General Terms and Conditions

1. scope of application

• 1.1 DEALCIRCLE GmbH ("DEALCIRCLE") establishes contact between owners of companies or shares in companies or their representatives/consultants ("Sales Consultants") and potential buyers/investors or their representatives/consultants ("Buyers").
• 1.2 Contact can be established in two ways:
  • 1.2.1 DEALCIRCLE operates an online platform ("Platform") on which Sales Consultants and Buyers (collectively "Users") can access information provided by themselves on projects relating to the acquisition of companies or shares in companies ("Projects") and thus contact each other. In addition or alternatively, DealCircle can establish contact between Buyers and Sales Consultants directly by email.
  • 1.2.2 DEALCIRCLE presents projects to buyers by email and, if they are interested, establishes contact with the sales consultant for the respective projects by email. ("Private Matching").
• 1.3 The contact brokered by DEALCIRCLE may be used by the Sales Consultants and Buyers to conclude company acquisitions, financing or investments ("Transaction") with each other. The Transaction involves the payment of a sum of money or other pecuniary benefit in an ascertainable amount by the Buyer to the owner of the company or shares in the company who is willing to sell.
• 1.4 These General Terms and Conditions ("GTC") govern all contractual relationships in connection with the use of the Platform and Private Matching.General terms and conditions of the Sales Consultants and Buyers shall not become part of the contract even if DealCircle does not expressly object to their inclusion.
• 1.5 DEALCIRCLE's offer is not aimed at consumers. Consumers are persons who enter into a legal transaction for purposes that are predominantly outside their trade, business or profession.

2. conclusion of contract

• 2.1 The user makes DEALCIRCLE an offer to conclude a contract on the basis of these GTC by completing the Platform registration process. The offer may also be made in writing, verbally or by telephone. The contract is only concluded by a separate express declaration of acceptance in text form, activation of the account or execution of a contact mediation by DealCircle.
• 2.2 The Buyer also makes DEALCIRCLE an offer to conclude a contract on the basis of these GTC by requesting contact mediation with a sales consultant in response to a corresponding request from DealCircle within the framework of Private Matching. The contract is then concluded when DEALCIRCLE carries out the contact mediation.
• 2.3 The user shall have no claim against DEALCIRCLE for registration or conclusion of a contract.

3. service description

• 3.1 Based on the information available on the potential transaction interest, DEALCIRCLE anonymously suggests to the user via the platform or within the framework of private matching that contact be established with potentially suitable users in the respective complementary role (sales consultant or user). The user profiles (of the sales consultant and of the potential buyers) and projects remain anonymous until both users have agreed to be contacted.
• 3.2 DEALCIRCLE shall establish initial contact between the users involved following mutual consent on the platform or as part of private matching. DEALCIRCLE does not assume any further advisory or other role in the potential contractual negotiations between users.
• 3.3 DEALCIRCLE shall receive a success fee from the Buyer in accordance with clause 4 for establishing the initial contact if the transaction between the Sales Consultant and the Buyer is concluded.

4. performance fee by the buyer

• 4.1 In the event of a successfully completed transaction between the Sales Consultant and the Buyer, whose initial contact in relation to this transaction was made on the basis of a contact established by DEALCIRCLE, the Buyer shall pay DealCircle a success fee in the amount of a share of the transaction volume as agreed for the project on the Platform or in the context of the email exchange for a Private Matching. If the contact has been established by way of private matching, the conditions for the success fee specified in the corresponding email request shall take precedence over the conditions on the platform. If a valid framework fee agreement exists between the buyer and DEALCIRCLE, the conditions contained in the framework agreement shall take precedence over the conditions on the platform.
• 4.2 As "Transaction volume" is the cash inflow to the shareholder of the company/companies sold, which is consideration for the transfer of the object of purchase to the buyer, regardless of whether this includes, for example, the purchase of shares, the repayment or assumption of shareholder loans or deposit accounts or the purchase of assets such as machinery or real estate, plus the pro rata net financial liabilities existing on the acquisition date as well as any mandatory capital increases, granting of shareholder loans or contributions in kind by the buyer. The transaction volume also includes any earn-out payment and any vendor loans that may be granted by the seller. The buyer is entitled to offset any subsequent reductions in the transaction volume against the earn-out payment, but not against the enterprise value at the time of the transfer of the investment.
• 4.3 The success fee is - if required by law - plus the applicable value added tax.
• 4.4 For the avoidance of doubt, the Buyer shall also owe the success fee if a natural or legal person who has a close and permanent legal or personal relationship with the Buyer (e.g. a company affiliated with the Buyer pursuant to Section 15 AktG, a company in which the Buyer holds an interest or an investor or co-investor represented by the Buyer) carries out the transaction instead of the Buyer or with the Buyer.
• 4.5 The Buyer shall owe the success fee even if the transaction only comes about after the contractual relationship with DEALCIRCLE has ended but as a result of the original contact brokered by DEALCIRCLE.
• 4.6 The performance fee by the Buyer is due at the time of the transfer of the shares in the company or the material assets of the company from the Seller to the Buyer ("transfer of participation"). In any other case of financing, the performance fee is due upon conclusion of the contract for the financing. Any subsequent reduction in the purchase price shall not affect DEALCIRCLE's claim to remuneration.
• 4.7 The time of the transfer of the participation is (i) in the case of the acquisition of shares, the time of the execution of the share transfer agreement, (ii) in the case of the acquisition of GmbH shares, the time of the execution of the share transfer agreement, (iii) in the case of the acquisition of assets, the time of the first payment by the buyer for the assets and (iv) in all other cases, the time of the first payments as part of the transaction for the acquisition of the participation in the company.
• 4.8 The success fee is payable within 15 days of the due date. Thereafter, the Buyer shall be in default of payment even without a reminder.

