General Terms and Conditions (GTC)

§ 1 Scope of Application

  1. Unless otherwise agreed in writing in advance, the following General Terms and Conditions (GTC) shall apply in their current version to all consultancy services offered by COALAXY GmbH (hereinafter “Coalaxy”) and to all business relationships between Coalaxy and its customers, irrespective of the content and legal nature of the consultancy services offered or contractually undertaken by Coalaxy. The GTC form an integral part of all contracts concluded between the parties and shall also apply to all future business relationships with the same customer, even if they are not agreed separately again.
  2. All offers made by Coalaxy are exclusively directed at business customers (B2B), meaning that these Terms and Conditions apply only if the customer is a business operator (Section 14 of the German Civil Code), a legal entity under public law or a special fund under public law.
  3. These Terms and Conditions apply exclusively. Any terms and conditions of the customer that deviate from, conflict with or supplement these Terms and Conditions shall not apply, even if Coalaxy does not specifically object to their validity in individual cases, or provides contractual services without reservation whilst being aware of the customer’s terms and conditions, or refers to a letter containing the customer’s terms and conditions.

§ 2 Subject Matter of the Contract, Conclusion of the Contract, Performance

  1. Coalaxy provides comprehensive consultancy, analysis and support services, particularly in the areas of sustainability, strategy, innovation, mindset and the circular economy.
  2. Coalaxy’s consultancy services are initially subject to change and non-binding. A contract is only concluded once Coalaxy has confirmed the engagement in writing.
  3. The scope of services for a specific consultancy assignment is set out in a contract on a case-by-case basis (hereinafter: ‘individual contract’).
  4. Coalaxy is entitled to engage qualified third parties (e.g. freelance consultants, technical experts, etc.) to perform the contract. Invoicing for their services shall be handled exclusively by Coalaxy. No contractual relationship of any kind shall be established between the third party and the customer at any time.

§ 3 Fees, invoicing

  1. Coalaxy’s fees are determined in accordance with the terms of the individual contract. All prices quoted are net and exclude VAT at the statutory rate.
  2. Any cash outlays, expenses, travel costs, etc. incurred shall be reimbursed by the customer upon presentation of an invoice by Coalaxy.
  3. Coalaxy is entitled to request reasonable advance payments for services to be provided or reasonable (partial) payments for services already provided.
  4. Invoices are payable within 10 working days of the invoice date.
  5. In the event of non-payment, Coalaxy shall be released from any obligation to provide further services. This shall not affect the right to assert any further claims arising from such non-payment.
  6. If the service is not provided for reasons for which the customer is responsible, Coalaxy shall retain its claim to fees, less any expenses saved.
  7. Coalaxy is entitled to send invoices to the customer in electronic form. The customer expressly agrees to receive invoices from Coalaxy in electronic form.

§ 4 The Customer’s Obligations to Cooperate  

  1. In order to ensure that the consultancy services provided are professional and comprehensive, Coalaxy relies on the client to provide comprehensive information regarding the company’s business, organisational, technical and competitive situation. To this end, the client undertakes to provide the relevant information. The client shall contribute to the project as follows:
    1. The client shall ensure that, even without being specifically requested to do so, all documents necessary for the fulfilment and performance of the consultancy engagement are provided to Coalaxy in a timely manner, and that Coalaxy is kept informed of all material events and circumstances relevant to the performance of the consultancy engagement.
    2. Coalaxy will also be informed, without being asked and as early as possible, of any circumstances that may be of significance to the project.
    3. The client shall immediately review interim results and interim reports to verify that the information contained therein regarding the client or their company is accurate; any corrections and/or requests for changes shall be communicated to Coalaxy in writing without delay.
  2. Delays caused by a lack of cooperation on the part of the customer shall extend the performance deadlines accordingly.

