General Terms & Conditions

Note: This English version is provided for informational purposes only. The legally binding version is the German original. Where this translation conflicts with the German version, the German version prevails.

These General Terms and Conditions (hereinafter "T&C") apply to all contracts between Paul-Jendrik Daum, operating under the business name "KernBoost" (hereinafter "Contractor" or "we") and the client (hereinafter "Customer" or "you").

§ 1 Scope, Definitions

1. These T&C apply to all contracts, deliveries, and services between Paul-Jendrik Daum, operating under the business name "KernBoost", postal address: c/o Postflex #7156, Emsdettener Str. 10, 48268 Greven, place of business: Mülheim an der Ruhr, email: info@kernboost.de, phone: +49 178 6792254 (hereinafter "Contractor" or "we") and the client (hereinafter "Customer" or "you").
2. These T&C apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, and special funds under public law. No contracts are concluded with consumers within the meaning of § 13 BGB.
3. These T&C apply exclusively. Conflicting, deviating, or supplementary terms of the Customer shall not become part of the contract unless we have expressly agreed to their validity in writing. This also applies if we provide services without reservation in knowledge of the Customer's conflicting terms.
4. Individual agreements made with the Customer in individual cases (including side agreements, amendments, and changes) shall in any case take precedence over these T&C. A written contract or written confirmation shall be decisive for the content of such agreements.
5. These T&C, in their respective valid version, shall also apply to future business with the same Customer without us having to refer to this in each individual case.

§ 2 Subject Matter of Services, Service Delivery

1. We provide services in the field of business process automation. Our range of services includes in particular:
   • Consulting and strategy for the automation of business processes
   • Conception, implementation, and integration of automation solutions, including the use of workflow- and AI-based systems
   • Ongoing operation, maintenance, and support of existing automations
   • Training and knowledge transfer on automation technologies
2. The specific scope of services is determined exclusively by the respective individual offer, order confirmation, or separate service description. Advertising statements, product descriptions on the website, demonstrations, and other public statements do not constitute quality specifications or guarantees.
3. Consulting, training, and support services are provided as services within the meaning of §§ 611 et seq. BGB. No specific outcome is owed, only professional activity in accordance with generally accepted rules of technology.
4. Implementation and development services are generally provided under contract for work rules (§§ 631 et seq. BGB), provided that the individual contract clearly establishes the obligation to produce a specific, acceptance-ready work product. If, however, billing is based on time and materials (e.g. hourly rate), or no specifically defined work outcome has been agreed, it is a service contract.
5. We are entitled to use subcontractors and third-party service providers (e.g. hosting providers, AI services, workflow platforms such as Make, n8n, Zapier, and comparable providers) to fulfil our services. Data protection requirements remain unaffected and are governed by a separate data processing agreement.
6. Stated service and delivery dates are non-binding unless they have been expressly agreed in writing as binding. Binding dates are subject to the Customer's timely and proper fulfilment of their cooperation obligations (§ 5).

§ 3 Conclusion of Contract, Contract Amendments

1. Our offers are non-binding unless expressly designated as binding. A contract is concluded through our written or electronic order confirmation, or through the commencement of service delivery.
2. Orders may be placed by the Customer in text form (e.g. email, electronic order form). Oral side agreements require confirmation in text form to be effective.
3. Change and extension requests by the Customer after contract conclusion (Change Requests) will be implemented, where technically and organisationally feasible, by separate written agreement. We are entitled to demand a reasonable adjustment of the remuneration and dates for this.

