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Terms of Service

Note: This is an English translation of the original German Terms of Service (AGB). The German version is legally binding.

§ 1 Scope

(1) These Terms of Service (ToS) apply to all contracts for consulting and implementation services between Haven AI Solutions UG (haftungsbeschränkt), Reekamp 34, 22415 Hamburg, registered in the Commercial Register of the District Court Hamburg under HRB 192856 (the "Contractor") and the customer (the "Customer").

(2) The Contractor's services are directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), at legal entities under public law and at special funds under public law. Use by consumers is excluded. On entering into the contract, the Customer confirms that it does so in the course of its commercial or independent professional activity.

(3) Deviating, conflicting or supplementary terms and conditions of the Customer do not become part of the contract unless the Contractor expressly agrees to their application in text form. This applies even if the Contractor does not separately object to them or performs without reservation in the knowledge of conflicting terms of the Customer.

(4) These ToS apply in the dated version agreed at the time of contract conclusion. That version is attached to the offer as an annex.

§ 2 Conclusion of Contract and Contract Documents

(1) The presentation of services on the Contractor's website does not constitute a binding offer.

(2) The contract is concluded by an offer from the Contractor and its acceptance by the Customer. Unless stated otherwise, the Contractor's offers are binding for 30 days from the date of the offer. Acceptance requires text form.

(3) The specific scope of services results from the respective offer or statement of work (the "Statement of Work"). The Statement of Work describes in particular the services to be provided, the Customer's cooperation obligations, the schedule and the remuneration.

(4) The contract consists of:

  • the Statement of Work,
  • these ToS in the agreed version,
  • where applicable, a data processing agreement under Art. 28 GDPR,
  • where applicable, further annexes designated as part of the contract.

(5) In the event of conflict, the above order applies; the Statement of Work takes precedence. Individual agreements between the parties always take precedence over these ToS (§ 305b BGB).

§ 3 Subject of Services

(1) The Contractor provides consulting and implementation services in the field of artificial intelligence and data processing. The Contractor operates no platform, no software service and no infrastructure permanently provided to the Customer.

(2) Whether the Contractor owes a specific work product (Werkvertrag, §§ 631 et seq. BGB) or the performance of services according to professional standards (Dienstvertrag, §§ 611 et seq. BGB) results from the respective Statement of Work. Where the Statement of Work contains no provision on this and the purpose of the contract cannot clearly be directed at an acceptable work product, the Contractor owes diligent performance, not a specific result.

(3) The Contractor provides the services in accordance with the generally recognised state of the art at the time of performance.

(4) Results generated using AI systems may contain inaccuracies or errors inherent in the way such systems function. Where the Statement of Work provides for the delivery of such results, the Contractor draws attention to this separately in the Statement of Work and agrees suitable review and acceptance criteria with the Customer.

(5) The Contractor provides no legal services within the meaning of § 2 RDG (German Legal Services Act). Legal assessments, in particular concerning the classification of AI systems under Regulation (EU) 2024/1689, are made solely as a technical appraisal and do not replace legal advice.

§ 4 Performance and Personnel

(1) The Contractor is entitled to use employees and third parties (subcontractors) to perform the services. § 613 sentence 1 BGB and § 664(1) sentence 1 BGB do not apply. The Contractor remains responsible for the performance of the persons it engages.

(2) Where the Statement of Work names individuals, the Contractor is entitled to replace them with equally qualified persons. It informs the Customer of this without undue delay in text form.

(3) The persons engaged by the Contractor are subject exclusively to the Contractor's instructions. They are not integrated into the Customer's work organisation. Technical coordination takes place through the contact persons named in the Statement of Work. The provision of temporary agency workers is not the subject of the contract.

(4) Where the Contractor engages third-party services in the course of performance that involve the processing of the Customer's personal data, the provisions of the data processing agreement (§ 15) take precedence.

§ 5 Customer Cooperation

(1) The Customer provides the cooperation required for performance in good time, completely and free of charge. The individual cooperation obligations owed, the responsible party and the deadlines result from the Statement of Work.

