§ 1 Scope of Application
(1) These General Terms and Conditions (hereinafter “Terms”) apply to contracts between deepsight GmbH, Albert-Einstein-Str. 1, 49076 Osnabrück, Germany (hereinafter “Provider”), and its customers for custom projects and services, in particular the design and development of software and AI applications, consulting, workshops and ancillary services such as operation, support and maintenance (hereinafter “Services”). They also apply to offers by the Provider that refer to them.
(2) The Services are intended exclusively for entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (hereinafter “Customer”). Contracts with consumers are excluded.
(3) The use of deepsight cloud is governed by its own terms and conditions (hereinafter “Cloud Terms”), which are provided in the application (cloud-app.deepsight.de/agb, in German); these Terms do not apply to it. The Provider bases its offers for the use of deepsight cloud on the Cloud Terms. If such an offer includes further Services (e.g. setup, data import, training, workshops, support), these Terms apply to those Services; the offer then refers to both.
(4) For slide factory, the terms stated in the respective offer apply.
(5) Provisions in the offer, in the service description referred to therein or in an individual contract (e.g. a project contract) take precedence over these Terms.
(6) Deviating, conflicting or supplementary terms and conditions of the Customer only become part of the contract if the Provider has expressly agreed to their validity in text form.
§ 2 Contract Formation
(1) The presentation of the Services on the Provider’s website does not constitute a binding offer.
(2) The contract is concluded by an offer from the Provider and its acceptance by the Customer in text form, e.g. by signature or order.
(3) If the Customer places an order without a prior offer from the Provider, the contract is concluded upon the Provider’s confirmation in text form (e.g. by email).
§ 3 Subject Matter
(1) The type and scope of the Services are set out in the offer and in the service description referred to therein (e.g. a requirements specification or project plan).
(2) The Provider performs the Services with the care of a prudent businessperson.
(3) Whether a Service is provided as a service under a service contract (Dienstvertrag) or as work under a contract for work with an owed work result (Werkvertrag) is determined by the offer. Unless the offer provides otherwise, the Provider performs consulting, workshops, support and comparable Services under a service contract; no specific result is owed in that case.
(4) Where the Services include AI features, their results are based on probabilistic models and may contain inaccuracies or errors despite careful implementation. The Customer reviews such results with the care required in the individual case before using them for business purposes. Agreed properties of the Services remain unaffected.
(5) For operation, support and maintenance, availability and response commitments (SLAs) apply only to the extent agreed in the offer.
§ 4 Customer Cooperation
(1) The Customer supports the Provider in performing the Services to a reasonable extent. In particular, it provides the necessary information, data, documents, access and subject-matter contacts in good time and makes the decisions required for the Services to proceed. Details are set out in the offer.
(2) The Customer is responsible for the data, content and documents it provides to the Provider (hereinafter “Customer Data”). It ensures that it is entitled to have them processed, that they contain no unlawful content and that no third-party rights (in particular data protection, copyright and confidentiality rights) are infringed.
(3) The Customer keeps access credentials it receives from the Provider confidential.
(4) If the Customer fails to provide its cooperation, or fails to provide it in time or as agreed, dependent dates are postponed by a reasonable period. Further statutory rights of the Provider remain unaffected.
§ 5 Compensation and Payment
(1) Compensation is based on the offer or the agreed price list.
(2) All prices are exclusive of statutory value added tax.
(3) Payment terms and the billing method (e.g. by milestone or on a time-and-materials basis) are set out in the offer.
§ 6 Change Requests
(1) If the Customer wishes to change or extend the agreed Services, it notifies the Provider in text form. The Provider reviews the change request and informs the Customer of its effect on effort, compensation and schedule.
(2) A change becomes binding once the parties have agreed on it in text form. Until then, the Provider performs the Services on the basis of the existing agreement.
§ 7 Acceptance
(1) Where the Provider performs work under a contract for work (e.g. developing an application described in the offer), it notifies the Customer of completion in text form. The Customer reviews the work result and declares acceptance if it conforms to the contract. The Customer may not refuse acceptance because of insignificant defects.
