General terms and conditions of business

valid from 01.01.2019
General Terms and Conditions for services accessed via, and

1 Scope of application

1.1 Carl Finance GmbH, Rosenstr. 16, 10178 Berlin, Germany ("CARL"), operates the platform and ("Platform"), on which owners of companies or shares in companies and potential acquirers or investors or their respective representatives or Advisers ("Users") can access information provided by themselves and thus make contact with each other. The contact can be used by the users to conclude company acquisitions, financing or investments ("transaction") with other users outside the platform. The transaction involves the payment of a sum of money or other monetary benefit in a determinable amount ("transaction volume") by the potential buyer or investor to the owner of the company or company shares willing to sell. In this context, the transaction volume is understood to include any fringe benefits and other non-cash benefits as well as implicit and explicit financial liabilities to be assumed by the prospective buyer or investor (e.g. pension provisions, operating lease agreements, etc.) as well as subscription rights, convertible bonds, profit participation certificates and other comparable securities with equity reference and uncertain payments and benefits due to e.g. option or earn-out agreements, whereby in the case of variable components the amount reasonably expected in Carl's estimation is decisive for the calculation.

1.2 These General Terms and Conditions ("General Terms and Conditions") govern all contractual relationships between Carl and the User in connection with the use of the platform.

1.3 The User's general terms and conditions of business shall not become part of the contract even if Carl does not expressly object to their inclusion.

1.4 Carl's offer is not directed at consumers. Consumers are those persons who conclude a legal transaction for purposes that cannot be predominantly attributed to their commercial or self-employed professional activity.

2 Conclusion of contract

2.1 The User makes Carl an offer to conclude a contract on the basis of this General Terms and Conditionsby completing all mandatory fields of the registration form and sending the form. Before sending the form, the User has the opportunity to correct any input errors directly in the registration form. The offer can also be made in writing, orally or by telephone. Carl will immediately confirm receipt of the form. This confirmation does not constitute acceptance. Only after the existence of the User has been verified on the basis of certain criteria, e.g. by telephone inquiry, does the contract come into effect through a separate express declaration of acceptance by Carl or through the actual activation of the account.

2.2 There is no claim to registration of the user against Carl. In particular, Carl reserves the right to check whether the User's profile matches the requirements profile for the platform described by Carl in section 3.1.

3 Description of services

3.1 Users can create a profile on the platform with data to be entered by them (general personal data (name, address, etc.), account data (email address, password) as well as data on the professional activity of the User) ("Profile"). As soon as the User intends to establish contact in order to prepare a transaction, he can create a project with the essential basic conditions of the desired transaction ("Project"). On the basis of the transaction interest defined by the User in the profile and the project, Carl will informatively suggest to the User the establishment of contact with potentially suitable users in the respective complementary role.

3.2 The user profiles and projects remain anonymous until both users have agreed to be contacted. In anonymous profiles and projects, other users can only see key data that could be relevant for a potential transaction, but not data that could be used to clearly identify a user. Carl reserves the right to make profile and/or project content that would allow such identification unrecognizable in the anonymous version of the profile or project.

3.3 Carl merely establishes a preparatory initial contact between the users involved. In particular, Carl does not become a party to any possible later transaction, nor does Carl assume any further advisory or other role in possible contract negotiations between Users. With regard to the submission, transmission or receipt of declarations of intent between the Users, Carl does not act as a representative or messenger.

3.4 For establishing the initial contact between Users, Carl shall receive remuneration in accordance with clause 4 in the event that a transaction is concluded between these Users.

4 Terms of payment

4.1 In the event of a successfully concluded transaction between at least two Users whose initial contact was made on the basis of a request and establishment of contact by Carl, the User in the role of seller shall pay Carl the remuneration set out in the remuneration table, which is included separately as part of the contract. This does not apply if it can be proven that the contact established by Carl was not a contributory factor in the transaction. For the avoidance of doubt, the User in the seller role shall owe the remuneration even if they are not themselves a party to the transaction, for example as Advisers .

4.2 Carl reserves the right to change the remuneration table with effect for the future. The change only applies to projects created after the change comes into effect. For projects that have already been created, even if they only lead to a transaction at a later date, the remuneration table always applies in the version at the time the project was created.

4.3 The consideration shall be due at the time of the transaction and after the transfer of the Company's shares or material assets from the Seller to the Buyer ("Transfer of Interest"), unless the transfer of the Company's shares / material assets or the transaction is invalid. In any other case of financing, the consideration becomes due upon payment of the financing amount, unless the agreement is invalid.

