General Terms and Conditions (GTC)

1. Scope and Applicability

1.1 These General Terms and Conditions (“GTC”) apply to all services provided by:

"Advisor"
K11E – Executive Digital Health Advisor (sole proprietor)
Dr. Klaus Nitschke
Offenbachstr. 9, 53173 Bonn, Germany
Email: klausnitschke@mail.de · Tel: +49 151 1426 9193

(“Advisor”) to its clients (“Client”), unless expressly agreed otherwise in writing.

1.2 The Advisor exclusively contracts with entrepreneurs (Unternehmer) within the meaning of Section 14 German Civil Code (BGB), public sector entities, and comparable institutions. These GTC do not apply to consumers within the meaning of Section 13 BGB.

1.3 Deviating, conflicting or supplementary terms and conditions of the Client shall not apply, unless expressly accepted in writing by the Advisor. This also applies if the Advisor performs services without reservation while being aware of such terms.

2. Services

2.1 The Advisor provides in particular (but not exclusively) the following services:

• Executive advisory for Digital Health, Pharma and Med Tech companies

• Acceptance of roles as member of Supervisory Boards, Advisory Boards, or Boards of Directors in health-related companies (subject to separate agreements)
  

2.2 The scope, content, format (online/on-site), duration and fees of the services are agreed in the individual proposal, offer, mandate letter, or board appointment (each a “Service Agreement”).

2.3 Unless expressly agreed otherwise in writing, the Advisor does not provide:

• legal advice,

• tax advice,

• clinical/medical diagnosis or therapy,

• financial services within the meaning of regulated investment advice.

The information and recommendations provided are for strategic and business purposes only and do not replace professional legal, tax, regulatory, clinical, or investment advice.

3. Conclusion of Contract

3.1 A contract is concluded when:

• the Client accepts the Advisor’s written offer (including by email), or

• the Advisor confirms in writing (including by email) the Client’s booking or mandate, or

• both parties sign a separate Service Agreement or board mandate / letter of appointment.

3.2 Verbal agreements are only binding if confirmed in text form (email is sufficient).

4. Fees, Expenses and Payment Terms

4.1 Unless otherwise specified, services are charged based on:

• agreed daily or hourly rates, or

• fixed project fees, or

• retainer models.

4.2 All fees are net fees and subject to applicable VAT.

4.3 Invoices are due within 14 days from the invoice date without deduction, unless otherwise agreed in writing.

4.4 Bank charges, travel expenses, accommodation and other necessary expenses incurred in connection with the assignment may be invoiced separately if agreed or customary. The Advisor will act cost-conscious and, upon request, coordinate significant expenses with the Client.

4.5 In case of default of payment, the Advisor may charge statutory default interest in accordance with Sections 288, 286 BGB and suspend further services until full payment has been received.

5. Client’s Duties to Cooperate

5.1 The Client shall provide in due time all information, documents, access and decisions necessary for the proper performance of the services.

5.2 The Client is responsible for the correctness, completeness and legal permissibility of the information provided. The Advisor is entitled to rely on such information without independent verification, unless obvious errors are apparent.

5.3 Delays or additional efforts resulting from incomplete or late cooperation entitle the Advisor to a corresponding adjustment of timelines and fees.

6. Rescheduling, Cancellation and No-Shows

6.1 For coaching sessions, workshops, or advisory meetings, the following rules apply, unless otherwise agreed in the Service Agreement:

• Cancellation or rescheduling up to 5 working days before the agreed date: free of charge.

• Cancellation between 5 and less than 2 working days before the date: 10% of the agreed fee.

• Cancellation before the date or no-show: 20% of the agreed fee.

6.2 The Client may nominate a suitable replacement participant if appropriate for the format.

6.3 Statutory rights of termination for cause remain unaffected.

7. Intellectual Property and Use of Work Results

7.1 All documents, presentations, frameworks, analyses, tools, and other materials provided by the Advisor are protected by copyright.

7.2 Upon full payment of all due fees, the Client receives a non-exclusive, non-transferable, non-sublicensable right to use the deliverables for its own internal business purposes.

