Terms and Conditions

Sapherior Consult GmbH
Terms and Conditions of Engagement

I. General information, scope of application

1. The following General Terms and Conditions of Engagement shall apply exclusively to contracts (hereinafter also referred to individually as an “Assignment”) between Sapherior Consult GmbH (hereinafter “Sapherior Consult”) and its customers, unless otherwise agreed in text form or prescribed by mandatory law. .

2. A customer’s own conflicting or deviating terms and conditions shall not apply, even if the customer refers to them and Sapherior Consult does not object to them or in the knowledge thereof accepts services from the customer. 
   
   

II. Basis of the contractual relationship

1. The parties undertake to hold in the strictest confidence all confidential information disclosed in connection with the performance of an Assignment and to prevent such information from becoming known to third parties. Confidential information is information that a prudent third party would deem to be confidential on account of its content or the type or manner of its disclosure. It shall include, in particular, business and operating secrets, production processes, internal matters and other business matters pertaining to the respective other party and its affiliated companies as well as work results that Sapherior makes available to the customer in connection with the Assignment. 

2. This shall not apply if (i) disclosure to a third party is essential to the proper performance of the contract,
   (ii) the information concerned is already in the public domain, (iii) disclosure is made on the basis of and restricted to the purpose of a legal, court or public authority directive or (iv) the respective other party has given its prior consent to disclosure in text form.

3. The aforementioned obligations shall continue to apply for a period of five years following the end/termination of the contract. They shall apply without restriction if personal data are concerned. 

4. All work results provided to the customer by Sapherior Consult in connection with the Assignment may only be used in connection with the respective purpose of the consulting activity. Sapherior Consult shall retain the right to intellectual property in the form of work results and the underlying expertise (including any and all refinements).

5. Sapherior Consult shall act as a consultant only; the customer shall be responsible for all decisions. 
   
   

III. Remuneration and reimbursement of expenses

1. Remuneration shall be on the basis of time worked (hours), the smallest unit being 30 minutes. One working day consists of eight hours. 

2. Travel and accommodation expenses (e.g. flights, overnight stays, train journeys, rental cars and energy carriers, taxis, use of a private vehicle, parking fees) shall be reimbursed on the basis of actual expenditure upon submission of usual receipts. The use of a private vehicle shall be reimbursed at €0.30 per kilometer travelled. For travel by train, the cost of a first-class ticket shall be reimbursed. For air travel within Europe, the cost of an economy class ticket shall be reimbursed; outside Europe, the cost of a business class ticket shall be reimbursedt. 

3. All amounts shall be exclusive of statutory VAT and shall be payable 30 days after receipt of invoice. Invoices shall be submitted retrospectively at the end of a calendar month.
   
   

IV. Exclusion of claims 

1. Sapherior Consult shall be liable without limitation only for injury to life, limb or health caused by Sapherior Consult itself or by its vicarious agents as well as for cases of intent or gross negligence by Sapherior Consult itself or by its vicarious agents. Sapherior Consult shall also be liable in cases of simple negligence if this results in a breach of material obligations that are essential for the proper performance of the contract and upon which the contractual partner regularly relies and may be allowed to rely (cardinal obligations). In such cases, Sapherior Consult’s liability shall be limited to foreseeable damage typical for this kind of contract at the time the contract is concluded. All other liability on the part of Sapherior Consult shall be excluded. 

2. Claims against Sapherior Consult for damages arising from injury to life, limb or health as well as from intentional or grossly negligent breach of obligation by Sapherior Consult itself or by its vicarious agents
   shall be subject to the statutory period of limitation. All other claims against Sapherior Consult shall expire one year from the start of the statutory period of limitation. 

3. If, due to circumstances beyond Sapherior Consult’s responsibility, Sapherior Consult is unable to fulfil the contract in full or in part, Sapherior Consult shall be released from its obligation to perform and shall be entitled to remuneration only for those services already provided. In such a case, all claims for damages by the customer shall be excluded. 
   
   

V. Termination and force majeure

1. Either party may terminate the contract at any time with notice of at least two weeks. 

2. If one party is prevented from fulfilling its obligations as a consequence of force majeure, the obligations of both parties shall be suspended for the duration of such force majeure. Force majeure is an unforeseeable external event that, despite all reasonable care, cannot be avoided or cannot be avoided in good time by either party, e.g. natural disasters, storms, fires, (civil) wars, unrest, acts of terror, strikes, lock-outs, power cuts, epidemics, measures required by public authorities or courts (irrespective
   of their legality) or legal requirements. In such cases, the parties shall endeavour in good faith to adapt their obligations to the changed circumstances. Should these endeavours fail and should the duration of force majeure exceed 45 days, either party may terminate this contract for good cause without notice. Mutual claims for damages on the grounds of force majeure shall be excluded. 

3. The right of termination for good cause shall remain unaffected in both cases.  

4. Termination must be made in writing to be effective. 
   
   

VI. Final provisions 

1. Should individual provisions of a contract in conjunction with these General Terms and Conditions of Engagement 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 valid or enforceable provision that most closely reflects the economic intent of the original provision. This shall apply mutatis mutandis in the case of omissions in a contract in conjunction with these General Terms and Conditions of Engagement. 

2. Contracts between Sapherior Consult and its customers shall be subject to the law of the Federal Republic of Germany. Leverkusen shall be the sole place of jurisdiction for all disputes arising from or in connection with these contracts. 

Status: January 2026