Terms &
Conditions.

Contracting company

Unless an individual offer or contract expressly identifies another contracting entity, services offered through bcaun.at are supplied by BCA Unternehmensberatung UG (haftungsbeschränkt).

Application of these General Terms and Conditions

These General Terms and Conditions apply to consulting, company-formation coordination, corporate administration, market-entry support, banking preparation, digital reports, analytical work and other services ordered from BCA.

They apply to assignments concluded through a written proposal, engagement letter, email, online form, payment link or another electronic communication channel.

The following order of priority applies:

• an individually negotiated written agreement;
• the accepted offer, engagement letter or order confirmation;
• the service description expressly incorporated into the contract;
• these General Terms and Conditions;
• the applicable statutory provisions.

Conflicting customer terms do not apply unless BCA expressly accepts them in text form.

Services are primarily intended for business customers.

BCA’s corporate, market-entry and formation services are principally directed at entrepreneurs, companies, investors, founders acting for a proposed business and other professional customers.

A consumer is a natural person entering into a legal transaction predominantly for purposes outside that person’s trade, business or profession.

Where BCA knowingly accepts a contract with a consumer, mandatory consumer-protection rules remain unaffected. Provisions in these terms intended only for business customers do not restrict mandatory consumer rights.

An enquiry is not yet an engagement.

Website descriptions, articles and general price indications are invitations to request an offer unless expressly stated to be a binding offer.

A contract is generally concluded when:

• the customer accepts a written BCA offer;
• BCA confirms the customer’s order in text form;
• both parties sign an engagement agreement;
• BCA begins performance at the customer’s request after confirming acceptance of the assignment;
• a clearly identified service is purchased through an online payment process and BCA confirms the order.

Payment alone does not compel BCA to accept an assignment where acceptance remains subject to compliance, conflict, capacity or jurisdictional review. In that case, an unaccepted payment will be returned using an appropriate payment method.

The accepted offer defines what BCA is required to deliver.

Depending on the assignment, BCA may provide:

• company-formation and registration coordination;
• preparation and coordination of corporate documents;
• communication with notaries, registries and local providers;
• market-entry and business-structure analysis;
• bank-account application preparation and coordination;
• business-address and operational-setup coordination;
• written reports, research and digital deliverables;
• ongoing corporate-administration support;
• other services expressly described in the individual offer.

Unless expressly agreed otherwise, BCA provides business consulting and coordination. BCA does not represent itself as providing reserved legal, tax, audit, notarial, immigration or regulated financial services where a specific professional authorisation is required.

Such work may be supplied by an independent authorised professional under a separate engagement or coordinated as part of the wider project.

Registries, banks and professional providers act independently.

Formation and market-entry assignments frequently require work by third parties, including:

• notaries and legal professionals;
• tax advisers and accountants;
• translators and apostille services;
• company registries and licensing authorities;
• banks and payment institutions;
• business centres and address providers;
• immigration and employment specialists;
• government authorities and regulated service providers.

Unless expressly stated otherwise, these persons act independently and may enter into a separate contractual relationship with the customer.

BCA does not control their professional decisions, processing times, acceptance criteria, fees or regulatory obligations.

The customer must provide complete, accurate and timely information.

The customer must cooperate to the extent reasonably required for BCA and relevant third parties to perform the assignment.

• provide authentic and current identification documents;
• disclose shareholders, directors and beneficial owners;
• describe the intended activity and geographic markets accurately;
• disclose relevant source-of-funds and source-of-wealth information;
• review drafts and provide approvals without unreasonable delay;
• attend notarial, banking or authority appointments where required;
• notify BCA of material changes to the proposed structure;
• comply with deadlines imposed by authorities and third parties.

BCA may rely on information supplied by the customer unless there is a clear reason to question it. BCA is not responsible for consequences caused by incomplete, inaccurate, misleading or late information.

Delays attributable to the customer extend the affected performance periods. Material additional work may require a revised fee or separate offer.

BCA may suspend or refuse work for compliance reasons.

BCA may request information reasonably necessary for identity, beneficial-ownership, sanctions, anti-money-laundering, reputational, conflict or internal risk review.