7.3 Any disclosure to third parties, publication, or commercial exploitation beyond the Client’s internal use requires the prior written consent of the Advisor.

7.4 The Advisor remains free to use general know-how, methods, concepts, and experiences gained in the assignment for other clients, provided no confidential information of the Client is disclosed.

8. Confidentiality

8.1 Both parties are obliged to keep confidential all business, technical and strategic information designated as confidential or recognizable as such, and to use it only for the performance of the contract.

8.2 This duty does not apply to information which:

• was already lawfully known,

• is or becomes publicly available without breach of these GTC,

• is lawfully obtained from a third party, or

• must be disclosed due to statutory obligations, court or authority orders.

8.3 The confidentiality obligation continues for 1 year after termination of the contractual relationship, unless mandatory law requires a longer period.

9. Data Protection

9.1 The processing of personal data is carried out in accordance with applicable data protection laws, in particular the GDPR and the German Federal Data Protection Act (BDSG).

9.2 Details are set out in the separate Privacy Policy available on the Advisor’s website. The Client is responsible for ensuring a lawful basis for any personal data it transfers to the Advisor.

9.3 If required by law (e.g. for processing on behalf), the parties shall conclude a separate data processing agreement.

10. Liability

10.1. The Advisor shall be liable with a limitation of max. 40.000€ for damage caused by intentional misconduct or gross negligence of the Advisor, its legal representatives or vicarious agents, in each case in accordance with mandatory statutory law.

10.2. For damage caused by a merely negligent breach of an essential contractual duty (Kardinalpflicht), the Advisor’s liability shall be limited to typical, foreseeable damage at the time of contract conclusion (max. 10.000€). Essential contractual duties are those whose fulfilment enables proper performance of the contract and on whose compliance the Client regularly relies.

10.3. The Advisor shall not be liable for slightly negligent breaches of non-essential contractual duties. The Advisor shall, in particular, not be liable for indirect damages, loss of profit, loss of business opportunities or reputational damage, except where mandatory statutory provisions provide otherwise.

10.4. Any further liability of the Advisor, on whatever legal grounds, is excluded unless mandatory statutory provisions (in particular the German Product Liability Act and §§ 276, 309 BGB) provide otherwise.

10.5. To the extent legally permissible, any personal liability of the Advisor’s shareholders, directors, officers, employees and vicarious agents for obligations of the Advisor towards the Client is excluded.

11. Board and Governance Mandates

11.1 Services as a member of a Supervisory Board, Advisory Board, or Board of Directors are governed by a separate appointment agreement, corporate law rules, and the respective articles of association or bylaws.

11.2 In case of conflict between these GTC and a specific board mandate agreement, the mandate agreement and mandatory statutory provisions shall prevail.

11.3 The Advisor shall act independently, diligently and in compliance with applicable laws and fiduciary duties. Strategic advisory services rendered outside board meetings do not override the Client’s own responsibility for decisions.

12. Non-Solicitation (Optional)

12.1 For a period of 3 months after termination of the contract, the Client shall refrain from actively soliciting key employees of the Advisor directly involved in the project for employment, unless agreed otherwise.

13. Force Majeure

13.1 Neither party is liable for failure to perform due to events of force majeure (e.g. natural disasters, war, governmental actions, widespread outages, strikes not limited to one party).

13.2 The affected party shall inform the other party without undue delay. Performance obligations are suspended for the duration and scope of the impediment.

14. Set-Off and Right of Retention

14.1 The Client may only set off claims that are undisputed or legally established.

14.2 Rights of retention may only be exercised based on claims arising from the same contractual relationship.

15. Governing Law and Place of Jurisdiction

15.1 These GTC and all contracts between Advisor and Client are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

15.2 If the Client is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the Advisor’s registered office.

16. Text Form, Amendments and Severability

16.1 Amendments and additions to these GTC and to Service Agreements require text form (e.g. email). This also applies to any waiver of this text form requirement.

16.2 If any provision of these GTC is or becomes invalid or unenforceable, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent.