Terms & Conditions
1. Scope and Application
(1) These Terms & Conditions (hereinafter "Terms") apply to all services and contracts provided by Zenith Partners, represented by Mahmud Awad (hereinafter "Consultant"), to business entities as defined by § 14 BGB (B2B), in particular in the following areas:
- Executive Interim Management (Interim Chief Revenue Officer, Chief Sales Officer, Chief Commercial Officer, Interim CEO and similar mandates)
- Commercial Transformation and Sales Excellence
- Digital Transformation & Technology Strategy
- Strategic Planning and Go-to-Market Strategy
- Market Entry and international expansion
- Organisational scaling and management advisory
(2) These Terms do not apply to consumers as defined by § 13 BGB. Conflicting or deviating terms of the Client are only valid with express written consent of the Consultant.
(3) In case of any discrepancies between these Terms and an offer, order confirmation, Statement of Work (SOW) or individual agreement, the specific provisions of the latter shall take precedence.
2. Contract Formation and Scope of Services
(1) Contracts with the Consultant are formed by:
- written offer and written acceptance by the Client,
- signed order confirmation or Statement of Work,
- written confirmation by the Consultant.
(2) The scope of services shall be detailed in the respective order confirmation, offer or SOW. Oral agreements or commitments are only binding if confirmed in writing.
(3) The Consultant shall provide advisory and management services in accordance with professional standards and industry best practices. Advisory services are based on information and data provided by the Client.
3. Consulting and Interim Management Services
(1) The Consultant provides interim management and consulting services that may involve significant time commitment, operational responsibility and continuous collaboration.
(2) For Executive Interim Management mandates, the following points shall be documented in the respective SOW or individual agreement:
- Position and scope of responsibility
- Decision-making authority and reporting lines
- Mandate duration and termination provisions
- Working hours and location of work (on-site, hybrid, remote)
- Compensation and payment terms
- Escalation and conflict resolution mechanisms
(3) The Consultant shall work closely with the Client but retains the right to engage qualified partners or subcontractors, if provided for in the SOW or individual agreement or approved by the Client.
4. Client Cooperation Obligations
(1) The Client agrees to provide the Consultant with all information, documents, access rights and data required for service delivery in a timely manner.
(2) The Client shall designate a contact person with sufficient authority to make operational decisions or initiate them.
(3) The Client shall ensure that internal stakeholders, teams and resources are available for collaboration with the Consultant and provide their cooperation.
(4) Delays or failures due to lack of Client cooperation entitle the Consultant to adjust performance deadlines accordingly or to charge for additional effort.
5. Fees, Expenses and VAT
(1) Compensation shall be set out in the offer or SOW and may take the following forms:
- Daily or hourly rate
- Fixed project fee or lump sum
- Interim Management monthly fee
- Retainer fees or hybrid models
(2) Travel costs, accommodation, meals and other reasonable expenses shall be reimbursed by the Client unless otherwise agreed. These will be invoiced separately.
(3) All prices are exclusive of statutory VAT (currently 19%), unless the Consultant qualifies for the small business exemption under § 19 UStG. The Client will receive an invoice with VAT separately shown.
6. Invoicing and Payment Terms
(1) The Consultant shall issue invoices according to the agreed schedule (e.g., monthly, weekly, upon project completion).
(2) Payment terms: [XX days after invoice date] net without deduction. The specific payment term shall be set out in the offer or SOW.
(3) In case of payment default, default interest shall apply at [XX%] p.a. or according to statutory provisions (§ 288 BGB).
(4) The Client may only set-off undisputed or legally established counterclaims against invoices.
7. Deadlines, Performance Periods and Delays
(1) Performance deadlines shall be set out in the offer or SOW. If no deadlines are agreed, reasonable deadlines according to commercial standards shall apply.
(2) In case of delays due to Client delays, lack of cooperation or force majeure, the Consultant may extend deadlines accordingly.
(3) The Consultant is not obliged to complete services if the Client is in payment default and payment is not made within [XX days] after reminder.
8. Changes to Scope of Work / Change Requests
(1) Changes to the original scope of work must be requested in writing and confirmed by the Consultant in writing.
(2) Additional services beyond the agreed scope shall be separately compensated according to a supplementary offer or at the agreed hourly rates.
(3) Delays or additional effort caused by Client-requested changes shall lead to corresponding adjustments of timelines and costs.
9. Engagement of Staff, Partners and Subcontractors
(1) The Consultant reserves the right to engage qualified employees, partners or subcontractors for service delivery, provided they meet the required standards and protect confidential information appropriately.
(2) The Consultant remains responsible for all services provided by such partners vis-à-vis the Client.
(3) The Client shall be informed in advance if external partners are substantially involved.
10. Confidentiality
(1) Both parties agree to keep all confidential information, trade secrets and proprietary data obtained during the engagement confidential indefinitely and to use them only for the purposes of the contract.
