General Terms and Conditions

Preamble

Contracts for consulting and development services between the contracting parties — DANIC Tech GmbH, Augustastraße 32, 12203 Berlin (hereinafter “DANIC”), and the contracting party (hereinafter “Client”), together the “Parties”, are concluded on the following General Terms and Conditions (“GTC”).

These GTC, all individual contractual agreements (offer, order confirmation, statement of work / service schedule), the data processing agreement, and all other contractual agreements the Client enters into with DANIC in connection with performance of services together constitute the contract.

Clarification: B2B only

DANIC provides services exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal persons under public law, and special funds under public law. Contracts with consumers within the meaning of Section 13 BGB are not concluded. On concluding the contract, the Client warrants that it is acting in the course of its business activities.

Amendments to the GTC

DANIC reserves the right to amend these GTC at any time (e.g. due to changes in law, case law, or market conditions), subject to at least 30 days’ notice, provided the Client is not unreasonably disadvantaged. Notice is given by publishing the amended GTC with the effective date at danic.ai/en/legal/terms and by separate notice in text form (email to the address last provided by the Client). Amendments take effect if the Client does not object in text form within 30 days of receipt of the amendment notice and DANIC has informed the Client of this legal consequence and of the right to terminate in the amendment notice.

Capacity to contract

The Client declares that it has the rights and authorisations required to conclude this contract and fulfil the obligations stated therein.

Part A — General contractual terms

§ 1 Scope, subject matter

(1) These GTC apply to all consulting and development services DANIC provides to the Client. They also apply to all future business relationships, even if not expressly agreed again.

(2) The Client’s conflicting terms are hereby rejected. The Client’s terms and conditions do not become part of the contract even if DANIC does not expressly object or performs services knowing of those terms.

(3) The subject matter of the contract includes in particular:

1. consulting services in artificial intelligence, software architecture, product strategy, and digital transformation;
2. individual development services (concept, implementation, integration, migration);
3. training and workshop services;
4. other services agreed individually in the contract.

(4) The type, scope, and content of the specific services owed are set out in the respective offer, order confirmation, or a separate statement of work (“SoW”). In case of conflict between documents, the following order of precedence applies:

1. Individual agreement (SoW)
2. Order confirmation
3. Offer
4. These GTC

§ 2 Placing orders

(1) DANIC’s offers are non-binding unless expressly marked as binding. Unless otherwise stated, binding offers are valid for 30 days from the date stated.

(2) The contract is formed by written or electronic order confirmation from DANIC or by DANIC commencing performance.

(3) Only the written or electronic content of the contractual agreements is authoritative for interpretation. There are no oral side agreements.

§ 3 Performance of services

(1) Unless expressly agreed otherwise, the services owed are services within the meaning of Sections 611 et seq. BGB. A specific result is generally not owed unless the contract expressly designates an acceptable work product within the meaning of Section 631 BGB.

(2) For contract-for-work services, acceptance takes place in writing or text form upon completion. If the Client does not accept the work within 14 days despite request from DANIC and does not assert material defects, the work is deemed accepted.

(3) Dates and deadlines are binding only if expressly agreed as binding. If the Client’s cooperation is delayed or incomplete, agreed deadlines are extended accordingly.

(4) DANIC may use subcontractors in whole or in part to fulfil contractual obligations. DANIC is liable for them as for its own vicarious agents.

(5) Unless otherwise agreed, services are provided on business days (Monday to Friday, excluding public holidays at DANIC’s registered office) between 09:00 and 18:00.

§ 4 Client cooperation duties

(1) The Client provides DANIC with all information, documents, data, and access required for performance in a timely, complete, and accurate manner and keeps them up to date.

(2) The Client designates a responsible contact person and a deputy with sufficient decision-making authority.

(3) The Client is responsible for providing the IT environment required for performance (network, hardware, software, credentials, permissions).

(4) The Client is responsible for proper data backup and antivirus protection on its systems. Before DANIC intervenes in production systems, the Client ensures a current backup exists.

(5) If the Client fails to provide cooperation despite request, not in time, or incompletely, DANIC may, after unsuccessful setting of a deadline, charge reasonable compensation for waiting time or additional effort. Other claims of DANIC remain unaffected.

§ 5 Remuneration and payment

(1) Remuneration is set out in the respective offer or contract. It may in particular take the form of:

1. fixed price (for defined service packages or milestones);
2. effort-based remuneration (“time & material”) based on agreed daily or hourly rates;
3. recurring remuneration (e.g. monthly retainers);
4. combinations of the models above.

