Terms of Service

This English translation is provided for convenience only. In case of discrepancies or ambiguities, the original German version (Allgemeine Geschäftsbedingungen) is the authoritative and more relevant version and shall prevail.

Preamble

This preamble serves solely to classify the contracting parties and has no legally binding effect. steig GmbH (hereinafter the "Contractor") provides AI-related consulting and software services to business customers (section 14 of the German Civil Code (BGB), the "Client"). Consumers (section 13 of the German Civil Code (BGB)) are not served.

§1 Scope, Order of Precedence

1. These GTC apply to all – including future – contracts for consulting, development, implementation, operation and support of software and AI systems as well as training.

2. Deviating terms of the Client apply only if the Contractor expressly agrees to them in writing (including email) per section 126b of the German Civil Code (BGB).

3. Order of precedence in case of conflict:
   a) individual or project agreement (Statement of Work, project contract),
   b) these GTC,
   c) law.

§2 Subject Matter of Services

A. Service Contracts

• Strategic AI consulting, workshops, training, managed services, MLOps/DevOps operations, support and monitoring.

• Only an activity is owed, not a specific economic result (section 611 of the German Civil Code (BGB)).

B. Work Contracts

• Project-based development of custom software, AI models or automation solutions with a concrete result (a functional work) in accordance with the specification.

• Acceptance pursuant to §6.

C. General Provisions

1. The Contractor may use open-source or third-party software; the corresponding license terms apply in addition.

2. Absent an explicit commitment, the Contractor does not owe the manufacture or serial production of physical products; formulations in the commercial register purpose do not constitute any guarantee of success or quality.

§3 Conclusion of Contract

1. Offers are non-binding. A contract is formed by:
   • countersignature of an offer/SoW in writing (including email or electronic signature), or
   • commencement of performance.

2. A "project contract" means an individual agreement with a scope, timeline and remuneration plan; it is subject to these GTC.

§4 Performance and Changes

1. Services are performed according to the recognized state of science and technology.

2. Agile projects: The scope is described iteratively in the product/sprint backlog; changes via change requests confirmed in writing.

3. Subcontractors may be used; the Contractor remains responsible.

4. Deadlines are only binding if designated as "binding" in writing (including email).

§5 Client Cooperation Duties

1. Provision of all required information, test/production data (anonymized), accesses, and an authorized project manager.

2. Regular data backup and malware checks are the Client’s responsibility.

3. Delays due to missing cooperation extend deadlines; additional effort incurred is to be remunerated separately.

4. Suspension in case of breach of duty: After a written reminder and a 14-day grace period, the Contractor may suspend work. The Client shall remunerate only:
   • services performed up to that point, and
   • demonstrably non-redeployable standby times, up to 50% of the contractual daily/hourly rates.

5. Cancellation of appointments: Cancellation < 24 hours before the appointment → 50% no-show fee, unless a lower loss is demonstrated.

§6 Acceptance (Work Contracts Only)

1. Acceptability requires complete delivery of the work including documentation and test environment.

2. The Contractor and Client agree in advance on an acceptance plan (test cases and acceptance criteria).

3. The Client reviews within 10 business days; if it points to material defects, an appropriate period for remedy will be agreed.

4. If the Client uses the work in production and documented acceptance criteria exist, the work is deemed accepted after 20 calendar days (section 640(2) of the German Civil Code (BGB)).

§7 Remuneration and Payment Terms

A. Work Contracts

1. Remuneration according to the offer: 50% at project start, 50% after final acceptance.

2. Additional effort arising from change requests → time & material.

B. Service Contracts

1. Monthly billing based on actual effort or usage fee based on logs.

2. Minimum-term packages (e.g., 20 consulting hours) are invoiced at the beginning of a billing period.

C. Common Provisions

1. All prices are net plus VAT.

2. Due date: 14 calendar days.

3. Default: After a reminder + 7 days, the Contractor may suspend services. Default interest: 9 percentage points above the base rate (section 288(2) of the German Civil Code (BGB)).

4. Price adjustment for continuing obligations: Index "Tarifliche Monatsverdienste IT & Informationsdienstleistungen" (Destatis, WZ 62). If the index has increased by > 5% since contract conclusion, the price may be adjusted proportionally, at most once per year. The Client may, in the event of an increase > 8%, terminate extraordinarily within 14 days.

§8 Rights in Results, Open Source, AI Training

1. Upon full payment, the Client obtains an exclusive, unlimited (in time and territory) right of use to results under work contracts.

2. Pre-existing tools, frameworks and generic libraries remain the Contractor’s property; a non-exclusive right of use is granted.

3. Open-source components are subject to their respective licenses, which the Contractor will disclose; these may limit exclusivity.

4. Anonymized project data may be used, as agreed, to improve internal AI models.

§9 Warranty & Service Disruptions

A. Work Contracts

1. Notice of defects in writing (including email); two attempts at cure.

2. Warranty period: 12 months from acceptance.

B. Service Contracts

1. In case of poor performance: right to cure within a reasonable period; no specific success is owed.

C. Cloud & SaaS Services

1. Availability and response times solely according to SLA appendices.

2. Any agreed credits are final.

§10 Liability

1. Unlimited liability for intent, gross negligence, and injury to life, body or health.

2. In case of slight negligence and breach of material obligations, liability is limited to the contract-typical, foreseeable damage.

3. Aggregate liability per calendar year and damaging event: twice the remuneration paid in the current calendar year, capped at EUR 1,000,000.

4. Section 536a(1) of the German Civil Code (BGB) (strict liability) excluded.

§11 Third-Party Rights

1. Indemnification in the event of a justified infringement of third-party rights, provided the Client informs without undue delay and allows the Contractor to conduct the defense.

2. Substitute measure: modification, replacement or licensing at the Contractor’s expense.

§12 Confidentiality & Data Protection

1. Mutual confidentiality.

2. Data processing on behalf pursuant to Art. 28 GDPR (DPA).

3. Special termination right if the data protection framework changes materially.

§13 Term & Termination

A. Service Contracts

1. Minimum term: 6 months from contract start; thereafter terminable monthly with 4 weeks’ notice in writing (including email).

2. Special termination right in the event of an index-based price increase > 8% or repeated SLA shortfall (> 3x in 6 months).

B. Work Contracts

1. Termination at any time pursuant to section 648 of the German Civil Code (BGB); remuneration for services performed + 5% of the remaining fixed price, unless a higher loss is proven.

2. Termination by the Contractor in case of payment default/cooperation default after a reminder and 14-day period.

C. Extraordinary Termination

The right to terminate for cause remains unaffected.

§14 Export and Sanctions Compliance

The Client warrants compliance with applicable export, customs and sanctions regulations for the use of the services.

§15 Final Provisions

1. German law applies, without regard to its conflict-of-laws rules; the UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

2. The exclusive place of jurisdiction and venue is Tübingen, Germany, to the extent permitted by law and where the Client is a merchant.

3. Severability: If any provision of these GTC is or becomes invalid or unenforceable, the remaining provisions remain in effect. The parties will replace the invalid or unenforceable provision with a valid provision that most closely reflects the economic intent of the original.

4. Amendments to these GTC must be made in writing (including email); this also applies to any waiver of the writing requirement.

5. Governing language: The authoritative and legally binding version of these GTC is the German-language version available at /de/legal/terms-of-service. In the event of any discrepancy or ambiguity between language versions, the German version prevails.