Terms and Conditions

These Terms and Conditions apply to all offers, contracts and services of GO TO KI GmbH, Schumannstraße 17, 10117 Berlin ("Contractor"), towards its business customers ("Client"), particularly in the areas of AI consulting, development and provision of AI software solutions, license models and all related services.

Deviating, conflicting or supplementary terms and conditions of the Client shall not become part of the contract unless their validity is expressly agreed in writing.

The Terms and Conditions apply equally to individual orders and framework agreements, as well as to standard offerings and individual services.

The Contractor provides consulting, development, implementation and service activities in the field of artificial intelligence (AI), including but not limited to AI-based agents, AI SEO tools and other AI-powered software solutions.

The type and scope of services are determined by the respective individual order, framework agreement or offer.

A structured cost overview (e.g., offer calculation, breakdown of services and budget) forms part of the contract and, together with the offer, defines the binding scope of services (the "Scope"). Services that are not expressly included in the cost overview or in the agreed Scope are deemed not to be owed and must be commissioned and compensated separately.

Changes and extensions to services require written agreement.

The Contractor is entitled to use subcontractors for service provision. The Contractor is liable for their actions as for its own.

The Contractor will comply with the Client's policies in force at the time the contract is concluded, provided that these are known or are made available at the conclusion of the contract or before individual orders. Changes to the services resulting from new or amended policies of the Client shall be compensated separately.

The functional and technical requirements defined in the offer and, where applicable, in the annex (requirements specification / functional specification) are deemed the authoritative basis for the successful fulfillment of the project.

The Contractor undertakes to implement all mandatory requirements described therein.

Changes, extensions or additional requirements that go beyond the agreed Scope are not part of this contract and require a separate written order, including an adjustment of the compensation and the schedule.

The Client undertakes to provide all information, data, documents and access necessary for service provision in a timely and complete manner and in a suitable form.

The Client designates a responsible contact person.

The Client cooperates in the development and implementation of services, particularly through timely feedback, decisions and approvals.

If the Contractor recognizes that information or requirements provided by the Client are objectively unsuitable for performance, incorrect, incomplete or ambiguous, the Contractor shall inform the Client of this without undue delay.

The Client undertakes to provide feedback, approvals or change requests within five (5) working days after an interim status or partial result has been made available. If no feedback is received within this period, the respective interim status is deemed approved. Late feedback results in a corresponding postponement of the project schedule, without giving rise to any claims against the Contractor.

After completion of self-contained service phases, the Client is obligated to accept the deliverables, provided they have been substantially performed in accordance with the contract.

Acceptance must be made in text form (Section 126b of the German Civil Code, BGB) within 20 working days after delivery. If no acceptance occurs or no defect is reported, the service is deemed accepted (acceptance fiction).

Minor defects do not entitle the Client to refuse acceptance.

Unless expressly agreed otherwise, compensation is based on the hourly rates stated in the offer or as an agreed flat rate. Billing generally occurs monthly at the end of each month.

For AI agents or comparable services, monthly license fees may apply, which include, in particular, server, operating or maintenance costs.

Payments are to be made exclusively by bank transfer with reference to the invoice number. Advance payments of at least 50% of the order value are due before service provision begins; the remaining amount is payable immediately upon invoicing, unless otherwise agreed in writing.

If the Client is in default of payment, the Contractor is entitled to suspend further service provision until all outstanding claims have been settled in full.

The Client receives a simple, temporally and geographically unlimited right of use for the contractually agreed purpose for work results produced under the contract.

Further rights, in particular ownership rights, exclusive usage rights or rights of resale, are not transferred unless expressly agreed in writing.

For license models (e.g., AI agents), the usage scope defined in the offer or license agreement applies. Use is limited to the systems and users specified in the contract.

The Contractor is entitled to name the Client as a reference on its own website or in other media, unless the Client has a legitimate interest to the contrary. Business secrets will not be disclosed.

The Contractor may publicly reproduce delivered services for demonstration or marketing purposes (e.g., screenshots), provided that no confidential content or business secrets are disclosed.

For defects regarding the functionality of delivered services, the Contractor is liable under the statutory provisions of service contract law.

The Client must inspect services after delivery within 30 working days and report defects immediately. If no report is made, the service is deemed approved, unless it is a hidden defect.

The Contractor is liable for damages only in cases of intent or gross negligence.

For damages resulting from the breach of essential contractual obligations (cardinal obligations), the Contractor is also liable for slight negligence, but limited to the typically foreseeable damage.

In case of data loss, the Contractor is only liable to the extent that the damage could not have been avoided through regular and complete data backups by the Client.

Any further liability, in particular for loss of profit or indirect damage, is excluded to the extent permitted by law.

The Client may cancel the order in writing at any time before service provision begins. In this case, the Contractor is entitled to invoice the services already rendered up to the time of cancellation.

If the cancellation is made less than 14 days before the agreed start of service provision, the Contractor may additionally charge a reasonable cancellation fee of up to 30% of the order value not yet performed.

Costs already incurred for third-party services or expenses that can no longer be cancelled shall be reimbursed by the Client in full.

AI agents are subject to a dynamic development that depends on data and context. The Contractor does not owe any specific economic or functional success, but the implementation of the agreed services in accordance with the contract.

Development is iterative. Early phases serve evaluation and optimization; perfection in initial iterations is not owed.

AI agents do not replace business processes or employees, but support existing structures. A controlled soft launch with limited volume is required.

Scaling takes place gradually, taking into account technical limits, monitoring structures and quality assurance. Results may vary depending on data quality, user behavior and model changes.

The Contractor undertakes to communicate transparently about functionality, limitations and risks and to document relevant decisions and adjustments in a comprehensible manner.

Both parties undertake to treat all business and trade secrets and confidential information that become known in the course of the contractual relationship as strictly confidential.

The confidentiality obligation also applies beyond the end of the contractual relationship.

The Contractor processes personal data of the Client exclusively on behalf of and according to the instructions of the Client pursuant to Art. 28 GDPR. For this purpose, by signing the project agreement (individual order or framework agreement), the parties at the same time conclude a data processing agreement pursuant to Art. 28 GDPR, which becomes an integral part of the contract as an annex to the project agreement and is available at gotoki.ai/downloads/gotoki-avv-en.pdf. The Client remains the controller within the meaning of GDPR for the data processed on its behalf.

Insofar as the Contractor processes personal data as a controller, it undertakes to comply with the provisions of the applicable data protection laws (in particular GDPR and the German Federal Data Protection Act, BDSG).

This contractual relationship is concluded for an indefinite period in accordance with the framework agreement, unless otherwise agreed.

The right to extraordinary termination for good cause remains unaffected.

Amendments and supplements to these Terms and Conditions require written form.

Should any provision of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by one that comes closest to the economic purpose.

German law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

The place of jurisdiction for all disputes arising from or in connection with this contract is Berlin.