General Terms and Conditions (GTC)

1. Provider, scope of application, contract language

1. Provider: AI-Market-Intelligence powered by Vision+ Konzept, Owner: Udo Klünsch, Steghiaslweg 8, 82515 Wolfratshausen, Germany, email: info@ai-market-intelligence.de, Tel.: +49 8171 3849761, VAT ID No.: DE241 005 337.

2. These General Terms and Conditions apply exclusively to entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law (collectively referred to as “Customer”). Consumers are excluded. >entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law (collectively “customer”). Consumers are excluded.

3. The contract language is German. Any deviating or supplementary terms and conditions of the customer shall only become part of the contract if expressly agreed in writing.

2. Subject matter of the contract, services, sources

1. The provider shall render market and competition-related research and consulting services, including analyses, due diligence-related assessments, monitoring, workshops, and the creation of deliverables (in particular reports/presentations in PDF format, summarized data extracts in aggregated form).

2. Data sources are exclusively legally accessible sources. Terms of use/license conditions of the sources (including robots.txt, API-AUP, database EULAs) are observed.

3. Raw/individual data is not owed. The customer receives aggregated results with read access via PDF; further processing rights or disclosure of source lists/raw data only exist if contractually agreed.

4. The provider uses third-party tools (e.g. OpenAI, Google Gemini, Perplexity, Hostinger). Details can be found in the offer/GTC/attachments.

3. Offer, conclusion of contract, start conditions

1. Offers made by the provider are subject to change without notice, unless expressly designated as binding.

2. A contract is concluded by order by the customer (PO, email order, or signed order) and confirmation by the provider.

3. The starting condition is the receipt of a deposit of 30–50% (depending on the order volume) and the provision of the necessary information/access in accordance with Section 4.

4. Customer’s obligations to cooperate

1. The customer shall designate a contact person with decision-making authority and provide the necessary briefings, data access, and clarifications promptly, usually within 2 business days.

2. The customer assures that they have the necessary rights to all materials/data provided and indemnifies the provider against any third-party claims arising from a possible infringement of rights.

5. Deadlines, scope of services, changes

1. Deadlines and scope of services are specified in the offer/order confirmation.

2. Change requests shall be confirmed with an cost estimate prior to implementation and invoiced at an hourly rate.

3. Separate cancellation/postponement rules apply to workshops/face-to-face events (Section 14).

6. Remuneration, prices, payment, default of payment

1. Hourly rate from €150 (net). Basic packages: 20 hours/40 hours; Extension packages: 20 hours each; Retainer: S = 10 hours/month, M = 20 hours/month, L = 30 hours/month. All prices plus statutory VAT (currently 19%).

2. Payment terms: 8 days net from the invoice date. Payment methods: Invoice/bank transfer/PayPal.

3. Delay: Payment reminder after 5 days, warning after 10 days. In the event of default, the provider is entitled to impose a processing stop and to block access/results as well as to charge default interest/costs.

4. External costs (e.g., database/API fees, travel/expenses) shall be borne by the client upon presentation of evidence.

5. Annual price adjustment: The provider may adjust fees once a year with 4 weeks’ advance notice to a reasonable extent (e.g., increased personnel/license/infrastructure costs, consumer price index). If the increase exceeds 5%, the customer has a special right of termination upon the adjustment taking effect.

7. Acceptance, reviews

1. If acceptance is required, the customer shall receive up to 2 review loops.

2. The customer shall review the service within 1 week of its provision. If no substantiated notice of defects is given within this period, the service shall be deemed to have been accepted (tacit acceptance).

3. Use of the deliverables prior to formal acceptance shall be deemed acceptance.

8. Rights of use, copyright and trademark protection

1. All copyrights and property rights to work results remain with the provider.

2. After full payment, the customer receives a simple, non-transferable, perpetual license for internal use, including internal use within the customer’s group of the customer.

3. Any transfer to third parties, publication, or editing is only permitted with the consent of the provider, unless mandatory law prohibits this. Protection notices/copyright notices may not be removed.

4. Open-source/third-party components remain subject to their license terms.

9. References

The customer may be named as a reference (logo, short text) only with the prior approval of the customer; an opt-out can be declared in writing at any time.

