§ 1 Scope, Definitions, Principles
(1) The following General Terms and Conditions apply to the business relationships between BOARD CONNECT GmbH and its clients.
(2) Any deviating terms and conditions of the client shall not be recognized unless BOARD CONNECT GmbH expressly agrees to their validity.
(3) These General Terms and Conditions also apply to all future transactions between BOARD CONNECT GmbH and the clients without the need for a renewed reference to the General Terms and Conditions.
(4) The client automatically accepts the General Terms and Conditions of BOARD CONNECT GmbH by placing an order, and they remain in effect for the duration of the business relationship.
(5) These General Terms and Conditions also apply to all business dealings with international clients and to international project work/search assignments.
(6) As a consulting firm, BOARD CONNECT GmbH enters into service contracts exclusively and does not enter into contracts for work and services.
§ 2 Code of Conduct
(1) BOARD CONNECT GmbH strives for a long-term and trusting collaboration with its clients. Through this, BOARD CONNECT GmbH develops a deep understanding of the company’s business model, culture, style, individuality, dynamics, and vision.
(2) This strategic business partnership offers significant advantages to clients who place their trust in BOARD CONNECT GmbH as their consulting firm.
(3) Clients are fully informed about the services provided by BOARD CONNECT GmbH and its approach. BOARD CONNECT GmbH’s obligations to the client and the candidates are of the utmost importance.
(4) The careful and discreet handling of candidates forms the foundation of the reputation of BOARD CONNECT GmbH and its clients. This enables BOARD CONNECT GmbH to attract outstanding individuals from the business, academic, cultural, and public sectors for its clients.
§ 3 Scope of Services of BOARD CONNECT GmbH
(1) BOARD CONNECT GmbH supports recruitment processes for executive positions—supervisory boards, advisory boards, boards of directors, as well as managing directors and board members (m/f)—and for leadership and key positions by proposing creative candidates who closely match the required profiles.
(2) The goal of our consulting services is to create corporate value through the permanent appointment of board members and executives or the establishment of other contractual relationships, such as the recruitment of interim managers or consultants.
(5) Another component of BOARD CONNECT GmbH’s service portfolio consists of management audits/assessments and, consequently, the professional evaluation of board members and executives through competency-based interviews (management diagnostics) as well as online assessments.
(6) BOARD CONNECT GmbH’s search activities also extend to shareholders and thus to corporate investments or acquisitions and/or succession planning in the SME sector.
(7) BOARD CONNECT GmbH’s consulting services also include executive coaching and executive new placement/career counseling through expert, experienced partners.
(8) BOARD CONNECT GmbH also serves as an advisor and sparring partner for supervisory boards, boards of directors, and advisory boards in the area of board services (leadership configurations within executive bodies, board reviews/self-evaluations of supervisory bodies, and fairness opinions on executive compensation).
§ 4 Services and Obligations of the Client
(1) The Client must ensure that BOARD CONNECT GmbH is provided in a timely manner with all information and documents necessary for the provision of the requested services.
(2) At the start of the collaboration, the Client shall designate one or more contact persons or the body authorized to make legally binding declarations on behalf of the Client and to conclude contracts. If the Client does not designate a contact person(s) to BOARD CONNECT GmbH, every employee (m/f) of the Client shall be deemed authorized to represent the Client in relation to BOARD CONNECT GmbH.
(3) The documents and information regarding candidates provided to the Client by BOARD CONNECT GmbH are intended exclusively for the respective Client and the defined decision-making group. The Client is not authorized to disclose the documentation and information regarding the candidates—neither in original form nor as copies—to third parties.
(4) Confidential documentation regarding the candidates may also not be disclosed to them.
(5) For reasons of strict confidentiality, inquiries or reference checks with the candidates’ former or current employers may not be conducted without prior consultation with BOARD CONNECT GmbH.
(6) Reference checks are conducted exclusively by BOARD CONNECT GmbH in consultation with the candidates concerned.
