General Terms and Conditions (GTC)

Section 1: Scope of Application

These General Terms and Conditions (hereinafter referred to as "GTC") apply to all contracts concluded between the Provider and its customers.

Any deviating, conflicting, or supplementary terms and conditions of the customer shall not apply unless their validity has been expressly agreed to in writing. This shall also apply if the Provider does not expressly object to such terms.

The Provider's services are directed exclusively at entrepreneurs, business owners, and merchants within the meaning of Section 14 of the German Civil Code (BGB). Upon entering into the contract, the customer confirms that they are utilizing the services exclusively within the scope of an existing or planned commercial or side-business activity.

The version of these GTC current at the time of the order shall apply in each case.

Section 2: Subject Matter of the Contract and Scope of Services

The specific scope of services is derived exclusively from the respective individual offer or service description provided by the Provider. General promotional statements on websites, social media, or other communication channels do not constitute a binding service description.

Any modifications or extensions to the scope of services after contract conclusion must be made in writing or text form.

The Provider primarily renders services in the fields of Artificial Intelligence (AI), digitization, and process automation, including strategic consulting and training. Services may be provided either on an ongoing basis over an agreed period or through individual appointments.

The Provider is entitled to engage qualified third parties or subcontractors for the performance of services. The customer has no claim to the personal performance of services by a specific individual.

The Provider does not guarantee any specific economic success, in particular no specific revenue, profit, or key performance indicators (KPIs).

Agreed dates for meetings or consultations are binding. Rescheduling or making up for a missed appointment will only occur if the Provider itself is prevented from performing the service.

The subject matter of the contract comprises exclusively the services of the Provider, and explicitly excludes services provided by external software providers or third-party platforms. Unless expressly agreed otherwise, the customer enters into contracts with third-party providers independently and at their own expense. Third-party providers shall not be deemed vicarious agents (Erfüllungsgehilfen) of the Provider.

Section 3: Conclusion of Contract

The presentation of services by the Provider does not constitute a legally binding offer.

A contract is concluded as soon as the Provider and the customer have agreed on the essential components of the contract. The contract may be concluded, in particular, via email, telephone, video conference, messenger service, chat, or in writing.

The customer agrees that telephone calls, chats, or video conferences may be recorded for documentation and evidentiary purposes.

If the customer confirms an offer from the Provider, this declaration is binding. The contract is deemed accepted as soon as the Provider confirms acceptance in text form or transmits access data or project information.

Section 4: Remuneration

The amount of remuneration is determined by the respective offer of the Provider. All prices quoted are net prices plus the applicable statutory value-added tax (VAT).

The Provider is entitled to request reasonable advances or advance payments.

Multiple clients shall be jointly and severally liable for the agreed remuneration.

Section 5: Payment and Invoicing

Unless agreed otherwise, remuneration is due immediately upon conclusion of the contract. In the case of agreed installment payments, the respective partial amounts must be paid in advance for the corresponding service period.

Payment is generally processed via the SEPA direct debit scheme. The customer shall provide the Provider with valid, SEPA-compliant bank details for this purpose. Upon conclusion of the contract, the customer grants the Provider a corresponding SEPA direct debit mandate. The customer will be informed in a timely manner about the date of the debit ("Pre-Notification").

If a direct debit cannot be collected due to insufficient funds or incorrect information, the customer shall bear the resulting costs.

Payments may additionally be processed via external payment service providers. The respective terms and conditions of the payment service provider shall apply additionally.

Offsetting or asserting rights of retention is only permitted if the counterclaims have been legally established by a final judgment or have been expressly acknowledged.

Section 6: Cooperation Duties of the Customer

The customer undertakes to provide all information, documents, and data required for the performance of services completely, correctly, and in a timely manner. The customer acknowledges that the success of the cooperation depends significantly on their active cooperation. Required decisions and necessary approvals must be made without undue delay.

In so far as third-party software subject to a fee is required for implementation and the customer refuses its use, the customer shall bear any resulting impact on the cooperation.