§ 4 Prices, Payment Terms, Default

1. All prices are in Euros. We make use of the small business regulation under § 19 UStG (German VAT Act) and therefore do not show VAT. Should our VAT situation change during an ongoing contractual relationship, we are entitled to charge the statutory VAT in addition to the agreed net prices.
2. Remuneration is paid, at the parties' choice and as agreed in the individual order, under the following models:
   • Fixed price: Lump-sum remuneration for a clearly defined scope of services
   • Time and materials: Billing based on actual time spent at agreed hourly rates
   • Retainer: Monthly lump-sum remuneration for ongoing services with a defined hour contingent
3. Expenses arising from additional services initiated by the Customer or for which the Customer is responsible (e.g. extra work due to delayed or faulty input, short-term change requests, travel expenses) will be billed separately on a time-and-materials basis.
4. Unless otherwise agreed, invoices are payable within 14 days of the invoice date without deduction. For contracts for work with an order volume exceeding €5,000 net, we are entitled to demand an advance payment of up to 50% upon order placement, as well as partial payments according to project progress.
5. For retainer and maintenance contracts, the monthly remuneration is due in advance on the 1st business day of the month.
6. In the event of default, we are entitled to claim default interest at the statutory rate (§ 288 BGB, currently 9 percentage points above the base interest rate) as well as a default cost lump sum of €40.00 (§ 288 (5) BGB). The right to claim further damages from default is reserved.
7. In the event of default exceeding 14 days, we are entitled to withhold further services and, after unsuccessful reminder with a reasonable grace period, to terminate the contract for cause without the Customer being entitled to any claims as a result.
8. The Customer may only offset against undisputed or legally established claims. The Customer has a right of retention only insofar as it is based on the same contractual relationship.
9. We reserve the right to adjust the agreed prices in continuing obligations (in particular retainers) once per calendar year, but at the earliest 12 months after contract conclusion, with 8 weeks' notice to the end of the quarter. The price adjustment shall be made at most to the extent to which the Consumer Price Index (CPI, base year 2020 = 100) published by the German Federal Statistical Office has changed since the last price adjustment or since contract conclusion. In the case of a price increase of more than 10% compared to the level at contract conclusion, the Customer has a special right of termination effective on the date the price adjustment takes effect.

§ 5 Customer's Cooperation Obligations

1. The success of our services depends significantly on the Customer's cooperation. The Customer undertakes to perform all cooperation actions necessary for service delivery in a timely, complete manner and at the required quality. The cooperation obligations are real contractual duties, not mere obligations.
2. Cooperation obligations include in particular:
   • Designation of a binding, professionally and decisively authorised contact person as well as a deputy
   • Timely and complete provision of all information, data, access rights, credentials, API keys, permissions, and licences required for service delivery
   • Ensuring the technical prerequisites in the Customer's IT environment (e.g. functioning internet connection, compatible software, sufficient resources)
   • Review and approval of interim and final results within a reasonable period, usually within 10 business days of provision
   • Implementation of necessary organisational measures within the Customer's own company, including informing and where appropriate involving their own employees
   • Creation and proper maintenance of data backups before and during service delivery, in particular before interventions in productive systems
   • Obtaining all necessary approvals and consents, in particular data protection consents, from data subjects or third parties
3. If the Customer breaches their cooperation obligations, we are entitled to:
   • charge the additional costs incurred (in particular waiting times, downtime, additional work) at our then-current hourly rates
   • postpone agreed deadlines reasonably without thereby being in default
   • terminate the contract for cause after unsuccessful setting of a grace period with refusal warning, whereby the remuneration claim for services already rendered remains unaffected
   • claim damages under statutory provisions
4. If the Customer provides incorrect or incomplete information, data, or specifications, we assume no liability for resulting delays, defects, or damages. We are only required to independently verify the information provided by the Customer to the extent expressly agreed.

§ 6 Acceptance for Work Performances

1. To the extent that the services to be provided contain work-contract elements and acceptance is required under statutory provisions, the Customer shall inspect the acceptable performance without delay after provision and accept it in writing or in text form.
2. Acceptance may only be refused due to material defects. Immaterial defects that do not affect functionality do not entitle refusal of acceptance; they shall be documented in a defect protocol and remedied under the warranty.
3. The performance shall be deemed accepted if:
   • the Customer uses the performance productively or does not declare acceptance within 10 business days of provision without complaining of material defects, or
   • we have called upon the Customer to accept after provision while pointing out the significance of their conduct, and the Customer has not refused acceptance within 10 business days stating material defects.
4. Partial acceptances are permissible insofar as services are provided in independently usable parts.

