General Terms and Conditions

Version: 12 October 2026

This English version is a courtesy translation. In case of discrepancies, the German version prevails.

Provider: JS Consulting GmbH, Riedbergallee 45, 60438 Frankfurt am Main, Germany · Local Court (Amtsgericht) Frankfurt am Main, HRB 135904 · Managing Director: Janina Schwarz · Contact: via the contact form · Website: www.janinaschwarz.de

§ 1 Scope

1. These General Terms and Conditions (“T&Cs”) apply to all contracts between JS Consulting GmbH (“JS Consulting”) and its clients for consulting, project and audit services, in particular in the areas of compliance, anti-money laundering (AML/KYC), sanctions and internal audit, including outsourced internal audit and the support or leadership of projects to remediate supervisory findings and audit observations.
2. The services are aimed exclusively at businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Consumers within the meaning of Section 13 BGB are not engaged.
3. Conflicting or deviating terms of the client do not become part of the contract, even if JS Consulting does not expressly object to them. They apply only if JS Consulting has expressly agreed to them in text form.
4. Individual agreements, in particular in a quotation, framework agreement or project contract, take precedence over these T&Cs.
5. If an engagement is arranged through an intermediary (e.g. a staffing or project agency), the agreements between JS Consulting and the intermediary take precedence. These T&Cs then apply only in addition, to the extent they do not conflict with those agreements and the intermediary has not excluded their application. A contractual relationship between JS Consulting and the end client exists only if expressly agreed in text form.

§ 2 Quotation and Conclusion of Contract

1. Quotations by JS Consulting are non-binding unless expressly designated as binding. A binding quotation is valid for 30 days unless stated otherwise.
2. The contract is concluded by acceptance of the quotation in text form, by signing a contract document, or by commencement of the services with the client’s knowledge.
3. Amendments and additions to the contract require text form.
4. The contract language is German unless agreed otherwise.

§ 3 Scope of Services

1. The type and scope of the services follow from the quotation, the contract or a service description (the “Engagement”).
2. Unless expressly agreed otherwise, JS Consulting does not owe any particular economic, organisational or regulatory outcome, but the professional performance of the agreed services in accordance with the state of the art and professional practice recognised at the time of performance (service contract within the meaning of Sections 611 et seq. BGB).
3. A contract for work (Werkvertrag) exists only if a specific work product is expressly described in the Engagement as a work, together with acceptance criteria. In that case the statutory acceptance rules apply; acceptance is deemed to have occurred if the client does not object in text form, stating defects, within 10 business days after delivery.
4. JS Consulting provides its services as an independent contractor, on its own responsibility and without integration into the client’s business organisation. Professional requirements regarding content, result and quality of the Engagement, as well as project-related requirements (e.g. access, security and compliance rules of the client), are permissible. The client does not give employment-law instructions to JS Consulting or the persons it deploys. JS Consulting determines the place, time and manner of performance itself within the project requirements.
5. These T&Cs do not apply to the supply of temporary agency workers within the meaning of the German Temporary Employment Act (AÜG). JS Consulting does not offer temporary agency work. Services under these T&Cs are not temporary agency work.

§ 4 Delimitation for Compliance and AML Services

1. Services in the areas of compliance, anti-money laundering and sanctions are management consulting and project support. The decision on implementing recommendations, and responsibility for policies, processes, controls, risk assessments and reports (in particular suspicious activity reports), remain with the client.
2. JS Consulting does not assume any officer or appointed-function role (e.g. money laundering reporting officer) for the client unless expressly agreed in the Engagement. Even where such a function is agreed, the statutory responsibility of the client’s management remains unaffected.
3. JS Consulting provides no legal advice and no legal services reserved to lawyers under the German Legal Services Act, nor any tax, audit or investment advice. The client clarifies such matters with appropriately authorised advisers.
4. Regulatory assessments by JS Consulting are professional opinions. They do not bind supervisory authorities, auditors or third parties.

