Version: November 20, 2025
1. These General Terms and Conditions (GTC) apply to all contracts between Finley Partners GmbH (hereinafter the “Service Provider”) and its customers for consulting, sales, interim, AI-related, and operational support services.
2. The Service Provider’s offerings are directed exclusively at business customers (“entrepreneurs”) within the meaning of Section 14 of the German Civil Code (BGB). Consumers within the meaning of Section 13 BGB are not eligible to become contracting parties.
3. These GTC are provided to the customer in text form at the time of contract conclusion and shall be deemed accepted once the customer enters into a contract governed by these GTC. A reference to online-accessible GTC is sufficient if the customer is expressly notified thereof and is given the opportunity to review them prior to contract conclusion.
4. Conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if the Service Provider expressly agrees to them in writing.
5. Individual agreements in the offer, contract, or statement of work (SOW) take precedence over these GTC.
For the purpose of these GTC, the following definitions apply:
Services: All services performed by the Service Provider, including but not limited to go-to-market strategy, social selling, lead generation / outbound outreach, CRM and sales tools, interim / fractional sales management, deal orchestration, AI readiness, AI use cases, and related consulting or execution services.
Qualified Meeting: A meeting arranged by the Service Provider with a target person defined by the customer (decision-maker or relevant role). The meeting is deemed qualified as soon as the target person confirms it. A no-show does not affect the qualification.
Closed Won: A customer deal influenced by the collaboration with the Service Provider for which at least the first payment from the end client has been received by the customer.
CRM: The customer’s customer relationship management system. Where agreed, the CRM serves as the authoritative documentation (“single source of truth”) for determining whether a deal has been influenced by the Service Provider.
Performance Fee: Variable compensation components tied to events such as Qualified Meetings or Closed Won, as specified in the contract.
1. The Service Provider performs the services described in the applicable contract, offer, or SOW. The scope defined therein is exhaustive.
2. The services constitute services under Sections 611 et seq. BGB. No specific economic outcome or minimum number of responses, meetings, conversions, or closed deals is owed.
3. The Service Provider does not provide legal, tax, or compliance advice.
1. Fees are determined by the applicable contract or offer (e.g., fixed fees, retainers, performance-based fees).
2. Invoices are due immediately and payable within 14 days without deduction.
3. Performance-based fees apply only if expressly agreed in the contract.
4. A Qualified Meeting is deemed delivered upon confirmation by the target person.
5. A Closed Won event occurs once the first payment from the end client is received by the customer.
6. Where the CRM is contractually designated as the single source of truth, its documentation is decisive in determining whether a deal was influenced by the Service Provider.
7. The customer may only offset claims that are undisputed, acknowledged by the Service Provider, or finally adjudicated.
8. In the event of payment default, the Service Provider may charge statutory default interest and suspend services until payment is made. Further statutory rights remain unaffected.
1. The Service Provider is free to determine the manner, place, and timing of service performance, unless otherwise agreed.
2. The Service Provider may engage suitable subcontractors, provided the customer’s legitimate interests are not compromised.
3. The Service Provider may use third-party tools and platforms (e.g., CRM systems, email outreach tools, AI tools, analytics systems).
4. Whether such tools are operated under the customer’s or the Service Provider’s accounts is determined in the contract or during the project. The customer is responsible for providing all necessary licenses if tools are used under its accounts.
5. The Service Provider is not liable for malfunctions, outages, or limitations of third-party tools unless caused intentionally or by gross negligence.
6. Integration issues or functional disruptions resulting from the customer’s specific system environment or from third-party systems fall within the customer’s risk and responsibility, unless caused intentionally or by gross negligence of the Service Provider.
1. The customer shall provide all information, accesses, contacts, content, and decisions necessary for proper service performance.
2. The customer is responsible for the accuracy, lawfulness, and completeness of the content and data it provides.
3. Delays caused by insufficient cooperation extend deadlines accordingly; additional effort may be billed.
4. The customer shall ensure that outbound and marketing activities conducted in its name comply with applicable laws.
5. The customer bears exclusive responsibility for violations of data protection, competition, or communication laws, unless such violations are caused intentionally or by gross negligence of the Service Provider.
1. Where the Service Provider uses AI systems (e.g., for content generation, analytics, scoring, or automations), such systems act solely as supportive tools.