BCA may decline, pause or terminate an assignment where:

• required documents are not supplied;
• ownership or source of funds cannot be adequately understood;
• information appears false, inconsistent or incomplete;
• the activity may be unlawful or outside the agreed scope;
• sanctions or regulatory restrictions may apply;
• a conflict of interest arises;
• continued performance would expose BCA or a provider to disproportionate risk.

Statutory reporting restrictions may prevent BCA from explaining every aspect of a compliance decision.

Timelines are estimates unless expressly confirmed as binding.

Indicative timelines are based on normal processing conditions, timely cooperation and the information available when the estimate is given.

Timelines may be affected by:

• registry and authority workloads;
• notarial appointment availability;
• bank and payment-provider compliance review;
• apostille, legalisation or translation requirements;
• changes in laws, forms or administrative practice;
• requests for further documents;
• customer delays or changes to the proposed structure;
• technical disruption or force-majeure events.

BCA is not responsible for delays caused by independent third parties or events outside BCA’s reasonable control.

Professional fees and third-party costs are separate unless expressly bundled.

The applicable BCA fee is stated in the individual offer, invoice, online checkout or written agreement.

Unless expressly stated otherwise:

• prices are net amounts plus applicable VAT;
• registry, notary, government, bank, translation, apostille, courier and professional-provider charges are additional;
• currency-conversion and payment-provider charges may apply;
• travel and exceptional disbursements require reimbursement;
• recurring services are charged for the agreed billing period.

Where an offer states that specified external costs are included, the inclusion applies only to the listed items and assumptions. Additional costs caused by a changed structure, additional documents or third-party requirements may be charged separately after informing the customer.

Payment is due according to the invoice or accepted offer.

Unless another schedule is agreed, invoices are payable in advance and without deduction by the due date stated on the invoice.

Payment may be accepted by bank transfer, payment link, merchant service or another payment method offered by BCA.

BCA may postpone the start or continuation of work until the required payment and external-cost funding have been received.

In the event of late payment, BCA may exercise statutory rights, including claiming default interest and reasonable recovery costs. For business customers, the statutory commercial default rules may apply.

Chargebacks or payment disputes do not cancel an underlying contractual payment obligation where the invoiced service was validly ordered and remains payable.

A statutory withdrawal right applies only where consumer law grants one.

Business customers acting within their trade, business or profession do not have the statutory consumer withdrawal right.

Where a consumer enters into a qualifying distance or off-premises contract, the consumer may generally have a fourteen-day statutory withdrawal period.

The precise right, exceptions and consequences depend on the type of contract and the statutory information supplied at the time of contracting.

Services beginning during the withdrawal period

Where the consumer expressly requests that BCA begin performing a service before the withdrawal period has expired, the consumer may be required to pay a proportionate amount for work performed before a valid withdrawal.

The right of withdrawal for a service may expire after complete performance only where the applicable statutory requirements have been satisfied, including the consumer’s necessary express request, consent and acknowledgement.

Digital content

For digital content not supplied on a tangible medium, the withdrawal right may expire when performance begins only where the consumer has expressly consented to early performance, acknowledged the resulting loss of the withdrawal right and received the required confirmation.

The customer should review deliverables promptly.

Written reports, analyses, forms, corporate documents and other deliverables should be reviewed without unreasonable delay.

The customer must notify BCA of identifiable errors or inconsistencies and provide sufficient detail for the issue to be reviewed.

Where BCA is responsible for a correctable defect, BCA should have a reasonable opportunity to correct or re-perform the affected work before the customer commissions avoidable replacement work from another provider.

Statutory rights remain unaffected. Silence does not constitute acceptance where mandatory law provides otherwise.

Material changes may require a revised scope and fee.

A change to ownership, activity, jurisdiction, directors, licence, banking profile or corporate structure may materially change the assignment.

BCA may issue a revised offer where the requested change creates additional work or third-party costs.

The customer may cancel an assignment subject to:

• payment for work already performed;
• reimbursement of committed or non-refundable external costs;
• any agreed cancellation conditions;
• mandatory consumer rights where applicable.

BCA may terminate or suspend the assignment for material breach, continued non-payment, non-cooperation, compliance concerns or another serious reason making continued performance unreasonable.

