§ 1 Scope

These General Terms and Conditions (GTC) apply to all contracts for services in the field of systemic organisational consultancy, change consultancy, facilitation, team development and facilitation (hereinafter referred to as ‘Services’) between the systemic consultant Birthe Meyer (sumito consult) – hereinafter referred to as the ‘Service Provider’ – and the client (hereinafter referred to as the ‘Client’). This also includes short-term consultancy formats such as one-to-one sessions and reflection sessions, which may be utilised on an individual basis or as part of ongoing consultancy relationships.

 

They apply to companies within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

 

Where individual contractual provisions exist that deviate from or contradict these General Terms and Conditions, the individual contractual provisions shall take precedence. Any deviating terms and conditions of the Client shall only form part of the contract if this has been expressly agreed in writing. Silence shall not be deemed to constitute consent.

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§ 2 Subject Matter of the Contract & Scope of Services

The subject matter of the contract is the consultancy, facilitation or mediation work specified in the quotation – but not the achievement of a specific commercial outcome. The services shall be deemed to have been performed once the agreed analyses, reflections, recommendations for action or processes have been carried out and explained to the Client. The implementation of recommendations is the sole responsibility of the client.

The service provider is entitled, in consultation with the client, to engage qualified subcontractors or external experts for the fulfilment of the contract, but remains the sole contractual partner. At the client’s request, information on the progress of the assignment will be provided at any time, or a written report will be submitted upon completion.

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§ 3 Legal status of the service provider

The service provider renders services as a self-employed entrepreneur. An employment contract is not intended by the parties and shall not be established. The Service Provider is solely responsible for social security contributions and tax matters and indemnifies the Client against any related obligations. The Service Provider is free to work for other clients as well.​

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§ 4 Conclusion of Contract & Offers

The contract is concluded upon the Service Provider’s written offer and the Client’s written acceptance thereof. A separate contract document is not required for this purpose – acceptance of an offer by email or in any other digital or written form is sufficient. The Client is bound by a placed order for two weeks.

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The written form requirement within the meaning of these General Terms and Conditions is also deemed to have been met if offers, orders, confirmations and other contract-related declarations are transmitted electronically – in particular by email.

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The contract commences on the date specified in the offer; if no date is specified there, it commences on the date the client places the order. The exact scope of services is set out in the offer.

Verbal side agreements must be confirmed in writing.

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§ 5 Term of the Contract & Termination

The contract shall commence and end on the dates agreed on a case-by-case basis. Ordinary termination is possible subject to a notice period of 4 weeks. Services already rendered and expenses incurred shall be paid on a pro rata basis. The right of either party to terminate the contract without notice for good cause remains unaffected. Good cause shall be deemed to exist, in particular, if the client is in arrears with two consecutive due payments and fails to pay after the expiry of a reasonable grace period, or if the client experiences a deterioration in their financial circumstances (insolvency, bankruptcy) after the conclusion of the contract.

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§ 6 Provision of Services & Obligations to Cooperate

The services shall be provided in accordance with current best practice in consultancy and facilitation. The venue, scope and format (face-to-face, online, hybrid) shall be specified in the quotation. The service provider shall keep the client informed of the progress of the service provision at appropriate intervals. If it is not possible to fulfil an order, the client shall be informed without delay.

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Adherence to dates and deadlines is conditional upon the timely receipt of all information and documents to be provided by the client, as well as the fulfilment of their obligations to cooperate.

The client’s obligations to cooperate: The client shall provide the equipment and premises necessary for the provision of services. Furthermore, the client shall grant the service provider timely access to all necessary information, documents and resources. The client shall appoint a designated contact person and a deputy who are authorised to make, or promptly arrange for, all decisions relating to the provision of services. The client shall ensure that relevant staff attend agreed workshops or meetings. Should the Client fail to provide the necessary cooperation, any deadlines for performance shall be extended accordingly; the Client shall bear any additional costs incurred.

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Cancellation of appointments: Any postponement or cancellation of an appointment must be notified in writing no later than 5 working days before the agreed date. In the event of cancellation within 5 working days, the service provider may charge 50 per cent of the agreed fee; in the event of cancellation within 24 hours, 100 per cent.

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Changes to the scope of services: Either party may request changes to the agreed scope of services in writing. The service provider shall assess whether and under what conditions the change is feasible and shall communicate the outcome without delay. Any additional work arising from subsequent changes shall be remunerated separately. Agreed changes shall be recorded in writing.

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§ 7 Remuneration & Terms of Payment

Remuneration shall be based on time spent (hourly or daily rate) or as a fixed price in accordance with the quotation. The time estimates stated in the quotation are ‘up to’ figures and will be invoiced on the basis of the work actually carried out. All prices are exclusive of statutory VAT, where applicable. Travel costs, travel time and expenses shall be invoiced separately on the basis of actual expenditure and subject to prior agreement. No cash discounts shall be granted.

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Payment terms: Invoices are payable in full within 30 days of the invoice date, unless a different term has been agreed in the quotation. The invoice may be issued in electronic form. In the event of

late payment, the service provider is entitled to charge interest on arrears at a rate of 9% above the base rate per annum, as well as reminder fees.

