General Terms and Conditions

Martin Betz, AI Traction ("AI Traction" or "Contractor"). Address and contact details: see the legal notice on ai-traction.de.

Version: 13 October 2026

This is a translation. In the event of any discrepancy, the German version prevails (section 16 (5)). "Text form" means a legible declaration on a durable medium, e.g. an e-mail.

Deutsche Fassung (maßgeblich)

Section 1 Scope

These General Terms and Conditions (GTC) apply to all contracts between AI Traction and its customers for consulting, analysis, design, development, set-up, operation and support of software, AI systems and automations, for websites, and for training and workshops. They also apply, in the version valid at the time of conclusion, to all future contracts of this kind with the same customer without any need to refer to them again.
AI Traction contracts exclusively with businesses (Unternehmer) within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. AI Traction does not contract with consumers.
The customer's general terms and conditions do not apply, even if AI Traction does not expressly object to them or performs services in the knowledge of such terms. They apply only if AI Traction expressly agrees to them in text form.
Individual agreements, in particular in the quotation, a specification or a project plan, take precedence over these GTC. For the processing of personal data on behalf of the customer, a data processing agreement that has been concluded takes precedence over these GTC. Liability is governed by section 12 in this respect as well.

Section 2 Conclusion of contract

Quotations from AI Traction are binding for 30 days from the quotation date unless the quotation states otherwise.
A contract is concluded when the customer accepts a quotation in text form (an e-mail is sufficient) or when AI Traction begins performance at the customer's express request.
The content and scope of the services are determined by the quotation and the documents referred to in it, in the version valid at the time the contract is concluded. Descriptions on the website, in presentations or in prototypes are neither an agreement on quality nor a guarantee.
AI Traction gives a guarantee only if it is expressly called a "guarantee" and agreed in text form.

Section 3 Services

AI Traction provides analysis, consulting, training, support and operation as services. AI Traction owes diligent performance, not a specific result.
AI Traction provides development and set-up as a contract for work (Werkvertrag) if the quotation describes a specific work result capable of acceptance. Otherwise paragraph 1 applies.
AI Traction does not provide legal, tax or data protection advice within the meaning of the German Legal Services Act (RDG). Remarks on legal topics are general information and do not replace review by a lawyer, tax adviser or data protection officer.
AI Traction determines the manner, place and time of performance unless otherwise agreed. Services are generally provided via remote access and video conference; on-site appointments by arrangement.
AI Traction may engage qualified subcontractors. For the processing of personal data, the rules of the data processing agreement apply.

Section 4 Special features of AI systems

AI systems, in particular those based on large language models, work on the basis of probabilities. According to the state of the art, they can produce incomplete, inaccurate or incorrect results even when designed and set up with due care. The standard is the requirements agreed in the quotation, in particular test cases, review and approval steps and, where agreed, error rates. In the absence of such an agreement, the quality customary for comparable AI systems according to the state of the art at the time of acceptance is owed. Individual incorrect results within this standard are not a defect.
The customer reviews the results of an AI system before using them towards third parties or making decisions with legal or economic effect on their basis. This applies in particular to sending messages, quotations and invoices. AI Traction sets up automatic sending without human approval only if the customer expressly requests this in text form.
AI systems use third-party services, for example language models from Anthropic, OpenAI or Google. The customer concludes the necessary contracts with the providers itself and bears the costs unless otherwise agreed. AI Traction has no influence on the availability, prices, features, terms of use and model versions of these services. Changes on the part of the providers after acceptance are not a defect in AI Traction's performance. AI Traction adapts to such changes under a support contract or for separate remuneration.
As the deployer, the customer is responsible for the lawful use of the AI system in its business, in particular for compliance with Regulation (EU) 2024/1689 (AI Act), data protection law and employment law. AI Traction supports the customer to the extent agreed.

Section 5 Customer's obligations to cooperate

The customer supports AI Traction in performing the services. In particular, the customer will
1. appoint a contact person who is competent and authorised to take decisions,
2. provide the necessary information, documents, test data, access and permissions in good time,
3. obtain the necessary licences and accounts for third-party software and services,
4. review interim results within a reasonable period and give feedback,
5. back up its data and systems in line with the state of the art before work begins and regularly thereafter, so that they can be restored with reasonable effort,
6. where possible, have changes to systems tested in a test environment first,
7. set up spending limits and cost alerts with providers of AI and cloud services, and revoke AI Traction's access after the end of the contract.
The customer ensures that it is entitled to use the data and content it provides to AI Traction and to have them processed for the agreed purposes.
If the customer fails to meet an obligation to cooperate, or fails to do so in time, agreed deadlines are extended by a reasonable period. AI Traction may charge the resulting additional work at the agreed rates or, failing that, at the rates in section 9 (3). Other rights remain unaffected.

Section 6 Changes to the scope of services

Either party may request changes to the agreed scope of services. Change requests must be made in text form.
AI Traction informs the customer within a reasonable period of the effect of the change on effort, remuneration and deadlines. The change becomes binding when both parties confirm it in text form. Until then AI Traction continues to work on the basis of the existing scope.
AI Traction may charge for the time spent assessing extensive change requests on a time and materials basis if it informs the customer in advance.