Any statutory right to terminate for cause remains unaffected.

Liability is governed by the following risk allocation.

BCA is liable without limitation:

• for intent and gross negligence;
• for injury to life, body or health;
• under mandatory product-liability law;
• where BCA has expressly assumed a guarantee;
• in other cases where liability cannot legally be limited.

In cases of slight negligence, BCA is liable only for breach of an essential contractual obligation whose proper performance is necessary for the contract and on which the customer may ordinarily rely.

In such a case, liability is limited to the foreseeable damage typical for the contract, except where mandatory law requires otherwise.

To the extent permitted by law, BCA is not responsible for:

• independent decisions of banks, registries or authorities;
• changes in law or administrative practice after delivery;
• consequences of inaccurate or incomplete customer information;
• customer use of a deliverable outside the agreed purpose;
• indirect or consequential commercial loss not typical for the assignment;
• loss caused by unauthorised alteration of documents or advice.

These limitations also apply for the benefit of BCA’s employees, representatives and agents where legally permissible.

Deliverables may be used for the agreed purpose.

Copyright, database rights, know-how and other intellectual- property rights in BCA templates, reports, analyses, methodologies, website content and working materials remain with BCA or the relevant rights holder.

After full payment, the customer receives a non-exclusive, non-transferable right to use the final deliverable for the purpose identified in the assignment.

Unless expressly permitted, the customer may not:

• sell or commercially redistribute BCA materials;
• publish a confidential report or internal analysis;
• remove authorship, copyright or confidentiality notices;
• use BCA templates to provide competing services;
• grant third parties broader rights than the customer received.

The customer remains entitled to use its own documents, data, trademarks and materials supplied to BCA.

Both parties must protect non-public project information.

Each party must treat confidential information received in connection with the assignment with reasonable care and use it only for the agreed project or another lawful purpose.

Confidentiality does not apply to information that:

• is or becomes public without breach of duty;
• was lawfully known before disclosure;
• is lawfully received from an unrestricted third party;
• is independently developed without use of confidential information;
• must be disclosed by law, court, regulator or authority.

BCA may share necessary information with professional advisers, notaries, registries, banks and service providers involved in the assignment, subject to applicable confidentiality and data-protection requirements.

Personal data is processed for contract and compliance purposes.

Information concerning website use, enquiries, client communication and service delivery is provided in the Privacy Policy.

Information about cookies and optional external technologies is provided in the Cookie Policy.

Where a payment is made through an independent bank, merchant acquirer or payment provider, that provider may process payment and account information under its own legal obligations and privacy terms.

BCA does not ordinarily receive the customer’s complete payment- card number or card security code from the payment provider.

German law governs the contractual relationship.

The laws of the Federal Republic of Germany apply, excluding the United Nations Convention on Contracts for the International Sale of Goods.

For a consumer, this choice of law does not deprive the consumer of mandatory protections that apply under the law of the consumer’s habitual residence where those protections cannot validly be excluded.

Stuttgart is the exclusive place of jurisdiction where the customer is:

• a merchant within the meaning of German commercial law;
• a legal entity under public law;
• a special fund under public law;
• another business customer for whom a jurisdiction agreement is legally effective.

Mandatory statutory jurisdiction rules for consumers remain unaffected.

Information under the Consumer Dispute Resolution Act

BCA Unternehmensberatung UG is neither obliged nor willing to participate in dispute-resolution proceedings before a consumer arbitration board.

This does not restrict a consumer’s statutory right to bring a matter before a competent court.

The European Commission’s former Online Dispute Resolution platform should not be presented as an active complaint route unless a currently available official successor mechanism is identified.

Written records and partial invalidity

Contract notices and material project instructions should be made in text form, including email, unless a stricter form is required by law or the individual agreement.

BCA’s failure to enforce a contractual right on one occasion does not constitute a permanent waiver of that right.

If an individual provision of these terms is invalid or unenforceable, the remaining provisions remain effective where legally possible. The applicable statutory rule takes the place of the invalid provision.

BCA may update these terms for future contracts. The version incorporated when a contract is concluded remains applicable to that contract unless the parties validly agree otherwise.