Unless otherwise agreed with business partners, the following general terms and conditions apply.
1. General basis of cooperation
1.1. Michael Zeisig I Game Changing Partner provides consulting and other services in management consulting, particularly
strategy, organisational, leadership and project management consulting.
1.2. Upon conclusion of a consulting agreement between Michael Zeisig I Game Changing Partner (the "Consultant") and its customer (the "Client"), the Client accepts these general terms and conditions ("Terms"), waiving any conflicting terms of its own.
2. Scope of application
2.1. These Terms form the basis for all consulting and/or other services between the Consultant and the Client. Individual agreements between the Consultant and the Client take precedence over these Terms.
2.2. Where these Terms apply between the Consultant and a Client, they also apply to all future consulting and other services even if the Consultant does not refer to them again.
2.3. In addition to individual agreements with the Client and these Terms, only German law applies.
2.4. Any terms of the Client do not apply to cooperation with the Consultant under any circumstances, even if the Consultant does not object, or does not expressly object, to their inclusion.
2.5. A contract is concluded when the proposal is signed by the Client and the Consultant or, for an oral commission, through a written order confirmation issued by the Consultant.
3. Subject matter and scope of services
3.1. The subject of the engagement is the consulting and/or other service described in the contract between the Consultant and the Client. Details such as the nature, content and scope of specific services, duration, fees, responsibilities and consulting organisation are set out separately in writing in the contract.
3.2. The subject of the engagement is the consulting and/or other service described in the contract, rather than the achievement of a particular outcome.
3.3. The Consultant's services are deemed performed once data collection, analysis and evaluation, including the resulting conclusions and recommendations, have been developed with the Client and presented and explained in a final discussion. This is unaffected by whether or when the Client implements the recommendations.
3.4. The Client may use the contractually specified deliverables exclusively for internal business purposes. Without the Consultant's prior written consent, the Client may not disclose them to third parties or publish them. The Consultant reserves all rights and claims relating to copyrights, trademarks and other associated protective rights, as well as all methods, procedures, ideas, concepts, trade secrets and know-how contained in the deliverables.
3.5. The Consultant performs consulting and/or other services through qualified and experienced consultants with the utmost care, applying all its know-how and always taking the Client's individual situation into account.
3.6. When assigning consultants, the Consultant will accommodate the Client's preferences for particular individuals where possible, but reserves the right to appoint consultants who meet the service requirements.
3.7. The Consultant's consultants temporarily working on the Client's premises are bound exclusively by the Consultant's instructions regarding the time, manner and method of performance. They must comply only with the Client's premises rules and operational safety instructions.
3.8. The parties agree that during the consulting engagement and for six months after its end, the Client will not employ or engage any of the Consultant's consultants. A breach gives rise to a damages claim of EUR 25,000.
3.9. During the engagement, the Client may obtain information about progress at any time in coordination with the lead consultant, and may request a written report on the essential process and results after completion.
3.10. In collecting, analysing and evaluating data, the Consultant must always represent the company's situation correctly and completely with regard to the issue under examination. Data provided by the Client or third parties is checked only for plausibility. Analyses and resulting conclusions and recommendations use recognised scientific and practical methods. Results are presented in an understandable and traceable manner.
4. Confidentiality
4.1. All information about the Client and its company that becomes known to the Consultant during performance is treated confidentially, unless the assignment requires disclosure to third parties.
4.2. At the Client's request, information that must not be disclosed under any circumstances will be marked "strictly confidential" by the Client when supplied to the Consultant.
4.3. All information and work materials supplied during the engagement will be returned to the Client in an orderly form after its completion.
5. Client's duty to cooperate
5.1. The Client must support the Consultant to the best of its ability and establish all organisational and professional conditions necessary for proper performance. In particular, it must promptly provide all required, up-to-date data and information, make necessary decisions in good time, obtain any required approvals from decision-making bodies without delay, and provide suitable office space and sufficient necessary resources for the consultants.
5.2. The Client also ensures the participation of all managers and other employees whose presence is required, and the timeliness, completeness and proper execution of contributions its employees are to make under agreements between the Consultant and the Client.
5.3. At the Consultant's request, the Client must confirm in writing the accuracy and completeness of documents, information and oral explanations it supplies.
