Terms of Service

§ 1 Scope

(1) These terms govern all contracts between Tippel, owner Lukas Friedrich, Kampweg 4, 34369 Hofgeismar, Germany (“Provider”), and its clients concerning AI system development, feasibility analyses (AI Readiness Check), operations and maintenance services, technical consulting and the licensing of software.

(2) The Provider’s services address exclusively entrepreneurs within the meaning of Sec. 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers.

(3) These terms apply exclusively. Conflicting or deviating terms of the client do not become part of the contract unless the Provider expressly agrees to them in text form — including where the Provider performs without reservation in knowledge of such terms.

(4) Individual agreements in the offer or a statement of work take precedence over these terms.

§ 2 Contract formation

(1) The presentation of services and prices on the website is non-binding.

(2) Upon request, the Provider issues an offer in text form and remains bound by it for 30 days from its date unless the offer states otherwise.

(3) The contract is formed by acceptance of the offer in text form or by mutually agreed commencement of performance. The offer — including its service description, dates and acceptance criteria — is decisive for the scope of services.

§ 3 Services and contract types

(1) Development projects are performed as work contracts (Werkvertrag) at a fixed price. Owed is the work result described in the offer, measured against the acceptance criteria defined there.

(2) The AI Readiness Check is a fixed-price work contract. Owed is a written analysis report with a reasoned go/no-go recommendation in the scope of the chosen package; no particular substantive outcome of the analysis is owed. If the client commissions implementation within three months of delivery of the report, the check fee is credited in full against the project price.

(3) Operations and maintenance (retainer) services are provided as service contracts. Scope, allowances, response times and remuneration follow from the respective retainer offer.

(4) Standard software (such as the Sentinel validation layer) is provided by granting usage rights under a separate licence offer; accompanying support services are itemised there.

(5) The Provider performs at the state of the art current at contract formation and may engage carefully selected subcontractors for parts of the services; responsibility towards the client remains with the Provider. § 12 applies where subcontractors process personal data.

§ 4 Client cooperation

(1) The client provides in good time and free of charge everything required for performance, in particular: subject-matter contacts with decision-making authority, access to the systems concerned, representative data and test data, and feedback on interim results within agreed periods.

(2) The client warrants that it is entitled to have the provided data, content and systems used for the agreed services and that their contractual use infringes no third-party rights and no statutory provisions. The client indemnifies the Provider against third-party claims based on a breach of this warranty.

(3) If performance is delayed by missing or late cooperation, agreed dates shift accordingly. Demonstrable additional effort may be charged at the rates stated in the offer or customary rates, after prior notice.

§ 5 Change requests

For changes or extensions of scope requested after contract formation, the Provider submits a supplementary offer in text form stating the impact on remuneration and dates. Changes are implemented only after acceptance of the supplementary offer.

§ 6 Acceptance

(1) The Provider notifies readiness for acceptance in text form. Acceptance follows the criteria defined in the offer; partial acceptance may be agreed for self-contained parts.

(2) Within 14 days of notification, the client declares acceptance or names the material defects opposing it, in text form. Immaterial defects do not justify refusal; they are remedied under warranty.

(3) If the client makes no declaration within this period, the work is deemed accepted, provided the Provider pointed out this consequence in the notification (Sec. 640(2) BGB). Productive use of the work result is equivalent to acceptance.

§ 7 Remuneration and payment

(1) All prices are net plus applicable statutory VAT.

(2) Unless agreed otherwise in the offer, the payment plan for development projects is: 30% at project start, 40% across the milestones defined in the offer, 30% after acceptance. The Readiness Check fee is due upon delivery of the report; retainer fees are due monthly in advance.

(3) Invoices are payable within 14 days of receipt without deduction. Statutory default rules apply (Sec. 288 BGB).

(4) Travel costs for agreed on-site appointments are charged separately unless the offer states otherwise.

§ 8 Usage rights

(1) Upon full payment of the agreed remuneration, the client receives the exclusive, perpetual, worldwide, transferable and sublicensable right to use the work results created individually for it — including source code and documentation — for all known types of use, including modification and further development.

