General Terms and Conditions
§ 1 Scope of Application
(1) These General Terms and Conditions (GTC) apply to all contracts between Masterplan Tech Solutions GmbH, Leopoldstr. 31, 80802 Munich, Germany (hereinafter "Provider") and its customers within the meaning of § 14 BGB (entrepreneurs) (hereinafter "Customer").
(2) These GTC apply to all services of the Provider, in particular:
a) IT consulting services (Module A),
b) software and AI development projects (Module B), and
c) the use of the SaaS platform "mAItflow" (Module C).
(3) Deviating, conflicting or supplementary terms and conditions of the Customer shall only become part of the contract if and insofar as the Provider has expressly agreed to their validity in text form.
§ 2 Conclusion of Contract
(1) Offers by the Provider are non-binding and without obligation.
(2) A contract is concluded by:
a) acceptance of an offer by the Customer,
b) contract signing by both parties, or
c) actual provision of services by the Provider.
(3) By way of derogation from paragraph 2, when using the SaaS platform "mAItflow", a contract is concluded through registration by the Customer on the platform and subsequent confirmation by the Provider.
§ 3 Services of the Provider
(1) The specific scope of services is determined by the respective offer, the project contract or the service description.
(2) The Provider is entitled to engage subcontractors for the provision of services.
(3) The Provider renders its services at its own professional discretion, taking into account the respective state of the art.
§ 4 Remuneration and Payment Terms
(1) Remuneration is based on the respective contractual agreement and is calculated on a time-and-materials basis, as a fixed price or within the framework of a subscription model.
(2) Unless otherwise agreed, invoices are due for payment within 14 days of receipt without deduction.
(3) All prices are exclusive of statutory value added tax.
(4) In the event of default in payment, the Provider is entitled to charge statutory default interest and, after prior notice with a reasonable deadline, to suspend the provision of services.
§ 5 Customer's Obligations to Cooperate
(1) The Customer is obliged to perform all acts of cooperation required for the provision of services in a timely manner, in particular to provide necessary information, data, content and access.
(2) The Customer ensures that it holds all necessary rights to the data and content provided and that no third-party rights are infringed.
(3) The Customer is obliged to carry out appropriate data backups.
(4) The Customer shall indemnify the Provider against all third-party claims arising from a breach of the aforementioned obligations.
§ 6 Liability
(1) The Provider is liable without limitation in cases of intent and gross negligence as well as for damages arising from injury to life, body or health.
(2) In cases of slight negligence, the Provider is only liable for breach of material contractual obligations (cardinal obligations). In such cases, liability is limited to the typically foreseeable damage, but not exceeding the remuneration paid by the Customer in the 12 months prior to the event giving rise to the damage.
(3) Liability for indirect damages, in particular loss of profit and data loss, is excluded to the extent permitted by law.
(4) The Provider is only liable for data loss insofar as such loss would not have been avoidable even with proper data backup by the Customer.
(5) The limitations of liability also apply in favour of the Provider's employees, representatives and vicarious agents.
§ 7 Confidentiality
(1) The parties undertake to treat all confidential information obtained in connection with the contractual relationship as strictly confidential and to use it exclusively for the purposes of contract performance.
(2) This obligation does not apply to information that is publicly known or becomes known without breach of this agreement.
(3) The confidentiality obligation shall continue for a period of two years beyond the end of the contract.
§ 8 Data Protection
(1) The Provider processes personal data exclusively in accordance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR).
(2) Insofar as the Provider processes personal data on behalf of the Customer, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR.
§ 9 Force Majeure
The Provider is not liable for disruptions to services caused by events of force majeure that are beyond its control.
§ 10 Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Munich, to the extent permitted by law.
(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.
Module A – IT Consulting
§ 11 Type of Contract
(1) IT consulting services are provided as service contracts.
(2) No specific economic, technical or other success is owed.
§ 12 Performance of Services
(1) The Provider renders consulting services to the best of its knowledge and taking into account the current state of the art.
(2) Recommendations and assessments do not constitute a guarantee or assurance of specific results.
§ 13 Rights of Use
(1) Insofar as work results arise within the scope of consulting, the Customer receives a simple, non-transferable right of use for internal business purposes, unless otherwise agreed.
(2) Transfer to third parties or commercial use outside the Customer's own company requires the prior consent of the Provider.
Module B – AI Software Development & Projects
§ 14 Type of Contract
(1) Services in the area of software and AI development are provided – depending on the agreement – as a work contract, service contract or hybrid form.
(2) The specific type of contract is determined by the respective offer or project contract.
§ 15 Scope of Services
(1) The scope of services, milestones, timelines and any acceptance criteria are determined exclusively by the individual project contract.
(2) The Provider is entitled to use methods, frameworks, models and development approaches at its own professional discretion.