(2) The work result is deemed accepted if the Provider has set the Customer a reasonable period for acceptance after completion and the Customer has not refused acceptance within that period by specifying at least one defect.
(3) Partial acceptances take place where the offer provides for them.
(4) Services provided under a service contract are not subject to acceptance.
§ 8 Usage Rights to Work Results
(1) For work results that the Provider creates specifically for the Customer (e.g. software, documentation, concepts), the Customer receives the usage rights specified in the offer or in the project contract. If these contain no provision, the scope of the usage rights is determined by the purpose of the contract.
(2) The usage rights are granted upon full payment of the compensation for the Services from which the respective work result arises. Until then, the Customer may use the work results for review and to the agreed extent; the Provider may prohibit this use for as long as the Customer is in default of payment.
(3) Software, components, tools, templates and know-how that the Provider has developed independently of the respective contract or uses generally (pre-existing work and standard components) remain with the Provider, including all rights. Where they are contained in work results, the Customer receives a non-exclusive right to use them to the extent required for the contractual use of the work results.
(4) Where work results contain open-source components, the respective license terms apply to them.
(5) The Provider acquires no rights to Customer Data beyond what is required to perform the Services.
§ 9 Confidentiality
(1) The parties treat all confidential information of the other party obtained in the course of the contractual relationship as confidential and use it solely to perform the contract. Customer Data is always deemed confidential information of the Customer.
(2) The parties may disclose confidential information to employees and vicarious agents to the extent they need it to perform the contract and are bound to confidentiality.
(3) The obligation does not apply to information that is publicly known, has been lawfully obtained from third parties or must be disclosed by law or by order of an authority. It applies for the term of the contract and for three years thereafter.
§ 10 Data Protection and Data Processing
(1) The parties comply with applicable data protection law, in particular the GDPR.
(2) Where the Provider processes personal data on behalf of the Customer in the course of the Services, the parties conclude a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR for this purpose. It governs in particular the locations of processing and the sub-processors used, and takes precedence over these Terms in the event of conflict.
(3) The parties determine infrastructure, hosting and the AI models used (e.g. operation in the Customer’s environment or with local language models) for each project in the offer or in the DPA.
§ 11 Warranty
(1) Defects in the Services are governed by the statutory provisions. Claims for damages are governed by § 12.
(2) The Customer describes defects in a comprehensible manner and supports the Provider in analyzing errors to a reasonable extent.
§ 12 Liability
(1) The Provider is liable without limitation for damages resulting from injury to life, body or health, for intentional misconduct and gross negligence, under the German Product Liability Act and to the extent of any guarantee given.
(2) In cases of slight negligence, the Provider is only liable for breach of essential contractual obligations, limited to the damage typical of the contract and foreseeable at the time the contract was concluded. Essential contractual obligations are obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely.
§ 13 Term and Termination
(1) Contracts for individual projects and Services end once they have been fully performed, unless the offer provides otherwise.
(2) The term, renewal and notice periods of contracts for ongoing Services (e.g. operation, maintenance, support) are set out in the offer. If nothing is agreed there, the statutory provisions apply.
(3) Statutory termination rights, in particular the right to extraordinary termination for good cause, remain unaffected.
§ 14 Final Provisions
(1) The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction is Osnabrück, provided the Customer is a merchant, a legal entity under public law or a special fund under public law.
(3) Amendments and additions to the contract require text form. The precedence of individual agreements (Section 305b BGB) remains unaffected.
(4) Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected.
(5) A contract is governed by the version of these Terms agreed when the contract was concluded. Until September 2026, the Provider published terms and conditions for the use of the deepsight platform at deepsight.de/agb; they continue to apply to contracts into which they were incorporated. The Provider will provide earlier versions upon request.
(6) These Terms are available in German and in an English translation. In the event of any discrepancy, the German version prevails.