Terms & Conditions

§ 1 General Scope, Precedence of Custom Contracts

1.1 Scope of Application

These General Terms and Conditions of Business (hereinafter "Terms") govern all contractual relationships, proposals, order confirmations, and service provisions between Globeria Consulting GmbH (hereinafter "Contractor") and its commercial clients (hereinafter "Client"). Services include, but are not limited to: AI strategy consulting, AI agent integration, RAG system deployment, custom software development, cloud integration, and related technical advisory.

1.2 B2B Qualification

These Terms apply exclusively to business entities (Unternehmer) within the meaning of § 14 BGB, legal entities under public law, or special funds under public law.

1.3 Precedence of Custom Contracts

Where the parties enter into individual custom contracts, MSAs, SOWs, or SLAs, the specific terms agreed upon within those individual contracts shall take strict precedence over these Terms in the event of any conflict. These Terms apply supplementally to all custom service contracts unless explicitly excluded therein.

1.4 Exclusivity

Any conflicting, deviating, or supplementary terms of the Client shall only become part of the contract if the Contractor has expressly acknowledged and accepted their application in written form.

1.5 Future Transactions

These Terms, in their current valid version, shall serve as a framework agreement for all future business transactions with the Client, without requiring renewed reference in each individual case.

§ 2 Formation of Contract and Custom Agreements

2.1 Non-Binding Proposals

Proposals and cost estimates issued by the Contractor are non-binding and subject to change, unless explicitly designated as binding in written form or issued with a specific acceptance period.

2.2 Contract Formation

A legally binding contract is established upon the execution of an individual custom contract/SOW, receipt of a formal written order confirmation from the Contractor, payment confirmation of the initial invoice, or the active commencement of service performance.

2.3 Written Form Requirements

All amendments, modifications, side agreements, or additions to any contract must be rendered in text form (§ 126b BGB) to be legally valid.

2.4 Contractual Framework

The scope of the contractual relationship is exclusively determined by the executed individual custom service agreement, its appended SOWs, the Contractor's written order confirmation, and these Terms.

§ 3 Nature of Services & Contractual Classification

3.1 Classification as Service Contract

All contracts between the Contractor and the Client are strictly service contracts (Dienstvertrag) within the meaning of §§ 611 et seq. BGB. The Contractor owes professional, diligent provision of agreed services, but does not owe a specific outcome or work-contract result (Werkvertrag pursuant to §§ 631 et seq. BGB), unless expressly agreed otherwise in writing.

3.2 Service Portfolio

Services encompass AI transformation, custom AI solution engineering (including autonomous AI agents, RAG architectures, enterprise workflow automation), enterprise software engineering, code refactoring, system architecture, and technical advisory.

3.3 Specifications

Detailed operational scopes, functional goals, parameters, integration protocols, and project phases shall be governed by the respective custom service agreement or SOW executed for each individual project.

3.4 Subcontracting

The Contractor retains the right to engage qualified third-party subcontractors, specialists, or vicarious agents for the execution of contractual obligations, while remaining responsible for performance delivery.

§ 4 Client Obligations and Third-Party Dependencies

4.1 Duty of Cooperation

The Client agrees to provide all necessary assistance, accurate data sets, system credentials, API tokens, infrastructure access, and functional specifications in a timely and complete manner at its own expense.

4.2 Lead Contact

The Client shall designate a technically qualified Project Lead equipped with the decision-making authority required to facilitate project progress.

4.3 Effect of Client Delays

Delays caused by the Client's failure or incomplete fulfillment of cooperation obligations shall automatically extend performance schedules and milestones by an appropriate buffer. Any additional costs incurred will be billed at the standard rate.

4.4 Data Compliance

The Client guarantees that all data, materials, models, and infrastructure provided comply with applicable legal frameworks, including GDPR and intellectual property standards. The Client shall indemnify the Contractor against any third-party claims arising from a breach of this provision.

4.5 Third-Party Services

Services may rely upon third-party platforms including cloud hosting providers (e.g. AWS, Azure, GCP), LLM APIs (e.g. OpenAI, Anthropic, Google Cloud AI), SaaS platforms, and external APIs. The respective terms of those providers apply directly. The Contractor shall not be held liable for interruptions, API deprecations, rate limits, or pricing changes originating from third-party providers.

§ 5 Financial Terms, Payment & Non-Refundability Policy

5.1 Remuneration

Fees and billing structures (e.g. Time & Materials, Fixed Fee milestones, or Recurring Retainers) shall be governed by the underlying individual custom contract or SOW.

