1. Subject matter of the contract
- The subject matter of the contract is the Contractor's services agreed in the respective offer, in particular the design and delivery of hackathons, workshops, trainings, and events in the field of artificial intelligence, together with related consulting, service, and work-based deliverables.
- The Contractor owes careful performance of services in line with the state of the art applicable at the time of performance, unless otherwise agreed. Services are provided in German unless otherwise agreed. The Contractor is obliged to remain neutral in the performance of services.
- Insofar as consulting or training services are agreed, the Contractor owes competent professional performance, not a specific commercial outcome.
2. Cooperation between the contracting parties
- The parties ensure, through organizational measures, that the Contractor's staff deployed under this agreement remain exclusively subject to the Contractor's right of direction and disciplinary authority. No integration into the Client's organization takes place.
- Each party names one responsible point of contact. The Client submits requirements exclusively to this contact and issues no instructions to other deployed personnel. Deployed personnel do not enter into any employment relationship with the Client, even where services are performed on the Client's premises.
- The Contractor generally determines the place and time of performance itself. Timing, location, and subject-matter requirements must be observed insofar as they follow from the service description or from agreed schedules, or are necessary to achieve the purpose of the engagement. The Contractor is responsible for the necessary work equipment, unless otherwise agreed.
3. Rights to the work results
- Unless otherwise agreed in the contract, upon full payment of the agreed fee the Contractor grants the Client a simple (non-exclusive), unrestricted in time and place, transferable, and permanent right to use, store, reproduce, and edit the work results created specifically for the Client (e.g. concepts, analyses, reports, presentations, individually created prototypes, and documentation) for the Client's own business purposes within the Client's organization.
- Pre-existing works of the Contractor, in particular methods, frameworks, templates, software modules, checklists, and formats (including the concept and facilitation methodology for hackathons and trainings), remain the property of the Contractor. The Client only receives the right to use them within the scope of using the work results. Independent exploitation, disclosure, or sublicensing of these pre-existing works requires separate written consent and, where applicable, additional remuneration.
- The usage right under paragraph 1 only takes effect upon full payment of the fee owed for it. Until then, use is permitted only for testing and coordination purposes.
- The Contractor's and its staff's moral rights (Urheberpersönlichkeitsrechte) remain unaffected.
4. Results from hackathons, workshops and events
- Where the Contractor conducts a hackathon, workshop, or comparable event for the Client, the substantive results developed by the Client's participants (ideas, prototypes, drafts) belong to the Client as between the parties, unless otherwise agreed.
- The event format, methodology, task briefs, coaching material, and the tools and templates provided by the Contractor remain the property of the Contractor (Section 3.2).
- Where third parties who are not Client employees take part in the event, the rights to their results must be regulated separately. The Contractor points out this need for separate arrangements but assumes no liability in this regard.
5. Client cooperation
- The Client supports the Contractor in performing the contract and provides the necessary staff, information, and access in good time. The Client grants the Contractor access to the required business premises during usual business hours. If the Client fails to meet its cooperation obligations in good time, agreed dates shift accordingly; any resulting additional effort may be invoiced separately.
6. Service and response times
- If no service hours are agreed, Monday to Friday from 9:00 a.m. to 5:00 p.m. (excluding statutory public holidays at the Contractor's place of business) apply as service hours.
- If no response times are agreed, work on the services begins without delay after receipt of the relevant notification within service hours.
7. Dates and delay
- Statements regarding delivery dates are non-binding unless expressly confirmed in writing as binding. Partial performance is permitted.
- Performance deadlines are extended by the period during which the Contractor is prevented from performing due to labor disputes, force majeure, supplier failure, staff illness, or other unforeseen events beyond its control, plus a reasonable restart period. The same applies for as long as the Contractor is awaiting information or cooperation from the Client.
- Reminders and deadline notices from the Client require text form. If the Contractor falls into default, claims only arise after the fruitless expiry of a reasonable grace period of at least twelve working days.
8. Payment, set-off and assignment
- Payments are due without deduction within 14 days of receipt of the invoice. The interest rate for maturity and default interest is 9 percentage points above the respective ECB base rate (Section 288 (2) of the German Civil Code); otherwise, statutory provisions apply.
