General Terms and Conditions

1Scope and Customer Group

1.1These General Terms and Conditions apply to all contracts for the provision of services concluded between the Contractor and the Client incorporating these GTC.

1.2These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). An entrepreneur is any natural or legal person or legally capable partnership that, when entering into a legal transaction, acts in exercise of its commercial or independent professional activity.

1.3The Contractor does not enter into contracts with consumers within the meaning of Section 13 BGB. The service offering is directed exclusively at commercial customers, self-employed persons, freelancers, companies, and organisations.

1.4By placing an order, the Client confirms that they are acting as an entrepreneur within the meaning of Section 14 BGB and not as a consumer within the meaning of Section 13 BGB.

1.5Should contracts nevertheless be concluded with consumers in exceptional cases, the mandatory consumer protection regulations applicable in this context shall remain unaffected.

1.6BridgeWise Consulting and Yostro are business names of the same company; the contractual partner is in both cases BridgeWise Consulting UG (haftungsbeschränkt). These terms apply to consulting and project services rendered under the business name BridgeWise Consulting. The separate General Terms and Conditions of the Yostro platform apply to its services. For the use of the company's digital tools, the terms of the Yostro platform apply in every case, regardless of the website through which access is obtained.

2General Provisions

2.1These General Terms and Conditions for the provision of services apply to contracts concluded between the Client and the Contractor incorporating these GTC.

2.2The Contractor does not enter into contracts with consumers or private individuals.

2.3In the event of conflicts, the following order of precedence applies: (1) the individual written agreement between the parties, (2) the Contractor's offer or order confirmation, (3) the project or service description, (4) these GTC.

2.4The Client's terms and conditions do not become part of the contract, even if the Contractor does not object to them separately or renders the service in knowledge of those terms. Deviations require the Contractor's express consent in text form.

3Subject Matter of the Contract and Scope of Services

3.1The Contractor, acting as an independent entrepreneur, provides the following services to the Client:

The provider renders consulting and other services for companies in the areas of strategy, market analysis, digitalisation, and business development, including supporting activities in the technical and commercial environment.

In addition, the provider offers AI-supported services. This includes, in particular, the conception, development, and implementation of automated processes and workflows, the use and integration of AI-based systems, as well as the optimisation of existing business processes through digital technologies. There is no restriction to certain providers, platforms, or systems.

Furthermore, the provider renders intermediary services, including the establishment of business contacts and the support in initiating cooperations or contractual relationships between third parties. The provider owes solely the activity as an intermediary, not the conclusion of a contract or the achievement of any specific economic success.

The exact scope of the services owed shall be determined by the individually agreed contract, the offer, or the project description. Changes or extensions to the services require a separate agreement.

3.2The specific scope of services is subject to individual agreements between the Contractor and the Client.

3.3The Contractor shall perform the contractual services with the greatest possible care and diligence in accordance with the latest standards, rules, and findings.

3.4The Contractor is obliged to perform the contractually owed services. However, in carrying out his activities, he is not subject to any instructions regarding the manner, place, or time of performance. He shall determine the scheduling of working days and working hours himself in such a way as to ensure optimal efficiency in his activities and in achieving the subject matter of the contract. The provision of services by the Contractor shall take place solely in coordination with the Client.

3.5Unless expressly agreed otherwise in writing, the Contractor does not owe any specific economic result or particular success in any of his services, but solely the professional performance of the agreed service. In particular, the Contractor does not guarantee the conclusion of contracts, the achievement of certain revenues, profits, or savings, nor the attainment of specific performance indicators.

3.6Calculators, configurators, and other tools made available on the provider's websites deliver non-binding guidance values on the basis of the data entered and general assumptions. They do not replace an expert technical review in the individual case; responsibility for the selection, design, and use remains with the user. Tools made available free of charge are offered without obligation and without any entitlement to availability; the provider may modify or discontinue them at any time. For the provision of software for use via the internet, the General Terms and Conditions for the Yostro platform, Part C, apply in addition.

4Client's Duty to Cooperate

The Client is responsible for providing all information, data, and other content necessary for the fulfilment of the services fully and correctly. The Contractor is not responsible for delays in service provision caused by late or insufficient cooperation by the Client; the provisions under the heading "Liability/Indemnification" remain unaffected.

5Remuneration

5.1The remuneration shall be agreed individually.

