GENERAL TERMS AND CONDITIONS FOR SERVICES

Zugimpex, 01.09.2024

These General Terms and Conditions (GTC) apply to all contracts, agreements, and services provided by any enterprise of Zugimpex to its customers unless otherwise agreed upon in writing.
These general terms and conditions, which also contain the subsequent parts for billing and certain services, apply prior to any general terms and conditions of purchase or other general business conditions of the customer.
The parties agree that no verbal agreements or side arrangements shall be considered valid or enforceable. Single verbal commitments from our employees, business partners or consultants are valid only if they are confirmed in a written form by the management of our company, especially payment terms and special services.
In the event of any conflict between these General Terms and Conditions and any specific provisions outlined in a separate agreement between Zugimpex and the customer, the specific provisions shall prevail, provided they are explicitly acknowledged and agreed upon in writing by Zugimpex.
These General Terms and Conditions will also govern any future transactions with the customer, without the need to reaffirm their applicability each time. A new version of our General Terms and Conditions may be published on our website Zugimpex.com every summer and get in place by September. Customers are required to check them. It is deemed that the changes are accepted if there is no written objection.
Severability: If individual provisions of these Terms and Conditions should be invalid, this shall not affect the validity of the remaining provisions. The parties will replace the ineffective part with an effective one, which comes closest to the intention of the invalid condition. Similarly, gaps need to be filled.
The governing law applicable to these General Terms and Conditions shall be the law of the location of the company that is the contractual partner from our side. The court of jurisdiction for any disputes arising out of or in connection with these terms shall be the competent court at the seat of that company. The parties agree that they may, by mutual consent, choose an alternative jurisdiction if such choice is deemed legal and practicable under the circumstances. Furthermore, the parties may also opt, at their discretion, to resolve disputes through arbitration or mediation in accordance with the rules of a mutually agreed arbitral institution, taking into account the location of both parties.
Our offers are exclusively aimed B2B, at business entities and professionals acting in a commercial capacity, as defined by applicable business laws in the countries where we operate. Regulations pertaining to consumer rights under local consumer protection laws do not apply.
The contract partner from our side is the one of our companies that is listed in our offer or in the agreement. However, this company is entitled at any time to transfer the rights and obligations of the contract or parts of it to a related legal entity, e.g. in cases where the other company has required licenses.
In case of company formation or takeover, the contractual partner from the side of the customer is deemed to act as the one who orders company formation or takeover, but also orders ongoing services on behalf of the company that has yet to be formed or purchased.
We must comply with all applicable Anti-Money Laundering (AML) regulations. To ensure that the legally required compliance is possible, our customer informs us about all natural and legal persons concerned during the definitive conclusion of the contract, transmits documents for identification and provides all the information required to complete the compliance documentation. This includes for every physical person: a copy of the ID or passport, the email and the mobile phone contact and the current residential address.
During an ongoing business relationship, we are obliged to verify and update these data periodically, usually once a year. The customer shall inform us in time about all changes of email addresses, residential addresses and phone contacts and ensure that we can always reach someone. If a notification about change in email or change in address is not made, a message that has been sent both physically to the previous address and electronically to the previous e-mail address shall be deemed to have been delivered. In addition, the customer shall be deemed to fall into a higher compliance risk category, and we are entitled consider this additional risk in the pricing.
If there is a change in shareholders, beneficiaries, directors or main business activities at the entity of the customer, the customer shall inform us about all relevant changes in advance and enable us to perform compliance procedures in relation to the newly involved persons. If they do not fit in our target group, especially if there are US citizens or US residents involved, we are entitled to terminate the cooperation. To prevent issues in case of death or severe illness of customers, we recommend customers to authorize a certain person of trust to cooperate with us in such instances.
In the event that the customer decides to sell or liquidate the company, the customer agrees to fulfill all outstanding financial obligations to Zugimpex. This includes, but is not limited to, payment for domicile and services provided up to the date the company is officially struck off or transferred. The customer shall notify Zugimpex in writing of their intention to sell or liquidate the company at least 30 days prior to such action. Failure to comply with these obligations may result in additional fees or legal action to recover owed amounts.
Communication with our office shall happen by phone, phone apps and email. The customer accepts that Zugimpex automatically deletes all chats on apps like WhatsApp within a week and that communication and documents delivered by such channels may be stored in the cloud and that the time to download such communication and/ or documents will be charged to the customer. It is not planned that customers communicate with employees of Zugimpex on their private phones, apps or emails, especially not outside business hours.
The customer gives Zugimpex permission to arrange for the customer’s physical mail to be redirected to a post box at the local post office at the customer’s expense. Additionally, Zugimpex is authorized to receive and acknowledge receipt of registered mail on behalf of the customer at this location.
Our company is entitled to use artificial intelligence and machine learning in accordance with applicable laws. However, customers are advised to retain discretion when relying on outputs and to consult with Zugimpex where necessary. Zugimpex shall not be liable for any decisions made by the customer based solely on AI/ML outputs without appropriate consultation.
Orders (agreed contracts) are irrevocable. Written orders shall be issued with the signature of the customer, follow up orders can be transmitted electronically if this is possible by prevailing law in the jurisdiction. If the customer makes changes, they are accepted only if they are confirmed by us within one week in writing. If the order or an agreement is made verbally, we will send a confirmation of this order or agreement, and this will be legally binding unless a written cancellation would be received by us within 3 working days.
Ongoing services are deemed to have a minimum period of 12 months. Once this period concludes, the contract renews automatically for successive 12-month intervals with a six-month termination period.
Amendments to such agreements and additional disclosures of any kind will be accepted only by us as binding if they are confirmed in a written or electronic form by the company’s current official management.
We reserve the right to refuse orders or to interrupt the order in process at any time without giving reasons. If an order is transmitted to our company without a previous offer from us, it is not automatically deemed to be accepted by us unless it is explicitly confirmed by us. This is necessary because there are certain types of customers or orders which we do not want or are not allowed to accept.
Our company is entitled to terminate agreements and to inform the authorities that the company cannot be reached any more at the address if there is a valid reason, especially if invoices are not paid for 90 days or if the customer cannot be reached for six weeks, if documents for accounting are not submitted, if accounting reports are not confirmed and submitted or if there are execution titles against the customer’s company. If we provide the domicile and an inactive or terminated company is not moved to another address within a month, we are entitled to charge for every starting quarter three times the quarterly domicile fees.
Steps after an order: The beginning and end of activities for an order is defined in the order. If this is not the case, immediate prepayment and commencement shall be deemed to have been agreed. We immediately issue an invoice for prepayment which should arrive within no later than two weeks. Then our company contacts the customer for the required information for the project and compliance which is required to arrive within 4 weeks. In case of company formation, we prepare the documents and send them via email to the customer who has to sign and send them back scanned plus in original within 4 weeks.
Extension of contracts, announcement of new dates or approval to begin some additional activities should be considered as placing a new order. In the case of standing orders, it is agreed that these will continue to run or to be renewed automatically if there is no termination.
If there are requests from public authorities to our companies after completion of an order, we are entitled and authorized to answer them and to charge the customer all costs connected with it.
The language of correspondence and documentation is basically the local language or in English. Translations have to be charged to the customer.
Prices and terms are agreed in writing while placing an order or transmitted electronically as our order confirmation. They prevail in relation to the default standard hourly rates or service rates listed on our website. All prices must be understood as net amounts, and the applicable VAT will be added unless the invoice recipient provides a VAT number or is located as a business outside the EU, in which case VAT is not charged.
If orders or order confirmations that are sent to us by our customers contain different prices, conditions, or content compared to our offer, this is considered as reverse offer from our customer and needs to be confirmed in writing or electronically by our management.
Service fees will be billed at the start of the contract period, usually as prepayment.
For ongoing services, fees begin upon the company’s registration in the commercial registry. If there is a delay not mainly caused by us, fees for ongoing services will be billed at no later than two months after the contract date.
In case of ongoing orders, we inform customers in advance in writing of changes in pricing, however we are always entitled to recharge increases in costs, especially costs of employees that can also increase because of additional requirements. If a customer wishes the use of a special software or platform, the costs of training and introduction needs to be charged.
For company services, billing is done based on prepayments. The settlement may take place for the company domicile and for services that are billed according to time, whereby minimum fees per year are agreed. Our services are temporarily suspended if there is no credit balance, usually for one week, and the customer is notified weekly. If services are suspended and deadlines are missed, the customer shall be fully responsible. For the sake of transparency, customers receive periodic delivery notes. Most tasks that are done for the customer relationship are billable per time, including compliance and invoicing.
If services are charged by time, service intervals are 15 minutes; however, for some tasks, a minimum time is charged to recover costs for automatization, research or preparation of templates.
Accounting and similar activities are complex tasks and therefore controlling and reworking is part of the process and billable time. This concept is similar to the development of software where testing and improving is part of the process.
Where audits are mandatory, we automatically prepare the documentation for the auditors and answer to their requests. On the other hand, the appointment and change of auditors must be done directly by the customer.
If the contract is terminated before the minimum term or the termination period expires, the customer will be responsible for paying the fees for the entire minimum term starting from the contract establishment date.
If a customer prefers the personal participation of certain employees, contract workers, subcontractors or partners in a project, this must be agreed in writing. Our company has the right to use or change employees of similar qualification, or to subcontract the contract or part of the contract, to qualified subcontractors, as well as to replace them at any time during the project.
Reclamations: the customer is obliged to inform us immediately about deficiencies that are noticed in writing or electronically. He needs to specify the case and to enable us to correct it within a reasonable time frame. Notification can be done via email to an employee but needs to have in CC both the email address info@zugimpex.com and the email address qm@zugimpex.com. This right of the customer expires six months after the project’s completion.,
During a correction process, the customer has the same obligation to participate as during the original project. If the customer has not controlled the project progress and a deficiency has not been reported promptly and therefore additional work has to be done, or when the customer later requires more details or modifications in the accounting or consulting services to reach a goal, as was originally agreed, we are entitled to charge the extra effort.
