General Terms of Business (GTB)

Our general terms and conditions apply to the provision of services by Youbi-Consulting to a client based on an engagement letter to which these general terms and conditions are attached. We as the contracting party provide services as stated in the Engagement Letter. Service Agreement means the agreement consisting of the Engagement Letter and these General Terms and Conditions and any additional terms and conditions applicable to the Services ("Additional Terms").

Our responsibility

  • a) The Order Confirmation sets out the Services to be provided by us and the matters relating thereto and may differ from these GTB.
  • b) The services must be performed with reasonable skill and care.
  • c) The Engagement Team shall consist of the company named in the Engagement Letter.
  • d) While providing the Services, we may come into possession of confidential information about your business or affairs ("Confidential Information"). We will keep this Confidential Information confidential unless you or this clause allows us to do so. We adhere to international standards of confidentiality. We are authorized to comply with any requirements of Estonian law or other Estonian regulatory authorities that have authority over us and to disclose confidential information. Information relating to you, our relationship with you and the Services, including confidential information, may be shared internally by us. This clause does not apply if confidential information properly enters the public domain. This clause does not prohibit us from disclosing confidential information in confidence to our professional indemnity insurers or advisers. For the purposes of marketing, advertising or selling our services, we may wish to disclose that we have carried out work (including the Services) for you, in which case we may identify you by name and disclose only the general nature or category of that work (or the Services) and any details that have been properly released into the public domain.
  • e) We may provide written advice or confirm oral advice in writing or prepare a final written report or make a final oral presentation. We may also provide oral advice, draft or interim reports or presentations, but in these circumstances our written advice or final written report will prevail. You must not rely on a draft or interim report. If you wish to rely on any oral information, you must notify us and we will provide final written confirmation.
  • f) We are not obliged to update any oral or written advice, reports or other products of the Services for events occurring after the relevant advice, report or product has been issued in final form.
  • g) Any product of the Services in any form or medium is provided for your benefit and information only. Except as required by law or any applicable regulatory authority (in which case, unless prohibited by law, you must notify us in advance), you may not copy, reference or disclose it, in whole (except for your own internal purposes) or in part, without our prior written consent.
    • You may not quote our name or reproduce our logo in any form or media without our prior written consent. You may fully disclose all products of the Services to your legal advisors and other professional advisors when seeking advice in connection with the Services, provided that you inform them that (i) disclosure by them (other than for their own internal purposes or where they are required to do so) is not permitted without our prior written consent and that (ii) to the fullest extent permitted by law, we have no responsibility or liability to them in connection with the Services.
  • h) Die von uns abgegebenen Ratschläge, Meinungen, Erwartungen, Prognosen oder Empfehlungen stellen keine Garantie dafür dar, dass wir künftige Ereignisse oder Umstände bestimmt oder vorhergesagt haben.

    • Ownership

    We retain ownership of the copyright and all other intellectual property rights in the product of the Services, whether oral or tangible, and ownership of our working papers. You acquire ownership of all products of the Services in their tangible form upon payment of our fees. For the purpose of providing services to you or other clients, Youbi-Consulting are entitled to use, develop or share the knowledge, experience and skills of a general nature acquired in the provision of the services.

    Our Fees

    We will issue invoices in respect of the Services which will include fees, expenses and VAT thereon (if applicable) and any foreign taxes payable thereon or deductible therefrom ("Our Fees"). Details of our fees and any special payment terms will be set out in the Engagement Letter. Our fees are based on the nature and complexity of the services. Expenses include both direct costs and incidental costs. The costs charged by us may differ from previous estimates or cost estimates. In consideration of us providing the services, you are required to pay our fees (without right of set-off) upon presentation of our invoice or at such other time as may be specified in the engagement letter.

    General Terms

    We may charge interest on any outstanding balances at the statutory rate from time to time in force (this rate applying after as well as before any court award or judgement in our favour in respect of outstanding balances). If the Services Contract is terminated or suspended, we shall be entitled to payment for outlays incurred and to payment of fees for Services performed, plus VAT thereon (where appropriate). Our fees shall in this event be calculated by reference to our hourly rates at the time of performance of the Services.

    1. If there is more than one addressee of the engagement letter, you will all be individually and jointly liable as a group for payment of our fees in full unless the engagement letter provides otherwise.
    2. If we are requested by a court or regulatory authority in any proceedings or forum to which we are not a party but you are, or if we are requested by a parliamentary committee or body to provide information or produce documents relating in any way to the Services, you will pay our costs incurred in preparing and responding to such a request at our standard rates in force at the time of response, together with disbursements, including legal fees, and VAT thereon (if applicable).

    Your responsibilities

    If there is more than one of you, this clause applies to each of you separately and not collectively. Notwithstanding our duties and responsibilities in relation to the Services, you remain responsible and accountable for the management of your affairs, for deciding what to do after receiving a product from the Services, for implementing any advice or recommendations we give you and for realizing any benefits that require action on your part.

    If you require us to provide the Services or the nature of the Services is such that it is likely to be more efficient for us to provide the Services at your premises or using your computer systems or telephone networks, you will ensure that all necessary arrangements for access, security procedures, virus checks, facilities, licences or authorisations are in place (at no cost to us).

