General Terms and Conditions (GTC)
of Wingmen Experts
1. Scope of Application
(1) These General Terms and Conditions (GTC) apply to all contracts between:
Wingmen Experts
Björn Wesarg
ul. Kazimierza Wielkiego 79/10
30-074 Kraków
Poland
Registered Office:
ul. Kazimierza Wielkiego 79/10
30-074 Kraków
Poland
– hereinafter referred to as “Wingmen Experts” –
and its clients.
(2) The services and offers of Wingmen Experts are directed exclusively at entrepreneurs/business customers within the meaning of Section 14 of the German Civil Code (BGB).
(3) Conflicting or deviating terms and conditions of the client shall not apply unless expressly agreed to in writing.
2. Subject Matter of the Contract
(1) Wingmen Experts provides consulting, analysis, architecture, strategy, automation and conceptual services, particularly in the areas of:
Revenue Systems
Go-to-Market Architecture
Sales and CRM Systems
AI and Automation Processes
Process and System Design
Technical and Organizational Architecture Consulting
(2) Unless expressly agreed otherwise in writing, Wingmen Experts does not owe any specific economic or technical success.
(3) In particular, Wingmen Experts does not guarantee:
revenue increases,
lead volumes,
recruiting success,
conversion rates,
pipeline values,
scaling success,
cost savings,
or any other economic results.
(4) The implementation of recommended measures is carried out exclusively by the client or by third parties commissioned by the client.
3. Conclusion of Contract
(1) Contracts may be concluded in writing, by e-mail, electronically or verbally, including via telephone or video conference.
(2) Electronic communication shall be deemed binding.
(3) Wingmen Experts is entitled to record calls, workshops or video conferences for documentation and evidentiary purposes where legally permissible.
4. Nature of Services
(1) All services provided by Wingmen Experts constitute services within the meaning of Sections 611 et seq. of the German Civil Code (BGB), unless expressly agreed otherwise in writing.
(2) A contract for work and services (“Werkvertrag”) shall only exist if expressly agreed in writing.
5. Client Cooperation Obligations
(1) The client shall provide all information, access credentials, contacts, documents, approvals and other cooperation required for the provision of services in a timely manner.
(2) Delays caused by missing cooperation on the part of the client shall not be to the detriment of Wingmen Experts.
(3) Wingmen Experts is entitled to suspend performance if required cooperation from the client is not provided.
(4) If the client fails to provide the required cooperation within 14 days after request, the project shall be considered paused.
(5) If the required cooperation is still not provided within a further 30 days, Wingmen Experts shall be entitled to terminate the project extraordinarily and invoice all services rendered up to that point.
6. Fees and Payment Terms
(1) The individually agreed remuneration shall apply.
(2) Unless otherwise agreed, invoices are due immediately without deduction.
(3) Wingmen Experts is entitled to use external payment service providers and payment platforms for payment processing.
(4) The client agrees that invoices may also be issued and transmitted after execution of the payment process or use of a payment link.
(5) Payment shall become due upon receipt of the payment request or provision of the payment link, regardless of the timing of invoice issuance.
(6) In the event of late payment, Wingmen Experts shall be entitled to:
suspend services,
withhold usage rights,
pause projects,
and claim statutory default interest.
7. Additional Services and Fallback Billing
(1) Services outside the expressly agreed scope of services shall be remunerated separately.
(2) If no separate remuneration agreement has been made for additional or subsequently commissioned services, billing shall be based on an hourly rate of EUR 200.00 net per hour.
(3) Additional services, extra expenses or services outside the originally agreed project scope shall only be provided and invoiced after prior coordination with the client.
(4) The above hourly rate applies in particular to:
additional services,
subsequent change requests,
additional coordination or support services,
services outside the agreed project scope,
expenses related to project interruptions,
delays caused by missing client cooperation.
8. Project Cancellation and Termination
(1) Both parties may terminate contracts extraordinarily for good cause.
(2) Services already rendered and reserved project capacities shall be fully remunerated.
(3) In the event of project cancellation or premature termination, all services and expenses incurred up to the date of termination shall be invoiced.
(4) Started service blocks, analysis work, conceptual work, architecture work, documentation, workshops and reserved project times shall be considered proportionately billable.
(5) Wingmen Experts is not obliged to hand over further work results, documentation, access credentials, usage rights or other services while outstanding claims remain unpaid.
9. Usage Rights and Intellectual Property
(1) All concepts, frameworks, diagrams, models, process structures, templates, system architectures, AI workflows, documentation and other work results developed by Wingmen Experts remain the intellectual property of Wingmen Experts unless expressly agreed otherwise in writing.
(2) Usage rights shall only transfer to the client upon full payment of the agreed remuneration.
(3) Any transfer, reproduction, publication or use outside the agreed contractual purpose is prohibited without prior written consent of Wingmen Experts.
(4) In particular, the client is not entitled to reproduce, distribute or make available to third parties any concepts, frameworks or system architectures developed by Wingmen Experts outside the agreed contractual purpose.
10. Communication and Documentation
(1) Project-related communication, coordination, approvals and documentation may take place electronically, in particular via:
e-mail,
video conference,
Loom,
messenger services,
project management systems,
or comparable digital communication tools.
(2) Electronic communication shall be deemed binding.
11. Reference Usage
Wingmen Experts is entitled to name the client as a reference using the company name and logo unless the client expressly objects in writing.
12. No Operational Implementation / No Integration
(1) Wingmen Experts exclusively provides consulting, analysis, architecture and conceptual services.
(2) Operational implementation, permanent support, integration into the client’s operational organization or assumption of operational responsibility are not part of the contract unless expressly agreed otherwise in writing.
13. Liability
(1) Wingmen Experts shall be fully liable only in cases of:
intent,
gross negligence,
injury to life, body or health.
(2) In all other cases, liability shall be limited to the amount of remuneration agreed under the respective contract.
(3) Liability for:
loss of profit,
indirect damages,
consequential damages,
lost savings,
data loss,
or economic consequential damages
is excluded to the extent permitted by law.
(4) Wingmen Experts shall not be liable for delays or service failures caused by:
force majeure,
technical disruptions,
platform outages,
API failures,
internet disruptions,
or failures of external service providers.
14. Limitation Period
Client claims shall become time-barred within 12 months from the statutory commencement of the limitation period to the extent permitted by law.
15. Set-Off and Right of Retention
The client may only exercise rights of set-off or retention insofar as the client’s counterclaims are legally established or undisputed.
16. Assignment Prohibition
The client is not entitled to assign claims arising from the contractual relationship to third parties without prior written consent of Wingmen Experts.
17. Final Provisions
(1) German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be Düsseldorf, Germany, to the extent permitted by law.
(3) Should individual provisions of these GTC be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.
Version: May 2026