Instead of a correction, the customer cannot claim damages for non-performance. Also, the customer is responsible for keeping track about deadlines and remind Zugimpex in time to perform activities before such deadlines. In particular, our company has no liability if public authorities issue penalties or interests for late payments to the customer when services were interrupted because of open bills, missing documents or if prepayment was not done.
Complaints regarding invoices are acknowledged by us only within 10 days after the invoice date and must be submitted via email to invoices@zugimpex.com with cc to info@zugimpex.com, explaining the details of assumed deficiencies. The part payment for the amount that is not in question has in any case to be paid immediately; otherwise, we are entitled to charge costs and interest for it.
Liability: It is agreed that claims for damages of any kind are excluded from our companies and persons, except in case of intent. This also applies to breach of obligations by our employees, contract workers, subcontractors, or partners. Any claim of damages shall be made in court within six months after the damage arises or after the claimant has gained knowledge but shall be made no later than three years after the date of the operative event.
Zugimpex is not liable for consequential, indirect, or atypical consequential damages. Irrespective of this, Zugimpex’s liability is limited to the annual price of the service used.
If there are alterations to standards or regulations made by a public organization during the course of the contractual relationship, for example licensing requirements, Zugimpex shall not be held liable for any changes in the contractual relationship that results from these legislative modifications.
If Zugimpex did not submit a written expertise that is signed by the management, Zugimpex holds no liability to correctly inform clients about industry-specific requirements related to the business activities of companies that necessitate special licenses or permits. This is particularly applicable to companies in finance, gambling, and transportation. As a default, we assume that the customer has informed himself and knows the requirements.
Dividend payouts from an established company are typically subject to taxation in the shareholder’s country of residence. Failing to report received dividends to tax authorities may constitute tax evasion. The customer acknowledges with the acceptance of these GTC that he received and understood this information. Zugimpex is not responsible to inform the customer further about this topic in any case.
If an activity is carried out with the involvement of a third company, a lawyer, a civil engineering or technical offices, a trustee, a computer company or a subcontractor, eventual claims from warranties– as applicable under the law of the third party – are automatically transferred to our customer and our customer hereby agrees to deal with the third party directly about this case without involving Zugimpex.
In projects, including but not limited to accounting and consulting, Zugimpex relies on the accuracy and completeness of the documents, information, and advice provided by the customer. Zugimpex is explicitly not obliged to verify their accuracy and completeness. This is particularly applicable to balance sheets submitted to authorities when provided to Zugimpex as part of the service package. The customer agrees to indemnify Zugimpex from any claims arising due to inaccuracies or incompleteness, including those from third parties, and to cover the costs of any necessary proper legal defence.
Data security and cyber security can never be fully guaranteed. Zugimpex is not liable for any damages resulting in theft, manipulation, loss or misuse of data.
Online services and content: Zugimpex does not guarantee the constant availability of their website, services, benefits, and accessibility via the internet. Zugimpex ensures internally that the information is correct and up to date, however it assumes no liability for damages suffered by contractual partners or third parties from the use of the website and other content. Liability claims against the author of these pages, which refer to material or immaterial nature and are caused by the use or non-use of the provided information or using incorrect and incomplete information, are excluded as far as there is no proof of intentional fault.
All offers on our website are free and without obligation. The author expressly reserves the right to change, supplement or remove parts of his pages or the entire offer without prior notice or to discontinue the publication temporarily or completely.
A liability for direct or indirect references to external websites (“links”), which are not within the area of responsibility of the author, is excluded. Hereby the author expressly declares that at the time of linking to the linked pages no illegal contents were recognizable. The author has no influence whatsoever on the current or future design, content, or authorship of the linked sites. For this reason, the author distances itself from any content of the linked pages, which were changed after the link setting. This statement retains its validity for all links and references within the own internet offer as well as for external entries in guest books and mailing lists which may have been set up by the author. For all illegal, incorrect, or incomplete contents and especially for possible damages, which arise after the use or disuse of such offered information, the liability lies solely with the provider of the referenced page.
Zugimpex is not obliged to notify customers if their company needs to inform authorities because insolvency criteria are met. If a company is insolvent, the customer is obliged to take appropriate measures or notify the authorities immediately and comply with all related obligations.
The parties are bound to confidentiality about all confidential information about which they may obtain knowledge during the collaboration. All information about facts, methods and knowledge has to be considered as confidential, which are not generally known and not generally available, at least in its specific application in the execution of the contract.
An exception for the disclosure is the forwarding of information if this is necessary to safeguard our own legitimate interests, if the relevant third parties are subject to an equivalent obligation to maintain confidentiality. The obligation to maintain confidentiality shall exceed the termination of the contract. The foregoing obligation shall not prevent our consulting company from performing the same or similar jobs for other customers while maintaining confidentiality.
