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General Terms and Conditions

§ 1 Scope

  1. These General Terms and Conditions (Terms) apply to all contracts for advisory and support services between Schloemer Digital LLC, trading under the brand VELA Growth Partners, Ras Al Khaimah, United Arab Emirates (VELA), and its clients.
  2. VELA’s services are aimed exclusively at companies, investors and other persons acting in the exercise of their commercial or independent professional activity. VELA does not enter into contracts with consumers.
  3. Deviating or supplementary terms of the client do not become part of the contract, even if VELA does not expressly object to them.
  4. Individual agreements, in particular in the engagement letter, take precedence over these Terms.

§ 2 Conclusion of contract

  1. Presentations on the website, in presentations and in the fee schedule are non-binding and do not constitute an offer.
  2. A contract is only concluded when both parties have signed a written engagement letter. VELA provides services exclusively on the basis of a signed contract.
  3. The engagement letter sets out the service package, deliverables, term, fees and, where applicable, the tail period in a binding manner.
  4. VELA may decline engagements without giving reasons.

§ 3 Services

  1. VELA provides strategic advisory and support services, in particular readiness assessments, preparation for investor meetings, the structuring of transactions, financial modelling, investor relations, support with market access and with building a presence in the United Arab Emirates, and interim management (fractional CEO or COO).
  2. In interim management, the person deployed acts in close coordination with the client’s management and headquarters. Assuming a corporate officer position, a power of representation or a role as manager of the client’s company requires a separate written agreement.
  3. VELA owes the diligent performance of the agreed services, not a specific economic result. In particular, VELA owes neither the conclusion of a financing or transaction nor a specific valuation or specific terms. Whether and on what terms an investor invests is decided solely by the investor.
  4. Dates and deadlines are only binding if they are expressly designated as such in the engagement letter. Delays due to a lack of cooperation by the client are not VELA’s responsibility.

§ 4 No regulated financial, legal or tax services

  1. VELA does not provide investment advice, investment or contract brokerage, asset management or any other financial service requiring a licence, and does not accept funds or assets from clients or investors.
  2. VELA is not a party to financing, investment or purchase agreements between client and investor and gives no representations to investors regarding the client, its company or an investment.
  3. VELA does not provide legal or tax advice. Where questions touch on these areas, the client engages its own licensed advisers. If VELA recommends such advisers, a contract is concluded exclusively between the client and the adviser.
  4. VELA’s documents are not a public offer of securities or investments. The client is responsible for compliance with regulatory, prospectus and capital markets law in connection with its financing.

§ 5 Client cooperation

  1. The client provides VELA in good time with all necessary information and documents, completely and truthfully, and informs VELA of material changes without being asked.
  2. VELA may rely on the accuracy of the client’s information. A duty to verify exists only where expressly agreed.
  3. The client is responsible for the content of all documents sent to investors, including financial figures, forecasts and track record information. Before they are sent, the client approves these documents in text form.
  4. The client indemnifies VELA against third-party claims based on incorrect or incomplete information provided by the client.

§ 6 Team and partners

  1. Client projects are led by VELA’s partners. VELA deploys its own team members and selected cooperation partners bound to confidentiality.
  2. The client’s sole contractual partner is VELA. The use of partners does not result in additional costs for the client unless the engagement letter provides otherwise.

§ 7 Fees and payment

  1. Fees are set out in the engagement letter and the fee schedule valid at the time the contract is concluded. They consist of package fees, monthly or daily rates for interim management, upfront fees and, where agreed, a success fee.
  2. Package fees are invoiced upon conclusion of the contract, monthly fees monthly in advance. Invoices are payable without deduction within 7 days of the invoice date.
  3. As soon as an investor approached by VELA shows serious interest, an upfront fee becomes due. Serious interest exists in particular if the investor signs a confidentiality agreement, requests in-depth documents or data room access, holds a meeting with management or submits an indicative letter of intent. The amount of the upfront fee is set out in the engagement letter.
  4. The success fee becomes due if the client or an affiliated company concludes a financing, investment or other transaction with an investor introduced by VELA during the term or within the agreed tail period. It is payable within 7 days of receipt of the funds; for payment in tranches, pro rata in each case.
  5. Package fees and upfront fees are not credited against the success fee. Credits when upgrading to a higher package are governed exclusively by the engagement letter.
  6. Package and upfront fees paid are not refunded after services have commenced, even if the contract ends early.
  7. All amounts are stated in euros (EUR) or UAE dirhams (AED) plus VAT where applicable. Bank charges and exchange rate differences are borne by the client. The client reimburses travel costs and other expenses after prior agreement.
  8. In the event of late payment, VELA may suspend work until payment is received.

§ 8 Protection of investor relationships

  1. VELA only discloses names and contact details of investors after the engagement letter has been signed and a confidentiality agreement has been concluded.
  2. Before investor outreach begins, the client specifies in writing with which investors it already maintains its own relationships. No success fee arises for transactions with these investors.
  3. The client will not contact investors introduced by VELA or enter into agreements with them while circumventing VELA. The entitlement to the success fee remains in any case.

§ 9 Confidentiality

  1. Both parties treat all non-public information of the other party confidentially and use it only for the purposes of the engagement. This obligation continues after the end of the contract.
  2. Excluded is information that is publicly known, has been lawfully obtained from third parties or must be disclosed due to a legal or regulatory obligation.
  3. VELA names the client as a reference only with the client’s written consent.

§ 10 Work results

  1. Upon full payment, the client receives a simple, perpetual right to use the work results prepared for it for its own purposes.
  2. VELA’s methods, templates, models and know-how remain VELA’s property.

§ 11 Liability

  1. VELA is liable without limitation for intent and gross negligence and for damage resulting from injury to life, body or health.
  2. Otherwise, VELA’s liability is limited to the fees VELA has actually received from the engagement concerned. In these cases, VELA is not liable for lost profit or for indirect and consequential damage.
  3. VELA is not liable for investors’ decisions, for the conclusion or failure of a transaction, or for content supplied or approved by the client.

§ 12 Term and termination

  1. The term and ordinary termination are governed by the engagement letter. The right to terminate for good cause remains unaffected.
  2. Good cause for VELA exists in particular if the client is more than 30 days in arrears with a payment, material information provided by the client is incorrect, or the review under § 13 gives rise to concerns.
  3. Fee claims accrued up to termination as well as § 7 (3), §§ 8, 9 and 11 survive the end of the contract.

§ 13 Compliance

  1. VELA is entitled to carry out identity, sanctions and source-of-funds checks on the client, its beneficial owners and the origin of the funds before and during the engagement. The client provides the necessary evidence.
  2. VELA may decline to accept or continue an engagement if there are doubts about the integrity of the client, the transaction or the origin of the funds.

§ 14 Data protection

  1. How VELA processes personal data is explained in the privacy policy. Each party is itself responsible for complying with the data protection rules applicable to it.

§ 15 Form and language

  1. Amendments and additions to the contract must be made in text form. Email is sufficient.
  2. These Terms are available in German and English. In the event of discrepancies, the English version shall prevail.

§ 16 Governing law and place of jurisdiction

  1. The law of the Emirate of Ras Al Khaimah and, where applicable, the federal law of the United Arab Emirates applies.
  2. The exclusive place of jurisdiction is the courts of the Emirate of Ras Al Khaimah.

§ 17 Final provisions

  1. Should any provision of these Terms be invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes closest to its economic purpose.
  2. VELA may amend these Terms for future contracts. For an existing contract, the version referred to in the engagement letter applies.

Last updated: October 2026