Parties and Scope

1.1 The service provider

These Terms are issued by ExValu, operated by Karl zu Ortenburg, Gstaller Weg 36, 82166 Grafelfing, Federal Republic of Germany. Contact: [email protected]. References to "ExValu", "we", "us", or "our" throughout these Terms refer to this entity.

1.2 The client

"You", "your", or "Client" means the individual or legal entity that engages ExValu under these Terms. By engaging our services you represent that you have the legal authority to enter into a binding agreement on behalf of yourself or your organisation.

1.3 Scope

These Terms apply to all services ExValu provides, including but not limited to: the Exit Readiness Program, the AI Voice Receptionist service (Ava), email automation and nurture sequence implementation, advisory and diagnostic services, and any other consulting or implementation work. These Terms are supplemented by individual engagement proposals, Statements of Work, and our Data Processing Agreement, all of which form part of the overall agreement.

1.4 Definitions

Services Description

2.1 Nature of services

ExValu provides strategic consulting and AI implementation services to SME founders and owners preparing their businesses for exit. Services are advisory, operational, and technical in nature. ExValu does not provide legal, financial, tax, regulatory, or M&A advisory services, and nothing in our work constitutes such advice. Clients should engage qualified professionals for those purposes.

2.2 Valuation outcomes

ExValu's work is designed to improve operational independence, EBITDA quality, and the documented systems a buyer examines in due diligence. Valuation figures, EBITDA multiples, and exit projections referenced in ExValu materials are illustrative, based on market research and general patterns. They do not constitute financial or investment advice. Actual outcomes depend on your business circumstances, market conditions, sector, execution quality, and buyer behaviour - all of which are outside ExValu's control.

2.3 AI systems and automation

Where services include the design, configuration, or deployment of AI-powered systems, ExValu builds systems that assist human decision-making and do not replace human judgment for consequential decisions. Human oversight is embedded by design, consistent with EU AI Act requirements and GDPR Article 22. Client is responsible for reviewing and approving all AI-generated outputs before operational use.

2.4 Website and informational content

The ExValu website and all published content, calculators, guides, and materials are provided for informational purposes. ExValu makes reasonable efforts to keep information current and accurate, but does not warrant that all content is complete, error-free, or current at any given time.

Engagement and Payment

3.1 How engagements begin

An engagement begins when both parties have agreed on scope and fees through a written engagement proposal or Statement of Work, and the Client has made the first milestone payment or signed an agreement. A booking call or discovery call does not in itself constitute an engagement.

3.2 Pricing

ExValu's primary program pricing is structured as a percentage of the Client's annual EBITDA, with a fixed cap, payable in monthly milestone-based installments. Specific fees are set out in the engagement proposal. All fees are exclusive of VAT where applicable. ExValu reserves the right to revise pricing prior to the commencement of a new engagement. Fees for an agreed and commenced engagement will not change without written agreement from both parties.

3.3 Payment terms

Invoices are issued at the start of each monthly milestone period. Payment is due within 14 days of the invoice date. Late payment may result in suspension of services after 7 days written notice. ExValu reserves the right to charge statutory interest on overdue amounts in accordance with German law (BGB §288).

3.4 Scope changes

Where the Client requests services materially beyond the agreed scope, ExValu will provide a written amendment to the engagement proposal with revised fees. Work on the amended scope will not begin until written agreement is received. Minor adjustments within the spirit of the original scope will be handled at ExValu's discretion without additional charge.

3.5 Taxes

Client is responsible for all applicable taxes, duties, and levies arising from the engagement in their jurisdiction. Where ExValu is required to charge VAT (MwSt), this will be added to invoices at the applicable rate. B2B clients within the EU with a valid VAT registration number may be eligible for reverse charge treatment; this should be confirmed before the first invoice is issued.

Obligations of Both Parties

4.1 Client obligations

To enable ExValu to deliver the services effectively, Client agrees to:

• Provide accurate, complete, and current information about the business as reasonably required
• Make designated personnel available for knowledge capture sessions, reviews, and approvals within agreed timeframes
• Review and approve or provide feedback on deliverables within 7 business days of submission
• Provide timely access to systems, platforms, and data necessary for implementation
• Designate a named point of contact with sufficient authority to make operational decisions during the engagement
• Ensure that Client Materials provided to ExValu do not infringe third-party rights and comply with applicable laws including GDPR

ExValu's ability to meet delivery timelines is contingent on timely Client cooperation. Delays caused by Client unavailability, late approvals, or failure to provide required information will not constitute a breach by ExValu and may result in timeline adjustments.

4.2 ExValu obligations

ExValu agrees to:

• Provide the services described in the engagement proposal with reasonable skill, care, and diligence
• Assign suitably qualified personnel to the engagement
• Keep Client Confidential Information secure and use it solely for the purpose of delivering the agreed services
• Process personal data only in accordance with the DPA and applicable data protection law
• Deliver all Deliverables in a format that is documented, auditable, and transferable to the Client
• Maintain professional indemnity insurance at a level appropriate to the scope of work

4.3 Performance commitment

Where specific operational KPIs are agreed in the engagement proposal (such as owner absence capability milestones or EBITDA improvement targets), ExValu commits to continuing work without additional charge until those KPIs are demonstrably achieved, provided that the Client has fulfilled their obligations under Section 4.1. If ExValu cannot demonstrate a clear path to the agreed KPIs within 90 days of engagement commencement, either party may terminate under Section 8 without penalty.