(2) Excluded from (1) are: (a) open-source components, whose use is governed by their respective licences — the Provider lists the components and licences used in the documentation and employs no components with licence obligations unreasonable for the agreed purpose; (b) pre-existing, generally applicable tools, libraries and methods of the Provider, in which the client receives a non-exclusive, perpetual, royalty-free right of use to the extent required to operate the work results; (c) standard software under § 3(4), whose rights are governed by the respective licence offer.

(3) The Provider may freely use the general knowledge, experience and methods gained in performance, provided no confidential information of the client is disclosed.

§ 9 Third-party services

(1) Where the work result, as agreed, uses third-party services (such as language-model APIs of OpenAI, Anthropic or Microsoft, cloud or hosting services), this is stated in the offer. Unless agreed otherwise, the client concludes the contracts with third-party providers in its own name and for its own account; the Provider assists with selection and setup.

(2) Availability, scope and pricing of third-party services are outside the Provider’s control; the Provider owes neither their availability nor their price stability. The Provider informs the client of material changes coming to its attention that may affect agreed operations and proposes reasonable alternatives.

§ 10 Specific notes on AI systems

(1) Results of machine-learning systems are based on statistical methods. Owed is compliance with the agreed acceptance criteria (such as quality metrics on defined test data), not the substantive correctness of every individual output in live operation.

(2) The client remains responsible for decisions it takes based on system outputs. For legally or economically significant decisions, the client provides for human review; where agreed, the Provider equips systems with corresponding approval steps and logs.

(3) The Provider supports the client, based on publicly available information, in the technical classification of regulatory requirements (such as GDPR and the EU AI Act). Legal advice is not part of the services.

§ 11 Warranty

(1) For work performances, the Provider first provides cure (remedy of the defect or new production, at its choice). If cure fails twice within a reasonable period, the client is entitled to the statutory rights of price reduction or rescission.

(2) The limitation period for defect claims is twelve months from acceptance. This does not apply in cases of intent, fraudulent concealment of a defect, or damages claims under § 13; there, statutory periods apply.

(3) No defect claims exist for impairments resulting from non-agreed modifications by the client or third parties, non-contractual use, or changes of the operating environment, unless the client proves the impairment is independent of these.

§ 12 Data protection

The parties observe applicable data protection law. Where the Provider processes personal data on behalf of the client, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins; the Provider supplies a template. No AI models of the Provider or of third parties are trained with the client’s personal data.

§ 13 Liability

(1) The Provider is liable without limitation: for intent and gross negligence, for culpable injury to life, body or health, under the German Product Liability Act, within the scope of a guarantee it has assumed, and for fraudulently concealed defects.

(2) For simple negligence, the Provider is liable only for the breach of material contractual obligations — obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the client may regularly rely. In that case, liability is limited to the foreseeable damage typical for this type of contract.

(3) For loss of data, the Provider is liable within (1) and (2) only up to the effort that would have been required for recovery had the client performed proper, risk-appropriate data backups.

(4) Any further liability is excluded. The above limitations also apply in favour of the Provider’s agents and vicarious agents.

§ 14 Confidentiality and references

(1) The parties keep confidential all confidential information of the other party obtained in the course of the cooperation and use it solely for contract performance. This obligation continues for the term of the contract and three years thereafter; statutory protections (in particular under the German Trade Secrets Act) remain unaffected.

(2) At the client’s request, the parties conclude a separate non-disclosure agreement before substantive discussions begin.

(3) The Provider names the client as a reference only with the client’s prior consent in text form, revocable at any time with effect for the future.

§ 15 Term and termination of retainers

(1) Retainer contracts run for an indefinite period and may be terminated by either party with one month’s notice to the end of a month, in text form, unless the offer provides otherwise.

(2) The right to extraordinary termination for cause remains unaffected.

(3) Unused monthly allowances lapse at the end of the respective month unless the offer provides otherwise.

§ 16 Force majeure

Events of force majeure — in particular natural disasters, epidemics, governmental orders, war, large-scale failures of communication networks or power supply — release both parties from their performance obligations for the duration and to the extent of the disruption. Agreed dates shift accordingly. If the disruption lasts longer than 60 days, either party may withdraw from the unperformed part of the contract.

§ 17 Final provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Kassel, Germany. The Provider may also sue at the client’s general place of jurisdiction.

(3) Amendments and supplements to the contract require text form; this also applies to amending this text-form requirement.

(4) Should individual provisions of these terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.

As of: August 2026