General terms and conditions

1. Scope

1.1 These terms and conditions apply to all contracts between WDM Webdesign München GmbH, Deisenhofener Str. 45, 81539 Munich, Germany (hereinafter the "Provider") and its customers for services offered under the Zweite Schicht brand.

1.2 The Provider supplies its services exclusively to businesses within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers.

1.3 Deviating terms of the customer apply only if the Provider has agreed to them in writing.

2. Services

2.1 AI workflow analysis. The Provider documents the customer's workflows and prepares a written assessment with an effort estimate, a recommendation on the operating mode and a fixed-price offer per workflow. The analysis is a service; what is owed is its careful performance, not a particular economic result.

2.2 Building a workflow. On the basis of the scope described in the analysis or in a separate offer, the Provider develops an automated workflow, sets it up in the customer's systems, carries out a trial run and hands it over with documentation. The build is a contract for work (Werkvertrag); what is owed is the function described in the offer.

2.3 Ongoing operation. The Provider monitors the workflows handed over, adapts them when models, systems or rules change, and provides a monthly allowance for extensions and questions. Ongoing operation is a contract for services (Dienstvertrag) with the scope and the response times stated in the offer.

2.4 The specific scope of services is set out in the relevant offer. There are no oral collateral agreements.

3. Customer cooperation

3.1 The customer provides all information, data, access and contacts required for the service in good time and names a person authorised to take decisions.

3.2 The customer ensures that it is entitled to provide the data and content and that their processing by the Provider is permissible.

3.3 Delays caused by a lack of cooperation extend agreed deadlines accordingly. Additional effort may be charged at the agreed hourly rate.

4. Use of AI systems, checks and approval

4.1 The Provider's services are based on the use of language models and other AI systems. By their nature, their outputs are not deterministic and, despite careful rules, checks and logging, may be incorrect, incomplete or unsuitable.

4.2 The Provider designs each workflow so that outputs are automatically checked and logged according to agreed rules, and so that cases which these rules do not clearly decide are put before a natural person at the customer.

4.3 The customer is responsible for checking and approving the content of texts, data, customer communication and other outputs that are published, transmitted to third parties or used in a legally relevant way. The Provider accepts no responsibility for the factual accuracy, lawfulness or suitability of individual AI outputs and in particular does not owe any particular hit rate, saving or other performance indicator, unless expressly agreed in writing.

4.4 The customer decides on the operating mode (processing on its own servers, in an EU data centre or via cloud models under a data processing agreement) and on the model providers. The Provider advises and documents its recommendation; the customer's decision is recorded in writing.

5. Remuneration

5.1 The prices stated in the offer apply. All prices are net, plus VAT at the statutory rate.

5.2 The workflow analysis and the build are provided at a fixed price. For the build, 50 percent is due when the order is placed and 50 percent on acceptance, unless agreed otherwise. Ongoing operation is invoiced monthly in advance.

5.3 Usage fees of model and cloud providers are not included in the prices. They are either billed via the customer's own account with the relevant provider or passed on by the Provider based on actual consumption, without a mark-up.

5.4 Invoices are payable within 14 days without deduction.

6. Acceptance

6.1 On completion of the build, the Provider gives notice of completion. The customer examines the work within 14 days and either declares acceptance or notifies defects in writing. Insignificant defects do not entitle the customer to refuse acceptance.

6.2 If the customer does not respond within this period, the work is deemed accepted. The same applies if the customer puts the workflow into productive use.

7. Rights of use

7.1 Upon payment in full, the customer receives the exclusive right, unlimited in time and place, to use, modify and further develop the programs, rulebooks, prompts and documentation created for it, including through third parties. The source code is handed over.

7.2 This excludes general tools, libraries and methods of the Provider that were not developed specifically for the customer. For these, the customer receives a non-exclusive, perpetual right of use within the scope of the workflows created.

7.3 Third-party components, including open-source software and model providers, are subject to their own licence terms.

8. Term and termination of ongoing operation

8.1 Ongoing operation begins on the agreed date and runs for an indefinite period. Either party may terminate it with one month's notice to the end of any month, but not before the end of the first full month.

8.2 After ongoing operation ends, the workflows remain operational in the customer's systems. On request, the Provider hands over the current access credentials, logs and documentation and then deletes the data held for monitoring.

9. Data protection and confidentiality

9.1 Insofar as the Provider processes personal data on behalf of the customer, the parties conclude a data processing agreement under Article 28 GDPR before work begins. The Provider uses sub-processors only as named in the data processing agreement and in the documentation for each workflow.

9.2 No customer data leaves the customer's systems without the customer's written decision, and none of the customer's data ever trains a third-party model. The Provider does not use customer data to train AI models, does not allow it to be used for this purpose and uses only model providers that give a contractual undertaking to this effect.

9.3 Both parties treat all business information of the other party obtained in the course of the cooperation as confidential, including after the end of the contract.

9.4 The Provider may name the customer as a reference with the customer's prior written consent.

10. Warranty

10.1 The statutory warranty rights apply to the build, with a limitation period of twelve months from acceptance. Defects must be notified in writing and in a reproducible manner. The Provider remedies defects, at its discretion, by repair or by producing a new work.

10.2 Deviations are not defects if they result from changes by the customer or third parties, from changed third-party interfaces or models, from incorrect or incomplete customer data, or from the nature of AI outputs described in clause 4.1. Such adjustments are covered by ongoing operation or are commissioned separately.

11. Liability

11.1 The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, and under the German Product Liability Act (Produkthaftungsgesetz).

11.2 In the event of a slightly negligent breach of essential contractual obligations, the Provider's liability is limited to the foreseeable damage typical for the contract, but no more than the remuneration for the order concerned, and for ongoing operation no more than the remuneration for the last twelve months. Otherwise, liability for slight negligence is excluded.

11.3 The Provider is not liable for damage resulting from the use of AI outputs that the customer has used without the checking and approval described in clause 4.3, nor for outages of or changes to third-party systems and models.

11.4 The customer is responsible for backing up its systems. Before writing to existing datasets, the Provider creates a backup of the dataset concerned, where technically possible.

12. Final provisions

12.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

12.2 The place of jurisdiction for all disputes is Munich, provided the customer is a merchant, a legal entity under public law or a special fund under public law.

12.3 Amendments and additions must be made in writing; email is sufficient. Should any provision be invalid, the remainder of the contract remains valid.