Terms and Conditions (T&C)

§ 1 Scope of Application

These Terms and Conditions (hereinafter "T&C") apply to all business relationships between raspb webservices UG (haftungsbeschränkt), Am Eselsborn 4a, 55286 Sulzheim, registered in the Commercial Register of the Local Court of Mainz under HRB 54361 (hereinafter "Contractor"), and its clients (hereinafter "Client").

These T&C apply exclusively. Conflicting or deviating conditions of the Client shall only be recognised if the Contractor has expressly agreed to their applicability in writing.

These T&C shall also apply to future business relationships without the need for renewed reference.

These T&C are directed exclusively at entrepreneurs within the meaning of § 14 BGB, legal persons under public law, and special funds under public law.

§ 2 Services of the Contractor

2.1 Scope of Services

The Contractor provides in particular the following services:

• Web development and web design
• Development of web applications and software
• IT consulting and digital transformation
• AI services (chatbots, agents, RAG systems, automations)
• Hosting and cloud services
• Training and workshops
• Maintenance and support
• Other IT services by agreement

2.2 Service Description

The nature and scope of the respective service shall be determined by the individual offer, project order, or service agreement. Verbal ancillary agreements require written confirmation.

2.3 Scope Changes (Change Requests)

Changes to the scope of services during the project term require a written agreement by both parties. Prior to implementation, the Contractor shall submit to the Client an effort estimate and cost calculation.

2.4 Partial Services

The Contractor is entitled to render partial services, provided this is reasonable for the Client.

§ 3 Offers and Contract Formation

Offers made by the Contractor are subject to change and non-binding unless expressly designated as binding.

The contract is formed by:

• Written order confirmation by the Contractor
• Written acceptance of the offer by the Client
• Commencement of service provision by the Contractor

Unless stated otherwise, offers are valid for 30 calendar days from the date of the offer.

Obvious errors, typographical mistakes, and calculation errors in offers entitle the Contractor to rescind.

§ 4 Remuneration and Payment Terms

4.1 Remuneration

The remuneration is determined by the respective offer or project order. All prices are stated in euros, net, plus the applicable statutory value added tax.

4.2 Pricing Models

The Contractor works according to the following models:

• Fixed price: lump-sum remuneration for a defined scope of services
• Time & Material: billing based on actual effort at agreed hourly/daily rates
• Retainer / maintenance contract: monthly flat rate for ongoing services

4.3 Payment Terms

• Invoices are payable within 14 days of the invoice date without deduction.
• For projects exceeding €2,500 net, the Contractor is entitled to request instalment payments.
• Standard payment schedule for projects: 30% upon order placement, 30% upon design approval, 40% upon acceptance.

4.4 Default of Payment

• In the event of default of payment, the Contractor is entitled to charge default interest at a rate of 9 percentage points above the applicable base interest rate (§ 288 Abs. 2 BGB).
• The right to claim further damages resulting from the default is reserved.
• In the event of payment default exceeding 14 days, the Contractor is entitled to suspend the provision of services until full payment has been received.

4.5 Set-Off and Retention

The Client may only set off claims that are undisputed or have been established by final and binding judgment. A right of retention may only be exercised insofar as it arises from the same contractual relationship.

4.6 Price Adjustment for Ongoing Obligations

In the case of ongoing obligations (maintenance, hosting, support), the Contractor is entitled to adjust the remuneration once per year with three months' advance notice. Price increases of more than 5% entitle the Client to terminate the contract with extraordinary notice.

§ 5 Client's Duty to Cooperate

The Client is obliged to cooperate in the provision of services to a reasonable extent. This includes in particular:

• Timely provision of all information, data, and documents necessary for the provision of services
• Provision of access credentials to existing systems
• Designation of an authorised contact person with decision-making authority
• Timely review and approval of interim results (within 5 working days)
• Provision of content (texts, images, logos) in digital form

If the Client fails to fulfil its duty to cooperate, agreed dates and deadlines shall be extended accordingly. Any additional costs arising therefrom shall be borne by the Client.

The Client is solely responsible for backing up its own data and systems. The Contractor recommends regular backups before the commencement of each project phase.

§ 6 Dates and Deadlines

Dates and deadlines are only binding if they have been expressly agreed as such.

Compliance with deadlines is contingent upon the timely and proper fulfilment of the Client's duty to cooperate.

Delays due to force majeure or unforeseeable events entitle the Contractor to an appropriate extension of deadlines.

In the event of foreseeable delays, the Contractor shall notify the Client without undue delay and propose a revised schedule.

§ 7 Acceptance

The Client is obliged to inspect the Contractor's services within 10 working days of notification of completion and either accept them or notify the Contractor in writing of any justified defects.

If no response is received within the deadline, the service shall be deemed accepted (tacit acceptance).

Acceptance may not be refused on account of immaterial defects. Immaterial defects shall be recorded in a protocol and remedied promptly.

Upon acceptance, an acceptance record shall be drawn up documenting the status of the services, any defects, and the deadline for their rectification.

§ 8 Warranty

8.1 Notification of Defects

The Client must notify the Contractor of defects in writing without undue delay upon discovery. The notification must contain a comprehensible description of the defect.

8.2 Subsequent Performance

In the case of justified defects, the Contractor shall have the right to subsequent performance (rectification of defects or re-creation) within a reasonable period.

8.3 Warranty Period

The warranty period is 12 months from acceptance of the respective service.

