GENERAL TERMS AND CONDITIONS (AGB)
for B2B consulting, project, and SaaS services

Version: 2026-03-16

1. Provider and scope of application
1.1 The contractual partner is:

Alexander Steinmetz
IT-Beratung, Alexander Steinmetz
Schoellerstr. 11
74321 Bietigheim-Bissingen
Germany
Email: [E-Mail wird geladen]
VAT ID No.: DE319115489
Website: www.steinmetz-ai.com

1.2 These Terms and Conditions apply to all contracts between the provider and its customers concerning consulting, analysis, concept development, implementation, support, project, training, and, where applicable, software-as-a-service, subscription, or other digital services.

1.3 These Terms and Conditions 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.

1.4 Conflicting, deviating, or supplementary general terms and conditions of the customer shall not apply unless their validity has been expressly agreed in text form.

1.5 Individual agreements, offers, service descriptions, project contracts, Statements of Work, or Service Level Agreements shall take precedence over these Terms and Conditions to the extent that they contain deviating provisions.

2. Formation of contract
2.1 Offers made by the provider are subject to change and non-binding unless they are expressly designated as binding.

2.2 A contract is formed in particular by:
- acceptance of an offer in text form,
- mutual signing of a contract or Statement of Work,
- placing an order in text form,
- or commencement of service performance with the customer's consent.

2.3 The type, scope, and content of the services shall be determined in the following order of priority:
- individual contractual agreements,
- the respective offer or Statement of Work,
- supplementary service descriptions,
- these Terms and Conditions.

3. Type of services
3.1 Unless expressly agreed as work results, the provider owes services. A specific economic success is owed only if this has been expressly agreed in text form.

3.2 Technical, organizational, or strategic recommendations by the provider do not replace individual legal, tax, financial, or other regulated professional advice. To the extent that services affect regulatory, data protection, employment law, safety-related, or industry-specific issues, the customer remains obligated to have such matters reviewed by appropriately qualified advisors or internal specialist departments unless expressly agreed otherwise.

3.3 The provider is entitled to use appropriate methods, tools, technologies, models, libraries, frameworks, and aids at its own professional discretion for the provision of services, unless otherwise agreed.

3.4 The provider is entitled to use qualified freelancers, subcontractors, or cooperation partners for the provision of services. The provider remains responsible to the customer for the owed service.

4. Customer obligations to cooperate
4.1 The customer shall support the provider in good time and to a reasonable extent in the provision of services. In particular, the customer shall provide the necessary information, documents, data, systems, access rights, contact persons, approvals, and decisions.

4.2 The customer is responsible for ensuring that the content, data, documents, systems, and materials provided by the customer may be used and processed lawfully and do not infringe any third-party rights.

4.3 The customer is also responsible for creating within its own area of responsibility the legal, organizational, and technical conditions required for using the services, in particular with regard to data protection, information security, compliance, co-determination, archiving, and data backup.

4.4 Delays, additional effort, or damage caused by insufficient, delayed, or incorrect cooperation by the customer shall not be at the provider's expense. Agreed deadlines shall be extended appropriately by the duration of the impediment plus a reasonable restart period.

5. Change requests and service changes
5.1 Requests by the customer for changes or extensions require separate coordination. The provider will inform the customer of the expected effects on scope, deadlines, and remuneration.

5.2 Until agreement is reached on the change, the previously agreed scope of services shall remain authoritative.

6. Service provision, deadlines, and force majeure
6.1 Services are generally provided remotely unless on-site performance has been expressly agreed.

6.2 Information on dates and deadlines is binding only if expressly designated as binding.

6.3 Events of force majeure or other circumstances for which the provider is not responsible, in particular failures of telecommunications connections, data centers, cloud services, third-party platforms, power supply, official measures, pandemics, natural events, strikes, or lawful lockouts, shall extend agreed deadlines appropriately.