4.4 The time of the transaction is the first payment or partial payment of the transaction volume by the purchaser or investor to the owner of companies or shares of companies who is willing to sell.

4.5 If the User in the role of Seller - such as Advisers- is not itself a party to the transaction, Carl will defer payment of the fee until such time as all or part of the fee has been received. For this purpose, the User must prove to Carl that the fee has not yet been paid. The User further warrants that the mandate agreement concluded by him/her with the owner of companies or shares in companies willing to sell provides for a remuneration structure that will enable Carl to compensate him/her after receipt of his/her fee.

4.6 The date of the transfer of participation is

  • in the case of the acquisition of shares, the date of signature of the share transfer agreement,
  • in the case of the acquisition of GmbH shares, the date of notarisation of the share transfer agreement,

in all other cases, the date of acquisition of the participation in the company.

4.7 Unless otherwise agreed between Carl and the User in text form, the remuneration is to be transferred to the following account within 30 days of the due date: Account holder: Carl Finance GmbH, Bank: Berliner Sparkasse, IBAN: DE05 1005 0000 0190 5875 04, BIC: BELADEBEXXX

4.8 The parties agree that the conclusion of the transaction constitutes an event within the meaning of § 286 para. 2 no. 2 BGB (German Civil Code) and that the user in the seller's role is therefore in default of payment in the event of non-performance, even without a reminder, upon expiry of 30 days after the due date.

5 Duty to report and right to information

5.1 Should one or more transactions within the meaning of section 1.1 occur between two Users within 24 months of Carl establishing initial contact, the User in the role of Seller must report the transaction(s) to Carl within 14 days of the transfer of participation within the meaning of section 4.6. The notification must be made in writing to Carl Finance GmbH or by email to

5.2. The model table in Annex 1 may be used for reporting. The message shall contain at least the following information:

  1. Information about the transaction with parties, time and transaction object
  2. Information on the parameters relevant for the calculation of the remuneration, in particular and at least the transaction volume
  3. Information on the remuneration to be paid depending on the transaction volume according to the remuneration table shown

5.3 Carl confirms receipt of the notification within 5 working days.

5.4 If a user does not comply with his obligation to register in a timely, complete and truthful manner, the remuneration according to the remuneration table increases as follows:

5.4.1 Notification in full compliance with the contract is only made 30 to 59 days after the transfer of the participation (Section 4.4): Remuneration increases to 150% of the amount according to the remuneration table.

5.4.2 Notification in full compliance with the contract will only be made 60 days or more after the transfer of participation (Section 4.4) or not at all: remuneration increases to 200% of the amount according to the remuneration table.

5.5 Every user (whether in the role of buyer or seller) is obliged to comply with a request for information from Carl about any transactions within 14 days. In each request for information Carl will name the users concerned. Clause 5.2 applies accordingly to the content of the information. Within 6 months Carl may not repeat a request for information which the User has fully complied with in accordance with the contract.

6 Invoice from Carl

Following the notification (Item 5.2 ff.) or information (Item 5.5) about the transaction, the User in the seller's role receives an invoice from Carl by email. Carl points out that the claim for remuneration is also due without or before the invoice is issued.

7 Confidentiality, disclosure of information

7.1 The User is prohibited from passing on to third parties any information and data which is available on the platform after registration and verification and which has been specifically prepared by Carl and is exclusively accessible to registered and verified users or which has otherwise been made available to the User by Carl. This applies in particular to personal and company-specific data which the User receives in the course of establishing contact via Carl.

7.2 Third parties are in particular also companies directly or indirectly affiliated with the User, companies within the meaning of § 15 of the German Stock Corporation Act (Aktiengesetz) or related parties within the meaning of § 138 of the German Insolvency Code (Insolvenzordnung) as well as companies in which the User directly or indirectly (e.g. on the basis of a trust agreement) holds a share. Third parties are not employees, freelancers, service providers, representatives and vicarious agents of the user.

7.3 Should the User pass on information or data to third parties as defined in clause 7.1, Carl is entitled to charge the User a contractual penalty of 2,000 euros.

