General Terms and Conditions (GTC) for Projects - Service Agreements
§ 1 Scope of Application
(1) These General Terms and Conditions (GTC) shall apply to all legal transactions of Mücke Roth & Company GmbH (hereinafter the “Contractor”) with its contractual partner (hereinafter the “Client”), as well as to affiliated companies of the Client within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG), unless otherwise agreed in writing. They apply to all engagements relating to consulting, training, planning, organizational services, and similar services.
(2) These GTC shall apply exclusively. Any deviating terms and conditions of the Client shall not apply unless expressly agreed to in writing by the Contractor. This shall also apply if the Contractor performs services without reservation despite being aware of conflicting terms. Individual agreements and provisions set out in the Contractor’s order confirmation shall prevail over these GTC.
(3) Legally relevant declarations and notices by the Client in relation to the contract (e.g. setting of deadlines) must be made in writing. “Written form” within the meaning of these GTC includes written and text form (e.g. letter, email, fax). Statutory formal requirements and further proof requirements, particularly in case of doubt regarding the legitimacy of the declaring party, shall remain unaffected.
(4) References to statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall apply unless expressly modified or excluded in these GTC.
§ 2 Conclusion of Contract and Subject Matter
(1) Offers issued by the Contractor shall be binding for a period of 21 calendar days from the date of the offer, unless otherwise stated.
(2) Upon expiry of this period, the Contractor shall no longer be bound by the offer unless expressly confirmed otherwise.
(3) A contract shall be concluded upon written acceptance of the offer by the Client, in particular by signing the offer, issuing a written order confirmation, or confirming via email.
(4) Acceptance may also occur through implied conduct (e.g. commencement of the project).
§ 3 Scope of Services and Performance
(1) The scope of services, objectives, methodology, deliverables, and work results shall be defined in the respective offer and any related project agreements or supplementary arrangements in text form. Any changes or extensions require a separate agreement in text form.
(2) The Contractor shall perform the agreed services independently, autonomously, and without being subject to instructions. The Client shall have no right to issue instructions regarding time, place, or manner of performance, except where coordination is required for project-related reasons.
(3) The Contractor shall be free to determine the place and time of performance, both for its own activities and those of its personnel, taking into account project requirements and proper contract performance.
(4) The Contractor may engage its own employees (“MRC Employees”) or independent third parties (e.g. freelancers, consultants, interim managers – “MRC Experts”) to perform the services. The Contractor shall ensure that such personnel have the necessary qualifications and experience.
(5) The Contractor shall designate a responsible project contact in the respective offer, who shall be responsible for coordination and project-related communication.
(6) Upon completion of a project or framework agreement, the Contractor shall ensure appropriate documentation of deliverables and project status and shall provide such documentation upon request.
(7) The Contractor shall ensure that all personnel engaged hold the necessary permits and authorizations (e.g. work permits). If such authorization is missing, the Contractor shall bear any resulting additional costs and provide a suitable replacement at its own expense.
§ 4 Client Cooperation Obligations
(1) The Client shall support the Contractor in all activities necessary for the performance of the assignment.
(2) The Client shall provide all conditions necessary for proper performance free of charge. In particular, the Client shall designate a contact person authorized to make necessary interim decisions, provide access to relevant information, and supply all required documentation in a timely manner. The Client shall have no right to issue instructions to the Contractor’s personnel.
§ 5 Confidentiality
(1) Both parties undertake to treat business and trade secrets as confidential and not to disclose or use any non-public information for unauthorized purposes.
(2) Each party shall impose corresponding obligations on its employees.
(3) The confidentiality obligation shall survive termination of the contract.
(4) In the event of a culpable breach, a contractual penalty of up to EUR 10,000 may be imposed. The amount shall depend on the nature and severity of the breach and is subject to judicial review. Further claims remain unaffected.
(5) The Client shall treat all information received from the Contractor as confidential and shall not disclose it without prior consent. Any reference checks regarding presented individuals require prior coordination with the Contractor.