7. Remuneration and payment terms
7.1 Remuneration shall be based on the respective offer, contract, or Statement of Work. Unless a fixed price has been agreed, billing shall be based on actual time spent.

7.2 Unless otherwise agreed, all prices are net prices plus statutory value added tax.

7.3 The provider is entitled to invoice services according to project progress, actual effort, periodically, or according to agreed milestones.

7.4 Invoices are payable within 14 days from the invoice date without deduction unless expressly agreed otherwise.

7.5 Travel time, travel expenses, accommodation costs, per diem allowances, and other expenses shall only be charged to the extent that this has been agreed or the customer has approved the respective measure in advance.

7.6 In the event of late payment, the statutory provisions shall apply. In the case of due and outstanding claims, the provider is entitled, after prior announcement in text form, to temporarily withhold or suspend further services until full payment has been made, unless overriding legitimate interests of the customer prevent this.

8. Special provisions for SaaS and subscription services
8.1 To the extent that the provider makes software or digital services available to the customer for use for a limited period, the customer shall receive a simple, non-exclusive, non-transferable right of use limited to the term of the respective contract and to the agreed scope.

8.2 Without a separate Service Level Agreement, the provider does not owe any specific minimum availability, but will endeavor to ensure operation that is customary in the industry and secure. Availability excludes in particular maintenance windows, security updates, disruptions at third parties, or impairments caused by the customer.

8.3 The customer may not misuse SaaS services, may not process or distribute unlawful content, and may not take any actions that jeopardize the security, integrity, or availability of the systems.

8.4 The provider is entitled to temporarily restrict or block SaaS services for good cause if this is necessary to defend against significant security risks, to prevent misuse, due to a material breach of contract, or because of statutory obligations. The provider will inform the customer in advance where possible and reasonable.

9. Acceptance in the case of work results
9.1 To the extent that work results have been expressly agreed, the provider shall notify the customer in text form that the service is ready for acceptance.

9.2 The customer shall review the service within 10 working days after receipt of the notice and declare acceptance or communicate specific material defects in text form.

9.3 If no response is received within this period, or if the customer uses the work result productively, the service shall be deemed accepted provided that the provider informed the customer of this legal consequence when notifying readiness for acceptance.

9.4 Insignificant defects do not entitle the customer to refuse acceptance.

10. Rights of use and intellectual property
10.1 To the extent that copyright-protected work results arise in the course of service provision, the provider grants the customer, after full payment, the simple, non-exclusive, non-transferable right to use them for the customer's own internal business purposes within the contractually intended scope, unless otherwise agreed.

10.2 All pre-existing rights, methods, concepts, templates, libraries, frameworks, models, tools, scripts, prompts, processes, know-how, and other components of the provider shall remain with the provider. This also applies if they are used or further developed within a project.

10.3 Open-source software and other third-party components are subject to the respective license terms of the rights holders. To the extent that their use has been agreed or is technically required, those license terms take precedence for the respective components.

10.4 Source code, administrative rights, training data, development environments, models, configuration states, or documentation are transferred only if this has been expressly agreed.

11. Confidentiality
11.1 Both parties undertake to treat as confidential all confidential information of the other party that becomes known to them in connection with the contractual relationship and to use it only for contractual purposes.

11.2 Confidential information includes in particular business and trade secrets, prices, calculations, technical documents, concepts, unpublished information, access data, customer and project data, and other information recognizable as confidential.

11.3 Information shall not be deemed confidential if it can be proven that it:
- is generally known or generally accessible without breach of confidentiality obligations,
- was already lawfully known to the receiving party,
- was lawfully obtained from third parties without confidentiality obligations,
- or must be disclosed due to a statutory obligation or court or official order.

11.4 The confidentiality obligation shall continue for the duration of the contract and for five years after its termination. For trade secrets, it shall continue beyond that for as long as the information constitutes trade secrets within the meaning of the law.

