General Terms and Conditions

1.1.
The purpose of our services and this agreement (“Agreement”) is to assist the Client in fulfilling the obligations arising from Section 20 of the Money Laundering Act (GWG) with respect to the Transparency Register. The services are provided by YSolutions, a division of YPOG. Our services are provided exclusively to you as our Client. Our liability toward third parties is excluded unless we expressly agree in writing to assume liability in individual cases.

1.2.
The engagement is managed by YSolutions, a unit of YPOG that specializes in software-supported processes such as transparency register filings.

2.1.
Our services are remunerated at flat rates as set forth in the proposal. In addition, hourly fees apply for activities that go beyond the scope of services covered by the flat rate. This includes, in particular, the identification of beneficial owners, unless such services are listed as a fixed price in the proposal. Unless otherwise agreed, the clarification of discrepancy reports or so-called “clean-ups”—in which we review all reports since October 1, 2017, to the extent necessary to correct the data in the transparency register and, if necessary, make retroactive corrections—is not included. Representation in administrative offense proceedings requires a separate agreement and the appointment of a defense attorney and is not covered by the mandate. Similarly, technical support upon termination of the contract regarding the data in the client portal requires a separate engagement, insofar as the support is to go beyond the option of downloading the stored data. In the event of compensation based on time spent, we will keep records of the time worked. Invoices will then be accompanied by a statement showing, for each employee working on the mandate, the total time spent on the mandate on a daily basis, rounded to the nearest six minutes (“time increment”), and containing a brief description of the activities performed. A time increment that has begun is charged in full as soon as half of the time increment has elapsed; otherwise, it is not billed. You agree that this satisfies all legal requirements for time-based billing. The hourly rate is stated in the proposal. The documentation we prepare is generally authoritative for billing purposes. Of course, you are free to provide evidence of any inaccuracies. If we do not hear from you within four weeks of receiving the documentation, we may consider the documentation to have been accepted. Our invoices are due for payment immediately and without deduction.

2.2.
All fees are subject to the applicable value-added tax. Expenses are not charged for services provided by YSolutions, unless this is specifically stated in the offer or a separate agreement has been made with the client.

3.1.
Statutory limitation of liability to the company’s assets: YPOG is a limited partnership with YPOG Management GmbH (Berlin, Charlottenburg Local Court, HRB 276012) as the general partner.

For damages—including those resulting from any professional negligence—creditors are liable exclusively to the limited partnership’s assets and those of the general partner in accordance with statutory provisions. As limited partners, the partners are liable to the company’s creditors only up to the liability amount entered in the Commercial Register. The personal liability of the partners is limited in this respect; personal liability of YPOG employees is excluded. YPOG maintains financial loss liability insurance, the coverage of which exceeds the statutory minimum amounts by a multiple and includes the services of “YSolutions by YPOG.”

3.2.
Furthermore, YPOG’s liability for claims for damages of any kind—with the exception of damages resulting from injury to life, limb, or health—is limited to EUR 10,000,000 (in words: ten million euros) per individual claim caused by negligence. However, this limitation of liability does not apply in cases of gross negligence. The limitation of liability also applies if breaches of obligations under this agreement give rise to YPOG’s liability toward a person other than the client. A single instance of damage is deemed to exist even with respect to a single loss resulting from multiple breaches of duty. The single instance of damage encompasses all consequences of a breach of duty, regardless of whether damages arose in one or in several consecutive years. In this context, multiple acts or omissions based on the same or similar source of error shall be deemed a single breach of duty if the matters concerned are legally or economically related. YPOG’s total liability toward multiple clients and/or multiple claimants is likewise limited to a total of EUR 10,000,000 (in words: ten million euros) per individual claim.

4.1.
You agree that we may use electronic means of communication—in particular email and wireless technology—when communicating with you and third parties. As is well known, there is a risk that information transmitted electronically cannot be fully protected from access by unauthorized third parties. Furthermore, electronically transmitted messages may contain viruses or other components that can disrupt or damage IT systems. We are not liable for damages resulting from technical malfunctions or unauthorized access by third parties to electronic communications, unless such damages are attributable to intentional or grossly negligent conduct on the part of one of our partners or employees.

4.2.
We maintain our records in electronic form. We retain data for the duration of the periods prescribed by law. Thereafter, we are entitled to delete files.

4.3.
To the extent that a continuing obligation has been established (“subscription,” e.g., the customer portal including the resubmission function for the Transparency Register Service), the service may be terminated by either party with 10 weeks’ notice prior to the end of the respective billing period (e.g., annually, quarterly).

5.
This Agreement and the client-service provider relationship are governed by German law, excluding the provisions of private international law. To the extent permitted, the Regional Court of Berlin shall have exclusive jurisdiction over any disputes arising from or in connection with this Agreement and/or the client-service provider relationship. Amendments to this Agreement, including this provision itself, must be made in writing. The assignment of your claims under this Agreement is excluded. Should any provision of this agreement be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision that most closely approximates the economic intent of the parties. This applies mutatis mutandis in the event of unintended gaps in this agreement.