(B2B Services - Interim Financial Controller Services)

Last updated: 30.03.2026

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1. Scope of Application

These General Terms and Conditions ("Terms") apply to all services provided by Mert Ilter, Einzelunternehmer, Hamburg, Germany ("Service Provider") to business clients ("Client").

The Service Provider offers interim financial controlling, financial advisory, and related business services, collectively referred to as "Interim Financial Controller Services."

These Terms apply exclusively to transactions between businesses (B2B). Consumer transactions are excluded.

These Terms apply to all current and future engagements, including where not expressly referenced in individual contracts or service agreements.

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2. Services

2.1 Interim Financial Controller Services

The Service Provider offers interim financial controlling, financial advisory, management accounting, budgeting, forecasting, reporting, cash flow planning, and KPI analysis for business clients.

Services may include:

- Interim CFO/finance management services

- Monthly and quarterly financial reporting

- Budget preparation and variance analysis

- Cash flow planning and forecasting

- KPI development and analysis

- Ad-hoc financial advisory

The specific scope, duration, deliverables, and pricing of each engagement are defined in a written service agreement or statement of work (Leistungsbeschreibung).

2.2 Independent Contractor Status

Services are performed as an independent contractor. The Service Provider is not an employee of the Client and does not act as an agent or legal representative of the Client.

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3. Offer and Contract Formation

Proposals, quotes, and cost estimates are non-binding unless expressly confirmed in writing as accepted by the Client.

A contract is formed upon:

(a) The Client's written acceptance of a proposal or quote, or

(b) Commencement of services with the Client's knowledge and without objection

Written confirmation via email is sufficient.

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4. Fees and Payment Terms

4.1 Fee Structure

Fees are agreed individually for each engagement and are stated in the applicable service agreement, quote, or statement of work. Fee structures may include:

- Hourly rate

- Daily rate

- Monthly retainer

- Project-based fixed fee

- Combination thereof

4.2 Payment Terms

Invoices are due and payable within 14 days of the invoice date without deduction, unless otherwise agreed in writing.

4.3 Late Payment

In the event of late payment, statutory interest applies pursuant to § 288 BGB (German Civil Code). The Service Provider reserves the right to suspend or terminate services during material payment default of 30 days or more.

4.4 Reimbursable Expenses

Travel expenses, accommodation, and other reasonable out-of-pocket costs incurred in connection with on-site engagement are reimbursable at cost plus a 5% administration fee, unless explicitly included in the agreed fee or quote.

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5. Confidentiality

5.1 Service Provider's Obligations

The Service Provider treats all information received from or about the Client — including financial data, business plans, personnel matters, client lists, operational procedures, and any proprietary information — as strictly confidential.

This confidentiality obligation:

- Applies to all personnel involved in the engagement

- Continues indefinitely beyond the termination of the engagement

- Applies to third parties engaged as subcontractors (if any)

5.2 Client's Obligations

The Client agrees to treat any proprietary methods, templates, tools, frameworks, or workflows used by the Service Provider as confidential and not to disclose them to third parties without prior written consent.

5.3 Permitted Disclosures

The Service Provider may disclose Client information:

- To the extent required by law or court order (with prior notice to the Client where legally permissible)

- To professional advisors (accountants, tax advisors, legal counsel) under confidentiality obligations

- For portfolio or case study purposes only with explicit written Client consent and anonymization where appropriate

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6. Intellectual Property

6.1 Client-Owned Deliverables

Unless otherwise agreed in writing, all reports, analyses, financial models, and other deliverables produced during an engagement become the property of the Client upon full payment of the applicable fees.

The Client is granted the right to use, reproduce, and distribute the deliverables within the scope of the engagement.

