901 | PRECI | GTC | General Terms and Conditions

Preamble – Legal Entity and Brand Presence

(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 separate written authorization has been granted in an individual case. (4) PRECI is entitled to engage qualified, independently operating Senior Executive Partners or other suitable third parties as subcontractors in order to fulfill the contractually owed services. In such cases as well, 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-law participation or authority to represent the company in the sense of being a co-partner.

§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 activities to support the Client’s decision-making and leadership capability. This is done in particular through structured analysis, consolidation, prioritization and—if expressly agreed—through temporary management or leadership support. (3) PRECI owes only the proper performance of the agreed activities, not the achievement of a specific economic condition, success, or result.

§2 Delimitation: No Contract for Work and Services, No Obligation to Achieve Success

(1) PRECI’s services do not constitute a contract for work and services. PRECI does not owe any deliverable work product subject to acceptance, any achievement of success, or any economic target values. (2) Terms such as “effectiveness,” “stabilization,” “pilot,” or “validation” describe steering, monitoring, or supporting activities and do not establish any liability for success. (3) What is decisive for contractual performance is the proper provision of services, not the actual economic effect for the Client. (4) PRECI’s services are based on analysis grounded in 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 the generally recognized principles of professional corporate and management practice.

Section 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 further modules. (3) Even in the case of consecutive engagements over time, the modules remain separate in terms of content, timing, and economics.

Section 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 business 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 understandable decisions or approvals by the Client that are documented or can be documented.

Section 5 Client's Duties to Cooperate

(1) The Client shall ensure:

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

Section 6 Compensation

(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 economic success occurs.

Section 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 only up to the typical, foreseeable damage. (3) Liability for lost profits, indirect damages, or consequential economic losses is excluded to the extent permitted by law.

Section 8 Confidentiality

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

Section 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 notify the Client of any termination in good time and—where reasonable—ensure an orderly handover to enable proper continuation.

Section 10 Final Provisions

(1) Amendments, additions, or ancillary 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 any 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, a provision shall be deemed agreed that comes as close as legally permissible to the economic purpose of the original provision. The same applies 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 also applies 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 rights and obligations arising from the contractual relationship, in whole or in part, 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 PRECI’s prior consent.

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