§ 1 Scope
- These General Terms and Conditions apply from the first contact between LEONIUS S.L. (hereinafter referred to as the Contractor) and its customers (hereinafter referred to as the Client). These Terms and Conditions cover all contracts between the Client and the Contractor, particularly agreements in which the Contractor provides advice and information to the Client in planning, preparing, and executing business or professional decisions and projects, particularly in the following areas: Business Development/Management Consulting – Marketing & Sales – Mergers & Acquisitions – Coaching, Corporate Mentoring, Administration and Organization, Economic Consulting, Asset Management, and Financing Facilitation. Certain activities may also be performed directly by the Contractor.
§ 2 Subject Matter of the Contract / Scope of Services
- The object of the contract is the agreed-upon activity specified within the contract, not the achievement of a particular economic outcome. The Contractor’s services are considered complete once work time has been invested in the necessary analyses, subsequent conclusions, and recommendations, which are then explained to the Client. It is irrelevant whether or when these conclusions or recommendations are implemented. In cases of active support, including acting as a managing director or authorized representative, the Client releases the Contractor from any claims made by themselves or third parties.
- Upon request, the Contractor will inform the Client of the current status of the assignment. After the assignment is completed, an oral report will be provided, summarising the assignment, its execution, and key findings. If the Client requires a comprehensive written report, particularly for submission to third parties, this must be separately agreed upon and charged.
- The Contractor performs all work with care and always tailored to the Client’s individual situation and needs.
- Data and documents provided by the Client or third parties will only be checked for plausibility.
- Unless otherwise agreed, the Contractor may use expert subcontractors or third parties at any time. The Contractor will decide at their discretion which employees to deploy or replace. Costs for these services will be billed to the Client without requiring prior approval. The Contractor reserves the right to terminate the contract without the Client’s consent.
- The Contractor formalises the underlying agreement, excluding any liability for damages that may arise for the Client in connection with the underlying service contract. The Client assumes full responsibility for any resulting damages.
- The place of performance for all offered services is LEONIUS S.L.’s current business location (Spain).
§ 3 Modifications to Services
- If an assessment or implementation of desired changes affects contract conditions, particularly in terms of Contractor workload or schedule, the parties will agree on reasonable adjustments to the contract terms, particularly regarding compensation increases or time extensions. Unless otherwise agreed, the Contractor will continue work without taking change requests into account until the contract terms are amended.
- If extensive review of additional work is necessary, the Contractor may require separate commissioning for this.
- Changes and additions to the assignment must be in writing to be valid.
§ 4 Confidentiality / Data Protection
- The Contractor is obligated to maintain confidentiality regarding all information designated as confidential or any business and trade secrets of the Client that become known in connection with the assignment, indefinitely. However, information may be shared with third parties involved in carrying out the assignment without the Client’s consent. If there is suspicion of legal violations by the Client, the Contractor may inform authorities at any time without being liable to the Client afterward.
- The Contractor is authorised to process the personal data entrusted to them within the scope of the assignment’s purpose or to have it processed by third parties. The Client authorises the Contractor to fully utilize personal data to carry out assigned services, except for explicitly listed data that must be provided to the Contractor in writing beforehand.
- Emails are considered written declarations. The Client acknowledges that email transmission may result in data loss, alteration, or disclosure. The Client releases the Contractor from all claims for these consequences.
§ 5 Client’s Cooperation Obligations
- The Client is obligated to provide all necessary documents for the execution of services promptly, completely, and without special request, and to inform the Contractor of all relevant circumstances for the provision of services. It is assumed that all information and documents provided by the Client are accurate.
- Upon request by the Contractor, the Client must additionally confirm in writing the accuracy and completeness of their submitted documents, information, and verbal statements.
§ 6 Compensation / Payment Terms / Offset
- Compensation
All services provided by the Contractor (including file studies, preparation and conduct of meetings, development of consulting concepts, market studies, meetings with third parties, and travel time (charged at 50%)) are billed based on time spent at an agreed hourly rate or a flat rate plus 21% VAT/IVA, with a minimum billing unit of half an hour. A success-based fee or fee payable only upon success is excluded. Retainer payments are non-refundable. This also applies when the Contractor is requested as a speaker, coach, or seminar leader. For accepted offers/programs, the following payment modalities and deadlines apply: 50% of the fees are due immediately as a retainer, and already rendered services may be billed. 75% of the invoice amount is due 21 days, and 100% is due 14 days before the appointment, with no refunds.An exception applies to Mergers & Acquisitions (see Section 6.8.) and financing arrangements. For financing arranged by the Contractor for the Client, a fee of 1.5% of the approved loan amount is due upon a positive response from the bank, regardless of whether the Client uses the financing or in what intervals the approved amount is utilized. The fee is due upon invoicing. If the Client discontinues the financing request during processing, the Contractor may bill for the hours worked without losing claims.Generally, services may be billed based on a separate agreement or accepted offer at flat rates. The Contractor is also entitled to reimbursement for expenses, particularly travel costs and outlays incurred due to the assignment. External service providers, authorities, or government fees will be billed separately to the Client. - Travel costs, per diems, and ancillary costs are billed as follows:
Overnight expenses: as evidenced.