Zugimpex reserves the right to use customer data for internal analysis and to improve its services, ensuring that such use complies with our data protection and privacy policies. Zugimpex may disclose customer information to legal, regulatory, or governmental authorities to comply with applicable laws and regulations. In cases requiring professional consultation, such as legal advice, Zugimpex may disclose relevant customer information to obtain necessary guidance or representation, especially because the consultant will have to verify that there is no conflict of interest.
We are however entitled in the event of outstanding debts, to exploit knowledge, data, and information we have received about your company or the business otherwise and forward it to third parties of any kind, against payment or without payment, especially in case of an insolvency of your company.
Our group of companies can process information brought to its knowledge, especially the personal data of customers, with IT technology or let it be processed by third parties, according to applicable laws, including GDPR.
This information can also be available to persons who perform system support and control functions in the process. Measures are applied to ensure that the appropriate people are also under the obligation to maintain confidentiality.
Digital Platforms: Zugimpex often performs its services remotely, utilizing digital communication tools such as email, video conferencing, cloud computing and collaborative platforms. The Customer acknowledges and agrees to the use of such technologies in the course of service delivery. If billing per time is agreed, all time required to set up and operate a digital meeting is charged by Zugimpex, even if there is technical disruption.
The Customer agrees to participate in virtual meetings and digital communications as required for the effective provision of services. The Customer shall ensure that also its representatives have access to the necessary technology and are available for scheduled virtual meetings.
Data Collection
We may collect personal data from users through our website, including but not limited to information collected via cookies, website tags, and other tracking technologies. This data may be used to improve user experience, provide personalized content, and enable the operation of our services.
Marketing: We are entitled to send electronic information to our customer about existing and additional services.
User Consent
Before collecting any personal data, we will obtain consent from users. This consent will be requested when you access our website or use our services for the first time. Users are informed of the types of data being collected, the purposes for which it is being used, and any third parties with whom the data may be shared.
Online advertisement Services
Our website uses services provided by services like Google and Bing, such as Google Analytics and Google Ads. These services may collect, store, and process personal data according to Google’s privacy policies. By using our website, you consent to the processing of your data by Google in accordance with these policies.
Management of Consent
Users have the right to withdraw their consent on our website at any time by adjusting their browser settings or by using the opt-out options provided in our cookie consent banner. Withdrawal of consent may limit the functionality of our website and the services we are able to provide.
Labeling of Data
Any data collected through our website that does not have explicit user consent will be labeled accordingly and may not be used for personalized advertising or other purposes where consent is required. This labeling is part of our compliance with relevant data protection regulations, including GDPR
Copyright and intellectual property rights: all written documents, videos, websites, postings created, arising, transmitted or made available during the contract, whether in whole works or parts, are considered intellectual property of our group of companies. This ownership applies irrespective of the document’s qualification as independent creations under copyright law, due to the significant investment involved in the creation by our companies.
As between Zugimpex and Customer, all rights, titles and interests (including all copyrights, trademarks and other intellectual property rights) belong to Zugimpex. In addition, the names, images, pictures, logos and icons identifying Zugimpex’s products and services in many countries are proprietary marks of Zugimpex and/or its subsidiaries or affiliates. Except as expressly provided below, nothing contained herein shall be construed as conferring any license or right, by implication, estoppels or otherwise, under copyright or other intellectual property rights, to someone else. Unless otherwise noted, all content, including images, illustrations, designs, icons, photographs, video clips, and written and other materials that are part of Zugimpex are copyrights, trademarks, trade dress and/or other intellectual properties owned, controlled or licensed by Zugimpex.
Consulting documents (documentation for consulting projects, consultancy reports, evaluations, documentation of management systems and process descriptions), service descriptions, calculation systems, videos, websites, digital postings and programs (even if they are programmed or improved by your staff) are our intellectual property. Our customer gets the limited right for use within his company for the intended purpose with respect to known and future contexts.
With the complete payment of the bill, this right of use is extended indefinitely and can only end, should the customer to breach an agreement with us (example: direct future hiring of a consultant employed by us without the interposition of our company). In no case, however, our customer receives the license for full transfer: without the written consent of our general management, the documentation may not be used to introduce similar systems at another company, whether it is a paid or unpaid service, whether in companies in the corporate group at another company. Anyway, regardless of the fault, in case of violation our company has the right to charge an adequate amount of half a consulting fee for a comparable project.
The customer will not modify documents submitted by the Zugimpex, in particular mandatory reports, expertise, videos, websites, postings or accounting results. The same applies for products and other related work, as long as their purpose is not just to be edited further by the customer.
The content of consulting and training documents, videos, websites, transcripts and other media (even when they are created, programmed, or improved by your staff) is our intellectual property. Our customer gets the limited right of use it for use within his company for the intended purpose. Reproduction is only permitted within the legally permitted scope for the personal use of the participant as well as for his immediate supervisor and for his senior management.
References: customers agree to allow Zugimpex (any company that operates in the framework of our cooperation under our name) to use their name and project as a reference, upon completion of any step of a project, unless explicitly stated otherwise. This permission can be granted verbally or in writing.