10. Warranty, nature of services

1. The provider’s services serve as decision support. They do not constitute legal, tax, or financial advice.

2. Results are based on third-party sources and forecasts; no guarantee of completeness, timeliness, or accuracy is given. The customer shall verify the results before using them. Liability

   1. The provider is liable without limitation in cases of intent, gross negligence, for damages resulting from injury to life, limb, or health, as well as under the Product Liability Act.

   2. In the case of slight negligence, the provider shall be liable only for breach of essential contractual obligations (cardinal obligations); liability shall be limited to the span>damage typical for this type of contract and foreseeable at the time the contract was concluded, capped at the respective project price.

   3. Otherwise, liability for slight negligence is excluded.

   4. Limitation period for contractual claims for defects: 3 months from acceptance.

   12. Confidentiality, secrecy

   1. Both parties shall maintain confidentiality regarding non-public information and trade secrets of the other party.

   2. This obligation shall remain in effect indefinitely beyond the end of the contract. Statutory disclosure obligations remain unaffected.

   13. Data protection, roles, AVV, LLM use

   1. The parties determine the role model (controller/processor) on a case-by-case basis.

   2. Insofar as the provider processes personal data on behalf of the customer, the parties shall conclude a data processing agreement (DPA) in advance in accordance with Art. 28 GDPR (including subprocessor list: OpenAI, Google (Gemini), Perplexity, Hostinger).

   3. Data location: Personal data is generally processed within the EEA. Processing in third countries only takes place with appropriate safeguards (e.g., EU standard contractual clauses) and, if necessary, after prior information/consent from the customer.

   4. LLM training: No use of customer data for training public models without express consent.

   5. The provider primarily processes publicly available data; the responsibility for the legal basis for use for the specific purpose lies with the customer, insofar as the customer determines the purposes/means.

   14. Cancellation, postponement (workshops/face-to-face appointments/project termination)

   1. Fixed dates (workshops, on-site services):

      • Cancellation 0–7 calendar days before the date: 100% of the fee,

      • Cancellation 8–14 calendar days: 50%,

      • Later postponements are treated as cancellations unless a replacement date can be found within 30 days. Proven lesser damages remain unaffected. p>

   2. Project termination by the customer after kick-off: Compensation for the work performed up to that point plus 25% of the remaining agreed project price as a lump-sum compensation (proof of lesser damage possible).

   15. Force Majeure (Force Majeure)

   1. Events beyond reasonable control (including natural disasters, war, terrorism, pandemics/epidemics, official measures, general labor disputes, large-scale power/network failures, significant cyber attacks) shall release the affected party from its performance obligations for the duration/scope of the impairment; deadlines (including any SLA obligations) shall be extended appropriately. >The affected party shall immediately inform the other party of the nature, duration, and effects of the impairment and shall take reasonable measures to mitigate/circumvent the damage. >If the impairment lasts longer than 6 weeks, each party shall be entitled to extraordinary termination of the affected part of the contract or, if partial performance is economically unreasonable, of the entire contract.

   2. Payment/indemnification obligations remain unaffected, unless the main service is objectively impossible.

   16. No-poaching / non-solicitation clause

   The customer undertakes employees/contractors of the provider either directly or indirectly or to employ them – during the term of the contract and for 6 months thereafter. Statutory claims for damages remain unaffected.

   17. Export control, sanctions

   The customer warrants that it will not export services/results to countries subject to sanctions/to listed persons or use them in such a way that export/sanctions law would be violated.

   18. Changes to the General Terms and Conditions

   The provider may amend these General Terms and Conditions with future effect. The customer will be notified of any changes in text form. If the customer does not object to the changes within 4 weeks or continues to use the services, the changes shall be deemed approved; the provider shall indicate this in the notification. In the event of significant changes, the customer shall have a special right of termination.

   19. Assignment, retention

   1. The provider is entitled to assign monetary claims to third parties.

   2. The customer shall only be entitled to a right of retention on the basis of undisputed or legally establishedcounterclaims.

   20. Final provisions

   1. Choice of law: German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. >Place of jurisdiction for merchants, etc. is the registered office of the provider.

   2. Text form is sufficient for declarations unless written form is mandatory.

   3. Severability clause: Should any provision be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties shall replace the invalid provision with a valid provision that comes closest to the economic purpose.