1. General Provisions

1.1 Contractual Parties: unexpired, represented by its owner Elias Kuschel (hereinafter referred to as “unexpired”), provides all consulting services based on these General Terms and Conditions (hereinafter referred to as “GTC”) and the individual written offer from unexpired. unexpired will hereinafter also be referred to as the “Contractor,” and any recipients of services, customers, and other entities receiving services will be referred to as the “Client(s).”

1.2 Scope of Application: These GTC apply to all contractual relationships between unexpired and the Client, unless explicitly agreed otherwise in writing. They apply to all services, offers, contracts, and legal transactions between unexpired and the Client, including future transactions.

1.3 Conflicting Terms: Deviating General Terms and Conditions of the Client only apply if unexpired has explicitly acknowledged them in writing.

1.4 Changes and Amendments: Changes to these GTC require written form. Oral side agreements and declarations are only effective if confirmed in writing by unexpired.

1.5 Right to Amend: unexpired reserves the right to unilaterally change or update these GTC. The Client will be informed in a timely manner about changes to the GTC and has the right to object to these changes. In the event of an objection, the previous GTC continue to apply unless the Client terminates the contractual relationship immediately.

1.6 Acknowledgment: The Client is expressly informed of the applicability of these GTC before concluding a contract. By utilizing the consulting services, the Client explicitly agrees to these GTC.

1.7 Severability Clause: Should individual provisions of these GTC be or become invalid or unenforceable after the conclusion of the contract, the validity of the remaining provisions shall remain unaffected. Provisions that come as close as possible to the economic purpose of the invalid or unenforceable provisions shall replace them.

1.8 Applicable Law: The contractual relationship between unexpired and the Client is exclusively governed by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

1.9 Place of Performance and Jurisdiction: The place of performance and jurisdiction for all disputes arising from or in connection with the contractual relationship between unexpired and the Client is the registered office of unexpired, provided the Client is a merchant, a legal entity under public law, or a special fund under public law. However, unexpired reserves the right to sue the Client at the Client’s general place of jurisdiction.

1.10 Confidentiality: unexpired commits to treating all information and documents provided by the Client in the context of the business relationship confidentially and to use them exclusively for the provision of the contractually agreed services. This obligation continues even after the termination of the contractual relationship.

2. Scope of Services, Consulting Services, Conclusion of Contract

2.1 Consulting Services: unexpired offers comprehensive consulting services in the fields of process optimization, cost reduction, and consulting for insurance companies. The offered services include, among others, the analysis and optimization of existing business processes, the identification of cost-saving potentials, the development of customized solution approaches, as well as consulting and support in the implementation of these solutions.

2.2 Service Scope: The scope of the consulting services is determined by the written offer from unexpired. The exact scope of services is specified in an individual consulting contract that considers the specific needs and requirements of the Client. unexpired owes the provision of the consulting services described in the offer, but not a specific economic success. unexpired is entitled to assume that the information and documents provided by the Client are correct and complete. Unless expressly agreed otherwise, unexpired is not obligated to verify inaccuracies. unexpired will endeavor to comply with the Client’s request for the use of specific employees but reserves the right to assign and reassign employees at its discretion as appropriate, necessary, and possible for the provision of services.

2.3 Validity of Offers: Offers are valid for four weeks, unless otherwise stated in the offer.

2.4 Acceptance and Implementation: By accepting the offer, the Client agrees that the services offered by unexpired may include recommendations, but unexpired is neither responsible nor liable for their implementation or for decisions based on the recommendations or serving their implementation.

2.5 Conclusion of Contract: The contract is concluded with the acceptance of the offer transmitted by unexpired. Acceptance occurs upon receipt of the order confirmation signed by the Client at unexpired’s office.

2.6 Changes and Additions: Changes and additions to the scope of services require a written agreement between the contractual parties. Such changes may incur additional costs, which will be charged to the Client accordingly.

2.7 Subcontractors and External Consultants: unexpired reserves the right to engage subcontractors or external consultants to fulfill the contractually agreed services. However, unexpired remains the primary point of contact and responsible for coordinating the services. unexpired is entitled to have agreed services carried out wholly or partly by cooperation partners or competent third parties.

2.8 Client’s Obligations: The Client commits to providing unexpired with all necessary information and documents required for the provision of consulting services in a timely and complete manner. Delays or additional expenses caused by incomplete or delayed provision of information may result in additional costs charged to the Client.