§ 7 Warranty, Defect Rights

1. For work performances, we warrant for 12 months from acceptance that the performance has the contractually agreed quality. The statutory limitation periods for claims based on intentional or grossly negligent breach of duty, in cases of injury to life, body, or health, and in cases of fraudulently concealed defects remain unaffected.
2. In the event of a defect, we are entitled, at our choice, to subsequent performance through repair or replacement. If subsequent performance fails despite two attempts, is impossible, or we seriously and finally refuse it, the Customer may demand a reduction in remuneration or withdraw from the contract. Damage claims exist according to § 8 (Liability).
3. Defects must be reported in comprehensible form in writing or in text form without delay after discovery. For entrepreneurs with merchant status under the HGB (German Commercial Code), the duty to inspect and notify under § 377 HGB additionally applies.
4. No defect exists in the case of:
   • Deviations based on information, data, or specifications provided by the Customer
   • Malfunctions based on subsequent, unauthorised changes to the system or improper operation
   • Disruptions or failures of external services provided by third parties (e.g. APIs, cloud platforms, AI services), insofar as these are outside our area of responsibility
   • Content errors or unexpected results from AI-based components, provided the Customer has taken note of the associated notices under § 9
5. For pure services (consulting, training, support), the above warranty provisions do not apply. In this respect, we owe only professional activity in accordance with generally accepted rules of technology. Customer claims are governed exclusively by § 8 (Liability).

§ 8 Liability

1. We have unlimited liability:
   • for intent and gross negligence
   • for damage from injury to life, body, or health
   • under the provisions of the Product Liability Act
   • to the extent of a guarantee we have given
   • for fraudulent concealment of a defect
2. In cases of slight negligence in breaching material contractual obligations (so-called cardinal obligations), our liability is limited in amount to the foreseeable, contract-typical damage at the time of contract conclusion. Material contractual obligations are those obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely.
3. Otherwise, our liability for slight negligence is excluded.
4. To the extent our liability is limited under paragraph 2, it is limited in amount to the higher of the following: (a) the amount of the agreed net remuneration of the affected individual order, or in the case of continuing obligations the average net remuneration of the last 12 months before the damage occurred, or (b) €25,000 per damage event.
5. Liability for indirect damages, consequential damages, and lost profits is excluded — except in the cases of paragraph 1.
6. We are not liable for the loss of data to the extent the damage is based on the Customer having failed to perform data backups to an industry-standard extent, thereby ensuring that lost data can be restored with reasonable effort.
7. The above liability limitations also apply for the benefit of our legal representatives, vicarious agents, and employed subcontractors.
8. A reversal of the burden of proof to the Customer's detriment is not connected with the above provisions.

§ 9 Use of Artificial Intelligence (AI), Automated Processing

1. As part of service delivery, we use AI-based tools and systems (in particular Large Language Models and comparable generative AI systems) as well as workflow automation platforms. The Customer agrees to the use of such technologies.
2. The Customer acknowledges that:
   • AI systems operate probabilistically and identical inputs may produce different results
   • AI-generated results may be faulty, incomplete, outdated, or ambiguous (so-called "hallucinations")
   • AI results need not be unique and similar or identical results may also occur for other users
   • Under current legal status, no copyright protection arises for purely AI-generated works (without sufficiently formative human creation)
   • The terms of use and data protection provisions of the respective providers generally apply to AI services, over which we have no influence
3. The Customer undertakes to check AI-generated results or those produced by automation for accuracy, completeness, and suitability before productive use, in particular where legal, financial, or security-relevant effects are possible. Liability for content errors of AI outputs is — to the extent legally permissible — excluded.
4. Insofar as personal data or confidential information of the Customer is processed by AI services, this is done only to the extent specified in the data processing agreement or individual order. Before transmitting sensitive data to us, the Customer is obliged to ensure compliance with their own data protection and contractual obligations.
5. To the extent statutory requirements (in particular Regulation (EU) 2024/1689 — AI Act) provide labelling or transparency obligations for AI-generated content, the Customer — insofar as they use the content vis-à-vis third parties — is themselves responsible for compliance.

§ 10 Rights of Use, Intellectual Property Rights

1. All intellectual property and copyright rights to the work results created by us (in particular concepts, documentation, workflows, configurations, scripts, and individually created code) remain with us.
2. Upon full payment of the agreed remuneration, we grant the Customer a simple (non-exclusive), unlimited in time and territory, non-transferable right of use to the work results created specifically for them, limited to the purpose of use provided in the contract within the Customer's own company.
3. The transfer of rights of use to third parties, sublicensing, or the granting of exclusive rights of use shall only take place on the basis of a separate written agreement and against separate remuneration.
4. We remain entitled to use and further develop the general know-how, generic program components, libraries, templates, methods, and solution approaches used and developed for service delivery also for other projects and customers.
5. To the extent open-source software or third-party components (e.g. libraries, APIs, SaaS services) are used in the course of service delivery, the respective licence and usage terms of these components and providers apply exclusively for their use. We will point out material conditions to the Customer upon request.
6. Regarding AI-generated content and code, reference is made to § 9. To the extent no copyright protection exists for such content, we cannot grant corresponding rights of use; however, the Customer may use this content within the agreed scope.
7. The Customer warrants that all content, data, and materials they provide are free from third-party rights and indemnifies us against any third-party claims for infringement of intellectual property rights arising from the use of the materials provided by the Customer.

