General Terms and Conditions
Effective: April 2026
§ 1 Scope of Application
1.1 These General Terms and Conditions (hereinafter "GTC") shall apply to all offers, orders, contracts, and services of crosslabs GmbH, Heinrich-Böll-Weg 21, 30629 Hanover, Germany, represented by the Managing Director Norbert Heinz Rosenwinkel (hereinafter "Contractor"), vis-à-vis entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter "Client").
1.2 The GTC shall apply in particular to services in the areas of custom software development, software architecture and consulting, AI consulting (including EU AI Act compliance), and AI competency training.
1.3 The version of these GTC valid at the time of contract conclusion shall prevail. Deviating, conflicting, or supplementary general terms and conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their applicability in writing.
1.4 Individual agreements between the contracting parties shall take precedence over these GTC.
1.5 These GTC apply exclusively to business customers (B2B). Consumers within the meaning of Section 13 BGB are excluded from these GTC.
§ 2 Conclusion of Contract
2.1 Offers made by the Contractor are non-binding and without obligation, unless expressly designated as binding. Offers shall be valid for 30 calendar days unless otherwise stated.
2.2 A contract shall be concluded through written order confirmation by the Contractor or through actual provision of services.
2.3 Amendments and supplements to the contract shall require written form. This shall also apply to the waiver of the written form requirement.
2.4 Cost estimates by the Contractor are non-binding unless expressly designated as binding. If a cost estimate is expected to be exceeded by more than 15%, the Contractor shall inform the Client without delay.
§ 3 Services
3.1 The type and scope of services shall be determined by the respective offer, service description, specification document, or individual contractual agreement.
3.2 The Contractor shall provide services in accordance with generally accepted technical standards and with customary diligence. The Contractor may engage qualified third parties (partner network) for the fulfillment of services but shall remain responsible to the Client.
3.3 Software Development: For custom software development, the Contractor shall produce software in accordance with the agreed specification. Development shall generally be conducted in an agile manner using iterative development cycles (sprints).
3.4 Consulting Services: For consulting services (software architecture, AI consulting, EU AI Act compliance), the Contractor shall provide expert advice reflecting the current state of the art and regulation. No specific economic outcome is owed.
3.5 Training: AI competency training shall be conducted according to the agreed training concept. Training materials shall be provided to the Client for internal use.
3.6 Dates and deadlines shall only be binding if expressly agreed upon as binding. Delays due to force majeure shall entitle the Contractor to a reasonable extension of time.
§ 4 Client's Duty to Cooperate
4.1 The Client shall support the Contractor in the provision of services to a reasonable extent. In particular, the Client shall:
- provide all required information, documents, and data completely, accurately, and in a timely manner;
- designate a competent contact person with decision-making authority;
- grant access to the required systems and infrastructures in a timely manner;
- provide decisions, approvals, and acceptances within a reasonable timeframe;
- ensure proper data backup of their systems and data.
4.2 If the Client fails to fulfill its cooperation obligations in a timely manner, agreed dates and deadlines shall be extended accordingly. The Client shall bear any additional costs resulting therefrom.
§ 5 Remuneration and Payment Terms
5.1 Remuneration shall be determined by the respective offer or individual agreement. Unless otherwise agreed, billing shall be on a daily rate or hourly rate basis (Time & Material).
5.2 All prices are stated in euros plus the applicable statutory value-added tax (VAT).
5.3 For fixed-price projects, unless otherwise agreed, billing shall be as follows: 30% upon order placement, 40% upon completion of development, 30% upon acceptance.
5.4 Invoices shall be due for payment within 14 days of the invoice date without deduction, unless otherwise agreed.
5.5 In the event of late payment, the Contractor shall be entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate (pursuant to Section 288 (2) BGB).
5.6 Travel costs and expenses shall be invoiced separately at actual cost if not included in the offer.
§ 6 Usage Rights and Copyright
6.1 All copyrights and ancillary copyrights in custom software, documentation, concepts, and other work products created in the course of the engagement shall belong to the Contractor.
