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General Terms and Conditions

Scope of application

  1. The following General Terms and Conditions apply to all legal transactions between Thomas Liller Coaching & Consulting LLC, hereinafter referred to as the "Contractor", and its contractual partner, hereinafter referred to as the "Client". Deviating general terms and conditions of the Client shall not apply.
  2. The Contractor provides services in the field of start-up and management consulting, in particular strategy and marketing consulting. Furthermore, executive, leadership, personal, team and group coaching is offered.
  3. The services offered by Thomas Liller Coaching & Consulting LLC are primarily aimed at entrepreneurs, not consumers. An entrepreneur can be a natural or legal person or a partnership with legal capacity that, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity within the meaning of Section 14 of the German Civil Code (BGB).1
  4. The contractual relationships between the contractor and the client are exclusively service contracts, the subject matter of which results from the publicly accessible offers.
1.) Further clarification at: https://www.it-recht-kanzlei.de/verbraucher-unternehmer.html

Scope of services and reporting obligation

  1. The more detailed description of the services to be provided is set out in the offer, which is described on the homepage (www.thomasliller.com) or other websites or documents, e.g. in presentations.
  2. The Contractor's services shall be deemed to have been rendered when the services described in the offer have been fulfilled. It is irrelevant whether or when the conclusions or recommendations of the Contractor are implemented by the Client.
  3. Events of force majeure that make performance significantly more difficult or temporarily impossible, or hindrances due to a lack of cooperation on the part of the Client, shall entitle the Contractor to postpone the performance of its service for the duration of the hindrance and a reasonable start-up period. Labor disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable and serious. The parties shall inform each other immediately of the occurrence of such circumstances.
  4. At the request of the Client, the Contractor shall provide information on the status of the execution of the order.
  5. The order shall be executed in accordance with the principles of proper professional practice.
  6. The Contractor shall be entitled to use the services of experts to carry out the order.

Employees and subcontractors

  1. The Contractor may use employees or subcontractors for the provision of certain services as long as they fulfill the necessary requirements.
  2. The Contractor is obliged to treat as confidential all facts that become known to it in connection with its work for the Client, in particular information about the Client's business and trade secrets.
  3. The Contractor may only hand over reports and recommendations relating to the order and the Client to third parties with the consent of the Client. The duty of confidentiality shall continue to exist beyond the termination of the order and shall extend to all employees and subcontractors of the Contractor.

Changes to the order

  1. Changes and additions to the order must be made in writing.
  2. As long as the changes have not been recorded in writing, the Contractor shall carry out the work without taking the change requests into account.
  3. The Contractor shall be obliged to take account of the Client's requests for changes insofar as this is reasonable within the scope of its operational capacities, in particular with regard to expenditure and scheduling. Any additional costs incurred as a result shall be remunerated in accordance with Section 5.5. of these General Terms and Conditions.

Remuneration

  1. The remuneration specified in the offer or contract shall apply.
  2. Payments are due immediately and without any deductions in advance, unless otherwise agreed in the contract.
  3. If the client changes or cancels orders, work, plans, and the like, or changes the conditions for the provision of services, they shall reimburse the contractor for all costs incurred as a result and indemnify the contractor against all liabilities to third parties.
  4. If the client withdraws from the contract before the order is processed, the contractor may demand a reasonable portion of the agreed fee as a cancellation fee.
  5. All amounts payable are subject to the applicable statutory value added tax, unless the contractor is an entrepreneur—in which case the reverse charge procedure applies—or is exempt from reporting value added tax (§ 19 UStG) or the service is exempt from value added tax.
  6. External costs, expenses, and out-of-pocket expenses shall be reimbursed to the contractor separately upon presentation of the relevant receipts.

Obligations of the client to cooperate

  1. The Client undertakes to support the Contractor in the execution of the order to the best of its ability, in particular to provide it with all documents required for the execution of the order in good time, even without a special request, and to share all relevant information about processes and circumstances. This also applies to documents, processes and circumstances that only become known during the Contractor's work.
  2. The client also undertakes to provide all information truthfully.
  3. At the Contractor's request, the Client shall confirm in writing the accuracy and completeness of the documents submitted by it as well as its information and verbal statements.
  4. The Client shall only involve or commission other service providers in connection with this order in agreement with the Contractor.
  5. The client undertakes not to employ or commission any employees or freelancers or former employees or freelancers of the contractor in connection with the execution of the order before 24 months after the end of the cooperation without the written consent of the contractor.