Section 7 Dates and deadlines

Dates and deadlines are binding only if they are expressly agreed as binding.
Events of force majeure and other circumstances for which AI Traction is not responsible extend deadlines by the duration of the impediment plus a reasonable start-up period. These include in particular outages or disruptions of third-party services under section 4 (3), network outages, illness and measures taken by public authorities. If an impediment lasts longer than six weeks, either party may terminate the affected contract in text form; services already performed will be paid for.

Section 8 Acceptance

The customer accepts work results. AI Traction notifies readiness for acceptance in text form. The customer examines the work within ten business days (Monday to Friday, excluding public holidays in North Rhine-Westphalia) and then declares acceptance or notifies the defects found in text form.
The work is deemed accepted if the customer does not refuse acceptance within the period under paragraph 1, stating at least one defect. AI Traction informs the customer of this consequence when notifying readiness for acceptance.
Minor defects do not entitle the customer to refuse acceptance. AI Traction remedies them under the provisions on claims for defects.
AI Traction may submit self-contained partial results for partial acceptance.

Section 9 Remuneration and payment

All prices are in euros plus statutory value added tax.
Remuneration is based on the quotation, as a fixed price, flat fee, recurring monthly fee or on a time and materials basis.
If time and materials remuneration is agreed but no rate is stated, a daily rate of EUR 1,500 for eight hours applies. AI Traction charges in increments of 15 minutes and provides evidence of the time spent on request.
AI Traction may request interim payments as set out in the quotation, otherwise according to the value of the services performed (section 632a BGB). Recurring monthly fees are payable monthly in advance.
Invoices are payable without deduction within 14 days of receipt of the invoice. On expiry of this period the customer is in default without a reminder. Statutory default interest and the default lump sum under section 288 BGB apply.
The customer bears travel costs and expenses for on-site appointments outside Bonn if they have been agreed in advance. AI Traction charges EUR 0.50 per kilometre for journeys in its own vehicle; train journeys are charged at cost.
The customer bears the costs of third-party services under section 4 (3). If AI Traction books such services in its own name at the customer's request, it passes the costs on to the customer.
For ongoing contracts, AI Traction may adjust the remuneration no earlier than the end of any agreed minimum term and no more than once in twelve months, with six weeks' notice to the beginning of a month. The customer may terminate the contract upon any increase with effect from the date it takes effect. AI Traction refers to this right in the notice.
The customer may only set off claims that are undisputed or have been finally established by a court. This does not apply to counterclaims arising from the same contractual relationship, in particular on account of defects. The customer may assert a right of retention only on the basis of claims arising from the same contractual relationship.
If the customer is more than 30 days in default with a payment, AI Traction may withhold further services until payment is made, after prior notice in text form.

Section 10 Rights of use

Upon full payment of the respective remuneration, the customer receives a non-exclusive, irrevocable right, unlimited in time and territory, to use, reproduce, make available to the public, modify and have modified by third parties the work results that AI Traction creates individually for the customer, for the purposes of its business. Use by its affiliated companies (sections 15 et seq. of the German Stock Corporation Act) is included. The right is transferable only together with the business or the relevant part of the business. The customer receives exclusive rights only if this is expressly agreed.
Pre-existing components, modules, templates, tools, methods and general know-how of AI Traction, and all rights in them, remain with AI Traction. To the extent they are incorporated into work results, the customer receives a non-exclusive, perpetual right of use to the extent set out in paragraph 1, limited to use together with these work results. AI Traction may continue to use such components and the general insights gained in the course of its work, without disclosing confidential information of the customer.
Open source components and third-party software are subject to their respective licence terms. AI Traction names them on request.
Content generated with the help of AI is not always protected by copyright. AI Traction grants rights in such content to the extent that such rights exist.
Until full payment of the remuneration for the work results concerned, the customer may use them provisionally. If the customer is more than 30 days in default with this remuneration, AI Traction may revoke this permission after giving 14 days' notice in text form.
After completion of the project, AI Traction may name the customer as a reference, using its name and logo. AI Traction publishes content and results of the project only with the customer's consent. The customer may object to being named in advance in the quotation or at any time later in text form.
If third parties claim that work results of AI Traction infringe their intellectual property rights, the customer informs AI Traction without undue delay in text form and, where possible, leaves the defence to AI Traction. AI Traction may, at its option, obtain the necessary rights or modify the work results while preserving the agreed functionality. Damages are governed by section 12. The customer indemnifies AI Traction against third-party claims based on content, data or specifications provided by the customer, to the extent the customer is at fault for the infringement.