7.4 Should a transfer take place contrary to clause 7.1 and should this be the cause of a transaction of a third party with a user, without a contractual obligation to pay compensation according to clause 4.1, the transferring user has to pay a lump sum compensation of 10,000 Euro. Both Carl and the User shall be at liberty to prove that higher or lower damages have been incurred, particularly with regard to the loss of remuneration.

7.5 Carl undertakes towards the User to treat all information directly brought to its knowledge as strictly confidential and not to hand over, forward or otherwise make it accessible to unauthorized persons. This applies in particular to the commercial register number and the competent local court of companies that are registered by Carl in the course of a project.

8 Further obligations of the user; release

8.1 The user is prohibited from all actions that could endanger the functionality or the integrity of the platform. In particular, the platform may not be used for spamming, unauthorized manipulation of data and/or cyber attacks.

8.2 The user may not post data and/or other content in his profile and his projects that violate applicable legal regulations or the rights of third parties (in particular copyrights and personal rights).

8.3 Furthermore, the user must truthfully enter all information regarding the company profile and the projects to be initiated.

8.4 Carl reserves the right to delete data of the User which are suspected of violating this clause 8 on the basis of objective facts.

8.5 The User shall indemnify Carl against all damages, claims of third parties, expenses and costs (including standard legal fees not limited to the statutory fees) incurred by Carl due to a violation of this section 8 by the User. Further contractual and statutory rights and claims of Carl remain unaffected.

Section 9 Liability

9.1 The company, profile and project data displayed on the platform are provided exclusively by the respective users. Carl is not liable for the correctness and completeness of the company and project data displayed on the platform. In particular, Carl does not guarantee the correctness of the data and is not liable for the conclusion of a transaction between the Users after the initial contact has been established. Carl is only liable for the proper provision of information about companies and projects, and only conclusively as regulated in this clause 9.

9.2 Carl shall be liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body or health, for breach of a guarantee - to be expressly designated as such - and in accordance with the Product Liability Act.

9.3 In cases of slight negligence (with the exception of the case described in clause 9.2), Carl shall only be liable in the event of a breach of an essential contractual obligation. An essential contractual obligation within the meaning of this clause 9.3 is an obligation whose fulfillment is essential for the execution of the contract and on whose fulfillment the User may therefore regularly rely.

9.4 The liability according to clause 9.3 is limited to the typical and foreseeable damage at the time of the conclusion of the contract.

9.5 The limitations of liability apply accordingly in favour of the legal representatives, employees, agents, vicarious agents and assistants of Carl.

10 Blocking a user account

10.1 Carl reserves the right to General Terms and Conditions temporarily or permanently block user accounts in the event of serious or repeated violations. Further legal and contractual rights and claims of Carl remain unaffected.

10.2 A serious breach of the General Terms and Conditions terms of clause 10.1 shall be deemed to exist in particular if there are concrete indications that a user

  • uses the platform without having an interest in a transaction within the meaning of Section 3.1
  • attempts to circumvent, directly or indirectly, the obligation to pay the remuneration pursuant to Section 4.1,
  • does not comply with the notification obligation under 5.1,
  • does not meet the payment obligation according to section 4.7, or
  • violates obligations under section 7.1 or 8.

11 Availability of the platform

11.1 The User acknowledges that Carl cannot guarantee permanent availability of the platform. There is no claim to permanent availability.

11.2 Carl endeavors to realize a smooth and continuous availability of the platform, taking into account the technical possibilities.

12 Online dispute resolution

The EU Commission provides an online platform for online dispute resolution (OS Platform). It can be accessed via the link Carl is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

13 Final provisions

13.1 Carl is entitled to change these at any General Terms and Conditions time. The User will be informed of the change at least four weeks before the intended change is made to the General Terms and Conditions address stored Emailin the User profile. If the User does not object to the change within four weeks of receipt of the notification of the changeGeneral Terms and Conditions, the new General Terms and Conditions ones shall be deemed to have been accepted by the User. In the notification of the change, Carl will make special reference to this deadline and the importance of remaining silent. This change mechanism does not apply to changes to the main performance obligations of the parties.

13.2 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.

13.3 Exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Berlin, provided that the parties to the contract 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 have come into effect or the place of residence or usual abode is unknown at the time of filing a suit.

13.4 Should any of the provisions of these be General Terms and Conditions ineffective, the remaining provisions shall remain effective. The parties shall replace the invalid provision by a provision which comes closest to the parties' intention in economic terms. This applies accordingly in the event of loopholes in the regulations.

Status: August 10, 2018

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