GENERAL TERMS AND CONDITIONS OF BUSINESS

preamble

Squared Away (Dr. Florian Maximilian Kleinau) – hereinafter referred to as Squared Away – supports its clients in all matters relating to company management and business administration. Squared Away carries out its advisory work within the framework of generally accepted professional principles and codes of conduct.

§ 1 Scope

(1) The following General Terms and Conditions apply to contracts between Squared Away and its client, unless otherwise expressly agreed in writing or required by law.

(2) The client’s terms and conditions shall only apply if this has been expressly agreed in writing.

(3) The contract with the client does not create any rights or obligations for the benefit of third parties.

§ 2 Subject matter of the contract

(1) The scope of the services to be provided by Squared Away is determined by the written order issued, which relates exclusively to advisory activities in the area of company management and business administration. Advisory services in the legal and tax areas, as well as in all other regulated areas, in particular those of financial services, are neither promised nor provided by Squared Away.

(2) The contracts concluded by Squared Away are service contracts, unless expressly agreed otherwise.

§ 3 Contract execution

(1) Squared Away may have contractual obligations fulfilled by third parties, including external service providers, for whose services it is responsible as for its own conduct. These service providers are also obliged to maintain confidentiality and to comply with data protection regulations.

(2) The client is obliged to provide Squared Away with all information and documents necessary for the execution of the order, in full and on time, and to carry out the work required to find the information or create the documents. The client is obliged to inform Squared Away fully and promptly about all processes and circumstances that may be of importance for the execution of the order. The client's duty to cooperate also extends to processes and documents that only become known during Squared Away's work. The review of the correctness, completeness and correctness of the documents and figures provided, in particular the bookkeeping and balance sheet, is only part of the order if this has been agreed in writing. Squared Away will assume that the facts, in particular the figures, stated by the client are correct. If it discovers obvious inaccuracies, it is obliged to point them out.

(3) The Client is obliged, upon request from Squared Away, to confirm the accuracy and completeness of the information and documents provided.

(4) After the services have been provided, unless otherwise agreed, a consultation protocol will be drawn up. Only this written consultation protocol is decisive for the service relationship between the client and Squared Away. This protocol can also take the form of a business plan, a financial model or a Power Point presentation.

(5) Squared Away is obliged to take into account changes to the client's order, provided this is possible within the scope of its operational capacities, in particular with regard to the effort and scheduling. If the changes to the order affect the contractual conditions, in particular the effort of Squared Away or the schedule, the contractual conditions (e.g. remuneration, deadlines) will be adjusted. An examination of the additional effort can be agreed separately. Unless otherwise agreed, in this case Squared Away will carry out the work without taking the changes to the order into account until the contract is adjusted. If the changes to the order are not related to or proportionate to the original service contract, Squared Away can demand the conclusion of a new service contract. Changes and additions to the order must be in writing to be effective. Minutes of relevant meetings are deemed to meet this requirement if they are signed by both parties.

(6) Squared Away does not guarantee the success of the advice, the achievement of specific goals or the procurement of financing. Squared Away's services are aimed at advising and supporting the client, but without guarantee of actual success.

§ 4 Duty of confidentiality

(1) Squared Away is legally obliged to maintain confidentiality regarding all facts that come to its knowledge in connection with the execution of the order, unless the client releases it from this obligation in writing. The obligation of confidentiality continues even after the contractual relationship has ended. The obligation of confidentiality also applies to the same extent to Squared Away employees and to all external service providers involved. Squared Away may only hand over reports, expert opinions and other written statements about the results of its work to third parties with the consent of the client.

(2) Squared Away is entitled to collect personal data of the client and its employees within the scope of the orders placed and to process them in an automated file or to transfer them to a service data center for further order data processing.

§ 5 Correction of defects

(1) Squared Away is entitled and obliged to remedy any defects that subsequently become known and that have arisen in the course of the service it provides. The client is obliged to inform Squared Away of the inaccuracy/error in writing immediately after becoming aware of it.

(2) The client is entitled to have the defects remedied free of charge if they are the responsibility of Squared Away. This right expires six months after the provision of the service complained of.

(3) If defects remain despite repairs, compensation can only be claimed if Squared Away acted with gross negligence or intent.

(4) The service and partial services shall be deemed to have been accepted without reservation if the client does not object to them in writing to Squared Away within 4 weeks of delivery.

§ 6 Remuneration

The exact terms of payment are usually shown in an offer. These are then valid. If such an offer is not available and no fixed price or other hourly rate is agreed, the following applies:

(1) A fee of EUR 225 per hour (as of January 1, 2021). The hourly rate can be adjusted at any time to reflect general price developments (inflation). This will be announced in writing or verbally with a lead time of 4 weeks and applies exclusively to consulting hours provided from the date of validity. Travel time is not considered working time. If the client cancels agreed appointments three working days in advance or at shorter notice, Squared Away is entitled to 70% of the fee for the time lost.

(2) In addition to the fee, Squared Away is entitled to claim reimbursement from the client for expenses incurred by it and its employees, such as travel costs (€0.91/km), accommodation and meal costs (as per receipt). These costs can be invoiced as soon as they are incurred.

(3) Value added tax will be charged additionally.

(4) Squared Away may request an advance payment for fees and expenses already incurred and for those expected to be incurred. If the advance payment requested is not paid, Squared Away may, after prior notice, cease further work for the client until the advance payment is received. Squared Away is obliged to notify the client of its intention to cease work in good time if the client could suffer disadvantages as a result of the cessation of work.

