General Terms and Conditions
Note: The legally binding version of this document is the German original. This translation is provided for informational purposes only.
§ 1 Scope and Contracting Party
(1) These General Terms and Conditions (GTC) apply to all contracts of NC AGENTIC GmbH i.G. (Hamburg, HRB 191086) with customers for consulting, IT and AI services, as well as software.
(2) These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), not to consumers.
(3) Deviating, conflicting, or supplementary GTC of the customer are not accepted.
§ 2 Subject Matter and Services
(1) The provider delivers IT/AI consulting, training, digital compliance services, and software (e.g., SmartComplAI).
(2) Consulting services are not guaranteed success services. Work services are only owed if expressly agreed.
(3) AI results are supportive in nature. The customer reviews them at their own responsibility.
§ 3 Rights to Work Results and Software
(1) The provider grants the customer a simple, non-exclusive right of use for their own business purposes.
(2) All protective rights remain with the provider. Transfer and sublicensing are prohibited.
(3) Open-source components follow their own license terms.
§ 4 Customer Cooperation Obligations
(1) The customer provides the provider with complete information, system access, and test data in a timely manner.
(2) The customer ensures the legality of provided content and indemnifies the provider against third-party claims.
§ 5 Service Changes (Change Requests)
Changes require written agreement with regulation of impacts on schedules and compensation.
§ 6 Compensation and Billing
(1) Compensation is based on the offer – typically on a time and materials basis with agreed hourly/daily rates or flat fees.
(2) All prices are exclusive of statutory VAT.
(3) Billing occurs monthly in arrears with a 14-day payment term.
(4) The customer bears travel and incidental costs as well as necessary third-party licenses.
§ 7 Deadlines and Delays
(1) Deadlines are planning values unless expressly agreed as "binding".
(2) Delays due to insufficient customer cooperation extend deadlines appropriately.
§ 8 Acceptance for Work Services
For work services, the provider announces readiness for acceptance. The customer must accept promptly and report defects. Partial acceptances are possible.
§ 9 Warranty
(1) Work services are subject to statutory defect rights (repair/replacement, reduction, withdrawal).
(2) Service contracts do not have work contract warranty rights.
§ 10 AI Use (EU AI Act)
(1) As a manufacturer, the provider fulfills its provider obligations (risk management, documentation, logging, transparency, security).
(2) As a user, the customer must ensure human oversight, conduct training, monitor operations, and report serious incidents.
§ 11 Data Protection
(1) When processing personal data, the parties conclude a data processing agreement (Art. 28 GDPR).
(2) The provider implements appropriate technical and organizational measures.
§ 12 Confidentiality
(1) Both parties treat confidential information confidentially and only for contract fulfillment.
(2) The obligation extends beyond the contract duration.
§ 13 Liability
(1) The provider is liable without limitation for intent, gross negligence, and damages to life/body/health, as well as under the Product Liability Act.
(2) For simple negligence, liability only exists for breach of essential contractual obligations, limited to foreseeable damage and maximum annual compensation.
(3) No liability for indirect damages (lost profits, business interruptions).
(4) AI results are not warranted for accuracy.
§ 14 Contract Duration and Termination
(1) Fixed-term contracts end upon expiration of the agreed period.
(2) Open-ended contracts can be terminated by either party with 4 weeks' notice to the end of the month.
(3) The right to extraordinary termination for good cause remains unaffected.
§ 15 Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes is Hamburg (for merchants and legal entities).
(3) Should individual provisions be invalid, the validity of the remaining provisions remains unaffected.
(4) The company does not participate in consumer arbitration proceedings.
Version: August 2025