Terms and Conditions

(1) These General Terms and Conditions (hereinafter “T&Cs”) apply to all contracts between Weber Media Consulting GmbH, Herlingsburg 8, 22529 Hamburg, Germany (hereinafter “Contractor”), and the client (hereinafter “Customer”) for services in the field of AI automation, software development, consulting and related services under the brand ProzessAutomatisierung.ai.

(2) These T&Cs apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

(3) Deviating, conflicting or supplementary terms and conditions of the Customer shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their validity in writing.

(1) The Contractor provides individually agreed services for the Customer in the field of AI automation and software development. The nature and scope of the services result from the respective proposal, the service description or the separate agreement.

(2) Services may in particular include: process analyses, AI strategy consulting, custom software development, API integrations, AI agent development, ongoing optimisation and support (retainer).

(3) The Contractor owes the agreed service, but not a specific economic result for the Customer. Any forecasts and ROI estimates do not constitute guaranteed results.

(1) Proposals by the Contractor are subject to change and non-binding unless they are expressly marked as binding.

(2) A contract is concluded through the Contractor’s written order confirmation or through the commencement of service provision.

(3) Amendments and additions to the contract must be made in writing. This also applies to the waiver of this written form requirement.

(1) The Contractor provides its services to the best of its knowledge and belief, using appropriate means and the current state of the art.

(2) Dates and deadlines are only binding if they have been expressly agreed as binding. Information on project durations and implementation periods are estimates and may vary depending on complexity and the Customer’s cooperation.

(3) The Contractor is entitled to engage qualified third parties (subcontractors) to provide the services. The Contractor remains responsible to the Customer for proper performance.

(4) The Customer shall provide the Contractor in good time with all information, access and materials required for the provision of the services. Delays caused by a lack of cooperation on the part of the Customer shall not be borne by the Contractor.

(1) Remuneration is based on the respective proposal or service description. All prices are exclusive of statutory VAT.

(2) For one-off projects, unless otherwise agreed, 50% of the remuneration is due upon placement of the order and 50% upon completion.

(3) For monthly retainers, remuneration is due in advance on the 1st of each month.

(4) Invoices are due for payment within 14 days of the invoice date without deduction, unless otherwise agreed.

(5) 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 (Section 288 (2) BGB).

(1) Upon full payment of the agreed remuneration, the Contractor grants the Customer a simple, perpetual right of use to the work results created within the scope of the order, unless otherwise agreed.

(2) Source code and documentation created within the scope of custom software development become the property of the Customer upon full payment, unless otherwise agreed.

(3) Generally reusable libraries, frameworks and tools that the Contractor has developed or uses independently of the specific customer project remain the property of the Contractor. The Customer receives a simple right of use to these within the scope of the agreed solution.

(4) The Contractor is entitled to use the customer project in anonymised form as a reference, unless the Customer expressly objects.

(1) The Contractor undertakes to treat all confidential information of the Customer that becomes known to it in the course of performing the contract as confidential and to use it only for the purposes of the order.

(2) Where the Contractor processes personal data on behalf of the Customer in the course of providing the services, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR.

(3) The Contractor shall take appropriate technical and organisational measures to protect the Customer’s data. All systems are operated in compliance with the GDPR.

(1) The Contractor warrants that the services correspond to the agreed scope of services. Claims for defects become time-barred 12 months after acceptance.

(2) The Contractor is liable without limitation for intent and gross negligence as well as for injury to life, body or health. For simple negligence, the Contractor is only liable for breach of material contractual obligations (cardinal obligations), whereby liability is limited to the foreseeable, typically occurring damage.

(3) Liability for indirect damage, loss of profit, savings not achieved and damage arising from third-party claims is excluded in the case of simple negligence.

(4) The Contractor’s total liability is — to the extent legally permissible — limited to the amount of the net remuneration paid in the respective contract year.

(5) The Contractor is not liable for the accuracy, completeness or currency of AI-generated content and results. The Customer is obliged to review AI results before using them in business-critical processes.

(1) Project-based contracts end upon acceptance of the agreed service.

(2) Retainer contracts (monthly cooperation) have a minimum term of 3 months and are subsequently extended automatically by one month at a time unless terminated with 30 days’ notice to the end of the month.

(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if a party fails to fulfil its contractual obligations despite a warning with a reasonable deadline.

(4) Terminations must be made in writing (email is sufficient).

Delays in performance due to force majeure and events that make performance significantly more difficult or impossible for the Contractor — including in particular strikes, lockouts, official orders, failure of communication networks and gateways of other operators, disruptions at third-party providers (e.g. cloud providers, AI API providers), natural disasters — entitle the Contractor to postpone performance for the duration of the hindrance plus a reasonable start-up period.

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction for all disputes arising from and in connection with contracts between the Contractor and the Customer is Hamburg, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law.

(3) Should individual provisions of these T&Cs be or become invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid provision with a provision that comes closest to the economic purpose of the invalid provision.

(4) There are no verbal side agreements. Amendments and additions must be made in writing.