    Information

    To enable us to provide the Services, you shall promptly provide us with all information and assistance and grant us access to all documents in your possession, custody or control and to employees under your control if we so request. You will use your best endeavors to obtain such information if it is not in your possession, custody or control. You will notify us of any information or developments of which you become aware that may affect the Services. You are required to provide information in response to our requests (if any) that will enable us to comply with our legal obligation to provide information to the relevant authorities about money laundering and other criminal activity that we may encounter while providing the Services and such information may include confidential information.

    We may rely on instructions, requests or information provided to us orally or in writing by a person who we believe is authorised by you to communicate with us for these purposes. We may communicate with you by electronic mail if such person so requests, provided that in agreeing to such communication you accept the risks involved, that we may, to the extent permitted by law, intercept such communication to monitor it for internal compliance or other legal purposes, and that you must carry out a virus check.

    We may, at your request, send documents to an electronic storage facility hosted or controlled by you or at your direction, in which case you are responsible for the security and confidentiality of any such facility. 17 We may receive information from you or other sources while providing the Services. To the extent permitted by law, we will not be liable to you for any loss or damage suffered by you as a result of any fraud, misrepresentation, withholding of information that is material or relevant to the Services or required by us, or any other failure to provide such information, whether from you or from other sources, unless such fraud, misrepresentation, withholding of information or other failure is obvious to us without further investigation.

    Knowledge and conflicts

    'Barriers' are understood to mean protective measures intended to facilitate the protection of the interests of each individual client and may include, for example: separate teams, their physical and operational separation and/or access controls to data, computer servers and electronic mail systems. 19. the engagement team is not required, expected or assumed to have knowledge of information that is known to other Youbi Consulting persons and that is not known to the engagement team.

    General Terms

    The Engagement Team is not obliged to use or disclose to you any information that is confidential to another client, whether known to them personally or to other Youbi Consulting Persons. 21 Youbi Consulting Persons may provide services to one or more other parties whose interests compete or conflict with yours (a ‘Conflicted Party’ or ‘Conflicted Parties’), or be approached by them to provide services to them.

    Youbi-Consulting-persons shall be free to provide services to parties to the conflict, except that in cases where the interests of the party to the dispute are specifically and directly in conflict with your interests in relation to the subject matter of the services, the engagement team will not provide services to the party to the conflict; and other Youbi-Consulting persons may only provide services to the party to the conflict if appropriate barriers have been erected. The effective functioning of such barriers is sufficient steps to avoid any real risk of breach of our duty of confidentiality to you.

    We will endeavour to identify parties to a dispute in the circumstances set out in clause 22. If you know or become aware that a Youbi Consulting person is advising or intends to advise such a party to the conflict, you must inform us immediately. If a party has engaged us to provide services before you have done so, and circumstances subsequently change, we can assume that your interests are likely to be affected, even if barriers are in place, and we may not be satisfied that the situation can be resolved. In this case, we may have to terminate the service contract, and we are entitled to do so with a notice that will take effect immediately upon delivery, but we will consult you before taking this step.

    The Service Contract

    The Service Agreement sets forth the entire agreement and understanding between you and us in connection with the Services. Without renouncing Youbi-Consulting’s responsibilities for other services that it is obligated to perform on terms separately agreed in writing, the Service Agreement shall relieve you and Youbi-Consulting of any liability (if any) otherwise incurred for any prior agreements, understandings, arrangements, representations or representations (unless fraudulently made) relating to facts or matters relating to you or Youbi-Consulting or the services.

    Any modification or variation of the Service Agreement must be in writing and signed by each of us. In the event of any inconsistency between the Engagement Letter and other elements of the Service Agreement, the Engagement Letter shall prevail. In the event of any conflict between these Terms and Conditions and the applicable Additional Terms, the Additional Terms shall prevail.

    Third party rights

    Except in cases where the service contract confers advantages on Youbi-Consulting persons who are not parties to the service contract, no one has the right under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of the service contract. We and you may terminate or modify the Service Agreement without the consent of another person. Other beneficiaries (if any) acquire rights under the service contract by signing the engagement letter by the addressee on their behalf. Circumstances beyond your or our control Neither we nor you will be in breach of our contractual obligations or assume any liability to the other if we or you are unable to comply with the Service Agreement for reasons beyond our or your control. In the event of such an event affecting one of us, it is obliged to notify the other as soon as possible, who has the option of suspending or terminating the operation of the service contract with immediate effect after delivery. Waiver, Assignment and Subcontractors.

    The failure to exercise or enforce any rights shall not constitute a waiver of those rights. 29. No one has the right to assign the benefit (or burden) of the service contract to another party. 30. Subject to clauses 4 and 39, we have the right to appoint subcontractors to assist us in providing the Services, but if such subcontractors are not Youbi-Consulting persons, we will consult you beforehand.

