General Terms and Conditions

Last updated: 7 October 2026

This English version is a translation provided for convenience. Only the German version is legally binding (see § 21(4)): Allgemeine Geschäftsbedingungen.

§ 1 Scope

1. These General Terms and Conditions (Allgemeine Geschäftsbedingungen, AGB) apply to all contracts between Riccardo Nentwich – Digitalisierung & Prozessautomatisierung, owner Riccardo Nentwich, Lerchenweg 16, 84478 Waldkraiburg, Germany (“Contractor”), and its clients.
2. The offer is directed exclusively at businesses (Unternehmer) 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 (Verbraucher).
3. The Client’s general terms and conditions do not apply, even if the Contractor does not expressly object to them or provides services in the knowledge of them.
4. Provisions in the respective offer and individual agreements take precedence over these AGB.

§ 2 Services

1. The Contractor provides services relating to the simplification, digitalisation and automation of business processes, in particular Process Checks, process automation, process integration, ongoing support and optimisation, website projects and workshops.
2. The type, scope, result and fee of the respective service are set out in the offer.
3. The initial call is free of charge and without obligation. It does not create obligations for either party.
4. Legal, tax and data protection advice is not part of the services.

§ 3 Conclusion of contract

1. The Contractor prepares an offer in text form (Textform). The contract is concluded when the Client accepts the offer in text form, for example by email.
2. If a period for acceptance is stated in the offer, the Contractor is bound by the offer only within this period.

§ 4 Type of service

1. The offer specifies whether a service is provided as a contract for work (Werkleistung) with a specific result and acceptance, or as a service (Dienstleistung).
2. In the case of services, in particular consulting, analysis, workshops and ongoing support, the Contractor owes the professional performance of the service, not a specific economic success.

§ 5 Client’s cooperation

1. The Client supports the Contractor to the extent necessary. In particular, the Client provides in good time:
   • a contact person who can make decisions,
   • access to the systems concerned, preferably test accounts or the Contractor’s own user accounts,
   • sample data and documents,
   • the time of the employees involved, for example for recording a process,
   • unless otherwise provided in the offer, licences and accounts with third-party providers in the Client’s own name.
2. The Client answers queries and approval requests within five working days, unless otherwise agreed.
3. If the Client does not provide its cooperation, or does not provide it in good time, agreed deadlines are postponed accordingly. Any additional effort this causes is remunerated on a time-and-material basis at the rates in the offer.

§ 6 Deadlines

Delivery and completion dates are only binding if they have been expressly agreed as binding.

§ 7 Changes

1. If the Client wishes to change the agreed scope of services, it notifies the Contractor of this in text form.
2. The Contractor informs the Client how the change affects fees and deadlines. The change is implemented as soon as both parties have confirmed these effects in text form.
3. Additional effort is remunerated at the hourly rate stated in the offer.

§ 8 Acceptance

1. Contracts for work are accepted (Abnahme) after a test by the Client. The Contractor notifies the Client of completion and requests acceptance.
2. The work is deemed accepted if the Client does not give notice of material defects in text form within ten working days of the request. The Contractor points out this consequence in the request.
3. Immaterial defects do not entitle the Client to refuse acceptance; they are remedied within the scope of the rights in respect of defects.
4. Self-contained partial services can be accepted separately, in particular where milestones have been agreed.

§ 9 Fees and payment

1. The fee is set out in the offer, as a fixed price, on a time-and-material basis or as a monthly flat fee. All prices are net, plus statutory VAT.
2. Unless otherwise provided in the offer, the following applies:
   • Process Check: payment before it is carried out.
   • Projects: 50% advance payment on placing the order, the remainder after acceptance. If milestones have been agreed, invoicing is based on them.
   • Ongoing support: monthly in advance.
3. Invoices are payable without deduction within 14 days of the invoice date.
4. Travel expenses and costs for third-party providers are reimbursed insofar as the offer provides for this.