8.4 Exclusion

Warranty is excluded in cases of:

• Improper use or operation by the Client
• Modifications made by the Client without prior agreement
• Defects caused by third-party software, plugins, APIs, or services
• Errors attributable to incomplete or incorrect materials supplied by the Client
• Normal technological obsolescence

8.5 No Warranty for Third-Party Providers

The Contractor provides no warranty for the availability, functionality, or security of third-party services (hosting, APIs, cloud services), unless the selection of such services was the Contractor's sole responsibility.

§ 9 Liability

9.1 Limitation of Liability

• The Contractor's liability is unlimited in cases of intent and gross negligence.
• In cases of slight negligence, the Contractor shall only be liable for breach of material contractual obligations (cardinal obligations). In such cases, liability is limited to the typical, foreseeable damage.
• Liability is in any case limited to the net contract value of the respective individual order, but not exceeding €50,000.

9.2 Exclusion of Liability

Liability is excluded for:

• Loss of profit
• Indirect damages and consequential damages
• Loss of data, to the extent that the Client has failed to take adequate data backup measures
• Damages caused by force majeure

9.3 Unaffected Liability

Liability under the Product Liability Act, liability for injury to life, body, or health, and liability for fraudulent concealment of defects remain unaffected.

§ 10 Rights of Use and Intellectual Property

10.1 Transfer of Rights

Upon full payment of the agreed remuneration, the Contractor grants the Client the exclusive, temporally and territorially unrestricted rights of use to the individually created works.

10.2 Retention of Title

Until full payment has been received, all rights of use and ownership remain with the Contractor. Until that time, the Client is granted only a simple, non-transferable right of use.

10.3 Open-Source Components

The Contractor uses open-source components in accordance with current industry standards. These are subject to their respective licence terms, which are set out in the technical documentation.

10.4 Pre-existing Intellectual Property

Intellectual property that existed prior to the commencement of the project or was developed independently remains with its respective owner. To the extent such property is incorporated into the project result, the Client is granted a simple, perpetual right of use.

10.5 Reference and Portfolio

The Contractor is entitled to use services rendered in anonymised or general form as a reference in its own portfolio, on its website, and in marketing materials, unless the Client expressly objects in writing.

§ 11 Confidentiality

Both parties undertake to keep confidential all confidential information obtained in the course of their cooperation and to use it solely for the purposes of the contractual relationship.

The duty of confidentiality shall continue for a period of 3 years beyond the end of the contractual relationship.

The duty of confidentiality does not apply to information that:

• is or becomes publicly known (without fault of the receiving party),
• was already known to the receiving party,
• was lawfully transmitted by a third party without any obligation of confidentiality, or
• must be disclosed by virtue of a statutory obligation.

Where required, the parties shall conclude a separate confidentiality agreement (NDA), the provisions of which shall take precedence over the provisions of this section.

§ 12 Data Protection

Both parties shall comply with the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

To the extent that the Contractor processes personal data on behalf of the Client in the course of providing its services, the parties shall conclude a separate Data Processing Agreement (DPA) in accordance with Article 28 GDPR.

The Contractor processes personal data of the Client (contact data, project data) for the performance of the contract pursuant to Article 6(1)(b) GDPR.

Further information on data processing can be found in the privacy policy at agentenwerk.ai/privacy.

§ 13 Hosting and Availability

To the extent that the Contractor provides hosting services, it shall endeavour to achieve an availability of 99.5% on an annual average. Excluded from this are scheduled maintenance work, force majeure, and disruptions at third-party providers.

Scheduled maintenance work shall be announced with at least 48 hours' advance notice and, where possible, carried out outside of business hours.

Further service level agreements (SLA) may be agreed in a separate Service Level Agreement.

§ 14 Termination

14.1 Ordinary Termination

• Contracts for an indefinite period may be terminated in writing by either party with four weeks' notice to the end of a calendar month.
• Deviating notice periods may be agreed in the individual contract.

14.2 Extraordinary Termination

Termination without notice for good cause is permissible in particular where:

• A party fails to fulfil material contractual obligations despite a written reminder with a 14-day grace period
• Insolvency proceedings are opened against the assets of a party, or the opening of such proceedings is rejected for lack of assets
• A party ceases its business operations

14.3 Consequences of Termination

• Upon termination, all services rendered up to that point shall be remunerated in accordance with the status of completion.
• The Contractor shall make all work results available to the Client in a common format, insofar as these have been paid for.
• Confidentiality and data protection obligations remain unaffected by termination.

§ 15 Final Provisions

15.1 Written Form

Amendments and additions to these T&C and to individual contracts require written form. Text form (e-mail) is sufficient. This also applies to any waiver of the written form requirement.

15.2 Applicable Law

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).

15.3 Jurisdiction

The place of jurisdiction for all disputes arising from or in connection with the business relationship is Mainz, Germany, to the extent permitted by law.

15.4 Severability Clause

Should any provision of these T&C be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision.

15.5 Precedence of Individual Agreements

Individual agreements (offers, project orders, SLAs) take precedence over these T&C. In the event of conflicts, the following order of precedence applies:

1. Individual contractual agreements
2. Project order / service agreement
3. Offer
4. These T&C

Contact

raspb webservices UG (haftungsbeschränkt)
Am Eselsborn 4a | 55286 Sulzheim | Germany
E-Mail: kontakt@agentenwerk.ai
Web: agentenwerk.ai
VAT ID: DE459990159
HRB 54361 (Local Court Mainz)