General Terms and Conditions

(B2B Services — Interim Finance Management & Advisory)

Last updated: 23.03.2026

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").
They 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.

2. Services
The Service Provider offers interim finance management,
financial controlling, management accounting, budgeting,
reporting, and related business advisory services. The
specific scope, duration, and deliverables of each engagement
are defined in a written service agreement or statement of
work (Leistungsbeschreibung).

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.

3. Offer and Contract Formation
Proposals and cost estimates are non-binding unless expressly
confirmed in writing. A contract is formed upon the Client's
written acceptance of a proposal, or upon commencement of
services with the Client's knowledge and without objection.

4. Fees and Payment Terms
Fees are agreed individually for each engagement (daily rate,
monthly retainer, or project fee) and are stated in the
applicable service agreement.

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

In the event of late payment, statutory interest applies
pursuant to § 288 BGB. The Service Provider reserves the
right to suspend services during material payment default.

Travel expenses, accommodation, and other reasonable
out-of-pocket costs incurred in connection with on-site
engagement are reimbursable at cost unless included in the
agreed fee.

5. Confidentiality
The Service Provider treats all information received from
or about the Client — including financial data, business
plans, personnel matters, and client lists — as strictly
confidential. This obligation continues indefinitely beyond
the end of the engagement.

The Client agrees to treat any proprietary methods,
templates, or tools used by the Service Provider as
confidential.

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

The Service Provider retains the right to use general
methodologies, frameworks, and know-how developed during
the engagement for other clients, provided no confidential
Client information is disclosed.

7. Limitation of Liability
The Service Provider is liable 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, or breach of a material
contractual obligation (Kardinalpflicht).

Where liability for ordinary negligence in respect of a
Kardinalpflicht applies, it is limited to the foreseeable,
typical damage at the time of contracting.

The Service Provider is not a licensed Steuerberater or
Wirtschaftsprüfer. No liability is accepted for decisions
taken by the Client that required the advice of a licensed
regulated professional and were made without such advice.

8. Termination
Fixed-term engagements may be terminated early by either
party for good cause (außerordentliche Kündigung aus
wichtigem Grund). Open-ended engagements may be terminated
by either party with 4 weeks' written notice to the end
of a calendar month, unless otherwise agreed.

Upon termination, the Client remains liable for fees
accrued up to the date of termination.

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

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

10. Severability
If any provision of these Terms is found to be invalid or
unenforceable, 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
of the original.