Terms & Conditions

§ 1 Scope and contracting party

(1) These Terms & Conditions apply to all contracts concluded by NC AGENTIC GmbH, Lilienstraße 11, 20095 Hamburg, registered with the Hamburg Local Court under HRB 191086 (“Provider”), for consulting, IT, AI, and software services.

(2) They apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law, not to consumers.

(3) Deviating customer terms apply only if the Provider has expressly accepted them in text form.

§ 2 Subject matter and type of service

(1) The Provider supplies, in particular, IT/AI consulting, training, digital compliance services, implementation and operation services, and software services relating to AIonicOS and other agreed solutions.

(2) The relevant offer or individual agreement takes precedence in determining scope, type of service, dates, and remuneration. Consulting and other services do not promise a particular result. A specific work product and acceptance are owed only where expressly agreed.

(3) AI-generated results may be incomplete, inaccurate, or non-reproducible. They support, but do not replace, necessary professional, legal, or human review. Agreed characteristics and mandatory defect rights remain unaffected.

§ 3 Usage rights, software, and trademarks

(1) Unless the individual agreement provides otherwise, after full payment the customer receives a non-exclusive, perpetual, worldwide right to use work products created specifically for the customer for its own business purposes. The Provider’s pre-existing materials, standard software, models, methods, templates, and know-how are excluded.

(2) Transfer, modification, and sublicensing are permitted only to the extent contractually granted. Open-source and third-party components remain subject to their respective licence terms.

(3) “startvisorAI” and “AIonicOS” are registered word marks of NC AGENTIC GmbH. No right to use these marks or confusingly similar signs is granted without an express agreement.

§ 4 Cooperation and lawful use

(1) The customer supplies necessary information, decisions, system access, and suitable test data on time. Delays caused by missing cooperation extend agreed deadlines appropriately.

(2) The customer is responsible for the lawfulness of content, data, and instructions it provides and for reviewing results in the intended deployment context.

(3) The customer indemnifies the Provider against justified third-party claims to the extent they arise from unlawful provision or use attributable to the customer. The Provider will promptly inform the customer and, where legally possible, allow it to conduct the defence.

§ 5 Changes to services

Changes to the agreed scope (change requests) are recorded in text form. Before implementation, the Provider explains identifiable effects on dates, remuneration, and other agreements.

§ 6 Remuneration and payment

(1) Remuneration follows the offer or individual agreement. Unless agreed otherwise, actual time and materials are charged at the agreed rates.

(2) Prices exclude statutory VAT. Necessary and agreed travel, incidental, and third-party licence costs are charged separately.

(3) Invoices are due without deduction within 14 days of receipt. Statutory default rules remain unaffected.

§ 7 Dates and impediments

(1) Dates are non-binding planning values unless expressly agreed as binding.

(2) Events outside the Provider’s reasonable control for which it is not responsible—including outages of necessary third-party infrastructure, industrial action, official measures, or force majeure—extend performance periods by the duration of the disruption plus a reasonable restart period. Statutory termination and withdrawal rights remain unaffected.

§ 8 Acceptance of work products

(1) An agreed work product must be accepted when it substantially conforms to the contract. Acceptance may not be refused for immaterial defects; defect rights remain available.

(2) Where the Provider sets a reasonable acceptance period after completion, deemed acceptance occurs only under the conditions of § 640(2) BGB. If the customer refuses acceptance, it must identify at least one defect.

(3) Partial acceptance applies only where agreed and the relevant part can be independently tested and used.

§ 9 Defect rights

(1) Statutory defect rights apply to work and purchase deliverables unless the individual agreement validly provides otherwise. The Provider is initially entitled to cure within a reasonable period.

(2) Pure services carry no work-contract guarantee of success. Errors in services are corrected within the scope of statutory duties.

(3) A guarantee of quality exists only where expressly designated as such and agreed in text form.

§ 10 Artificial intelligence and the EU AI Act

(1) Obligations under Regulation (EU) 2024/1689 (EU AI Act) depend on each party’s actual role, the specific AI system, its intended purpose, and its risk classification. These Terms alone do not assign either party the blanket role of provider, deployer, importer, distributor, or product manufacturer.

(2) Each party complies with duties applicable to it, including those concerning AI literacy, documentation, transparency, human oversight, logging, security, and incident reporting. The parties reasonably support each other with required information.

(3) The customer uses AI systems only for the agreed intended purpose, reviews outputs according to risk, and does not make solely automated decisions producing legal or similarly significant effects unless expressly agreed and lawfully implemented.

§ 11 Data protection

(1) The parties process personal data in accordance with applicable data protection law. Where the Provider processes personal data on the customer’s behalf, the parties conclude an agreement under Article 28 GDPR before that processing begins.

(2) Where the parties process data in other roles, including as separate or joint controllers, they make the arrangements and provide the information required by their actual responsibilities.

(3) Both parties maintain appropriate technical and organisational measures and promptly inform each other of relevant personal data breaches where necessary to meet legal duties.

§ 12 Confidentiality

(1) Both parties use information marked or recognisable as confidential solely to perform the contract and protect it appropriately against unauthorised access.

(2) This does not apply to information lawfully public, demonstrably already known to the receiving party, or lawfully disclosed by an authorised third party. Statutory disclosure duties remain unaffected.

(3) The duty applies during the contract and for five years afterwards; trade secrets remain protected for as long as their statutory conditions are met.

§ 13 Liability

(1) The Provider has unlimited liability for intent and gross negligence, culpable injury to life, body, or health, under the German Product Liability Act, within an assumed guarantee, and in other cases of mandatory statutory liability.

(2) For a slightly negligent breach of a material contractual obligation, liability is limited to the typical damage foreseeable when the contract was concluded. Material obligations are those whose performance makes proper execution of the contract possible and on whose fulfilment the customer may regularly rely.

(3) Liability for slight negligence is otherwise excluded. These limitations also benefit the Provider’s corporate bodies, employees, and agents.

(4) Notices about possible errors or limitations of AI outputs describe the agreed service but do not restrict mandatory liability or defect rights.

§ 14 Term and termination

(1) Fixed-term agreements end when the agreed period expires. Otherwise, the individual agreement takes precedence for term and ordinary termination. Unless otherwise agreed, indefinite agreements may be terminated in text form by either party on four weeks’ notice to the end of a month.

(2) The right to terminate for good cause remains unaffected. Services performed before termination takes effect must be paid for.

§ 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) To the extent legally permissible, Hamburg is the exclusive place of jurisdiction where the customer is a merchant, legal entity under public law, or special fund under public law.

(3) If a provision is or becomes invalid, the remaining provisions remain effective. Statutory rules replace the invalid provision.

(4) The Provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration body. These Terms apply exclusively to businesses.

(5) Translations are provided for information. In the event of discrepancies, the German version prevails to the extent legally permissible.

Version: July 2026