5.4. The Consultant must be informed promptly and without being asked of any circumstances that may be relevant to performance.
5.5. The Client must promptly check interim results and reports for the accuracy of information about the Client and its company, and notify the Consultant in writing without delay of any necessary corrections.
6. Business partners
6.1. The Consultant reserves the right to use expert consultants to provide consulting and/or other services, while remaining directly accountable to the Client. Section 13 of these Terms applies accordingly.
6.2. The Consultant ensures that the consultants engaged have the required expertise and assures quality throughout performance.
6.3. The Consultant decides at its own discretion which consultants to use.
7. Travel expenses
7.1. Travel expenses are calculated in accordance with the current tax rules and the provisions agreed in the engagement.
8. Changes to services
8.1. The Consultant undertakes to accommodate the Client's requested service changes where reasonable within its operational capacity, particularly considering overall effort and scheduling.
8.2. The Consultant reserves the right to review service changes. If changes affect agreed contractual conditions regarding overall effort or scheduling, the parties will agree an appropriate adjustment to the conditions, including increased fees and rescheduled dates.
8.3. If changes are substantial and cannot be integrated into the agreed engagement, the Consultant may require a separate commission.
8.4. Amendments or additions to the engagement or material deliverables require written form to be effective. Minutes of meetings concerning service changes may fulfil this requirement if signed by both parties.
8.5. Until service changes are recorded in writing, the Consultant continues the originally agreed engagement without taking them into account.
9. Obstacles to performance, delay and impossibility
9.1. The Consultant is in delay only where specific completion dates have been agreed as fixed deadlines and the Consultant is responsible for the delay. The Consultant is not responsible, for example, for unexpected unavailability of an assigned consultant, force majeure or other events unforeseeable at contract conclusion that prevent performance, temporarily prevent it or make it possible only under difficult conditions.
9.2. The effects of war, terrorist attacks, industrial disputes, governmental intervention and similar circumstances that directly or indirectly prevent performance for the Client are equivalent to force majeure.
9.3. If obstacles are temporary, the Consultant may postpone performance for their duration plus a reasonable restart period. If an obstacle makes performance permanently impossible, the Consultant is released from those obligations.
9.4. If performance is obstructed because the Client breaches its information and cooperation obligations under individual agreements or section 5, the Consultant may charge the agreed hourly and daily rates even if this exceeds the agreed fee budget.
10. Fees and payment
10.1. The Consultant may invoice fees and expenses monthly for services performed. Fees are calculated using the time spent and the applicable hourly or daily rates of consultants working for the Client.
10.2. Unless otherwise agreed, travel expenses are charged at actual cost and daily allowances under the applicable tax rules. Travel time is charged at 50% of the agreed hourly or daily fee.
10.3. Where a fixed, lump-sum or maximum fee is agreed, it applies provided the total of invoices does not exceed that amount. Claims for additional work resulting from breaches of cooperation obligations remain unaffected.
10.4. If the Client withdraws from the contract before performance begins, regardless of legal grounds, it must pay the Consultant 25% of the agreed fee as damages.
10.5. While the Client is in default on a due invoice, the Consultant may suspend work for the Client. Resulting delays are borne exclusively by the Client.
10.6. All claims become due upon invoicing and are payable immediately without deduction. Statutory VAT is added to all prices and shown separately on invoices.
10.7. Claims for fees and expense reimbursement may be offset only against undisputed or legally established counterclaims.
11. Warranty and rectification of defects
11.1. The Consultant's consultants perform with the utmost care and always take the Client's individual situation into account. They do not warrant that surveys, analyses and resulting conclusions and recommendations correctly and completely reflect the company's situation regarding the issue examined. Data supplied by third parties or the Client is checked only for plausibility.
11.2. The Consultant provides no warranty for the use of appropriately trained consultants with specialist knowledge or for their ongoing supervision and monitoring during performance.
11.3. No outcome resulting from the consulting can be guaranteed.
11.4. The Client is entitled to rectification of defects where possible with reasonable effort. The Client must notify the defect in writing within 30 days after performance
or after the final discussion. The warranty period is three months.