§ 5 Special Provisions for Internal Audit and Remediation Projects

1. In outsourced internal audit and audit services, JS Consulting acts professionally independently and free of instructions with regard to audit opinion, findings and reporting. The client ensures that this independence is not impaired.
2. The client grants JS Consulting unrestricted and timely access to all information, documents, systems, premises and persons required for the audit, to the extent necessary for the audit engagement.
3. Audit reports and findings are made available to the recipients named in the Engagement. Onward disclosure to third parties, in particular supervisory authorities, statutory auditors or experts, is made by the client at its own responsibility; JS Consulting is not liable to third parties.
4. When supporting or leading projects to remediate supervisory findings, audit findings or regulatory requirements, JS Consulting assumes the agreed project management and expert advice. Whether and how the measures satisfy the requirements of the supervisor or auditors is for them to decide; no particular result is owed.
5. The client bears responsibility for implementing the measures and for communication with supervisory authorities unless expressly agreed otherwise.

§ 6 Client Cooperation

1. The client provides all information, documents, access and contacts required for performance completely, correctly and on time, and names a responsible contact person.
2. For on-site assignments, the client provides, by arrangement, a workplace, equipment and access authorisations.
3. Dates and deadlines presuppose proper cooperation. Delays and additional effort caused by missing or late cooperation are not at JS Consulting’s expense and are remunerated in accordance with § 7 para. 3.
4. JS Consulting may rely on the accuracy and completeness of the information supplied by the client unless its inaccuracy is obvious.

§ 7 Fees and Expenses

1. Fees are determined by the Engagement (daily or hourly rate, flat fee or retainer) and are exclusive of statutory value added tax.
2. Travel time, travel and accommodation costs, per diems and other expenses are charged only if agreed. Absent an agreement, necessary and documented expenses are reimbursed after prior coordination in text form.
3. Services outside the agreed scope, and additional effort resulting from change requests or missing cooperation, are remunerated separately at the agreed rates. JS Consulting announces such additional effort in advance in text form.
4. For time-based fees, commenced time units are charged pro rata. The time records kept by JS Consulting, which are provided on request, are authoritative. They are deemed accepted unless the client raises objections in text form within 14 days of receipt.

§ 8 Invoicing and Payment

1. Unless agreed otherwise, invoicing is monthly on a time-spent basis or as a final invoice after project completion. Invoices are transmitted electronically.
2. Invoices are payable within 14 days of the invoice date without deduction, unless the Engagement specifies a different period.
3. In case of late payment the statutory provisions apply, towards businesses including default interest under Section 288 para. 2 BGB and the lump sum under Section 288 para. 5 BGB.
4. If the client is in default of payment, JS Consulting may, after a reminder and a reasonable grace period, withhold performance until payment is made. The claim to fees remains unaffected.
5. The client may set off only undisputed claims or claims established by final judgment. A right of retention is available to the client only for claims arising from the same contractual relationship.

§ 9 Rescheduling, Cancellation and Interruption

Unless otherwise agreed in the Engagement, the following applies:

1. Rescheduling or cancelling an agreed assignment or block of dates by the client is free of charge up to 4 weeks before the date. After that, 50% of the fees attributable to the period are charged, and 100% from 1 week before the date. The client may prove that JS Consulting suffered no loss or a lower loss; JS Consulting credits saved expenses and income from other use of its time.
2. If the client interrupts a project that has begun for longer than one month, JS Consulting may claim 50% of the planned fees for the period of interruption unless an amicable arrangement is reached. Paragraph 1 sentence 3 applies accordingly.
3. Travel and preparation costs already incurred are charged in addition.

§ 10 Use of Third Parties and Intermediaries

1. JS Consulting may use suitable employees and subcontractors to perform the services and remains the client’s contractual partner.
2. The use of third parties who come into contact with the client’s confidential information requires a confidentiality undertaking that at least corresponds to § 11.
3. If the Engagement requires particular independence or a specific profile (e.g. for internal audit functions), JS Consulting will agree the use of third parties with the client in advance in text form.
4. If an intermediary established the contact between the parties, JS Consulting complies with its obligations towards the intermediary, in particular confidentiality, non-contact and non-circumvention obligations. JS Consulting may therefore decline requests by the client for further or follow-on engagements, or accept them only with the intermediary’s involvement. The client derives no claims from this.
5. JS Consulting’s claims for fees against the client remain unaffected by agreements between the client and the intermediary. The client may not offset or deduct intermediary commissions or fees against JS Consulting’s fees unless expressly agreed.