5.2The remuneration is payable after the service has been rendered. If remuneration is based on time periods, it is payable after the end of each period (Section 614 BGB). In the case of effort-based billing, the Contractor is entitled, unless otherwise agreed, to invoice the services rendered on a monthly basis.

5.3The Contractor shall issue an invoice to the Client after performance of the services, either by post or e-mail (e.g., as a PDF). The remuneration is due for payment within 14 days of receipt of the invoice.

5.4If the remuneration is agreed in whole or in part in advance, it is due before the provision of services begins. Payment may be made through a payment service provider. All prices are net prices plus value added tax at the applicable statutory rate; where the Contractor makes use of the small business scheme under Section 19 of the German VAT Act, value added tax is neither charged nor shown.

6Liability / Indemnification

6.1The Contractor shall be liable without limitation for intent or gross negligence, for intentional or negligent injury to life, body, or health, on the basis of a guarantee (unless otherwise regulated), or due to mandatory liability. If the Contractor negligently breaches an essential contractual obligation, liability is limited to the foreseeable, contract-typical damage, unless unlimited liability applies pursuant to the previous sentence. Essential contractual obligations are those which the contract imposes on the Contractor according to its content, which are necessary for the proper performance of the contract, and on which the Client regularly relies. Otherwise, the liability of the Contractor is excluded. The above liability provisions also apply with regard to the liability of the Contractor for his vicarious agents and legal representatives.

6.2The Client shall indemnify the Contractor against any claims by third parties brought against the Contractor due to violations by the Client of these contractual conditions or applicable law.

7Contract Duration and Termination

7.1The contract duration and deadlines for ordinary termination shall be agreed individually by the parties.

7.2The right of both parties to terminate the contract without notice for good cause remains unaffected.

7.3Upon termination of the contract, the Contractor shall immediately return or destroy all documents and other content provided to him, at the Client's choice. The assertion of a right of retention is excluded. Electronic data must be completely deleted. Excluded from this are documents and data for which longer statutory retention periods apply, but only until the end of the respective retention period. Upon request, the Contractor shall confirm the deletion in writing to the Client.

8Confidentiality and Data Protection

8.1The Contractor shall treat all information that becomes known to him in connection with the assignment as strictly confidential. The Contractor undertakes to impose the obligation of confidentiality on all employees and/or third parties who have access to the contractual information. The obligation of confidentiality applies for an unlimited period beyond the duration of this contract.

8.2The Contractor undertakes to comply with all applicable data protection regulations - in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act - in performing the assignment.

9Final Provisions

9.1The law of the Federal Republic of Germany shall apply, excluding the CISG.

9.2Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected.

9.3The Client shall support the Contractor in the performance of his contractual services through reasonable cooperation where necessary. In particular, the Client shall provide the Contractor with the information and data required for the fulfilment of the assignment.

9.4If the Client is a merchant, a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the Contractor's registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

9.5The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business strategy) and with reasonable notice. Existing customers will be informed by e-mail at least two weeks before the changes take effect. If an existing customer does not object within the period specified in the amendment notice, the changes shall be deemed approved. If the customer objects, the changes do not take effect; in this case, the Contractor is entitled to terminate the contract extraordinarily at the time the amendment would have taken effect. The amendment notice will inform the customer of the deadline and the consequences of objection or failure to object.

9.6Unless written form is expressly required in these GTC, text form (e.g., e-mail) is sufficient for declarations and agreements between the parties.

10Copyrights / Rights of Use

10.1All concepts, analyses, presentations, documentation, texts, workflows, processes, scripts, and other work results (hereinafter "Work Results") created by the Contractor in the course of service provision may be protected by copyright or other intellectual property rights.

10.2The Client shall receive, insofar as necessary for the contractual purpose and unless otherwise agreed, a simple, non-transferable, and non-sublicensable right of use to the Work Results for its own business purposes.

10.3Any further use, in particular the transfer to third parties, publication, or use for projects other than the contractually agreed purpose, requires the prior written consent of the Contractor.

10.4The Contractor remains entitled to use the know-how, methods, experiences, general concepts, and non-confidential parts of the Work Results obtained during the assignment in anonymised form for other customers and projects.

11Use of Subcontractors

The Contractor is entitled to engage suitable third parties (subcontractors) in the provision of the services, provided that the legitimate interests of the Client are not impaired. In this case, the Contractor remains the sole contractual partner of the Client and is responsible for the proper fulfilment of all contractual obligations.