(7) The Client must notify BOARD CONNECT GmbH immediately upon conclusion of the contract that a contractual relationship has been entered into with the candidate proposed by BOARD CONNECT GmbH.
(8) Furthermore, BOARD CONNECT GmbH must be notified immediately of the details of the contract and, in particular, of the agreed total annual compensation.
(9) Upon request, the Client must provide BOARD CONNECT GmbH with a copy of the concluded contract.
(10) The final assessment of the candidate’s (m/f) suitability, in particular the review of references, certificates, and other qualifications, is the responsibility of the Client. BOARD CONNECT GmbH submits carefully developed placement proposals but does not make hiring decisions. At the Client’s request and in consultation with the candidates, BOARD CONNECT GmbH will gladly obtain references and submit a reference report (see Section 6).
§ 5 Working Principles of BOARD CONNECT GmbH
(1) Direct Search: BOARD CONNECT GmbH practices systematic direct search and thus the personal and confidential direct approach of candidates (active search approach). If necessary—for example, in the case of public job postings—we can also supplement the search process with job advertisements (passive search approach).
(2) Advertising Process: BOARD CONNECT GmbH handles the creation and layout of advertisements, as well as the coordination of ad content with the client and the scheduling of ad placements with the media outlets mutually selected with the client for the advertising process (media plan). An additional fee is payable for this service, depending on the scope of the media plan and the coordination work involved. This fee is not included in the consulting fee. BOARD CONNECT GmbH handles applicant management and the evaluation of candidates who appear suitable based on their written applications. The client may also place the advertisement on its own platforms. Incoming applications must be forwarded to BOARD CONNECT GmbH as the exclusive cooperation partner.
(3) Confidentiality: In order to work efficiently and successfully for our clients, we require comprehensive information from them regarding strategies and management style. All information is treated with the utmost confidentiality by us. The requirement of confidentiality also applies to our clients. The candidates recommended by BOARD CONNECT GmbH are generally in permanent employment. This must be respected by our clients under all circumstances. The names and information of candidates may only be disclosed to those persons directly involved in the search. All written documents regarding candidates may only be accessible to those persons involved in the candidate selection process. See also § 4 of these General Terms and Conditions.
(4) Transparency: A good working relationship is based on reciprocity. BOARD CONNECT GmbH keeps its clients informed in a timely and comprehensive manner of all relevant findings and facts obtained in the course of its consulting activities. Conversely, BOARD CONNECT GmbH should also be kept informed by its clients of all current developments that are significant for the successful completion of the assignment.
(5) Communication: Upon commencing the collaboration and consulting activities, BOARD CONNECT GmbH works with the client to determine the format and frequency with which both parties will keep each other informed. This may take place by telephone, in writing/digitally, or during in-person meetings.
(6) Exclusivity: BOARD CONNECT GmbH accepts—also in the interest of its clients—only exclusive engagements and considers itself the central project platform for the respective recruitment process. Disruption in the executive market must be avoided under all circumstances, also for the sake of brand management and professionalism on the client’s part. Clients should therefore focus on this project partnership when working with BOARD CONNECT GmbH and not permit any parallel search activities. Candidates who are already known to the client, who introduce themselves, or who are proposed by network partners should be referred by the client to BOARD CONNECT GmbH in the interest of professional project management. The same applies to internal candidates, whom BOARD CONNECT GmbH also includes in a professional cross-comparison.
(7) Research: A key step in the direct search process is the identification of suitable, high-caliber candidates through systematic market research. Thanks to our professional approach, BOARD CONNECT GmbH can identify executives in key positions—possessing the sought-after professional and personal qualifications and experience—even across industry and national boundaries.
(8) BOARD CONNECT GmbH begins the systematic direct search immediately after the assignment is placed, which must be done in writing or digitally (via email).
