General Terms and Conditions (GTC)

XQI Interim Partner GmbH (“XQI”) supports its clients (“Clients”) primarily by providing interim managers and, additionally, by arranging commercial and technical due diligence services.

Interim management services constitute the standard scope of XQI’s offerings. Other services are provided supplementarily and subject to the terms below, unless explicitly agreed otherwise.

A) Service Portfolio and Principles

1) Interim Management (Standard Case)

Interim management services under these GTC include the temporary provision of:

• Interim managers at the first and second leadership levels, and
• Project/program managers for business-critical (multi-)project and program management tasks (“Interim Managers”).

XQI is responsible for the careful selection, vetting, and contractual placement of suitable interim managers but does not guarantee any specific economic, operational, or financial success for the Client.

2) Commercial and Technical Due Diligence

Upon the Client’s request, XQI arranges qualified experts to perform commercial and/or technical due diligence. These services are provided either by independent third parties or cooperation partners. XQI’s obligation is limited to careful selection and placement.

3) Interim-to-Perm (Permanent Hire – Exceptional Case)

The permanent hiring of an XQI-placed interim manager (“Interim-to-Perm”) is an exception and permitted only if all of the following conditions are met cumulatively:

• XQI explicitly approves the hire in writing;
• The Client has utilized the interim manager’s services for at least six (6) months;
• The interim manager has worked at least 100 project days for the Client; and
• The Client pays XQI a transfer fee of 33% of the target salary.

Target salary is defined as the annual fixed salary plus the variable annual bonus at 100% target achievement. The transfer fee claim arises upon execution of the employment contract between the Client (or an affiliated company) and the interim manager.

B) Contract Formation

1. The business relationship between XQI and the Client is exclusively governed by these General Terms and Conditions (“GTC”).
2. A contract is formed through offer and acceptance, order confirmation, commencement of services, or payment.

C) Fees and Remuneration

1) Interim Management

a) No Retainer
Unless otherwise agreed in writing, no retainer fee is charged for interim management services.

b) Daily Rate / Success-Based Fees
Remuneration is based on daily rates and/or success fees as individually agreed. The Client’s daily rate is exclusive of applicable VAT and reimbursable travel/incidental expenses. The daily rate depends on factors such as:

• The interim manager’s fit for the specific mandate,
• Professional background, qualifications, and experience, and
• Market conditions.

2) Supervisory and Advisory Board Positions

If a candidate or expert presented by XQI is appointed by the Client (or an affiliated company) to a supervisory board, administrative board, advisory board, or comparable governance/control function, XQI is entitled to a fee of 33% of the agreed annual target compensation.
Annual target compensation includes all fixed and variable components, such as meeting fees, committee remuneration, and other monetary benefits. The fee is at least EUR 30,000, unless otherwise explicitly agreed in writing. The fee claim arises upon the candidate’s acceptance of the mandate.

3) Extension of Fee Claims / Secondary and Multiple Candidates / Anti-Circumvention Protection

XQI’s fee claims apply to all candidates and experts presented to the Client in the context of:

• Interim management mandates, and
• Commercial and/or technical due diligence services.

This includes secondary, replacement, or parallel candidates. If the Client (or an affiliated company) engages an additional candidate or expert presented by XQI—whether in an interim, project, advisory, governance, or permanent role—XQI is entitled to a separate fee under the applicable remuneration rules.

4) Extended Fee Claim for Economic Utilization

Regardless of the original mandate type and irrespective of whether an interim mandate was fully, partially, or not at all executed, XQI is entitled to a fee of 33% of the target salary if a candidate or interim manager presented by XQI is:

• Hired into a permanent position,
• Appointed to an executive or governance role,
• Engaged in a supervisory, administrative, or advisory board position, or
• Otherwise economically utilized in a comparable capacity.

Target salary is the annual fixed salary plus the variable annual bonus at 100% target achievement. For governance or control functions, the agreed annual target compensation serves as the basis. The fee claim arises upon execution of the relevant contract or commencement of the role, whichever occurs first.

The fee claim also applies if:

• The engagement is delayed,
• The role is modified from the originally discussed position,
• The engagement is initially structured through third parties, subsidiaries, holding companies, or intermediary entities, or
• Contractual arrangements are used that economically equate to permanent employment or governance roles.

The sole determining factor is XQI’s causal involvement in presenting the candidate. If a candidate presented by XQI is engaged by the Client (or an affiliated company) within 24 months of the last presentation by XQI, it is presumed that this engagement results from XQI’s involvement. The Client may rebut this presumption by proving no causal connection exists. Circumvention of these fee rules—through delays, intermediaries, or alternative contractual structures—is prohibited. This provision does not establish a separate service type but clarifies the remuneration consequences of economically utilizing candidates presented by XQI.

D) VAT and Expenses

All fees, daily rates, and charges are exclusive of applicable VAT. Travel and incidental expenses are billed separately, unless a lump sum has been explicitly agreed.

E) Final Provisions

1) Amendments and supplements require written form.

2) Jurisdiction is Munich.

3) If any provision is invalid or unenforceable, the validity of the remaining provisions remains unaffected.