General Terms and Conditions

This is a translation provided for information. Only the German version of these terms is legally binding.

Section 1 Scope

(1) These General Terms and Conditions (Terms) apply to all contracts for services that Felix Kammerer – Vodoro Technologies, owner Felix Kammerer, Roth 5, 91567 Herrieden, Germany ("Vodoro"), provides under the brand Vodoro AI – in particular consulting and workshops, the design and development of AI chatbots, automations, software and digital tools, machine learning solutions, and their operation, maintenance and support.

(2) These Terms apply only to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (the "Customer"). Vodoro AI does not enter into contracts with consumers.

(3) The Customer's general terms and conditions do not become part of the contract, even if Vodoro does not expressly object to them or provides services in the knowledge of them.

(4) In the event of conflicts, the following order of precedence applies: the offer or individual contract including the service description, a data processing agreement, these Terms, the statutory provisions. Individual agreements always take precedence (section 305b BGB).

Section 2 Conclusion of the contract

(1) Descriptions on the website ai.vodoro.net and the free initial call are non-binding and create no obligation to perform.

(2) Vodoro's offers are valid for 30 days from their date unless stated otherwise. The contract is concluded when the Customer accepts an offer in text form or Vodoro confirms an order in text form.

(3) Agreements on scope, remuneration and deadlines should be recorded in text form.

Section 3 Services and type of contract

(1) The type and scope of the services result from the offer and the service description.

(2) Vodoro provides consulting, workshops, training, support and contributions to development on a time-and-materials basis as services (sections 611 et seq. BGB). What is owed is their professional performance, not a particular result. Vodoro only owes a work result (sections 631 et seq. BGB) if this is expressly agreed in the offer as a work performance with acceptance.

(3) Vodoro provides the services in accordance with the state of the art at the time the contract is concluded and may use subcontractors. Where personal data of the Customer is processed in the process, section 13 applies.

(4) Services may be provided remotely unless otherwise agreed.

Section 4 Specifics of AI services

(1) Artificial intelligence systems, in particular language models, produce their results on the basis of statistical probabilities. Their outputs may be incomplete, incorrect or inappropriate. Unless specific quality characteristics such as test cases, hit rates or error tolerances are expressly agreed, Vodoro does not owe the correctness of individual outputs. A defect only exists if the service deviates from the agreed quality.

(2) The Customer checks AI outputs on its own responsibility before publishing them, using them towards third parties or basing decisions with legal or similarly significant effects for individuals on them. For such decisions, the Customer ensures human oversight.

(3) The roles the parties assume under Regulation (EU) 2024/1689 (AI Act), in particular as provider or deployer, and who fulfils the resulting obligations – such as informing people who interact with an AI system (Art. 50) or ensuring sufficient AI literacy of staff (Art. 4) – are set out in the offer. If the Customer puts a system developed for it into service under its own name or uses it under its own authority, the related obligations rest with the Customer unless otherwise agreed. Vodoro supports the Customer to the agreed extent.

(4) Vodoro provides services for AI systems that are to be classified as high-risk AI systems under the AI Act only on the basis of an express separate agreement. Vodoro does not take part in prohibited practices within the meaning of Art. 5 of the AI Act.

(5) As set out in the offer, Vodoro uses models it operates itself, for example open-weight models on servers in Germany, or models and interfaces of third parties. Third-party services are additionally subject to their terms of use and licence terms, which Vodoro points out in the offer and which the Customer complies with. If a third-party provider changes or discontinues a model or an interface, Vodoro proposes an equivalent alternative; any additional effort this causes is agreed separately. Vodoro only owes the availability of third-party services if this is expressly agreed.

(6) Vodoro uses the Customer's data only to provide the agreed services. Vodoro uses it to train or fine-tune models only on the Customer's express instruction and only for the Customer's project, not for other customers or its own purposes.

Section 5 The Customer's duties to cooperate

(1) The Customer supports Vodoro in providing the services. In particular, it provides the necessary information, documents, data and test data, access and contact persons in good time and free of charge, and names a contact person who can make binding decisions.

(2) The Customer ensures that it is entitled to provide and use the content and data it supplies, in particular that their processing is permitted under data protection law and does not infringe third-party rights. It indemnifies Vodoro against third-party claims based on a breach of this obligation for which it is responsible.

(3) The Customer backs up its data at appropriate intervals in accordance with the state of the art.

(4) If the Customer does not fulfil its duties to cooperate, or not in time or not completely, agreed deadlines are extended appropriately. Vodoro may charge for the resulting additional effort at the agreed rates.

Section 6 Deadlines and changes to the scope of services

(1) Dates and deadlines are only binding if they have been expressly agreed as binding.

(2) If the Customer wishes to change or extend the scope of services, Vodoro states how this affects effort, remuneration and deadlines. The change becomes binding once the parties have agreed on it in text form; until then Vodoro continues working on the basis of the previous agreement.

Section 7 Acceptance

(1) Work performances are subject to acceptance. Vodoro notifies completion; the Customer examines the performance within 14 days or the agreed period and declares acceptance if the performance essentially conforms to the contract. Insignificant defects do not entitle the Customer to refuse acceptance.

(2) The performance is deemed accepted if the Customer does not refuse acceptance within the period, stating at least one defect (section 640 (2) BGB).

(3) Self-contained partial performances may be accepted separately.

Section 8 Remuneration and payment

(1) The remuneration results from the offer, either as a fixed price or on a time-and-materials basis at the hourly or daily rates stated there. Vodoro invoices time-and-materials services monthly with a record of activities.

(2) Travel costs, expenses and costs of third-party services, such as usage fees for AI interfaces or cloud resources, are borne by the Customer where this has been agreed.

(3) All prices are net plus statutory value added tax, where applicable.