5. reporting obligation and right to information

• 5.1 If DEALCIRCLE establishes a contact that already existed between Buyer and the sales consultant in relation to this specific transaction, Buyer shall be obliged to reject DEALCIRCLE's evidence of the contact in writing or in text form within 14 days. A contact shall be deemed to have been established by DEALCIRCLE unless the Buyer proves that the contact between it and the sales consultant already existed in relation to this specific transaction independently of DEALCIRCLE's services.
• 5.2 Should one or more transactions occur between two Users or a Sales Consultant and a Buyer within 36 months of DEALCIRCLE establishing initial contact, the Buyer must report the transaction(s) to DEALCIRCLE within 7 days of the transfer of participation ("final notification"). The Closing Notification shall be made in writing or by email to deal@dealcircle.com and shall contain at least the following information: (i) information about the transaction with parties, time and transaction object, (ii) information about the parameters relevant for DEALCIRCLE's remuneration calculation, in particular and at least the transaction volume.
• 5.3 Every user (whether in the role of buyer or seller) is obliged to comply with a request for information from DEALCIRCLE about any transactions within 14 days. Section 5.2 shall apply accordingly to the content of the information.

6 Confidentiality, disclosure of information

• 6.1 The user is prohibited from passing on to third parties the information and data that can be viewed on the platform, which has been specifically prepared by DEALCIRCLE and is exclusively accessible to registered users or has otherwise been made available to the user by DEALCIRCLE. This also applies to information and data made available by DEALCIRCLE in the context of private matching.
• 6.2 Third parties are in particular also companies directly or indirectly affiliated with the User, companies within the meaning of Section 15 of the German Stock Corporation Act or related parties within the meaning of Section 138 of the German Insolvency Code and companies in which the User holds a direct or indirect interest (e.g. on the basis of a fiduciary agreement).
• 6.3 If the Buyer breaches the obligations under Sections 6.1 and 6.2 and the third party informed by him subsequently concludes a contract with the Sales Consultant or carries out the transaction, the Buyer shall owe the success fee as if he had concluded this contract himself or carried out the transaction himself.

7 Further obligations of the user; indemnification

• 7.1 The user may not enter any data and/or other content in his/her profile and projects that violates applicable legal provisions or the rights of third parties (in particular copyrights and personal rights). Furthermore, the user must enter all information on its profile and projects truthfully. DEALCIRCLE reserves the right to delete any user data which, on the basis of objective facts, is suspected of violating this section 7.1.
• 7.2 The user shall indemnify DEALCIRCLE against all damages, third-party claims, expenses and costs (including customary legal fees not limited to the statutory fees) incurred by DEALCIRCLE due to a breach of clause 7.1 by the user. Further contractual and statutory rights and claims of DEALCIRCLE shall remain unaffected.

8. liability

• 8.1 The company, profile and project data presented on the platform are provided exclusively by the respective users. DEALCIRCLE shall not be liable for the accuracy and completeness of the company, profile and project data presented on the Platform. DEALCIRCLE is also not liable for the conclusion of a transaction between the seller consultants and buyers after initial contact has been established.
• 8.2 DEALCIRCLE shall be liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, limb or health, in the event of a breach of a guarantee - which must be expressly designated as such - and under the Product Liability Act.
• 8.3 In cases of slight negligence, DEALCIRCLE shall only be liable in the event of a breach of a material contractual obligation (i.e. in particular not in the cases described in clause 8.1). A material contractual obligation within the meaning of this clause 8.3 is an obligation the fulfillment of which makes the performance of the contract possible in the first place and on the fulfillment of which the user may therefore regularly rely. Liability in accordance with this Section 8.3 is limited to the foreseeable damage typical of the contract at the time of conclusion of the contract. The limitations of liability shall apply mutatis mutandis in favor of DEALCIRCLE's legal representatives, employees, agents, vicarious agents and assistants.

9. blocking of a user

• 9.1 DEALCIRCLE reserves the right to block users temporarily or permanently in the event of serious or repeated breaches of these GTC. Further statutory and contractual rights and claims of DEALCIRCLE shall remain unaffected.
• 9.2 A serious breach of the GTC within the meaning of section 9.1 exists in particular if there are concrete indications that a user (i) uses the platform without having an interest in a transaction, (ii) attempts to directly or indirectly circumvent the obligation to pay the performance fee, (iii) does not comply with the reporting obligation under section 5, (iv) breaches obligations under sections 6 or 7.

10. final provisions

• 10.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
• 10.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg, provided that the contracting parties are merchants or the user has no general place of jurisdiction in Germany or in another EU member state or has moved his permanent residence abroad after these terms of use come into effect or the place of residence or habitual abode is not known at the time the action is brought.