General Terms and Conditions

1. scope of application

1.1 DEALCIRCLE GmbH ("DEALCIRCLE") establishes contact between owners of companies or shares in companies or their representatives/consultants ("sales consultants") and potential buyers/investors or their representatives/consultants ("prospective buyers/buyers").

1.2 Contact can be established in two ways:

1.2.1 DEALCIRCLE operates an online platform ("Platform") under the name "AMBER", on which sales consultants and interested parties/buyers (collectively "Users") can access information provided by themselves on projects relating to the acquisition of companies or company shares ("Projects") and thus come into contact with each other.

1.2.2 Beyond the platform, DEALCIRCLE can present projects to interested parties/buyers by email and, if interested, establish contact with the sales consultant for the respective projects by email ("private matching").  

1.3 The contact brokered by DEALCIRCLE via the Platform or Private Matching may be used by the sales advisors and interested parties/buyers to conclude company acquisitions, financing or investments ("Transaction") with each other. The Transaction involves the payment of a sum of money or other pecuniary benefit in an identifiable amount by the interested party/buyer to the owner of the company or company shares willing to sell.

1.4 These General Terms and Conditions ("GTC") govern all contractual relationships in connection with the use of the Platform and Private Matching.General terms and conditions of business of sales consultants and interested parties/buyers shall not become part of the contract even if DEALCIRCLE does not expressly object to their inclusion.

1.5 DEALCIRCLE's offer is not aimed at consumers. Consumers are persons who enter into a legal transaction for purposes that are predominantly outside their trade, business or profession.

2. conclusion of contract

2.1 When using the Platform, the sales consultant or interested party/buyer as "User" makes DEALCIRCLE an offer to conclude a contract on the basis of these GTC by completing the Platform registration process. The contract shall not be concluded until DEALCIRCLE issues a separate express declaration of acceptance in text form, activates the account or carries out a contact mediation.  

2.2 As part of Private Matching, the interested party/buyer makes DEALCIRCLE an offer to conclude a contract on the basis of these GTC by requesting DEALCIRCLE to arrange contact with a sales consultant. The contract shall then be concluded by DEALCIRCLE carrying out the contact mediation.   

2.3 The user shall have no claim against DEALCIRCLE for registration or conclusion of a contract.

3. service description

3.1 Based on the information available on the potential transaction interest, DEALCIRCLE proposes to the sales advisors or interested parties/buyers via the platform or within the framework of private matching that they contact potentially suitable parties in the complementary role (sales advisor or interested party/buyer). In this respect, DEALCIRCLE acts on the basis of these GTC as a verification broker in a dual function for sales consultants and/or interested parties/buyers who agree to this.

3.2 DEALCIRCLE shall establish the initial contact between the sales consultants and the prospective buyers/buyers on the platform or as part of private matching. DEALCIRCLE does not assume any further advisory or other role in the potential contractual negotiations between the sales consultants and the prospective buyers/buyers.  

3.3 The handling of negotiations and transactions shall be the sole responsibility of the respective sales consultant and the interested party/buyer. DEALCIRCLE shall assume no guarantee for the conclusion of transactions or for the fulfillment of contracts concluded through DEALCIRCLE's mediation, nor any liability for material defects or defects of title in the transaction objects. DEALCIRCLE is under no obligation to ensure the fulfillment of the contracts concluded between the sales consultants and interested parties/buyers. DEALCIRCLE cannot guarantee the true identity and authority to dispose of the sales consultants or prospective buyers/buyers. In the event of doubt, the sales consultants or interested parties/buyers are obliged to obtain suitable information about the true identity and power of disposal of the contractual partner.

3.4 DEALCIRCLE shall receive a success fee from the interested party/buyer in accordance with clause 5 for establishing the initial contact if the transaction is concluded between the sales consultant and the interested party/buyer.

4. use of the platform

4.1 In addition to the general use of the Platform, DEALCIRCLE offers interested parties/buyers a fee-based service. For paying interested parties/buyers as "subscribers", the obligation to pay a minimum fee for a successfully completed transaction via the platform does not apply after the initial contact has been established and the remuneration is in any case in the amount of a share of the transaction volume (even if this is lower than the minimum fee). Subscriber data will be verified by DealCircle on the basis of the information available to DEALCIRCLE, subject to the provision in clause 3.3, and Subscribers will be displayed on the Platform with a verification badge to confirm verification by DEALCIRCLE to the Sales Consultants. The monthly costs for using the platform as a subscriber depend on the duration of the desired use and are displayed on the platform's price list. The price list in the version applicable at the time of booking shall apply. The costs (plus VAT, if applicable) are payable in advance for the entire desired period of use within 15 days of booking, after which the subscriber shall be in default of payment even without a reminder.

4.2 The platform is generally accessible to the public and projects can also be viewed by Internet users who are not themselves registered as interested parties/buyers. However, contacting the sales consultant requires registration as an interested party/seller. Sales consultants can specify whether the projects they post should only be displayed to registered prospective buyers/buyers or only to subscribers.  

