Terms and Conditions
These terms apply to automation projects and to the ongoing operation we take on for businesses. As short as possible, as precise as necessary.
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This is a translation. Our place of business is in Germany, so the German version is the legally binding one. Where the two differ, the German text prevails.
1. Scope
These terms and conditions apply to all contracts between us – the provider named in the imprint – and our clients (the “client”) concerning process automation, AI agents and their operation.
We work exclusively with businesses within the meaning of Section 14 of the German Civil Code, as well as with legal entities and special funds under public law. We do not enter into contracts with consumers.
Differing or additional terms of the client do not become part of the contract unless we expressly agree to them in text form. This also applies where we perform a service without reservation while aware of such terms.
Whatever is individually agreed in a quote or an order confirmation takes precedence over these terms.
2. Subject matter
What exactly we take on is set out in the quote or the order confirmation. Project work – building, setting up, handover – is performed as work and services with formal acceptance. Ongoing operation is performed as a service; we do not owe a particular outcome for it.
We owe a specific time saving, error rate or availability only where we expressly warrant it in the quote. Figures on our website and in presentations are experience values and results of third-party studies, not a promise.
Typical scope of work:
- Mapping the existing processes and selecting those worth automating.
- Building workflows on platforms such as n8n, Make or Zapier, including connecting the client's systems.
- Setting up AI agents and components, for instance to classify messages, read documents or draft replies.
- Documentation, handover and training of the client's staff.
- On request: monitoring, maintenance and further development of the automations we built.
3. Quotes and conclusion of contract
What is shown on this website is not a binding offer, but an invitation to talk to us.
A contract is concluded when we issue a quote in text form and the client accepts it in text form, at the latest when we start work and the client does not object without undue delay. Our quotes are valid for 30 days unless stated otherwise.
A free initial conversation or an automation check does not by itself create a contract for implementation.
4. The client's cooperation
Automations reach into the client's systems. Without the client's cooperation we cannot work.
If the client does not meet its cooperation obligations, agreed dates shift accordingly. Additional effort caused to us is billed on a time and materials basis at the agreed rates.
The client provides, in good time and free of charge:
- a named contact person with authority to decide,
- the necessary access, accounts and permissions for the systems to be connected,
- the required licences for the platforms and interfaces used,
- test data and an environment in which we can experiment safely,
- feedback and approvals within the agreed deadlines.
5. Third-party platforms and accounts
The automations run on third-party platforms – such as n8n, Make or Zapier – and use the interfaces and AI services the client employs. The client concludes the contracts with those providers itself and bears their cost, unless agreed otherwise.
We cannot stand behind the availability, pricing or feature set of those providers. If a provider changes its interface, its pricing model or its terms of use, adapting the affected automation is separately commissioned work, unless an operations contract covers it.
The client ensures that it is allowed to have the data it puts through the automations processed there.
6. Particularities of using AI
AI models are not deterministic: identical inputs can produce different outputs, and results can be factually wrong even when they sound convincing. That is a property of the technology, not a defect in our work.
We therefore build automations so that results with legal or financial consequences are approved by a human before they are carried out. If the client expressly waives such approval, it bears the risk of the actions triggered as a result.
The client remains responsible for the content it publishes or sends on the basis of our automations, and for the requirements that apply to its use, including the obligations under Regulation (EU) 2024/1689 (the AI Act) where these apply to it. We point out requirements we can see, but we do not give legal advice.
7. Acceptance
We make project work available for acceptance and state what is to be checked. The client checks within ten working days and either declares acceptance in text form or names the defects that stand in its way.
If the client does not respond within that period, or puts the work into productive use, the work is deemed accepted. Minor defects do not prevent acceptance; we fix them afterwards.
Where the work consists of separable parts, each part can be accepted on its own.
8. Ongoing operation
If the client commissions ongoing operation, we monitor the automations, fix faults and adapt them within the agreed scope.
Response times and availability levels apply only where expressly agreed. Without a separate agreement we respond on working days between 9 am and 5 pm.
Operations contracts run for an indefinite period. Either side may terminate them in text form with one month's notice to the end of a month. The right to terminate for good cause remains unaffected.
Outages caused by faults at third-party platforms or interfaces are outside our control and do not constitute a breach of our obligations.