§ 10 Cancellation of appointments

If the Client cancels an agreed appointment for a Process Check or workshop, this is free of charge up to two working days before the appointment. In the event of later cancellation, 50% of the fee agreed for the appointment becomes due. The Client remains entitled to prove that no damage or less damage has been incurred.

§ 11 Ongoing support

1. The scope and flat fee of ongoing support are set out in the offer. Response times only apply if they have been expressly agreed.
2. The minimum term is three months. Thereafter, either party can terminate the contract with one month’s notice to the end of a month. Notice of termination must be given in text form.
3. The right to extraordinary termination for good cause remains unaffected.

§ 12 Third-party providers and AI

1. The offer specifies who concludes contracts with third-party providers, for example for software, automation platforms, interfaces, AI services or hosting. The terms and conditions of the respective providers also apply to these services.
2. The Contractor is not liable for the availability, changes, prices and scope of services of third-party providers, insofar as the Contractor is not responsible for them.
3. Results of AI components and automations may be incorrect. The Client checks them in the agreed review steps before using them for decisions or towards third parties.

§ 13 Use of partners

The Contractor may engage experienced partners as subcontractors. The Contractor remains responsible to the Client for the service. The provisions of the respective agreement on processing on behalf of a controller (Auftragsverarbeitung) apply to the processing of personal data.

§ 14 Rights of use

1. The offer governs which rights the Client receives in the results. If it contains no provision, the Client receives a simple (non-exclusive), perpetual right to use the results created for it for its own purposes.
2. The rights pass only upon full payment for the respective service.
3. The Client may adapt and further develop the results itself or through third parties. Sale, sublicensing or any other transfer to third parties against payment is not permitted.
4. Pre-existing and generally reusable components, methods, templates and tools of the Contractor remain with the Contractor. Insofar as they are contained in results, the Client receives the right of use under paragraph 1.
5. For open-source software and other third-party components, their licence terms take precedence.
6. The Contractor hands over exports, configurations and source code at the Client’s request after full payment.
7. Drafts, concepts and other preliminary work that were not commissioned remain entirely with the Contractor. The Client may not use them without a separate agreement.

§ 15 Defects

1. In the event of defects in contracts for work, the Contractor first provides subsequent performance (Nacherfüllung), at its option by remedying the defect or by producing a new work.
2. Claims for defects become time-barred one year after acceptance. This does not apply in cases of intent, fraudulent concealment of a defect, damage resulting from injury to life, body or health, or to claims under § 16(1).

§ 16 Liability

1. The Contractor is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz) and to the extent of any guarantee assumed.
2. In the case of slight negligence, the Contractor is only liable for breach of a material contractual obligation, i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the Client may regularly rely. In this case, liability is limited to the damage typical for the contract and foreseeable at the time the contract was concluded.
3. Otherwise, liability for slight negligence is excluded.

§ 17 Data backup

The Client is responsible for regularly backing up its data and systems, in particular before any intervention in productive systems.

§ 18 Confidentiality

1. Both parties treat as confidential any confidential information of the other party that becomes known to them in the course of the cooperation. This obligation applies until three years after the end of the contract.
2. Trade secrets within the meaning of the German Trade Secrets Act (Gesetz zum Schutz von Geschäftsgeheimnissen) remain protected beyond this for as long as they are trade secrets. Statutory data protection obligations remain unaffected.
3. On request, the parties conclude a separate confidentiality agreement.

§ 19 Data protection

If the Contractor processes personal data on behalf of the Client, the parties first conclude an agreement on processing on behalf of a controller pursuant to Art. 28 GDPR (DSGVO). Otherwise, the privacy policy applies.

§ 20 References

The Contractor names the Client, its logo or the project as a reference only after express approval by the Client.

§ 21 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. If the Client is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from the contract is the Contractor’s place of business in Waldkraiburg.
3. Amendments and additions to the contract must be made in text form.
4. The German version of these AGB is authoritative.
5. Should any provision be invalid, the validity of the remaining provisions remains unaffected.

Questions about these terms: info@riccardonentwich.com