General Terms and Conditions

These General Terms and Conditions (GTC) apply to all contracts between Tim Alexander Söther, SÖTHER, Giesebrechtstraße 5, 10629 Berlin (hereinafter “Consultant”), and his clients for advisory, conceptual and workshop services. They apply exclusively to entrepreneurs within the meaning of Section 14 BGB (German Civil Code), legal entities under public law and special funds under public law.
Deviating or supplementary terms of the client, in particular purchasing terms, only become part of the contract if the Consultant expressly agrees to them in text form.
In the event of contradictions, the following order of precedence applies: individual order (accepted offer), framework agreement, these GTC.

The Consultant’s offers are valid until the date stated in the offer. A contract is concluded when the offer is accepted in text form.
The scope of services is conclusively defined by the individual order and the associated service description. Services not mentioned there are not owed.
Changes to and extensions of the scope of services are agreed by means of a supplementary offer and remunerated at the agreed daily rate.
The free Outside View is a non-binding initial consultation. It does not establish any obligation to perform or any claim to remuneration.

The Consultant provides services within the meaning of Sections 611 et seq. BGB. No specific economic success is owed. Services under a contract for work are only owed if they are expressly designated as such in the individual order.
The Consultant determines the place, time and method of his work himself and is not integrated into the client's organisation. He only engages subcontractors with the client's consent in text form.

The client provides all information, documents and access required for the services in good time, names a fixed contact person and ensures that the relevant decision-makers are available on the agreed dates.
Feedback and approvals are given within five working days unless otherwise agreed.
Delays resulting from missing or late cooperation extend agreed deadlines accordingly. Any additional effort this causes is remunerated at the agreed daily rate.

The remuneration is set out in the individual order. All prices are net prices plus statutory VAT.
Fixed prices are invoiced 50 % upon commissioning and 50 % upon handover of the results. Retainers are invoiced monthly in advance, time-and-material services monthly in arrears on the basis of an activity record.
Invoices are payable without deduction within 14 days of the invoice date. After this period, the client is in default upon receipt of a reminder, but no later than 30 days after receipt of the invoice (Section 286 BGB).
Invoices are issued as electronic invoices.
The client may only set off claims that are undisputed or have been legally established.

Travel outside Berlin takes place after prior agreement. Train journeys (1st class), accommodation and additional subsistence costs are reimbursed at cost or as a flat rate in accordance with the individual order. Travel time is remunerated at 50 % of the daily rate unless otherwise agreed.
Other expenses, for example for rooms or materials, are reimbursed against proof after prior approval.

Agreed workshop and on-site appointments are binding. If the client cancels or postpones such an appointment, this is free of charge up to ten working days in advance. After that, 50 % and from three working days in advance 100 % of the remuneration attributable to the appointment becomes due. Travel costs already incurred are reimbursed.
If the Consultant is unable to attend an appointment for good cause, for example illness, the parties promptly agree on a replacement date.

Upon full payment, the client receives a simple right of use to the work results, unlimited in time and place, for the purpose agreed in the individual order. This includes the right to edit the results and pass them on to service providers who implement them for the client. Further rights are agreed separately.
Until full payment, the client may only use the results for review and coordination purposes.
The Consultant's methods, tools, templates and general know-how remain unaffected and may continue to be used by him without disclosing the client's confidential information.

The Consultant only names the client as a reference with the client's consent in text form. The content of case studies is submitted for approval before publication.

The Consultant is liable without limitation for intent and gross negligence, for injury to life, body or health and under the Product Liability Act.
In the case of slight negligence, the Consultant is only liable for the breach of material contractual obligations, limited to the damage typically foreseeable under the contract and capped at the remuneration of the individual order concerned.
The decision on whether and how recommendations are implemented lies with the client. The Consultant does not provide legal advice; the client arranges for the results to be checked under trademark, competition and copyright law. The Consultant points out any recognisable risks.
Claims against the Consultant become time-barred one year after the start of the statutory limitation period, with the exception of claims under clause 10.1.

Individual orders end when the agreed services have been provided. Retainers run for the minimum term stated in the individual order and can then be terminated with one month's notice to the end of a month.
If the client terminates a fixed-price order before its completion, the services provided up to that point are remunerated on a time-and-material basis, but at least in the amount of the first instalment.
The right to extraordinary termination for good cause remains unaffected.

Amendments and additions must be made in text form.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
The place of performance is Berlin. If the client is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is Berlin; the Consultant may also sue the client at the client's general place of jurisdiction.
Should any provision of these GTC be invalid, the validity of the remaining provisions remains unaffected.