In case of requests, you agree to provide truthful information. In case we ask you for a review on websites and social media, you will write such a review truthfully and within a certain time frame, if possible, with a link to our website. Likewise, it is agreed that you give no reference information when a former consultant of our company tries to sell orders on its own account or on behalf of third parties and mentions the project which you had with us, as a reference. A note in advertising or to business partners for reference on the existing contractual relationship to our company needs to be permitted to the customer in writing by our management.
Prohibition of headhunting or direct orders: the parties mutually agree to take all necessary steps that are appropriate to preserve the independence of our employees, contract workers, subcontractors, or partners. You agree to book exclusively all consultants that are at this time employed by us and working with us for or working for a subcontractor or subcontract as a self-employed consultant during the course of this agreement and three years after completion of the job (invoicing date, if not available: order date) through our company or another company of our group (as part of our cooperation) and not to give them directly an order from your company, not to recommend or headhunt them to be employed in another company and not to employ them in your company group (even if the consultant was in the meantime no longer working for us), otherwise a penalty in the amount of usual headhunting compensation at least six months of income by the employed consultant/coach plus all associated costs (investigative, legal, etc.) is agreed as binding and will be invoiced by us.
Billing: Invoices are sent electronically to the defined e-mail address. As method of payment is bank transfer to our bank account or cash is agreed. We do not accept cheques, and we only accept payments in crypto currency if this is explicitly agreed in writing. In case of money transfer payments, the customer has to pay the full time for the way and the transaction. Our consultants and external business partners have no power to collect money, the billing is done exclusively through us, unless otherwise agreed in writing.
Invoices are deemed to be paid when the payment arrives on our account. If a customer sends payments but there is a delay or blockage by compliance, it is not considered to be paid. If there are compliance requests, the customer is obliged to pay our time used to deal with them at the current hourly rates. The same principle applies if the customer sends payments from another entity than the one which received the invoice. Customers shall always mention the invoice number in their payments and pay exactly the amount of the invoice.
Payment terms agreed are always prompt payment without deduction, for international transfers the customer bears all costs, real currency exchange costs and transfer charges. If in export orders regional source taxes or duties shall be retained, the customer is obliged to either carry these taxes in addition or to bear all costs of legal advice and support to ensure that the agreed amount reaches our account.
Our company is entitled to request a full down payment for approved third party expenses or public fees, especially for notary fees, legal fees or commercial register fees. In the case of an advance payment for services, such expenses are not deducted from the minimum fee amount.
We always have the right to assign receivables to third parties, especially within the Zugimpex group.
For delays in payment, reminder costs, collection costs and default interest will be charged, especially internal time. In case of delay of payment (without a written complaint within the time limit) customers will receive a written or telephone reminder.
If in the case of delays extensions are required, you pay all our collection fees, all costs that arise to us from pursuing our claims (including internal costs), expenses, disbursements (for any title whatsoever) and all costs of litigation, particularly through the intermediary of a collection agency or a lawyer. The interest rates that are agreed for a delay are 1.5 % per month from the due date, whereas the interest is added after the month to the capital and the next month the interest rate is calculated from the increased capital base (should a maximum interest rate be stipulated by law in a country, this applies).
Incoming payments are credited first to interest and fees and finally to the amounts invoiced, even if something else is indicated on the payment document.
We are entitled in the event of outstanding debts, to exploit knowledge, data, and information we have received about your company or the business otherwise and forward it to third parties of any kind, against payment or without payment, especially in case of an insolvency of your company.
For consulting projects that have to be performed at the place, we will either charge a flat fee, the customer bears the costs of accommodation (room with shower and toilet, breakfast), or we agree on a daily fee, this is at least half a day, plus money for travelling and accommodation, in case of a training plus food costs. These prices apply only to the cost of the consultant/trainer, other costs (copying costs, translation, data entry, messenger services, etc.) will be charged separately at cost. If nothing else is agreed, the time for meetings, analysis, training, preparation and debriefing, and the creation of training documents will be charged. Should a project be suspended or terminated (whether by us or by the customer), so we are either entitled to invoice previously accrued work with a pro rata percentage of the fixed fee (where a base amount for our know-how has to be considered, as well as the content and the proportion in the know-how that has been transferred in relation to the total know-how required for the project), or by expenditure of time (according to the guidelines of the Professional Organization), unless other arrangements (e.g. cancellations see above) come into play.
Company Services, Accounting:

Company service providers and accounting companies are subject to regulation in all countries. Therefore, we are obliged to have professional insurance, to collect compliance documentation, to update it and to monitor the customer relationship. The time for these tasks has to be billable time.
Because of the nature of the ongoing relationship, we need to be able to reach the director and to be contacted within one or two weeks after sending a contact request.
Our companies do not offer nominee or fiduciary services. We are convinced that legitimate business can be handled in a transparent way and that it is cheaper for the customers to employ part time workers than nominees who create extensive bureaucracy and often have delayed service response times. In special cases we can recommend specialized companies or individuals with know-how and capacity in such areas.