11.5. If a defect cannot be rectified or rectification fails, the Client may request withdrawal from the contract or a reduction in fees.
11.6. Where the engagement was commissioned by a merchant in the course of trade, a legal entity under public law or a special fund under public law, the Client may request rescission if the service is of no interest to it because rectification failed. Section 12 applies to further damages claims.
12. Liability
12.1. The Consultant's liability is excluded insofar as damage results from the Client's failure to fulfil cooperation obligations essential to performance, whether incompletely or late. The Client must demonstrate full and timely fulfilment of its obligations.
12.2. The Consultant is liable for damage caused or contributed to by slight or ordinary negligence only if and insofar as it results from breach of obligations essential to achieving the contract's purpose. In that case, liability is limited to the contract value. Liability for damage atypical of the contract is excluded.
12.3. Otherwise, the Consultant is liable only if and insofar as damage is caused intentionally or through gross negligence by the Consultant or its consultants. Liability is always limited to damage the Consultant could reasonably have foreseen.
12.4. The Consultant has professional indemnity insurance of EUR 250,000 per claim. A single claim means the aggregate damages claims of all entitled parties. If a substantially higher risk is foreseeable, the Consultant must offer the Client a higher liability limit, provided the Client pays the additional insurance premium.
12.5. The Consultant is not liable for improper application and/or implementation of recommendations contained in the services or working documents.
12.6. The Client may bring damages claims against the Consultant in court only within six months after the entitled person or persons become aware of the damage, and no later than two years after the event giving rise to the claim.
12.7. The Consultant's damages claims against the Client become time-barred two years after arising.
12.8. Where services involve a third party, such as an IT systems provider, auditor, tax adviser, recruitment consultant or lawyer, and the Client is informed, liability claims against that third party arising under law and its terms are deemed assigned to the Client.
13. Duty of confidentiality and data protection
13.1. The Consultant undertakes to maintain secrecy regarding all information designated confidential and all business and trade secrets learned during performance. This also covers all data collection, analyses, conclusions and recommendations. Disclosure to third parties requires the Client's written consent.
13.2. The Consultant ensures that everyone involved in performance is instructed to comply with this provision.
13.3. The duty of confidentiality continues for everyone involved on the Consultant's side after the engagement ends.
13.4. The Consultant is expressly permitted to process entrusted personal data, or have third parties process it, in performing the engagement. The Consultant guarantees the obligation to maintain data secrecy in accordance with data protection legislation.
14. Protection of intellectual property
14.1. The Client undertakes to use all documents prepared by the Consultant only for its own purposes and not to publish them without the Consultant's consent in each individual case.
14.2. Use of consulting services by companies affiliated with the Client also requires the Consultant's written consent.
14.3. Where consulting services qualify for copyright protection, the Consultant remains the author. In such cases, the Client receives only a limited right of use, otherwise unlimited in time and territory, irrevocable, exclusive and non-transferable.
15. Termination
15.1. Unless otherwise agreed, the consulting agreement may be terminated with 14 days' notice to the end of a month. The right of extraordinary termination remains unaffected.
15.2. Termination requires written form to be effective.
16. Right of retention
16.1. The Consultant reserves the right to retain documents supplied to it until its claims are settled in full. Exercising this right is contrary to good faith if retention would cause the Client disproportionately high damage that cannot be justified after balancing both parties' interests.
16.2. After settlement of contractual claims, the Consultant must return all documents the Client supplied when commissioning the engagement. This does not apply to correspondence between the parties.
17. Place of performance and jurisdiction
17.1. Unless otherwise agreed, Hamburg is the place of performance for the Consultant's services and for payments to the Consultant.
17.2. The place of jurisdiction is the Consultant's registered office.
18. Miscellaneous
18.1. Rights under the contractual relationship with the Consultant may be assigned only with prior consent.
18.2. Amendments and additions to these Terms must be expressly identified.
18.3. If any provision of these Terms is or becomes wholly or partly ineffective, the remaining provisions remain effective. The parties undertake to replace ineffective provisions promptly with effective ones.
18.4. The Client confirms and acknowledges that the Consultant and Client may correspond or exchange information over the internet by email.
Hamburg, February 2026
These Terms apply
from 1 February 2026 until further notice
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