General Terms and Conditions

AI-Z GmbH

These General Terms and Conditions apply to all offers, services and legal transactions of AI-Z GmbH (hereinafter „AI-Z“ or „Contractor“) with and towards clients, participants, principals or other contracting parties (hereinafter „Client“), irrespective of whether these are concluded online via ai-z-group.com, by email, by telephone or in writing.

§ 1 Scope and incorporation

1.1 These Terms apply to all business areas of AI-Z Group: consulting and strategy workshops, training and continuing education programs, AI implementation and automation projects, support, analysis and integration services, licensing and software provision as well as all other project-based or recurring services.

1.2 They apply regardless of the contract format (online booking, email order, written contract, verbal agreement) and replace or supplement individual agreements.

1.3 Deviating terms and conditions of the Client only apply if AI-Z Group has agreed to their validity in writing in advance.

1.4 These Terms also apply to future transactions without the need for renewed reference.

1.5 These Terms apply exclusively in relation to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB).

§ 2 Conclusion of contract

2.1 A contract is concluded by mutual signature, acceptance of written offers or conclusive conduct.

2.2 Offers from AI-Z Group are binding for 14 days unless otherwise stated.

2.3 AI-Z Group reserves the right to refuse registrations.

§ 3 Description of services

3.1 Details arise from relevant documents such as the offer or project plan.

3.2Changes to services (change requests) and the resulting additional costs and schedule changes are set out jointly in a written offer prior to their implementation and require the Client’s approval.

3.3 Partial services and partial invoices are permissible.

3.4 AI-Z Group is entitled to use qualified subcontractors or freelancers to provide the services; it is liable for their performance as for its own fault.

§ 4 AI-specific provisions

4.1 For AI-supported services, AI-Z Group strives for the highest possible quality of results; however, complete freedom from error or accuracy of the results generated by AI systems cannot be guaranteed.

4.2AI results and systems are tested internally by AI-Z Group prior to going into production and are then submitted to the Client for its own review. Production operation begins only after the Client has expressly approved it in text form. Delays caused by the Client’s failure to review or approve in good time are governed by § 7.

§ 5 Prices, payment terms and invoicing

5.1 All prices are net plus the applicable VAT.

5.2 Travel and incidental expenses are charged separately unless expressly included.

5.3 The standard payment model comprises a 30% down payment after signing, with monthly invoicing based on hours rendered. Invoicing takes place by the 5th working day of the following month, payment term 14 calendar days net.

5.4 Interim invoices are possible.

5.5 In the event of late payment, AI-Z Group is entitled to charge default interest pursuant to § 288 (2) BGB, dunning fees and to suspend performance until all claims have been settled.

5.6 The Client may only set off claims of AI-Z Group against undisputed or legally established counterclaims. The assignment of claims arising from this contract requires the prior written consent of AI-Z Group, which may not be unreasonably withheld.

§ 6 Cancellations and rebookings

6.1 Training & workshops

• 30 days before the date: 30% cancellation fee
• 14–30 days: 50% cancellation fee
• < 14 days or no-show: 100% cancellation fee

Rebookings are deemed cancellation with new booking if no replacement date is available.

6.2 Consulting and implementation projects
After commissioning, before project start: 25% of the planned project volume. After project start: invoicing of all hours rendered up to that point plus 50% of the planned remaining term, but at least 25% of the total amount. Subcontractor services already commissioned will be passed on in full.

6.3 General
A substitute participant may be nominated at any time at no additional cost. In the cases of § 6.1 and § 6.2, the Client reserves the right to prove that no damage, or a significantly lesser damage, was incurred than the respective flat fee; in that case, only the lesser damage shall be reimbursed.

§ 7 Client cooperation obligations

The Client is obliged to: provide relevant data, access and contacts; grant timely approval of interim results; ensure the availability of key personnel; and organisationally integrate the results. Delays or additional expenses caused by insufficient cooperation shall be borne by the Client.

§ 8 Acceptance of work results

8.1 The acceptance procedure is carried out according to agreed criteria.

8.2 Insignificant deviations do not justify refusal of acceptance.

8.3 Acceptance is deemed to have taken place if the Client was requested in text form to accept the work, with an express reference to this legal consequence, and no written notice of defects is received within 14 days of receipt of that request.

§ 9 Ownership, usage and copyright

9.1The copyright and other protective rights to the work results created by AI-Z Group remain with AI-Z Group, subject to the Client’s rights to documents, data or preliminary work it has contributed (§ 10.4). The Client is granted only the rights of use set out in § 9.3.

9.2 The granting of the rights of use under § 9.3 is subject to full payment of the agreed remuneration. Where work results are handed over on a physical data carrier or in other physical form, that item remains the property of AI-Z Group until full payment has been made.

9.3 Upon full payment, the Client receives a simple, non-transferable, time-unlimited right of use in the work results created for it.

9.4 Pre-existing software and open-source components are subject to their respective licence terms.

§ 10 Data protection & confidentiality

10.1 Both parties undertake to treat all non-public information as confidential, also beyond the term of the contract, for a period of three years after the end of the contract; for trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), this obligation continues indefinitely.

10.2 Personal data is processed exclusively within the framework of the GDPR.

10.3Insofar as AI-Z Group’s services constitute processing of personal data on behalf of the Client within the meaning of Art. 28 GDPR, the parties shall conclude a corresponding data processing agreement before processing begins. AI-Z Group provides a contract pursuant to Art. 28 GDPR for this purpose.

10.4The rights to documents, concepts, source code or models that a party contributes to the collaboration remain with the contributing party; disclosure to third parties requires that party’s written consent.

§ 11 Liability

11.1 AI-Z Group is liable without limitation for intent, gross negligence, injury to life, body and health as well as under the German Product Liability Act.

11.2 In the event of slight negligence, it is only liable for the breach of material contractual obligations (cardinal obligations), limited to the typically foreseeable damage, up to a maximum of the agreed net remuneration of the relevant project or, in the case of service contracts with ongoing remuneration, up to the net remuneration of the billing month in which the damage-causing event occurred.

11.3 Liability is excluded for indirect damages and consequential damages, lost profits, loss of data unless caused by intentional or grossly negligent breach of duty, and business interruptions caused by force majeure or cyber attacks.

11.4 If AI-Z Group acts at the express request of the Client despite having pointed out legal or technical risks, the Client shall indemnify AI-Z Group against all resulting third-party claims.

§ 12 Force majeure

AI-Z Group is not liable for delays or non-performance caused by events outside its reasonable sphere of influence (e.g. natural disasters, pandemics, industrial action, state intervention, cyber attacks).

§ 13 Reference and marketing rights

AI-Z Group may use the Client’s name, logo and a factual project description as a reference (website, presentations, social media) unless the Client objects in writing.

§ 14 Contract term and termination

14.1 Project contracts end upon full performance.

14.2Ongoing service contracts can be terminated with three months’ notice to the end of the month.

14.3 Termination without notice is possible for good cause, for example in the event of payment default of more than 30 days or serious breaches of contract.

§ 15 Continued validity of individual provisions

Provisions on liability, confidentiality, usage rights, place of jurisdiction and data protection shall remain in force beyond the term of the contract.

§ 16 Applicable law, place of jurisdiction and dispute resolution

German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is Stuttgart, to the extent legally permissible. The parties may agree to mediation or arbitration proceedings.

§ 17 Severability clause

Should individual provisions of these Terms be invalid, the validity of the remaining provisions shall remain unaffected.