Terms and Conditions
# General Terms and Conditions for Business Owners
§ 1 Scope and Contracting Parties
(1) These General Terms and Conditions (hereinafter "GTC") apply to all agreements between 1017 Research GmbH (hereinafter "Grunwald AI" or "we") and business owners (hereinafter "Owner") who use our platform and services in connection with the preparation and management of a business sale.
(2) "Owner" within the meaning of these GTC means any natural or legal person who creates an owner profile with Grunwald AI in order to sell their business or business interests and to have the sale process supported by Grunwald AI.
(3) Terms and conditions of the Owner that conflict with or deviate from these GTC are only recognised if we have expressly agreed to their applicability in writing.
§ 2 Scope of Services
(1) Grunwald AI provides Owners with a digital platform through which they can create an owner profile, store information about their business, and view potential buyers and a business valuation.
(2) Following profile creation, Grunwald AI supports the sale process. This includes in particular:
- Initial consultation and recording of the key details of the business for sale
- AI-assisted analysis and preparation of the stored business information
- Identification and approach of potential buyers within our network
- Further services as agreed
(3) Grunwald AI provides its services as an intermediary and process facilitator. We are neither legal nor tax advisers. The Owner is responsible for engaging their own specialist advisers for legal and tax matters.
(4) No specific brokerage success (conclusion of a purchase agreement) is owed.
**(5) Use of the platform and the brokerage services is generally free of charge for the Owner. The success fee is borne by the buyer; details are governed by § 7.**
§ 3 Registration and Profile Setup
(1) Use of our services requires complete and truthful registration on our platform. The Owner undertakes to keep all requested mandatory information correct, complete, and up to date.
(2) The Owner is obliged to keep their login credentials confidential and to protect them from access by third parties. Grunwald AI must be notified immediately if unauthorised use is suspected.
(3) Upon commencement of the sale process, the Owner warrants that they are legally authorised to sell the registered business or business interests, or that the authorisation of the entitled persons exists.
§ 4 Mandate Agreement
(1) The conclusion of a separate mandate agreement is optional and only takes place if expressly desired by both parties — in particular for more complex transactions or an extended scope of services. Otherwise, these GTC serve as the sole contractual basis.
(2) Where a mandate agreement is concluded, it specifies the scope of services, the remuneration, and any deviating provisions from these GTC. Individual arrangements in the mandate agreement take precedence over these GTC.
(3) Grunwald AI is entitled to refuse the conclusion of a mandate agreement without giving reasons.
(4) Without a separate mandate agreement, active processing of the sale mandate begins upon written order confirmation by Grunwald AI.
§ 5 Owner's Cooperation
(1) An obligation to cooperate or to provide documents only arises once the Owner actively enters the sale process — i.e. upon order confirmation by Grunwald AI or, where applicable, upon conclusion of a mandate agreement. Registration on the platform does not yet give rise to any cooperation obligations.
(2) After commencement of the sale process, a successful business sale requires the Owner's active cooperation. Grunwald AI depends on the provision of relevant information and documents in order to support the process as effectively as possible.
(3) The Owner shall provide Grunwald AI with the documents required for the sale process completely and in a timely manner, to the extent possible. These typically include:
- Annual financial statements for the most recent financial years
- Current management accounts (BWA)
- Key information on the corporate structure and shareholders
- Details of employees, customers, and suppliers, where available
(4) The Owner endeavours to keep the information they provide complete and accurate to the best of their knowledge. If material inaccuracies or changes arise, the Owner shall notify Grunwald AI promptly.
(5) The Owner will, where possible, actively involve Grunwald AI in the brokerage process and adhere to agreed appointments. Delays originating from the Owner's sphere are not the responsibility of Grunwald AI.
(6) The precise scope of cooperation shall be agreed jointly and, where a mandate agreement is concluded, shall be governed therein.
§ 6 Confidentiality and Data Disclosure
(1) Grunwald AI treats all information submitted by the Owner as confidential and only discloses it to potential buyers with the Owner's prior express consent.
(2) The disclosure of information to potential buyers is generally made on the basis of non-disclosure agreements (NDAs), which Grunwald AI concludes or brokers on behalf of the Owner, unless otherwise agreed with the Owner.
(3) The Owner in turn undertakes to treat all information about potential buyers received in the course of the brokerage process as confidential and not to use it for other purposes.
(4) These confidentiality obligations continue beyond the end of the contractual relationship for a period of two years.