4.3 If an interested party/buyer expresses interest in a project via the platform, their contact information is shared with the sales consultant. The sales consultant can then decide whether to accept or reject the contact. In the event of acceptance, the sales advisor's contact information is also shared with the interested party/buyer. In the event of rejection, no information from the sales advisor will be shared with the prospective customer/buyer. If the sales consultant contacts the prospective customer/buyer on the basis of the information provided via the platform, this shall be deemed to be the mediation of the initial contact by DEALCIRCLE, irrespective of the sales consultant's choice regarding the acceptance or rejection of the sharing of their contact information with the prospective customer/buyer.

4.4 The contract of use in relation to the platform as a user is concluded for an indefinite period and may be terminated at any time by the user or DEALCIRCLE to the end of the month. In the case of subscribers, the fee-based user contract shall be concluded for the selected period of use via the corresponding functions of the platform and may be extended; it may be terminated at any time at the end of the current period of use. Regardless of the duration of the contract in relation to the use of the platform as a user or subscriber, the provisions on performance fees in accordance with section 5 apply, provided that the initial contact for a successfully concluded transaction was made via the platform.

4.5 When registering for the platform, the user must provide his correct company details and a contact person and update this information if necessary.

5. success fee by the interested party/buyer

5.1 In the event of a successfully concluded transaction between the sales consultant and the prospective client/buyer whose initial contact in relation to this transaction was made on the basis of a contact established by DEALCIRCLE, the prospective client/buyer shall pay DEALCIRCLE a success fee.

5.2 If the contact is established via the platform, the interested party/buyer shall pay DEALCIRCLE a success fee in the amount of a share of the transaction volume. If the interested party/buyer is not a subscriber, a minimum fee shall be payable in any case. The share of the transaction volume owed and any applicable minimum fee shall be shown on the platform's price list. The price list in the version valid at the time the contact is established shall apply.

5.3 If the contact is established by way of private matching, the conditions specified in the corresponding email inquiry shall apply to the success fee; the conditions according to the price list on the platform in the version applicable at the time the contact is established shall apply subordinately. If a valid framework fee agreement exists between the interested party/buyer and DEALCIRCLE, the conditions contained in the framework agreement shall take precedence over the conditions on the platform.

5.4 The "transaction volume" is the cash inflow to the shareholder of the company/companies sold, which is the consideration for the transfer of the object of purchase to the interested party/buyer, irrespective of whether this includes, for example, the purchase of shares, the repayment or takeover of shareholder loans or deposit accounts or the purchase of assets such as machinery or real estate, plus the pro rata net financial liabilities existing on the takeover date as well as any obligatory capital contributions. The transaction volume also includes any mandatory capital increases, the granting of shareholder loans or contributions in kind by the interested party/buyer. The transaction volume also includes any earn-out payment and any vendor loans that may be granted by the seller. The interested party/buyer is entitled to offset any subsequent reductions in the transaction volume against the earn-out payment, but not against the enterprise value at the time of the transfer of the investment.  

5.5 The success fee is - if required by law - plus the applicable value added tax.  

5.6 For the avoidance of doubt, the interested party/buyer shall also owe the success fee if a natural or legal person who has a close and permanent legal or personal relationship with the interested party/buyer (e.g. a company affiliated with it pursuant to Section 15 AktG, a company in which it holds an interest or an investor or co-investor represented by it) carries out the transaction instead of the interested party/buyer or with the interested party/buyer.

5.7 The interested party/buyer shall owe the success fee even if the transaction only comes about after the contractual relationship with DEALCIRCLE has ended, but on the basis of the original contact brokered by DEALCIRCLE.

5.8 The success fee by the interested party/buyer is due at the time of the transfer of the company shares or the material assets of the company from the seller to the interested party/buyer ("transfer of participation"). In any other case of financing, the performance fee is due upon conclusion of the financing agreement. Any subsequent reduction in the purchase price shall not affect DEALCIRCLE's claim to remuneration.

5.9 The time of the transfer of the participation is (i) in the case of the acquisition of shares, the time of the execution of the share transfer agreement, (ii) in the case of the acquisition of GmbH shares, the time of the execution of the share transfer agreement, (iii) in the case of the acquisition of assets, the time of the first payment by the interested party/buyer for the assets and (iv) in all other cases, the time of the first payments as part of the transaction for the acquisition of the participation in the company.

5.10 The success fee is payable within 15 days of the due date. Thereafter, the interested party/buyer shall be in default of payment even without a reminder.

6. reporting obligation and right to information

6.1 If DEALCIRCLE establishes a contact that already existed between the prospective customer/buyer and the sales consultant in relation to this specific transaction, the prospective customer/buyer shall be obliged to reject DEALCIRCLE's evidence of the contact in writing or in text form within 14 days. A contact shall be deemed to have been established by DEALCIRCLE unless the interested party/buyer proves that the contact between it and the sales consultant in relation to this specific transaction already existed independently of DEALCIRCLE's services.  