§ 6 Intellectual Property Rights
(1) The Contractor grants the Client a non-exclusive right to use and exploit any intellectual property created within the scope of the project. No separate remuneration shall be due for this grant.
(2) Materials provided by the Contractor may only be used for the Client’s internal purposes and must not be disclosed to third parties.
(3) In case of breach, a contractual penalty of up to EUR 10,000 may apply. Further claims remain unaffected.
(4) The Contractor retains the right to use general know-how, concepts, and experience in anonymized form.
§ 7 Default of Acceptance
(1) If performance requires cooperation by the Client and such cooperation is not provided, the Client shall be deemed in default of acceptance. The Contractor’s right to remuneration shall remain unaffected.
(2) The Contractor may claim compensation for additional expenses incurred.
(3) The Contractor may set a reasonable deadline and terminate the project for cause if such deadline expires without remedy.
§ 8 Liability
(1) The Contractor shall be liable in accordance with statutory provisions for intent, gross negligence, and injury to life, body, or health.
(2) In case of slight negligence in breach of a material contractual obligation, liability shall be limited to foreseeable, typical damages.
(3) Liability shall be limited to the total fee volume of the respective contract and capped at EUR 250,000.
(4) Any further liability is excluded.
(5) These limitations also apply to representatives and agents.
(6) Liability pursuant to Section 639 BGB remains unaffected.
§ 9 Force Majeure
Events of force majeure that significantly hinder or temporarily prevent performance shall entitle the Contractor to postpone performance for the duration of the disruption plus a reasonable restart period. This includes strikes, lockouts, war, natural disasters, or similar events beyond the Contractor’s control.
§ 10 Term
The project agreement shall terminate upon full and proper performance of the agreed services, unless otherwise agreed.
§ 11 Fees, Expenses, and Payment Terms
Fees shall be calculated based on time spent (time-based fees), including travel time where applicable. Rates and reimbursable expenses shall be governed by the respective project agreement. In the absence of such agreement, the Contractor’s standard rates at the time of contract conclusion shall apply, plus statutory VAT. Invoices are generally issued monthly and payable within 15 days without deduction. Discounts require explicit agreement.
§ 12 Engagement of MRC Employees and Experts
(1) From the time a consultant or candidate profile is presented, and for a period of 12 months following the termination of the cooperation with the Contractor, the Client shall not, without the Contractor’s consent, directly or indirectly employ or engage any MRC Employees or MRC Experts who were involved in the business relationship, irrespective of which party initiated such engagement.
(2) In the event of a breach, the Client shall pay a placement fee amounting to 30% of the first annual target compensation (including all variable remuneration components, additional payments, and company car benefits (if applicable), plus VAT), but at least EUR 20,000 plus VAT.
(3) If the Client engages an MRC Expert introduced by the Contractor or deployed within a project within 24 months after termination of the cooperation
a) via a third party (in particular another service provider), or
b) directly as an independent consultant, without involving the Contractor, this shall be deemed a circumvention of the Contractor’s contractual services.
(4) In the cases described in paragraph (3), the Client shall pay a transfer or circumvention fee amounting to 30 daily rates based on the last rate agreed with the Contractor or offered by the Client, plus statutory VAT. The fee shall be due within 28 calendar days after commencement of the engagement.
(5) The Client shall inform the Contractor without undue delay of the conclusion of any contract with the respective individual and, upon request, provide a full copy of such contract.
(6) This provision shall also apply to any activities performed for affiliated companies, as well as to advisory or corporate governance roles.
§ 13 Assignment
Assignment of rights or transfer of obligations requires prior consent in text form. Section 354a HGB remains unaffected.
§ 14 Reference Use
The Contractor may name the Client as a reference, either by name or in anonymized form. Any detailed case description requires prior coordination.
§ 15 Miscellaneous
(1) No side agreements exist.
(2) Amendments must be made in text form. Individual agreements shall prevail.
(3) Invalid provisions shall not affect the validity of the remainder. The parties shall replace invalid provisions with valid ones reflecting the original intent.
(4) German law shall apply. Exclusive place of jurisdiction is Munich.
