Terms and Conditions
Table of Contents
Section 1 Scope and Provider
Section 2 Subject Matter of the Contract and Services
Section 3 Contract Models
Section 4 Conclusion of Contract
Section 5 Client's Duties to Cooperate
Section 6 Remuneration and Payment Terms
Section 7 Performance and Acceptance
Section 8 Rights of Use and Licences
Section 9 Use of Third-Party Providers
Section 10 Data Protection and Data Security
Section 11 Warranty
Section 12 Liability
Section 13 Contract Term and Termination
Section 14 Confidentiality
Section 15 Reference to the Client
Section 16 Change Requests
Section 17 Force Majeure
Section 18 Final Provisions
Section 1 Scope and Provider
1.1 These General Terms and Conditions (GTC) apply to all business relationships between nexantera AI - Robin Stute, owner Robin Stute (hereinafter the "Provider"), and its clients (hereinafter the "Client").
1.2 These GTC apply exclusively to entrepreneurs 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 (Section 13 BGB).
1.3 Deviating, conflicting or supplementary terms and conditions of the Client shall only become part of the contract if the Provider has expressly agreed to their validity in writing.
1.4 The version of the GTC valid at the time the contract is concluded shall apply.
Section 2 Subject Matter of the Contract and Services
2.1 The Provider renders services in the field of AI consulting and process automation. The range of services includes in particular:
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AI consulting: analysis of existing processes, identification of automation potential, development of roadmaps and strategy concepts
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Process automation: development and implementation of automated workflows and processes
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AI implementation: connection and integration of AI services into the Client's existing systems, including interface development
2.2 The specific scope of services results from the respective offer or order confirmation.
2.3 The Provider undertakes to describe the services owed in comprehensible terms and to clarify expectations, interfaces and acceptance criteria with the Client before the project begins.
Section 3 Contract Models
The Provider offers three service models:
3.1 Fixed-price project: Defined scope of services for a fixed fee. Upon completion of the project and payment in full, all accounts, access credentials and rights created in the Client's name are handed over. An introduction to the delivered solutions is included in the scope of services.
3.2 Retainer (monthly support): Ongoing support, maintenance and further development for a monthly fee. Accounts and access credentials are managed by the Provider unless otherwise agreed. The Client receives the access rights required for the intended use.
3.3 Consulting on an hourly basis: Individual consulting or implementation services are billed according to the time actually spent at the agreed hourly rate. Time spent is documented and disclosed to the Client on request.
Section 4 Conclusion of Contract
4.1 A contract is normally concluded in the following steps:
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Free initial consultation
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Preparation of an individual offer by the Provider
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Conclusion of contract by written or electronic order confirmation from the Client (email is sufficient)
4.2 The Provider's offers are non-binding unless expressly marked as binding or given an acceptance deadline.
4.3 Verbal commitments made prior to conclusion of the contract are not legally binding. Additions and amendments require text form (email is sufficient).
Section 5 Client's Duties to Cooperate
5.1 The Client shall provide the Provider with all information, documents, access credentials and accounts required for performance of the services in good time, in full and free of charge.
5.2 The Client shall name a responsible contact person with decision-making authority for project coordination.
5.3 The Client shall ensure that it holds all necessary rights to the content and data it provides.
5.4 If performance is delayed due to late, incomplete or faulty cooperation on the part of the Client, agreed deadlines shall be extended appropriately. The Provider may invoice additional work at the agreed hourly rate or, failing that, at the customary market rate.
Section 6 Remuneration and Payment Terms
6.1 The prices stated in the offer or order confirmation apply. All prices are exclusive of statutory value added tax.
6.2 Accepted payment methods: bank transfer, credit card (Visa, Mastercard, American Express), PayPal, SEPA direct debit.
6.3 Payment terms by contract model:
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Fixed-price project: 50 % down payment on placement of the order, 50 % after project acceptance
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Retainer: monthly payment in advance; any set-up fee is agreed beforehand
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Hourly basis: monthly invoicing of the hours incurred
6.4 Payment term: 14 days from the invoice date without deduction, unless otherwise agreed.
6.5 In the event of late payment, the Provider is entitled to charge default interest of 9 percentage points above the base interest rate as well as a reminder fee of EUR 5.00 per reminder. Further claims for damages remain unaffected. In the event of late payment, the Provider is entitled to withhold performance.
6.6 The Client is only entitled to set-off against undisputed claims or claims established by a final court decision.
6.7 Where there is justified doubt as to the Client's solvency, the Provider is entitled to demand payment in advance.
Section 7 Performance and Acceptance
7.1 Delivery periods are agreed individually.
7.2 In the case of fixed-price projects, the Client shall carry out an acceptance procedure upon completion. Any defects must be notified in text form without undue delay, and no later than 14 days after handover. If no defects are notified within this period, or if the Client puts the service into use, the service shall be deemed accepted.
7.3 Partial deliveries are permitted insofar as they are reasonable for the Client and usable within the purpose of the contract.
Section 8 Rights of Use and Licences
8.1 Fixed-price project: Upon payment in full, the Client receives unrestricted rights of use, unlimited in time, to the solutions created specifically for it.
8.2 Retainer: For the duration of the contract, the Client receives all rights required for the intended use. Taking over the solution after the contract ends is possible subject to separate agreement.
8.3 Hourly basis: Rights of use in the work results created pass to the Client upon payment in full.
8.4 The Provider remains the owner of all rights to the methods, procedures, templates and frameworks developed by it and used in performing the services. The Client is not permitted to pass on these methods and templates to third parties.
8.5 Passing on the individual solutions to third parties, or using them beyond the contractually agreed purpose, requires the Provider's prior written consent.
