Terms and Conditions

Section 1 — Scope

These General Terms and Conditions (“Terms”) apply to all contracts between Handelsvertretung Niclas Hoffmann (hereinafter “Provider”) and customers in connection with the design, development, provision, hosting, consulting, and support of custom chatbot and AI solutions. The Provider concludes contracts exclusively with businesses within the meaning of Section 14 of the German Civil Code (BGB) (a natural or legal person or a partnership with legal capacity that, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity) and with freelancers. It does not conclude contracts with consumers/private individuals within the meaning of Section 13 BGB.

The Provider does not recognize deviating terms and conditions used by the Customer — except with the Provider’s express consent. Individually agreed services take precedence over the provisions of these Terms.

Section 2 — Provider’s services, subject matter of the contract, warranty

1. The Provider creates custom chatbot and AI solutions, integrates them into the Customer’s systems or websites, and offers ongoing support, hosting, and maintenance. This is web-based software (Software as a Service).
2. The specific content of the services is determined by the service description.
3. The Provider does not perform any legal and/or tax review of the content provided or processed by the Customer via the software and does not owe any such review under this contract.
4. Otherwise, the subject matter of this contract is exclusively the provision of this software for use via the internet and the granting of storage space on the Provider’s servers. For this purpose, the Provider sets up the software on a server that is accessible via the internet to the Customer or the Customer’s customers.
5. The Provider does not develop or deliver exclusive solutions unless expressly agreed otherwise in writing.
6. The Provider continuously develops the content provided within the software further through updates. The type and scope of further development are guided by legal requirements and are otherwise at the Provider’s discretion. There is no entitlement to specific functions and/or content that go beyond the content of the service description.
7. Within the limits of what is technically possible, the Provider remedies, without undue delay, any software errors that may occur. A software error exists if the functions specified in the service description cannot be used, the software delivers incorrect results, or it otherwise does not function properly, and as a result use of the software is not possible or only possible to a limited extent.
8. The software is available 98.5% of the time on an annual average, including maintenance work; however, it may not be impaired or unavailable for more than two consecutive calendar days. Excluded from this are necessary regular maintenance work and those periods in which availability is restricted due to events for which the Provider is not responsible (e.g., force majeure, actions of third parties, technical problems, or changes in the legal situation). In all other respects, the statutory provisions on warranties apply.

Section 3 — Compensation & payment terms

1. The Provider’s compensation consists of a one-time payment (“Project Costs”) for the design, development, and provision of the solution and an ongoing monthly fee for hosting, operation, system maintenance, and minor adjustments.
2. A contractually agreed down payment must be made before the project starts. The Provider begins performing the services only after receipt of this down payment.
3. The monthly fee is charged in advance for a period of 30 days at a time, starting on the day of the first activation or handover of the operational solution to the Customer. Subsequent payments are due every 30 days from this date.
4. Fees that are due and paid for months that were not fully used or had only begun (e.g., due to termination) will not be refunded; mandatory statutory refund claims (e.g., based on liability, withdrawal, avoidance, or warranty for defects) remain unaffected. Fees for effort-based services (in particular Project Costs pursuant to item 1) become due at the end of the calendar month in which the services were rendered by the Provider.
5. The monthly payment entitles the Customer to licensed use of the solution and serves to maintain technical operational readiness (hosting, maintenance, minor adjustments).
6. Minor changes and adjustments are at the Provider’s discretion. More extensive adjustments or extensions require a separate offer.
7. The Provider reserves the right not to commence or to suspend its services in the event of a payment default amounting to at least one monthly installment. The same applies to payment arrears that reach or exceed the amount of one monthly installment.

Section 4 — Project cancellation by the Customer

A substantial project cancellation exists in particular if the Customer terminates the contract or unilaterally cancels the project after acceptance of the offer and payment of the down payment, and the Provider has already begun performing the services. This includes, among other things:

• the creation or planning of dialog structures
• the implementation or connection of technical interfaces
• the technical preparation or integration of the chatbot
• the setup of hosting environments

In these cases, the down payment made remains with the Provider in any event. In addition, the Provider is entitled to a lump-sum compensation for lost business in the amount of 30% of the total agreed contract value. If the Provider’s actual work effort exceeds this amount, the Provider is entitled to invoice the actual effort on the basis of the hourly rate agreed in the offer. The 30% lump sum applies in any event as minimum compensation and is owed in addition to the down payment.

Section 5 — Contract term & termination

1. Contracts are concluded for an indefinite period unless otherwise agreed.
2. Either party may terminate the contract by ordinary notice with a notice period of three months to the end of a month. The right to extraordinary termination without notice remains unaffected. For the Provider, good cause entitling it to extraordinary termination of this contract exists if the Customer has failed to perform a required act of cooperation for the fulfillment of this contract within a reasonable period set by the Provider, books a package that is not approved for its company, or uses the software for several companies without having concluded a corresponding contract. Good cause for extraordinary termination of the contract without notice by the Provider also exists if the Customer is in default with the payment of a due installment, or of a part thereof that has reached the amount of one installment, for at least fourteen (14) workdays.
3. Notice of termination must be given at least in text form (email, or in writing by mail or fax). The Provider confirms receipt of the notice of termination in the same form.