(5) All invoices are payable without deduction within 7 days of the invoice date, provided that the invoice was posted no later than the following day. The timeliness of payment is determined by the credit to Squared Away's bank account.

(6) If the client defaults on a payment, he shall pay reminder costs at an appropriate amount as well as default interest at the statutory rate.

(7) Set-off against Squared Away’s claims for compensation is only permitted with undisputed or legally established claims.

(8) In the event of payment arrears, Squared Away is entitled to withhold advice until the arrears are settled. Squared Away will notify the client of this in writing or verbally.

§ 7 Protection of intellectual property, copyright, use

(1) The client is obliged to use the documents produced under the service contract, including all attachments, only for the purposes of the contract, even after payment of the remuneration.

(2) The client may only use the results of all services provided by Squared Away for its own business purposes. The report or other results from the service provided by Squared Away may only be passed on to third parties or published with the prior written consent of Squared Away. This does not constitute liability on the part of Squared Away towards the third party.

(3) The copyright to the documents created by Squared Away belongs to Squared Away, even if the documents were created on behalf of the client.

(4) Until all fees and expenses have been paid in full, Squared Away shall retain title to all documents, reports, plans, lists, etc. produced.

(5) After settlement of its claims, Squared Away must return all documents that the client or a third party has given to it in connection with the execution of the order. This does not apply to correspondence between the parties and to documents that the client already has in original.

§ 8 Publication and reference

(1) The client grants Squared Away the right to publish the collaboration between the parties for marketing purposes, including use as a reference and presentation on the website or in Squared Away's social media presences, e.g. in the form of a testimonial. If the client objects to publication, this must be communicated in writing before the start of the collaboration. 

§ 9 Liability

(1) Squared Away’s liability for each order is limited to the amount of the fee for the service provided for the respective order.

(2) The above limitation does not apply to damages resulting from intent or gross negligence on the part of Squared Away.

(3) The client’s claim for compensation for damages shall expire 6 months after the service has been provided.

§ 10 Data protection

(1) Responsible: The person responsible for data processing within the framework of the cooperation is Squared Away (Dr. Florian Maximilian Kleinau), [Zum Seekamper See 11, 23823 Seedorf], email: [hallo@squared-away.de].

(2) Purpose and legal basis of processing: Personal data is processed exclusively for the purpose of fulfilling and processing the contractual relationship (Art. 6 Para. 1 lit. b GDPR). This includes in particular the administration of client data, communication with the client and the provision of the contractually owed services. In addition, data may be processed in order to comply with legal obligations (Art. 6 Para. 1 lit. c GDPR) or on the basis of legitimate interests of Squared Away (Art. 6 Para. 1 lit. f GDPR), for example to protect legal claims and for direct advertising.

(3) Type of data collected: As part of the cooperation, the following personal data will be processed in particular:

• Contact details (e.g. name, address, email, telephone number)
• Contract data (e.g. subject matter of the contract, term, customer number)
• Billing and payment data
• Communication data (e.g. emails, calls)
• Other data necessary to fulfill contractual obligations.

(4) Disclosure to third parties: Personal data will only be passed on to third parties if this is necessary to fulfil the contract (e.g. to external service providers acting on behalf of Squared Away), if this is based on a legal basis, or if the client has consented. All external service providers are contractually obliged to comply with data protection regulations and are carefully selected by Squared Away.

(5) Storage period: The personal data will only be stored for as long as it is necessary to fulfill the contract, the statutory retention periods or to protect legitimate interests. After the respective deadlines have expired, the data will be deleted unless there is a statutory retention period or an express consent for further storage.

(6) Rights of the data subjects: The client has the right to receive information about the personal data stored by Squared Away at any time (Art. 15 GDPR). Furthermore, the client has the right to rectification (Art. 16 GDPR), erasure (Art. 17 GDPR), restriction of processing (Art. 18 GDPR) and data portability (Art. 20 GDPR). Consent to the processing of personal data can be revoked at any time with effect for the future (Art. 7 Para. 3 GDPR).

(7) Right of objection: The client has the right to object at any time to the processing of personal data based on Art. 6 (1) (e) or (f) GDPR for reasons related to his or her particular situation (Art. 21 GDPR). Squared Away will stop processing the personal data unless there are compelling legitimate grounds for the processing which outweigh the interests, rights and freedoms of the client, or the processing serves to assert, exercise or defend legal claims.

(8) Right to lodge a complaint with a supervisory authority: If the client believes that the processing of personal data violates the GDPR, he or she has the right to lodge a complaint with a supervisory authority (Art. 77 GDPR).

(9) Contact for data protection inquiries: For questions regarding the collection, processing or use of personal data, for information, correction, blocking or deletion of data as well as for the revocation of consent granted, the client can contact Squared Away directly at: [email address] or the postal address stated above.

§ 11 Place of jurisdiction

(1) To the extent permitted by law, the place of jurisdiction for all disputes arising from or in connection with this contract shall be Hamburg.

§ 12 Final provisions

(1) Changes and additions to these terms and conditions must be made in writing. This also applies to changes to the written form clause.

(2) The law of the Federal Republic of Germany shall apply exclusively.

(3) Should any of the above provisions be or become invalid, this shall not affect the validity of the remaining provisions.

Last modified: Hamburg, 08 August 2024

Dr. Florian Maximilian Kleinau
Squared Away