- All prices are exclusive of applicable statutory VAT, where VAT liability exists.
- The Client may only set off undisputed or legally established claims. A right of retention exists only for claims arising from the same contractual relationship.
9. Acceptance
- Where work-based services are owed, upon completion the Contractor may request a written declaration from the Client confirming that the service was rendered in accordance with the contract. The declaration must be issued within two weeks. Acceptance is deemed to have occurred if the Client uses the service for more than four weeks after delivery without giving written notice of material defects, or if the Client pays without reservation.
- For pure services (e.g. ongoing consulting), no formal acceptance takes place.
10. Warranty
- The Client must give written notice of obvious defects within a reasonable period, describing the defect precisely. Late or unfounded notices release the Contractor from its performance obligations to that extent; if the Contractor nevertheless takes action, it invoices the effort involved.
- If remedial performance has finally failed, the Client may reduce the fee or withdraw from the contract. Section 11 applies to damages.
- The Contractor supports the Client in troubleshooting even where a defect has not been established. If the service proves to be free of defects, the Contractor invoices the effort involved.
- The warranty lapses if work results have been modified and the Client fails to prove that the defect is independent of this.
- The warranty period is one year from acceptance, unless otherwise agreed.
11. Liability
- The Contractor is liable without limitation for intent or gross negligence, for injury to life, body, or health, under the Product Liability Act, and for guarantees assumed.
- In other cases, the Contractor is liable only for breach of a material contractual obligation (cardinal obligation), the fulfilment of which makes proper performance of the contract possible in the first place and on whose observance the Client may regularly rely, and then limited to the foreseeable, typical damage for this type of contract. Liability is otherwise excluded.
- Strict liability for defects already present at the time the contract was concluded (Section 536a of the German Civil Code) is excluded.
- Claims for damages against the Contractor become time-barred within one year of the statutory start of the limitation period, except in the cases under paragraph 1.
12. Third-party rights
- The Contractor warrants that no third-party rights stand in the way of the rights granted under this contract. If third parties assert conflicting proprietary rights against the Client, the Client notifies the Contractor in writing without delay. The Contractor may defend against or settle the claims at its own expense, reimburse the Client's defense costs, or exchange the affected services for equivalent ones within a reasonable period.
13. Confidentiality
- The contracting parties keep confidential all confidential information, documents, and data that become known to them in the course of the cooperation, do not make them accessible to third parties, and do not use them outside the purpose of the contract. They bind their deployed staff to confidentiality in writing. The Contractor deletes data provided on request and returns or destroys documents provided, insofar as no statutory retention obligations conflict with this. The confidentiality obligation continues after the end of the contract.
14. Data protection
- The parties observe the applicable data protection provisions, in particular the GDPR and the German Federal Data Protection Act (BDSG).
- Where the Contractor processes personal data on the Client's behalf, the parties conclude a data processing agreement under Article 28 GDPR before processing begins.
- Information on the processing of personal data by the Contractor as controller is set out in its privacy policy.
15. Client references and testimonials
- The Client grants the Contractor the simple, non-transferable right, revocable at any time for good cause, to use the Client's company name and logo as a reference (in particular on the website, in presentations, offers, case studies, and on social media). Use is exclusively for the Contractor's marketing and promotional purposes, subject to any brand guidelines of the Client, and without derogatory or misleading representation. Confidential information is not disclosed.
- The Client agrees to provide, upon request after completion of the project or defined project phases, a short written testimonial. The Contractor may publish only positive feedback naming the company name and logo. The testimonial is submitted to the Client for review before publication; approval may not be unreasonably withheld or delayed. Editorial shortening without altering the substance is permitted.
- These rights apply for an unlimited period but exclusively for the Contractor's self-promotion purposes. Personal data (e.g. names or photos of the Client's staff) is used only with separate prior consent from the individual concerned. The confidentiality obligations under Section 13 remain unaffected.
16. Final provisions
- The place of jurisdiction for all disputes arising from this contractual relationship is Berlin, insofar as the Client is a merchant, a legal entity under public law, or a special fund under public law.
- Amendments and additions to this contract require text form. This also applies to any waiver of this formal requirement.
- The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.
- Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected.