(2) Unless the Statement of Work provides otherwise, cooperation includes in particular:

  • naming a contact person authorised to take decisions,
  • the timely provision of information, data, test data, system access, test environments, licences and premises,
  • the timely review of interim results and the taking of necessary decisions and approvals,
  • cooperation in defining test cases and acceptance criteria.

(3) The Customer ensures and warrants that it holds all rights in the data, materials and content it provides that are required for their contractual use by the Contractor. This includes in particular copyright and database usage rights, the absence of conflicting reservations of use in machine-readable form within the meaning of § 44b(3) UrhG, the protection of third parties' trade secrets, and the existence of a data protection legal basis for the agreed processing purpose.

(4) If the Customer fails to provide cooperation in good time, the Contractor requests performance in text form, setting a reasonable deadline. Agreed dates are postponed by the period of the delay plus a reasonable period for resuming work. The Customer reimburses additional effort incurred by the Contractor as a result of the delay at the rates agreed in the Statement of Work. The Contractor's statutory rights, in particular under §§ 642, 643, 645 BGB, remain unaffected.

(5) Where a defect or the failure of a service is due to incorrect, incomplete or unlawfully provided data or materials of the Customer, or to an instruction of the Customer, the Contractor is not liable, provided that it notified the Customer in text form of a defect recognisable to it and the Customer nevertheless maintained the specification.

§ 6 Dates and Deadlines

(1) Dates and deadlines are binding only where expressly designated as binding in the Statement of Work.

(2) Binding dates presuppose the timely provision of the Customer's cooperation.

§ 7 Changes to the Scope of Services

(1) Either party may propose changes to the agreed scope of services in text form.

(2) The Contractor reviews the change request and informs the Customer of its effects on remuneration, dates and service content. The effort required for this review is to be remunerated unless it is insignificant; the Contractor gives prior notice of this.

(3) Changes become part of the contract only upon mutual agreement in text form. Until then, the Contractor continues work on the basis of the existing scope of services.

§ 8 Acceptance

(1) Where the Contractor owes a work product under the Statement of Work, the Customer must accept it. The Contractor gives notice of completion in text form.

(2) The Customer reviews the work product against the acceptance criteria agreed in the Statement of Work and declares acceptance within twelve working days of receipt of the notice of completion in text form, or refuses acceptance stating at least one defect. If the Customer does not respond within that period, the work product is deemed accepted (§ 640(2) BGB). The Contractor draws the Customer's attention to this legal consequence in the notice of completion.

(3) Acceptance may not be refused on account of insignificant defects.

(4) Partial services designated in the Statement of Work as subject to separate acceptance are accepted separately.

(5) Acceptance is documented in text form. Known defects must be reserved at that point (§ 640(3) BGB).

§ 9 Remuneration and Payment

(1) Remuneration results from the Statement of Work. All prices are exclusive of statutory VAT at the applicable rate.

(2) For work products, the Contractor may demand instalment payments corresponding to the value of the services rendered and owed in each case (§ 632a BGB). It invoices these monthly in arrears and attaches a statement enabling a rapid and reliable assessment of the services rendered. Instalment payments are provisional; final settlement takes place with the final invoice.

(3) For services (Dienstleistungen), remuneration is invoiced monthly in arrears (§ 614 BGB).

(4) Invoices are due for payment without deduction within 14 days of receipt.

(5) In the event of default in payment, the Contractor is entitled to charge default interest at nine percentage points above the base rate (§ 288(2) BGB). The assertion of further damages and the statutory claims under § 288(5) BGB and §§ 352, 353 HGB remain unaffected.

(6) Travel costs and other project-related expenses are reimbursed at the rates agreed in the Statement of Work. The Contractor agrees travel not provided for in the Statement of Work with the Customer in advance.

(7) The Contractor issues invoices electronically. The Customer ensures that it can receive electronic invoices in a format meeting statutory requirements.

§ 10 Suspension of Performance in the Event of Default

If the Customer is in default with a due and not merely insignificant payment, the Contractor may suspend further performance until payment is received, following a prior reminder, the setting of a reasonable grace period and notice in text form. Agreed dates are postponed accordingly. Claims to remuneration for services already rendered remain unaffected. The Contractor's statutory rights, in particular under §§ 273, 320 and 321 BGB, remain unaffected.