§ 5 Confidentiality, Data Protection

  1. Coalaxy undertakes to maintain strict confidentiality regarding all confidential information that comes to its knowledge in connection with its consultancy services, as well as the content of the project, unless the client releases Coalaxy from this duty of confidentiality. This applies in particular – but not exclusively – to trade and business secrets, any information regarding the nature, scope and practical implementation of the client’s business affairs, and data relating to the client’s customers.
  2. Coalaxy is released from this duty of confidentiality in respect of its agents and representatives. The duty of confidentiality applies to agents and representatives accordingly.
  3. The duty of confidentiality remains in force for a period of five years, even after the contractual relationship has ended. Exceptions apply in cases where there is a legal obligation to testify.
  4. The parties undertake to process, or have processed, any personal data entrusted to them only in the course of their activities in connection with this contract. The data must be deleted immediately upon termination of the contract. The parties declare and undertake to maintain the utmost confidentiality in all matters; to restrict access to the data to what is necessary for the performance of their duties; and to process the data solely for the purpose of carrying out the assignment received.

§ 6 Intellectual Property Rights

  1. The copyright in the works created by Coalaxy (in particular offers, reports, analyses, expert opinions, organisational plans, programmes, service specifications, drafts, calculations, drawings, data carriers, etc.) remains with Coalaxy. The customer may use these during and after the termination of the contractual relationship exclusively for the purposes covered by the contract. In this respect, the customer is not entitled to make the work available to third parties, in particular Coalaxy’s competitors, without Coalaxy’s explicit consent.
  2. Coalaxy accepts no liability arising from unauthorised distribution, in particular with regard to accuracy vis-à-vis third parties.

§ 7 Duration and Termination

  1. Where the consultancy services are based on a project, the contract shall, as a rule, terminate upon completion of the project. Neither party may give notice of termination during the term of the contract.
  2. The right of either party to terminate the contract for cause remains unaffected.
  3. The customer shall pay Coalaxy the agreed fee and the agreed expenses for services rendered by Coalaxy prior to the termination taking effect, provided that the project has not yet been completed. The fees shall be calculated on the basis of the agreed rates set out in the individual contract.
  4. If the consultancy services are not based on a specific project, the contract shall be deemed to have been concluded for an indefinite period. Either party may terminate the contract at any time, subject to a notice period of three months. Notice of termination must be given to the other party in writing. The right of either party to terminate the contract without notice for good cause remains unaffected.

§ 8 Liabilty

  1. Unless otherwise provided for in these Terms and Conditions, including the provisions set out below, Coalaxy shall be liable for any breach of contractual or non-contractual obligations in accordance with the relevant statutory provisions.
  2. Coalaxy shall be liable for damage – excluding personal injury – regardless of the legal basis, only in cases of wilful misconduct or gross negligence. In cases of ordinary negligence, Coalaxy shall be liable
    1. for damages resulting from loss of life, personal injury or damage to health;
    2. for damages arising from a breach of a fundamental contractual obligation (an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the other party regularly relies and is entitled to rely); in such cases, however, Coalaxy’s liability is limited to compensation for foreseeable, typically occurring damage.
  3. Where Coalaxy’s liability is excluded or limited, this shall apply to the same extent in favour of its executive bodies, legal representatives, employees, other vicarious agents and third parties involved.
  4. If and to the extent that any errors in the advisory services provided by Coalaxy are attributable to the customer’s failure to fulfil, or failure to fulfil in full or in a timely manner their obligations to cooperate in accordance with Section 4 of these Terms and Conditions, Coalaxy shall not be liable.
  5. Any claims by the customer arising from or in connection with this contract may only be brought within 12 months of becoming aware of the circumstances giving rise to the claim. After this period, no such claims may be brought, unless they relate to claims arising from wilful misconduct, gross negligence or injury to life, limb or health.

§ 9 Miscellaneous

  1. Should any provision of these General Terms and Conditions be wholly or partially invalid or unenforceable, or should it become invalid or unenforceable as a result of changes in legislation following the conclusion of the contract, or should a gap be found in these General Terms and Conditions, this shall not affect the validity of the remaining provisions or the validity of the contract as a whole. In place of the invalid or unenforceable provision, or to fill the gap, a valid and enforceable provision shall be agreed upon which, in legal and economic terms, most closely approximates what the parties intended or would have intended in accordance with the spirit and purpose of the contract had they considered this point at the time of concluding the contract.
  2. The business relationship between Coalaxy and the customer is governed exclusively by the laws of the Federal Republic of Germany, German private international law and international conflict-of-laws conventions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
  3. The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship is Munich.

Version March 2026