General Business Terms and Conditions (TC) 
General Business Terms & Conditions of CEO advise GmbH, Aichtal, Germany (version effective from January 2007)
§ 1 Scope
The following General Business Terms & Conditions apply for contracts between CEO advise GmbH (hereafter called “CEO advise“) and its customers (hereafter called the “Client“) unless otherwise expressly agreed to in writing or prescribed by law. Upon placing an order, the Client automatically acknowledges and approves these General Business Terms & Conditions, which will remain in force for the duration of the business relationship. These apply only for the order to which they pertain. The business terms and conditions of the Client do not apply, even when these are not expressly rejected by CEO advise.
§ 2 Order Placement, Performance Obligations and Scope of Work
1. The consulting agreement and/or the written order, in which the specific scope of the services and the fee are stipulated, is binding for the scope of the services to be provided by CEO advise.
2. In case of certain requirements, CEO advise is authorized bring in external consultants with whom it has had a long successful relationship. In such cases, unless otherwise agreed, the business relationship remains exclusively between CEO advise and the Client. As far as CEO advise makes use of such external consultants, the cost shall be borne by it; there will be no chargeback to the Client. 3. The parties will stipulate separately and in writing any updates and amendments to offers and orders, which as a supplementary agreement then become an integral part of the contractual relation-ship between CEO advise and the Client.
4. In the event that CEO advise projects are executed as performance-oriented, then the object of the consulting and the order shall solely be the agreed performance and not the result – unless something else is agreed in writing. CEO advise determines and takes responsibility for the execution of the project according to what has been contractually agreed. It furthermore assures the full utilization of its consultants. The results of the activities by CEO advise and its recommendations are provided in good conscience, however without warranty, and are designed to serve as the basis for the business decisions that the Client makes on its own responsibility. If and/or when the results and recommendations are implemented is immaterial for the rendering of services by CEO advise.
§ 3 Client’s Duty to Cooperate
1. The Client is required to cooperate to the extent needed for the proper completion of the order. Without being asked, the Client will provide at its own expense to CEO advise all the equipment, files, information, materials and other support needed to execute the order, and will provide such in their entirety and in a timely manner that affords CEO advise an appropriate turnaround time. The same applies for informing it about any and all events and circumstances that could be of significance for executing the order.
2. If the project is conducted in multiple phases that build upon one another, then on request of CEO advise the Client agrees to inspect the completed phase and approve it as being proper on short notice, so as to enable CEO advise to continue working smoothly on the project. Should the Client not provide written objections to CEO advise within fourteen (14) days of having been notified by CEO advise in writing of the completion of a given project or project phase, then the completed project or project phase will be considered as having been inspected and approved as proper by the Client.
§ 4 Confidentiality and Non-Disclosure
1. CEO advise agrees to maintain the confidentiality of all the operational, business and personal information that it acquires in conjunction with its consulting activities. This non-disclosure requirement applies equally to the agents of CEO advise for which the latter is vicariously liable, and remains in force even after the completion of the order and may only be rescinded by the Client itself in writing. CEO advise furthermore agrees to maintain the safe custody of the documents and records furnished to it for the purpose of its consulting activities and to safeguard such against access by third parties. Files, documents and similar materials furnished to CEO advise by the Client will not be returned to the Client.
2. All individuals entrusted by CEO advise with the execution of an order will be required to treat all files and information as confidential even after the termination of the service relationship.
§ 5 Compensation and Prices
1. The agreed compensation does not include the applicable statutory value-added tax.
2. CEO advise assumes the tasks to be undertaken only after a prior inspection of the as-is situation in which the goals of the undertaking and the prospective consulting effort required can be determined. Should the volume of work be or become substantially greater than the estimates of CEO advise due to incomplete or inappropriate information or cooperation on the part of the Client, then CEO advise shall be authorized a reasonable increase in its fees (to include fixed fees) based on the actual amount of work, which will be agreed to separately. In these cases “substantial” shall mean any variance of more than 5% in the actual effort or expense from the estimate.
3. Unless otherwise agreed, all fees stated do not include travel costs, business expenses. CEO advise is authorized to bill the Client the fees and expenditures (travel costs, business expenses) as they arise unless stipulated otherwise.
§ 6 Payment and Due Dates
1. The entitlement to payment of compensation arises in respect of each individual service at the time such service is provided by CEO advise, whereby the service on the part of CEO advise is considered as having been provided at the time the required analyses and the conclusions and recommendations derived from them are formulated and discussed with Client. All of the services of CEO advise, which are not expressly identified and agreed to as being included in the price or the compensation, are additional services that will be paid for separately.
2. Invoices are due payable within fourteen (14) days of the date of the invoice. The receipt of the invoice amount, or the settlement date in the case of electronic funds transfers, is binding in determining whether the payment deadline has been met.
3. The Client will be delinquent even without notice should it fail to render payment within fourteen (14) days of the due date of payment. Should the Client be in default, then CEO advise reserves the right to charge interest on such overdue accounts in the amount stipulated by law. The right to assert further claims for loss or damages incurred by the default remains unaffected.
4. The Client has the right to setoff and retention for claims or receivables of the same type against CEO advise, only if these are legally final, undisputed or ready for a decision. A right of retention for receivables of a different type is restricted to those originating from one and the same contractual relationship.
