Section 1: Scope
These Terms and Conditions apply to all contracts between GridPlux, Kevin Melnik (hereinafter "Service Provider") and the customer (hereinafter "Client") for the provision of services in the field of AI automation, chatbot development, and digital process optimization.
Deviating terms and conditions of the Client shall only apply if the Service Provider has expressly agreed to them in writing.
Section 2: Services
The Service Provider provides the following services:
- Development, configuration, and operation of AI powered chatbots
- Implementation of business automations (Email, WhatsApp, LinkedIn, CRM)
- Consulting and strategy on AI deployment in organizations
- Technical integration into existing systems and software
- Ongoing maintenance, optimization, and support of configured systems
The exact scope of services is determined in the individual contract or quotation.
Section 3: Contract Formation
A contract is concluded by written order confirmation from the Service Provider or by the start of service provision. Verbal ancillary agreements require written form.
Section 4: Pricing and Payment
4.1 Pricing
The prices agreed upon at the time of contract conclusion apply. All prices are exclusive of applicable sales tax.
4.2 Payment Terms
Invoices are due within 14 days of invoice date without deduction. For monthly subscriptions, the first payment is due at contract conclusion, each subsequent payment on the same calendar day of the following month.
4.3 Late Payment
In case of late payment, the Service Provider is entitled to suspend service provision until all outstanding amounts are paid.
Section 5: Term and Termination
5.1 Monthly Contracts
Monthly contracts are terminable with 30 days notice at the end of a month, first applicable after the first contract month.
5.2 Annual Contracts
Annual contracts renew automatically for another year unless terminated in writing 60 days before expiration.
5.3 Extraordinary Termination
The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if the Client is more than two months behind in payment despite notice.
Section 6: Client Cooperation Obligations
The Client shall provide the Service Provider with all necessary information, access credentials, and materials in a timely manner. Delays due to missing cooperation shall not be borne by the Service Provider.
Section 7: Data Protection and GDPR
Insofar as the Service Provider processes personal data on behalf of the Client, the parties shall conclude a separate Data Processing Agreement pursuant to Art. 28 GDPR. The Service Provider undertakes to implement all necessary technical and organizational measures to protect the data.
Personal data processing occurs exclusively on servers within the European Union.
Section 8: Rights of Use and Intellectual Property
Upon complete payment of the agreed compensation, the Client receives a simple, non-transferable right of use for the systems created for the agreed purpose. All open source licenses and third party rights used remain unaffected.
Section 9: Warranty and Liability
9.1 Availability
The Service Provider targets 99% system availability on an annual average. Excluded are planned maintenance and outages caused by third party providers or force majeure.
9.2 Liability Limitation
The Service Provider's liability for negligent breaches is limited to foreseeable, typical contract damages. Liability for data loss is limited to the effort required for proper data recovery.
9.3 AI Specific Limitations
The Service Provider is not liable for incorrect answers or "hallucinations" of the AI system if the Client has not activated offered human in the loop controls.
Section 10: Confidentiality
Both parties undertake not to disclose confidential information of the other party to third parties and to use it only for contract purposes. This obligation continues for 3 years after contract termination.
Section 11: Final Provisions
German law applies, excluding the UN Sales Convention.
Jurisdiction: For all disputes arising from this contract, jurisdiction lies at the Service Provider's registered office, insofar as legally permitted. This applies exclusively to contracts with merchants, legal entities under public law, or public special assets. For consumers, statutory jurisdiction applies.
Should individual provisions be unenforceable, this does not affect the validity of the remaining provisions.
Amendments and supplements require written form.