(2) This obligation does not apply to information that:
- is or becomes publicly available (without fault of the Consultant),
- the Consultant already knew before contract formation,
- was received from third parties without confidentiality obligations,
- has been released for disclosure in writing by the Client.
(3) The Consultant may disclose confidential information if required by law or ordered by authorities. The Consultant shall inform the Client in advance if legally permissible.
11. Intellectual Property and Usage Rights
(1) The Consultant retains all copyrights, patents, trademarks and other rights to documentation, concepts, tools, methodologies, frameworks, strategy papers and similar materials developed or provided by the Consultant, unless otherwise agreed in writing.
(2) The Client receives a non-exclusive, non-transferable license to use the provided materials exclusively for internal business purposes. Disclosure to third parties is not permitted without prior written consent.
(3) The Client agrees not to modify, reproduce or publish the Consultant's materials without prior written permission.
12. Data Protection
(1) Both parties agree to comply with the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG) and other applicable data protection laws.
(2) To the extent the Consultant processes personal data on behalf of the Client, this shall be done solely in connection with the agreed services and in accordance with the Client's instructions.
(3) The Client is responsible for obtaining consent and authorization from employees and third parties for the Consultant's processing of their data.
13. Limitation of Liability
(1) Unlimited Liability: The Consultant is liable without limitation for intent, gross negligence and breaches causing bodily harm or death.
(2) Limited Liability for Ordinary Negligence: For ordinary negligence, the Consultant is only liable for breach of essential obligations, limited to [XX EUR or percentage of annual fees].
(3) Exclusion of Consequential Damages: The Consultant shall not be liable for indirect damages, consequential damages, lost profits, business losses, reputational harm or data loss, even if the possibility of such damages was brought to the Consultant's attention.
(4) The Client is responsible for backups, data security and cybersecurity of its systems and data.
14. No Guarantee of Specific Commercial Results
(1) The Consultant provides no guarantee and makes no commitment regarding:
- specific increases in revenue or profit,
- successful acquisitions, financing or exits,
- success in market entry or regional expansion,
- success of transformation measures or organizational change,
- avoidance of business risks or market changes.
(2) Consulting and Interim Management services are services, not performance guarantees. Economic results depend on many factors including market conditions, competition, internal implementation and external factors beyond the Consultant's control.
(3) Exceptions to this provision are only valid by express written agreement with defined milestones and success criteria.
15. Term and Termination of Consulting and Interim Mandates
(1) Consulting Projects: The term shall be set out in the offer or SOW. Upon project completion, the agreement automatically terminates.
(2) Interim Management and Retainers: The term and termination provisions shall be defined in the SOW or individual agreement, including:
- Notice period: [XX days]
- Notice period by Client: [XX days]
- Notice period by Consultant for payment default: [XX days]
(3) Extraordinary Termination: Both parties may terminate for cause with [XX days] notice, such as repeated payment default, gross breach of obligations or insolvency.
(4) Upon termination, the Client shall immediately pay all outstanding fees and expenses.
16. Force Majeure
(1) Neither party shall be liable for delays or non-performance due to force majeure events (e.g., natural disasters, pandemics, war, strikes, network outages) beyond their reasonable control.
(2) In case of force majeure, the Consultant may extend performance deadlines or terminate the contract with refund of paid fees (to the extent not already performed).
17. Non-Solicitation and Employee Protection Provisions
(1) During the engagement and for a period of [XX months] after termination, the Client agrees not to solicit or hire any of the Consultant's employees or partners without prior written consent.
(2) In case of breach, the Client shall pay a contractual penalty of [XX EUR or percentage] for each affected person, without excluding other damages claims.
(3) This provision shall apply only to the extent permitted by law (cf. §§ 620a, 623 BGB, ArbGG).
18. Governing Law and Jurisdiction
(1) These Terms and all contracts shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on International Sale of Goods (CISG).
(2) Jurisdiction: Exclusive jurisdiction for all disputes shall be [City/Court — e.g., Cologne/District Court of Cologne], to the extent permitted by law.
(3) Before initiating legal proceedings, both parties agree to attempt to resolve disputes by amicable settlement.
19. Miscellaneous
(1) Severability Clause: If any provision of these Terms is invalid or unenforceable, the remaining provisions shall remain in effect. An invalid provision shall be replaced by a lawful provision achieving the economic intent of the original.
(2) Entire Agreement: These Terms together with the offer, SOW and order confirmation constitute the entire agreement between the parties. Earlier statements or agreements are superseded.
(3) Amendments and Modifications: Changes or modifications to these Terms must be made in writing to be valid.
(4) Priority in Case of Conflict: In case of discrepancies between these Terms and an offer, SOW or individual agreement, the specific provisions shall take precedence.
Status: October 2026
German Version: Allgemeine Geschäftsbedingungen (AGB)