5.2 Taxes

All quoted prices are net amounts and subject to the prevailing statutory Value Added Tax (VAT) at the time of invoicing.

5.3 Invoicing Frequency

Services will be invoiced monthly in arrears or upon reaching project milestones, as stipulated in the individual agreement.

5.4 Payment Terms

Invoices are due and payable in full, without deductions, within fourteen (14) calendar days from the invoice date, unless otherwise specified in writing.

5.5 Default Interest

In the event of payment default, the Contractor reserves the right to charge interest at the statutory commercial rate (§ 288 BGB) and to suspend ongoing services until all outstanding liabilities are settled.

5.6 Set-off & Retention

The Client shall only be entitled to offset counterclaims if such claims are uncontested or have been finally adjudicated by a court of law.

5.7 Non-Refundable Policy

Due to the custom, labor-intensive nature of services, all fees, advance payments, retainers, milestone payments, and settled invoices are strictly non-refundable. In the event of early termination, the Client shall not be entitled to a refund of any monies already paid. Any services rendered, billable hours accrued, or non-cancelable third-party commitments incurred up to the date of termination shall be billed immediately and are fully payable.

§ 6 Delivery & Service Execution

6.1 Milestones

Stated timelines and project milestones are estimated delivery schedules based on standard operational flows, unless explicitly designated as binding delivery deadlines in a written custom contract.

6.2 Service Review

For services where formal review procedures are agreed upon in writing, the Client is obligated to inspect delivered service components and declare confirmation within ten (10) business days following notification of delivery, or provide specific, documented feedback.

6.3 Deemed Confirmation

Deliverables shall be deemed confirmed if the Client does not provide written, detailed technical feedback within the 10-day period, or if the Client integrates the deliverable into productive operational use.

§ 7 Professional Standards, Warranty, and Liability

7.1 Quality Standard

The Contractor executes all services with professional care, adhering to modern software engineering standards, current technical frameworks, and contemporary state-of-the-art methods.

7.2 Warranty Framework

As all contracts under these Terms are legally structured as service contracts (Dienstvertrag), statutory work-contract warranty rights (Gewährleistung) do not apply. The Contractor owes professional performance of agreed tasks, but does not guarantee specific commercial returns or defect-free software under work-contract legal frameworks.

7.3 Unlimited Liability

The Contractor is liable without limitation for damages resulting from injury to life, body, or health, as well as for damages caused by intent or gross negligence, or under mandatory statutory rules such as the German Product Liability Act.

7.4 Limited Liability for Simple Negligence

For instances of simple negligence involving a breach of an essential contractual duty (Cardinal Obligation), the Contractor's liability shall be strictly limited to foreseeable, contract-typical, direct damages known at the time of contract execution.

7.5 Exclusion of Indirect Damage

Liability for simple negligence beyond Section 7.4, as well as liability for indirect damages, lost profits, data loss due to third-party downtime, or business interruption, is explicitly excluded to the maximum extent permitted by law.

7.6 Third-Party Platform Liability

The Contractor assumes no liability for damages arising from third-party software, third-party model changes, cloud provider server downtime, or third-party security vulnerabilities.

§ 8 Special Provisions for Artificial Intelligence (AI) Services

8.1 Probabilistic Nature & Hallucinations

The Client explicitly acknowledges that AI models, LLMs, and automated agents operate on probabilistic principles and may generate unexpected, inaccurate, or non-deterministic results (commonly referred to as "hallucinations" or model drift).

8.2 Human-in-the-Loop

The Client is solely responsible for implementing appropriate Human-in-the-Loop (HITL) processes and safety guardrails before using AI outputs in production or relying on them for critical decisions. The Contractor disclaims all liability for decisions based on unverified AI-generated outputs.

8.3 AI Training Data & IP Rights

Unless expressly agreed otherwise, the Contractor does not grant third-party AI model providers rights to train public models on the Client's proprietary data. Standard commercial privacy configurations (e.g. enterprise API keys with zero-data-retention options where available) will be implemented.

8.4 Compliance & AI Governance

The Client is responsible for ensuring that its intended use of AI solutions complies with applicable regulations, including the EU AI Act, sector-specific compliance rules, and relevant data protection legislation.

§ 9 Confidentiality & Data Protection

9.1 Non-Disclosure

Both parties commit to strictly preserving the confidentiality of all trade secrets, technical frameworks, source code, and commercial information disclosed during the collaboration. This obligation persists for five (5) years following the termination of the contract.

9.2 Data Protection & GDPR

Insofar as the Contractor processes personal data on behalf of the Client, the parties shall execute a separate Data Processing Agreement (DPA) pursuant to Article 28 GDPR prior to processing operations.