9. Fees and payment
The fee agreed in the quote applies, either as a fixed price for a defined project or on a time and materials basis at the agreed rates. Operations work is billed monthly.
All prices are net, that is, plus statutory VAT. We are subject to standard VAT and do not apply the small business scheme under Section 19 of the German VAT Act.
Invoices are due without deduction within 14 days of receipt. For projects from EUR 5,000 net we may require a down payment of up to 40 per cent on placing the order.
If the client is in default, statutory default interest applies. After prior notice we may pause work until the amount due has been received.
The cost of the platforms and AI services used is borne by the client, unless agreed otherwise.
10. Dates and deadlines
Dates are non-binding unless we expressly describe them as binding. Binding dates presuppose that the client provides its cooperation on time.
Circumstances beyond our control – in particular outages at third-party platforms, changes to their interfaces, industrial action and official measures – extend the deadlines by the duration of the impediment.
11. Rights of use
On full payment, the client receives a non-exclusive right, unlimited in time and territory, to use, modify and further develop the workflows, configurations, prompts and documentation created for it within its own business.
Rights to our general building blocks, templates, tools and know-how are not transferred. We remain free to use them for other clients. The same applies to insights we gain while working, as long as they contain no confidential information of the client.
Where we use third-party or open source software, its licence terms apply.
12. Confidentiality
Both sides treat information they receive during the cooperation and that is recognisably confidential as confidential, and use it only for the purpose of the contract. This obligation continues for three years beyond the end of the contract.
Excluded is information that is publicly known, becomes known without breach of this obligation, or has to be disclosed on the basis of a statutory or official order.
We name the client as a reference and show results publicly only with its prior consent in text form.
13. Data protection and processing on behalf
Where we process personal data on the client's behalf as part of an engagement – for instance because we are given access to its mailbox or its CRM – we conclude a data processing agreement pursuant to Art. 28 GDPR beforehand. The client remains the controller for that data.
The client ensures that it is permitted to have the data passing through the automations processed, and issues us the necessary instructions.
Wherever possible, we set up automations so that they work with as little personal data as possible.
14. Defects
The statutory rules apply to project work, subject to the following. The client reports defects after acceptance without undue delay in text form and describes them so that we can reproduce them.
We remedy the defect by repair or by re-performance; the choice is ours. Only if the repair fails twice, or if we refuse it, may the client reduce the fee or withdraw from the contract.
Claims for defects become time-barred one year after acceptance. This does not apply in cases of intent, fraudulent concealment, or damage arising from injury to life, body or health; there the statutory periods apply.
There is no defect where the cause lies outside our work, for instance in changes to the systems of the client or of third parties, in changes made to the workflows without consulting us, or in outages of the platforms used.
15. Liability
We are liable without limitation for intent and gross negligence. We are likewise liable without limitation for damage arising from injury to life, body or health, for fraudulent concealment of a defect, within the scope of any guarantee given, and under the German Product Liability Act.
In cases of simple negligence we are liable only for the breach of material contractual obligations, that is, obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the client may regularly rely. In such cases liability is limited to the foreseeable damage typical for this type of contract.
Any further liability is excluded. This also applies to the personal liability of our agents and employees.
The client is responsible for backing up its data regularly. We are liable for loss of data only to the extent that would have been required to restore it had it been backed up properly.
16. Termination and handover
The client may terminate a contract for work at any time. We then retain the claim to the agreed fee, but must allow for what we save in expenses or earn elsewhere as a result of the termination (Section 648 of the German Civil Code).
After the cooperation ends we hand over, on request, the access credentials, the documentation and the current state of the workflows. We delete the client's confidential documents unless a retention obligation applies.
17. Final provisions
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
If the client is a merchant, a legal entity under public law or a special fund under public law, our place of business is the exclusive place of jurisdiction for all disputes arising from this contract. We may also sue the client at its general place of jurisdiction.
Amendments and additions require text form. This also applies to any waiver of this form requirement.
The client may transfer rights under this contract only with our prior consent in text form. It may set off only against claims that are undisputed or have been established with final legal effect.
If a provision of these terms is invalid, the remaining provisions stay in force. The statutory rule takes the place of the invalid provision.