2.9 Progress Updates: unexpired will regularly inform the Client about the progress of the consulting services and provide interim reports as needed. The Client has the right to review the current status of the services at any time and provide feedback.

2.10 Unavailability of Services: Should unexpired be unable to provide the agreed services due to reasons beyond its control (e.g., force majeure, illness), unexpired will promptly inform the Client and, if possible, propose alternative solutions.

3. Initial Consultation

3.1 unexpired offers new clients a free initial consultation. This consultation aims to analyze the client’s needs, identify potential challenges, and outline initial solution approaches.

3.2 The initial consultation allows the client to get a preliminary understanding of the consulting services offered and to evaluate the potential collaboration with unexpired.

3.3 The scope and duration of the initial consultation are agreed upon in advance between unexpired and the client. Generally, the duration of the free initial consultation is 2 hours.

3.4 The initial consultation does not oblige the client to avail further paid services from unexpired. Similarly, the initial consultation does not entitle unexpired to any follow-up contract.

3.5 unexpired reserves the right to decline or reschedule the initial consultation if capacity is exceeded or if the client’s needs do not align with the services offered.

3.6 All information exchanged during the initial consultation is treated confidentially. unexpired commits to not disclosing any confidential client information to third parties without the client’s explicit consent.

3.7 After the initial consultation, the client may request a written summary of the discussed points and recommended next steps. This summary is non-binding and serves only as a guideline.

3.8 If during the initial consultation it becomes evident that additional information or documents are necessary for a thorough analysis, the client will be informed and asked to provide the required data.

4. Fee Agreement

4.1 After the free initial consultation, an individual fee agreement is negotiated between unexpired and the client.

4.2 The fee depends on the scope, complexity, and duration of the consulting services, as well as the individual requirements and wishes of the client.

4.3 The fee is documented in a written consulting contract that details the services, payment modalities, terms, and other agreed conditions.

4.4 All prices are exclusive of statutory VAT unless explicitly stated otherwise.

4.5 Additional services not included in the original consulting contract will be charged separately. This includes any subsequent changes or expansions of the scope of services requested by the client.

4.6 Unforeseen additional expenses that arise during the consulting service and are not covered by the original fee will be promptly communicated to the client and require their approval. These additional expenses will be charged based on actual costs.

4.7 unexpired is entitled to request advance payments or installment payments for certain services. The amount and due date of these payments will be specified in the consulting contract.

4.8 Invoices are due for payment without deduction within 14 days of the invoice date, unless other payment terms have been agreed upon in writing. In case of late payment, unexpired is entitled to charge statutory interest on arrears.

4.9 Travel expenses, per diems, and other costs incurred in connection with the provision of consulting services will be billed separately to the client, unless otherwise agreed in the consulting contract.

4.10 Should the client fall behind with payment, unexpired is entitled to suspend further provision of services until full payment of the outstanding amounts. unexpired will inform the client in a timely manner about such measures.

4.11 In case of early termination of the contract by the client, the services provided by unexpired up to that point must be compensated proportionally. The exact billing will be based on the hours worked and costs incurred until that time.

4.12 If unexpired is unable to provide the agreed services due to reasons beyond the company’s control (e.g., force majeure, illness), unexpired will inform the client immediately and propose alternative solutions if possible. Any payments already made for services not provided will be refunded to the client.

4.13 unexpired reserves the right to adjust the fee if the conditions for providing the services change significantly. In such cases, the client will be informed in a timely manner, and a mutually agreeable solution will be sought.

4.14 The client is obligated to promptly inform unexpired of any relevant changes in their business processes that could impact the agreed services. Failure to do so may result in additional costs being charged to the client.

4.15 For extensive projects, interim invoices may be issued to transparently represent progress and services rendered. These interim invoices are also due for payment within 14 days of the invoice date.

4.16 If the client wishes to make changes after the consulting contract has been drawn up that affect the original scope and duration of the consulting services, an amendment contract will be created to define the new conditions and corresponding fee.

4.17 In case of disagreements about the scope of the provided services and the resulting fee, both parties commit to seeking an amicable resolution. If no agreement is possible, an independent mediator will be called upon for arbitration. The costs for the mediator will be shared equally by both parties.

4.18 If the client is delayed in fulfilling their cooperation obligations, unexpired reserves the right to adjust the project timeline and charge any resulting additional costs to the client.