§ 16 Customer's Obligations to Cooperate
(1) The Customer shall provide in particular technical requirements, data, training data, content, technical access as well as feedback and acceptances in a timely and complete manner.
(2) The Customer warrants that it holds all necessary rights to the data and content provided and indemnifies the Provider against third-party claims.
§ 17 Acceptance (for Work Contracts)
(1) Where acceptance has been agreed, the service shall be deemed accepted if
a) the Customer uses the service productively, or
b) does not report material defects within 14 days of delivery.
(2) Immaterial defects do not entitle the Customer to refuse acceptance.
§ 18 Usage and Intellectual Property Rights
(1) Upon full payment, the Customer receives a simple, non-transferable right of use of the project results for its own business purposes.
(2) Transfer, sublicensing or use for third parties requires the consent of the Provider.
(3) All pre-existing rights, in particular to libraries, frameworks, AI models, prompts, tools and methods, remain with the Provider.
(4) The Provider is entitled to continue using generic insights and know-how from the project.
§ 19 AI-specific Provisions
(1) The Customer is aware that AI systems may produce probabilistic results.
(2) AI-generated content does not constitute reliable or verified information and is not suitable for sole decision-making purposes.
(3) The Provider assumes no warranty for the accuracy, completeness or legal usability of the results.
(4) The Customer is responsible for the use, review and evaluation of the results.
§ 20 Revenue Share / Participation Models
(1) Where revenue- or success-based remuneration is agreed, all details are regulated exclusively in the project contract.
(2) The Customer is obliged to provide the Provider with transparent billing data.
(3) The Provider is entitled to audit billing upon prior notice.
(4) Without an express agreement, there is no entitlement to revenue participation.
§ 21 Liability for Development Projects
(1) Liability is governed by § 6 of these GTC.
(2) In addition:
a) No economic or technical success is owed.
b) There is no liability for decisions based on AI results.
c) Liability for consequential damages from automated processes is excluded to the extent permitted by law.
§ 22 Project Termination
(1) In the event of premature termination of a project, services rendered up to that point must be remunerated.
(2) Rights of use are granted only to the extent of the services actually remunerated.
Module C – SaaS (mAItflow)
§ 23 Subject Matter of the Contract
(1) The Provider makes the SaaS platform "mAItflow" available to the Customer as a cloud-based software solution via the internet.
(2) The platform enables in particular the use of AI-powered functions in the areas of knowledge management, document processing, communication and other digital work processes.
(3) The specific scope of functions is determined by the current service description or the agreed tariff.
§ 24 Scope of Services and Further Development
(1) The Provider makes the platform available in its respective current version.
(2) The Provider is entitled to further develop, adapt or modify the platform, provided that the contractually agreed core functionality is not substantially impaired.
(3) There is no entitlement to specific functions or extensions unless these have been expressly agreed.
§ 25 Availability
(1) The Provider guarantees an average availability of the platform of 99.5% on an annual average.
(2) Excluded from this are scheduled maintenance work, security-relevant updates and disruptions beyond the Provider's control.
(3) A claim to service credits or other compensation exists only if this has been expressly agreed.
§ 26 Rights of Use
(1) The Provider grants the Customer a simple, non-exclusive, non-transferable and non-sublicensable right to use the platform for the duration of the contract.
(2) Use is limited to the Customer's own business purposes.
(3) Use for third parties requires the consent of the Provider.
§ 27 Warranty
(1) The Provider does not owe complete freedom from defects of the platform, but rather its substantially contractual usability.
(2) Temporary restrictions may occur in particular due to maintenance or further development.
(3) The Customer is obliged to report defects without delay.
§ 28 Term and Termination
(1) The contract term is based on the selected tariff.
(2) Unless otherwise agreed, the contract is automatically renewed if not terminated in due time.
(3) The right to extraordinary termination remains unaffected.
§ 29 Data and Data Security
(1) The Customer remains the owner of its data.
(2) The Provider takes appropriate security measures.
(3) Permanent storage after the end of the contract is not owed.
§ 30 Data Export and Deletion
(1) The Customer may export its data within 30 days after the end of the contract.
(2) Thereafter, the data will be deleted unless statutory obligations require otherwise.
§ 31 AI-generated Content
(1) The platform uses AI systems.
(2) Results may be erroneous or incomplete.
(3) They are not suitable for sole decision-making purposes.
(4) The Provider assumes no liability.
(5) The Customer is obliged to review the results.
§ 32 No Success Owed
The Provider does not owe any economic or technical success.
§ 33 Audit and Evidence
(1) The Customer may request evidence of security measures.
(2) This is provided through documentation or certifications.
(3) Audits are conducted only in a reasonable manner and with prior notice.
§ 34 Amendments to the GTC
(1) Amendments will be notified 30 days in advance.
(2) If no objection is raised, they are deemed accepted.
(3) In the event of an objection, the Provider may terminate the contract.