Section 11 Claims for defects

For work results, AI Traction first provides subsequent performance for defects, at its option by remedying the defect or by producing the work anew. If subsequent performance fails after a reasonable period, the customer may reduce the remuneration or withdraw from the contract in accordance with the statutory provisions. Damages and reimbursement of wasted expenditure are governed by section 12.
The customer reports defects in text form with a comprehensible description of how the defect manifests itself and, where possible, with examples.
There is no defect to the extent that a deviation results from the customer or a third party having modified the work without AI Traction's consent, from the customer using it contrary to the instructions, or from systems, interfaces or third-party services having changed after acceptance (section 4 (3)). If it turns out that a reported defect does not exist or is not attributable to AI Traction, AI Traction may charge for the time spent investigating at the rate in section 9 (3) if the customer could have recognised this on careful examination.
Claims for defects become time-barred twelve months after acceptance. This does not apply to claims under section 12 (1), in cases of fraudulent concealment, or to claims under a guarantee; the statutory periods apply to these.
For services, AI Traction remedies any performance not in conformity with the contract within a reasonable period at no additional charge if the customer reports the deviation in text form without undue delay.

Section 12 Liability

AI Traction is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act, for fraudulent concealment of a defect and to the extent of any guarantee given.
In cases of slight negligence, AI Traction is liable only for breach of a material contractual obligation. A material obligation is one whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In this case, liability is limited to the damage that is foreseeable and typical for the contract at the time the contract is concluded.
In the cases under paragraph 2, liability per incident is limited to the higher of the following amounts: the net remuneration for the affected order or EUR 50,000. For ongoing contracts, the net remuneration for twelve months applies. For all incidents in a contract year together, liability is limited to twice this amount. The parties may agree a higher liability amount against a surcharge before conclusion of the contract.
In the cases under paragraph 2, AI Traction is liable for the loss of data only up to the amount of the effort that would have been required to restore it had the customer backed up its data in accordance with section 5 (1) e), unless data backup is part of the services agreed with AI Traction.
Otherwise, AI Traction's liability is excluded, irrespective of the legal grounds.
The limitations of liability also apply in favour of AI Traction's employees, representatives, subcontractors and other vicarious agents.
Claims for defects in work results are governed by section 11 (4). Other claims for damages in the cases under paragraph 2 become time-barred one year from the time at which the customer became aware, or without gross negligence should have become aware, of the damage and the circumstances giving rise to the claim, but no later than three years after the event causing the damage. Claims under paragraph 1 become time-barred in accordance with the statutory provisions.

Section 13 Confidentiality

The parties treat as confidential all confidential information of the other party received in connection with the contract. They use it only to perform the contract and disclose it only to employees, subcontractors and advisers who need to know it for that purpose and who are bound to confidentiality. Confidential information is all information that is marked as confidential or whose confidentiality follows from the circumstances, in particular trade secrets, customer and pricing data, source code and access credentials.
This obligation does not apply to information that is publicly known or becomes known without breach of this contract, that was lawfully known to the receiving party beforehand, that it lawfully receives from a third party without an obligation of confidentiality, or that it has developed independently. Nor does it apply to the extent that a party is obliged to disclose information by law or by order of a public authority or court; in this case it informs the other party in advance where permitted.
The obligation applies during the term of the contract and for three years after its end. For trade secrets and access credentials it applies without time limit.
On request, each party returns or deletes the other party's confidential documents after the end of the contract, unless statutory retention obligations prevent this.

Section 14 Data protection

If AI Traction processes personal data on behalf of the customer in the course of performing the services, the parties conclude a data processing agreement under Art. 28 GDPR. AI Traction processes such data only after this agreement has been concluded. The customer remains the controller within the meaning of the GDPR.
Information on the processing of personal data of the customer's contact persons is provided in the privacy policy on ai-traction.de.

Section 15 Term and termination

Contracts for ongoing services, such as support and operation, run for an indefinite period unless the quotation states a fixed term. They may be terminated with one month's notice to the end of a calendar month, but no earlier than the end of any agreed minimum term. For contracts with a minimum term, termination under section 627 BGB is excluded.
The right of either party to terminate for good cause remains unaffected. Good cause exists for AI Traction in particular if the customer is more than 60 days in default with a payment.
Notices of termination must be given in text form.
After the end of the contract, AI Traction supports the customer on request with the handover to the customer or a third party, for remuneration on a time and materials basis.

Section 16 Final provisions

All contracts are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-laws rules of private international law.
If the customer has no general place of jurisdiction in Germany, Bonn, Germany, is the exclusive place of jurisdiction for all disputes arising out of or in connection with the contract. This applies in particular to customers in the European Union (Art. 25 Regulation (EU) No 1215/2012), in Switzerland, Norway and Iceland (Art. 23 Lugano Convention) and in the United Kingdom (Hague Convention on Choice of Court Agreements of 30 June 2005). Exclusive statutory places of jurisdiction remain unaffected.
The place of performance for AI Traction's services is Bonn unless otherwise agreed.
Amendments and supplements to the contract must be made in text form. Individual agreements take precedence (section 305b BGB).
These GTC are available in German and English. In the event of any discrepancy, the German version prevails.
If any provision of these GTC is or becomes invalid or unenforceable in whole or in part, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision (section 306 (2) BGB).