(5) A confidentiality obligation on the part of Grunwald AI only arises where the Owner provides correct and complete information in the course of use, including plausible and comprehensible estimates for forward-looking metrics (forecasts), uses a personal and uniquely attributable business email address, and demonstrably acts as managing director, member of senior management (C-level), or (co-)owner of the business in question. If these conditions are not cumulatively met or if intentionally false or misleading information is provided, the confidentiality obligation shall lapse.
§ 7 Remuneration and Payment Terms
(1) The remuneration for Grunwald AI's services in connection with the business sale is governed by the individually agreed remuneration structure.
(2) The success fee in the event of a successful brokerage is generally borne by the buyer. This is governed in a separate agreement with the buyer. The Owner is accordingly exempt from paying the success fee unless a deviating individual arrangement has been made.
(3) Deviating remuneration arrangements are possible, in particular where Grunwald AI provides the Owner with additional advisory services (e.g. preparation of sales documents, strategic advice, due diligence support). Such arrangements are individually recorded in writing and take precedence over these GTC.
(4) The success fee becomes due once a notarially certified or otherwise legally binding purchase agreement for the business or business interests has been concluded. The agreed enterprise value serves as the basis of assessment.
(5) All prices are stated exclusive of applicable VAT.
(6) Invoices are due for payment within 14 days of receipt without deduction. Statutory default interest applies in the event of late payment.
(7) Set-off against counterclaims is only permissible if such claims are undisputed or have been established by a final court judgment.
§ 8 Contact Restrictions
(1) In the course of the active brokerage process, the Owner undertakes to approach and contact potential buyers with whom no contact existed prior to commencement of the mandate relationship exclusively through Grunwald AI. Direct contact with such buyers outside the process supported by Grunwald AI is not permitted during the term of the mandate agreement.
(2) Exempt from this rule are contacts that the Owner can demonstrably show were known to them prior to conclusion of the mandate agreement or with whom a business relationship existed (hereinafter "existing contacts"). The Owner is obliged to notify Grunwald AI of such existing contacts in writing at the outset of the mandate.
(3) If an existing contact is independently identified and approached by Grunwald AI during the term of the mandate, that contact shall be deemed introduced by Grunwald AI from that point in time, unless the Owner had previously notified them in accordance with paragraph (2).
(4) This provision serves to protect an orderly sale process and safeguard the interests of all parties. Violations may give rise to claims for damages.
§ 9 Term and Termination
(1) The contractual relationship commences upon written order confirmation and a mandate agreement by Grunwald AI.
(2) The agreement has a minimum term as specified in the individual engagement. After expiry of the minimum term, it is automatically extended by one further month at a time unless terminated by either party with four weeks' notice to the end of a calendar month.
(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists for Grunwald AI in particular where the Owner has provided false information, materially breached obligations under these GTC, or failed to make payments despite a formal reminder.
(4) All terminations must be made in text form (email is sufficient).
(5) Upon termination of the contractual relationship, the entitlement to a success fee shall remain if a purchase agreement is concluded within 24 months after the end of the contract with a buyer who was contacted or named by Grunwald AI during the term of the agreement (tail provision).
§ 10 Liability
(1) Grunwald AI is liable without limitation for damages arising from injury to life, body, or health, and for damages caused by intent or gross negligence.
(2) In cases of slight negligence, Grunwald AI is only liable for breach of a material contractual obligation (cardinal obligation). In such cases, liability is limited to the typically foreseeable damage.
(3) Any further liability is excluded. In particular, Grunwald AI is not liable for whether a business sale actually comes about or a specific purchase price is achieved.
(4) The foregoing limitations of liability also apply for the benefit of Grunwald AI's employees and vicarious agents.
§ 11 Data Protection
(1) The processing of personal data in connection with use of our platform is carried out in accordance with our Privacy Policy, available at grunwald.ai/privacy-policy.
(2) To the extent that Grunwald AI processes personal data of third parties on behalf of the Owner, the parties shall enter into the required data processing agreements in accordance with Art. 28 GDPR.
§ 12 Amendments to the GTC
(1) Grunwald AI reserves the right to amend these GTC with effect for the future.
(2) Amendments will be communicated to the Owner by email to the registered address. The amended GTC are deemed accepted if the Owner does not object in writing within four weeks of receipt of the notification.
(3) The right to object and the consequences of silence will be specifically indicated in the amendment notification.
§ 13 Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) Where these GTC are translated into another language, the translation serves for information purposes only. In the event of discrepancies or differences in interpretation between the German version and a translation, the German version shall be authoritative.
(3) Place of performance and exclusive place of jurisdiction for all disputes arising from this agreement is the registered seat of Grunwald AI, provided the Owner is a merchant or has no general place of jurisdiction in Germany.
(4) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.
(5) Collateral agreements, amendments, and supplements to these GTC require text form.