General Terms and Conditions

§ 1 Scope

(1) These General Terms and Conditions (hereinafter „T&C“) apply to all services provided by egatti engineering (hereinafter „Contractor“) to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (hereinafter „Client“).

(2) Conflicting or deviating conditions of the Client are not recognised unless the Contractor has expressly agreed to their validity in writing.

(3) Services to consumers within the meaning of § 13 BGB are not provided.

§ 2 Conclusion of contract, scope of services

(1) Offers made by the Contractor are non-binding. A contract is only formed upon written order confirmation or the commencement of service provision.

(2) The subject matter of the contract is the engineering, consulting and engineering services described in the offer or order confirmation (e.g. automation, industrial IoT, electrical engineering, pre-studies, functional safety, AI applications).

(3) The Contractor owes professional and proper provision of the agreed service, but not a specific economic result, unless a work contract has been expressly agreed.

§ 3 Client's duties to cooperate

(1) The Client provides the Contractor in good time and free of charge with all information, documents, access rights and contacts required for the provision of services.

(2) The Client nominates a technically competent and authorised contact person.

(3) Delays caused by insufficient cooperation are not at the Contractor's expense; additional effort is charged according to actual time spent.

§ 4 Remuneration, payment

(1) Unless otherwise agreed, remuneration is based on time spent at the agreed daily rates.

(2) Travel time, travel costs and expenses are billed separately on the basis of actual cost.

(3) All prices are net of applicable VAT.

(4) Invoices are due for payment without deduction within 14 days of the invoice date. In the event of late payment, the statutory provisions apply.

§ 5 Delivery and service time

(1) Dates and deadlines are only binding if they have been expressly confirmed as binding in writing by the Contractor.

(2) Events of force majeure, official measures, strikes, illness, technical outages at the Client or third parties extend agreed deadlines accordingly.

§ 6 Rights of use, work results

(1) The Client receives, upon full payment, a simple, non-transferable right to use the work results produced by the Contractor (reports, concepts, plans, scripts, prompts, agent configurations) for the agreed purpose.

(2) The Contractor reserves the right to use generally applicable methods, templates, prompt patterns and tools developed during the project for other engagements, provided no confidential information of the Client is disclosed.

(3) Passing on work results to third parties requires the prior written consent of the Contractor.

§ 7 Liability

(1) The Contractor is liable without limitation for intent and gross negligence as well as for damage resulting from injury to life, body or health.

(2) For slight negligence, the Contractor is only liable for breach of a material contractual obligation (cardinal obligation) and limited to damages foreseeable at the time of conclusion of the contract and typical for the contract.

(3) Liability for indirect damages, consequential damages and lost profits is excluded to the extent permitted by law.

(4) The liability cap corresponds to the sum insured under the professional or business liability insurance in place. Details are available on request.

§ 8 AI applications and automatically generated content

(1) Where AI-assisted tools (e.g. Claude, ChatGPT or AI agents) are used within the scope of the service, the Contractor points out that results of such systems may contain technical errors.

(2) Automatically generated texts, analyses and drafts are always reviewed by the Contractor or the Client before forming the basis of decisions.

(3) The Client ensures that no data requiring special protection (e.g. personal data under GDPR, trade secrets, safety-relevant documents) is fed into AI systems without prior approval.

§ 9 Confidentiality, data protection

(1) The parties undertake to keep confidential all confidential information of the other party that comes to their knowledge during the cooperation and not to disclose it to third parties.

(2) The obligation of confidentiality continues to apply beyond termination of the contract.

(3) Personal data is processed in accordance with the privacy policy. A data processing agreement (DPA) will be concluded at the Client's request where required.

§ 10 Termination

(1) Service contracts may be terminated by either party with 30 days' notice to the end of the month, unless otherwise agreed.

(2) The right to extraordinary termination for good cause remains unaffected.

(3) Notices of termination must be in text form.

§ 11 Final provisions

(1) The law of the Federal Republic of Germany applies exclusively, under exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is, to the extent permitted by law, the Contractor's registered office.

(3) Amendments and supplements to these T&C must be made in text form. This also applies to the amendment of this form requirement.

(4) Should individual provisions of these T&C be or become invalid, the validity of the remaining provisions shall remain unaffected.