Terms and Conditions

Last updated: 17 March 2026

Note: These terms are provided as a courtesy translation. The legally binding version is the German version.

§ 1 Scope

(1) These General Terms and Conditions (GTC) apply to all contracts between Fluxward Consulting GbR ("Fluxward") and the client ("Customer") for consulting, implementation, and development services in the area of artificial intelligence and automation.

(2) Deviating terms of the customer only become part of the contract if Fluxward has expressly agreed to them in writing.

§ 2 Conclusion of Contract

(1) Offers from Fluxward are non-binding unless expressly marked as binding.

(2) A contract is concluded by written order confirmation, by signature of a project proposal by both parties, or by commencement of services after express commissioning.

(3) The orientation call (initial consultation) is free of charge and non-binding.

§ 3 Scope of Services

(1) The scope of services is determined by the respective order confirmation or project proposal. Changes require written agreement.

(2) Fluxward owes the professional provision of services, not a specific economic outcome, unless expressly agreed otherwise.

§ 4 Customer Obligations

(1) The customer shall provide all documents, data, and information required for the provision of services in a timely manner and free of charge.

(2) The customer shall designate a contact person authorised to make decisions within the scope of the project.

(3) Delays caused by lack of customer cooperation shall not be attributable to Fluxward.

§ 5 Remuneration and Payment

(1) Remuneration is based on the respective offer. All prices are in euros and exclusive of statutory VAT where applicable.

(2) Invoices are payable within 14 days of the invoice date without deduction.

(3) For projects exceeding €5,000, Fluxward may require an advance payment of up to 50%.

§ 6 Acceptance

Where the service constitutes a deliverable work (e.g. software, workflow, tool), it shall be deemed accepted if the customer does not report material defects in writing within 14 days of delivery.

§ 7 Intellectual Property

(1) The customer receives a simple, non-transferable right of use for the work results for their own business purposes, unless otherwise agreed.

(2) Fluxward's own tools, methods, frameworks, and templates remain the property of Fluxward.

§ 8 Confidentiality

Both parties undertake to keep confidential all confidential information obtained during the collaboration. This obligation continues for three years after the end of the collaboration.

§ 9 Data Protection

Fluxward processes personal data exclusively in accordance with statutory provisions. Details can be found in our Privacy Policy.

§ 10 Liability

(1) Fluxward is liable without limitation for intent and gross negligence as well as for damage to life, body, or health.

(2) In the case of slight negligence, Fluxward is only liable for breach of material contractual obligations, limited to foreseeable, contract-typical damage, up to the amount of the agreed remuneration.

(3) Fluxward is not liable for damages caused by incorrect customer information, AI-generated outputs, or third-party services where Fluxward has used them professionally.

§ 11 Termination

(1) Either party may terminate the contract without notice for good cause.

(2) Retainer agreements may be terminated by either party with 30 days' notice to the end of the month.

(3) In the event of termination, Fluxward is entitled to remuneration for services rendered up to the date of termination.

§ 12 Force Majeure

For the duration of force majeure events, the affected parties are released from their performance obligations. The parties shall inform each other without delay and jointly seek solutions.

§ 13 Final Provisions

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

(2) The place of jurisdiction is, where legally permissible, the registered office of Fluxward (Wegberg).

(3) If individual provisions are or become invalid, the validity of the remaining provisions shall not be affected.

(4) The contract language is German. In the event of discrepancies, the German version prevails.