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Instalment payments: For projects or contracts with a total value of more than €5,000 net or a duration of more than three months, a deposit or instalment payments are due as follows:

• 20% of the agreed fee upon placement of the order/before commencement of services

• Every two months from the start of the contract: invoicing for time spent up to that point and any travel expenses​
   

Any deviating provisions may be set out in writing in the quotation.

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§ 8 Confidentiality, Data Protection & Use of AI Tools

The Service Provider undertakes to treat all information made available within the scope of the contract as confidential. Personal data shall be processed in accordance with the applicable data protection regulations. The obligation of confidentiality does not apply to information that is already in the public domain or that has come into the Service Provider’s possession independently.

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To improve efficiency and ensure quality, the Service Provider uses selected AI-supported tools – in particular for the transcription of conversations and meetings, as well as for structured data processing. The use of these tools is exclusively anonymised: personal data is removed or pseudonymised before being transferred to AI systems.

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AI tools used

• Perplexity AI: Used for AI-supported research and information processing. Operator: Perplexity AI, Inc. (USA). Data transfers to third countries are based on Standard Contractual Clauses (SCCs) in accordance with Article 46(2)(c) of the GDPR. No personal data of third parties is entered. Privacy policy: perplexity.ai/hub/legal/privacy-policy
   

• Jamie (jamie.ai): Used for the automated transcription and summarisation of meetings and workshops. Operator: Jamie GmbH (Germany). Data processing takes place on EU servers and is GDPR-compliant. Legal basis: Article 6(1)(f) of the GDPR (legitimate interest). Participants are informed about the transcription at the start of recorded sessions. Privacy policy: jamie.ai/privacy
   

• Claude (Anthropic): Used for AI-assisted word processing, structuring content and document creation. Operator: Anthropic, PBC (USA). Data transfer based on Standard Contractual Clauses (SCCs) in accordance with Article 46(2)(c) of the GDPR. Data transmitted via the API is not used by Anthropic for model training. No personal data of third parties is entered. Privacy policy: anthropic.com/legal/privacy

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Data subjects’ rights & data processing on behalf of a controller: The client and participants have the right to be informed about the tools used and to object to processing. Where the client’s personal data is processed, the service provider shall enter into a data processing agreement (DPA) in accordance with Article 28 of the GDPR.

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§ 9 Duty of loyalty

The parties undertake to act in good faith towards one another and to inform each other without delay of any circumstances that may significantly affect the collaboration.

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§ 10 Protection of intellectual property

All concepts, methods and documentation developed in the course of the consultancy are protected by copyright and may only be used by the client for their own purposes. Disclosure to third parties or commercial use is permitted only with the express consent of the service provider.

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§ 11 Force majeure

Events of force majeure which significantly impede or render impossible the performance of the contract (e.g. natural disasters, pandemics, war, official orders) shall release the service provider from its obligation to perform for the duration of the hindrance. In such cases, services already rendered and expenses incurred in vain shall be remunerated on a pro rata basis. If the hindrance lasts for more than 3 months, either party is entitled to terminate the contract with immediate effect.

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§ 12 Liability

The Service Provider shall provide the services on the basis of the information, data and documents provided by the Client. It is the Client’s responsibility to draw the necessary conclusions and make the necessary decisions on the basis of the advice provided. In particular, the Service Provider shall not be liable for the implementation of recommendations or for any financial results achieved. If the advice is based on unclear, incorrect, incomplete or misleading information provided by the Client, the Service Provider shall not be liable.

The service provider shall not be liable for services provided late, in part or not at all, insofar as this results directly or indirectly from events beyond its control – in particular in the event of a breach of the client’s duty to cooperate or in cases of force majeure.

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The Service Provider shall be liable, subject to a limitation to foreseeable damage typical of the contract, for damage arising from a breach of essential contractual obligations due to simple negligence. Essential contractual obligations are those whose fulfilment characterises the contract and on which the Client may rely. Liability arising from simple negligence in the event of a breach of non-essential contractual obligations is excluded. Liability is limited per claim to the net value of the relevant order. The service provider shall only be liable for indirect or consequential damages if and to the extent that such damages are typical of the contract and were foreseeable at the time the contract was concluded.

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The limitations of liability do not apply to damages arising from gross negligence or wilful misconduct, nor in cases of mandatory statutory liability (in particular under the Product Liability Act). The same applies to damages resulting from injury to life, limb or health, where the service provider is responsible for the breach of duty. A breach of duty by the service provider shall be deemed equivalent to a breach by its legal representatives or vicarious agents.

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Claims for damages must be notified to the service provider in writing within 3 months of the discovery of the circumstances giving rise to the damage. Claims for damages arising from breaches of duty shall become time-barred 24 months after the statutory limitation period begins, unless shorter periods apply by law.

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§ 13 Citation as a Reference

The Service Provider is entitled to cite the collaboration with the Client as a reference. The Client may object to such use in writing within four weeks of the commencement of the contractual relationship.

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§ 14 Final Provisions

The law of the Federal Republic of Germany shall apply. The place of jurisdiction for all disputes shall be, to the extent permitted by law, the Service Provider’s registered office. Should any individual provision of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions; the invalid provision shall be replaced by one that most closely approximates the economic purpose. Amendments and additions must be made in writing.