Orders for company formation and takeover are only accepted in connection with orders for company services, except where regulatory requirements need a different setup. If a customer orders company formation or takeover and then orders ongoing services somewhere else, we are entitled to charge one minimum fee for ongoing services for the first year as a flat fee.
It is agreed that the person who orders the company formation or purchase is personally responsible that the formed or purchased company will accept and fulfil the contract of company services.
The success of applications of companies for licenses, VAT numbers or bank accounts depends on the company and on the discretion of the authority or financial institution. Our company supports professionally but cannot guarantee a success. A successful completion of such an application is never a condition in the relation to other services. If a company does not manage to get a bank account, the fees for ongoing services are still due and may be paid by a third party.
Our business centres have flexi desks, Wi-Fi, and small meeting areas. Customers have access through a key safe. Storage of files must be in their defined places; however, we are not responsible for loss or damage. Access for third parties (e.g., meetings with customers of our customers) is only permissible when our customers are present, too. To ensure a proper environment for all customers, the premises must be left clean and in proper conditions, food and beverages must be disposed outside.
The customer must collect their accounting documentation within 24 months following the close of a business year. If the documents are not collected within this timeframe, we may charge an archival fee.
The customer is required to retain accounting documents in accordance with applicable laws and regulations. While we primarily receive documents electronically and operate under the assumption that the customer retains necessary copies for their records, we reserve the right to securely shred physical documents three years after the conclusion of the relevant accounting period, provided there are no outstanding legal obligations to retain these documents for a longer duration for us. In the event that legal retrieval of documents is required, such documents will be sorted and scanned by us, with all associated activities billed to the customer at the agreed-upon rate.
The customer must provide a valid email address, to check it regularly and to react in time. When the registered address of the customer is in our business centre or when the mail is redirected to us (e.g., in case the customer is temporarily absent), we scan all the documents and forward them by email to the mentioned email address.
If a customer sends mail with parcel services, all our time to receive the parcel must be charged. If we need to send physical mail, especially registered letters and DHL, the fees of the transport company plus all our time must be charged as well.
Bookkeeping services are provided by qualified staff. The time frame required for accounting depends largely on the way how documents are delivered. Therefore, the customer shall ensure that the accountants receive all documents and information necessary for the execution and completion of the task without special request timely and that he is informed about all the events and circumstances that are relevant in addition (e.g., contracts). Our company shall receive complete bank statements (where the information about the other parties of the payments can be seen) and the invoices and supporting documents for every transaction. We assume that the documents submitted, information provided, and instructions given are correct, well organized, and complete. In the case of late, bad organized or incomplete delivery of documents for or in case the documents are not delivered in the agreed form (particularly if they are not understandable, if there is not documentation for every payment or if they are not sorted as required), the customer must accept the additional costs and eventual damages.
If the customers use crypto wallets, it is their responsibility to provide us with proper documentation.
Customers operating in online based industries and customers with large amounts of similar payments are motivated to keep accounting costs low. We are glad to develop systems that enable our accounting to register just the total amounts and to attach files from the electronic sales system of the customer.
We are entitled to represent the company in relation to public authorities, however we require approval for every document that is uploaded. Therefore, the customer is responsible to check our correspondence and to comment it in time in order not to miss a deadline, especially if he uses a separate email address for our correspondence.
When customers receive reports or trial balances for approval, they shall check properly and inform us without delay if there are differences to their expectations. Accruals and deferrals shall be automatically reversed in the following year. Customers are responsible to check and inform us about inventory, goods on the way, accruals and deferrals and open positions at the end of the period.
Retention rights: original documents, e.g., for the accounting remain property of the customer, while printouts and results of the accounting remain our property until they are paid. This means that we are not obliged to hand over physical or electronic data if invoices remain open. This right applies to all outstanding invoices in any relation between the customer and his companies on the one hand and one company of Zugimpex on the other hand, regardless of the specific service to which the documents pertain. The withholding of documents due to non-payment shall not constitute a breach of Zugimpex’s obligations under these terms and conditions. The customer acknowledges that Zugimpex’s right to withhold documents is a necessary measure to ensure payment for services rendered. Zugimpex shall not be liable for any consequences, including but not limited to delays in the customer’s business operations or financial loss, resulting from the withholding of documents as a result of non-payment.
If we start to take over the service for a company, accounting documentation has to be provided properly so the electronic setup can be done in time.

88. Consulting and Training:

Consultants have an advisory and supportive role in the first place. Therefore, no responsibility is taken for a specific economic success if it is not confirmed in a written form. It is up to the customer to assess if the advice is economically useful and to which degree, he implements it. Zugimpex, therefore, is not liable for losses of capital investments of the customer. In addition, Zugimpex is not responsible to discover possible internal deficiencies of the customer system that are not a subject matter of the consulting contract. A consulting project does not automatically include the detection of falsification of accounts and other irregularities.
As part of the project order, the scope of services shall be well defined. Extensions are not subject of the contract; in the case of extension, a separate order is generally required. If despite this, a project expansion takes place or an additional project is carried out and this is not agreed in a written form (for whatever reason), we are entitled to charge the additional fees, and for this apply either the agreed time-based fees of the main project or in case of an agreed flat rate the guidelines of the local professional association of management consultants.