(2) All prices are net plus applicable statutory value added tax.

(3) Travel costs, expenses, and reimbursable third-party services are billed on an effort basis against proof, unless otherwise agreed.

(4) Invoices are due for payment without deduction within 14 days of the invoice date. For fixed-price projects, billing follows milestones as individually agreed. For time & material, billing is monthly in arrears.

(5) If payment is not made on time, the Client owes default interest at 9 percentage points above the European Central Bank base rate pursuant to Section 288(2) BGB and a flat fee of € 40.00 pursuant to Section 288(5) BGB. Assertion of further default damages remains unaffected.

(6) In the event of material payment default, DANIC is entitled, after prior reminder, to suspend performance until payment is received in full. Agreed deadlines are extended accordingly.

(7) The Client has a right of retention or set-off only to the extent counterclaims have been finally determined or are acknowledged by DANIC.

§ 6 Term, termination

(1) The contract term is set out in the respective individual agreement. Project contracts generally end upon acceptance or complete performance of the agreed services.

(2) For contracts of indefinite duration (e.g. retainer contracts), the ordinary notice period is three months to the end of a calendar month, unless otherwise agreed.

(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists for DANIC in particular if:

1. the Client is more than 30 days in default on payments due;
2. the Client materially breaches cooperation duties despite reminder;
3. insolvency proceedings are opened over the Client’s assets or are dismissed for lack of assets.

(4) Terminations require at least text form.

§ 7 Usage rights in work results

(1) To the extent protectable work results arise in the course of performance (e.g. concepts, source code, documentation, visualisations), DANIC grants the Client, upon full payment of the agreed remuneration, a non-exclusive, unlimited in time and territory, transferable right of use for the contractually agreed purpose.

(2) Exclusive transfer of usage rights requires an express written agreement and may require separate remuneration.

(3) Pre-existing intellectual property of DANIC remains the property of DANIC. This includes in particular generic methods, frameworks, tools, templates, pre-developed software components, and the danic-ai-os framework and all parts thereof. The Client receives in this respect a non-exclusive, non-transferable, non-sublicensable right of use within the scope of contractual use.

(4) Open-source components incorporated into work results are subject to the respective open-source licence terms. DANIC will inform the Client of open-source components used and their licences.

(5) DANIC is entitled to use generic know-how gained in the course of performance (methods, experience, concepts without client reference) without time limit for its own purposes and other client projects, provided confidentiality obligations are not breached.

§ 8 Use of AI systems

(1) The Client acknowledges and agrees that DANIC uses artificial intelligence systems to provide contractual services — in particular large language models from Anthropic PBC (Claude) and Microsoft Azure-based AI services.

(2) DANIC ensures that:

1. AI systems used meet the state of the art;
2. the Client’s personal data are processed only on the basis of a concluded data processing agreement and in compliance with the GDPR;
3. work results are reviewed by qualified staff before handover to the Client.

(3) DANIC does not warrant the factual accuracy, completeness, or timeliness of content generated by AI systems (“hallucinations”). The Client is obliged to review handed-over work results for suitability, correctness, and legal permissibility before productive use.

(4) If the Client uses or will use AI systems under its regulatory obligations under Regulation (EU) 2024/1689 (EU AI Act), it informs DANIC of the planned risk classification before conclusion of the contract. Use of high-risk AI systems within the meaning of the EU AI Act requires separate contractual agreements, in particular regarding conformity assessment, technical documentation, risk management system, and human oversight.

(5) The Client undertakes not to submit inputs to DANIC (prompts, data, documents) that contain unlawful content or infringe third-party rights.

(6) When processing special categories of personal data within the meaning of Art. 9 GDPR (in particular health data), supplementary compliance requirements apply (e.g. BSI C5, NIS2), which must be agreed separately in the contract.

§ 9 Confidentiality

(1) The Parties undertake to treat as confidential all confidential information of the other Party that becomes known to them in connection with the contract (in particular trade secrets within the meaning of Section 2(1) of the German Trade Secrets Act), not to disclose it to third parties, and to use it only for the contractually agreed purposes.

(2) Information marked as confidential and all information whose confidentiality follows from the circumstances are confidential.

