901 | PRECI | GTC | General Terms and Conditions

Preamble – Legal Entity and Brand Presentation

(1) The following General Terms and Conditions apply to all services provided by Ferchl & Veitl GbR, operating under the brand name “PRECI” (hereinafter referred to as “PRECI”). (2) PRECI is not an independent legal entity, but a brand of Ferchl & Veitl GbR. The Client’s contractual partner is exclusively Ferchl & Veitl GbR. (3) Ferchl & Veitl GbR is represented by its partners Horst Veitl and Karin Ferchl, unless a separate written authorization has been granted in an individual case. (4) PRECI is entitled to engage qualified, self-employed Senior Executive Partners or other suitable third parties as subcontractors to fulfill the contractually owed services. Even in such cases, Ferchl & Veitl GbR remains the Client’s sole contractual partner. (5) The designation “Partner,” “Senior Partner,” or comparable functional titles does not establish any corporate participation or authority to represent the company in the sense of co-partner status.

Section 1 Subject Matter of the Services

(1) PRECI provides services under a service contract in the form of time-limited analysis, decision-making, and leadership interventions for companies, particularly in decision-making, pressure, transformation, or crisis situations. (2) The subject of the engagement is the provision of professional services to support the Client’s decision-making and leadership capabilities. This is done in particular through structured analysis, consolidation, prioritization, and—if expressly agreed—through temporary management or leadership support. (3) The only obligation owed is the proper performance of the agreed activities, not the achievement of a specific economic condition, success, or result.

§2 Delineation: No contract for work, no obligation to achieve success

(1) PRECI’s services do not constitute a contract for work. PRECI does not owe an acceptance-ready work product, the achievement of success, or economic target values. (2) Terms such as “effectiveness,” “stabilization,” “pilot,” or “validation” describe management, observational, or supportive activities and do not establish liability for success. (3) The decisive factor for contractual performance is the proper provision of services, not the actual economic effect on the Client. (4) PRECI’s services are based on analysis founded on experience, hypotheses, and assessments. They do not replace a complete business, legal, or tax review and make no claim to completeness or forecasting certainty. (5) PRECI owes the careful, professionally appropriate provision of the agreed services in line with the current state of professional experience. (6) Hypotheses and assessments are formed on the basis of reasonably available information and in accordance with generally recognized principles of professional corporate and management practice.

§3 Service formats and module structure

(1) PRECI provides its services in clearly defined service formats (modules). (2) Each module is an independent, self-contained service format. The engagement of one module does not create any obligation to engage additional modules. (3) Even in the case of successive engagements over time, the modules remain separate in terms of content, time, and economics.

§4 Role of PRECI and role of the client

(1) PRECI does not assume any owner, shareholder, or permanent line responsibility unless expressly agreed otherwise in writing. (2) Decisions remain formally with the Client—even where PRECI is involved operationally. (3) In particular, the Client remains responsible for legal and tax decisions, fundamental entrepreneurial decisions, as well as personnel, organizational, and liability matters. (4) PRECI does not make solely binding decisions on behalf of the Client. Operational measures are taken on the basis of nachvollziehbarer decisions or approvals by the Client that are documented or capable of being documented.

§5 Client's duties to cooperate

(1) The Client shall ensure:

open access to decision-relevant information,
timely availability of relevant contacts,
willingness to make a decision on the options presented. (2) If required cooperation is not provided despite a reasonable deadline having been set, PRECI is entitled to suspend the service and/or invoice the agreed remuneration in part or in full. (3) Cooperation obligations do not consist in making substantively correct decisions, but in the willingness to formally decide on the options presented.

§6 Remuneration

(1) Remuneration shall be provided as follows:

for analysis and decision modules as a fixed price,
for operational responsibility as a time-defined retainer, if agreed. (2) The remuneration is owed regardless of whether an economic success is achieved.

§7 Liability

(1) PRECI shall have unlimited liability in cases of intent, gross negligence, and injury to life, body, or health. (2) In cases of ordinary negligence, PRECI shall be liable only for the breach of essential contractual obligations (cardinal obligations) and limited to the typical, foreseeable damage. (3) Liability for loss of profit, indirect damages, or consequential economic damages is excluded to the extent permitted by law.