12. Data protection
12.1 Both parties shall comply with the applicable data protection regulations.

12.2 To the extent that the provider processes personal data on behalf of the customer, the parties shall conclude a data processing agreement pursuant to Article 28 GDPR before processing begins, if legally required.

12.3 Unless otherwise provided by law, the customer remains responsible for the lawfulness of the processing of personal data initiated by the customer, for the admissibility of the data transmitted to the provider, and for safeguarding the rights of data subjects.

13. Warranty
13.1 In the case of work results, the statutory rights relating to defects shall apply on the condition that the provider initially has the right to subsequent performance. Subsequent performance shall be effected at the provider's choice by remedying the defect or producing a replacement, insofar as this is reasonable for the customer.

13.2 Defects must be communicated by the customer in a comprehensible form and with a description of their effects.

13.3 For services and consulting services, the statutory provisions of service contract law apply. A specific success is owed only if expressly agreed.

13.4 Claims for defects in work results become time-barred 12 months after acceptance to the extent permitted by law. This does not affect claims arising from intent, gross negligence, fraudulent concealment of a defect, injury to life, body, or health, or in cases of mandatory statutory liability.

14. Liability
14.1 The provider shall be liable without limitation:
- in cases of intent and gross negligence,
- for damages arising from injury to life, body, or health,
- in cases of fraudulent intent,
- to the extent of an expressly assumed guarantee,
- and under mandatory statutory liability provisions.

14.2 In the event of a slightly negligent breach of essential contractual obligations, liability shall be limited to the typical and foreseeable damage under the contract. Essential contractual obligations are those obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely.

14.3 In the cases referred to in subsection 14.2 above, the provider's liability for continuous or recurring services shall be limited in amount to 100 percent of the remuneration paid by the customer in the last 12 months before the event giving rise to the damage, but at least EUR 10,000 per damage event. For shorter contract terms, the remuneration paid until that time shall be decisive.

14.4 In all other respects, liability for damage caused by slight negligence is excluded.

14.5 To the extent that the customer fails to back up data properly and this increases the recovery effort, the provider shall be liable in the event of data loss only for the effort that would have been required to restore the data had the customer properly backed it up, unless the provider is responsible for the missing backup.

14.6 The provider shall not be liable for disruptions, delays, malfunctions, or outages attributable to services or infrastructures of the customer or other third parties, unless the provider is responsible for them.

15. Term and termination
15.1 The term, minimum term, and notice periods are governed primarily by the respective individual contract.

15.2 If there is no separate provision, a service contract concluded for an indefinite period may be terminated by either party in text form with 30 days' notice to the end of a month.

15.3 The right to extraordinary termination for good cause remains unaffected.

15.4 Good cause for the provider exists in particular if the customer, despite a reminder, fails to make due payments, materially breaches its obligations to cooperate, violates restrictions on use, or the provision of services becomes unreasonable for legal or safety-related reasons.

15.5 Services rendered until the termination becomes effective shall be remunerated by the customer. In the case of agreed fixed prices, an appropriate pro rata billing shall be made according to the level of completion reached by the time of termination, unless otherwise agreed.

16. Reference naming
The provider may name the customer as a reference or use the customer's name, trademark, or logo for reference purposes only with the customer's prior consent in text form. Any consent granted may be revoked at any time with effect for the future.

17. Set-off and right of retention
The customer may only set off claims that are undisputed or have been finally adjudicated. The customer shall have a right of retention only on the basis of counterclaims arising from the same contractual relationship.

18. Final provisions
18.1 German law shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

18.2 The place of performance shall, to the extent permitted by law, be the provider's registered office.

18.3 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be the provider's registered office. The provider remains entitled to sue the customer at the customer's general place of jurisdiction as well.

18.4 Amendments and supplements to the contract as well as ancillary agreements require at least text form unless the law prescribes a stricter form.

18.5 Should individual provisions of these Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the statutory provision. The same applies to any regulatory gaps.