4.4 Confidentiality

Both parties agree to keep Confidential Information strictly confidential, not to disclose it to third parties without prior written consent, and to use it only for the purposes of the engagement. This obligation survives termination of the Agreement for a period of 3 years. Confidential Information does not include information that is publicly available, was already known to the receiving party, or is required to be disclosed by law.

Intellectual Property

5.1 ExValu methodology and tools

ExValu's proprietary methodology, frameworks, templates, and tools (including the Knowledge Transfer System, Expert Voice methodology, and Shadow AI approach) remain the exclusive intellectual property of ExValu. These may be used by ExValu in delivering services to multiple clients. Client does not acquire any ownership rights in ExValu's underlying methodology, tools, or proprietary processes by virtue of engaging ExValu.

5.2 Client ownership of Deliverables

Upon full payment of all fees due, all Deliverables produced specifically for the Client's engagement - including SOP libraries, decision matrices, process documentation, Company Brain configurations, CRM workflow setups, and the Exit Readiness Dossier - are owned by the Client. ExValu retains no ongoing rights to Client-specific Deliverables after the engagement closes, except as needed to provide ongoing support if separately agreed.

5.3 Client Materials

All Client Materials (knowledge, data, processes, recordings, and information provided by Client) remain the property of the Client at all times. ExValu operates as a data processor in relation to personal data within Client Materials, under the terms of the DPA.

5.4 Feedback

Where Client provides feedback, suggestions, or ideas regarding ExValu's services or methodology, Client grants ExValu a non-exclusive, perpetual, royalty-free licence to use such feedback to improve its services. ExValu will not identify Client by name in any public use of feedback without prior written consent.

5.5 ExValu website and published content

The ExValu website, its design, text, calculators, guides, and published content are protected by copyright and remain the exclusive property of ExValu. You may not reproduce, redistribute, or use ExValu content for commercial purposes without written permission.

Data Protection and Privacy

6.1 Data Processing Agreement

Where ExValu processes personal data on behalf of the Client in the course of delivering services, this is governed by a separate Data Processing Agreement (DPA) available at exvalu.com/dpa. The DPA forms part of the overall agreement and satisfies the requirements of GDPR Article 28. Both parties must sign the DPA before any personal data is processed by ExValu on the Client's behalf.

6.2 ExValu as data controller

ExValu processes personal data relating to Client contacts (name, email, phone, company) as a data controller for the purposes of managing the engagement, invoicing, and communications. This processing is governed by ExValu's Privacy Policy at exvalu.com/privacy-policy.

6.3 Recording and documentation

Knowledge capture sessions may involve audio or video recording of the Client's personnel. All recordings are conducted with the knowledge and consent of participants, stored in access-controlled environments, and are the property of the Client. ExValu deletes recordings from its own systems upon engagement close or at Client request. Recordings involving third parties (employees, clients) require the Client to obtain appropriate consent prior to the session, consistent with applicable employment law and GDPR.

6.4 GDPR compliance in deliverables

All email sequences, CRM automations, and communication systems built by ExValu are configured with GDPR compliance as a default, including correct lawful basis documentation, consent mechanisms, unsubscribe functionality, and appropriate data retention settings. The Client remains the data controller for their business's data and is responsible for ensuring ongoing compliance after the engagement closes.

Liability

7.1 Limitation of liability

To the maximum extent permitted by applicable German law (BGB), ExValu's total liability to Client for all claims arising out of or in connection with the Agreement - whether in contract, tort, or otherwise - is limited to the total fees paid by Client to ExValu in the 12 months immediately preceding the event giving rise to the claim.

7.2 Excluded losses

Subject to Section 7.1 and to the mandatory provisions of German law, ExValu is not liable for: loss of profits; loss of revenue; loss of anticipated savings; loss of business opportunity; loss of goodwill; indirect or consequential losses; or losses arising from events outside ExValu's reasonable control. This exclusion applies even if ExValu was advised of the possibility of such losses.

7.3 Third-party services and platforms

Where ExValu configures or implements third-party platforms (including GoHighLevel, Synthesia, Apollo, Clay, and others) as part of the services, ExValu is not responsible for the availability, performance, pricing changes, or discontinuation of those platforms. Client is responsible for maintaining their own subscriptions to third-party platforms required to operate Deliverables after the engagement closes.

7.4 Exit outcomes

ExValu's services are designed to improve a business's operational readiness for exit. ExValu makes no warranty that any specific buyer will be found, that a specific transaction will complete, or that any specific valuation will be achieved. Market conditions, buyer behaviour, and factors beyond ExValu's control determine ultimate exit outcomes. ExValu's liability is limited to the quality and delivery of the operational Deliverables agreed in the engagement proposal.