§ 11 Defect Claims

(1) Where the Contractor owes a work product, the statutory defect rights under §§ 633 et seq. BGB apply, subject to the following.

(2) Defects must be notified in text form and described such that they can be reproduced; stating the symptoms is sufficient.

(3) The Contractor remedies defects within a reasonable period. The choice between remedying the defect and producing a new work product rests with the Contractor (§ 635(1) BGB).

(4) There is no defect where the deviation is attributable to circumstances within the Customer's sphere of responsibility, in particular the circumstances set out in § 5(5).

(5) Where the Contractor owes the performance of services (Dienstvertrag), no defect claims arise; the general provisions apply.

§ 12 Liability

(1) The Contractor is liable without limitation:

  • for intent and gross negligence,
  • for damages arising from injury to life, body or health,
  • for fraudulent concealment of a defect,
  • upon assumption of a guarantee or a procurement risk,
  • under the Product Liability Act.

(2) In the event of slightly negligent breach of a material contractual obligation, liability is limited to the foreseeable damage typical of the contract at the time of its conclusion. Material contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely.

(3) Otherwise, liability for slight negligence is excluded.

(4) For loss of data, the Contractor is liable in cases of slight negligence only up to the effort that would have been required for restoration had the Customer maintained proper and regular data backups. The Customer is responsible for regularly backing up its data.

(5) The above limitations of liability also apply in favour of the Contractor's legal representatives, employees and vicarious agents.

§ 13 Limitation Period

(1) The Customer's defect claims become time-barred after twelve months. For work products, the period begins on acceptance.

(2) Paragraph 1 does not apply to claims:

  • based on intent (§ 202(1) BGB) or gross negligence,
  • arising from injury to life, body or health,
  • arising from fraudulent concealment of a defect (§ 634a(3) BGB),
  • arising from a guarantee,
  • under the Product Liability Act.

The statutory limitation periods apply to those claims.

§ 14 Rights of Use

(1) The Customer retains all rights in the data, materials and content it provides. The Contractor may use them solely to perform the contract.

(2) The Contractor grants the Customer an exclusive right of use in the work products created under the contract, unlimited in territory and time, for all types of use designated in the Statement of Work. The right of use includes the right of reproduction, distribution, making available to the public, and modification and adaptation (§ 23 UrhG, § 69c no. 2 UrhG), and is transferable and sub-licensable. The Contractor remains entitled to use the work products for its own internal purposes.

(3) The grant of rights under paragraph 2 is subject to the condition precedent of full payment of the remuneration attributable to the service concerned. Until then, the Contractor grants the Customer a simple, non-transferable right of use for contractual purposes.

(4) In respect of methods, procedures, tools, libraries and other components that the Contractor developed before or independently of the contract and that are incorporated into the work products (background know-how), the Customer receives a simple, non-exclusive, non-transferable right of use to the extent required for the contractual use of the work products. The Contractor identifies such components in the Statement of Work.

(5) Where use of the work products requires third-party rights, in particular open source licences, the Contractor draws attention to this in the Statement of Work.

(6) The provision of source code requires an express agreement in the Statement of Work.

(7) The Contractor does not use the Customer's data to train, improve or fine-tune its own or third parties' AI models. Any deviating use requires a separate, express agreement.

§ 15 Confidentiality and Data Protection

(1) The parties treat as confidential all information made available to them in the course of the contractual relationship that is marked as confidential or whose confidentiality follows from the circumstances. This includes in particular trade and business secrets, datasets, model parameters, training and evaluation data, source code, configurations, and prices and calculations.

(2) The receiving party takes reasonable confidentiality measures within the meaning of § 2 no. 1(b) GeschGehG (German Trade Secrets Act). It discloses confidential information only to persons who need it to perform the contract and who are bound accordingly.

(3) Reverse engineering of work products provided is permitted only with the Contractor's prior consent. § 69e UrhG remains unaffected.