§8 Confidentiality

(1) PRECI undertakes to maintain strict confidentiality regarding all information obtained in the course of the collaboration. (2) The Client shall be named as a reference only with express consent.

§9 Termination / Exit (in particular Module 4)

(1) To the extent permitted by law, services under a service contract may be terminated. Termination shall not take place at an inopportune time. (2) PRECI will inform the Client of any termination in good time and—where reasonable—ensure an orderly handover to enable proper continuation.

§10 Final provisions

(1) Amendments, additions, or side agreements to these General Terms and Conditions must be made in text form (e.g. email), unless a stricter form is required by law. This also applies to any waiver of this text form requirement.

(2) Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid, void, or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, such provision shall be deemed agreed as comes closest in a legally permissible manner to the economic purpose of the original provision. The same shall apply to any gaps in these provisions.

(3) The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) If the Client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship shall be the registered office of Ferchl & Veitl GbR. This shall also apply to international matters.

(5) The place of performance for all services arising from the contractual relationship shall be – to the extent legally permissible – the registered office of Ferchl & Veitl GbR.

(6) PRECI is entitled to transfer, in whole or in part, rights and obligations arising from the contractual relationship to third parties, provided that no material legitimate interests of the client are adversely affected as a result. Any transfer of the contract by the client requires the prior consent of PRECI.

(7) In the event of contradictions between these General Terms and Conditions and individual contractual agreements, the individual contractual provisions shall take precedence.

902 | PRECI | GTC | Module Descriptions

Part of the General Terms and Conditions

Module 1 – Quick

Purpose

Module 1 serves to structured development of a robust assessment of the situation and the supporting decision-making capability of the client at owner, management, or advisory board level.

This is a standalone, self-contained decision-making format.

Scope of services

PRECI provides a time-limited executive intervention consisting of:

structured perception and classification of the overall situation,
condensation of relevant information,
identification of key areas of tension and decision-making,
preparation of an assessment of the situation.

Delimitation

Module 1 does not include, in particular:

detailed analyses,
operational management or implementation,
tracking of measures,
result or success guarantees.

Form of results

Module 1 concludes with:

a structured assessment of the situation,
the identification of key areas of tension,
the presentation of three decision-making options.

The options presented serve to support decision-making and do not claim to be complete. Module 1 does not create any obligation to commission additional modules.

Module 2 – Basic

Purpose

Module 2 serves to root-cause clarification at the structural level and the support decision-making for significant organizational, operational, or leadership-related issues.

Module 2 is a standalone, self-contained decision-making format.

Scope of services

PRECI provides in particular:

structured analysis of relevant organizational, leadership, and decision-making interrelationships,
synthesis of cause, effect, and dependency logic,
identification of key decision-making areas,
development of a decision-making architecture.

Delimitation

Module 2 does not include in particular:

operational implementation,
line or project responsibility,
target or result commitments,
full commercial, legal, or tax due diligence.

Form of results

Module 2 ends with:

a structured cause logic,
prioritized decision-making areas,
a decision-making architecture,
the presentation of three decision-making options.

Responsibility for decisions remains entirely with the client. There is no obligation to commission further services.

Module 3 – Professional

Purpose

Module 3 serves to Support for decision readiness and the organizational manageability of key initiatives through a time-limited executive sprint.

Module 3 is deliberately the final analysis and decision stage before any possible operational takeover.

Scope of services

PRECI provides in particular:

structured consolidation of decision-making assumptions,
support with prioritizing and sequencing initiatives,
Development of an implementation-oriented decision-making and control logic,
supporting monitoring of selected measures in the sense of a pilot.

Delimitation of "pilot / effectiveness"

Terms such as “pilot,” “effectiveness,” or “validation” refer to observational and steering activities. They do not constitute any commitment to economic success, achievement of objectives, or sustainable stabilization.

