General Terms and Conditions

of Dirk Fischer, trading under the business name GAOEXPERTS

 Version: 29 June 2026
Provider: Dirk Fischer, trading under the business name GAOEXPERTS
Address: Heimstrasse 24 - 89180 - Berghuelen - Germany
Email: info@gaoexperts.com
Telephone: +49 172 7357166
VAT ID / Tax number: ID 79 850 642 639 / SN: 88169/05082

 

1. Scope of Application

These General Terms and Conditions apply to all contracts between Dirk Fischer, trading under the business name GAOEXPERTS — hereinafter referred to as “GAOEXPERTS” or “Contractor” — and its customers — hereinafter referred to as “Customer” or “Client” — for consulting, training, coaching, assessment, interim management, transformation, project management, expert placement and other related services.

The services provided by GAOEXPERTS are intended exclusively for entrepreneurs, companies, legal entities under public law and special funds under public law. These General Terms and Conditions do not apply to consumers.

Deviating, conflicting or supplementary general terms and conditions of the Customer shall only become part of the contract if GAOEXPERTS has expressly agreed to their validity in writing or in text form.

In the event of contradictions, the following order of precedence shall apply:

1.     individually negotiated written agreements,

2.     the offer or Statement of Work,

3.     the service description, project plan or order confirmation,

4.     these General Terms and Conditions.

 

2. Provider Status and Legal Form

GAOEXPERTS is a business name used by Dirk Fischer. The contractual partner of the Customer is not a separate legal entity, but Dirk Fischer personally as a freelance or self-employed contractor.

The use of GAOEXPERTS as a brand, project name, platform, network or business name does not create a separate legal entity and does not establish any limitation of liability by means of a corporate legal form.

Changes to the legal form, in particular a later transfer of the business activities into a corporation, remain reserved. Existing contracts shall only be amended as a result if this is expressly agreed with the Customer.

 

3. Conclusion of Contract

Offers made by GAOEXPERTS are non-binding unless they are expressly designated as binding.

A contract is concluded by written or electronic acceptance of an offer, by signing a contract, by order confirmation, by order placement by the Customer or by the commencement of service provision at the request of the Customer.

Changes or extensions to the scope of services require an agreement in text form, in particular by email, offer, change request, minutes or project approval.

Oral side agreements are only binding if confirmed by GAOEXPERTS in text form.

 

4. Subject Matter of the Services

GAOEXPERTS provides services in particular in the following areas:

o  Operations Transformation office as COO/CTO as a Service,

o  Lean Management, Toyota Way Leadership and Toyota Production System,

o  Hoshin Kanri,

o  Shop Floor Management,

o  Value Stream Design,

o  Zero Defect Strategy,

o  Launch Management,

o  Supplier Integration,

o  Product Development Systems,

o  Cost Saving Workshops,

o  Performance Assessments,

o  Interim Management,

o  Executive Search and expert placement,

o  trainings, workshops and academy programs,

o  support for restructuring, performance and improvement programs.

The nature, scope, duration, location, dates, remuneration and specific content of the services shall be determined by the respective offer, Statement of Work, project contract or order confirmation.

GAOEXPERTS owes professional, diligent and competent service provision on the basis of the agreed assignment.

Unless expressly agreed otherwise in writing, GAOEXPERTS does not owe any specific economic success, any specific improvement in results, or any specific EBITDA, cash, working capital, quality, productivity, revenue or cost effect.

Statements regarding potentials, paybacks, savings, improvements, benchmarks, timelines or result effects are professional assessments based on the information available at the time. They do not constitute a guarantee or promise of success.

 

5. Service Character and Work Results

Consulting, training, coaching, interim management and transformation services are generally services. In this respect, GAOEXPERTS owes the provision of the service as such, not the achievement of a specific result.

Where specific work results are agreed, such as reports, presentations, analyses, maturity assessments, roadmaps, training materials, decision papers or implementation concepts, GAOEXPERTS’ obligations relate to the professional preparation of such work results within the agreed scope.

Formal acceptance in the sense of a contract for work shall only take place if expressly agreed.

The Customer remains responsible for all business decisions, investments, personnel measures, restructuring measures, technical approvals, legal assessments and implementation decisions.

 

6. Customer’s Duties to Cooperate

The Customer shall provide GAOEXPERTS in a timely, complete and accurate manner with all information, data, documents, systems, contact persons, site access, management decisions and resources required for the provision of the services.

The Customer shall appoint a responsible contact person with sufficient decision-making authority.

The Customer shall ensure that necessary departments, managers, works councils, data protection officers, IT managers, plant managers, finance departments or other relevant functions are involved in due time.

Delays, additional effort or quality impairments resulting from missing, delayed, incomplete or incorrect cooperation by the Customer shall not be attributable to GAOEXPERTS.