(9) A rough timeframe is agreed upon in advance with the client, within which BOARD CONNECT GmbH should present suitable candidates. Including the time for interviews, decision-making, and contract negotiations, an assignment should generally be successfully completed within three to four months. In exceptional cases—particularly for international searches, extraordinary requirements, holiday periods with limited candidate availability, and fixed committee dates—this timeframe may be extended. No guarantee can be given regarding the timeframe of a search.
§ 6 Search Procedure, Process Steps (Systematic Direct Search)
(1) Every search process has its specific requirements and framework conditions. With the appropriate flexibility, BOARD CONNECT GmbH adapts to the respective needs of its clients.
(2) BOARD CONNECT GmbH accepts assignments only if it is convinced that the requirements profile is realistic and that the assignments can be handled to the client’s full satisfaction.
(3) The goal of our consulting services is to identify, engage, evaluate, and present the candidates who are best qualified and most suitable for the respective tasks. The client makes the final decision regarding the selection of the candidate (m/f).
(4) Briefing: In confidential discussions with the relevant contacts on the client’s side in accordance with Section 4(2) of these Terms and Conditions, BOARD CONNECT GmbH gains a comprehensive understanding of the company, its goals, the position to be filled, and the requirements profile for the suitable candidate (m/f).
(5) Specification: In consultation with the client, BOARD CONNECT GmbH develops the position profile required for the written briefing of the candidates, which includes all information about the company, the position to be filled, and the requirements for the candidates.
(6) Systematic Market Research: The identification of suitable candidates is conducted using BOARD CONNECT GmbH’s five-channel methodology: identification of target companies/search fields followed by structural and individual identification, precise database selection, analysis of completed projects with comparable or similar focus, internal candidate recommendations from the advisory board, external candidate recommendations from competent, trustworthy network and business partners affiliated with BOARD CONNECT GmbH or the BOARD CONNECT Global Network, all conducted with the utmost discretion and confidentiality.
(7) Interviews: Candidates who appear fundamentally suitable are evaluated by the consultants at BOARD CONNECT GmbH following a phase of in-depth telephone interviews to assess their professional and personal competencies against the jointly defined position profile through competency-based interviews.
(8) Candidate Presentation: BOARD CONNECT GmbH then presents a hand-selected list of candidates. For all candidates who make it to the shortlist, the client receives a detailed, informative confidential report containing information on their resume, professional background, current contract and compensation structure, as well as a personal assessment based on the requirements outlined in the position profile.
(9) Facilitation: During the negotiation process with the preferred candidate (m/f), BOARD CONNECT GmbH provides intensive support to its clients until a contractual agreement is reached.
(10) References: With reference to Section 4(9) of these General Terms and Conditions, BOARD CONNECT GmbH obtains references in the final stage of the project work in consultation with the client and the candidate (m/f). The client is informed objectively and comprehensively about the findings from the reference interviews in a reference report.
§ 7 Fee Structure and Contract Terms
(1) BOARD CONNECT GmbH always works for its clients on the basis of an agreed base fee (retainer), none of which is performance-based. BOARD CONNECT GmbH considers itself a “retained search firm” and does not operate on a “contingency basis.”
(2) BOARD CONNECT GmbH typically charges a preliminary fee amounting to one-third of the candidate’s (m/f) projected gross compensation for the first year of employment (base fee / retainer).
(3) For so-called “package assignments” and thus multiple assignments in direct search, separate agreements apply within the framework of a special contract.
(4) The annual gross salary is calculated based on all compensation components. These include, in particular, non-performance-based (fixed income) and performance-based income components (bonuses/royalties/profit sharing , etc.). The latter are valued at their normally expected or customary amount.
(5) If no separate fee agreement has been reached between the client and BOARD CONNECT GmbH and the client enters into a permanent employment contract or another contractual relationship with a candidate proposed by BOARD CONNECT GmbH (m/f), the fee shall amount to one-third of the annual gross salary agreed upon with the candidate (m/f) in accordance with Section 7(4) of these Terms and Conditions.