Section 6 — Late payment & reminders

1. In the event of late payment, default interest of 9% above the base interest rate pursuant to Section 288 of the German Civil Code (BGB) is charged.
2. A reminder fee of €5.00 is charged for the second and each subsequent reminder.
3. In the event of late payment amounting to at least one monthly installment — the same applies to payment arrears that reach or exceed the amount of one monthly installment — the Provider is entitled to temporarily block or permanently deactivate access to all services provided (e.g., chatbots, hosting, systems).

Section 7 — Copyrights & terms of use

1. All rights to the developed software, including all scripts, configurations, dialog structures, designs, interfaces, and other programmed components, remain entirely with the Provider.
2. The Customer receives a simple, non-transferable, and non-exclusive right to use the solution provided. This right of use is tied to the ongoing payment of the agreed monthly fee.
3. Use of the software is permitted only within the scope of application described in the offer. Any use beyond this, in particular for other technical purposes, platforms, content, or applications, requires the express written consent of the Provider.
4. Any use for unintended purposes, reproduction, modification, or passing on of the software or its components is prohibited. The Provider assumes no liability whatsoever for damages, legal consequences, or other consequences arising from unauthorized or improper use.
5. The right of use expires automatically if the monthly payment is not made or not made in full, or if the Customer violates the terms of use. In these cases, the Provider is entitled to technically prevent use.
6. The monthly fee entitles the Customer to licensed use of the software during the active payment period and additionally includes technical operational readiness (e.g., hosting, system maintenance, minor adjustments).

Section 8 — Liability and indemnification

1. The Provider is liable for damages caused intentionally or through gross negligence, under guarantee promises unless otherwise provided in this regard, or on the basis of mandatory liability. Liability for damages caused by negligence is excluded insofar as it exceeds the damage typical for the contract, and is limited to a maximum of €50,000.00.
2. This exclusion of liability does not apply in the event of injury to life, body, or health.
3. The Provider is not liable for outages or disruptions caused by third parties, by force majeure, by maintenance work, or by technical errors beyond its sphere of influence (e.g., server failure, cyberattacks, infrastructure failure, API problems of third-party providers). Refunds of payments or claims for compensation on the basis of such events are excluded.
4. The Provider is expressly not liable for service failures, delays, or other disadvantages arising from illness, accident, force majeure, or other unforeseeable circumstances that temporarily or permanently impair the Provider’s performance of services or make it impossible.
5. In all other respects, the Provider’s liability is excluded.
6. The foregoing provisions also apply to the Provider’s vicarious agents and legal representatives.
7. In the internal relationship, the Customer indemnifies the Provider against all third-party claims — including the costs of legal defense in the statutory amount — that arise against the Provider from unlawful and/or contract-violating acts of the Customer within the scope of the contractual relationship.

Section 9 — Data protection & commissioned data processing (DPA)

1. The Provider processes personal data exclusively within the framework of the statutory requirements of the General Data Protection Regulation (GDPR).
2. Insofar as the Provider processes personal data on behalf of the Customer (e.g., via hosting or storage of chat histories), this takes place only after conclusion of a separate data processing agreement (DPA) pursuant to Art. 28 GDPR.
3. The Provider undertakes to comply with appropriate technical and organizational measures (TOMs) to protect the processed data.
4. Full responsibility for the lawful use of the chatbot and for its integration into websites that comply with data protection law lies with the Customer.
5. The Customer is obligated to properly inform its end users about the data processing by means of its own privacy policy.

Section 10 — Confidentiality

The Customer undertakes to treat as confidential all information, concepts, processes, and technical implementations of the Provider that are not generally known. Disclosure to third parties or use outside the agreed project scope is not permitted.

Section 11 — Use as a reference

After completion, the Provider is entitled to name the project as well as the Customer’s name and logo as a reference in marketing materials, on the website, or in presentations, unless the Customer expressly objects.

Section 12 — Place of jurisdiction & applicable law

1. If the Customer is a merchant or does not have a general place of jurisdiction in Germany, the parties agree that the place of jurisdiction for all disputes arising from and in connection with this contract shall be Siegen, Germany. This does not apply if an exclusive place of jurisdiction is established or exists for the dispute.
2. Contracts concluded between the Provider and the Customer are governed exclusively by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Section 13 — Amendments to the Terms

The Provider reserves the right to amend these Terms as needed and subject to a reasonable notice period. Existing customers will be informed of changes by email four weeks before the changes take effect. In the notification, the Provider points out the intended amendment of the Terms, the period, and the consequences of an objection or of the absence of an objection.

Section 14 — Final provisions

There are no oral side agreements. Amendments require text form. Should a provision be invalid, the remainder of the contract remains valid, and the invalid provision is replaced by a valid provision.