General Terms and Conditions

1.1. These General Terms and Conditions (hereinafter “Terms”) apply to all contracts between Innofy Ventures LLC (hereinafter “Contractor”) and its customers (hereinafter “Client”) concerning the development, implementation and provision of software solutions in the field of artificial intelligence (AI), in particular chatbots, voice AI agents, automation solutions and supplementary services.

1.2. Deviating or supplementary terms and conditions of the Client shall not become part of the contract unless the Contractor expressly agrees to their validity in writing.

1.3. These Terms apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). By concluding the contract, the Client confirms that it is procuring the services exclusively for commercial purposes.

2.1. The Contractor offers services in the field of the conception, development, implementation and provision of AI-based solutions, including:

• Development of custom chatbots and conversational interfaces
• Creation and integration of voice AI agents
• Automation of business processes and workflows
• Integration of AI systems into existing IT landscapes
• Maintenance, hosting and ongoing operation (optional)

2.2. The specific scope of services is set out in the respective offer, contract or project plan between the Contractor and the Client.

2.3. The Contractor may use third parties (e.g. subcontractors, service providers or API providers) to perform its services.

2.4. Within the scope of Section 315 BGB, the Contractor reserves the right to determine details of the performance of services at its own reasonable discretion, provided this does not conflict with the purpose of the contract.

3.1. The presentation of the services on websites, in presentations or in other media does not constitute a binding offer.

3.2. A contract is only concluded upon acceptance of an offer or upon the order confirmation by the Contractor. This may be given in writing, electronically or orally.

3.3. In the case of contracts concluded by telephone or digitally (e.g. via video conference), the Contractor may make recordings for documentation and evidentiary purposes, provided the Client consents.

4.1. Remuneration is based on the individual offer or the price list current at the time the contract is concluded.

4.2. Where payment in instalments has been agreed, the first instalment is due immediately upon conclusion of the contract. Further instalments are – unless otherwise agreed – payable monthly in advance.

4.3. All prices are exclusive of statutory VAT.

4.4. The Contractor shall begin performing the services after receipt of payment of the first instalment or of the agreed remuneration.

4.5. If the Client fails to perform necessary acts of cooperation and thereby prevents the performance of the services, the claim to remuneration remains in place.

4.6. The Client may only set off claims that are undisputed or have been finally and conclusively established by a court.

5.1. The Client undertakes to provide all information, access and data required for the performance of the services in good time.

5.2. The Client is responsible for the lawfulness and accuracy of the content and data it provides.

5.3. The Client shall ensure that its technical systems are suitable for using the services.

6.1. The term of the contract is set out in the individual agreement.

6.2. A right of ordinary termination before the end of the agreed term is excluded unless both parties agree otherwise in writing.

6.3. The right to extraordinary termination for good cause remains unaffected.

7.1. Deadlines for the performance of services only begin once payment has been received in full and all obligations to cooperate have been fulfilled.

7.2. If the Client defaults on payment, the Contractor is entitled to suspend performance of the services until payment has been made in full.

7.3. If the Client is in default of payment for more than two instalments, the Contractor may terminate the contract without notice and claim, as damages, the remuneration that would have accrued up to the next ordinary termination date.

8.1. All software solutions, AI models, databases, code, documentation and other content created by the Contractor are protected by copyright.

8.2. The Client receives a simple (non-exclusive), non-transferable right to use the services rendered for the contractually agreed purpose and period.

8.3. Disclosure, reproduction or commercial use of the solutions created without the Contractor’s written consent is not permitted.

8.4. The Contractor is entitled to use anonymised data and project information for internal analysis and product improvement.

9.1. Unless otherwise agreed, the Contractor operates the systems developed on its own servers or via third-party providers.

9.2. The Contractor is not liable for outages or restrictions caused by third-party providers (e.g. API providers, cloud services).

9.3. Maintenance, updates or changes to the system architecture may be carried out by the Contractor at any time, provided they do not materially impair the agreed functionality.

10.1. The Contractor is liable without limitation for damage resulting from injury to life, body or health and for damage based on intent or gross negligence.

10.2. In the event of a slightly negligent breach of essential contractual obligations, liability is limited to the foreseeable damage typical for the contract.

10.3. The Contractor is not liable for lost profits, lost savings, indirect or consequential damage unless such damage is based on intent or gross negligence.

10.4. Events of force majeure release the Contractor from its obligation to perform for the duration of the disruption.

11.1. The Contractor processes personal data exclusively within the framework of the statutory provisions and the agreed purposes.

11.2. Both parties undertake to maintain confidentiality regarding all information not publicly known that becomes known to them in connection with the contract. This obligation continues to apply after the end of the contract.

12.1. The Contractor is entitled to use anonymised project data as well as the Client’s name and logo for reference and marketing purposes, unless the Client objects.

12.2. An objection may be made in writing at any time.

13.1. To the extent permitted by law, the place of jurisdiction for all disputes is the Contractor’s registered office.

13.2. Amendments or additions to the contract must be made in writing.

13.3. Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected.

13.4. The Contractor reserves the right to amend these Terms at any time. The Client will be notified of amendments in good time, and they shall be deemed approved if the Client does not object within two weeks of notification.