Section 9 Use of Third-Party Providers
9.1 The Provider is entitled to use third-party software and services to perform the contract, in particular providers of AI language models and other platforms required for the project.
9.2 The respective licence and usage terms of the third-party services used by the Provider apply. The Client undertakes to comply with these insofar as they take effect in relation to the Client.
9.3 The Client bears the costs of third-party services obtained in the Client's name or for the Client's account, unless otherwise agreed.
Section 10 Data Protection and Data Security
10.1 The Provider processes personal data exclusively within the scope of statutory requirements, in particular the GDPR.
10.2 Insofar as the Provider processes personal data on behalf of the Client, the parties shall conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR.
10.3 The Client is advised that data may be transferred to third-party providers in the course of performance. The Client is itself responsible for the data protection compliance of the data it provides and for informing its own data subjects.
10.4 Unless otherwise agreed, Client data shall be deleted within 30 days after the contract ends, provided no statutory retention obligations apply.
10.5 A project-specific data protection concept going beyond the standard implementation (for example special hosting requirements) is not included in the standard offer and shall be remunerated separately.
Section 11 Warranty
11.1 The Provider warrants that the services rendered fulfil the contractually agreed functions.
11.2 In the case of justified notification of defects, the Provider has the right to cure within a reasonable period; at its discretion, it may remedy the defect or render a defect-free service.
11.3 The warranty period is 12 months from acceptance or handover.
11.4 In the case of consulting services, the Provider owes the professional rendering of the consultancy, but not any particular commercial outcome.
11.5 The Provider gives no warranty for the uninterrupted availability of services that are based on third-party services.
Section 12 Liability
12.1 The Provider is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, and under the provisions of the German Product Liability Act.
12.2 In cases of ordinary negligence, the Provider is liable only for breach of material contractual obligations (cardinal obligations). In such cases, liability is limited in amount to the damage typical for this type of contract and foreseeable at the time of conclusion.
12.3 Any liability beyond this, in particular for loss of profit, indirect damage and consequential damage, is excluded.
12.4 The Provider is not liable for outages, disruptions or malfunctions caused by third-party services (for example AI models, workflow platforms, cloud services, communication tools) over which it has no influence. A current overview of the sub-processors used is available at https://www.nexantera.de/subprocessors
12.5 Liability for loss of data is limited to the recovery effort that would have been incurred had the Client carried out proper and regular data backups.
Section 13 Contract Term and Termination
13.1 Fixed-price project: The contract ends upon full performance and payment.
13.2 Retainer: The contract is concluded for an indefinite period and may be terminated by either party in text form giving 14 days' notice to the end of the month. There is no minimum term.
13.3 Hourly basis: Unless a fixed term has been agreed, either party may end the engagement at any time. Hours already incurred shall be remunerated.
13.4 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of:
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payment default of more than two consecutive monthly instalments (retainer)
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failure to fulfil material duties to cooperate despite a reminder and a reasonable period of grace
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the opening of insolvency proceedings over the assets of a party, or the rejection of such proceedings for lack of assets
13.5 Notices of termination require text form.
Section 14 Confidentiality
14.1 Both parties undertake to treat all confidential information of the other party obtained in the course of contract initiation and performance as confidential without limitation in time, and to use it only for the purposes of performing the contract.
14.2 The confidentiality obligation does not apply to information which
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is or becomes generally known to the public without the receiving party being responsible for this,
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was demonstrably already known to the receiving party before disclosure,
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was lawfully disclosed to the receiving party by third parties without an obligation of confidentiality,
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must be disclosed due to a statutory, official or court order.
Section 14a Recording of Online Meetings
14a.1 The Provider reserves the right to record online meetings (for example initial consultations, project meetings) automatically in order to produce minutes, transcripts and summaries. This serves quality assurance and the traceable documentation of project communication.
14a.2 Recording takes place only after all meeting participants have been expressly informed in advance and have given their consent. If consent is not given, recording is deactivated for the meeting in question.
14a.3 The recordings, transcripts and summaries are used exclusively for the performance of the contract. They are not passed on to third parties.
14a.4 Details of the software used and of the data processing can be found in the privacy policy and the sub-processor list.
Section 15 Reference to the Client
15.1 The Provider is entitled to name the Client as a reference in general terms and to use the Client's name and logo for reference purposes, unless the Client objects in text form.
15.2 Confidential project details are published only with the Client's prior written consent.
Section 16 Change Requests
16.1 Changes or additions to the scope of services during the term of the contract are made via a change request procedure in text form.
16.2 The Provider reviews the requested change and submits an offer to the Client covering the effects on scope, schedule and remuneration.
16.3 Changes become part of the contract only after both parties have confirmed them in text form.
Section 17 Force Majeure
17.1 Neither party is liable for non-performance of contractual obligations to the extent and for as long as this is due to force majeure. Force majeure includes in particular natural disasters, war, acts of terrorism, pandemics, industrial action, embargoes and prolonged power or network outages for which the affected party is not responsible.
17.2 The affected party shall notify the other party without undue delay of the occurrence and the end of the force majeure event and shall use its best efforts to remedy the situation and mitigate damage.
17.3 If the force majeure event lasts longer than 60 days, both parties are entitled to terminate the contract extraordinarily.
Section 18 Final Provisions
18.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
18.2 The services are offered in the DACH region (Germany, Austria, Switzerland).
18.3 The place of performance and the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Provider's registered place of business.
18.4 Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid provision.
18.5 There are no verbal side agreements. Amendments and additions to these GTC require text form. This also applies to the cancellation of this clause itself.
18.6 The Client may transfer rights and obligations under this contract to third parties only with the Provider's prior written consent.
18.7 These GTC are drawn up in the German language. In the case of translations, the German version shall prevail.
Last updated: 27 May 2026