Daily per diem within Spain: EUR 300, abroad: EUR 800 (subject to agreement)
Travel: car per km: EUR 2.50, train (all types): 1st class, flight: business class
Other transportation: as evidenced - All ancillary costs, particularly for phone calls and copies, are billed at 5% of the total fee in Section 1.
- The fee is due immediately upon invoicing. For assignments spanning over four weeks, the Contractor is entitled to issue monthly invoices. In case of late payment, default interest of 17.5% p.a. is charged. Additionally, in the event of default, the Client must pay collection fees associated with engaging an attorney or debt collection agency. VAT is added to all price quotes and listed separately in invoices.
- For longer-term contracts billed on a time basis, the latest agreement (Terms and Conditions) applies. Changes require both parties’ signatures.
- Multiple Clients (individuals and/or entities) are jointly and severally liable.
- Offsetting against the Contractor’s claims for remuneration and expense reimbursement is only permissible with undisputed or legally established claims.
- A success fee of 7.5% is agreed upon for successfully completed M&A transactions, payable immediately upon closing. This success fee for M&A transactions is understood as a closing fee. Previously paid consulting fees related to a transaction are non-refundable.
- The Client explicitly authorises the Contractor to receive kickbacks (third-party rebates). These cannot be offset with the hourly rates or fees paid by the Client and do not need to be disclosed to the Client.
§ 7 Remedy of Defects
- If services are subject to rectification, the Contractor will remedy any defects they are responsible for to the extent feasible with reasonable effort. The Client must report defects in writing immediately, but no later than one week after service delivery.
- If rectification fails, the Client cannot demand a reduction in remuneration or cancellation of the contract. Further claims for damages are subject to § 8.
§ 8 Liability
- The Client indemnifies the Contractor against any claims, including those from third parties. The Contractor assumes no guarantees for the economic success of planned actions on the Client’s side. The Client is solely responsible for all decisions and bears the associated risks. No returns or value increases are guaranteed or promised by the Contractor.
- The Contractor is not liable for work results of third parties or cooperation partners, regardless of whether contracts were concluded by the Contractor or the Client. If the Client delegates decision-making to the Contractor, they release the Contractor from liability for processes and outcomes in this context.
- Telephone information provided by the Contractor is non-binding and remains subject to a detailed examination and written confirmation, which is essential for validity.
§ 9 Intellectual Property Protection
- The use of consulting services for entities associated with the Client requires an express written agreement.
- If work results are copyrightable, the Contractor retains authorship.
§ 10 Force Majeure
- Events of force majeure, which substantially hinder or temporarily make the performance impossible, entitle the Contractor to extend their performance by the duration of the impediment and a reasonable startup time. Force majeure includes labor disputes, illness, and similar circumstances if unforeseeable, serious, and unintentional. Both parties shall notify each other immediately upon the occurrence of such circumstances.
§ 11 Termination
Unless otherwise agreed, contracts may be terminated with four weeks’ notice to the end of the quarter. Termination must be in writing. Important reasons for termination include:
(a) if insolvency proceedings are initiated over the Client’s assets, or if a petition for such proceedings is dismissed for lack of assets or if the Client suspends payments.
(b) if the Client is in arrears with a payment due under this contract, even after a written reminder and a grace period of at least one week, by more than two weeks.
(c) other material breaches of the contract.
§ 12 Right of Retention / Storage of Documents
- The Contractor retains a right of retention on documents entrusted to them until full settlement of their claims.
- The Contractor’s obligation to store the Client’s personal documents expires three months after a written request for collection is issued.
§ 13 Miscellaneous
- Rights arising from the contractual relationship with the Contractor may only be assigned with prior written consent.
§ 14 Final Provisions
- Changes and additions to these Terms and Conditions must be in writing. No oral side agreements exist.
- If individual provisions of these Terms and Conditions are invalid or unenforceable, the rest of the contract remains unaffected. In such a case, the invalid or unenforceable provision shall be replaced by one that comes as close as possible to the economic purpose of the unenforceable or invalid provision. The place of jurisdiction is Palma de Mallorca, Inca, and Manacor, expressly excluding all other possible jurisdictions available to the Client. However, the Contractor may file a lawsuit before any other court.
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