(6) For contractual relationships other than permanent employment contracts (interim management, consulting services, etc.), the gross salary relevant for calculating the fee is based on the normally expected or customary remuneration.
(7) If, within 24 months of BOARD CONNECT GmbH’s initial receipt of documents regarding the candidate (m/f), or in the event of a candidate (m/f) being introduced by BOARD CONNECT GmbH, or following an interview with a candidate (m/f) arranged by BOARD CONNECT GmbH, or following the establishment of contact with the candidate (m/f) by the client, a permanent employment contract or another contract is concluded with the candidate (m/f), BOARD CONNECT GmbH’s claim for fees against the client arises in accordance with § 7 (5) of these General Terms and Conditions. The fee claim arises regardless of whether BOARD CONNECT GmbH received written confirmation from the client regarding the submission of documents, the introduction, or the establishment of contact.
(8) The fee claim arises regardless of the position in which the candidate introduced by BOARD CONNECT GmbH is hired and employed. In particular, BOARD CONNECT GmbH’s fee claim also arises in the event that the candidate (m/f) is hired and employed for a position other than the one for which BOARD CONNECT GmbH introduced the candidate (m/f).
(9) The fee is also payable if the candidate is hired within 24 months by a company within the client’s group, such as a subsidiary, the parent company, or another affiliated entity.
(10) If the actual gross annual compensation exceeds the amount initially used to calculate the base fee (retainer), an additional fee payment (upward adjustment) becomes due to bring the total to one-third of the actual gross annual compensation.
(11) Under special circumstances, the total fee may exceed one-third of the annual compensation. This applies, for example, in the case of particularly difficult or international searches, unusually low total annual compensation, or if the fee falls below the applicable minimum fee. This also applies to assignments in which the “equity component” accounts for a significant portion of the total compensation and BOARD CONNECT GmbH does not receive an “equity fee.”
(12) If additional individuals from the pool of candidates presented by BOARD CONNECT GmbH are hired, a fee of 30 percent of the total annual compensation will be invoiced for each additional candidate (m/f) hired.
(13) During the search process, the search or requirement profile may change. These changes typically result in significant additional work. BOARD CONNECT GmbH reserves the right to agree with the client on an additional fee that reflects this extra effort; typically, one-third of the consulting fee (one fee installment) is invoiced additionally.
§ 8 Billing, Due Dates, Default, Incidental Costs
(1) The base fee (retainer) plus the applicable value-added tax is invoiced in three equal monthly installments. The first installment is due upon placement of the order; the second and third fee installments are due at four-week intervals thereafter. Should an additional fee arise—for example, in the case of § 7(7) of these Terms and Conditions—it will be invoiced upon termination of the engagement.
(2) All invoices are due in full upon receipt. The client shall be in default no later than 14 days after receipt of the invoice. During the client’s default, BOARD CONNECT GmbH is entitled to charge default interest at a rate of five percentage points above the base rate. The right to claim further damages resulting from default remains unaffected.
(3) In addition to the consulting fee, BOARD CONNECT GmbH charges a flat-rate administrative fee for office, communication, and handling costs amounting to 5 percent of the base fee (retainer) plus applicable VAT.
(4) Travel expenses for candidates and for the consultants up to the first candidate presentation are either covered by a flat-rate travel allowance of 12 percent of the base fee (retainer) or billed on a time-and-materials basis with 14-day invoicing, in each case plus applicable VAT.
(5) Unforeseen circumstances may cause a client to terminate the engagement prematurely. Upon placement of the order, the first fee installment is deemed earned. If the project ends in the second month of project work, the second fee installment is deemed earned. If the engagement is terminated after the third installment is due, the base fee (retainer) is deemed earned.