(4) Invoices are payable without deduction within 14 days of receipt. Unless otherwise agreed, ongoing services such as operation, hosting or maintenance are invoiced monthly in advance.

(5) In the event of late payment, the statutory provisions apply. After announcing it with a reasonable period of notice, Vodoro may withhold further services until due invoices have been paid.

(6) The Customer may only set off claims that are undisputed or have been established by a final court decision. It may only exercise a right of retention on the basis of claims arising from the same contractual relationship.

Section 9 Rights of use

(1) Upon full payment of the respective remuneration, Vodoro grants the Customer the simple (non-exclusive) right, unlimited in time and territory, to use, reproduce and modify the work results created individually for the Customer – such as software, configurations, workflows, prompts, documentation and concepts – for its own business purposes. Vodoro only owes an exclusive right of use or the handover of source code if this has been agreed.

(2) Until full payment, use is only permitted provisionally.

(3) Pre-existing software, libraries, tools, templates and Vodoro's general know-how that were not created specifically for the Customer remain with Vodoro. Insofar as they form part of the work results, the Customer receives a simple, non-transferable right to use them as part of the work results. Vodoro may continue to use general knowledge and components that are not specific to the Customer.

(4) Open-source components and third-party models are primarily subject to their licence terms; Vodoro names them on request.

(5) Purely AI-generated content may not be protected by copyright. Vodoro does not warrant that AI-generated content is protectable or free of third-party rights; the Customer checks this before publication.

(6) Vodoro only names the Customer as a reference with its prior consent in text form.

Section 10 Claims for defects

(1) In the event of defects in a work performance, Vodoro first provides subsequent performance, at its choice by remedying the defect or producing a new work. If subsequent performance fails twice, the Customer may reduce the remuneration or withdraw from the contract. Damages and reimbursement of wasted expenses are governed by section 12.

(2) The Customer reports defects in text form with a comprehensible description of the deviation and, where possible, the steps that lead to it.

(3) Claims for defects become time-barred twelve months after acceptance. This does not apply in the event of intent, gross negligence, fraudulent intent, injury to life, body or health, claims under the German Product Liability Act or where a guarantee has been given; in these cases the statutory periods apply.

(4) There are no claims for defects insofar as the Customer or third parties have modified the performance without Vodoro's consent, it is used contrary to the documentation or in an environment that was not agreed, or third-party services have subsequently changed, unless the Customer proves that this did not cause the defect. Section 4 (1) applies to outputs of AI systems.

(5) Services are governed by the law on service contracts; liability is governed by section 12.

Section 11 Operation, maintenance and support

(1) Where Vodoro takes over the operation, hosting, maintenance or support of a solution, the scope, availability and response times are set out in the offer. If nothing has been agreed there, Vodoro provides support by email on working days from Monday to Friday, excluding public holidays in Bavaria, during normal business hours. Vodoro does not owe round-the-clock on-call service.

(2) Vodoro may carry out planned maintenance and announces it in good time where possible.

Section 12 Liability

(1) Vodoro has unlimited liability for damage resulting from injury to life, body or health, for damage caused intentionally or through gross negligence, in the event of fraudulent intent, under the German Product Liability Act and to the extent of any guarantee given.

(2) For a slightly negligent breach of an essential contractual obligation, liability is limited to the damage that was foreseeable and typical for this type of contract when the contract was concluded. Essential contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Customer may regularly rely.

(3) Otherwise, liability for slight negligence is excluded.

(4) Within the limits of paragraphs 1 to 3, Vodoro is liable for the loss of data only up to the effort that would have been required to restore it if the Customer had backed it up properly (section 5 (3)).

(5) These liability rules also apply in favour of Vodoro's legal representatives, employees, subcontractors and vicarious agents.

Section 13 Confidentiality and data protection

(1) The parties treat all confidential information of the other party that becomes known to them in the course of their cooperation, in particular trade and business secrets, as confidential – also for three years after the end of the contract. This does not apply to information that is or becomes publicly known, was already known to the receiving party, was lawfully provided to it by third parties or was developed by it independently, or whose disclosure is required by law or by a public authority.

(2) Where Vodoro processes personal data on the Customer's behalf, the parties conclude a data processing agreement under Art. 28 GDPR before the processing begins. The Customer is then the controller; Vodoro processes the data only on its documented instructions. Sub-processors, such as providers of AI interfaces, are named in the data processing agreement.

(3) Where professionally justifiable, Vodoro uses systems it operates itself on servers in Germany. Personal data is only processed outside the EU or EEA by agreement and subject to the conditions of Art. 44 et seq. GDPR.

Section 14 Term and termination of ongoing contracts

(1) Contracts for ongoing services such as operation, hosting, maintenance or support run for an indefinite period and can be terminated with three months' notice to the end of a month, unless a minimum term or a different notice period has been agreed in the offer.

(2) The right to terminate for good cause remains unaffected. Notices of termination must be given in text form.

(3) After the contract ends, Vodoro hands the Customer's data over to it in a common format on request and then deletes it, unless statutory retention obligations apply. Further support with a move to another provider is remunerated separately.

Section 15 Force majeure

Neither party is liable for non-performance or delay of its obligations insofar as this is due to circumstances beyond its control, such as natural events, pandemics, war, orders of public authorities, strikes, disruptions of the energy supply or of public communication networks, or cyber attacks despite appropriate protective measures. Performance deadlines are extended by the duration of the impediment plus a reasonable start-up period.

Section 16 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Ansbach, Germany. Vodoro may also sue the Customer at the Customer's general place of jurisdiction.

(3) The Customer may only assign rights under the contract with Vodoro's prior consent; section 354a of the German Commercial Code (HGB) remains unaffected.

(4) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid provision.

(5) The German version of these Terms is authoritative. The English translation is for information only.