Terms of Service

1. Scope and Contracting Parties

1.1 Service Provider

These Terms of Service apply to all contracts between AI Loopwise, a brand of Jan Zajfert & Patrick Nemeth (hereinafter "AI Loopwise", "we" or "Provider") and their business customers (hereinafter "Customer" or "Client"). Services are provided independently by Jan Zajfert (Lisbon, Portugal) and Patrick Nemeth (Stuttgart, Germany) and billed separately.

1.2 B2B Focus

These Terms apply exclusively to legal transactions with entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law. Consumer transactions within the meaning of § 13 BGB are not processed.

1.3 Validity of these Terms

These Terms apply to all business relationships between AI Loopwise and the Customer, including future transactions, without us having to expressly point them out again. Conflicting or deviating terms and conditions of the Customer are not accepted unless we have expressly agreed to their validity in writing.

2. Service Description

2.1 Service Portfolio

AI Loopwise offers AI-powered workflow automation solutions for businesses that operate entirely on the customer's infrastructure. Our services include:

• Automation potential analysis and consulting
• Development of customized AI automation solutions
• On-premise installation of AI models and workflow systems
• Integration into existing corporate IT infrastructure
• Training and change management
• GDPR-compliant implementation
• Maintenance and support (optional)

2.2 Technical Specifications

All AI automation solutions are implemented exclusively on the customer's IT infrastructure. No data processing or storage occurs on external servers or cloud services. The customer retains complete data sovereignty and control.

2.3 Individual Agreements

The specific scope of services is individually agreed for each project and documented in a separate project contract or service description. These take precedence over these general terms.

3. Contract Formation

3.1 Offer and Acceptance

Our offers are subject to change and non-binding unless expressly agreed otherwise. The contract is concluded through our written order confirmation or by commencing service execution.

3.2 Written Form Requirement

Amendments and additions to contracts require written form to be effective. This also applies to the waiver of the written form requirement. Emails are considered written form within the meaning of this provision.

3.3 Consultation Meetings

Free consultation meetings and automation analyses are non-binding and do not create contractual obligations. They serve project initiation and mutual understanding of requirements.

4. Pricing and Payment Terms

4.1 Pricing Structure

The prices agreed upon at contract conclusion apply. All prices are exclusive of statutory VAT. Our pricing structure is based on one-time project fees without recurring license fees for implemented solutions.

4.2 Payment Terms

Unless otherwise agreed, the following payment terms apply:

• 30% down payment upon contract signing
• 40% after completion of development phase and successful testing
• 30% after successful implementation and acceptance
• Payment terms: 14 days net without deduction

4.3 Default and Reminder Costs

In case of payment default, we are entitled to demand default interest of 9 percentage points above the base rate. The assertion of further damages remains reserved. Reminder costs are borne by the customer.

5. Service Delivery and Customer Obligations

5.1 Project Process

Service delivery takes place in the contractually agreed project phases:

1. Analysis and conception phase
2. Development of automation solutions
3. Testing and quality assurance
4. Installation on customer infrastructure
5. Training and introduction
6. Acceptance and go-live

5.2 Customer Cooperation Obligations

The customer commits to proper cooperation, in particular:

• Provision of necessary information about business processes
• Access to relevant IT systems and data sources
• Provision of suitable hardware infrastructure
• Designation of competent contact persons
• Participation in training and tests
• Timely feedback and approvals

5.3 Schedule Changes

Delays due to insufficient customer cooperation or force majeure lead to corresponding postponements of service deadlines without compensation claims by the customer.

6. Acceptance and Warranty

6.1 Acceptance

Acceptance takes place after successful installation and functional testing of the automation solution. The customer must examine the service within 10 working days after completion and either accept it in writing or communicate justified complaints.

6.2 Warranty

We warrant that the delivered solutions fulfill the agreed functionalities when used in accordance with the contract. The warranty period is 12 months from acceptance. In case of justified defect claims, remedial work is performed first.

6.3 Warranty Exclusion

Warranty is excluded in case of:

• Improper use or unauthorized modifications
• Unsuitable operating environment
• Wear and tear or force majeure
• Use of non-approved third-party products

7. Intellectual Property Rights and Ownership Transfer

7.1 Ownership Transfer

After full payment, all project-specifically developed automation solutions, AI models, and implementations transfer to the complete ownership of the customer. This includes:

• Source code of developed automations
• Trained AI models and algorithms
• Configuration files and documentation
• Workflow definitions and integrations

7.2 Exceptions

Excluded from ownership transfer are:

• General methodologies and best practices
• Licenses for open-source components (remain under original licenses)
• External software and APIs (subject to third-party licenses)
• Our internal tools and frameworks

7.3 Third-Party Rights

We warrant that the solutions we develop do not violate third-party proprietary rights. In case of intellectual property disputes, we indemnify the customer or procure usage rights.

8. Data Protection and Confidentiality

8.1 GDPR Compliance

All our services are designed to be GDPR-compliant. Since automation solutions operate exclusively on the customer's infrastructure, complete data control remains with the customer.

8.2 Data Processing Agreement

Insofar as personal data is processed in the course of project implementation, this is done exclusively as data processing according to Art. 28 GDPR. Required agreements are concluded separately.

8.3 Confidentiality

Both parties commit to maintaining confidentiality of all confidential information disclosed in the course of the business relationship. This obligation continues beyond contract termination.

9. Liability

9.1 Scope of Liability

We are liable without limitation for intent and gross negligence as well as for damages to life, body and health. For simple negligence, we are only liable for breach of essential contractual obligations and limited to foreseeable, contract-typical damage.

9.2 Limitation of Liability

Liability for indirect damages, consequential damages, lost profits, and data loss is excluded unless intent or gross negligence exists. Total liability is limited to the contract sum.

9.3 Insurance

We maintain professional liability insurance with adequate coverage for consulting and IT services.

10. Termination and Contract End

10.1 Ordinary Termination

Ongoing projects can only be terminated for good cause. Partial services already rendered must be compensated accordingly. Continuous obligations (e.g., maintenance contracts) can be terminated with 3 months' notice to the end of a quarter.

10.2 Extraordinary Termination

The right to immediate termination for good cause remains unaffected. Good cause includes, in particular, significant contract breaches, payment delays exceeding 30 days, or insolvency.

10.3 Consequences of Termination

Upon contract termination, already developed solutions must be compensated according to the level of performance. Customer data is returned or deleted according to data protection regulations.

11. Force Majeure

Force majeure (including pandemics, cyber attacks on critical infrastructure, official orders) releases both parties from performance obligations for the duration of the impediment. In case of delays exceeding 3 months, both parties may terminate the contract.

12. Compliance and Regulatory Requirements

12.1 EU AI Act Compliance

All AI systems we develop comply with EU AI Act requirements. We support customers in fulfilling their operator obligations through appropriate documentation and risk analyses.

12.2 Industry-Specific Requirements

For industry-specific regulatory requirements (e.g., financial sector, healthcare), solutions are adapted accordingly in coordination with the customer.

13. Final Provisions

13.1 Applicable Law and Jurisdiction

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all disputes is Munich, provided the customer is a merchant or has its registered office outside Germany.

13.2 Severability Clause

Should individual provisions of these Terms be or become invalid, this does not affect the validity of the remaining provisions. Invalid provisions are replaced by those that come closest to the economic purpose.

13.3 Changes to Terms

Changes to these Terms are communicated to the customer in writing and are deemed approved if the customer does not object in writing within 4 weeks.