5. Client’s Obligations

5.1 The client ensures that unexpired is provided with all necessary information and data in a timely manner without needing special requests, and that reliable, correct, and complete information is given. This applies to all information, data, processes, and circumstances that arise or become known during the consulting activity. The client is obliged to contribute to damage prevention and mitigation within their capabilities, which includes timely provision of necessary information and immediate reporting of potential risks or issues.

5.2 The trust relationship between the client and unexpired requires that unexpired is fully informed about any previous and/or ongoing consultations related to the consulting services to be provided.

5.3 The client ensures that all conditions specified in the offer are correct. Any changes or deviations must be promptly communicated to unexpired.

5.4 The client will make all decisions necessary for the provision of the agreed consulting services in a timely manner and obtain all required approvals (e.g., from corporate management, supervisory boards, employees, works councils, etc.).

5.5 The client is solely responsible for:
a. performing all management functions and making all management decisions,
b. selecting a competent member of management to oversee unexpired’s services,
c. assessing the appropriateness and results of these services on behalf of the company,
d. taking responsibility for the outcomes of these services,
e. establishing and maintaining internal controls.

5.6 If the agreed consulting services are provided on the client’s premises, the client will provide the necessary office infrastructure free of charge and ensure that all organizational conditions are in place for uninterrupted service provision. This includes, in particular:
a. providing workspaces including all necessary technical equipment (e.g., computers, phones, internet access),
b. granting access to relevant documents and systems,
c. facilitating meetings in suitable rooms.

5.7 If the client breaches their cooperation obligations or other circumstances beyond unexpired’s control prevent the provision of the agreed consulting services, the agreed schedule (see specified milestones or deadlines in the project) will be adjusted. Additionally, unexpired is entitled to charge the client for any additional costs (e.g., idle times of the assigned staff). This includes, in particular:
a. costs for unused work hours,
b. additional travel expenses and per diems,
c. costs for necessary adjustments to the project plan,
d. additional efforts for resuming interrupted work.

5.8 The client commits to taking all necessary measures to ensure occupational safety and health protection when consulting services are provided on their premises. This includes, in particular:
a. providing information on existing safety regulations,
b. ensuring safe working conditions for unexpired’s employees,
c. providing necessary protective equipment and safety instructions.

5.9 If the client is in default, unexpired has the right to suspend the consulting activity until the cooperation obligations are fulfilled. The client will be informed in a timely manner about the suspension and the necessary measures to resume activities.

5.10 If the client fails to fulfill this cooperation obligation, unexpired may refuse or reduce liability for resulting damages. For example, if required information is not provided in a timely manner and damages arise, unexpired is not fully liable.

6. Usage Rights, Protection of Intellectual Property, Confidentiality

6.1 Intellectual Property

6.1.1 All documents provided by unexpired in paper or electronic form, including but not limited to offers, analyses, statements, opinions, and reports, are the exclusive intellectual property of unexpired.

6.1.2 These documents are to be considered the property of unexpired, regardless of whether they are protected by copyright, trademark, or competition law.

6.1.3 The client acknowledges unexpired’s exclusive rights to these documents.

6.2 Use of Documents

6.2.1 The client may use the provided documents exclusively for the business purposes defined in the contract and the specifically agreed scope of services.

6.2.2 Use of the documents for purposes other than those specified in the contract is not permitted without prior written consent from unexpired.

6.3 Protection of Intellectual Property

6.3.1 The client commits to treating the documents provided by unexpired confidentially and not disclosing them to third parties unless necessary for fulfilling contractual obligations and with written consent from unexpired.

6.3.2 Any form of reproduction, distribution, or other use of the documents without explicit written permission from unexpired is prohibited.

6.4 Confidentiality

6.4.1 Both parties commit to treating all information and documents obtained within the contractual relationship strictly confidential and using them solely for the intended contractual purposes.

6.4.2 This confidentiality obligation remains in effect even after the contractual relationship ends.

6.4.3 Excluded from this confidentiality obligation are information that is publicly accessible or made publicly accessible without breaching this confidentiality obligation.

6.5 End of Contract and Return of Documents

6.5.1 After the contractual relationship ends, the client is obliged to return all documents provided by unexpired upon request immediately or to destroy them as evidenced, unless this contradicts legal retention obligations.

6.5.2 unexpired reserves the right to check compliance with this return obligation and to take legal action if necessary.

6.6 Liability for Breach

6.6.1 In case of breach of the provisions of this section, the client is liable for any damages incurred by unexpired.

6.6.2 unexpired reserves the right to take legal action and claim damages in case of a breach of confidentiality or intellectual property protection obligations.