Form of results

Module 3 ends with:

a decision-ready target picture,
a prioritized roadmap,
a decision-making and control logic,
a renewed presentation of three decision-making options.

PRECI is under no obligation to assume operational responsibility.

Module 4 – Enterprise

Purpose

Module 4 serves the temporary operational leadership or steering supportto implement, stabilize, or embed agreed measures.

Scope of services

For a defined period, PRECI assumes tasks in operational leadership or steering, in particular:

coordination and prioritization of measures,
support for the management bodies,
operational decision-making and control work to the agreed extent.

Legal clarification

PRECI acts not as a legal representative or de facto corporate body on behalf of the client. PRECI is not authorized to sign, is not solely authorized to make decisions, and does not act externally as a corporate body.

Operational measures are carried out exclusively on the basis of documented decisions or approvals of the client.

Delimitation

The modules are structured as service contracts. PRECI does not owe the achievement of success, any economic target figures, or acceptance within the meaning of a contract for work and services. The modules are limited in time and equipped with a clear exit logic.

End of the module descriptions

903 | PRECI | GTC | Pricing and Cost Appendix

Annex to the offer / contract (Reference: Section 6 GTC – PRECI)

1. Scope

This pricing and cost annex specifies the provisions on remuneration and additional costs in accordance with Section 6 of the GTC – PRECI.

It applies exclusively:

for the respective offering,
for the scope of services described there,
for the respectively agreed period.

This annex is not part of the General Terms and Conditions.

2. Remuneration principle

(1) Compensation for PRECI services is provided exclusively:

for modules 1–3 as fixed price,
for ongoing mandates as Retainer fee.

(2) Billing for PRECI services based on hourly or daily rates does not take place.

(3) The basic compensation is determined exclusively by the respective offer.

3. Additional costs ("plus")

In addition to the basic compensation agreed in the offer, the following costs will be charged separately—provided they are actually incurred. All listed travel, journey, and accommodation costs will be per person charged.

3.1 Travel time

(1) Travel time does not constitute service time rather, it is an incidental expense item.

(2) For travel by car: Travel time is calculated based on the driving distance from Ichenhausen to the place of assignment (determined via Google Maps at realistic traffic times) and rounded to the nearest 30 minutes. Billing is at €150.00 per hour.

(3) If travel is by train, plane, or taxi: Travel time is also recorded and billed accordingly based on receipts.

3.2 Travel and transport costs

Car: The distance from Ichenhausen to the place of assignment is determined using Google Maps, rounded to the nearest 10 km, and charged at €0.50 per kilometer charged.
Train, flight, taxi: Charged based on receipt.
Public transport at the destination: Charged based on receipt.

3.3 Accommodation and meal allowance (expenses)

(1) The accommodation is selected by PRECI.

(2) Billing for overnight stays including expenses (additional meal allowance) is carried out at a flat rate of €120.00 per day on site (up to a maximum of €180.00 per day).

(3) Otherwise, billing is based on receipts.

3.4 Fees and other necessary expenses

Parking fees
Tolls
comparable necessary fees

Billing in each case based on receipts.

3.5 External services provided by third parties

(1) External professional services provided by third parties (e.g. tax advisors, lawyers, auditors, external specialists, events) are not part part of PRECI's services and also not part of the fee.

(2) Contracts with such third parties are concluded exclusively directly between the client and the respective third party.

(3) PRECI can support the selection, coordination, and alignment, but assumes no engagement and no liability for third-party services.

4. Premises and infrastructure

(1) The premises and the necessary infrastructure at the place of assignment are provided free ancillary services by the client. They serve efficiency and are not allocated workstations.

(2) These include in particular:

Office and parking space
Heating and elevator
Personal protective equipment (PPE)
Network access and telephone
Required software

5. Billing

(1) Additional costs will be invoiced with appropriate supporting documentation unless they are covered by a flat-rate arrangement.

(2) The billing cycle is determined by the respective offer.

6. Value-added tax

All amounts are net, plus the applicable statutory VAT in accordance with Section 6 (1) of the General Terms and Conditions.