(4) The confidentiality obligation does not apply to information that:

  • is or becomes publicly known without fault of the receiving party,
  • was demonstrably already known to the receiving party,
  • was lawfully communicated by third parties without an obligation of confidentiality,
  • must be disclosed due to a statutory obligation or official order; the disclosing party informs the other party in advance where legally permissible.

(5) The obligation continues for three years after termination of the contractual relationship. For trade secrets it applies for as long as the statutory conditions of § 2 no. 1 GeschGehG are met.

(6) Where the Contractor processes personal data on the Customer's behalf in the course of an engagement, the parties conclude an agreement under Art. 28 GDPR before processing begins. That agreement takes precedence over these ToS in matters of data protection.

§ 16 Reference to the Customer

(1) After completion of an engagement, the Contractor may name the Customer by its company name in a reference list.

(2) Use of the Customer's signs or logos, publication of project content, and case studies and quotes require the Customer's prior consent in text form.

(3) The Customer may object to being named as a reference at any time, without formality. The Contractor then discontinues the reference within a reasonable period.

(4) § 15 remains unaffected.

§ 17 Term and Termination

(1) The term results from the Statement of Work. Where a Statement of Work is directed at the provision of a specific service, it ends upon that service being fully provided and accepted.

(2) The right of both parties to terminate for good cause remains unaffected. Good cause exists for the Contractor in particular where the Customer is in default of payment despite a reminder and the setting of a reasonable grace period, and in the event of repeated breach of cooperation obligations.

(3) Statutory termination rights, in particular under §§ 627, 643, 648 and 648a BGB, remain unaffected.

(4) If the Customer terminates a Statement of Work directed at a work product without good cause attributable to the Contractor, the Contractor retains the claim to the agreed remuneration; it must allow to be credited what it saves in expenses as a result of the termination or acquires, or maliciously fails to acquire, through other use of its labour (§ 648 sentence 2 BGB). The Customer reserves the right to prove that the Contractor is entitled to a lower amount or to none.

(5) At the request of either party, the parties jointly determine the status of performance following a termination.

(6) Terminations require text form.

(7) After termination, each party returns or deletes the confidential documents and data provided to it; statutory retention obligations remain unaffected. The provisions on confidentiality, rights of use, liability and limitation periods continue to apply.

§ 18 Force Majeure

(1) Where a party is prevented from performing its obligations by force majeure, it is released from its obligation to perform for the duration of the impediment and a reasonable period thereafter. Agreed dates are postponed accordingly.

(2) Force majeure means unforeseeable events outside the affected party's sphere of influence that cannot be averted even with the utmost reasonable care, in particular natural disasters, war, civil unrest, strikes, epidemics, official measures, and prolonged large-scale failures of the electricity or telecommunications supply.

(3) The affected party informs the other party without undue delay in text form of the occurrence and the end of the force majeure event.

(4) If the impediment lasts longer than three months, either party may terminate the affected Statement of Work in text form. Services already rendered are to be remunerated.

(5) Default in payment by the Customer does not constitute force majeure.

§ 19 Changes to These ToS

The Contractor may amend these ToS for the future. Amended versions apply exclusively to Statements of Work concluded after they take effect. For Statements of Work already concluded, the version agreed at the time of their conclusion continues to apply. Changes to ongoing contracts require an agreement between both parties in text form.

§ 20 Final Provisions

(1) Amendments and additions to the contract require text form. Individual agreements between the parties remain unaffected (§ 305b BGB).

(2) The Customer may set off only against undisputed claims, claims established by final court decision, or claims arising from the same contractual relationship. The Customer has a right of retention only in respect of claims arising from the same contractual relationship. § 320 BGB remains unaffected.

(3) The Customer may transfer claims to the Contractor's services to third parties only with the Contractor's prior consent in text form. § 354a HGB remains unaffected.

(4) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(5) The place of performance is the Contractor's registered office.

(6) To the extent legally permissible, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Contractor's registered office. The Contractor is also entitled to bring proceedings at the Customer's general place of jurisdiction.

(7) Should any provision of these ToS be or become invalid, the validity of the remaining provisions remains unaffected.

Status: August 2026 · Version 2026-08