6.2 Upon full payment of the agreed remuneration, the Contractor shall grant the Client a simple (non-exclusive), perpetual, geographically unrestricted right to use the Works to the extent corresponding to the purpose of the contract.
6.3 The granting of exclusive usage rights or the transfer of source code shall require a separate written agreement.
6.4 The Contractor shall retain the right to use general methods, procedures, tools, and know-how (which do not contain confidential information of the Client) for other projects.
6.5 Where open-source components are used in the software, the Contractor shall inform the Client accordingly and comply with the respective license terms.
§ 7 Acceptance
7.1 For work contracts, acceptance by the Client shall take place upon completion. The Client shall review the service within 14 business days and either declare acceptance or report defects in writing.
7.2 If the Client does not declare acceptance within the specified period and does not identify any material defects, the service shall be deemed accepted.
7.3 Minor defects shall not entitle the Client to refuse acceptance.
7.4 For agile development, acceptance may take place iteratively per sprint, if so agreed.
§ 8 Warranty
8.1 The Contractor warrants that the services provided conform to the agreed specifications and are performed in a professional manner.
8.2 The Client shall report defects without delay after discovery in writing, providing a precise description of the error.
8.3 In the event of a defect, the Contractor shall first have the right to subsequent performance within a reasonable period.
8.4 The warranty period shall be 12 months from acceptance or from the provision of the service. This shall not apply to defects fraudulently concealed.
8.5 For consulting services, the warranty shall be limited to the professional provision of advice. No specific economic outcome is warranted.
§ 9 Liability
9.1 The Contractor shall have unlimited liability for damages arising from injury to life, body, or health, as well as for damages resulting from intentional or grossly negligent breaches of duty.
9.2 In the event of slightly negligent breach of a material contractual obligation (cardinal obligation), the Contractor's liability shall be limited to the typically foreseeable damage.
9.3 Liability for slightly negligently caused indirect damages, in particular lost profits or data loss, shall be excluded unless a material contractual obligation has been breached.
9.4 Liability under the Product Liability Act shall remain unaffected.
9.5 The Contractor's liability — unless otherwise provided by Sections 9.1 and 9.4 — shall be limited to the remuneration agreed in the respective contract, but in no event exceeding EUR 100,000 per damage event.
§ 10 Confidentiality
10.1 The contracting parties shall treat all confidential information received in the course of the cooperation as strictly confidential and use it only for the purposes of the respective engagement.
10.2 The confidentiality obligation shall not apply to information that was already publicly known, was already known to the receiving party, is lawfully disclosed by a third party, was independently developed, or must be disclosed due to statutory provisions.
10.3 The confidentiality obligation shall continue beyond the termination of the contractual relationship and shall end three years after termination of the contract.
§ 11 Data Protection
11.1 The contracting parties shall comply with the applicable data protection regulations, in particular the GDPR and the German Federal Data Protection Act (BDSG).
11.2 Where the Contractor processes personal data on behalf of the Client, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR.
11.3 In the provision of AI consulting and implementation of AI systems, the Contractor shall observe the requirements of the EU AI Act, insofar as these apply to the specific service.
§ 12 Term and Termination
12.1 The term of individual orders shall be determined by the respective agreement. Continuing obligations may be terminated with three months' notice to the end of the month, unless otherwise agreed.
12.2 The right to extraordinary termination for good cause shall remain unaffected.
12.3 In the event of termination, the Client shall remunerate all services rendered up to the date of termination.
§ 13 Final Provisions
13.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
13.2 If the Client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes shall be Hanover.
13.3 Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected (severability clause).
13.4 Amendments and supplements to these GTC shall require written form.
crosslabs GmbH
Heinrich-Böll-Weg 21, 30629 Hanover, Germany
Managing Director: Norbert Heinz Rosenwinkel