6.2 If one or more transactions take place between two users or a sales consultant and an interested party/buyer within 36 months of DEALCIRCLE establishing initial contact, the interested party/buyer must report the transaction(s) to DEALCIRCLE within 7 days of the transfer of participation ("Closing Notification"). The Closing Notification shall be made in writing or by email to deal@dealcircle.com and shall contain at least the following information: (i) information about the transaction with parties, time and transaction object, (ii) information about the parameters relevant for the calculation of DEALCIRCLE's remuneration, in particular and at least the transaction volume.

6.3 Each sales consultant and interested party/buyer shall be obliged to comply with a request for information from DEALCIRCLE about any transactions within 14 days. Section 6.2 shall apply accordingly to the content of the information.  

7 Confidentiality, disclosure of information

7.1 The user is prohibited from passing on to third parties the information and data that can be viewed on the platform, which has been specifically prepared by DEALCIRCLE and is exclusively accessible to registered users or has otherwise been made available to the user by DEALCIRCLE. This also applies to information and data made available by DEALCIRCLE in the context of private matching.  

7.2 Third parties are in particular also companies directly or indirectly affiliated with the User, companies within the meaning of Section 15 of the German Stock Corporation Act or related parties within the meaning of Section 138 of the German Insolvency Code and companies in which the User holds a direct or indirect interest (e.g. on the basis of a fiduciary agreement).

7.3 If the interested party/buyer breaches the obligations under sections 7.1 and 7.2 and the third party informed by him subsequently concludes a contract with the sales consultant or carries out the transaction, the interested party/buyer shall owe the success fee as if he had concluded this contract himself or carried out the transaction himself.

7.4 The confidentiality obligations vis-à-vis sales consultants apply to prospective customers/buyers or subscribers when using the DEALCIRCLE platform.

8. further obligations of the user; exemption

8.1 Sales consultants and interested parties/buyers may not enter any data and/or other content in their profile and projects that violates applicable legal provisions or the rights of third parties (in particular copyrights and personal rights). Furthermore, the sales consultant or prospective customer/buyer must ensure that all information on their profile and projects is truthful. DEALCIRCLE shall under no circumstances adopt the content of sales consultants and interested parties/buyers as its own, but reserves the right to delete data where there is a suspicion of a breach of this Section 8.1 on the basis of objective facts.

8.2 The sales consultant or prospective customer/buyer shall indemnify DEALCIRCLE against all damages, third-party claims, expenses and costs (including customary legal fees not limited to the statutory fees) incurred by DEALCIRCLE as a result of a breach of clause 8.1 by the sales consultant or prospective customer/buyer. Further contractual and statutory rights and claims of DEALCIRCLE shall remain unaffected.  

9. liability

9.1 The company, profile and project data presented on the platform are provided exclusively by the respective users. DEALCIRCLE shall not be liable for the accuracy and completeness of the company, profile and project data presented on the Platform or in Private Matching. DEALCIRCLE is also not liable for the conclusion of a transaction between the sales consultants and interested parties/buyers once initial contact has been established.  

9.2 DEALCIRCLE shall be liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, limb or health, in the event of a breach of a guarantee - which must be expressly designated as such - and under the Product Liability Act.

9.3 In cases of slight negligence, DEALCIRCLE shall only be liable in the event of a breach of a material contractual obligation (i.e. in particular not in the cases described in clause 9.1). A material contractual obligation within the meaning of this clause 9.3 is an obligation the fulfillment of which makes the performance of the contract possible in the first place and on the fulfillment of which the user may therefore regularly rely. Liability in accordance with this Section 9.3 is limited to the foreseeable damage typical of the contract at the time of conclusion of the contract. The limitations of liability shall apply mutatis mutandis in favor of DEALCIRCLE's legal representatives, employees, agents, vicarious agents and assistants.

10. blocking of a user

10.1 DEALCIRCLE reserves the right to block users temporarily or permanently in the event of serious or repeated breaches of these GTC. Further statutory and contractual rights and claims of DEALCIRCLE shall remain unaffected.

10.2 A serious breach of the GTC within the meaning of section 10.1 exists in particular if there are concrete indications that a user (i) uses the platform without having an interest in a transaction, (ii) attempts to directly or indirectly circumvent the obligation to pay the performance fee, (iii) does not comply with the reporting obligation under section 6, (iv) breaches obligations under sections 6, 7 or 8.

11. final provisions

11.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. 11.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Hamburg, provided that the contracting parties are merchants or the user has no general place of jurisdiction in Germany or in another EU member state or has moved his permanent residence abroad after these terms of use come into effect or the place of residence or habitual abode is not known at the time the action is brought.

11.3 DEALCIRCLE shall notify the sales consultants and interested parties/buyers of any amendments to these GTC in writing or by email. If the sales consultant or interested party/buyer does not object to such amendments within four weeks of receipt of the notification, the amendments shall be deemed to have been agreed. DEALCIRCLE shall be informed separately of the right of objection and the legal consequences of silence in the event of an amendment to the GTC.

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