Legal

General Terms and Conditions.

This English translation is provided for convenience only. In the event of any discrepancy between the German and the English version, the German version shall prevail.

Last updated: October 2026

§ 1 Scope

(1) These General Terms and Conditions (GTC) apply to all contracts, deliveries and other services provided by Finais Consulting UG (haftungsbeschränkt), Am Steinernen Stock 1, 60320 Frankfurt am Main, Germany, registered office: Bad Breisig (hereinafter "Contractor") to its customers (hereinafter "Client").

(2) These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. The Contractor does not enter into contracts with consumers (Section 13 BGB).

(3) These GTC, in their respective current version, also apply to future contracts with the Client without the need to refer to them again. Deviating, conflicting or supplementary terms of the Client shall only become part of the contract if the Contractor has expressly agreed to their validity in text form.

(4) Individual agreements made in a particular case take precedence over these GTC (Section 305b BGB). Subject to proof to the contrary, a contract or a confirmation by the Contractor in text form shall be authoritative for the content of such agreements.

§ 2 Subject matter of the contract

(1) The Contractor provides services in the fields of process automation, AI integration and software development. The nature, scope and timeframe of the services are set out in the respective offer or individual service description.

(2) AI-based services deliver results on the basis of statistical models. The Contractor does not owe any particular quality or accuracy of results unless this has been expressly agreed in the service description.

§ 3 Offer and conclusion of contract

Offers made by the Contractor are subject to change and non-binding unless expressly marked as binding. A contract is concluded upon the Contractor's order confirmation in text form or upon the actual commencement of performance.

§ 4 Remuneration and terms of payment

(1) The remuneration is based on the respective offer or the agreed price list. All prices are exclusive of statutory value added tax.

(2) Invoices are payable without deduction within 14 days of receipt unless agreed otherwise. In the event of default in payment, the statutory provisions apply, in particular Section 288 BGB.

(3) If the Client is in default with a payment due for more than 14 days after receipt of a reminder, the Contractor may suspend ongoing services after prior notice in text form until the outstanding amounts have been settled. Agreed dates shall be postponed accordingly.

§ 5 Client's obligations to cooperate

(1) The Client shall provide the Contractor with all information, data, access rights and documents required to carry out the project in good time, in full and free of charge. The Client shall appoint a permanent contact person who is authorised to take project-related decisions.

(2) If the Client fails to fulfil its obligations to cooperate, or fails to do so in good time, agreed dates and deadlines shall be extended appropriately. Demonstrable additional costs incurred by the Contractor as a result shall be borne by the Client to the extent that the Client is responsible for the delay.

§ 6 Acceptance

(1) Where work results (Werkleistungen) are owed or acceptance has been agreed, the Contractor shall notify completion and request the Client to accept. The Client shall inspect the service within 14 days of receipt of the request.

(2) The service shall be deemed accepted if, after completion, the Contractor has set the Client a reasonable deadline for acceptance and the Client has not refused acceptance within this deadline stating at least one defect (Section 640(2) BGB). Acceptance may not be refused on account of insignificant defects.

§ 7 Claims for defects

(1) In the event of defects, the Client is initially entitled to subsequent performance. If subsequent performance fails, as a rule after the second unsuccessful attempt, the Client may, at its option, reduce the remuneration or withdraw from the contract. Claims for damages are subject to § 8.

(2) The limitation period for claims for defects is 12 months from acceptance or delivery. This does not apply to claims for damages under § 8(1), to fraudulently concealed defects or where a guarantee has been given; in these cases the statutory periods apply.

(3) In the case of AI-based results, inaccuracies inherent in statistical models do not constitute a defect, provided that the underlying methodology corresponds to the recognised state of the art at the time the contract was concluded and no different quality has been agreed.

§ 8 Liability

(1) The Contractor shall be liable without limitation in cases of intent and gross negligence, for damage resulting from injury to life, body or health, under the German Product Liability Act (ProdHaftG) and to the extent of any guarantee given.

(2) In cases of slight negligence, the Contractor shall only be 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 observance the Client may regularly rely (cardinal obligation). In this case, liability is limited to the damage that was foreseeable and typical for this type of contract at the time the contract was concluded.

(3) Otherwise, liability for slight negligence is excluded. Within the scope of paragraphs 1 and 2, the Contractor shall only be liable for loss of data in the amount of the effort that would have been required for restoration had the Client backed up its data properly and appropriately to the risk.

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

§ 9 Confidentiality and data protection

(1) Both parties undertake to treat all confidential information of the other party obtained in the course of their cooperation as confidential, to use it only for the purposes of performing the contract and not to disclose it to third parties without prior consent in text form. This does not apply to information that is publicly known or becomes known without breach of this obligation, or to disclosures required by law or by order of an authority. This obligation continues to apply after the end of the contractual relationship.

(2) Insofar as the Contractor processes personal data on behalf of the Client in the course of providing its services, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR in advance.

§ 10 Rights of use

(1) Upon full payment of the respective remuneration, the Contractor grants the Client a non-exclusive right, unlimited in time and territory, to use the work results owed under the contract for its own purposes, unless otherwise agreed in the individual case.

(2) Pre-existing rights of the Contractor, in particular to frameworks, libraries and reusable components, remain with the Contractor. Insofar as they form part of the work results, the Client receives a non-exclusive right of use to them to the extent set out in paragraph 1. Open source components are subject to their respective licence terms.

§ 11 Term and termination

(1) Unless otherwise agreed, continuing obligations may be terminated by either party with ordinary notice of 30 days to the end of a month. The right to extraordinary termination for good cause remains unaffected. Notices of termination must be given in text form.

(2) In the event of termination, services rendered up to that point shall be remunerated. Statutory claims of the Contractor to remuneration, in particular under Section 648 BGB, remain unaffected.

§ 12 Amendments to these GTC

(1) The Contractor may amend these GTC for existing continuing obligations with effect for the future insofar as this is necessary due to changes in legislation, case law or technical conditions and the Client is not unreasonably disadvantaged as a result. The agreed main performance obligations and the remuneration are excluded from this right of amendment.

(2) Amendments shall be communicated to the Client in text form at least six weeks before they take effect. If the Client does not object in text form within this period, the amendments shall be deemed accepted. The Contractor will specifically point out the objection period and this consequence in the notification. If the Client objects, the previous GTC shall continue to apply.

§ 13 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 exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Frankfurt am Main. The Contractor is also entitled to bring an action at the Client's general place of jurisdiction.

(3) Amendments and additions to the contract must be made in text form unless Section 305b BGB provides otherwise.

(4) Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the statutory provisions (Section 306(2) BGB).