§ 9 Additional Services / Replacement Efforts
(1) BOARD CONNECT GmbH will continue the search until the position is successfully filled from the client’s perspective, i.e., potentially extending several months beyond the billing period, or until there is agreement that all possibilities for resolving the issue or continuing the search have been exhausted.
(2) If the contractual relationship is terminated within six months of the contracted candidate (m/f) taking office, BOARD CONNECT GmbH will resume the search project free of charge. Only the incidental project costs—a flat-rate material cost fee and travel expenses—will be invoiced again.
(3) So-called additional placements or additional hires from the candidate pool are excluded from this additional service.
(4) BOARD CONNECT GmbH undertakes to make these replacement efforts even if the hired candidate (m/f) does not commence the employment or other contractual relationship.
(5) These replacement efforts apply exclusively to the identical position with an identical job profile. Transferring this additional service to other positions is excluded.
(6) For the duration of the project work and for six months following the completion of the project work, the client—in the case of corporate groups, the organizational structure below the client; in the case of medium-sized companies, the entire organization—is covered by client protection, meaning that no candidates will be approached within the respective business unit or company.
(7) Should candidates from a client’s organization apply to BOARD CONNECT GmbH through advertising processes, this application must be processed and recorded at . In this case, client protection explicitly does not apply; rather, the employee’s free will prevails.
§ 10 Data Protection
(1) BOARD CONNECT GmbH undertakes to maintain confidentiality toward the client regarding all information that becomes known within the scope of the contractual relationship. BOARD CONNECT GmbH guarantees the strictly confidential treatment of all information pertaining to the assignment itself and/or the client.
(2) Likewise, the Client is obligated to maintain confidentiality regarding all information that becomes known within the scope of its contractual relationship with BOARD CONNECT GmbH.
(3) The privacy policy of BOARD CONNECT GmbH, as posted on the BOARD CONNECT GmbH website, applies.
(4) It cannot be ruled out that, particularly in the case of digital data transmission and direct, personal, and confidential communication with candidates, unauthorized third parties may gain unlawful access to this data. BOARD CONNECT GmbH assumes no liability for this.
§ 11 Liability
(1) BOARD CONNECT GmbH excludes any liability for damages incurred by the client.
(2) Excluded from this limitation of liability is liability for damages resulting from injury to life, limb, or health, provided such damages are based on a negligent breach of duty on the part of BOARD CONNECT GmbH, its legal representative, and/or a vicarious agent.
(3) BOARD CONNECT GmbH assumes no liability for any damages caused by force majeure (natural disasters, traffic disruptions, etc.), network or server errors, line or transmission disruptions, viruses, or postal service disruptions.
(4) BOARD CONNECT GmbH also excludes liability based on copyright infringement or claims by third parties.
(5) The client is responsible for the final verification of all transmitted or sent data. This also applies to the verification of all information provided by candidates regarding their educational background, professional qualifications, and career history, as well as the provision of the corresponding personal documents and records (certificates) for the personnel file.
§ 12 Final Provisions
(1) Contracts between BOARD CONNECT GmbH and the Client are governed exclusively by the laws of the Federal Republic of Germany.
(2) The place of jurisdiction for all disputes arising from contractual relationships between the Client and BOARD CONNECT GmbH is Hamburg, the headquarters of BOARD CONNECT GmbH.
(3) The General Terms and Conditions remain binding in their remaining parts even if individual provisions are invalid. The invalid provisions shall be replaced, where applicable, by the statutory provisions.
(4) Any amendments or additions to these General Terms and Conditions must be made in writing to be effective.
(5) BOARD CONNECT GmbH reserves the right to amend these General Terms and Conditions in whole or in part. The amended General Terms and Conditions will be posted on the website and shall be binding even if they have not been explicitly made available to the clients. Clients are obligated to actively inform themselves of the current version of the General Terms and Conditions via the BOARD CONNECT GmbH website.
Hamburg, April 2, 2026
BOARD CONNECT GmbH
The Management