General terms and conditions

01Scope

1. These terms apply to all contracts between the Company and its clients for management, advisory, project and other services, unless otherwise agreed in writing in an individual case.
2. The Company’s services are directed exclusively at businesses, legal entities under public law and special funds under public law. No contracts are concluded with consumers.
3. Deviating, conflicting or supplementary terms of the client only become part of the contract if the Company expressly agrees to them in writing. This also applies if the Company performs services without reservation in the knowledge of such terms.
4. The services of portfolio companies (in particular SalesDrive, SalesEye and SalesAgent) are governed exclusively by their own terms. The Company acquires no rights and assumes no obligations under contracts concluded by its portfolio companies.

02Conclusion of contract

1. The Company’s offers are non-binding unless expressly designated as binding.
2. A contract is concluded when both parties sign an offer or contract, or when the Company confirms an order in writing. Text form (e.g. email) is sufficient.
3. The content and scope of services result from the respective offer or contract including the service description (individual contract). In the event of conflict, the individual contract takes precedence over these terms.

03Services

1. The Company provides its services with the diligence of a prudent businessperson, in line with the state of experience at the time of performance. The agreed activity is owed, not a particular economic result, unless such a result has been expressly promised in writing.
2. The Company may engage qualified employees, affiliated companies and subcontractors to perform its services. It remains responsible to the client for proper performance.
3. The Company does not provide legal, tax or investment advice or any financial services requiring a licence. Recommendations on such matters must be reviewed by the client with appropriately authorised advisers.
4. Dates and deadlines are only binding if they have been expressly agreed as binding in writing.

04Client cooperation

1. The client shall provide the Company with all information, documents and access required for the services in good time, completely and accurately, and shall name a contact person authorised to make decisions.
2. Delays and additional effort resulting from late or insufficient cooperation are borne by the client. Agreed deadlines are extended accordingly.

05Fees and payment

1. Fees are set out in the individual contract. All amounts are in euros and net of statutory VAT where applicable; for cross-border services the reverse-charge procedure may apply.
2. Invoices are payable without deduction within 14 days of the invoice date. Invoices may be issued electronically.
3. In the event of late payment, the Company may charge statutory default interest for commercial transactions and a flat-rate compensation for recovery costs under Directive 2011/7/EU, and may withhold further services until payment is made.
4. The client may only set off claims that are undisputed or have been finally established by a court.

06Confidentiality

1. The parties shall treat as confidential all trade and business secrets of the other party that become known to them in the course of their cooperation and shall use them only for the performance of the contract.
2. This obligation does not apply to information that is or becomes publicly known through no breach of duty, that was already known to the receiving party, or that must be disclosed by law or by order of an authority.
3. The confidentiality obligation continues for three years after the end of the contract.

07Rights to work results

1. Upon full payment, the client receives a non-exclusive right, unlimited in time and territory, to use the work results created for it for its own purposes.
2. The Company’s pre-existing know-how, methods, templates, tools and software remain with the Company. It may continue to use general experience gained in performing the services, provided no confidential information of the client is disclosed.

08Liability

1. The Company is liable without limitation for damage resulting from injury to life, body or health and for damage caused intentionally or through gross negligence.
2. In the event of a slightly negligent breach of essential contractual obligations, liability is limited to the typical, foreseeable damage and in any case to the fees paid by the client under the affected individual contract in the twelve months preceding the damaging event. Otherwise, liability for slight negligence is excluded.
3. Liability for lost profits, lost savings, indirect and consequential damage is excluded, except in the cases of clause 1.
4. Claims for damages become time-barred one year after knowledge of the damage and the party liable, except in the cases of clause 1. Mandatory statutory liability remains unaffected.

09Term and termination

1. The term and ordinary termination are governed by the individual contract. Unless otherwise agreed, contracts concluded for an indefinite period may be terminated by either party with one month’s notice to the end of a month.
2. The right to terminate for good cause remains unaffected. Good cause exists for the Company in particular if the client is more than 30 days in arrears with due payments despite a reminder.
3. Notices of termination must be given in text form.

10Data protection

The Company processes personal data in accordance with the General Data Protection Regulation. Details can be found in the privacy policy. Where the Company processes personal data on behalf of the client, the parties will conclude a separate agreement pursuant to Art. 28 GDPR.

11Final provisions

1. The law of the Republic of Estonia applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules.
2. The exclusive place of jurisdiction for all disputes arising from or in connection with contracts governed by these terms is the competent court at the Company’s registered office (Harju Maakohus). The Company may also bring an action against the client at the client’s general place of jurisdiction.
3. Amendments and additions to the contract must be made in text form. This also applies to any waiver of this form requirement.
4. Should any provision of these terms be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to its economic purpose.
5. These terms are available in English and German. In the event of any discrepancy, the German version shall prevail.