Version: April 2026
(1) These General Terms and Conditions (GTC) shall apply to all legal transactions of Mücke Roth & Company GmbH (hereinafter the “Contractor”) with its contractual partner (hereinafter the “Client”), as well as to affiliated companies of the Client within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG), unless otherwise agreed in writing. They apply to all engagements relating to consulting, training, planning, organizational services, and similar services.
(2) These GTC shall apply exclusively. Any deviating terms and conditions of the Client shall not apply unless expressly agreed to in writing by the Contractor. This shall also apply if the Contractor performs services without reservation despite being aware of conflicting terms. Individual agreements and provisions set out in the Contractor’s order confirmation shall prevail over these GTC.
(3) Legally relevant declarations and notices by the Client in relation to the contract (e.g. setting of deadlines) must be made in writing. “Written form” within the meaning of these GTC includes written and text form (e.g. letter, email, fax). Statutory formal requirements and further proof requirements, particularly in case of doubt regarding the legitimacy of the declaring party, shall remain unaffected.
(4) References to statutory provisions are for clarification purposes only. Even without such clarification, statutory provisions shall apply unless expressly modified or excluded in these GTC.
§ 2 Conclusion of Contract and Subject Matter
(1) Offers issued by the Contractor shall be binding for a period of 21 calendar days from the date of the offer, unless otherwise stated.
(2) Upon expiry of this period, the Contractor shall no longer be bound by the offer unless expressly confirmed otherwise.
(3) A contract shall be concluded upon written acceptance of the offer by the Client, in particular by signing the offer, issuing a written order confirmation, or confirming via email.
(4) Acceptance may also occur through implied conduct (e.g. commencement of the project).
§ 3 Scope of Services and Performance
(1) The scope of services, objectives, methodology, deliverables, and work results shall be defined in the respective offer and any related project agreements or supplementary arrangements in text form. Any changes or extensions require a separate agreement in text form.
(2) The Contractor shall perform the agreed services independently, autonomously, and without being subject to instructions. The Client shall have no right to issue instructions regarding time, place, or manner of performance, except where coordination is required for project-related reasons.
(3) The Contractor shall be free to determine the place and time of performance, both for its own activities and those of its personnel, taking into account project requirements and proper contract performance.
(4) The Contractor may engage its own employees (“MRC Employees”) or independent third parties (e.g. freelancers, consultants, interim managers – “MRC Experts”) to perform the services. The Contractor shall ensure that such personnel have the necessary qualifications and experience.
(5) The Contractor shall designate a responsible project contact in the respective offer, who shall be responsible for coordination and project-related communication.
(6) Upon completion of a project or framework agreement, the Contractor shall ensure appropriate documentation of deliverables and project status and shall provide such documentation upon request.
(7) The Contractor shall ensure that all personnel engaged hold the necessary permits and authorizations (e.g. work permits). If such authorization is missing, the Contractor shall bear any resulting additional costs and provide a suitable replacement at its own expense.
§ 4 Client Cooperation Obligations
(1) The Client shall support the Contractor in all activities necessary for the performance of the assignment.
(2) The Client shall provide all conditions necessary for proper performance free of charge. In particular, the Client shall designate a contact person authorized to make necessary interim decisions, provide access to relevant information, and supply all required documentation in a timely manner. The Client shall have no right to issue instructions to the Contractor’s personnel.
§ 5 Confidentiality
(1) Both parties undertake to treat business and trade secrets as confidential and not to disclose or use any non-public information for unauthorized purposes.
(2) Each party shall impose corresponding obligations on its employees.
(3) The confidentiality obligation shall survive termination of the contract.
(4) In the event of a culpable breach, a contractual penalty of up to EUR 10,000 may be imposed. The amount shall depend on the nature and severity of the breach and is subject to judicial review. Further claims remain unaffected.
(5) The Client shall treat all information received from the Contractor as confidential and shall not disclose it without prior consent. Any reference checks regarding presented individuals require prior coordination with the Contractor.