6.2 Service Provider's Retained Rights

The Service Provider retains the right to:

- Use general methodologies, frameworks, templates, and know-how developed during the engagement for other clients

- Retain copies of work samples for portfolio purposes (provided confidential Client information is not disclosed)

- Reference the Client's company name and project type in marketing materials, with Client consent

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7. Limitation of Liability

7.1 Scope of Liability

The Service Provider is liable only for damages caused by:

- Wilful misconduct (Vorsatz), or

- Gross negligence (grobe Fahrlässigkeit)

Liability for ordinary negligence (einfache Fahrlässigkeit) is excluded, except in cases of:

- Injury to life, body, or health

- Breach of a material contractual obligation (Kardinalpflicht)

7.2 Liability Cap for Ordinary Negligence

Where liability for ordinary negligence in respect of a Kardinalpflicht applies, it is limited to the foreseeable, typical damage at the time of contracting, and shall not exceed the fees paid or payable by the Client in the 12 months preceding the claim.

7.3 Professional Qualifications

The Service Provider is not a licensed Steuerberater (tax advisor), Wirtschaftsprüfer (auditor), or Rechtsanwalt (attorney). No liability is accepted for:

- Tax compliance decisions or tax planning strategies undertaken without engagement of a licensed tax advisor

- Audit or financial statement review decisions undertaken without engagement of a licensed auditor

- Legal matters undertaken without engagement of a licensed attorney

The Client is responsible for engaging appropriately licensed professionals for tax, audit, and legal matters.

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8. Termination

8.1 For Cause

Fixed-term and open-ended engagements may be terminated early by either party for good cause (außerordentliche Kündigung aus wichtigem Grund), including:

- Material breach of contract not cured within 10 business days of written notice

- Insolvency or bankruptcy of the other party

- Suspension of services by the Service Provider due to payment default exceeding 30 days

8.2 Without Cause

Open-ended engagements with no fixed term may be terminated by either party with 4 weeks' written notice to the end of a calendar month, unless otherwise agreed in the service agreement.

Fixed-term engagements may not be terminated without cause.

8.3 Payment Upon Termination

Upon termination, the Client remains liable for:

- All fees accrued and services rendered up to the date of termination

- Any non-cancellable commitments made by the Service Provider on behalf of the Client (e.g., travel bookings, consulting time)

8.4 Transition Obligations

Upon termination, the Service Provider shall:

- Provide all work-in-progress and completed deliverables within 5 business days

- Deliver all Client data and materials in a standard digital format

- Grant transition support for up to 5 business hours at no additional charge

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9. Data Protection and GDPR

9.1 Data Processing

To the extent the Service Provider processes personal data on behalf of the Client, a Data Processing Agreement (Auftragsverarbeitungsvertrag) shall be executed prior to or at the commencement of the engagement, in compliance with GDPR (EU) 2016/679.

9.2 Client Responsibilities

The Client is responsible for:

- Obtaining all necessary data subject consents

- Compliance with data protection and employment laws

- Providing accurate and lawful instructions for data processing

9.3 Service Provider's Privacy Policy

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10. Governing Law and Jurisdiction

10.1 Governing Law

These Terms and all engagements are governed by the laws of the Federal Republic of Germany (Bundesrepublik Deutschland). The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

10.2 Jurisdiction

Exclusive jurisdiction for all disputes arising from or in connection with these Terms is the courts of Hamburg (Landgericht Hamburg), Germany, provided the Client is a business (Unternehmer) as defined by § 14 BGB.

If the Client is not domiciled in Germany, either party may also bring proceedings in the courts of the Client's domicile.

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11. Entire Agreement and Amendments

These Terms, together with the applicable service agreement and any written quotes or statements of work, constitute the entire agreement between the parties concerning the subject matter.

Any amendments or modifications must be made in writing and signed by authorized representatives of both parties.

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12. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect.

The invalid provision shall be replaced by a valid provision that comes closest to the commercial intent and economic effect of the original provision.

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13. Contact Information

For questions regarding these Terms, service agreements, or to exercise any rights or remedies, please contact:

Mert Ilter

Interim Financial Controller

Domstraße 10

20095 Hamburg

Germany

Phone: +49 172 6745117