Terms and Conditions
1. Scope
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.
2. Subject Matter and Scope of 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. 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.
3. Client Cooperation Obligations
The Client undertakes to provide all information, data, documents and access necessary for service provision in a timely and complete manner.
The Client designates a responsible contact person.
The Client cooperates in the development and production of services, particularly through timely feedback, decisions and approvals.
4. Acceptance
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 writing within 45 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.
5. Compensation and Payment Terms
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 server or operating 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 to be agreed and due before service provision begins.
6. Usage Rights and Licenses
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.
7. Reference and Authorship
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 purposes (e.g., screenshots), unless legitimate interests oppose this and no confidential content is published.
8. Defect Notification and Warranty
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 days and report defects immediately. If no report is made, the service is deemed approved, unless it is a hidden defect.
9. Liability
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 backup of relevant data by the Client.
10. Confidentiality and Data Protection
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 Contractor processes personal data exclusively on behalf of and according to the instructions of the Client, strictly in accordance with GDPR provisions. The Client remains the sole controller within the meaning of GDPR.
The confidentiality obligation also applies beyond the end of the contractual relationship.
11. Term and Termination
The contractual relationship is concluded for an indefinite period unless otherwise agreed.
Both parties may terminate the contractual relationship with four weeks' notice to the end of the month, unless deviating terms or notice periods have been agreed.
The right to extraordinary termination for good cause remains unaffected.
12. Final Provisions
Amendments and supplements to these Terms and Conditions or other contractual agreements 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 parties undertake to replace an invalid provision with a valid 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.