General Terms and Conditions

§ 1 Scope, contracting party and contract language

(1) These General Terms and Conditions (“Terms”) apply to all – including future – contracts, services and pre-contractual measures between CMC Family Office Group Ltd, Serghides House, Suite 102, 61 Archbishop Makarios III Avenue, 6017 Larnaca, Republic of Cyprus, registration number HE 495795 (“CMC”), and its clients (“Client”).

(2) These Terms are addressed exclusively to entrepreneurs, legal entities and other persons acting in a commercial capacity. Contracts with consumers are not the subject of these Terms.

(3) Deviating, conflicting or supplementary terms of the Client only become part of the contract if CMC has expressly agreed to their application in text form. This also applies where CMC renders the service without reservation in the knowledge of such terms.

(4) The contract and communication language is German; English may be used in addition.

§ 2 Definitions

For the purposes of these Terms:

• “Engagement” means the agreed service pursuant to the offer or order confirmation;
• “Partner” means independent, authorised third parties (such as lawyers/advocates, tax advisers, auditors, banks, notaries, licensed service providers);
• “Work results” means the concepts, analyses, templates, calculations and other documents prepared by CMC under an engagement;
• “text form” means a legible declaration on a durable medium (in particular email).

§ 3 Subject matter and nature of the services

(1) CMC provides corporate, structuring and family-office consulting as well as the design, coordination, organisation and project management of cross-border projects. Content and scope follow from the individual offer or order confirmation.

(2) CMC owes professional and diligent action (services), unless a specific result (work) is expressly agreed. CMC is entitled to render services in whole or in part through suitable vicarious agents.

§ 4 Express delineation of services requiring a licence

(1) CMC is not a tax-advisory, law, audit or asset-management firm and not an administrative service provider authorised under Cyprus law where a separate licence is required for this. In particular, CMC does not provide:

• tax advice or commercial assistance in tax matters within the meaning of the German Tax Advisory Act (StBerG) or comparable foreign provisions;
• legal services or legal advice within the meaning of the German Legal Services Act (RDG) or activities reserved to lawyers/advocates;
• investment advice, investment or contract broking, portfolio management or other securities/financial services within the meaning of the KWG, WpIG or MiFID II;
• asset management with decision-making authority over third-party assets;
• statutory audit within the meaning of the WPO;
• insurance mediation or advice (VAG) or payment or credit services (ZAG).

(2) Where such services are required in a particular case, they are provided exclusively by independent, authorised partners. Unless expressly agreed otherwise, these partners are engaged directly by the Client.

(3) Information, templates and concepts provided by CMC serve general orientation and structuring and do not replace review and advice by the respective authorised professional.

§ 5 No guarantee of outcome; obtaining independent advice

(1) CMC does not warrant any particular tax, legal or economic result. Statements on legal positions, tax rates or deadlines refer to the status known at the time of the service and may change.

(2) The Client remains responsible for its own business decisions and, before implementing them, obtains its own legal and tax advice from authorised persons where required.

§ 6 Offer and conclusion of contract

(1) Offers by CMC are non-binding unless expressly designated as binding or provided with an acceptance period.

(2) A contract is concluded upon CMC’s order confirmation, the Client’s counter-signature of an offer, or the commencement of the service by CMC. The contract may also be concluded in text form.

§ 7 Changes to services

Changes or extensions to the agreed scope of services require an agreement in text form. Where a change requested by the Client results in additional effort or a delay, CMC is entitled to adjust the remuneration and the deadlines accordingly.

§ 8 Time of performance, dates and deadlines

(1) Stated dates and deadlines are binding only if expressly agreed as binding. Otherwise, they are estimated times.

(2) Compliance with deadlines is subject to the Client’s timely and complete cooperation.

§ 9 Client’s duties to cooperate

The Client ensures that the provision of services is not hindered by a lack of cooperation. In particular, the Client:

• provides all required information and documents completely, accurately and in good time;
• names a contact person with decision-making authority;
• notifies any change in the factual or legal situation without delay;
• reviews drafts submitted by CMC promptly.

Delays or additional effort resulting from late, incomplete or incorrect cooperation shall not be to the detriment of CMC.

§ 10 Identification, anti-money-laundering and sanctions checks

(1) CMC and the partners involved may be legally obliged to identify the Client and the beneficial owners, to verify the purpose of the business relationship and the origin of funds used, and to obtain corresponding evidence (know-your-customer, anti-money-laundering and sanctions checks).

(2) The Client cooperates and provides the required documents. CMC may suspend performance until such checks are completed.

(3) In the event of suspicion or sanctions relevance, statutory reporting, refusal and termination rights or obligations may apply and take precedence over the contract; the Client’s claims for damages arising from this are excluded.

§ 11 Involvement of third parties and cooperation with partners

(1) CMC is entitled to involve suitable third parties and – in coordination with the Client – to coordinate cooperation with authorised partners.

(2) Contracts for services requiring a licence are concluded directly between the Client and the respective partner. CMC does not act as the partner’s agent and owes neither the partner’s service nor any particular outcome. CMC is liable for the selection of carefully named partners only in accordance with § 21.

§ 12 Remuneration, expenses and third-party costs

(1) Remuneration is governed by the agreement reached (fixed fee, time-based fee or retainer). Unless otherwise agreed, fees are exclusive of any statutory taxes.

(2) Necessary expenses and third-party costs (such as official fees, translations, partner fees) are reimbursed separately. Cost estimates are non-binding unless expressly designated as binding.

§ 13 Invoices, due date and default

(1) Invoices are due for payment without deduction within fourteen (14) days of the invoice date, unless otherwise agreed.