§ 7 Performance Deadlines, Scheduling, Delay
1. Compliance with the deadlines as promised by CEO advise is dependent upon all details of the order being clarified by the start of the project, and upon the Client having provided all of the documents and information to be furnished and having rendered any agreed prepayments. If a deadline is unable to met due to events that are beyond the influence of CEO advise, then this deadline will be extended appropriately. To the extent that it is feasible, CEO advise will make every effort to inform the Client about the start and end of such events as soon as possible. Should these disrupting events continue for more than three months, then CEO advise is authorized to terminate the order either in part or in whole. The Client may only terminate the agreement if CEO advise is in default willfully or through gross negligence and a reasonable grace period set by the Client has lapsed. A termination may only be made relating to as yet missing elements of the service. Should CEO advise be in default willfully, through gross negligence or culpable breach of its cardinal contract obligations, then the Client may demand indemnification for the incurred loss or damages resulting from the default to the extent that it can demonstrate that such loss or damage was incurred. Should the default not be based on an intentional breach of duty, then the degree of liability on the part of CEO advise is limited to the foreseeable damages typical for this type of agreement. In cases of slight negligence, the liability on the part of CEO advise will be limited to the amount of the charges for the ongoing service phase, however not to exceed EUR 25,000.00.
2. Deadlines for providing the service are approximate times and projected dates stated to the best of present knowledge and belief. It is a concern of CEO advise to provide its services within the agreed times according to the confirmed order received.
3. The Client is only then authorized to assert its rights in the case of failure to adhere to a schedule or deadline if it has provided CEO advise with a reasonable grace period. The Client is then authorized to terminate the agreement relating to as-yet missing elements of the service once a reasonable grace period granted CEO advise has lapsed without results.
§ 8 Warranty and Notification of Defects
1. In the event that CEO advise is required to provide a warranty, despite not being responsible for any success or results, then within the parameters of such warranty it shall have the choice of either defect rectification or replacement of the project phase. Should reasonable attempts at rectifying the defects or in providing replacement services fail, then the Client shall have the right to choose to either terminate the agreement insofar as the partial performance rendered is not of interest to the Client, or to demand a reduction in the amount of compensation to be paid.
2. If a notification of defects is made, then CEO advise must be provided the opportunity to rectify the defects, unless such rectification is of no use to the Client or inappropriate in the case at hand. If it can be shown that the remedy has failed, then the Client shall have further rights regarding the failure to properly perform. In any case, liability is limited to the amount of the order in question. CEO advise is excluded from liability based on copyright infringements or claims by third parties.
3. In the event that the deadline for providing a service is unreasonably exceeded – whereby the individual deadline agreed to is considered only an approximate time – and the grace period that the Client grants in writing is not complied with, then the Client shall be authorized to terminate or withdraw from the agreement.
§ 9 Limitation of Liability and Additional Claims
1. CEO advise assumes no liability for damages stemming from acts of God (e. g. power outages, acts of nature or traffic disruptions), network and server failures, line or transmission faults, viruses or disruptions in the postal system. The Client itself is responsible for the final inspection of all forwarded and/or transmitted data.
2. CEO advise also assumes no liability for damage to the Client’s hardware and software caused unknowingly by sending documents by e-mail that are infected with a virus.
3. CEO advise agrees to perform its assigned duties to the best of its abilities and with professional and businesslike care and diligence. No liability is assumed in cases where the outcome of a recommended action lies below the Client’s expectations.
4. Furthermore, no liability is assumed for damages and consequential damages to the extent that the Client itself or a third party or parties have modified, falsified or distorted the submitted materials, documents or information.
5. Liability on the part of CEO advise is limited to willful acts, gross negligence and breach of its cardinal duties.
6. The Client is not entitled to any additional claims, particularly for damages in lieu of service or for indemnification of any other direct or indirect damage – including collateral and consequential damage – regardless of the legal grounds, especially resulting from a breach of duties from the contractual relationship or from tortuous acts. This does not apply, and does not entail a reversal of the burden of proof, if CEO advise has fraudulently concealed a defect or has assumed a warranty; or if the damage stems from willful acts or gross negligence on the part of CEO advise, its legal representatives or agents; or from a negligent violation of a material contract obligation by these individuals, or a culpable breach of duties by either a legal representative or by an agent of CEO advise for which the latter is vicariously liable that led to personal injury or damage to health. Should CEO advise be liable for slight negligence, then the amount of its liability for damages – to the extent allowable by law – is limited to the foreseeable damages typical for this type of agreement. The preceding provisions apply accordingly to direct claims by the Client against either the legal representatives or against those agents of CEO advise for which the latter is vicariously liable.
7. CEO advise assumes no liability for amendment to a law or change in the law affecting this contract. CEO advise also assumes no liability for misinterpretation of this contract by third parties.
§ 10 Early Termination of the Agreement
The Client may terminate the order by providing one month’s notice effective to the end of any agreed phase of an overall project. In this case CEO advise will then invoice the costs incurred up to the conclusion of the affected phase and turn over the records on the partial results of the consulting agreement accumulated up to that point.
§ 11 Offer and Conclusion of an Agreement
All offers and proposals of CEO advise are made without obligation. Agreements are only entered into with an order confirmation from CEO advise or when CEO advise has not objected to an order confirmation by the Client. Oral agreements are only effective if confirmed in writing. Amendments to the agreement also require written confirmation.
§ 12 Final Provisions
1. Rights and entitlements under this agreement may only be assigned or transferred with the approval of the other party to the agreement.
2. Should a provision of these General Business Terms & Conditions be or become invalid, then the remaining provisions will be unaffected. The invalid provision will be replaced by a stipulation that to the extent permissible by law comes as close as possible to the intent and interests of both parties.
3. German law will be applied exclusively to all legal relationships between the Client and CEO advise.
4. The place of performance is the corporate domicile of CEO advise in 72631 Aichtal, Germany or that place of performance expressly stipulated in the agreement. To the extent that the Client is a merchant or has no general legal residence in Germany, then it is agreed that Stuttgart, Germany will be the legal venue for all disputes arising directly or indirectly between CEO advise and the Client.
Aichtal, January 12, 2007