Any additional effort resulting therefrom may be charged separately on the basis of the agreed daily rates, hourly rates or reasonable market rates.

 

7. Independent Provision of Services and No Integration

GAOEXPERTS provides its services independently and on its own responsibility.

GAOEXPERTS is not integrated into the Customer’s work organization with regard to the manner and method of professional service provision and is not subject to any employment-related instructions from the Customer.

Project-related coordination regarding objectives, deadlines, interfaces, results, locations and organizational framework conditions shall remain unaffected.

GAOEXPERTS generally determines the working method, methodology, professional approach and time allocation independently, provided this is compatible with the agreed project objectives.

The parties agree that the contract does not establish an employment relationship, an employee-like relationship, temporary agency work, a civil law partnership or a commercial agency relationship.

Where the Customer requests the involvement of GAOEXPERTS in internal project, management or decision-making bodies, the legal and disciplinary responsibility shall remain with the Customer.

 

8. Use of Partners, Experts and Subcontractors

GAOEXPERTS is entitled to use suitable partners, freelance experts, specialists, trainers, consultants or subcontractors, provided that the legitimate interests of the Customer are not impaired thereby.

GAOEXPERTS shall ensure that the persons engaged are bound by confidentiality obligations.

The Customer shall only have a claim to the use of specific individuals if this has been expressly agreed.

If a specific person is unavailable, GAOEXPERTS may use a professionally suitable replacement.

The use of subcontractors in the context of data protection-relevant processing shall only take place to the extent permitted under data protection law and, where applicable, as regulated in a separate data processing agreement.

 

9. Remuneration

The remuneration shall be determined by the respective offer, contract, Statement of Work or order confirmation.

The remuneration may in particular be agreed as a daily rate, half-day rate, hourly rate, fixed fee, retainer, monthly flat fee, project fee or success-based remuneration.

Unless agreed otherwise, the following billing units shall apply:

o  one daily rate comprises up to 8 service hours per day,

o  one half-day rate comprises up to 4 service hours per day,

o  services exceeding these limits may be charged proportionately or on the basis of an hourly rate.

All prices are net prices plus any statutory value added tax, where applicable.

For services outside Germany, local taxes, withholding taxes, reverse charge rules or other tax-related specifics may apply. The Customer is responsible for its own tax treatment.

 

10. Travel Time, Travel Expenses and Ancillary Costs

Travel time, travel expenses, hotel costs, meals, transport, visa costs, translation costs, material costs, room costs, technical equipment costs and other ancillary costs shall be charged additionally unless agreed otherwise.

Travel expenses shall be charged against proof of cost or on the basis of previously agreed lump sums.

For international assignments or C-level/executive mandates, business class flights, appropriate hotels, local transfers, security services and other assignment-related costs may be agreed.

Travel or hotel costs already booked and not cancellable shall be reimbursed by the Customer if the cancellation or postponement was caused by the Customer.

 

11. Payment Terms

Invoices are due for payment without deduction within 14 calendar days from the invoice date, unless agreed otherwise.

GAOEXPERTS is entitled to issue interim invoices, monthly invoices, advance payment invoices or milestone invoices.

In the event of late payment, GAOEXPERTS is entitled to claim statutory default interest, default lump sums and further damages caused by default.

In the event of late payment, GAOEXPERTS is entitled to suspend ongoing services until all outstanding amounts have been paid in full.

The Customer shall only have rights of set-off or retention to the extent that the counterclaims are undisputed, legally established or ready for decision.

 

12. Dates, Postponements and Cancellations

Dates for workshops, trainings, assessments, on-site assignments, management reviews or project meetings shall be mutually agreed.

If the Customer postpones or cancels a bindingly agreed date, the following cancellation rules shall apply unless otherwise agreed:

o  up to 21 calendar days before the date: free of charge,

o  20 to 8 calendar days before the date: 50% of the agreed fee,

o  from 7 calendar days before the date: 100% of the agreed fee.

The Customer remains entitled to prove that GAOEXPERTS has suffered no damage or a lower damage.

Travel, hotel, preparation, third-party and material costs already incurred shall be reimbursed irrespective of the cancellation fee.

GAOEXPERTS is entitled to postpone dates for good cause, in particular in the event of illness, force majeure, travel restrictions, failure of critical infrastructure or other circumstances beyond the responsibility of GAOEXPERTS. In such case, a replacement date shall be offered.

 

13. Trainings, Workshops and Academy Programs

Trainings, workshops and academy programs serve to transfer knowledge, develop competencies and apply methods in practice.

Certificates of participation confirm participation only and do not confirm any specific qualification, examination, certification or capability unless expressly agreed.

