1. Scope and provider

1.1 These Terms and Conditions ("Terms") govern all contracts for consulting, coaching, mentoring and related services ("Services") provided by Florian Maier, operating as Scale-smart, Hofbauernstr. 13, 83700 Rottach-Egern, Germany ("Provider", "we", "us"), as well as the use of the website www.scale-smart.de.

1.2 These Terms apply to contracts with entrepreneurs (§ 14 German Civil Code, BGB) and, where applicable, with consumers (§ 13 BGB). Deviating terms of the client do not apply unless we expressly agree to them in writing.

2. Services

2.1 We provide marketing and sales consulting, coaching, mentoring, and support with the selection and implementation of AI tools and agents for startups and small businesses.

2.2 The specific scope, deliverables, and duration of each engagement are defined in the individual offer, proposal, or order confirmation. Unless expressly agreed otherwise, we owe the careful performance of services (Dienstvertrag, §§ 611 ff. BGB), not a specific result or guaranteed business outcome.

2.3 Statements on our website, in proposals, or in marketing materials describing potential results are illustrative and do not constitute a warranty of any particular outcome.

3. Conclusion of contract

3.1 The presentation of Services on our website does not constitute a binding offer.

3.2 A contract is concluded when we confirm an engagement in text form (e.g. by email), when both parties sign an individual agreement, or when we begin performing the Services with the client's consent.

4. Changes to these Terms

We reserve the right to amend the website, our service descriptions, and these Terms at any time. The version of these Terms in effect at the time an engagement is confirmed applies to that engagement, unless a change is required by law or official order — in which case it also applies to engagements concluded beforehand.

5. Prices and payment

5.1 Prices are stated in the relevant offer or agreement. Unless stated otherwise, prices are net and exclusive of any applicable statutory value added tax (VAT).

5.2 Unless agreed otherwise, invoices are due within 14 days of the invoice date without deduction.

5.3 In case of late payment, statutory default interest applies. We reserve the right to suspend ongoing Services until outstanding invoices are settled.

6. Client's duty to cooperate

6.1 The client shall provide, in a timely manner, all information, access, materials, and decisions reasonably required for us to perform the Services.

6.2 Delays caused by missing or incorrect cooperation by the client are not our responsibility and may shift agreed timelines. Additional effort caused by such delays may be invoiced separately at our standard rates.

7. Scheduling, rescheduling, and no-shows

7.1 Booked sessions (e.g. coaching or mentoring calls) may be rescheduled free of charge if cancelled at least 24 hours in advance in text form.

7.2 Sessions cancelled later than 24 hours in advance, or missed without notice, may be charged in full.

8. Term and termination

8.1 Fixed-scope engagements end upon delivery of the agreed Services.

8.2 Ongoing engagements (e.g. retainers) may be terminated by either party with 30 days notice to the end of a month, unless agreed otherwise. The right to terminate for good cause remains unaffected.

8.3 Terminations must be made in text form.

9. Intellectual property and usage rights

9.1 All materials, frameworks, templates, playbooks, and documents created or provided by us ("Work Product") remain our intellectual property unless agreed otherwise.

9.2 Upon full payment, the client receives a non-exclusive, non-transferable right to use the Work Product for its own internal business purposes.

9.3 We retain the right to use general know-how, methods, and experience gained during an engagement, provided no confidential client information is disclosed.

10. Confidentiality

Both parties shall keep confidential all non-public information disclosed in the course of the engagement and use it only for the purpose of performing the contract. This obligation survives termination of the contract.

11. Liability

11.1 We are liable without limitation for intent and gross negligence, and for damages arising from injury to life, body, or health.

11.2 For slight negligence, we are liable only for the breach of a material contractual obligation (an obligation whose fulfilment is essential to the proper performance of the contract and on which the client may regularly rely), and in such cases liability is limited to the foreseeable, contract-typical damage.

11.3 Any further liability is excluded. The above limitations also apply to our vicarious agents.

11.4 We are not liable for the client's business decisions or for results the client achieves or fails to achieve based on our advice.

12. Data protection

We process personal data in accordance with applicable data protection law. Details are set out in our Privacy Policy, available at www.scale-smart.de.

13. Force majeure

We are not liable for delays or failures in performance caused by events beyond our reasonable control. In such cases, agreed timelines extend accordingly.

14. Final provisions

14.1 This contract is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

14.2 If the client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes is our registered place of business.

14.3 Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected.

14.4 No verbal side agreements have been made. Amendments and supplements to these Terms must be made in text form. This also applies to any waiver of the text-form requirement itself.