Terms and Conditions

Tim Jamboula Sanderstraße 18, 12047 Berlin Email: info@ki-schulung.co

Referred to below as the "Contractor". The contracting partner is referred to as the "Client".

§ 1 Subject matter of the contract

1. The subject matter of the contract is the services of the Contractor agreed in the respective offer, in particular the design and delivery of hackathons, workshops, trainings and events in the field of artificial intelligence, as well as related advisory, service and work performance obligations.
2. The Contractor owes careful performance corresponding to the state of the art applicable at the time the service is rendered, unless otherwise agreed. The service is to be rendered in German, unless otherwise agreed. The Contractor is obliged to remain neutral when rendering the service.
3. Insofar as advisory or training services are agreed, the Contractor owes competent performance, but not a specific commercial outcome.

§ 2 Cooperation between the contracting parties

1. The contracting parties ensure, through organizational measures, that the Contractor's staff deployed in the course of performance remain subject exclusively to the Contractor's right of direction and disciplinary authority. No integration into the Client's organization takes place.
2. Each party names one responsible point of contact. The Client submits requirements exclusively to this point of contact and does not issue instructions to any other deployed personnel. The deployed personnel do not enter into an employment relationship with the Client, even where they render services on the Client's premises.
3. 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 service plans, or are necessary to achieve the purpose of the engagement. The Contractor is responsible for the necessary work equipment itself, unless otherwise agreed.

§ 3 Rights to the work results

1. Unless otherwise agreed in the contract, upon full payment of the agreed fee the Contractor grants the Client a simple (non-exclusive), temporally and geographically unrestricted, 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 company.
2. Pre-existing works of the Contractor, in particular methods, frameworks, templates, software modules, checklists and formats (including the concept and delivery methodology for hackathons and trainings), remain the property of the Contractor. The Client only receives the right to use them in connection with the use of the work results. Independent exploitation, disclosure or sublicensing of these pre-existing works is only permitted with separate written consent and, where applicable, against additional remuneration.
3. The right of use under paragraph 1 only takes effect upon full payment of the fee owed for it. Until then, use is only permitted for testing and coordination purposes.
4. The Contractor's and its employees' moral rights remain unaffected.

§ 4 Results from hackathons, workshops and events

1. If the Contractor conducts a hackathon, workshop or comparable event for the Client, the substantive results developed by the Client's participants during the event (ideas, prototypes, drafts) belong to the Client as between the parties, unless otherwise agreed.
2. The event format, methodology, task descriptions, coaching materials and the tools and templates provided by the Contractor remain the property of the Contractor (§ 3 paragraph 2).
3. If third parties who are not employees of the Client take part in the event, the rights to their results must be regulated separately. The Contractor will point out any such need for regulation but assumes no liability in this respect.

§ 5 Client cooperation

1. The Client supports the Contractor in the performance of the contract and provides the necessary personnel, 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

1. 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.
2. If no response times are agreed, work on the services must begin without delay after receipt of the relevant notification within the service hours.

§ 7 Dates and delay

1. Information on delivery dates is non-binding unless expressly confirmed in writing as binding. Partial performance is permitted.
2. 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 waiting for information or cooperation from the Client.
3. Reminders and deadline notices from the Client must be in 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

1. 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 (§ 288 paragraph 2 BGB); statutory provisions otherwise apply.
2. All prices are exclusive of applicable statutory VAT, insofar as VAT liability exists.
3. The Client may only set off against undisputed or legally established claims. The Client has a right of retention only for claims arising from the same contractual relationship.

§ 9 Acceptance

1. Insofar as work performance is owed, upon completion the Contractor may request a written declaration from the Client that the service was rendered in conformity 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 provision without giving written notice of material defects, or if it pays without reservation.
2. For pure services (e.g. ongoing advisory work), no acceptance takes place.

§ 10 Warranty

1. 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 will invoice the effort involved.
2. If subsequent performance has finally failed, the Client may reduce the fee or withdraw from the contract. § 11 applies to damages.
3. The Contractor supports the Client in troubleshooting even where a defect has not been established. If the service turns out to be free of defects, the Contractor will invoice the effort involved.
4. The warranty lapses if work results have been altered and the Client does not prove that the defect is independent of that alteration.
5. The warranty period is one year from acceptance, unless otherwise agreed.

§ 11 Liability

1. 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.
2. In other cases, the Contractor is only liable for breach of a material contractual obligation (cardinal obligation), the fulfilment of which enables the proper performance of the contract in the first place and on whose observance the Client may regularly rely, and then only limited to the foreseeable damage typical for the type of contract. Liability is otherwise excluded.
3. Strict liability for defects already present at the time the contract was concluded (§ 536a BGB) is excluded.
4. Claims for damages against the Contractor become time-barred within one year from the statutory start of the limitation period, except in the cases of paragraph 1.

§ 12 Third-party rights

1. The Contractor warrants that no third-party rights conflict with the grant of rights under this contract. If third parties assert conflicting protective rights against the Client, the Client will notify the Contractor in writing without delay. The Contractor may, at its own expense, defend against or satisfy the claims, reimburse the Client for its defense costs, or replace the affected services with equivalent ones within a reasonable period.

§ 13 Confidentiality

1. 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 in writing to confidentiality. The Contractor deletes data provided upon request and returns or destroys documents provided, insofar as no statutory retention obligations conflict with this. The confidentiality obligation continues to apply after the end of the contract.

§ 14 Data protection

1. The parties comply with the applicable data protection provisions, in particular the GDPR and the German Federal Data Protection Act (BDSG).
2. If the Contractor processes personal data on behalf of the Client, the parties will conclude a data processing agreement pursuant to Article 28 GDPR before processing begins.
3. Information on the processing of personal data by the Contractor as controller can be found in its privacy policy.

§ 15 Customer references and testimonials

1. 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 advertising purposes, subject to any brand guidelines of the Client and without disparaging or misleading representation. Confidential information will not be disclosed.
2. The Client agrees, upon request after completion of the project or defined project phases, to provide brief written feedback (testimonial). The Contractor may only publish positive feedback naming the company name and logo. The testimonial will be submitted to the Client for review before publication; approval may not be unreasonably withheld or delayed. Editorial shortening without altering the substance is permitted.
3. These rights apply for an unlimited period, but exclusively for the purpose of the Contractor's self-promotion. Personal data (e.g. names or photos of the Client's employees) will only be used with the separate prior consent of the person concerned. The confidentiality obligations under § 13 remain unaffected.

§ 16 Final provisions

1. 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.
2. Amendments and additions to this contract must be made in text form. This also applies to the waiver of this form requirement.
3. The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.
4. Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected.