General Terms and Conditions (GTC)

HKR AI Solutions GbR — Last updated: May 2026

Note: These Terms and Conditions are governed by German law. The German version is legally binding. The English version is provided for informational purposes only. In case of discrepancies, the German version prevails.

§ 1 Scope

  1. These General Terms and Conditions ("GTC") of HKR AI Solutions GbR, Wurmbenden 27, 52070 Aachen, Germany ("Contractor"), apply to all contracts for consulting, development, and other services in the field of artificial intelligence, process automation, and related technologies concluded with business clients (§ 14 BGB).
  2. Conflicting or deviating terms and conditions of the client become part of the contract only if the Contractor has expressly agreed to them in writing.
  3. These GTC apply exclusively to business clients (§ 14 BGB). No contractual relationship with consumers (§ 13 BGB) is established.

§ 2 Formation of Contract

  1. Offers by the Contractor are non-binding unless expressly designated as binding.
  2. A contract is formed by the client's written (including email) acceptance of the Contractor's offer or by signing a project agreement. The Contractor reserves the right to decline orders without stating reasons.
  3. Unless stated otherwise, offers are valid for 30 days from the offer date.

§ 3 Scope of Services

  1. The specific scope of services is defined in the respective offer or project agreement. Typical services include AI strategy consulting, process automation, AI chatbot and agent development and integration, data analysis, workflow automation, and related training.
  2. Changes or extensions to the scope of services require written agreement. Additional effort caused by the client's change requests may be invoiced separately.
  3. The Contractor is entitled to engage qualified subcontractors provided this does not impair contract performance.
  4. Unless otherwise expressly agreed, the Contractor owes a service (§ 611 BGB) and not a specific economic outcome.
  5. Notwithstanding paragraph 4, an individual project agreement may include a written "Pilot Project Agreement" containing a money-back guarantee in the event of no measurable results. The definition of "measurable progress" shall be recorded in writing before project commencement. This exception applies only to projects in which it has been expressly agreed.

§ 4 Client Cooperation Obligations

  1. The client shall provide all information, documents, and access required for service delivery in a timely and complete manner.
  2. The client shall designate a responsible contact person authorised to make decisions.
  3. Delays caused by inadequate cooperation of the client shall not be attributed to the Contractor. In such cases, the Contractor is entitled to extend agreed deadlines accordingly and to charge for any additional effort incurred.
  4. The client is responsible for ensuring that data and content provided are free from third-party rights and comply with applicable law.

§ 5 Fees and Payment Terms

  1. Fees are set out in the respective offer or project agreement. All prices are exclusive of applicable VAT.
  2. Invoices are due for payment within 14 days of the invoice date without deduction, unless otherwise agreed in writing.
  3. For projects with a total net value exceeding €2,000, the Contractor is entitled to require a down payment of up to 50 % of the contract value upon conclusion of the contract.
  4. In the event of late payment, the Contractor is entitled to charge default interest at a rate of 9 percentage points above the base interest rate pursuant to § 288(2) BGB. The right to claim further damages is reserved.
  5. The client may only set off claims that are legally established, undisputed, or acknowledged by the Contractor.

§ 6 Deadlines and Schedules

  1. Delivery and performance deadlines are only binding if expressly designated as binding in writing by the Contractor.
  2. Force majeure, labour disputes, official measures, and other unforeseeable, unavoidable events entitle the Contractor to extend agreed deadlines appropriately.

§ 7 Intellectual Property and Rights of Use

  1. All works created by the Contractor within the scope of the contractual relationship (software, concepts, documentation, data models, etc.) are protected by the Contractor's copyright.
  2. Upon full payment of the agreed fee, the Contractor grants the client a simple, non-transferable, perpetual right to use the created works for the contractually agreed purpose, unless otherwise expressly agreed.
  3. Open-source components and third-party libraries remain under their respective licences.
  4. The Contractor retains the right to use general knowledge and experience (know-how) gained during the project for other projects, provided no confidential information of the client is disclosed.

§ 8 Confidentiality

  1. Both parties undertake to treat all confidential information obtained during the collaboration (in particular trade secrets, technical and commercial information) as strictly confidential and not to disclose it to third parties.
  2. This obligation does not apply to information that is publicly known, was already known to the recipient, or was lawfully communicated to them by third parties.
  3. The confidentiality obligation applies for the duration of the contractual relationship and for three years after its termination.

§ 9 Liability

  1. The Contractor is liable without limitation for damages resulting from injury to life, body, or health, and for damages caused by intent or gross negligence.
  2. For slightly negligent breaches of material contractual obligations (cardinal obligations), the Contractor's liability is limited to the typical, foreseeable damage.
  3. Otherwise, the Contractor's liability for slightly negligently caused damages is excluded.
  4. The Contractor is not liable for damages arising from the unreviewed adoption of AI-generated outputs. The client is responsible for independently reviewing all AI results before use.
  5. The above limitations also apply to the personal liability of the partners.

§ 10 Data Protection

  1. Both parties undertake to comply with applicable data protection regulations, in particular the GDPR and the BDSG.
  2. Where the Contractor processes personal data of the client or its customers in the course of service delivery, the parties shall conclude a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR upon the client's request.

§ 11 Term and Termination

  1. Project contracts run until the agreed completion. Ongoing retainer or maintenance contracts may be terminated by either party with 30 days' notice to the end of the month, unless otherwise agreed.
  2. The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if a party commits a material breach and fails to remedy it within 14 days of written notice.
  3. In the event of termination by the client without good cause, the Contractor is entitled to the agreed fee less saved expenses (§ 648 BGB analogously).

§ 12 Final Provisions

  1. These GTC are governed by the law of the Federal Republic of Germany, 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 this contract is Aachen, Germany, provided the client is a merchant, a legal entity under public law, or a special fund under public law.
  3. Amendments and supplements to these GTC must be made in writing. This also applies to the waiver of the written form requirement.
  4. Should any provision of these GTC 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 valid provision that most closely reflects the economic purpose of the invalid provision.

HKR AI Solutions GbR · Wurmbenden 27 · 52070 Aachen, Germany · info@hkr-ai-solutions.de