In case of consulting projects, we are entitled, if agreed time schedules are not met from your side, or if agreed internal contributions are not done from your company or if doubts about your creditworthiness occur (e.g., delayed payment; low rating by a local credit rating agency) to put “temporary” bills and to interrupt the project. If an agency rating drops after the order but before the beginning of the project to a rating with defined relevant default risk, we are entitled to demand from you an advance payment of 30 % of estimated project costs that should be paid by you promptly. Then, if services of about 20 % of estimated project work are performed, you pay the next 20% in advance, etc. If it comes to delays because of your default, the other payments are due at a time they would be if the project was planned and run under normal conditions. If it is a project with a success guarantee, then you can ask us for a bank guarantee in the size of all advance payments, but it will be on your own expense.
If these advance payments or bills are not paid immediately, the cancellation regulations will come into force as described below, and with unfinished projects, the guidelines of the regional professional association of management consultants can be used. Our company has the right to continue services only if all open fees are paid. A complaint concerning the work of our company does not entitle your company to withhold payment.
Delays at consulting or training projects: If the customer delays the start of a consulting or training project, we are entitled to charge 20 % of the agreed consulting fees six months after the date of the contract, at least three consulting/training days as a deposit. If the delay continues, we are entitled to charge the full fee (flat fee or fee for planned project time), one year plus planned project time after receiving the order. Should it be impossible for our company to provide the agreed services, or should you reject our performance (=cancellation), so our company can charge the full agreed fee (lump sum or fees for planned time allocation) immediately regardless of whether some of our own expenses can be saved or not. These rules apply regardless of whether the project has already begun, and regardless of the cancellation provisions that are in place for individual days. If an order is placed under the condition that a public agency approves to grant public funds, then the customer has the obligation to participate in the filing procedure properly. If such involvement does not happen, we shall be treated as if the condition occurred, and the project was cancelled by the customer.
Consulting is a service where the success is heavily dependent on the involvement of the customer in respect to time and content. To meet the agreed framework, the following conditions should be met by the customer:
You inform the employees or the participants of trainings and optionally members of the union before the start of the consulting project in motivating way about goals, deadlines, and organizational procedures. In addition, you instruct the employees to give to the consultant in a timely manner all necessary information truthfully and completely.
The relationship of trust between the customer and our company requires that our consultants are fully informed about prior and ongoing consultations – including those in other areas. On demand, the customer will show us previous consulting reports.
The consultant and/or the training manager receives all necessary support for the preparation and implementation of all agreed and necessary activities, in order to assure project success. The customer is obliged to create the organizational conditions that allow an undisturbed and rapid progress of the project work. In this context, the active participation by the customer is agreed.
At projects like ISO 9000 in the event of a success fee it is agreed that our consultants contribute to the methodological know-how and that this methodology will be applied in your company. Unless otherwise agreed, the layout and visual design of documents corresponds of our policy. This applies to the content structure of a management system as well as to the selection of the procedures for implementing the requirements of the underlying standards. Expenses for the design or redesign of graphics that is not necessary for the attainment of the certification shall be charged by us additionally. In particular, your employees shall not waive an activity arbitrarily that seems necessary to our consultant for obtaining of success (e.g., certification). When our consultant has completed and checked the documentation, your company is required to check and sign them in time, to distribute them according to the specifications of our consultant and to send a copy to the certification authority. With management systems that are audited by a certification authority, if a contingency basis is agreed, success fees will be charged at the time the certification body confirms the certification. Should a more general term (e.g., “at certification”) be used in correspondence, then this is the date agreed, not the date of issue of the official certificate, which takes place a few weeks later.
Involvement of management: in some phases of the project, the agreed success can only be achieved if the top management is present and actively supports the project, where this has been agreed, or where it is necessary in the opinion of consultant. Only in such a way it is possible to ensure that the project runs according to the desired course. This point is a prerequisite in order to meet the proposed budget or the agreed lump sum fees.
The customer shall ensure that the consultant receives all documents and information necessary for the execution and completion of the consulting project without special request timely and that he is informed about all the events and circumstances that are relevant to the execution of the order. This also applies to all documents, events and circumstances which become known during the consultant project. Zugimpex must assume that the documents submitted, information provided, and instructions given are correct, well organized, and complete. In the case of late, bad organized or incomplete delivery of documents or in case the documents are not delivered in the agreed form, the customer must accept the additional costs and eventual damages.
Dealing with resistance and conflicts: management must support the fact that the employees are facing the project in a positive or at least in a neutral way. Through the active participation of management, it is avoided that resistance, misinformation or hiding of information are hindering the progress of the project. In particular, resistance has to be taken into account, where the codification of tasks and responsibilities cuts into existing competences. If, the consulting project needs more time because of incorrect or missing information, we are allowed to charge fees in addition to the agreed budget.