§ 11 Data Protection, Confidentiality

1. Both parties undertake to comply with all relevant data protection provisions, in particular Regulation (EU) 2016/679 (GDPR) and the German Federal Data Protection Act (BDSG).
2. To the extent we process personal data on behalf of the Customer as part of service delivery (Art. 28 GDPR), the parties shall conclude a separate data processing agreement (DPA). The DPA is a component of the contract. Our general privacy policy applies in addition.
3. Both parties undertake to keep secret all confidential information of the other party (in particular business, technical, financial, and organisational information, trade secrets within the meaning of the GeschGehG/German Trade Secrets Act) that becomes known to them in the course of the contractual relationship, not to use it for purposes other than performance of the contract, and to make it accessible only to those employees and agents who need it for performance of the contract.
4. The duty of confidentiality continues for a period of three years after termination of the contractual relationship. It does not apply to information which demonstrably:
   • was already generally known at the time of communication or becomes public without breach of confidentiality
   • was lawfully known to the receiving party before communication and without any obligation of confidentiality
   • must be disclosed due to statutory provisions or judicial/official order
5. We are entitled to include the Customer in our reference list (mention of name and, where applicable, logo) after prior consent. Consent may be withdrawn at any time with effect for the future.

§ 12 Duration, Termination

1. One-off orders (e.g. consulting or implementation projects) end with the complete delivery of the agreed services.
2. Continuing obligations (in particular maintenance, support, and retainer contracts) are concluded, unless otherwise agreed, for an indefinite period and may be terminated by either party with four weeks' notice to the end of the month. The termination must be in text form.
3. The right of both parties to extraordinary termination for cause remains unaffected. Cause exists for us in particular in the case of:
   • Customer default with more than two consecutive monthly instalments or an amount equivalent to twice the monthly amount
   • significant or repeated breach of cooperation obligations despite warning with reasonable grace period
   • opening of insolvency proceedings over the Customer's assets or rejection due to lack of assets
4. For services structured as contracts for work, the Customer has the right to terminate under § 648 BGB; in this case, we may demand the agreed remuneration, but must allow ourselves to be credited with what we save in expenses as a result of the termination of the contract, or acquire or maliciously refrain from acquiring through other use of our labour.

§ 13 Final Provisions

1. The law of the Federal Republic of Germany applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance for all obligations arising from the contractual relationship is Mülheim an der Ruhr.
3. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is — to the extent that the Customer is a merchant within the meaning of the HGB, a legal entity under public law, or a special fund under public law — Mülheim an der Ruhr. We are, however, also entitled to sue the Customer at their general place of jurisdiction.
4. Changes and additions to these T&C or the contract must be in text form. This also applies to the cancellation of the text form requirement.
5. We are entitled to adapt these T&C with effect for the future, insofar as this becomes necessary to adapt them to changed statutory or supreme court requirements or to reflect changed business processes, and the adaptation does not unreasonably disadvantage the Customer. In the case of continuing obligations, changes will be communicated to the Customer at least six weeks before they take effect in text form. If the Customer does not object within four weeks of receiving the change notification, the changes shall be deemed approved; this consequence will be specifically pointed out in the notification. In the case of timely objection, we are entitled to terminate the contractual relationship with one month's notice to the end of the month.
6. Should individual provisions of these T&C be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by that valid and enforceable provision whose effect comes closest to the economic objective which the parties pursued with the invalid or unenforceable provision.

Contact for Questions About These T&C

Paul-Jendrik Daum (KernBoost)
Postal address: c/o Postflex #7156, Emsdettener Str. 10, 48268 Greven, Germany
Place of business: Mülheim an der Ruhr
Email: info@kernboost.de
Phone: +49 178 6792254