General Terms and Conditions for our services

1.
The purpose of our services and of this agreement (“Agreement”) is to assist the client in fulfilling the obligations arising from Section 20 of the Money Laundering Act (GWG) with regard to the transparency register. The service is provided by YSolutions, a division of YPOG GmbH & Co. KG (“YPOG”), which specialises in software-supported processes such as transparency register monitoring. Our service is provided exclusively to you as our client. We accept no liability towards third parties unless we expressly agree in writing to assume such liability in individual cases.
2.1. Remuneration Agreement
Our services are remunerated at flat rates as set out in the quotation and the order confirmation.
In addition, hourly fees apply for activities that go beyond the scope of services charged at a flat rate. These include, in particular, the identification of beneficial owners, unless this is specified as a fixed price in the quotation. Unless otherwise agreed, this does not include the resolution of discrepancies or so-called ‘clean-ups’, in which we review all reports since 1 October 2017 to the extent necessary to rectify the data in the transparency register and, where necessary, correct them retrospectively.
Updates to Transparency Register entries are carried out as part of the Monitoring Service at a fixed price, provided that the need for updating arises from a change in the actual corporate circumstances (ownership stakes, voting rights, shareholder agreements, etc.) or the actual personal circumstances of the beneficial owners (place of residence, name, nationality). Updates necessitated by a change in the legal framework for identifying and recording beneficial owners are to be remunerated separately by virtue of a separate agreement.
Representation in administrative offence proceedings requires a separate agreement and the appointment of a defence counsel, and is not covered by the mandate.
Similarly, technical support in the event of termination of the contract with regard to the data held on the client portal requires a separate engagement, insofar as such support is to go beyond the option of downloading the stored data.
In the event of remuneration on a time-spent basis, we shall keep records of the time worked. Invoices will then be accompanied by a statement showing, for each member of staff working on the mandate, the total time spent on the mandate on a daily basis, rounded to the nearest six minutes (‘time unit’), and containing a brief description of the activities carried out. A time increment that has commenced is charged in full as soon as half of the increment has elapsed; otherwise, it is not invoiced. You agree that this satisfies all legal requirements for time-based billing. The hourly rate is stated in the quotation. The documentation we produce is, in principle, decisive for billing purposes. You are, of course, free to provide evidence of any inaccuracies. Should we not hear from you within four weeks of receipt of the documentation, we may regard the documentation as having been accepted. Our invoices are due for payment immediately and without deduction.
2.2.
All fees are subject to the applicable value added tax. No out-of-pocket expenses are charged for services provided by YSolutions, unless this is specifically stated in the quotation or a separate agreement has been reached 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.
In the event of damages – including those resulting from any professional negligence – creditors are liable exclusively to the company’s assets of the limited partnership and the general partner in accordance with statutory provisions. As limited partners, the partners are liable to the company’s creditors only up to the amount of liability entered in the Commercial Register. The personal liability of the partners is limited in this respect; personal liability on the part of YPOG’s employees is excluded. YPOG maintains financial loss liability insurance, the sum insured under which exceeds the statutory minimum amounts by a multiple and which covers the services provided by ‘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 arising from negligence. However, this limitation of liability does not apply in cases of gross negligence. The limitation of liability shall also apply where breaches of obligations under this agreement give rise to liability on the part of YPOG towards a person other than the clients. A single incident of damage shall also be deemed to exist in respect of a single loss resulting from several breaches of duty. The single incident of damage shall encompass all consequences of a breach of duty, regardless of whether the damage arose in one or in several consecutive years. In this context, multiple acts or omissions arising from the same or a similar source of error shall be deemed a single breach of duty if the matters concerned are legally or economically interrelated. YPOG’s total liability towards several clients and/or several entitled parties 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. It is well known that there is a risk that information transmitted electronically cannot be fully protected against access by unauthorised third parties. Furthermore, electronically sent messages may contain viruses or other components that could disrupt or damage IT systems. We shall not be liable for any damage resulting from technical malfunctions or unauthorised access by third parties to electronic communications, unless such damage is attributable to wilful misconduct or gross negligence 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
Where a continuing contractual relationship has been established (‘subscription’, e.g. monitoring including the client portal for the Transparency Register Service), either party may terminate the service by giving 10 weeks’ notice prior to the end of the relevant billing period (e.g. annually, quarterly).
5.
This agreement and the client-service provider relationship are governed by German law, to the exclusion of the provisions of private international law. To the extent permitted, the Regional Court of Berlin shall have exclusive jurisdiction over any disputes arising out of 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 reflects the economic intent of the parties. This shall apply mutatis mutandis in the event of any unintended omissions in this agreement.

These can be found in the “Mandate Agreement for the Internal Reporting Office/Whistleblower System pursuant to 
the Whistleblower Protection Act” concluded with you