2. The Service Provider does not warrant the completeness, accuracy, or suitability of AI-generated outputs.
3. AI outputs must be reviewed by the customer before being used for business, legal, or other decisions.
4. The customer bears full professional and legal responsibility for decisions based on AI outputs.
5. The parties acknowledge that AI outputs may be incomplete, incorrect, or biased due to model limitations.
6. The Service Provider does not use the customer’s personal data to train publicly available AI models.
7. Liability for damages primarily or predominantly caused by model errors, bias, or inherent limitations of AI systems is excluded to the extent permitted by law.
1. Both parties comply with applicable data protection laws, particularly the GDPR.
2. Where the Service Provider processes personal data on behalf of the customer, the customer acts as controller and the Service Provider as processor under the GDPR.
3. A separate Data Processing Agreement (DPA) pursuant to Article 28 GDPR will be executed; in case of conflict, the DPA prevails.
4. The Service Provider may use anonymized or aggregated data for internal quality improvement and analytics, provided no identification of individuals is possible.
1. All methods, frameworks, templates, scripts, playbooks, AI prompts, system designs, and similar elements (“Base IP”) developed or used by the Service Provider remain its exclusive property.
2. Custom deliverables tailored to the customer (e.g., email sequences, messaging documents, CRM configurations) are licensed to the customer for internal business use under a simple, non-transferable, non-sublicensable, perpetual license once all fees have been paid in full.
3. No ownership rights are transferred. The Service Provider may reuse Base IP and non-confidential insights in other projects.
4. The customer may not resell or license deliverables to third parties unless expressly agreed in writing.
1. The Service Provider may use the customer’s name and logo as a reference in presentations, pitches, on its website, and in marketing materials unless the customer objects.
2. The Service Provider may use anonymized results of the collaboration as case studies.
3. Any objection applies only for the future; the Service Provider is granted reasonable time to remove existing references.
1. The Service Provider does not warrant any specific economic outcome, minimum number of responses, meetings, deals, or revenue.
2. Forecasts, benchmarks, and performance expectations are non-binding estimates.
3. Success in outbound, marketing, and AI activities depends on external factors beyond the Service Provider’s control.
1. The Service Provider is fully liable for damages resulting from injury to life, body, or health, and for damages caused intentionally or by gross negligence.
2. In cases of slight negligence, the Service Provider is liable only for breaches of essential contractual obligations (“cardinal obligations”), and liability is limited to typical, foreseeable damages.
3. Except as provided in Section 12(1), the Service Provider’s liability is capped at the net fee amount paid by the customer as the average monthly fee during the three months preceding the damaging event; the lower of
(i) this average monthly fee, or
(ii) the fee paid in the month of the damaging event
shall apply.
4. To the extent permitted by law, the Service Provider excludes liability for:
- loss of profits,
- missed savings,
- indirect or consequential damages,
- reputational harm,
- data loss (unless caused intentionally),
- damages resulting from fines or regulatory actions.
5. The Service Provider is not liable for disruptions or outages of third-party tools, deliverability issues (e.g., spam filters), account suspensions, or algorithm changes.
6. Mandatory statutory liability (e.g., under the German Product Liability Act or GDPR) remains unaffected.
1. Minimum contract term: 3 months.
2. Ordinary termination requires 30-days’ notice to the end of a calendar month, but not before the end of the minimum term.
3. Either party may terminate for cause, especially if:
a) the customer is more than 20 days in arrears despite a reminder;
b) the customer breaches essential contractual obligations (e.g., data protection, confidentiality);
c) the customer uses the services for unlawful purposes.
4. The contract begins on the date specified in the contract, or otherwise on the kick-off date or the first day of service delivery.
5. Projects may be paused by mutual agreement; outstanding payment obligations remain unaffected.
1. The Service Provider may modify these GTC for future contracts, provided that core contractual obligations remain unaffected and the changes are reasonable for the customer.
2. Changes will be communicated in text form. They are deemed accepted unless the customer objects within 14 days. The notification will expressly highlight this consequence.
3. In the event of an objection, the previous GTC remain in effect; the Service Provider may terminate the contract with reasonable notice.
1. These GTC and all related contracts are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. To the extent legally permissible, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Berlin, Germany.
3. If any provision of these GTC is or becomes invalid, the remaining provisions remain in effect. The invalid provision shall be replaced with a valid one that comes closest to the economic intent of the original.