    If we appoint subcontractors in accordance with this clause, we may disclose confidential information to them, and for all purposes related to the Service Agreement, we will take responsibility for their activities that are part of the Services. Limitations of our liability

    Our liability in connection with the Service Agreement and the Services is limited in accordance with this clause. In the particular circumstances of the Services set out in the Engagement Letter, the aggregate liability of all Youbi-Consultant Persons to you and any other beneficiary, arising in contract or tort, or under statute or otherwise, for any loss or damage incurred by you (or any such other party) arising out of or in connection with the Services or the Service Agreement. Regardless of how the loss or damage is caused, including if caused by our negligence, but not if caused by our fraud or other willful breach of duty, the General Terms and Conditions are limited to the amount specified in the Order Letter.

    If there is more than one beneficiary of the Services ("Beneficiary"), the limitation of liability for each beneficiary of these shall be divided among them. No beneficiary shall contest or challenge the validity, enforceability or application on the grounds that no such apportionment has been agreed or that the agreed portion of the limitation amount allocated to a beneficiary is unreasonably low. In this clause, the term "beneficiary" includes you and other beneficiaries.

    Subject to the aggregate limitation of our liability, our liability shall be limited in its entirety to that part of the total damage, after consideration of contributory negligence (if any), which is just and equitable taking into account the handling of our responsibility for the loss or damage in question. and the extent of responsibility of another person who is also responsible or potentially responsible ("other person").

    The calculation of the proportionate share of our liability does not take into account any aspect that affects the ability to claim damages from another person, including the fact that the other person no longer exists, is no longer liable, has an agreed limitation of liability or is without means or is otherwise unable to pay, and the responsibility attributable to any other person, whether or not he or she appears before the competent court as a party to the proceedings or as a witness, shall be fully taken into account.

    We accept the benefits of the limitations on our own behalf and thereby grant benefits to all Youbi-Consulting persons involved in the provision of the Services. Any part of the Service Agreement that may exclude or limit our liability in any way shall not apply beyond the extent permitted by law. This clause applies to claims arising out of or under the contract for the provision of services.

    You and any other Beneficiaries shall not bring any claim against any Youbi-Consultant Person or any other person other than the Youbi-Consulting Contracting Party in respect of any loss or damage suffered by you or any other Beneficiaries arising out of or in connection with the Services. This limitation shall not be deemed to limit or exclude Youbi-Consulting's liability for the acts or omissions of any person involved in the provision of the Services.

    Any claim by you or any other beneficiary in respect of any loss or damage arising out of, arising out of or in connection with the Service Agreement, whether in contract or tort or by law or otherwise, must be made at:

    All rights are reserved if services have been provided, within four years from the date of the activity giving rise to the claim - if the service contract has been terminated, within four years of the date of termination (subject to the bullet point above) - if the claim relates to our unauthorized disclosure of confidential information, within four years from the date, on which the unauthorized disclosure occurred, and in each such case, this will be the date on which the earliest cause of action (whether in contract or tort, or by statute or otherwise) is deemed to have arisen with respect to the claim in question.

    If you breach any of your obligations under the Service Agreement and a claim is brought or threatened against us by a third party, you shall indemnify us and protect us against any loss, damage, cost or liability incurred by us arising out of or in connection with such breach and claim. If you make a payment under this clause, you may not at any time demand a recovery of such payment from us. In this clause, "us" includes all Youbi-Consultant individuals and "you" other beneficiaries.

    Termination

    Each of us can terminate the Services Contract or suspend its operation by giving 30 days’ prior notice in writing to the other at any time. Termination or suspension under this clause shall not affect any rights that may have accrued for either of us before termination or suspension and all sums due to us shall become payable in full when termination or suspension takes effect.

    Data protection

    We will only act on your instructions (which have been given for such purposes). We may also process or have processed personal data to support the maintenance of quality standards and the Terms and Conditions in our work, or to facilitate the administration of our business or to support our infrastructure.

    We will not outsource the processing of personal data to Youbi-Consulting individuals or other parties who are required to take equivalent measures when processing personal data without your prior written consent.

    Notices

    Any notice under the Service Agreement must be in writing and delivered to our respective addresses set forth in the Order Letter. Date of abandonment.

    Severability

    Each clause or provision of the service contract constitutes a separate and independent provision. If any provision of the Service Agreement is found to be void or unenforceable by a court or competent authority, the remaining provisions shall remain in full force and effect.

    Capacity

    You agree and accept the terms of the Service Agreement on your own behalf and as a representative for other beneficiaries. They must ensure that all other beneficiaries act as if they had each signed a copy of the order letter and agreed to be bound by the service contract.

    Law and Jurisdiction

    45. The Service Agreement shall be governed by Estonian law in all respects, and any disputes arising out of or arising out of the Service Agreement shall be subject to the exclusive jurisdiction of the Estonian courts. All rights reserved.

    Youbi-Consulting within the meaning of the Digital Services Act (DSA):

    c/o Moerfelder Landstrasse 116
    60598 Frankfurt
    Germany

    Mobile: (+49) 0174 39 87 428
    E-Mail: info@youbi-consulting.com
    Internet: www.youbi-consulting.com

    Company Registration Address:
    Estonia, Narva Mnt 5, Tallinn 10117

    Registration: e-Business Register
    Commercial Registration Number: 17159839
    VAT ID: EE102822827