Terms and Conditions

§ 1Scope

1. These Terms apply to all contracts between the Contractor and her clients for consulting and advisory support, workshops and trainings (on site or remote), talks and keynotes, and coaching.
2. For consumers within the meaning of Section 13 of the German Civil Code (BGB), the separate consumer information applies additionally and takes precedence.
3. Deviating or supplementary terms of the Client, in particular purchasing conditions, only become part of the contract if the Contractor expressly agrees to them in text form.
4. Individual agreements, in particular those in the offer, take precedence over these Terms.

§ 2Conclusion of contract

1. The Contractor’s offers are valid until the date stated therein, otherwise for 30 days from the date of the offer.
2. The contract is concluded when the Client accepts the offer in text form (e.g. by email) or the Contractor confirms an order in text form.

§ 3Services

1. The type and scope of the services are set out in the offer.
2. The Contractor provides her services as a service contract within the meaning of Sections 611 et seq. BGB. She owes the professional performance of the agreed activity, not a specific economic or organisational result.
3. The Contractor performs her services independently and is not subject to instructions regarding method, place and time of preparation.
4. The Contractor is entitled to involve qualified cooperation partners. She remains responsible to the Client for their services.
5. Services beyond the scope agreed in the offer are charged separately on a time and material basis at the agreed rates, unless otherwise agreed.

§ 4Fees and payment

1. The prices stated in the offer apply. All prices are subject to statutory VAT.
2. Time and material: Services are invoiced at the agreed daily or hourly rates, monthly in arrears for the previous month, with a record of activities. A daily rate covers 8 hours, a half-day rate up to 4 hours. Preparation and follow-up are charged as time spent, unless otherwise agreed in the offer.
3. Fixed price: The fixed price covers the services described in the offer. For orders of 1,500 euros net or more, 50% is invoiced upon placement of the order and 50% after the services have been performed; below that amount, invoicing takes place after the services have been performed.
4. Invoices are payable within 14 days of the invoice date without deduction.
5. If the Client is in default of payment, the statutory provisions apply. The Contractor may withhold further services until outstanding invoices have been settled.

§ 5Travel expenses and travel time

1. Travel expenses are charged separately at actual cost against receipts, in particular train journeys (2nd class), flights (economy), accommodation in reasonable mid-range hotels and journeys by private car at 0.50 euros per kilometre driven, in each case plus statutory VAT.
2. Travel time is generally covered by the agreed fee. For assignments abroad and for travel times of more than 5 hours per one-way journey, travel time is charged at 50% of the agreed hourly rate, unless otherwise agreed in the offer.
3. Deviating arrangements, e.g. travel expense flat rates, may be agreed in the offer.

§ 6Cancellation and rescheduling

1. If the Client cancels an agreed appointment, in particular workshops, trainings or talks, the following applies with regard to the fee agreed for that appointment: up to 30 calendar days before, free of charge; 29 to 14 calendar days before, 50%; less than 14 calendar days before, 100%.
2. Notwithstanding paragraph 1, a one-time free rescheduling is possible up to 14 calendar days before the appointment, provided the new date takes place within six months. For later rescheduling, paragraph 1 applies accordingly.
3. Travel expenses already incurred that cannot be cancelled will be reimbursed in any case.
4. The Client remains entitled to prove that no damage or less damage has occurred.
5. If the Contractor is unable to attend an appointment for good cause, e.g. illness, a replacement date will be agreed without delay. Further claims of the Client are excluded to the extent permitted by law.

§ 7Client’s duties to cooperate

1. The Client provides, in good time and free of charge:
   1. all information and documents required for the services, as well as a designated contact person,
   2. for on-site appointments, suitable rooms including the agreed equipment (e.g. projector or screen, Wi-Fi, facilitation materials),
   3. for remote appointments, the necessary access to communication and collaboration tools,
   4. the licences and access to AI and software tools required for exercises and use cases for all participants, as well as the necessary internal approvals, e.g. from IT, information security, data protection or the works council.
2. If the Client provides workshop materials as agreed, the Client shall receive the templates no later than 2 working days before the appointment.
3. If the Client fails to fulfil its duties to cooperate, or does so late or incompletely, any resulting delays and additional effort shall be borne by the Client. The agreed fee remains payable; additional effort is charged at the agreed rates.

§ 8Rights of use

1. All materials created or used by the Contractor, in particular presentations, handouts, templates, prompt collections, canvases and methods, are protected by copyright. All rights remain with the Contractor.
2. Upon full payment, the Client receives a simple, non-transferable right, unlimited in time, to use the materials for internal purposes and to share them with its own employees.
3. Without the Contractor’s prior consent in text form, it is not permitted in particular to publish or resell the materials, to pass them on to third parties outside the Client’s own organisation, or to use them for the Client’s own training or consulting offerings.
4. For work results created specifically for the Client, e.g. individual concepts or roadmaps, paragraph 2 applies accordingly. The Contractor remains entitled to continue using the general know-how gained and non-confidential, generalised content.

§ 9Liability

1. The Contractor is liable without limitation for intent and gross negligence, for injury to life, body or health, and under the German Product Liability Act.
2. In cases of slight negligence, the Contractor is only liable for breach of an essential contractual obligation, i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely. In this case, liability is limited to the foreseeable damage typical for the contract, but no more than twice the total agreed fee and at most 250,000 euros per incident.
3. The Contractor’s recommendations serve as a basis for decisions. The decision on their implementation and its consequences lies with the Client.
4. AI systems can produce incorrect, incomplete or legally problematic results. The Contractor is not liable for the functioning, availability and results of third-party AI and software tools. Reviewing and using AI results is the responsibility of the Client.
5. The above limitations of liability also apply in favour of the Contractor’s cooperation partners and vicarious agents.

§ 10Confidentiality and data protection

1. Both parties shall keep confidential all confidential information of the other party obtained in the course of the cooperation and use it only for the purposes of the assignment. This obligation continues after the end of the contract.
2. The parties comply with the applicable data protection regulations, in particular the GDPR. The Contractor processes personal data provided by the Client for the performance of the services, e.g. participant lists, exclusively for this purpose.
3. Where, in individual cases, personal data is processed on behalf of the Client, the parties shall conclude a separate agreement pursuant to Art. 28 GDPR.
4. The Client ensures that no personal or confidential data is used in exercises with AI tools without the corresponding internal approval.

§ 11References

The Contractor may name the Client as a reference with company name and logo, in particular on her website and in presentations. Content and results of the assignment are only published with consent. The Client may object to being named as a reference at any time in text form.

§ 12Term and termination

1. Contracts for individual appointments end once they have been carried out. The term of longer-term engagements is set out in the offer.
2. If no term has been agreed, either party may terminate with four weeks’ notice to the end of a month in text form. The right to extraordinary termination remains unaffected.
3. Services performed up to the end of the contract will be paid for; § 6 applies to appointments already agreed.

§ 13Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
2. If the Client is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is Dortmund.
3. Amendments and additions to the contract must be made in text form.
4. Should any provision of these Terms be invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the statutory provision.