1. Scope of Application

1.1 These General Terms and Conditions (hereinafter "Terms") apply to all contracts, services, and business relationships between Xentra Consulting, represented by Andreas Romberg, Hamburger Straße 180, 22083 Hamburg, Germany (hereinafter referred to as "Consultant"), and business clients (hereinafter referred to as "Client").
1.2 The Consultant exclusively provides services to business clients (§ 14 BGB) and does not engage with private consumers (§ 13 BGB).
1.3 Any deviations from these Terms are only valid if expressly agreed upon in writing. Any terms proposed by the Client that conflict with or deviate from these Terms are hereby rejected unless the Consultant explicitly accepts them in writing.

2. Services Provided

2.1 The Consultant offers professional consulting services, including but not limited to:

• External and internal perception audits

• Business strategy development

• AI-driven business optimization

• Executive coaching

• Competitor analysis and market positioning

• Customer experience enhancement

• Process optimization and change management

• Other related services, as specifically agreed with clients in writing on a case-by-case basis

2.2 The Consultant’s role is to accompany and facilitate the Client’s internal decision-making and strategic processes. Unless expressly stated and agreed upon in writing, the Consultant shall not be held liable for any specific business outcomes, results, or performance improvements, whether implied or explicitly stated. The Consultant provides expert guidance and strategic recommendations based on the information and cooperation provided by the Client; however, the Client retains full responsibility for implementing and executing the strategies or recommendations developed in the course of the engagement, as well as for their results and outcomes.

2.3 Any statements made by the Consultant regarding potential business outcomes or results are non-binding estimates based on the Consultant's professional judgment and market experience. Such statements do not constitute a guarantee of performance or success.

3. Client Obligations

3.1 The Client agrees to provide the Consultant with all necessary information, access, and cooperation required for the fulfillment of the contract.
3.2 The Client agrees to comply with reasonable requests from the Consultant and to promptly communicate any material changes affecting the project or service scope.

4. Fees and Payment Terms

4.1 Fees for the Consultant’s services are determined based on the agreed contract terms or fee schedule.
4.2 Payments are due 14 days from the date of invoice, unless otherwise agreed in writing.
4.3 In the event of late payment, the Consultant reserves the right to charge interest at the statutory rate under § 288 BGB.
4.4 The Client shall bear any bank fees, transaction costs, or currency conversion charges related to the payment.

5. Cancellation and Termination

5.1 Either party may terminate the contract with 60 days’ written notice unless otherwise stated in the contract.
5.2 In the event of termination, the Client agrees to compensate the Consultant for all work performed up to the termination date, including any non-cancellable commitments made on behalf of the Client.
5.3 The Consultant may terminate the contract without notice if the Client breaches any material term of the contract or fails to make payment after a reasonable cure period of 14 days.

6. Liability and Indemnification

6.1 The Consultant’s liability is limited to cases of intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit).
6.2 The Consultant’s liability for ordinary negligence is excluded, except in cases of injury to life, body, or health, or for breaches of essential contractual obligations (Kardinalpflichten). In such cases, liability is limited to the foreseeable damages typical for this type of contract.
6.3 The Consultant is not liable for consequential damages, indirect damages, or loss of profits unless caused by intentional misconduct or gross negligence.
6.4 The Client agrees to indemnify and hold the Consultant harmless from any third-party claims arising from the Client’s breach of contract or misuse of the Consultant’s deliverables.

7. Confidentiality and Data Protection

7.1 Both parties agree to treat all confidential information exchanged in the course of the contract as strictly confidential.
7.2 The Consultant shall process any personal data in accordance with the EU General Data Protection Regulation (GDPR) and applicable German data protection laws.
7.3 The Consultant shall not disclose any confidential information to third parties without the Client’s prior written consent.

8. Intellectual Property and Confidentiality of Research

8.1 All intellectual property created by the Consultant in the course of the contract — including but not limited to reports, frameworks, strategies, AI insights, data sets, findings, and recommendations — remains the sole property of the Consultant unless otherwise agreed upon in writing. This includes any information, knowledge, and content generated through and from interviews, employee or stakeholder feedback, and other forms of research or data collection carried out in the course of providing the services.

8.2 The Client is granted a non-exclusive, non-transferable license to use the deliverables for internal business purposes only, unless expressly stated otherwise in the contract.

8.3 Confidentiality and Ownership of Research Data
The Client acknowledges, accepts, and agrees that any information obtained by the Consultant through interviews, research, stakeholder feedback, or other data collection methods shall remain the exclusive property of the Consultant and shall be treated as strictly confidential. This includes but is not limited to:

• Audio recordings

• Transcripts

• Summaries and notes

• Internal analysis and thematic clustering

The Client shall have no right to request, access, or retain this data unless expressly agreed in writing. This provision is designed to protect the confidentiality of interviewees and other data sources, ensuring that information provided to the Consultant remains protected from retaliation or misuse by the Client.

8.4 Any AI-generated content or insights produced in the course of the contract shall remain the exclusive property of the Consultant.

9. Force Majeure

9.1 Neither party shall be liable for any delay or failure to perform due to events beyond their reasonable control (e.g., natural disasters, government actions, war, strikes).
9.2 If a force majeure event continues for more than 60 days, either party may terminate the contract without liability.

10. Dispute Resolution and Governing Law

10.1 This contract is governed by the laws of the Federal Republic of Germany, excluding its conflict of law provisions.
10.2 All disputes shall be resolved through arbitration in Hamburg, Germany, in accordance with the rules of the German Institution of Arbitration (DIS). The language of the arbitration shall be German.
10.3 If arbitration fails, disputes shall be subject to the exclusive jurisdiction of the courts in Hamburg, Germany.

11. Language and Precedence

11.1 In the event of any conflict between the German and English versions of these Terms, the German version shall take precedence unless expressly stated otherwise in writing.

12. Entire Agreement

12.1 These Terms constitute the entire agreement between the parties and supersede all prior discussions, agreements, and understandings of any kind (whether written or oral) relating to the subject matter.

13. Severability

13.1 If any provision of these Terms is found to be invalid, the remaining provisions shall remain in full force and effect.