties that it uses.

9.4 The duty of confidentiality applies indefinitely, even after the end of this contractual relationship. Exceptions exist in the case of statutory obligations to provide information.

9.5 Transervice LTD is entitled to process entrusted personal data within the scope of the purpose of the contractual relationship. The client guarantees Transervice LTD that all necessary measures, in particular those in the sense of the data protection law, such as declarations of consent of the persons concerned, have been taken.

10. Compensation
10.1 The amount of the remuneration is regulated in individual contracts depending on the consulting order. The agreed remuneration is net prices, which are to be paid plus the statutory value added tax.

10.2 In addition to the right to remuneration from the consulting services provided, Transervice LTD is also entitled to reimbursement of expenses and disbursements (cash expenses, travel expenses, expenses, travel expenses, etc.), unless otherwise contractually agreed. In addition, Transervice LTD is entitled to demand advance payments and to issue interim invoices according to the progress of work and to demand corresponding advance payments.

10.3 The client will be informed in advance of any additional expenses. This applies in particular to additional expenses resulting from the use of third-party services, commissioned research, legal examinations and services other than those mentioned above in the context of the original order. The expenses incurred by Transervice LTD as part of the implementation will be settled against proof.
10.4 If the agreed services are not performed for reasons on the part of the client or due to a justified premature termination of the contractual relationship by Transervice LTD, the contractor retains the right to payment of the entire agreed fee less saved expenses.
If an hourly fee is agreed, the fee is to be paid for the number of hours expected for the entire agreed project, minus the expenses saved. The expenses saved are agreed at a flat rate of 30 percent of the fee for those services that the contractor has not yet provided by the day the contractual relationship ends.

10.5 In the event of non-payment of interim bills, Transervice LTD is released from its obligation to provide further services. However, this does not affect the assertion of further claims resulting from non-payment.

10.6 Transervice LTD will notify the client of any likely exceeding of the agreed remuneration, the preliminary calculation or the cost estimate by more than 10% immediately after becoming aware of the circumstances causing the increase, unless the client caused this circumstance himself.

10.7 For individual orders/projects, Transervice LTD can charge 30% of the offer amount when the order is placed. The remaining 70% is due after completion of the services or according to a separate agreement at the agreed time.

10.8. In the event of a significant change in the contractual obligations of M² Business Consulting for the purpose of adapting them to the needs of the client, the necessary additional work will be charged. This also applies to an extensive check as to whether and under what conditions the change or extension can be carried out, insofar as Transervice LTD (or a third party) has pointed out the need for this check.

10.9. If the client changes or breaks off orders, work or extensive planning prematurely, the client will reimburse all costs incurred and release Transervice LTD from all liabilities to third parties. The assertion of further claims remains unaffected.

10.10 Incoming payments will be offset against older liabilities of the client. If costs of legal action, such as dunning costs, have already arisen, Transervice LTD can first offset payments from the client against these costs, then against the interest and finally against the main service.

11. Electronic invoicing
Transervice LTD is entitled to send the client invoices in electronic form. The client expressly agrees to the sending of invoices in electronic form by Transervice LTD.

12. Duration of Contract
12.1 This contract generally ends upon completion of the project, otherwise with the agreed contract term, unless an extension is made.

12.2 Irrespective of this, the contract can be terminated by either contractual partner at any time for good cause without observing a period of notice. An important reason is, in particular,

• if a contractual partner breaches essential contractual obligations
• if a contractual partner defaults on payment after the opening of insolvency proceedings
• if there are legitimate concerns about the creditworthiness of a contracting party for whom no insolvency proceedings have been opened and the contracting party does not make any advance payments at the request of Transervice LTD, nor provides suitable security before Transervice LTD performs and the poor financial situation of the other contracting party were not known at the time the contract was concluded
• if the customer violates his obligations to cooperate
• if the client exceeds the copyright usage rights granted to him

13. Final Provisions
13.1 German law applies to these General Terms and Conditions and the entire legal relationship between the client and Transervice LTD. German law also applies to cross-border traffic, excluding the UN sales law.

13.2 Only entrepreneurs, traders and merchants are advised. Accordingly, the legal transaction is assigned to the entrepreneurial area. The purpose depends on the objective circumstances from the content of the consulting contract and the appearance of the client with the presentation and assessment of the client's business model.
13.3 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other of any changes immediately. Changes to the contract and these General Terms and Conditions must be in writing, as must a waiver of this form requirement. Verbal collateral agreements do not exist.

13.4 The legal regulation of § 306 Para. 1 BGB applies. The same applies if the terms and conditions contain an unforeseen gap. Should individual provisions of these General Terms and Conditions be ineffective or void, the validity of the remaining provisions shall not be affected.

13.5 The place of fulfillment is the professional branch of Transervice LTD. The place of jurisdiction for all disputes arising from the contractual relationship is Pullach im Isartal, provided the customer is a merchant or is located in the area of the European Union.

Status: January 2023