7.Confidentiality and Data Protection

7.1 Confidentiality

7.1.1 Unexpired commits to strict confidentiality regarding all confidential information disclosed to it within the scope of consultancy activities.

7.1.2 Confidential information includes all oral, written, or electronic information that is marked as confidential or must be considered confidential based on its content.

7.1.3 Unexpired agrees to use confidential information solely for the purposes of fulfilling the contract and not to disclose it to third parties unless necessary for fulfilling contractual obligations and with written consent from the client.

7.1.4 This confidentiality obligation remains in effect even after termination of the contractual relationship.

7.1.5 Unexpired will take all necessary measures to ensure that its employees and subcontractors also comply with confidentiality obligations.

7.2 Data Protection

7.2.1 The consultant will implement appropriate technical and organizational measures to ensure the confidentiality and security of data and to comply with data protection regulations.

7.2.2 Technical measures include the use of encryption technologies, secure data storage, and protection of systems against unauthorized access.

7.2.3 Organizational measures include training employees in handling personal data, establishing access controls, and implementing data protection policies and processes.

7.2.4 Unexpired agrees to process personal data only within the legal permission or with consent of the individuals concerned.

7.2.5 Unexpired will only retain personal data for as long as necessary to fulfill contractual or legal obligations.

7.2.6 The client has the right to request information at any time about the personal data stored about them, its origin and recipients, and the purpose of storage.

7.2.7 Unexpired commits to taking all necessary measures to prevent unauthorized processing, loss, or destruction of personal data.

7.2.8 In the event of a data breach, unexpired will promptly inform the client and take all necessary actions to mitigate damages.

7.2.9 Unexpired undertakes to support the client in fulfilling its obligations under applicable data protection regulations, particularly regarding the rights of data subjects and notification duties to data protection authorities.

7.3 Contractual Assurances

7.3.1 Unexpired undertakes to enter into confidentiality and data protection agreements with all employees and subcontractors who have access to confidential information or personal data.

7.3.2 These agreements must ensure that employees and subcontractors adhere to the same confidentiality and data protection obligations as unexpired itself.

7.3.3 Unexpired is liable for any breaches of confidentiality and data protection obligations committed by its employees or subcontractors, as if they were its own breaches.

7.3.4 In cases of breaches of confidentiality or data protection obligations, unexpired reserves the right to take legal action and claim damages.

Liability and Warranty

8.1 Limitation of Liability

8.1.1 Unexpired’s liability is limited to willful intent and gross negligence. This means that unexpired is only liable for damages caused by intentional or grossly negligent behavior.

8.1.2 For slight negligence, unexpired is only liable for breaches of material contractual obligations (cardinal duties). Cardinal duties are those obligations whose fulfillment enables the proper execution of the contract in the first place and on which the contractual partner regularly relies and may rely. In this case, liability of unexpired is limited to foreseeable, typically occurring damages.

8.1.3 Unexpired is not liable for damages caused by incorrect or incomplete information provided by the client. For example, if the client provides inaccurate information based on which unexpired conducts consultancy, unexpired is not responsible for resulting damages.

8.2 Disclaimer of Warranty

8.2.1 Unexpired does not warrant the accuracy, completeness, and timeliness of the information provided. Consultancy services are based on the information and findings available at the time of consultancy.

8.2.2 Any warranty regarding the results of the consultancy is excluded. Unexpired does not guarantee that specific results or successes can be achieved through the use of consultancy services.

8.2.3 Unexpired is not liable for any damages resulting from the use of consultancy services. This includes damages that may arise from faulty or incomplete advice. For example, if incorrect strategic decisions are made based on consultancy services, unexpired is not liable for the resulting negative consequences.

8.3 Exclusion of Consequential and Indirect Damages

8.3.1 Any liability of unexpired for indirect damages, consequential damages, or loss of profit is excluded. This includes damages that do not directly result from an act or omission of unexpired but occur as a consequence thereof.

8.3.2 This also applies to lost business opportunities, loss of revenue, or similar economic disadvantages. For example, if a business transaction does not materialize due to a consultancy error or the client suffers loss of revenue, unexpired is not liable for such damages.

8.4 Disclaimer of Liability for Third Parties

8.4.1 Unexpired is not liable for damages caused by third parties engaged by the client without prior consent from unexpired. This includes external consultants or service providers who work parallel to or in addition to unexpired’s consultancy.

