The terms and expressions used in the General Terms and Conditions shall have the meanings set out below. They shall apply to all consultancy services provided by NovestConsulting Group, which are delivered entirely or partially to the Client.

1. § Scope of Services

1.1 All legal transactions between Novest Consulting Group hereby known as (“Consultant”) and (“Client”) shall be subjected to these General Terms and Conditions exclusively. The final version valid at the time of conclusion of Contract shall be applicable.

1.2 These General Terms and Conditions shall also apply to any future contractual relationship even if these General Terms and Conditions are not explicitly referred to in additional Contract.

1.3 Any conflicting General Terms and Conditions on the part of Client shall be invalid unless explicitly accepted in writing by Consultant.

1.4 If any provision of these General Terms and Conditions becomes invalid, the other provisions and any Contract concluded pursuant to these provisions shall not be affected thereby. The invalid provision shall be replaced by a valid provision which best corresponds to the intention and economic purpose of the invalid provision.

1.5 In case any provision of these Terms and Conditions may conflict with provisions of an individual Contract concluded with contracting party, the latter shall prevail.

2. § Scope of Consulting Assignments

2.1 The scope of each particular consulting assignment shall be agreed upon by individual Contract by Client and Consultant.

2.2 Each individual Contract is based on a specific written offer quotation including a cost estimate from Consultant. The offer shall be non-binding until accepted in writing by Client and confirmed by Consultant.​

2.3 Consultant shall be entitled to subcontract, in whole or in part, its services to third parties (e.g. affiliate or subsidiary or independent contractor or experts). This, however, shall not constitute a contractual relationship between Client and the third party.

3. § Data Sharing Agreement

3.1 Client shall ensure a conducive atmosphere at business place during the performance of consulting assignment to allow the consulting process to proceed in a timely and undisturbed manner.

3.2 Client shall also inform Consultant in detail about outcomes of previously conducted or currently active consulting projects.

3.3 Client shall, in a timely manner without special request by Consultant, provide all documents necessary to fulfill and perform the consulting assignment. The same applies to all new developments that become known during the performance of the consulting assignment.

3.4 Client shall ensure that all employees as well as stakeholders are communicated with prior to the commencement of Consultant’s consulting activities.

3.5 Client shall be responsible for the final draft of texts, technical and graphical implementation as well as substantial revision of compliance work with applicable legal obligations.In particular, Client shall ensure compliance to all general legal provisions. In this respect, Client shall indemnify Consultant against any third party claims resulting from non-compliance with national and international legal provisions including any costs of lawsuit and attorney’s fees.

4. § Maintenance of Independence

4.1 Both the Consultant and Client shall ensure commitment to mutual loyalty and integrity.

4.2 Consultant and Client shall be obligated to take all appropriate measures to ensure that the independence of third parties mandated by Consultant is not jeopardized. Particularly, this shall apply to any solicitation offers by Client to Consultant’s employees and third party.

5. § Obligation to Report

5.1 Consultant shall be obligated to draft a final report about service provision within a reasonable time upon completion of the assignment and forward it to Client. Results for ongoing reporting shall be free from speculation by Client.

5.2 Consultant shall not be bound by directives while performing the agreed service and shall be free to act at its own discretion and responsibility.

5.3 Consultant shall not be required by Client to work in a particular location or to keep particular working hours.

6. § Protection of Intellectual Property

6.1 Consultant shall own all intellectual property rights to any works done as well as by third parties mandated by Consultant (including but not limited to offers, reports, analyses, expert opinions, charts, programs, performance descriptions, drafts, calculations, drawings, data media, etc.).

6.2 During the contract period and after termination thereof, Client may use such rights exclusively for the purposes described under the Contract. Therefore, Client shall not be entitled to copy or distribute the works without explicit consent of Consultant.

6.3 Any distribution of Consultant works without consent shall be illegal and shall entitle Client to penalty and damages.

6.4 Accordingly, Consultant shall not be liable for any unauthorized copy or distribution of works towards third parties – in particular for the outcome of works.

6.5 Client shall not be entitled to use Consultant’s written documented statements for marketing objectives.

6.6 Any violation of these provisions by Client shall entitle Consultant to prematurely terminate the Contract with immediate effect and to enforce other legal claims, in particular for damages.

6.7 Consultant shall only be entitled to use work results for his own marketing objectives only after Client’s consultation.

7.  § Confidentiality / Data Protection

7.1 Consultant shall be obligated to maintain absolute confidentiality concerning all business matters in regard to knowledge of, in particular company and business secrets and any other information concerning type, scope of business, processes and practical activities of Client.

7.2 Furthermore, Consultant shall be obligated to maintain absolute confidentiality towards third parties concerning statement of work as well as any information gained in the course of completion of project, in particular concerning Client’s customers’ data.

7.3 Consultant shall not be obligated to maintain confidentiality towards any representative of Consultant. However, Consultant shall be obligated to impose the same confidentiality obligations to its representatives.

7.4 The obligation to maintain confidentiality shall persist indefinitely even after termination of this Contract. Legal obligations to disclose information shall be exempted.

7.5 Client or its legal representative may release Consultant in writing from its obligation to maintain confidentiality.

7.6 Consultant shall be entitled to process any personal data entrusted for the purposes of the works performed. Client warrants to Consultant that all necessary measures have been taken regarding data protection laws, e.g. declarations of consent have been obtained from the persons involved.

8. § Liability / Disclaimer

8.1 Consultant warrants that the services to be provided under this agreement shall be performed in a professional manner conforming to generally accepted industry standards and practices.

