Terms and Conditions

Last updated: 21 April 2026

Note: This English version is a courtesy translation. The legally binding version is the German version.

§ 1 Scope

(1) These Terms and Conditions apply to all contracts between Fluxward Consulting GbR, represented by the partners David Rofall and Frederic Baltes (the "Contractor"), and the client (the "Customer") concerning consulting, workshop, implementation, automation, and training services.

(2) Deviating, conflicting, or supplementary terms of the Customer become part of the contract only if the Contractor expressly agrees to them in text form.

(3) These Terms and Conditions apply only to entrepreneurs within the meaning of § 14 BGB.

(4) Public website content, free orientation calls, contact requests, webinar registrations, and other non-binding first contacts are not offers to conclude a contract with consumers and do not by themselves create a contractual relationship.

(5) Individual contracts or service descriptions take precedence where they contain differing provisions.

§ 2 Subject Matter of Services

(1) The type, scope, and content of the services are defined by the individual offer, order confirmation, or separate statement of work.

(2) The Contractor owes professionally sound consulting based on its current knowledge. A specific economic result is not owed unless explicitly agreed as a work result.

(3) Where expressly agreed work results with defined acceptance criteria are agreed, work-contract elements may apply.

(4) The Contractor acts as an independent entrepreneur and not as an employee of the Customer.

§ 3 Offers and Formation of Contract

(1) Offers are non-binding unless expressly marked as binding.

(2) A contract is formed through signature of a contract, through an order confirmation issued by Fluxward, or through mutual execution of a service description. Starting work by mutual agreement may indicate contract formation if the essential terms were agreed in text form in advance.

(3) Website content, appointment requests, contact forms, free orientation calls, and similar coordination steps serve orientation and pre-contractual clarification only. They do not replace a binding offer or acceptance.

(4) There are no oral side agreements.

§ 4 Customer Cooperation

(1) The Customer shall name a contact person for subject-matter questions and approvals.

(2) The Customer shall provide all required information, documents, access credentials, and systems in due time.

(3) Delays caused by missing cooperation are not attributable to the Contractor. Additional effort resulting from such delay must be remunerated separately.

§ 5 Fees and Payment

(1) Compensation is based on the individual offer.

(2) All prices are exclusive of statutory VAT.

(3) Invoices are due within 14 calendar days from the invoice date unless agreed otherwise.

(4) Time-based work is billed in 15-minute units based on actual effort.

(5) If the Customer defaults on payment, the Contractor may charge default interest in accordance with § 288(2) BGB.

(6) Set-off and retention rights exist only with respect to undisputed or finally adjudicated claims.

(7) Invoices are issued electronically.

(8) Where the Contractor explicitly enables online reservation for selected workshop slots, it may require an immediately due deposit through a payment provider, currently Stripe. The remaining amount is invoiced separately unless agreed otherwise.

§ 6 Workshop Cancellations and Rescheduling

(1) If the Customer cancels a binding workshop date, the following cancellation charges apply:

• (a) cancellation up to 10 business days before the date: free of charge
• (b) cancellation 9 to 5 business days before the date: 50% of the agreed fee
• (c) cancellation fewer than 5 business days before the date or no-show: 100% of the agreed fee

(2) The Customer may prove that no damage or only lower damage occurred.

(3) The Customer may nominate a substitute participant at any time free of charge instead of cancelling.

(4) If both parties agree on a replacement date within 30 calendar days, no cancellation fee is charged. One free rescheduling is possible per workshop.

(5) Deposits already paid are credited against the total fee. In the event of a chargeable cancellation, the deposit may be retained in whole or in part to the extent permitted by the agreed or statutory compensation rules.

§ 7 Usage Rights

(1) Upon full payment, the Customer receives a simple, non-exclusive, non-transferable right to use the concrete work results created for the Customer for its own internal business purposes.

(2) Pre-existing methods, frameworks, templates, prompts, agent building blocks, and know-how remain with the Contractor.

(3) Any transfer of exclusive rights requires an express written agreement.

§ 8 AI-Assisted Working Methods

(1) The Contractor may use AI-assisted, automated, or agentic tools to support the agreed services.

(2) Such use is limited to supporting the agreed work. Confidential Customer data will not be entered into external AI services without express coordination.

(3) For Customer data, the standard is the use of business, enterprise, or API-based accounts. No provider-side model training or feedback sharing is permitted without written approval.

(4) Productive approvals and critical decisions remain with the Customer.

(5) AI-generated output is used as a working aid and is reviewed professionally by the Contractor.

§ 9 Confidentiality

(1) Both parties treat non-public information arising from the cooperation as confidential.

(2) The confidentiality obligation applies during the contract term and for 5 years thereafter.

(3) The obligation does not apply to information that is publicly known, lawfully obtained from third parties, or required to be disclosed by law.

§ 10 Data Protection

(1) Both parties comply with the applicable data protection laws, especially the GDPR and the BDSG.

(2) A data processing agreement is concluded if the Contractor processes personal data on behalf of the Customer.

(3) General consulting and workshop work without access to the Customer's personal data does not automatically trigger a processor relationship.

(4) Each party informs the other without undue delay after becoming aware of a data protection incident affecting the cooperation.

(5) The Contractor's Privacy Policy is available at https://fluxward.com/en/privacy-policy.

§ 11 Liability

(1) The Contractor is liable without limitation for intent, gross negligence, and injury to life, body, or health.

(2) In cases of slight negligence, the Contractor is liable only for breach of essential contractual obligations. In that case, liability is limited to foreseeable damage typical for the contract at the time of contract formation.

(3) Liability for indirect and consequential damage is limited to foreseeable damage typical for the contract at the time of contract formation. Any further liability is excluded to the extent permitted by law.

(4) The above limitations also apply in favour of the Contractor's employees and vicarious agents.

(5) Additional liability caps may be agreed individually and then apply with priority.

§ 12 Term and Termination

(1) For ongoing consulting arrangements, either party may terminate with 30 days' notice to the end of a calendar month.

(2) For individual workshops or fixed-scope engagements, the contract ends once the service has been rendered.

(3) The right to terminate for good cause remains unaffected.

(4) In the event of early termination, the Customer must remunerate the services rendered up to that point and any binding costs already incurred.

§ 13 Final Provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a public special fund, the place of jurisdiction is the registered office of Fluxward Consulting GbR (currently Wegberg). Otherwise, the statutory rules on jurisdiction apply.

(3) Amendments and supplements require at least text form within the meaning of § 126b BGB.

(4) If individual provisions are invalid or become invalid, the validity of the remaining provisions remains unaffected.

(5) There are no oral side agreements.