Terms and Conditions

1. General and Scope

1.1 The following General Terms and Conditions (GTC) govern the contractual relationship between agenticonsult, represented by Danny Scherer, 42349 Wuppertal (hereinafter referred to as "Provider") and the users of the consulting services (hereinafter referred to as "Client").

1.2 These GTC apply to all contracts for the provision of consulting services in the field of artificial intelligence, prompt engineering, databases, agentic AI, and related services.

1.3 Deviating conditions of the Client are not recognized unless the Provider expressly agrees to their validity in writing.

1.4 These GTC apply to both consumers and entrepreneurs, unless a distinction is made in the respective clause.

2. Subject Matter and Scope of Services

2.1 The Provider provides consulting and services in the field of artificial intelligence, in particular on the topics of prompt engineering, agentic AI, databases, and applied AI solutions for companies.

2.2 The specific content and scope of the services to be provided by the Provider shall be determined by the individual offer, the order confirmation, or a separately concluded consulting agreement.

2.3 The Provider is generally obligated to provide the agreed service, but not a specific economic result.

2.4 Unless otherwise agreed, the dates for service delivery are non-binding.

3. Conclusion of Contract

3.1 The presentation of services on the website does not constitute a legally binding offer but an invitation to submit an offer.

3.2 The contract is concluded only upon acceptance of the Client's offer by the Provider.

3.3 For consulting services via remote communication means, the contract is concluded upon scheduling and confirmation by the Provider.

4. Remuneration and Payment Terms

4.1 The remuneration for consulting services is based on the conditions agreed in the offer, order confirmation, or consulting agreement.

4.2 Unless otherwise agreed, the remuneration is understood as exclusive of statutory VAT.

4.3 Invoices are due for payment within 14 days of invoicing without deduction.

4.4 For more extensive projects, the Provider reserves the right to request reasonable advance or installment payments.

4.5 Travel costs and expenses will be invoiced to the Client separately unless an explicit different agreement has been made.

5. Client Cooperation Obligations

5.1 The Client is obligated to support the Provider in providing the agreed services to a reasonable extent.

5.2 The Client's cooperation obligations include in particular the timely provision of all information, data, and documents required for service delivery.

5.3 The Client shall designate a competent contact person who is available to the Provider for queries.

5.4 If the Client fails to meet its cooperation obligations, the Provider is entitled to refuse service delivery until the cooperation obligations are fulfilled.

6. Dates and Deadlines

6.1 Dates and deadlines for service delivery are only binding if confirmed in writing by the Provider.

6.2 If an agreed appointment is cancelled or rescheduled by the Client less than 48 hours in advance, the Provider reserves the right to charge a cancellation fee.

6.3 Force majeure and other events for which the Provider is not responsible shall release the Provider from its obligation to perform for the duration of their effects.

7. Copyright and Usage Rights

7.1 All copyrights and other intellectual property rights to the concepts, documentation, and work results created by the Provider remain with the Provider.

7.2 The Client receives a simple, non-exclusive right of use for its own internal company purposes for the work results created within the scope of the consulting service.

7.3 The Provider is entitled to cite the services rendered for the Client as a reference.

8. Confidentiality and Data Protection

8.1 The contracting parties undertake to treat all confidential information of the other party obtained in the course of fulfilling the contract as confidential.

8.2 All information and documents of the respective other party that are marked as confidential are considered confidential.

8.3 The confidentiality obligation does not apply to information that is generally known or has been lawfully obtained from third parties.

8.4 The Provider processes the Client's personal data in compliance with the applicable data protection regulations.

9. Warranty and Liability

9.1 The Provider provides its services with the utmost care and to the best of its knowledge and belief.

9.2 The Provider is liable for defects in the services provided in accordance with the statutory provisions.

9.3 The Provider is liable without limitation for damages resulting from injury to life, body, or health.

9.4 For damages caused by slight negligence, the Provider is only liable in the event of a breach of a material contractual obligation.

