General Terms and Conditions

§ 1 Scope

1. These General Terms and Conditions (hereinafter "GTC") apply to all contracts, deliveries and other services between Radu Gheorghe Brici, trading as "ElicitArt", Nibelungenplatz 1–2, 94032 Passau, Germany (hereinafter "Provider") and its customers (hereinafter "Customer").
2. The Provider's offering is addressed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. Contracts with consumers within the meaning of § 13 BGB are not concluded.
3. These GTC apply exclusively. Conflicting, deviating or supplementary general terms and conditions of the Customer shall not become part of the contract unless the Provider expressly agrees to their validity in writing.

§ 2 Subject matter of the contract and services

1. The Provider renders services in the field of AI-supported automation, in particular the conception, development, integration and operation of AI assistants, chatbots, process and communication automation, as well as related consulting and maintenance services.
2. The content, scope and quality of the services follow from the respective individual offer or order confirmation. Public statements, promotional claims or advertising do not constitute a contractual specification of quality.
3. Guarantees as to quality or durability are only assumed if they have been expressly designated as a "guarantee" in writing.

§ 3 Conclusion of contract

1. Offers made by the Provider are subject to change and non-binding unless they are expressly designated as binding.
2. The contract is concluded upon the Provider's order confirmation in written or text form, or upon commencement of the performance of services.

§ 4 Customer's duties to cooperate

1. The Customer shall provide the Provider with all information, data, content, access (e.g. to systems, accounts, interfaces) and contact persons required for the performance of the services in good time, in full and free of charge.
2. The Customer is responsible for ensuring that it is entitled to hand over the data and content provided and that no third-party rights are infringed thereby.
3. Delays resulting from cooperation not rendered, or not rendered in good time, by the Customer shall extend agreed deadlines appropriately; the Provider may invoice any additional expenditure arising as a result separately.

§ 5 Performance times and deadlines

1. Dates and deadlines are only binding if the Provider has expressly confirmed them as binding in writing.
2. If the Provider is in default, liability is limited in accordance with § 9 of these GTC.

§ 6 Remuneration and payment

1. All prices are net prices plus statutory value added tax at the applicable rate.
2. Unless otherwise agreed, invoices are due for payment without deduction within 14 days of receipt. For recurring services (e.g. operation, maintenance, subscriptions), billing takes place in advance for the respective service period.
3. In the event of default in payment, the Provider is entitled to charge default interest at the statutory rate (§ 288 (2) BGB). The assertion of further damages remains reserved.
4. The Customer may only set off claims that are undisputed or have been established with legal effect. The Customer is only entitled to a right of retention on account of counterclaims arising from the same contractual relationship.

§ 7 Rights of use

1. For work results created specifically for the Customer within the scope of the order and paid for in full, the Provider grants the Customer the right of use required for the contractual purpose, unlimited in time and territory. Until payment has been made in full, all rights remain with the Provider.
2. All rights to pre-existing tools, frameworks, libraries, templates and know-how used by the Provider remain with the Provider. The Provider is entitled to freely use the general knowledge acquired in the course of the project.
3. If the service contains third-party components or open-source software, their licence terms apply in addition.

§ 8 AI services and third-party services

1. The Provider's services are based in part on services and interfaces (APIs) of third-party providers, in particular providers of large AI language models. The availability, functional scope, pricing and terms of these third-party services are beyond the Provider's control and may change.
2. The Customer acknowledges that results produced by AI-supported systems may by their very nature be incorrect, incomplete or unsuitable (including so-called "hallucinations"). The Provider assumes no warranty for the factual accuracy, completeness or suitability of automatically generated output. The Customer is obliged to check AI-generated results for accuracy and lawfulness before using them commercially or publishing them.
3. The Provider does not owe uninterrupted availability of functions that depend on third parties.

§ 9 Warranty

1. The Provider warrants that its services conform to the contract in accordance with the statutory provisions, unless otherwise stipulated below.
2. The limitation period for claims based on defects is twelve (12) months from the statutory commencement of the limitation period. This does not apply to claims for damages arising from injury to life, body or health, in the event of intent or gross negligence on the part of the Provider, or in cases of mandatory statutory liability; in these cases the statutory limitation periods apply.
3. If the Customer is a merchant, the duty to inspect and give notice of defects pursuant to § 377 of the German Commercial Code (HGB) applies.

§ 10 Liability

1. The Provider is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, under the provisions of the German Product Liability Act, and to the extent of any guarantee assumed.
2. In the event of slightly negligent breach of a material contractual obligation (a cardinal obligation, the fulfilment of which is essential to the proper performance of the contract and on the observance of which the Customer may regularly rely), liability is limited to the foreseeable damage typical for this type of contract.
3. Otherwise, the Provider's liability for slight negligence is excluded. In particular, the Provider is not liable for loss of profit, indirect damage, consequential damage or damage resulting from business interruption.
4. The Provider is liable for the loss of data only to the extent that would have been necessary for restoration had the Customer carried out proper and regular data backups. The Customer remains responsible for adequate data backup.
5. The above limitations of liability also apply for the benefit of the Provider's legal representatives, employees and vicarious agents.

§ 11 Availability of operational services

Insofar as the Provider renders ongoing operational or hosting services, it endeavours to achieve the highest possible availability but does not owe any particular availability rate unless one has been expressly agreed. Maintenance, update and fault-clearance windows, as well as outages at third-party providers, do not count as unavailability.

§ 12 Data protection and processing on behalf of the Customer

The parties comply with the applicable data protection provisions. If the Provider processes personal data on behalf of the Customer, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR. In all other respects, the privacy policy applies.

§ 13 Confidentiality

The parties undertake to keep confidential all confidential information and trade secrets of the other party obtained in the course of the cooperation, and not to use them for purposes outside the contract. This obligation continues to apply after the contract has ended.

§ 14 Contract term and termination

1. In the case of continuing obligations, the term and notice periods are governed by the individual agreement. In the absence of such an agreement, the contract may be terminated with one month's notice to the end of the month.
2. The right to extraordinary termination for good cause remains unaffected. Notices of termination must be given in text form.

§ 15 Force majeure

Events of force majeure that substantially impede or render impossible the Provider's performance (including outages of telecommunications or third-party services, cyber attacks, official measures, energy or network failures) release the Provider from its obligation to perform for the duration of the disruption. Agreed deadlines are extended accordingly.

§ 16 Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Passau, Germany – provided the Customer is a merchant, a legal entity under public law or a special fund under public law. The Provider is also entitled to bring proceedings at the Customer's general place of jurisdiction.
3. Amendments and supplements to the contract must be made in text form. This also applies to any waiver of this formal requirement.
4. Should individual provisions of these GTC be or become wholly or partly invalid, the validity of the remaining provisions shall not be affected.