Timetable: at the start of the consulting project a rough plan is created for the total project plus a detailed plan and a precise timetable for the next steps. The company shall ensure that the personnel that is required is present at the scheduled times and does not have to focus on other tasks. If it is agreed that on part of the company activities are carried out as analysis, recording or implementation, they must be completed at the agreed time. The same applies to the preparation of documents. If a consultant visits the company as agreed for a follow-up activity and if he cannot continue his activity, because the people or the required documents are not available, he will try to use the time to perform other activities associated with the project. However, if additional time is required because of non-compliance on customer behalf, this will be billed to the customers with an additional hourly rate based on the recommendations of the local professional organization of business consultants. If no other activities can reasonably be carried out, the consultant is entitled to charge the entire free time. On the request of the customer, the consultant in this case will try to use the time as meaningful as possible. Consulting reports are created only if this is agreed in the contract or requested by a public funding agency. Otherwise, it is assumed that our customer is writing down the outcome by himself in the context of meetings.
The customer is obliged to ensure that the documents created during the consulting contract are only used for the purposes defined in the order. In particular, the disclosure of professional statements (reports, calculations, analysis, organization charts, programs, etc.) of our consultants to third parties needs the written consent of the management of our company. However, this never justifies a liability of our company to a third party in any case. Similarly, the use of professional statements of our company for advertising purposes, in dealing with customers or in dealings with suppliers, creditors and potential creditors is not permitted.
If agreed deadlines are not met by your company, we try to use the dates otherwise. If successfully, there are no fees, and a new appointment is made. If not successful, we will charge you the agreed fee. If it concerns consulting projects in which a package was agreed, this is at least a daily rate according to the guidelines of the professional organization, plus accrued and/or paid travel expenses. In open training cancellation fee is 50% between 6 weeks and 3 weeks before the start, then 100 %, and for once already shifted dates 100 %. For cancellations of entire projects or parts of projects there are provisions in point 8 (see above).
If a success fee is agreed at the consulting project (e.g., in preparation for ISO 9000), it is agreed that the company will implement the directives the consultant transmits in a written form and releases documents of our consultant promptly (for example to an auditor of quality management). If this is not done and this is the reason why certification is not possible or why the success has not occurred (e.g., an audit cannot take place, or a certificate shall not be granted because the documents are not released) we are still entitled to charge the full fee.
Disclaimer in projects with public subsidies: if there is the possibility of a subsidy calculated or shown in our offer, we are glad to inform you, however, do not take over any responsibility that you receive the grant if there is no explicit guarantee in writing in the contract.
For orders in a series, it is agreed expressly that you notify us in the case of negative feedback from your company immediately so that we may act as deemed. Dissatisfaction with one part of the order does not entitle you to cancel the following parts.
For trainings, our customer organizes the location and pays the costs directly. He has to make sure that there are presentation elements, sufficient stationery and drinks for the participants.
For workshops or trainings, a complete closed atmosphere is necessary; participants should not leave the room, make calls, or be taken out of the training.
If management takes part in events, the consultant or trainer must be informed in advance whether the manager will participate in various exercises. In any case, it must be ensured that the trainer and the participants are not prevented to achieve the training objectives by dominant behavior of management. The management commits himself as a participant to discuss differing opinions regarding training content and methodological approach with the trainer exclusively in private and not to criticize him in front of the group.
If agreed training days must be changed from us to another time or location for compelling reasons, we will inform you about this immediately. If possible, another trainer of our company takes over the tasks. Further claims of any kind are excluded.
For open seminars, the application is deemed binding if the sent order confirmation within 3 days is not contradicted

89. Videos, website and content production

Zugimpex will provide the Customer with interim versions of the deliverables, such as video drafts, for the Customer’s review and approval. The Customer agrees to review these interim versions promptly and provide feedback within the timeframe specified by Zugimpex. Failure to provide timely feedback may result in delays and additional fees.
The Customer agrees to adhere to the agreed-upon project timetable and milestones. Delays caused by the Customer’s failure to provide content, feedback, or other necessary information may result in additional fees and an extension of the project timeline.
The Customer is responsible for obtaining all necessary permissions and licenses for any third-party content, such as stock images or videos, that is to be included in the deliverables. Zugimpex shall not be liable for any claims or damages arising from the use of such third-party content.
The Customer is responsible for ensuring that the content and use of the deliverables comply with all applicable laws, regulations, and industry standards, including but not limited to those related to privacy, data protection, and intellectual property. The Customer agrees to indemnify and hold Zugimpex harmless from any and all claims, damages, or expenses (including reasonable attorneys’ fees) arising from the Customer’s breach of these terms or the Customer’s use of the deliverables, including the use of any third-party contents.
Zugimpex may use Artificial Intelligence (AI) and Machine Learning (ML) technologies in the course of providing its services
The Customer acknowledges and agrees that AI and ML technologies are continuously evolving, and while Zugimpex endeavours to use them to enhance service quality, certain outputs may require human oversight, review, or interpretation. Zugimpex will make reasonable efforts to ensure the accuracy and reliability of AI/ML-generated outcomes.