AGBs

General Terms and Conditions (GTC) of Roemer Capital GmbH, Dreischeibenhaus 1, 40211 Düsseldorf

(hereinafter referred to as “Roemer Capital”)

§ 1 Scope of Application

(1) All deliveries, services, and offers by Roemer Capital are made exclusively on the basis of these General Terms and Conditions (GTC). They form part of all contracts concluded between Roemer Capital and its clients regarding the offered services. These GTC shall also apply to future contracts, even if not expressly agreed again.

(2) Deviating, conflicting, or supplementary general terms and conditions of the client shall not apply unless Roemer Capital has expressly agreed to their validity in writing. This shall also apply if Roemer Capital refers to a document containing or referring to the client’s GTC.

§ 2 Subject Matter of the Contract / Scope of Services

(1) The subject of the contract is the consulting service specified in the offer, particularly in the areas of investor readiness, fundraising, business planning and financial modeling, company sales, and M&A. A specific economic or financial success is expressly not owed.

(2) The contract does not include advice on legal, tax, or insurance matters. If, during the course of work, the need arises to involve such professionals, Roemer Capital will inform the client but is not obliged to do so.

(3) Data provided by the client or third parties will only be checked by Roemer Capital for plausibility. Analyses, evaluations, and recommendations are prepared in accordance with recognized professional standards and are documented transparently.

(4) Roemer Capital is entitled to employ vicarious agents, subcontractors, or third parties to provide services. The client has no right to demand performance by specific persons.

(5) Roemer Capital determines the place and time of performance at its own discretion but will consider the legitimate interests of the client, unless the service is provided exclusively digitally.

(6) For web-based services, the client is responsible for maintaining the technical access requirements.

§ 3 Changes to Services

(1) Roemer Capital will consider the client’s requests for changes where operationally and temporally reasonable.

(2) If such changes result in additional effort, delays, or other adjustments, the contractual terms (particularly remuneration and schedule) will be reasonably modified.

(3) Changes and additions must be made in text form.

§ 4 Client’s Duties of Cooperation / Non-Solicitation Clause

(1) The client undertakes to perform all necessary acts of cooperation fully, correctly, and in a timely manner. If required cooperation is omitted, Roemer Capital’s entitlement to remuneration remains unaffected.

(2) Upon request, the client must confirm in writing the accuracy and completeness of its information and documents.

(3) The client shall not solicit or employ any employees, managing directors, or partners of Roemer Capital during the term of the contract and for two years thereafter. In the event of a violation, a contractual penalty of EUR 40,000.00 shall be payable. The right to claim further damages remains reserved.

§ 5 Conclusion of Contract, Term, and Termination

(1) The contract is concluded exclusively in writing or in text form through acceptance of Roemer Capital’s offer.

(2) If a fixed term is agreed, it will automatically renew for the same period under the then-current conditions unless terminated in text form at least four weeks before the end of the term.

(3) In case of prolonged or repeated payment default, Roemer Capital is entitled, after a reminder, to terminate the contract without notice.

(4) The right to terminate for good cause remains unaffected. Any termination must be made in text form.

§ 6 Payment Terms, Set-Off, and Right of Retention

(1) All prices are exclusive of statutory VAT.

(2) Payment terms and deadlines are specified in the respective offer or invoice.

(3) If the client is in arrears, Roemer Capital may suspend performance until outstanding claims are settled, without losing the right to remuneration.

(4) Offsetting or exercising a right of retention is only permitted if the counterclaim is undisputed or has been legally established.

(5) Rights arising from the contractual relationship may only be assigned with the prior written consent of Roemer Capital.

§ 7 Expenses and Incidental Costs

In addition to the agreed remuneration, the client shall reimburse Roemer Capital for reasonable and substantiated expenses (e.g. travel, accommodation, and hospitality costs) incurred in connection with the fulfillment of the contract.

§ 8 Liability and Limitation Period

(1) Roemer Capital GmbH reserves the right to take civil action and, without prior notice, file criminal charges against any unlawful and/or improper or baseless statements made about the company or its services — in particular, false factual claims and defamatory remarks.

(2) Claims for damages against Roemer Capital GmbH, its legal representatives, or vicarious agents are excluded — regardless of the legal grounds, in particular due to impossibility, delay, defective performance, breach of contract, breach of duties during contract negotiations, or tort — insofar as liability depends on fault, and subject to the limitations set forth in this §8.

(3) The above exclusion does not apply to claims arising from damages caused by Roemer Capital GmbH, its legal representatives, or vicarious agents, if
a) the damages result from injury to life, body, or health,
b) the damages were caused intentionally or through gross negligence,
c) the asserted claims are based on the Product Liability Act,
d) there is a guarantee or procurement risk, insofar as agreed upon and Roemer Capital GmbH is liable therefrom.

In these cases, Roemer Capital GmbH shall be liable without limitation.

(4) In the event of a breach of so-called cardinal obligations due to simple negligence by Roemer Capital GmbH, its legal representatives, or vicarious agents, liability shall be limited to the foreseeable damage typical for the contract at the time of conclusion. This limitation shall not apply if Roemer Capital GmbH is liable without limitation as described above.

Cardinal obligations, in this sense, are material contractual obligations whose fulfillment is essential for the proper performance of the contract and on the observance of which you may regularly rely.

In all other cases of simple negligence, Roemer Capital GmbH’s total liability is limited to EUR 50,000.00, even if essential contractual obligations are affected.

(5) The customer bears the burden of proof for establishing a breach of duty, while Roemer Capital GmbH bears the burden of proof for the absence of fault (statutory burden of proof).

(6) Customer claims shall become time-barred within one year from the commencement of the statutory limitation period.

§ 9 Copyright and Rights of Use

(1) All concepts, analyses, models, presentations, or documents created within the scope of the contract are subject to Roemer Capital’s copyright.

(2) The client receives a simple, non-transferable right of use solely for the contractually agreed purpose.

(3) The right of use arises only after full payment of all remuneration claims.

(4) Disclosure, publication, or reproduction without Roemer Capital’s express consent is prohibited.

§ 10 Confidentiality

(1) Roemer Capital undertakes to maintain confidentiality regarding all information obtained in the course of cooperation.

(2) This duty of confidentiality also applies for two years after the end of the contract.

§ 11 References

The client agrees that Roemer Capital may use the client’s name, logo, and general project data for reference purposes in presentations and on its website, provided no conflicting confidentiality agreement exists.

§ 12 Force Majeure

Events of force majeure (e.g. natural disasters, war, pandemics, labor disputes, or government actions) that substantially hinder or temporarily render performance impossible entitle both parties to postpone their obligations for the duration of the impediment.

§ 13 Amendments to the GTC

(1) Roemer Capital may amend these GTC with four weeks’ notice at its reasonable discretion.

(2) Changes will be communicated to the client in text form. If the client does not object within four weeks of receipt, the amendments are deemed accepted.

§ 14 Final Provisions

(1) Individually agreed arrangements with the client, including side agreements, additions, and amendments, take precedence over these GTC. The content of such agreements is determined by the written contract or written confirmation from Roemer Capital.

(2) Should any provision be invalid, the validity of the remaining provisions shall not be affected.

(3) The law of the Federal Republic of Germany shall apply exclusively. The place of performance is the registered office of Roemer Capital. The exclusive commercial jurisdiction for disputes arising from the business relationship between Roemer Capital and the client is Roemer Capital’s registered office.