GAOEXPERTS is entitled to adapt content, agenda, trainers, methods, case examples or schedules, provided that the overall character of the event is maintained.

The Customer is responsible for ensuring that participants have sufficient prior knowledge, language skills, time and organizational release from their duties.

Recording, reproduction, publication or distribution of training content is only permitted with the prior consent of GAOEXPERTS.

 

14. Work Results and Rights of Use

Work results of GAOEXPERTS may include in particular reports, presentations, analyses, maturity assessments, roadmaps, training materials, templates, checklists, calculation models, project plans, audit reports, recommendations for action and management materials.

After full payment of the agreed remuneration, the Customer receives a simple, non-exclusive, non-transferable right to use the work results prepared for the Customer for internal business purposes.

Disclosure to affiliated companies, consultants, customers, suppliers, investors, banks, competitors or other third parties is only permitted if expressly agreed or if required for the intended use.

GAOEXPERTS retains all rights to methods, frameworks, training logic, assessment systems, templates, maturity models, benchmarks, forms of presentation, experience-based knowledge, best practices, checklists, algorithms, calculation logic, structuring approaches and other know-how.

The Customer is not entitled to use GAOEXPERTS materials for its own external consulting, training, academy, certification or commercial offerings.

The Customer is not entitled to publish, sell, license, translate, edit or commercially make available GAOEXPERTS materials to third parties without consent.

Pre-existing intellectual property of GAOEXPERTS remains the property of GAOEXPERTS. Pre-existing intellectual property of the Customer remains the property of the Customer.

 

15. Confidentiality

Both parties undertake to keep all confidential information of the respective other party confidential and to use it only for the performance of the respective contract.

Confidential information includes in particular technical, commercial, strategic, financial, operational, personal, production-related, customer-related, supplier-related or organizational information that is marked as confidential or is confidential by its nature.

The confidentiality obligation shall not apply to information that:

o  is publicly known,

o  was already lawfully known to the receiving party,

o  was lawfully obtained from third parties,

o  was independently developed,

o  must be disclosed due to statutory, regulatory, administrative or court obligations.

The confidentiality obligation shall apply for the duration of the contract and for five years after the end of the contract. For trade secrets, it shall apply for as long as such information qualifies as a trade secret.

The Customer shall not provide GAOEXPERTS with any information whose disclosure to GAOEXPERTS would violate statutory, regulatory, antitrust, data protection or contractual obligations.

 

16. Data Protection

The parties shall comply with the applicable data protection regulations.

Where GAOEXPERTS processes personal data as an independent controller, this shall be done in particular for contract initiation, contract performance, communication, service provision, invoicing and documentation.

Where GAOEXPERTS processes personal data on behalf of the Customer, the parties shall conclude a separate data processing agreement before the start of such processing.

The Customer remains responsible for the lawfulness of the personal data provided by it and for any required information, consents, works council involvement or other approvals.

GAOEXPERTS shall take appropriate technical and organizational measures to protect personal data.

GAOEXPERTS is entitled to use customary IT, communication, cloud, office, accounting or project management systems, provided this is permitted under data protection law.

 

17. No Legal, Tax, Financial or Investment Advice

GAOEXPERTS provides operational, strategic, technical, organizational and business consulting services.

GAOEXPERTS does not provide legal advice, tax advice, auditing services, investment advice, financial services, insurance advice or technical certification unless this is expressly permitted by law and agreed in writing.

Recommendations by GAOEXPERTS regarding organization, performance, costs, cash, investments, restructuring, make-or-buy, supply chain, product development or operational implementation do not replace legal, tax, financial, regulatory, employment law or technical review by appropriately qualified advisors.

The Customer is solely responsible for having decisions reviewed and approved by its competent corporate bodies, departments, advisors, auditors, lawyers, tax advisors, data protection officers, occupational safety officers or technical experts.

 

18. Executive Search, Expert Placement and Interim Management

Where GAOEXPERTS provides services in the area of executive search, expert placement or interim management, GAOEXPERTS owes the professional search, selection, presentation and support of suitable candidates or experts, but does not guarantee conclusion, availability, performance, conduct or long-term success of any placed person.

The Customer decides independently on the selection, engagement, employment, rejection, deployment and remuneration of presented candidates or experts.

Fees, retainers, success fees, replacement candidate rules, exclusivity, blocking periods and payment dates shall be governed by the respective individual contract.

The Customer undertakes not to directly or indirectly engage, employ or mandate candidates, experts or partners introduced by GAOEXPERTS without involving GAOEXPERTS, provided this has been agreed in the individual contract.

GAOEXPERTS does not provide temporary agency work unless expressly agreed otherwise and the necessary statutory requirements are fulfilled.