(2) In the event of default, CMC is entitled to charge default interest in accordance with statutory provisions and to claim collection costs, and – after prior notice – to suspend further services until outstanding amounts are settled.

§ 14 Advance payment, set-off and retention

(1) CMC may request reasonable advance payments and interim payments.

(2) Set-off by the Client is permitted only with undisputed or legally established claims. The Client may assert a right of retention only for counterclaims arising from the same contractual relationship.

§ 15 Acceptance of work results

Where work-contract services are agreed, the Client shall inspect and accept acceptance-ready work results without delay. Acceptance is deemed to have taken place if the Client does not notify material defects in text form within ten (10) working days of provision or uses the results productively.

§ 16 Force majeure

Events of force majeure and other circumstances for which CMC is not responsible (such as natural events, measures by authorities, failures at partners or service providers, cyber-attacks) release CMC from its obligation to perform for their duration and extend performance periods appropriately. If the event lasts longer than two months, either party is entitled to terminate the affected engagement.

§ 17 Confidentiality

(1) Both parties treat all non-public information of the other party that becomes known in the course of the cooperation as confidential and use it solely to perform the contract.

(2) Excepted is information that is publicly known, lawfully obtained from third parties, or must be disclosed by law or official order. Disclosure to involved partners for the purpose of performing the engagement is permitted. The obligation continues beyond the end of the contract.

§ 18 Data protection and electronic communication

CMC processes personal data in accordance with the applicable data-protection provisions; details can be found in the privacy policy. The Client consents to communication by unencrypted email and acknowledges the associated risks; encrypted transmission will be arranged on request.

§ 19 Rights of use and protective rights in work results

(1) Upon full payment, the Client receives a simple, non-exclusive and non-transferable right to use the work results for the agreed purpose.

(2) Copyright and other protective rights, methods, templates and underlying know-how remain with CMC. Disclosure to or use by third parties beyond the agreed purpose requires CMC’s prior consent in text form.

§ 20 Warranty and subsequent performance

If a service owed shows a defect for which CMC is responsible, CMC has the right and the obligation to remedy it within a reasonable period. Defects must be notified in text form without delay after they become apparent. If subsequent performance fails, statutory rights apply subject to the liability provision in § 21.

§ 21 Liability

(1) CMC is liable without limitation for intent and gross negligence and for damages arising from injury to life, body or health.

(2) In cases of simple negligence, CMC is liable only for the breach of a material contractual obligation (cardinal obligation) whose fulfilment is essential to the proper performance of the contract and on whose observance the Client may regularly rely. In that case, liability is limited to the foreseeable damage typical for such contracts.

(3) Liability for indirect damage, consequential damage and loss of profit is excluded in cases of simple negligence.

(4) CMC accepts no liability for the services of the partners engaged by the Client or for the achievement of any particular legal, tax or economic outcome.

(5) The above limitations also apply in favour of CMC’s legal representatives, employees and vicarious agents. This does not entail any change in the burden of proof to the Client’s detriment.

§ 22 Liability for third-party and partner content

CMC is not liable for content, services and delays of third parties or authorised partners engaged directly by the Client. References and recommendations to partners do not constitute a warranty for their performance.

§ 23 Indemnification

The Client shall indemnify CMC against third-party claims based on incorrect, incomplete or unlawfully provided information, instructions or documents of the Client, unless the Client is not responsible for this.

§ 24 Limitation period

Claims of the Client against CMC become time-barred – to the extent legally permissible – within twelve (12) months from the statutory commencement of the limitation period. This does not apply to claims arising from intent, gross negligence or injury to life, body or health.

§ 25 Term and termination

(1) Contracts may be terminated by either party in accordance with statutory provisions or the arrangements agreed individually. Terminations require text form.

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists for CMC in particular in the case of sustained payment default, refusal of required cooperation or KYC evidence, sanctions relevance, or circumstances that make continuation of the cooperation unreasonable.

§ 26 Consequences of termination

Upon termination, services already rendered shall be remunerated on a pro-rata basis. Each party shall, on request, return or delete the other party’s documents and data provided to it, unless statutory retention obligations apply.

§ 27 Non-solicitation

The Client undertakes not to actively solicit CMC’s employees or involved partners during the cooperation and for twelve (12) months thereafter. General job advertisements not directed at CMC remain permitted.

§ 28 Reference

CMC is entitled to name the Client in general form as a reference after completion of an engagement. The Client may object to this at any time with effect for the future in text form.

§ 29 Assignment

Assignment of rights and obligations under the contract by the Client requires CMC’s prior consent in text form.

§ 30 Notices and text form

Legally relevant declarations within the contractual relationship may be made in text form (in particular by email to the address last notified), unless a stricter form is mandatorily prescribed.

§ 31 Amendments to these Terms

CMC may amend these Terms with effect for the future and will inform the Client thereof in good time. For engagements already placed, the version agreed at conclusion of the contract applies.

§ 32 Dispute resolution

(1) The parties shall endeavour to resolve disagreements amicably in the first instance.

(2) CMC is not obliged and not willing to participate in dispute-resolution proceedings before a consumer arbitration board; the provisions on online dispute resolution for consumers do not apply to contracts within the scope of these Terms.

§ 33 Governing law and jurisdiction

The law of the Republic of Cyprus applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is – to the extent legally permissible – Larnaca, Cyprus.

§ 34 Severability and entirety

(1) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected; the invalid provision shall be replaced by the legally permissible rule that comes closest to its economic purpose.

(2) There are no verbal side agreements. Amendments and supplements require text form.

§ 35 Precedence and language

In case of contradictions, the following order of precedence applies: individual order confirmation, individual offer, these Terms. These Terms are available in German and English; in case of doubt, the German version shall prevail.