9.3 Security Measures

The Contractor implements modern Technical and Organizational Measures (TOMs) designed to ensure data integrity and safeguard confidential assets against unauthorized access.

§ 10 Intellectual Property and Usage Rights

10.1 Pre-existing IP

The Contractor retains all rights, title, and interest in its pre-existing IP, generic software frameworks, background libraries, algorithms, prompt architectures, and methodology templates developed prior to or independently of the project.

10.2 Grant of Rights

Subject to complete settlement of all due fees and invoices, the Contractor grants the Client a non-exclusive, worldwide, perpetual right to use the custom work results generated specifically for the Client, for its intended internal business purpose, or as stipulated in the individual agreement.

10.3 Exclusive Usage

Any grant of exclusive usage rights or transfer of full source code ownership requires an explicit, written agreement within the relevant custom service contract.

10.4 Developer Knowledge

The Contractor remains unrestricted in its right to utilize generic technical knowledge, tools, design patterns, and general AI techniques acquired during performance for other business operations.

10.5 Reference Rights

The Contractor reserves the right to list the Client as a corporate reference (including displaying the Client's logo) for marketing purposes, subject to the Client's prior written consent, which shall not be unreasonably withheld.

§ 11 Term, Termination & Pro-Rata Settlement

11.1 Project Execution Contracts

Service contracts executed for a specific project scope terminate automatically upon complete delivery of the agreed services and final invoice settlement.

11.2 Continuing Service Contracts

Master agreements or ongoing support retainers are entered into for an indefinite term and may be terminated by either party giving one (1) month's notice to the end of a calendar month, unless otherwise specified in the individual custom contract.

11.3 Termination for Cause

The right of either party to terminate for extraordinary good cause (wichtiger Grund) remains unaffected. Good cause for the Contractor includes, without limitation, payment default by the Client following a formal grace period notice.

11.4 Text Form Required

Any notice of termination must be served in text form (§ 126b BGB).

11.5 Pro-Rata Settlement upon Termination

In the event of premature contract termination, all services performed, billable hours accrued, and non-cancelable third-party expenses incurred up to the effective date of termination shall be calculated and invoiced immediately. For the avoidance of doubt, the effective date of termination shall be governed by the applicable notice period and does not coincide with the date on which the termination notice is received. All payments under this provision remain subject to the Non-Refundability Policy set forth in § 5.7.

§ 12 Governing Law, Arbitration, and Order of Precedence

12.1 Applicable Law

These Terms and all contracts between the parties shall be governed by the laws of the Federal Republic of Germany, excluding its conflict of law principles and the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2 Dispute Resolution

In the event of any conflict, claim, or controversy arising out of or in connection with these Terms, custom service contracts, or Statements of Work (SOWs), the parties shall first attempt in good faith to resolve the matter amicably through direct negotiations between their designated executive representatives.

If the dispute cannot be settled amicably following reasonable efforts, or upon formal written notice by either party declaring a failure of negotiations after exhausting preliminary legal remedies, the dispute shall be finally and exclusively settled by a competent arbitration tribunal in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS), to the exclusion of ordinary courts of law. The seat of arbitration shall be Magdeburg, Germany, and the proceedings shall be conducted in the English or German language. The arbitral award rendered shall be final, binding upon both parties, and enforceable in any competent court of law.

12.3 Severability Clause

Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall remain in full force. The invalid provision shall be replaced by a valid provision that reflects as closely as possible the economic purpose of the original.

12.4 Order of Precedence

In the event of conflict between contractual documents, the following order of precedence applies: (1) Master Services Agreement, (2) Specific Executed Custom Service Contract/SOW, (3) Data Processing Agreement (DPA), (4) These General Terms and Conditions (GTC).

§ 13 Amendments to Terms and Effective Date

13.1 Right of Modification

The Contractor reserves the right to unilaterally modify, amend, or update these Terms at any time with future effect to reflect legal, regulatory, technical, or business changes.

13.2 Applicable Version

For all contracts, custom service agreements, and individual orders, the version of these Terms in effect at the exact time of contract execution or order confirmation shall govern the transaction.

13.3 Availability

The current and valid version of these Terms is made available on the Contractor's official website or upon request.

Globeria Consulting GmbH, Olvenstedter Chaussee 104, 39130 Magdeburg, Germany. Commercial Register: Amtsgericht Stendal, HRB 34081.

Effective Date: April 4, 2024 (04.04.2024)

Last Modified Date: August 5, 2026 (05.08.2026)