General Terms and Conditions

2.1 Our offers are non-binding unless expressly designated as binding.

2.2 A contract is formed by written order confirmation by us, or acceptance of our offer by the Customer (text form sufficient), or actual commencement of service provision.

2.3 Hierarchy in case of conflicts: (1) Individual agreement / service description / offer, (2) these Terms.

3.1 The specific scope of services is defined in the offer/service description. We do not owe any specific economic success, but rather the contractually agreed service according to the state of the art and with appropriate care.

3.2 The Customer is obligated to provide all information, content, access, and contact persons required for service provision in a timely manner. If a project is delayed due to lack of cooperation, deadlines will be extended accordingly. Additional effort may be charged separately.

3.3 We are entitled to use qualified employees and subcontractors to provide services.

4.1 Consulting, workshops, strategy, and project support are generally provided as services (no success owed).

4.2 Software development, implementation, and custom programming may be provided as work performance (subject to acceptance) depending on the agreement. This is specified in the offer/contract.

4.3 Ongoing services (support, maintenance, operations, hosting, SaaS, licenses, agent operation) are provided as continuing obligations.

5.1 Change requests from the Customer after contract conclusion ("Change Requests") only become binding if we confirm them in writing.

5.2 Change Requests may lead to adjustments in remuneration, schedule, and scope of services.

6.1 Deadlines and milestones are only binding if expressly agreed in writing as binding.

6.2 Events of force majeure (e.g., failures of critical infrastructure, cyberattacks, government measures, strikes, natural events) release both parties from performance obligations for the duration of the disruption. Deadlines are extended accordingly.

7.1 If work performance is agreed, acceptance takes place after completion.

7.2 The Customer shall examine the service without delay and declare acceptance or report material defects in text form within 10 working days.

7.3 If no acceptance or defect notification is made within this period, the service is deemed accepted. Acceptance is also deemed to have occurred if the Customer uses the service productively.

8.1 Prices are based on the offer/contract and are exclusive of statutory VAT.

8.2 We are entitled to request reasonable progress payments according to project progress.

8.3 Unless otherwise agreed, invoices are payable within 7 calendar days without deduction.

8.4 In case of payment default, statutory default interest applies according to Section 288 BGB. We may suspend further services until payment is made.

8.5 Travel costs, expenses, and necessary outlays will be charged separately if project-related, if provided for in the offer or if objectively necessary.

9.1 All rights to concepts, documentation, software, prompts, workflows, templates, designs, and source code ("Work Results") remain with us until the agreed remuneration is paid in full.

9.2 Upon full payment, the Customer receives a simple, non-transferable right to use the Work Results to the agreed extent for their own internal purposes.

9.3 Transfer, reproduction, or sublicensing to third parties is only permitted with our prior written consent, unless expressly agreed otherwise.

9.4 We remain entitled to continue using general know-how, methods, ideas, and concepts developed during service provision, provided no confidential information of the Customer is disclosed.

10.1 If services are based wholly or partly on AI technologies (e.g., chat/voice agents, text and data analysis, automations), results may be probabilistic. AI results may be incomplete, erroneous, or misleading.

10.2 AI outputs do not constitute legal, tax, financial, or medical advice. The Customer is obligated to independently verify or have professionally verified AI results before any operational, legal, or economic use.

10.3 The Customer ensures that content, data, and documents provided are lawful and do not infringe third-party rights. The Customer is responsible for content entered into or uploaded to systems.

10.4 For AI-based systems, we specifically do not guarantee that outputs are always correct, complete, or free from hallucinations. However, we do owe the professional configuration within the agreed scope of services.

11.1 Both parties undertake to treat all non-public information of the other party that becomes known in the course of the contract as confidential.

11.2 Confidentiality does not apply to information that was already publicly known, becomes public without breach of duty, was lawfully obtained from third parties, or must be disclosed due to legal obligation.

12.1 The parties comply with applicable data protection laws (in particular GDPR).

12.2 If we act as a processor, a data processing agreement (Art. 28 GDPR) will be concluded.

13.1 For work performance: We provide warranty according to statutory provisions, unless otherwise specified in the offer/contract.

13.2 A defect does not exist in case of mere unsuitability for a use not communicated by the Customer, or in case of operating errors, environmental problems, third-party errors, or changes made by the Customer.

13.3 For ongoing services/support, the response times and service contents agreed in the offer apply. A claim to "24/7" service exists only if expressly agreed.

14.1 We are liable without limitation for intent and gross negligence, as well as for injury to life, body, and health.

14.2 In case of simple negligence, we are only liable for breach of material contractual obligations ("cardinal duties"), limited to foreseeable, contract-typical damage.

14.3 Limitation of liability amount: To the extent legally permissible, our liability is limited to the sum of remuneration paid by the Customer for the affected service in the last 12 months. For one-time projects, liability is limited to the project remuneration.

14.4 We are not liable for indirect damages, consequential damages, lost profits, production downtime, or data loss, unless mandatory by law.

14.5 We bear no responsibility for content, decisions, or actions taken by the Customer based on AI outputs, unless a separate professional review was expressly agreed as a service.

15.1 If services are based on third-party providers (e.g., cloud, telephony, hosting, AI models, interfaces), availability and functionality may depend on their terms.

15.2 We do not owe the permanent availability of a third-party provider. In case of outages or changes by third-party providers, there is no claim for reduction or damages, insofar as we are not responsible for these.

16.1 Ongoing contracts apply – unless otherwise agreed – with a minimum term of 1 month and are automatically renewed for 1 additional month unless terminated with 14 days' notice before the end of the term.

16.2 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in case of payment default, serious breach of duty, or violations of legal requirements.

We may name the Customer as a reference (logo/name) on our website or in presentations, unless the Customer objects in text form. Confidential project content will not be published.

18.1 The Customer may only set off against undisputed or legally established claims.

18.2 Rights of retention are only available to the Customer for claims arising from the same contractual relationship.

19.3 Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected. Instead of the invalid provision, a provision shall apply that comes closest to the economic purpose.