8.4.2 If the client uses external data or services from third parties, unexpired is not responsible for the quality or correctness of these external data or services. For example, if external market data used for consultancy is flawed, unexpired is not responsible for resulting damages.

8.5 Limitation Period for Claims

8.5.1 Claims of the client for damages expire within one year from the time when the client became aware of the damage and the person liable for it, or should have become aware without gross negligence.

8.5.2 This limitation period does not apply to claims based on intentional conduct by unexpired. In such cases, statutory limitation periods apply.

Final Provisions

9.1 Severability Clause

9.1.1 If individual provisions of these General Terms and Conditions (GTC) are or become wholly or partially invalid, unenforceable, or void, this does not affect the validity of the remaining provisions of these GTC.

9.1.2 The invalid, unenforceable, or void provision shall be interpreted or replaced by a valid and enforceable provision that best achieves the economic purpose of the original provision. For example, if a provision regarding limitation of liability becomes invalid due to changed legal regulations, a new provision shall apply that legally limits liability scope in a similar manner.

9.1.3 This provision applies correspondingly to any gaps in these GTC. Therefore, if a necessary provision is missing that is essential for the execution of the contract, a provision shall apply that comes closest to the economic purpose of the GTC and the consultancy contract.

9.2 Replacement of Invalid Provisions

9.2.1 A provision shall replace invalid provisions that best corresponds to the economic purpose of the invalid provision and most closely reflects the original intention of the parties.

9.2.2 The parties undertake to include the new provision in the contract as soon as the invalidity of the original provision is recognized. This ensures that the contract can continue to be performed in the mutual interest of both parties.

9.2.3 If the parties cannot agree on the replacement provision, an independent body, such as an arbitration tribunal, shall be consulted to find an appropriate solution.

9.3 Applicable Law and Jurisdiction

9.3.1 The laws of the Federal Republic of Germany apply. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. This choice of applicable law applies regardless of whether the client’s registered office is in Germany or abroad.

9.3.2 For all disputes arising from or in connection with these GTC and the consultancy contract, including those concerning their validity, interpretation, or performance, the exclusive place of jurisdiction, to the extent permitted by law, shall be the registered office of unexpired.

9.3.3 This also applies to disputes arising from the business relationship, such as payment claims or the interpretation and enforcement of confidentiality agreements. For example, if unexpired’s registered office is in Munich, the courts in Munich shall have jurisdiction over all legal disputes.

9.3.4 However, unexpired reserves the right to sue the client at its general place of jurisdiction. This means that unexpired can also file a lawsuit at the place where the client has its registered office.

9.4 Changes to the GTC

9.4.1 Unexpired reserves the right to amend these GTC at any time with effect for the future. Changes will be communicated to the client in writing or electronically in a timely manner.

9.4.2 The changes are deemed approved if the client does not object in writing within one month after receiving the notification of changes. Unexpired will specifically draw the client’s attention to this consequence in the notification of changes.

9.4.3 If the client timely objects to the amended GTC, unexpired is entitled to terminate the contractual relationship with the client at the time the amended GTC are to take effect.

9.5 Contractual Amendments and Side Agreements

9.5.1 Side agreements, amendments, or supplements to the contract, including these GTC, require written form to be effective. This also applies to the waiver of this written form requirement.

9.5.2 Oral side agreements are binding only if confirmed in writing. For example, if additional services are agreed upon during a consultancy meeting, they are only binding if they are recorded in writing and signed by both parties.

9.6 Severability Clause

9.6.1 If a provision of these GTC is or becomes invalid, the validity of the remaining provisions shall not be affected. The parties undertake to agree on a provision that replaces the invalid provision and is legally permissible and closest to its economic purpose.

9.6.2 This clause applies accordingly in the event that these GTC contain an unintended gap. In such a case, the parties undertake to agree on a provision that corresponds to the economic purpose of these GTC and closes the gap.

9.7 Contract Interpretation

9.7.1 The mutual intention of the parties at the time of contract conclusion shall prevail in interpreting these GTC. Ambiguous or ambiguous provisions shall be interpreted in accordance with good faith, taking into account the interests of both parties.

9.7.2 Headings and structuring serve merely for clarity and do not affect the content or interpretation of individual provisions. For example, if a clause is under the heading “Liability” but actually deals with data protection aspects, the content of the clause is decisive, not the heading.