Warranty

  1. The Contractor shall carry out all work with the utmost care and in compliance with general industry-specific principles and generally recognized business management principles. All recommendations and forecasts shall be made to the best of the Contractor's knowledge and belief; the Contractor shall not assume any warranty for the content of such recommendations and forecasts.
  2. If the Contractor's performance is defective, the Client shall be entitled to rectification. He may initially demand rectification. If the defect cannot be remedied by repeated rectification, the client shall be entitled to withdraw from the contract with regard to the defective service or to demand a reasonable reduction in the remuneration. A claim for compensation for costs incurred for the production of a proper service is excluded for both parties. Section 8 shall apply to any further claims for damages.
  3. Obvious inaccuracies (typing errors, calculation errors, formal errors, etc.) in notes, protocols, calculations, etc. can be corrected by the client at any time, also vis-à-vis third parties. However, a claim for rectification of such obvious defects is excluded if they are not reported to the contractor immediately after becoming known.
  4. The claim for rectification of defects must be asserted by the Client in writing without delay. Any resulting claims shall lapse six months after completion of the work.

Liability of the contractor

  1. The Contractor shall only be liable for damages caused intentionally or through gross negligence by the Contractor or its vicarious agents.
  2. Liability for slight or simple negligence shall only exist in the event of a breach of material contractual obligations. In this case, liability is limited to damages typical for comparable transactions of this type that were foreseeable when the contract was concluded or, at the latest, when the breach of duty was committed. Liability for damages not typical of the contract is excluded.
  3. The Client's contractual claims for damages against the Contractor shall become time-barred 2 years after the claim arises.

Confidentiality and data protection

  1. The Contractor undertakes to treat as strictly confidential for an unlimited period of time all knowledge that it obtains on the basis of this order, in particular with regard to company data, balance sheets, plans, documents and the like, and to impose the same obligation of absolute confidentiality on both its employees and third parties that it consults.
  2. The client agrees that the contents of the contract and services provided under this contract may be stored and processed electronically by the contractor in compliance with data protection regulations. Both parties to the contract undertake not to forward any electronically stored or other data to third parties.

Protection of intellectual property

  1. The designs, reports, plans, drafts, lists and calculations produced by the Contractor may only be used for the Client's own purposes or the contractually agreed purposes.
  2. Any non-contractual use of these services, in particular their publication, requires the Contractor's prior written consent. This shall also apply if the service rendered is not subject to special statutory rights, in particular copyright.
  3. Insofar as copyrights have arisen in the work results, these shall remain with the Contractor. The Client shall receive an irrevocable, unrestricted, exclusive and non-transferable right to use the work results.
  4. In the event of a breach of the provisions of Clauses 9.1 to 9.3, the Contractor shall be entitled to an additional fee in an amount appropriate to the circumstances.

Contract duration and notice periods

  1. The term of the contract covers the period until the services described in the offer have been provided in full.
  2. A period of notice exists only prior to the provision of the service and in serious cases during the provision of the service (see BGB § 626 - Termination without notice for good cause - or BGB § 627 - Termination without notice in the event of a position of trust).
  3. The client may cancel the order free of charge up to fourteen (14) days prior to the provision of the service. Thereafter, a cancellation fee of five (5) percent of the order value shall be retained.
  4. Cancellations must be made in writing to be effective. Reasons must be given when applying § 626 or 627 BGB.

Default of acceptance and failure to cooperate

  1. If the Client is in default of acceptance of the services offered by the Contractor or if the Client fails to cooperate as required despite a reminder and deadline set by the Contractor, the Contractor shall be entitled to terminate the contract without notice.
  2. The Contractor shall retain the right to compensation for the additional expenses incurred as a result of the delay as well as the damage incurred. This shall also apply if the Client does not exercise its right of termination.

Right of retention and retention of documents

  1. The Contractor shall have a right of retention to the documents provided to it until its claims have been settled in full.
  2. After settlement of its claims under the contract, the Contractor shall return all documents which the Client or a third party has handed over to it in connection with the execution of the order. This shall not apply to correspondence between the parties or simple copies of reports, organization charts, drawings, lists, calculations, etc. produced within the scope of the order, provided that the client has received the originals.
  3. The Contractor's obligation to retain the documents shall expire upon termination of the contractual relationship or six months after delivery of the written request for collection. In the case of documents retained in accordance with clause 13.1, five years after termination of the contractual relationship.

Confidentiality

  1. The Contractor undertakes, even after the end of the service or consultancy contract, to maintain confidentiality about all information that becomes known to it in connection with its work for the Client, regardless of whether this concerns the Client itself or its business relations, unless the Client releases it from this confidentiality obligation.
  2. The Contractor undertakes to store the business and operating documents handed over carefully and to protect them from inspection by third parties and to return them on request.
  3. The Client undertakes to maintain absolute confidentiality vis-à-vis the Contractor with regard to procedures, possibilities and services vis-à-vis third parties, except when recommending the Contractor's services to others.

