Terms & Conditions

Effective Date: July, 2025

1. Definitions

“Consultant” refers to Jahn Consulting (Andre Jahn) or any subcontractor acting on its behalf.
“Client” refers to the contracting company receiving services.
“Services” refers to all consulting, analysis, technical advisory, DX optimization, documentation, workshops, reports, scripts, and improvement packages delivered under this agreement.
“Deliverables” refers to all documents, reports, recommendations, configurations, or technical artifacts produced for the Client.

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2. Scope of Services

2.1 The Consultant shall provide the Services as described in the applicable order form, statement of work (SOW), proposal, or service description (e.g., DX-Snapshot, DX-Improvement Sprint, Continuous DX Improvement Package).

2.2 The Consultant does not require access to production systems or confidential source code unless explicitly agreed in writing.
All analyses are based on aggregated KPIs, workflow observations, and Client-provided non-sensitive information.

2.3 The Consultant may use standard tools, scripts, or frameworks to support the Service delivery. These remain the intellectual property of the Consultant unless otherwise agreed.

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3. Client Responsibilities

The Client shall:

a) provide accurate and timely information required to perform the Services
b) ensure availability of relevant personnel for interviews, clarifications, and workshops
c) implement recommendations in their own environment unless hands-on implementation is explicitly contracted
d) ensure that all provided data complies with applicable data protection regulations (e.g., GDPR)
e) maintain secure and stable technical environments necessary for any agreed integration work

The Consultant shall not be liable for delays or limitations caused by missing information, slow internal processes, or insufficient access to required data.

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4. Fees, Invoicing, Payment Terms

4.1 Fees are defined in the corresponding offer, SOW, or service description.
4.2 Unless otherwise stated, invoices are payable within 14 days from date of issue.
4.3 All fees exclude VAT and applicable taxes.
4.4 For retainer-based services, unused hours expire at the end of the agreed term unless otherwise agreed in writing.
4.5 The Consultant may suspend work in case of overdue payments.

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5. Intellectual Property Rights

5.1 Upon full payment, the Client receives a non-exclusive, perpetual, worldwide license to use all Deliverables for internal business purposes.

5.2 The Consultant retains all rights to methodologies, generic frameworks, templates, scripts, and tools used or developed during the engagement if they are not specifically tailored to the Client.

5.3 Any third-party tools or libraries used remain subject to their respective licenses.

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6. Confidentiality

6.1 Both parties shall protect all confidential information disclosed during the engagement with the same care as their own confidential information, but not less than reasonable care.

6.2 Confidentiality obligations remain in effect for five (5) years following the termination of the agreement.

6.3 Confidential information does not include information that:
a) is or becomes publicly available without breach of this agreement
b) was already lawfully known to the receiving party
c) is independently developed without reference to confidential information
d) must be disclosed due to legal obligations or court order

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7. Data Protection & Security

7.1 The Consultant does not process personal data unless explicitly agreed in writing.
7.2 All work is designed to operate on aggregated metrics and non-personal data.
7.3 If personal data must be processed, a separate Data Processing Agreement (DPA) will be concluded.
7.4 The Client remains the Data Controller under GDPR.
7.5 The Consultant implements appropriate technical and organizational measures (TOMs) proportionate to the risk level and nature of the processed data.

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8. Warranty Disclaimer

8.1 The Consultant provides Services on a best-effort, professional basis but does not warrant that recommendations or improvements will achieve specific business results.

8.2 The Consultant does not assume responsibility for operational decisions made by the Client or their teams based on the Deliverables.

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9. Limitation of Liability

9.1 The Consultant’s aggregate liability arising out of or related to this agreement shall not exceed the total fees paid by the Client for the Services giving rise to the claim.

9.2 The Consultant shall not be liable for:

• indirect, incidental, or consequential damages

• loss of profit, revenue, or business opportunities

• system downtime resulting from changes applied by the Client

• data loss, corruption, or security breaches on Client systems

• delays caused by third-party vendors or internal Client processes

9.3 Nothing in this agreement limits liability for intent or gross negligence where such exclusions are not permitted by law.

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10. Term, Termination, Cancellation

10.1 Either party may terminate the agreement with 30 days written notice.
10.2 Either party may terminate for cause if the other party materially breaches the agreement and fails to remedy within 14 days.
10.3 Fees for work already performed are non-refundable.
10.4 For fixed-price projects, partial work will be invoiced proportionally.

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11. Governing Law and Jurisdiction

11.1 This agreement is governed by the laws of Sweden, unless otherwise agreed in writing.
11.2 The courts of Sweden shall have exclusive jurisdiction over any disputes.

(If you prefer German courts, I can replace this section.)

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12. Amendments

All amendments to this agreement must be in writing and signed by both parties.
Email confirmation is sufficient unless a more formal contract is required by procurement rules.