Delays due to a failure to cooperate shall extend agreed project deadlines accordingly. If the customer fails to comply with their cooperation duties despite being requested to do so, the Provider is entitled to bill any resulting additional costs separately.

The customer is solely responsible for maintaining a functioning technical infrastructure and up-to-date internet access. Access data to digital platforms must be treated confidentially and protected against unauthorized access.

Section 7: Right of Retention

If the customer is in default with due payments, the Provider is entitled to withhold further services until full payment has been settled.

The Provider is entitled to a right of retention over the documents provided by the customer until all outstanding claims have been fully settled.

Section 8: Liability

The Provider shall be liable without limitation for damages resulting from injury to life, body, or health, provided that such damages are based on intentional or negligent conduct.

For other damages, the Provider shall only be liable in cases of intent or gross negligence. In cases of simple negligence, the Provider shall be liable exclusively for the breach of essential contractual obligations ("cardinal obligations").

Liability for data loss shall be limited to the typically required recovery costs that would have been incurred if proper data backups had been performed.

Any further liability claims are excluded to the extent permitted by law. The limitation period for claims by the customer shall be one year from the statutory commencement of the limitation period.

Section 9: Contract Term and Termination

Contracts with a fixed term cannot be terminated early by ordinary notice. The right to extraordinary termination for good cause remains unaffected.

The Provider is particularly entitled to terminate the contract extraordinarily if the customer is in default with at least two due payments. In this case, the Provider may claim the remaining remuneration due until the regular end of the contract as damages. Where necessary, a flat-rate cost saving of 10% shall be taken into account, unless either party provides proof to the contrary.

If an automatic contract renewal has been agreed upon, the contract shall be extended by an additional year in each case, unless terminated in due time.

Notices of termination must be in writing.

Section 10: Copyright and Usage Rights

All content, concepts, documents, presentations, graphics, websites, software solutions, AI solutions, and other work results created by the Provider shall remain the intellectual property of the Provider.

Proof of Concepts (PoCs) provided by the Provider shall remain the intellectual property of the Provider and are made available to the customer exclusively for the contractually agreed purposes (in particular, feasibility studies). Any further use, in particular live production use, publication, or making content available to third parties, requires the prior written consent of the Provider.

The customer shall receive exclusively a non-exclusive, non-transferable right of use for the contractually agreed purposes. Full rights of use shall only transfer to the customer upon full payment of the agreed remuneration.

Any modification, reproduction, or disclosure to third parties is only permitted with the prior written consent of the Provider. Upon termination of the contract, access may be deactivated and usage rights may be revoked.

Section 11: Customer Documents

The Provider may assume that information and documents provided by the customer are complete and correct. The customer guarantees that any content provided is free of third-party rights or that the necessary rights of use have been obtained. The customer shall indemnify and hold the Provider harmless from any and all third-party claims.

Upon completion of the assignment, the customer may request the return of their documents. The Provider is entitled to retain copies for documentation purposes. Statutory data protection regulations shall remain unaffected hereby.

Section 12: Confidentiality and Conduct

Both contracting parties undertake to treat confidentially all information that becomes known within the scope of the cooperation. This applies in particular to content from meetings, workshops, video conferences, or internal communication groups.

The customer commits to respectful and professional conduct toward the Provider and other participants. The Provider is entitled to exclude the customer from further services or group offerings in the event of repeated violations of these duties.

The Provider may name the customer as a reference using their name, logo, or trademarks, unless agreed otherwise. Unlawful or defamatory statements may be subject to legal prosecution.

Section 13: Electronic Communication

Communication between the contracting parties may take place electronically, in particular via email, messenger service, or chat. The customer expressly agrees to the electronic transmission of invoices.

If the customer requests special security measures, such as encrypted communication, they must inform the Provider of this in advance in text form.

Section 14: Final Provisions

The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance shall be the Provider's registered office. The exclusive place of jurisdiction for all disputes shall be—to the extent legally permissible—the Provider's place of business.

Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.

As of: May 2026