9.5 Liability for data loss is limited to the typical recovery effort.

9.6 Otherwise, the Provider's liability is excluded.

10. Termination and Cancellation

10.1 Contracts for consulting services can be ordinarily terminated by either party with a notice period of 14 days to the end of the month.

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

10.3 In the event of premature termination of a consulting contract, the Provider is entitled to remuneration for services rendered up to that point.

10.4 Terminations and cancellations must be in writing.

12. Digital Products

12.1 In addition to consulting services, the Provider offers digital content within the meaning of §327(2)(1) BGB for purchase (e.g., PDF documents, Markdown files, Python scripts). These are provided as a one-time download.

12.2 Delivery takes place immediately after receipt of payment by providing a download link via email. There is no entitlement to physical delivery.

12.3 The buyer receives a simple, non-transferable, non-sublicensable right of use for private or internal business purposes. Redistribution, resale, public disclosure, or publication of the product or substantial parts thereof is prohibited without the express written consent of the Provider.

12.4 The statutory warranty rights apply to digital content. The limitation period for warranty claims is two years from the date of provision (§327j(1) BGB). A reduction of statutory warranty rights is not permissible in consumer contracts.

12.5 The buyer is advised that the purchased digital content may contain AI-related functionality. Use in high-risk applications within the meaning of Annex III of Regulation (EU) 2024/1689 (EU AI Act) is not permitted without a separate conformity assessment by the buyer.

12.6 The functionality and compatibility of digital products are specified in the respective product description. The buyer is responsible for providing the required technical environment.

13. Right of Withdrawal for Digital Content

13.1 Consumers are generally entitled to a 14-day right of withdrawal for distance contracts.

13.2 For contracts for the supply of digital content not on a tangible medium, the right of withdrawal expires prematurely if the Provider has begun performance after the consumer has expressly consented to the Provider beginning performance before the expiry of the withdrawal period, and the consumer has acknowledged that they lose their right of withdrawal upon the commencement of performance (§356(5) BGB).

13.3 In the event of an effective withdrawal, the services received by both parties shall be returned. The consumer has no right to a refund if the digital product has already been fully provided and the consumer has given express consent and acknowledged the loss of the right of withdrawal before performance began.

14. Withdrawal Instructions (Widerrufsbelehrung)

14.1 Right of withdrawal: You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of the conclusion of the contract.

14.2 To exercise the right of withdrawal, you must inform us (Danny Scherer, agenticonsult, Oberheidt 1A, 42349 Wuppertal, Germany, email: danny.scherer@agenticonsult.de) of your decision to withdraw from this contract by an unequivocal statement (e.g., a letter sent by post or email).

14.3 To meet the withdrawal deadline, it is sufficient for you to send your communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.

14.4 Effects of withdrawal: If you withdraw from this contract, we shall reimburse all payments received from you without undue delay and at the latest within fourteen days from the day on which we received notification of your withdrawal. We shall use the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise.

14.5 Special notice: Your right of withdrawal expires prematurely for contracts for the supply of digital content not on a tangible medium if you have expressly consented to performance beginning before the expiry of the withdrawal period and have acknowledged that you thereby lose your right of withdrawal.

14.6 Model withdrawal form: To Danny Scherer, agenticonsult, Oberheidt 1A, 42349 Wuppertal, Germany, email: danny.scherer@agenticonsult.de — I/We hereby give notice that I/we withdraw from the contract for the purchase of the following goods / provision of the following service: [description] — Ordered on / received on: [date] — Name of consumer(s): [name] — Address of consumer(s): [address] — Date: [date] — Signature (only for paper communication)

15. Final Provisions

11.1 The place of performance and exclusive place of jurisdiction for all disputes is, to the extent permitted by law, the Provider's registered office.

11.2 Exclusively the law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.

11.3 If individual provisions of these GTC are invalid or unenforceable, the validity of the remaining provisions shall not be affected.

11.4 Amendments and additions to these GTC must be in writing.