(3) The confidentiality obligation does not apply to information that:

1. was already publicly known on receipt or later becomes so without fault of the receiving Party;
2. was demonstrably known to the receiving Party before transmission;
3. was transmitted to the receiving Party by third parties without confidentiality obligations;
4. must be disclosed due to legal obligation or official order (in that case the disclosing Party informs the other Party without undue delay).

(4) The confidentiality obligation continues for three years after the end of the contract.

(5) The Parties bind their employees and subcontractors to corresponding confidentiality rules.

§ 10 Data protection, processing on behalf

(1) The Parties comply with applicable data protection law, in particular the GDPR and the German Federal Data Protection Act (BDSG).

(2) If DANIC gains access to personal data of the Client or third parties in the course of performance, the Parties conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins. DANIC is not obliged to commence corresponding services before such an agreement is concluded.

(3) The Client is independently responsible for being authorised to transmit data provided to DANIC and for any required consents and information to data subjects.

§ 11 Defects, warranty

(1) For services, DANIC owes professional performance of the agreed services, not achievement of a specific result.

(2) For contract-for-work services, Sections 633 et seq. BGB apply with the following modifications:

1. Obvious defects must be notified in text form within two weeks of receipt of the service; hidden defects within two weeks of discovery. Warranty claims are excluded after these periods expire.
2. DANIC is primarily entitled to remedy defects. If remedy fails twice or is unreasonable, the Client may reduce remuneration or withdraw from the contract.

(3) The warranty period for contract-for-work services is one year from acceptance.

§ 12 Liability

(1) DANIC is liable without limitation for damage from intent and gross negligence, for damage from injury to life, body, or health, under product liability law, and within the scope of expressly assumed guarantees.

(2) For slight negligent breach of material contractual obligations (cardinal duties), DANIC’s liability is limited to typical, foreseeable contract damage. Material contractual obligations are those whose performance enables proper execution of the contract in the first place and on whose compliance the other Party may regularly rely.

(3) Further liability for slight negligent breaches is excluded.

(4) In the event of data loss, DANIC is liable only to the extent of costs that would have been incurred for restoration of data with proper backup by the Client.

(5) The liability limitations also apply to personal liability of DANIC’s employees, representatives, and officers.

(6) The Client indemnifies DANIC against third-party claims arising from breach of obligations incumbent on the Client, to the extent the Client alone or predominantly caused the breach.

(7) The Client’s claims become time-barred within one year after statutory limitation begins, unless mandatory law provides a longer period.

§ 13 Force majeure

(1) To the extent and for as long as performance by a Party is delayed, restricted, or impossible due to force majeure, this does not constitute a breach of obligation by that Party. It is released from its performance obligation for the duration and scope of the disruption. Agreed deadlines are extended accordingly.

(2) Force majeure includes in particular: wars, military conflicts, terrorism, external hacker, virus, or cyber attacks not avoidable with reasonable care, civil unrest, embargo, strikes (unless caused by the affected Party), fundamental legal changes, official measures, pandemics, natural disasters, and other circumstances not attributable to the Party.

(3) The affected Party informs the other Party without undue delay of the occurrence and end of a force majeure event.

§ 14 Miscellaneous

(1) The Client may not transfer its rights and obligations under the contract to third parties without DANIC’s prior written consent.

(2) DANIC is entitled to assign claims under the contracts to third parties for financing purposes.

(3) Reference: After conclusion of the contract, DANIC may name the Client as a reference (logo, industry, brief project description) unless the Client objects. Naming with detailed content requires the Client’s separate written consent.

Part B — Final provisions

(1) If individual provisions of the contract or these GTC are or become wholly or partly void or unenforceable, the validity of the remaining provisions is unaffected. Section 139 BGB is excluded. The void or unenforceable provision is replaced with retroactive effect by the valid and enforceable regulation that comes closest in law and economics to what the Parties intended or would have intended according to the meaning and purpose of the contract.

(2) There are no oral or written side agreements to the contract and/or these GTC. Application of the Client’s general terms and conditions is expressly excluded.

(3) Amendments and supplements to the contract and/or these GTC require at least text form. This also applies to amendment or revocation of this clause.

(4) The law of the Federal Republic of Germany applies to the contract and these GTC, excluding the UN Convention on Contracts for the International Sale of Goods.

(5) Exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of DANIC Tech GmbH (Berlin). DANIC is also entitled to sue at the Client’s general place of jurisdiction.

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