Data protection

  1. The contractor is obliged to process or have processed personal data entrusted to it only within the scope of its activities in connection with this contract.
  2. The data must be deleted immediately after termination of the contract.
  3. If the involvement of third parties becomes necessary, the contractor must impose the same obligations on the third party accordingly.

AI-powered consulting services

§ 1 Use of AI-Supported Tools

  1. The Contractor is authorized to use AI-supported tools for the preparation, performance, and follow-up of the agreed-upon consulting services. This may include, in particular, the structuring, summarization, analysis, and processing of information; the development of ideas and concepts; research support; and the creation and linguistic revision of drafts.
  2. AI systems are used exclusively for support purposes. The Contractor is responsible for the professional evaluation, selection, adaptation, and approval of the consulting services and work results. Decisions with legal or comparably significant effects on natural persons are not made exclusively through automated AI processes.
  3. The contractor does not use AI for automated personnel or recruiting decisions, social scoring, impermissible manipulative practices, biometric categorization, or emotion recognition.

§ 2 Handling of Information and Confidentiality

  1. The parties shall comply with the principle of data minimization. The Contractor shall process in external AI systems only information that is necessary for the respective consulting purpose.
  2. To the extent possible and appropriate, information shall be anonymized, pseudonymized, or abstracted prior to external AI processing. Specific metrics may be replaced by ranges, orders of magnitude, or indices.
  3. In particular, without prior written authorization from the Client, no passwords, API keys, access credentials, complete customer databases, complete contracts, unredacted highly sensitive financial or transaction documents, special categories of personal data, or confidential information of third parties for which there is no authorization to disclose shall be entered into external AI systems.
  4. Trade secrets may be the subject of the consultation. External AI processing shall only take place to the extent that the Client is authorized to do so, has previously approved the processing in writing, and the information has been reduced to the necessary minimum or abstracted.
  5. The client warrants that they are authorized to disclose the information provided and that they are not infringing on any third-party rights or contractual confidentiality obligations.

§ 3 AI-Assisted Meeting Documentation

  1. Recording, transcription, or AI-assisted summarization of meetings shall take place only after all actual participants have been informed in advance and only if the necessary legal basis exists in each case.
  2. The client shall inform participants invited by the client of the intended recording in a timely manner before the meeting begins. If a participant objects before the meeting begins, no recording will be made; the parties may agree to manual documentation.
  3. Recordings and transcripts will be deleted 365 days after the respective meeting, unless a statutory retention requirement or a specifically documented consulting purpose requires longer storage.
For conversations in which health data, mental health issues, therapeutic content, or other particularly sensitive personal data are expected to be discussed, no recordings or AI transcriptions will be made unless separate, explicit consent is obtained on a case-by-case basis.

§ 4 AI-Generated Content and Responsibility

  1. AI-generated content may be inaccurate, incomplete, biased, or out of date. The Contractor shall appropriately review AI-generated content for plausibility and professional usability before disseminating it.
  2. The Client remains responsible for its own operational, strategic, legal, tax, financial, and personnel decisions, unless expressly agreed otherwise.
  3. AI-generated content does not constitute legal, tax, financial investment, medical, or psychotherapeutic advice.

§ 5 Client Access to AI Applications

  1. If, pursuant to a separate agreement, the Client is granted access to an AI platform or AI-supported application, such use shall be at the Client’s own risk and only to the extent agreed upon.
  2. The Client may not enter any data for which there is no authorization to process or disclose. In particular, no login credentials, complete datasets, special categories of personal data, or confidential information belonging to third parties may be entered without the appropriate authorization.
  3. AI outputs must be independently and professionally reviewed before any business or other decisions are made. Supplementary terms of use and privacy notices for the specific application remain unaffected.

Final provisions

  1. The client is not entitled to assign its claims arising from the contract.
  2. Offsetting or the assertion of a right of retention by the client is only permitted with recognized or legally established counterclaims.
  3. Amendments and supplements to these terms and conditions or the contract must be made in writing and must be expressly identified as such.
  4. The law of the Federal Republic of Germany shall apply.
  5. The Contractor follows the following code of conduct without obligation: ICF Code of Ethics. The Code of Conduct can be accessed electronically at the following URL: www.coachfederation.com
  6. The invalidity of any provision of these GTC shall not affect the validity of the remaining provisions.
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