General Terms and Conditions (GTC)
As of October 2025
- General principles / scope
1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the client and the contractor (management consultant). The version valid at the time of conclusion of the contract shall prevail.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, unless expressly agreed otherwise.
1.3 Any conflicting general terms and conditions of the Client are invalid unless they are expressly accepted in writing by the Contractor.
1.4 Should individual provisions of these Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that most closely approximates its meaning and economic purpose.
1.5 These Terms and Conditions are directed exclusively at businesses within the meaning of Section 14 of the German Civil Code (BGB). Contracts with consumers are not concluded. - Scope of the consulting assignment / representation
2.1 The scope of a specific consulting assignment will be agreed in the individual project contract.
2.2 The Contractor is entitled to outsource the tasks assigned to it, in whole or in part, to third parties, unless expressly agreed otherwise. Payment of the third party shall be made exclusively by the Contractor. No contractual relationship shall arise between the third party and the Client.
2.3 The Client undertakes not to enter into any business relationship with persons or companies used by the Contractor to fulfill its contractual obligations during this contractual relationship and for a period of 18 months thereafter. In particular, the Client shall not engage these persons/companies for the same or similar consulting services that the Contractor also offers, unless expressly agreed otherwise in the project contract. - Client's duty to provide information / declaration of completeness
3.1 The Client shall ensure that the organizational framework allows for work to be carried out as smoothly and efficiently as possible.
3.2 The Client shall inform the Contractor comprehensively about previously conducted and/or ongoing consultations – including in other specialist areas.
3.3 The Client shall submit all documents required for the performance of the contract in a timely manner and inform the Contractor of all relevant events and circumstances. This also applies to circumstances that only become known during the performance of the work.
3.4 The Client shall inform its employees and any existing employee representatives (works council) in a timely manner about the Contractor’s activities. - Ensuring independence
4.1 The contracting parties undertake to be mutually loyal.
4.2 The contracting parties shall take all appropriate measures to prevent any threat to the independence of the persons working for the Contractor; this applies in particular to offers for employment or the assumption of orders by the Client. - Reporting / Reporting obligation
5.1 The Contractor shall report on the progress of the work.
5.2 Optional: At 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) after completion of the assignment.
5.3 The Contractor shall be free from instructions in the performance of the agreed work, acting at his own discretion and under his own responsibility. There is no obligation to a specific work location or fixed working hours. - Protection of intellectual property
6.1 The copyrights to works created by the Contractor (including its employees or commissioned third parties) (in particular offers, reports, analyses, expert opinions, organisational plans, programmes, service descriptions, drafts, drawings, data storage media, etc.) shall remain with the Contractor.
6.2 Works created exclusively for the Client may be used by the Client within the scope of its business activities without any temporal or geographical restrictions.
6.3 Software, methods, tools, or other resources that were not developed exclusively for the Client, but were already available to the Contractor prior to or independently of the project, remain the Contractor's intellectual property. Use by the Client is permitted only for the duration and within the scope of the project, unless expressly agreed otherwise in the project contract.
6.4 In the event of a breach of these provisions, the Contractor shall be entitled to prematurely terminate the contractual relationship and to assert statutory claims (injunction/damages). - Warranty
7.1 The Contractor is entitled and obliged to correct any inaccuracies and defects in its services that become known and to inform the Client thereof immediately.
7.2 Any claims of the Client arising from this shall expire 12 months after the respective service has been provided, unless expressly agreed otherwise. - Liability / Damages
8.1 The Contractor shall be liable for financial losses arising from IT services up to a maximum of EUR 500,000, for personal injury and other damages (property damage and financial loss), and for office risks up to a maximum of EUR 5,000,000 – in each case only in cases of gross negligence (intent or gross negligence). Liability for slight negligence is excluded unless expressly agreed otherwise. This applies accordingly to damages attributable to third parties engaged.
8.2 Claims for damages may only be asserted in court within 12 months of knowledge of the damage and the person causing the damage, but no later than 3 years after the event giving rise to the claim.
8.3 The Client shall bear the burden of proof that the damage was caused by the Contractor’s fault.
8.4 If the Contractor engages third parties and warranty and/or liability claims arise against these third parties as a result, the Contractor shall assign these claims to the Client; the Client shall assert them with priority against the third parties. - Confidentiality / Data Protection
9.1 The Contractor undertakes to maintain absolute confidentiality regarding all business matters of the Client that come to his knowledge.
9.2 The Contractor shall maintain confidentiality towards third parties regarding the content of the work and all related information and circumstances, in particular regarding data of the Client’s clients.
9.3 The obligation of confidentiality shall be fully extended to assistants and representatives employed by the Contractor; any breaches shall be attributed to them.
9.4 The obligation of confidentiality shall remain in force indefinitely beyond the end of the contract.
9.5 The Contractor is entitled to process personal data entrusted to it within the scope of the contractual relationship. The Client warrants that all necessary measures have been taken in accordance with applicable data protection laws, in particular the GDPR. - Fee
10.1 Upon completion of the agreed work, the Contractor shall receive a fee in accordance with the agreement between the parties. The Contractor shall be entitled to submit interim invoices and request proof of work in accordance with the progress of the work. The fee shall be due upon receipt of the invoice.
10.3 Any cash expenses, expenses, travel costs, etc. will be reimbursed additionally upon presentation of an invoice.
10.4 If the agreed work is not carried out for reasons attributable to the Client or due to a justified premature termination by the Contractor, the Contractor retains the right to compensation for the services rendered up to that point and reimbursement of any expenses incurred. Furthermore, the Contractor is entitled to claim a lump sum compensation for the loss caused by the delay, amounting to 30% of the agreed but not yet performed scope of services, unless expressly agreed otherwise in the project contract.
10.5 In the event of non-payment of due interim invoices, the Contractor shall be released from the obligation to provide further services until settlement. - Electronic invoicing
11.1 The Contractor is entitled to send invoices to the Client in electronic form in accordance with Section 14 of the German Value Added Tax Act (UStG). The Client expressly consents to electronic invoicing. - Duration of the contract
12.1 The contract generally ends upon completion of the project.
12.2 This Agreement may be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist, in particular, in the event of a material breach of duty or the initiation of insolvency proceedings against the assets of a party or their dismissal due to insufficient assets. - Final provisions
13.1 The parties confirm that they have provided all information conscientiously and truthfully and undertake to notify any changes immediately.
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 shall apply. Reference to foreign law under the principles of private international law (IPR) is excluded.
13.4 Amendments to the contract and these General Terms and Conditions must be made in writing. Oral ancillary agreements are not permitted. This also applies to amendments to this written form clause.