7.5 Client reliance

Client is responsible for verifying the accuracy of all Deliverables before operational use and before presenting them to third parties including M&A advisors, buyers, or financial institutions. ExValu is not liable for consequences arising from Client's reliance on unverified Deliverables.

Cancellation and Termination

8.1 Cancellation by Client (B2B)

For B2B clients, either party may terminate the engagement by giving 30 days written notice. On cancellation, Client is liable for fees corresponding to all work completed and Deliverables produced up to the cancellation effective date. Milestone payments already made for uncompleted milestones will be refunded on a pro-rata basis for work not yet delivered at ExValu's reasonable assessment.

8.2 Termination for cause

Either party may terminate immediately by written notice if: the other party commits a material breach that is not remedied within 14 days of written notice; the other party becomes insolvent or enters any formal insolvency process; or the other party engages in fraudulent, unlawful, or grossly negligent conduct in connection with the Agreement. The right to terminate for cause under German law (BGB §314) cannot be excluded and is preserved in all circumstances.

8.3 Effect of termination

On termination for any reason: Client receives all Deliverables completed to date; ExValu deletes Client Materials from its own systems within 30 days (or transfers them to Client on request); all confidentiality obligations survive; and all payment obligations for work completed remain due.

8.4 Refund policy - B2B consulting services

For services already delivered, no refund applies. Where a milestone payment has been received for a milestone not yet commenced, ExValu will refund that payment in full within 14 days. Where a milestone is partially complete, ExValu will provide a reasonable assessment of the work completed and refund the proportionate undelivered portion.

EU Consumer Rights and Applicable Law

9.1 EU consumers

If you are a consumer within the EU, you benefit from any mandatory provisions of the law of the country in which you are resident that cannot be contractually excluded. These Terms do not seek to limit any rights you have under applicable mandatory consumer protection law.

9.2 Governing law

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of the Federal Republic of Germany, excluding its conflict of law rules. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

9.3 Jurisdiction

For disputes between ExValu and B2B clients, the exclusive place of jurisdiction is Munich, Germany, unless otherwise required by mandatory law. EU consumers may also bring proceedings in the courts of the EU member state in which they are habitually resident.

9.4 Dispute resolution

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute informally by written communication. If a dispute cannot be resolved within 30 days of written notice, either party may proceed to formal dispute resolution.

9.5 EU Online Dispute Resolution

The European Commission provides an Online Dispute Resolution (ODR) platform for consumer disputes at ec.europa.eu/consumers/odr. ExValu is not obligated to participate in alternative dispute resolution procedures for B2B clients, but may agree to do so at its discretion.

General Provisions

10.1 Entire agreement

These Terms, together with any signed engagement proposal, Statement of Work, DPA, and Privacy Policy, constitute the entire agreement between ExValu and Client regarding the subject matter herein and supersede all prior discussions, representations, and agreements.

10.2 Amendments

ExValu reserves the right to amend these Terms at any time. Material changes will be notified at least 30 days in advance via the ExValu website or by direct communication to active clients. Continued use of ExValu services after the effective date of revised Terms constitutes acceptance. If you do not accept revised Terms, you may terminate under Section 8.1.

10.3 Severability

If any provision of these Terms is found to be invalid, unenforceable, or void under applicable law (including BGB provisions on standard terms), that provision will be replaced by the most similar enforceable provision or, where no such provision exists, the applicable statutory rule. The invalidity of any single provision does not affect the validity of the remaining Terms.

10.4 Waiver

Failure by either party to enforce any provision of these Terms on any occasion does not constitute a waiver of that provision or of any future breach of it.

10.5 Assignment

Client may not assign or transfer any rights or obligations under these Terms without ExValu's prior written consent. ExValu may assign its rights and obligations to a successor entity in the event of a business restructuring, merger, or acquisition, provided that the successor entity assumes all obligations under the Agreement.

10.6 Force majeure

Neither party is in breach of the Agreement or liable for delays caused by circumstances beyond their reasonable control, including illness, natural disasters, government action, or infrastructure failures, provided the affected party gives prompt written notice and takes reasonable steps to mitigate the impact. If a force majeure event continues for more than 60 days, either party may terminate under Section 8.1 without penalty for the period of non-performance.

10.7 Language

These Terms may be made available in German translation. In the event of any conflict or inconsistency between the English and German versions, the English version prevails.

10.8 Notices

All formal notices under these Terms must be in writing and delivered by email (with read receipt or acknowledgement) or by registered post. Notices to ExValu should be sent to [email protected] or to the registered address below. Notices are effective on the date of confirmed receipt.

10.9 User accounts

Where ExValu provides access to any client portal or platform, you are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify ExValu immediately of any unauthorised access. You may not share account credentials with third parties without prior written consent.

10.10 Third-party links

The ExValu website may contain links to third-party websites. These links are provided for convenience only. ExValu has no control over and accepts no responsibility for the content, privacy practices, or terms of any third-party website. Accessing linked sites is at your own risk.