Terms and Conditions

Section 1 Scope

These Terms and Conditions apply to all consulting services provided by Alexander Wipf, hereinafter referred to as the "Consultant".

Section 2 Contract Conclusion

1. Initial contact and offer: The contract process begins with an initial conversation to identify the Client's consulting needs. The Consultant then prepares a detailed offer describing the scope of services, objectives, timeline, expected outcomes, and fees. The offer remains binding for 30 days from the date of issue.
2. Confidentiality agreement (NDA): Before preparing an offer or during contract negotiations, a mutual confidentiality agreement (NDA) may be signed to protect confidential information. The Consultant is also prepared to accept or provide project-specific NDAs tailored to the requirements of the respective project.
3. Written confirmation: After receiving the offer, the Client confirms acceptance in writing by email. This confirmation, together with the Consultant's confirmation (which may include final adjustments), constitutes a binding contract.
4. Pre-project planning: For complex projects, a pre-project or planning phase may be agreed. During this phase, project details, including exact scope, schedule, and methodology, are defined jointly. The results are documented in a separate document that becomes part of the contract.
5. Flexibility clause: The contract may include clauses that allow adjustments to scope, timelines, or fees under pre-agreed conditions. This flexibility ensures the project can respond effectively to unforeseen challenges.
6. Right of withdrawal: A mutually agreed right of withdrawal allows either party to withdraw from the contract if essential framework conditions change prior to project start. The conditions for such withdrawal are specified in the contract.
7. Electronic signature: Contracts may be signed electronically, provided both parties accept this, to enable a fast and secure conclusion.

Section 3 Services

1. Scope of services: The Consultant provides consulting services in innovation and incubation strategy and related fields, such as brand strategy, product development, and CX strategy.
2. Deliverables: Specific services include qualitative and quantitative surveys, reports, strategic plans, audits, competitor analyses, value proposition workshops, etc. Deliverables are provided digitally or in person, as agreed.
3. Third parties: The Consultant may involve third parties to fulfill specific service components. This is done with careful selection and oversight to ensure quality and compliance with the agreed services.
4. General contractor role: The Consultant may act as a general contractor, coordinating and managing subcontractors required to deliver the agreed services. This simplifies communication and contractual relations, as the Client interacts solely with the Consultant as the central contact. Subcontractors are selected and commissioned based on the required expertise and reliability to meet the Client's standards and requirements.

Section 4 Term and Termination

1. Term:
   • Project-based contracts: For smaller projects under EUR 15,000, the project term is defined in the cost estimate (KV). These projects end upon completion of the agreed deliverables.
   • Framework agreements: For larger projects, or if considered appropriate by both parties, a framework agreement may be created to govern the general conditions of cooperation. The specific term and termination conditions are set individually in each framework agreement.
   • Retainer contracts: Retainer contracts are based on a monthly or multi-month basis and may be terminated at month-end or quarter-end. Discounted retainers may include fixed terms of up to 6 months.
2. Termination conditions:
   • Termination by the Client: The Client may terminate the contract with the notice period specified in the contract. In the event of early termination without good cause, the obligation to pay the agreed fees for the originally agreed term remains, less any expenses saved.
   • Termination by the Consultant: The Consultant may terminate the contract if the Client fails to meet cooperation obligations despite a reasonable deadline or if other serious reasons make continuation unreasonable.
3. Contract adjustments:
   • Adjustments to services: If project requirements change, a flexibility clause allows adjustments to scope, fees, or timelines, provided both parties agree.
   • Withdrawal due to changes: Both parties have the right to withdraw from the contract if material conditions change such that the original agreement is no longer feasible or reasonable. Such withdrawal must be declared in writing and requires mutual agreement regarding the settlement of outstanding services and payments.

Section 5 Fees

Compensation for the services provided by the Consultant is based on agreed daily or hourly rates specified in the cost estimate (KV) or contract. In exceptional cases, such as questionable creditworthiness of the Client or projects with high expenses, advance payments or deposits may be required. Standard payment terms provide for a 21-day payment period after invoicing. Travel expenses and outlays are invoiced separately by prior agreement with the Client. All services are documented through detailed time tracking, and the Consultant reserves the right to issue interim invoices at the end of each month based on services rendered to date, providing full transparency of time spent.

Section 6 Liability

The Consultant's liability for damages arising from the provision of consulting services is limited to intent and gross negligence. In cases of slight negligence, the Consultant is liable only for breach of essential contractual obligations (cardinal duties), and liability is limited to foreseeable, typical damages. There is no liability for indirect damages, in particular lost profit. Liability in connection with third-party services is limited to the careful selection and commissioning of such third parties. Claims for defects against the Consultant expire within one year from the statutory commencement of the limitation period; claims for damages based on intentional or grossly negligent breach of duty by the Consultant are excluded from this limitation.

Section 7 Confidentiality

The Consultant and the Client mutually undertake to treat all information obtained in the course of the contractual relationship as strictly confidential and not to disclose it to third parties. This confidentiality obligation survives the end of the contractual relationship. Upon request, specific confidentiality agreements (NDAs) can be concluded to suit the specific needs of the project.

Section 8 Client Cooperation Obligations

The Client's active cooperation is essential for the successful provision of consulting services. The Client undertakes to provide all necessary information, materials, and decisions in a timely manner and to participate in required meetings. Specific requirements are defined at the beginning of the project and specified in the contract. Delays caused by the Client's failure to fulfill these obligations release the Consultant from originally agreed deadlines and may result in an adjustment of fees.

Section 9 Copyright and Usage Rights

Only after full payment of all invoices does the Consultant transfer copyright and usage rights to the Client for the created works, including presentations, materials, workshop content, and recordings. Until full payment, rights remain with the Consultant. The Client is responsible for complying with all licensing obligations for third-party content unless expressly agreed otherwise. This transfer of rights is conditional on the Client not using the works for illegal purposes.

Section 10 Final Provisions

1. Changes to the terms: Amendments and additions to these Terms and Conditions must be made in writing. This also applies to waiving this written-form requirement.
2. Severability clause: Should any provisions of these Terms and Conditions be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, a regulation that comes closest to the intended economic purpose shall apply.
3. Governing law and jurisdiction: The law of the Federal Republic of Germany applies to the contractual relationship. The place of jurisdiction, insofar as legally permissible, is the Consultant's place of business.
4. Electronic communication: Electronic form (email) is recognized as equivalent to written form for communication under this contractual relationship.