§ 1 Scope, Provider, and Services
(1) These General Terms and Conditions (hereinafter referred to as “AGB”) apply to all contracts concluded between Ainovate GmbH, Große Seestraße 44, 60486 Frankfurt am Main (hereinafter referred to as “Ainovate” or “Provider”) and the customer. By entering into a contract, the customer acknowledges and accepts these AGB, regardless of whether they actually take note of them. The AGB take precedence over any terms and conditions of the customer. Contrary terms and conditions of the customer do not become part of the contract, even without explicit objection, unless the provider expressly agrees to them in writing on a case-by-case basis.
(2) The AGB in effect at the time of contract conclusion shall apply.
(3) Amendments or modifications to the AGB require written form in order to be legally effective according to § 126b of the German Civil Code (Bürgerliches Gesetzbuch, BGB).
(4) The customer confirms that they are fully legally competent or have the consent of their legal representative at the time of contract conclusion.
(5) For the sake of better readability, the simultaneous use of masculine, feminine, and diverse language forms is dispensed with. The use of the word “customer” nevertheless applies to all genders.
(6) The contract language is German.
(7) The services offered by us include, in particular, the delivery of codes and consulting in the areas of data science, statistics, machine learning, and artificial intelligence, assistance in the creation of academic papers, texts, and research in general, as well as software development and course offerings for further education in the field of natural sciences and programming (hereinafter referred to as the “Services”).
§ 2 Conclusion of the Contract
(1) Generally, the contract is concluded through an offer made by the provider, which the customer accepts.
(2) If the customer places an order without a previous offer from the provider, this constitutes an offer to the provider to conclude a contract. The respective contract between the provider and the customer is then concluded by an acceptance declaration from the provider. This occurs on the earlier of the two dates, either the provision of the service or the dispatch of an acceptance declaration or order confirmation (especially by email). The confirmation of receipt of the customer’s order does not constitute an acceptance declaration in the aforementioned sense.
(3) The customer is advised that the provision of the agreed services does not guarantee personal, economic, entrepreneurial, or any other kind of success.
(4) The customer agrees to receive invoices electronically. Electronic invoices will be provided via email or in the customer’s account on the provider’s website.
§ 3 Usage Rights to the Services, Prohibition of Transfer of Services, Penalty Clause
(1) By providing or delivering the services, especially the delivery of codes, the customer acquires a simple right of use exclusively for their own purposes. In particular, the customer is strictly prohibited from using the services, especially the codes, for commercial purposes (except for their own purposes) or making them available to third parties in any way.
(2) If the customer violates the aforementioned obligations, they shall be obligated to pay a reasonable contractual penalty determined by the provider, the reasonableness of which is subject to judicial review (see § 343 of the German Civil Code, BGB). All other claims of the provider, particularly claims for damages and injunctive relief, remain unaffected. The contractual penalty shall be credited against any claims for damages, if applicable.
§ 4 Prices and Payment Terms
(1) Our prices include the applicable statutory value-added tax and do not include any shipping costs.
(2) The respective prices are to be paid in advance to Ainovate without deduction.
(3) The customer can pay for the services by the following payment methods:
§ 5 Liability
(1) If the provider is unable to meet a service deadline due to force majeure, strike, war, riot, or unforeseen operational disruptions or closures or pandemics, no claims for damages arise.
(2) Insofar as a customer’s damage has been caused by slight negligence on the part of the provider, the provider’s liability is limited: Liability exists only in the event of a breach of essential contractual obligations and is limited in amount to the typical damages foreseeable at the time of contract conclusion. Essential contractual obligations are those whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contracting party regularly relies and may rely.
(3) In the event of proven damages due to delay, the provider’s liability is limited to a maximum of 5% of the agreed price (ceiling) if the delay damage has been caused by the provider’s slight negligence. If the customer has suffered lower delay damages, they can only claim these against the provider.
(4) The limitation of liability does not apply if the provider fraudulently conceals a defect, if it concerns an injury to life, body, or health, in cases of intentional or grossly negligent misconduct, and for liabilities under the Product Liability Act.
(5) The contractor is not liable to the customer for damages incurred due to the violation of any agreed cooperation obligation, if applicable.
§ 6 Offset and Right of Retention
(1) The customer is only entitled to offset if their counterclaim has been legally established or is undisputed by the provider.
(2) The customer may only exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
§ 7 Data Protection
(1) Insofar as personal data (e.g., name, address, email address) is collected, the provider will comply with all data protection obligations. The provider undertakes not to disclose data to third parties unless the customer has previously given their consent.
(2) We would like to point out that the transmission of data over the Internet (e.g., via email) may have security vulnerabilities. Thus, a flawless and uninterrupted protection of third-party data cannot be fully guaranteed. In this regard, the provider’s liability is excluded.
(3) The customer has the right to obtain complete and free information from Ainovate regarding the data concerning them.
(4) Furthermore, the customer has the right to rectify/delete data/restrict processing.
§ 8 Jurisdiction and Applicable Law
(1) The law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), exclusively applies to any disputes arising from or in connection with this contract.
(2) The exclusive place of jurisdiction for orders placed by merchants, legal entities under public law, or special funds under public law is the registered office of the provider.
§ 9 Final Provisions
(1) The provider reserves the right to make changes to its website, regulations, terms and conditions, including these AGB, at any time. The regulations in effect at the time of your order shall apply to the contractual relationship with the customer unless a change to these conditions is legally required or mandated by authorities (in which case they shall also apply to orders placed prior to such change).
(2) The invalidity of any provision does not affect the validity of the other provisions of the contract. In the event of such invalidity, the provision shall be replaced by another legally permissible provision that corresponds to the purpose and intent of the invalid provision.