§ 11 Confidentiality

1. The parties treat all confidential information of the other party obtained in connection with the Engagement as strictly confidential. This includes in particular trade secrets and information on customers, transactions, internal controls, audit results and supervisory correspondence.
2. This obligation does not apply to information that is or becomes public without fault of the party, that was already lawfully known to the receiving party, or that it lawfully received from third parties.
3. Disclosure is permitted where required by statutory obligations or by order of an authority or court, and to advisers bound to secrecy. Where permitted, the disclosing party informs the other party in advance.
4. The obligation continues for five years after the end of the contract; for trade secrets and personal data it applies without time limit.
5. JS Consulting may name the client as a reference only with the client’s prior consent in text form.

§ 12 Rights of Use and Work Results

1. Upon full payment, the client receives a non-exclusive, non-transferable, perpetual right to use the work results created specifically for it (e.g. concepts, policies, audit reports, presentations) for its own internal purposes and the purpose of the contract. Disclosure to supervisory authorities, auditors and group companies for this purpose is permitted.
2. Any further publication, disclosure or exploitation requires JS Consulting’s consent in text form.
3. Methods, templates, tools, checklists and know-how that JS Consulting already possessed before the Engagement or developed independently of it remain with JS Consulting. To the extent they form part of the work results, the client receives the right of use under paragraph 1.
4. Work results are tailored to the specific Engagement. JS Consulting may continue to use the general experience and knowledge gained in doing so, subject to § 11.

§ 13 Liability

1. JS Consulting is liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act, and to the extent of an expressly assumed guarantee.
2. In case of slightly negligent breach of essential contractual obligations (obligations whose fulfilment is necessary for the proper performance of the contract and on whose observance the client may regularly rely), liability is limited to the typical, foreseeable damage. Per case of damage, it is limited to twice the fees agreed for the Engagement concerned, but in any event to the coverage amount of JS Consulting’s existing professional liability insurance (pecuniary loss liability), evidence of which is provided on request, to the extent legally permissible.
3. Otherwise, liability for slight negligence is excluded.
4. Indirect damage, lost profit and consequential damage are not compensated in cases of slight negligence.
5. Liability for fines, sanctions or other measures by supervisory authorities resulting from decisions or omissions of the client is excluded in cases of slight negligence. § 4 para. 1 remains unaffected.
6. Claims of the client become time-barred one year after knowledge, at the latest three years after they arise, except in the cases of paragraph 1.
7. The limitations of liability also apply in favour of JS Consulting’s legal representatives, employees and vicarious agents.

§ 14 Data Protection

1. Both parties comply with the requirements of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
2. If JS Consulting processes personal data on behalf of the client within the meaning of Art. 28 GDPR, the parties conclude a data processing agreement before processing begins. The client ensures it is entitled to pass on the data.
3. Information on the processing of personal data of business contacts is set out in the privacy policy.

§ 15 Term and Termination

1. Fixed-term Engagements end upon expiry of the agreed term or completion of the service. Open-ended Engagements (e.g. retainers or ongoing outsourced functions) may be terminated in text form with three months’ notice to the end of a month unless agreed otherwise.
2. The right to terminate for good cause remains unaffected. Good cause for JS Consulting exists in particular if the client is in substantial payment default despite a reminder, permanently refuses to cooperate, or impairs professional independence in audit services.
3. Upon termination, the client pays for the services rendered until termination takes effect and for unavoidable expenses. In case of termination by the client without good cause, § 9 para. 1 applies accordingly for the period until the end of the notice period.
4. After termination, JS Consulting returns or deletes the documents entrusted to it, unless statutory retention obligations prevent this.

§ 16 Force Majeure

1. Events of force majeure (e.g. natural events, pandemics, official measures, cyber attacks, significant business disruptions) release both parties from their performance obligations for the duration and to the extent of their effect.
2. The parties inform each other without delay and agree on how to proceed. If the impediment lasts longer than three months, either party may terminate the Engagement concerned in text form; services rendered until then are remunerated.

§ 17 Final Provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
2. To the extent legally permissible, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contract is Frankfurt am Main. JS Consulting may also sue the client at its general place of jurisdiction.
3. The parties do not participate in dispute resolution proceedings before a consumer arbitration board and are not obliged to do so, as no contracts are concluded with consumers.
4. The client may transfer rights and obligations under the contract only with JS Consulting’s consent in text form.
5. Should any provision be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provision replaces the invalid provision.
6. JS Consulting may amend these T&Cs for future contracts. Existing contracts remain subject to the version agreed at the time of conclusion.