Terms and Conditions

1.1 These General Terms and Conditions apply exclusively to all legal transactions between the Client and the Contractor (business consultant). The version valid at the time the contract is concluded shall apply.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, unless expressly agreed otherwise.

1.3 Conflicting General Terms and Conditions of the Client are invalid unless expressly accepted in writing by the Contractor

1.4 Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid one that best reflects the intended meaning and economic purpose.

1.5 These GTC apply exclusively to entrepreneurs as defined in § 14 BGB (German Civil Code). Contracts with consumers are not concluded.

2.1 The exact scope of a consulting assignment is agreed in the individual project contract.

2.2 The Contractor is entitled to have tasks performed in whole or in part by third parties, unless expressly agreed otherwise. Payment of the third party shall be made exclusively by the Contractor. No contractual relationship arises between the third party and the Client.

2.3 The Client agrees not to enter into any business relationship—during the contract term and for 18 months after its termination—with persons or companies engaged by the Contractor for fulfilling the contract. In particular, the Client shall not commission these persons/companies with consulting services identical or similar to those offered by the Contractor, unless expressly agreed otherwise in the project contract.

3.1 The Client shall ensure organizational conditions that allow the Contractor to work efficiently and without unnecessary interruption.

3.2 The Client shall inform the Contractor comprehensively about previous and/or ongoing consulting activities—including those in other subject areas.

3.3 The Client shall provide all documents necessary for fulfilling the assignment in a timely manner and inform the Contractor of all relevant processes and circumstances, including those arising during the assignment.

3.4 The Client shall inform employees and, if applicable, employee representatives (works council) in due time about the Contractor’s activities.

4.1 Both parties commit to mutual loyalty.

4.2 Both parties shall take all necessary steps to prevent any endangerment of the independence of persons working for the Contractor; this applies in particular to offers of employment or direct engagements by the Client.

5.1 The Contractor shall report on the progress of work as appropriate.

5.2 Optional: Upon the Client’s request, a final report will be provided within a reasonable time (two to four weeks, depending on the nature of the consulting assignment).

5.3 The Contractor is not bound by instructions in performing the agreed work, acts at their own discretion and responsibility, and is not bound to a specific place of work or fixed working hours.

6.1 Copyrights to all works created by the Contractor (including employees or commissioned third parties)—such as proposals, reports, analyses, expert opinions, organizational plans, programs, descriptions, drafts, drawings, data carriers—remain with the Contractor.

6.2 Works created exclusively for the Client may be used by the Client within the scope of their business activities without temporal or geographical limitation.

6.3 Software, methods, tools, or other materials that were not developed exclusively for the Client but existed prior to or independently of the project remain the Contractor’s intellectual property. Use by the Client is permitted only for the duration and scope of the project unless expressly agreed otherwise in the project contract.

6.4 In case of breach, the Contractor is entitled to terminate the contract prematurely and assert statutory claims (injunction/damages).

7.1 The Contractor is entitled and obligated to correct any inaccuracies or defects that become known and shall inform the Client without delay.

7.2 Claims arising from this obligation expire 12 months after the respective service is rendered, unless expressly agreed otherwise.

8.1 The Contractor is liable for financial losses arising from IT services up to EUR 500,000, and for personal injury and other damages (property and financial losses) relating to office risks up to EUR 5,000,000—each only in cases of gross negligence or intent. Liability for slight negligence is excluded unless expressly agreed otherwise. This also applies to damages caused by third parties engaged by the Contractor.

8.2 Claims for damages must be asserted in court within 12 months from knowledge of the damage and the responsible party, and in any case within 3 years from the event giving rise to the claim.

8.3 The Client bears the burden of proof that the damage was caused by the Contractor’s fault.

8.4 If the Contractor uses third parties and warranty and/or liability claims arise against them, the Contractor shall assign these claims to the Client, who shall assert them primarily against the third party.

9.1 The Contractor shall maintain strict confidentiality regarding all business matters of the Client that become known to them.

9.2 The Contractor shall keep confidential from third parties the content of the work performed and all related information and circumstances, including data of the Client’s customers.

9.3 The confidentiality obligation extends fully to any assistants or representatives engaged by the Contractor; violations are attributable to the Contractor.

9.4 The confidentiality obligation continues indefinitely beyond the end of the contract.

9.5 The Contractor is permitted to process personal data entrusted to them within the purpose of the contractual relationship. The Client guarantees that all required measures under applicable data protection laws, especially the GDPR, have been fulfilled.

10.1 Upon completion of the agreed work, the Contractor shall receive the fee agreed between the parties. The Contractor may issue interim invoices based on progress and require activity records. Fees become due upon invoicing.

10.2 Cash expenses, travel costs, and other out-of-pocket expenses shall be reimbursed additionally upon invoicing.

10.3 If the agreed work is not executed for reasons attributable to the Client, or due to justified premature termination by the Contractor, the Contractor retains the right to payment for services provided and reimbursement of expenses incurred. Furthermore, the Contractor may claim a cancellation fee of 30% of the agreed but not yet rendered services, unless expressly agreed otherwise in the project contract.

10.4 If interim invoices remain unpaid, the Contractor is released from the obligation to continue services until payment is made.

11.1 The Contractor is entitled to send invoices electronically in accordance with § 14 UStG. The Client expressly agrees to electronic invoicing.

12.1 The contract generally ends upon completion of the project.

12.2 Either party may terminate the contract without notice for good cause. Good cause exists, in particular, in cases of significant breach of duty or insolvency of a party, including rejected insolvency petitions due to insufficient assets.

13.1 The parties confirm that all information provided is accurate and complete and agree to notify each other of any changes without delay.

13.2 The place of jurisdiction for merchants, legal entities under public law, or special funds under public law is Munich.

13.3 The law of the Federal Republic of Germany applies. Renvoi under international private law is excluded.

13.4 Amendments to the contract or these GTC must be in written form. Oral side agreements do not exist. This also applies to amendments of the written form requirement itself.