 

19. Compliance

Both parties undertake to comply with the applicable laws and regulations, in particular in the areas of anti-corruption, antitrust law, data protection, export control, sanctions, occupational safety, environmental protection and human rights.

GAOEXPERTS is entitled to refuse, suspend or terminate services if there are concrete indications that the provision of services could serve unlawful, unethical or compliance-violating purposes.

The Customer shall ensure that GAOEXPERTS does not receive any information whose exchange would be inadmissible under antitrust law, data protection law or confidentiality obligations.

 

20. References and Marketing

GAOEXPERTS may use the Customer’s names, logos, trademarks, images, site information or project content as references only with the Customer’s prior consent.

GAOEXPERTS may use anonymized project experience, benchmarks, lessons learned and general findings, provided that no conclusions can be drawn about the Customer, its sites, products, employees, suppliers or confidential information.

Publications, case studies, LinkedIn posts, website references or presentations with customer reference require separate approval if the Customer is identifiable.

 

21. Liability

GAOEXPERTS shall be liable without limitation in cases of intent and gross negligence.

GAOEXPERTS shall be liable without limitation in cases of injury to life, body or health and in cases of mandatory statutory liability.

In cases of slight negligence, GAOEXPERTS shall only be liable for breach of material contractual obligations. Material contractual obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the Customer may regularly rely.

In cases of slight negligence, liability shall be limited to the typical and foreseeable damage under the contract.

Liability for loss of profit, unrealized savings, production downtime, business interruption, data loss, reputational damage, indirect damage and consequential damage is excluded to the extent permitted by law.

To the extent permitted by law, liability shall be limited in amount to the net fee paid for the respective assignment, but in any case to a maximum of EUR [insert amount, e.g. 100,000].

The above limitations of liability shall also apply in favor of partners, freelancers, subcontractors, vicarious agents and legal representatives of GAOEXPERTS.

The Customer is obliged to take appropriate own backup, review, decision-making, approval and control measures, in particular with regard to financially, technically, employment law-related, production-related or strategically significant decisions.

 

22. Force Majeure

Events outside the reasonable control of the parties shall be considered force majeure. These include in particular natural disasters, war, terrorism, pandemics, epidemics, strikes, official measures, travel restrictions, energy failures, failures of critical infrastructure, cyberattacks, unrest or significant transport disruptions.

For the duration of the force majeure event, the affected performance obligations shall be suspended.

The parties shall inform each other without undue delay and coordinate appropriate replacement dates, remote services or alternative approaches.

If a force majeure event lasts longer than 60 calendar days, either party may terminate the affected part of the contract. Services already rendered shall be remunerated.

 

23. Contract Term and Termination

Project contracts end upon completion of the agreed services unless ongoing support has been agreed.

Ongoing consulting, retainer, interim or transformation mandates may be terminated with a notice period of 3 months to the end of the month unless agreed otherwise.

The right to extraordinary termination for good cause remains unaffected.

Good cause exists in particular if:

o  one party materially breaches contractual obligations,

o  the Customer remains in payment default despite a reminder,

o  required cooperation obligations are not fulfilled on a permanent basis,

o  continuation becomes unreasonable for compliance, reputational, security or legal reasons,

o  insolvency proceedings are applied for or opened over the assets of a party.

Upon termination of the contract, services already rendered, costs incurred and non-cancellable third-party costs shall be remunerated.

 

24. Return and Retention of Documents

After the end of the contract, GAOEXPERTS shall, at the Customer’s request, return or delete original documents provided by the Customer, unless statutory retention obligations or legitimate interests prevent this.

GAOEXPERTS is entitled to retain copies of contract-relevant documents to the extent necessary for documentation, evidence, tax, compliance and liability purposes.

Work results shall be made available to the Customer in the agreed form. There is no entitlement to the release of internal notes, raw data, working files, calculation logic, method documentation or draft versions unless expressly agreed.

 

25. Electronic Communication

The parties may communicate within the scope of contract performance by email, video conference, telephone, cloud system, project management tool or other electronic means of communication.

The Customer acknowledges that electronic communication may involve general security risks.

Particularly confidential information should only be exchanged via appropriately protected communication channels.

GAOEXPERTS is not obliged to use external IT systems provided by the Customer if these are disproportionate, insecure or incompatible with independent service provision.

 

26. Final Provisions

The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.

The place of jurisdiction shall be, to the extent legally permissible, the residential or business seat of Dirk Fischer / GAOEXPERTS.

The place of performance shall be, to the extent legally permissible and unless otherwise agreed, the seat of GAOEXPERTS.

Amendments and supplements to the contract require at least text form unless a stricter form is required by law.

Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. The statutory provision shall replace the invalid provision.

The German version of these General Terms and Conditions shall prevail. Translations are provided for information purposes only unless another language version has expressly been agreed as binding.