8.2 Consultant, and its subcontractors shall not, under any circumstances whatsoever, be liable for any loss, liability, injury, expense or damage (direct, indirect, or consequential) including, but not limited to tax losses, employee strike of any nature or losses suffered by Client and its stakeholders arising out of connection with Consultant services.

8.3 Client hereby indemnifies and holds Consultant and its subcontractors, harmless in respect of any loss, liability, damage (direct, indirect or consequential) or expense of any nature, which may be suffered by Client.

8.4 Client shall provide evidence of Consultant’s fault.

8.5 Client agrees that Consultant’s sole and exclusive obligation with respect to the services covered by this limited warranty shall be, at Consultant’s sole discretion, to correct the non-conformity or to refund the service fees paid for the affected executive consulting services.

9. § Force Majeure

9.1 Consultant shall not be liable in any way for any damage, loss, cost or expense arising out of or in connection with a Force Majeure event or Act of God. Upon the occurrence of any Force Majeure event, the Consultant suffering thereby shall promptly inform Client by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance.

10. § Advisory Fees

10.1 Advisory fees and payment terms shall apply as specified in the individual Contract. Unless otherwise agreed, in principle the payment claim shall accrue at the time of delivery of work.

10.2 Consultant shall be entitled to demand down payments according to the progress of the work. Advisory fees as well as intermediate remuneration shall be due within 30 days after rendering accounts and sending the invoice to Client.

10.3 Consultant shall render accounts which entitle to deduct input tax and any reference to price shall be regarded as being exclusive of chargeable VAT which shall be separately accounted for.

10.4 Any cash expenditure, expenses, travel expenses (flights: business class; train: first class; accommodation: 4 star hotel), etc. shall be reimbursed additionally to Consultant by Client, upon submission of the appropriate receipts.

10.5 In the event that the work agreed upon is not completed due to reasons of Client, or due to a justified premature termination of the contractual relationship by Consultant, Consultant shall be entitled to claim full advisory fees agreed upon in advance. In case an hourly rate was agreed upon, the amount of hours expected shall be charged.

10.6 In case of Client’s delay in payment of intermediate advisory fees or down payments, Consultant shall be released from its obligation to provide the work agreed upon after a reminder and a 14 days grace period until Client’s full payment of the outstanding amounts. Further claims resulting from default of payment shall not be affected.

11. § Electronic Invoicing

11.1 Consultant shall be entitled to transmit invoices electronically to Client. Client explicitly agrees to accept invoices transmitted electronically by Consultant.

12. § Duration

12.1 This Contract terminates automatically with the completion of the project or delivery of work.

12.2 This Contract may be terminated for good cause by either party at any time without notice period. In particular, a good cause is given if one party breaches essential provisions of the Contract.

13. § Termination

13.1 Consultant reserves the right to cease to act on Clients behalf if we consider this appropriate for any reason.

13.2 Consultant will endeavor to give you at least 14 (fourteen) days’ notice of our intention to bring this project to an end, but we have the right to cease acting for you immediately if appropriate.

13.3 Consultant will charge you for all work completed up to the date of termination of the services and any costs incurred concluding the matter.

13.4 If Client issues a termination notice, the Client shall be obliged to pay the Consultant compensation equal to the agreed fees apportioned to the services already rendered by the Consultant, plus any additional costs incurred by the Consultant as a result of said early termination.

13.5 Termination by either party is only valid with written notice of cause allowing.


1. Relationship of Parties. The relationship between the parties shall be solely that of Consultant and Client and the Client shall have no right, power or authority in any way to bind the Consultant to the fulfillment of any condition not herein contained, or to any Contract or obligation, expressed or implied.

2. Independence of Parties. Nothing contained in this Agreement shall be construed to make any party hereto to have any right whatsoever to incur any liabilities or obligations on behalf or binding upon the other party.

3. Indemnity. Client agrees to hold Consultant free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever (a) arising from acts of the Client; (b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or (c) arising from acts of third parties in relation to services offered to the Client under this Agreement, including, but not limited to execution of liens and security interests by third parties with respect to any such products.

4. Entire Agreement. The entire Agreement between the Consultant and the Client is set forth herein and any amendment or modification shall be in writing and shall be executed by duly authorized representatives in the same manner as this Agreement. The provisions of this Agreement are severable, and if any one or more such provisions are determined to be illegal or otherwise unenforceable, in whole or in part, under the laws of any jurisdiction, the remaining provisions or portions hereof shall, nevertheless, be binding on and enforceable by and between the parties hereto. Any provisions, terms or conditions of the Client’s Orders which are, in any way contradicting of this Agreement, except those additional provisions specifying instructions, shall not be binding upon Consultant.

5. Applicable Law. This Agreement between Consultant and Client shall be governed in accordance and construed with German law.

6. Separate Provisions. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

7. Third Party Rights. No person who is not party to this Agreement shall have any right to enforce any term.

8. Salvatory Clause. Should any clause of this Agreement be invalid, this shall not affect the validity of the remaining clauses. The parties undertake to replace the invalid clause with a valid clause coming closest to the original, but invalid clause.

9. Notices / Communication. All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed to have been received only if and when:

(a) personally delivered, or

(b) one day after deposit with a reputable overnight courier, such as FedEx, DHL or other courier services agreed by the Parties, or

(c) unless a Party requests otherwise, sent by e-mail as a scanned copy of the signed document in PDF format unless the sending Party receives an automatic notification on failure to deliver the message or an automatic out-of-office auto-reply or any other similar explicit evidence of a delivery and/or receipt failure, addressed in each case as follows (or to such other address as may be specified by like notice):