§ 6 Intellectual Property Rights
(1) The Contractor grants the Client a non-exclusive right to use and exploit any intellectual property created within the scope of the project. No separate remuneration shall be due for this grant.
(2) Materials provided by the Contractor may only be used for the Client’s internal purposes and must not be disclosed to third parties.
(3) In case of breach, a contractual penalty of up to EUR 10,000 may apply. Further claims remain unaffected.
(4) The Contractor retains the right to use general know-how, concepts, and experience in anonymized form.
§ 7 Default of Acceptance
(1) If performance requires cooperation by the Client and such cooperation is not provided, the Client shall be deemed in default of acceptance. The Contractor’s right to remuneration shall remain unaffected.
(2) The Contractor may claim compensation for additional expenses incurred.
(3) The Contractor may set a reasonable deadline and terminate the project for cause if such deadline expires without remedy.
§ 8 Liability
(1) The Contractor shall be liable in accordance with statutory provisions for intent, gross negligence, and injury to life, body, or health.
(2) In case of slight negligence in breach of a material contractual obligation, liability shall be limited to foreseeable, typical damages.
(3) Liability shall be limited to the total fee volume of the respective contract and capped at EUR 250,000.
(4) Any further liability is excluded.
(5) These limitations also apply to representatives and agents.
(6) Liability pursuant to Section 639 BGB remains unaffected.
§ 9 Force Majeure
Events of force majeure that significantly hinder or temporarily prevent performance shall entitle the Contractor to postpone performance for the duration of the disruption plus a reasonable restart period. This includes strikes, lockouts, war, natural disasters, or similar events beyond the Contractor’s control.
§ 10 Term
The project agreement shall terminate upon full and proper performance of the agreed services, unless otherwise agreed.
§ 11 Fees, Expenses, and Payment Terms
Fees shall be calculated based on time spent (time-based fees), including travel time where applicable. Rates and reimbursable expenses shall be governed by the respective project agreement. In the absence of such agreement, the Contractor’s standard rates at the time of contract conclusion shall apply, plus statutory VAT. Invoices are generally issued monthly and payable within 15 days without deduction. Discounts require explicit agreement.
§ 12 Engagement of MRC Employees and Experts
(1) From the time a consultant or candidate profile is presented, and for a period of 12 months following the termination of the cooperation with the Contractor, the Client shall not, without the Contractor’s consent, directly or indirectly employ or engage any MRC Employees or MRC Experts who were involved in the business relationship, irrespective of which party initiated such engagement.
(2) In the event of a breach, the Client shall pay a placement fee amounting to 30% of the first annual target compensation (including all variable remuneration components, additional payments, and company car benefits (if applicable), plus VAT), but at least EUR 20,000 plus VAT.
(3) If the Client engages an MRC Expert introduced by the Contractor or deployed within a project within 24 months after termination of the cooperation
a) via a third party (in particular another service provider), or
b) directly as an independent consultant, without involving the Contractor, this shall be deemed a circumvention of the Contractor’s contractual services.
(4) In the cases described in paragraph (3), the Client shall pay a transfer or circumvention fee amounting to 30 daily rates based on the last rate agreed with the Contractor or offered by the Client, plus statutory VAT. The fee shall be due within 28 calendar days after commencement of the engagement.
(5) The Client shall inform the Contractor without undue delay of the conclusion of any contract with the respective individual and, upon request, provide a full copy of such contract.
(6) This provision shall also apply to any activities performed for affiliated companies, as well as to advisory or corporate governance roles.
§ 13 Assignment
Assignment of rights or transfer of obligations requires prior consent in text form. Section 354a HGB remains unaffected.
§ 14 Reference Use
The Contractor may name the Client as a reference, either by name or in anonymized form. Any detailed case description requires prior coordination.
§ 15 Miscellaneous
(1) No side agreements exist.
(2) Amendments must be made in text form. Individual agreements shall prevail.
(3) Invalid provisions shall not affect the validity of the remainder. The parties shall replace invalid provisions with valid ones reflecting the original intent.
(4) German law shall apply. Exclusive place of jurisdiction is Munich.
Version: April 2026
