Legal

General Terms and Conditions

Version: August 2026

§ 1 Scope

(1) These terms apply to contracts between Grünhage AI GmbH, Maria-Matray-Strasse 18, 10318 Berlin, and the customer concerning consulting, workshop, training and development services.

(2) These terms are addressed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

(3) Deviating, conflicting or supplementary terms of the customer become part of the contract only if Grünhage AI has expressly agreed to their application in writing.

(4) Individual agreements between Grünhage AI and the customer take precedence over these terms.

§ 2 Formation of contract

(1) Offers made by Grünhage AI are subject to change and non-binding unless they are expressly marked as binding.

(2) A contract is formed by the customer's written acceptance of an offer (email is sufficient), by both parties signing a contract, or by payment of the fee stated in the offer.

(3) Where acceptance takes place by payment, these terms are deemed accepted. The current version of these terms is available at gruenhage.ai/agb; the version in force at the time the contract is formed will be provided to the customer on request.

(4) Where an offer states a validity period, it expires at the end of that period.

§ 3 Nature of the services

(1) The services rendered by Grünhage AI are services within the meaning of the German Civil Code. What is owed is the diligent performance of the agreed activity, not a particular result or commercial success.

(2) In particular, Grünhage AI gives no warranty for AI-generated results. The use of such AI-generated results is the customer's responsibility.

(3) The nature, scope and period of the services follow from the respective offer or individual agreement.

(4) Grünhage AI is entitled to change the scope of services where mandatory legal requirements make this necessary, where the change is advantageous to the customer, or where the adjustments are purely technical. Material changes to the services require the customer's consent.

§ 4 Fees and payment terms

(1) The fee follows from the respective offer. All prices are in euros net plus statutory value added tax.

(2) For workshops, trainings and courses, the fee is due in full before performance begins unless otherwise agreed. A date is reserved bindingly only once payment has been received in full.

(3) For consulting and implementation projects, invoices are due for payment without deduction within 14 days of the invoice date unless otherwise agreed.

(4) In the event of late payment, Grünhage AI charges default interest of 9 percentage points above the base rate. The right to claim further damages caused by default remains reserved. Where payment is more than 30 days late, Grünhage AI is entitled to suspend performance.

(5) The customer may set off only against claims that are undisputed or have been established with final legal effect.

§ 5 Dates

(1) Agreed dates are reserved bindingly once payment has been received.

(2) Grünhage AI renders the service by holding the agreed session. If the customer or an individual participant does not attend a session, this does not affect the claim to the fee; no refund is given.

(3) Naming replacement participants is possible free of charge at any time.

(4) Grünhage AI is entitled to postpone dates for good cause, in particular in the event of illness, technical failure or force majeure. In such a case a replacement date will be offered promptly. The customer has no claim for damages in this case.

(5) For open cohorts, § 5a applies in addition.

§ 5a Open cohorts

(1) Open cohorts are programmes that Grünhage AI runs on fixed dates for participants from different customers. Booking is per participant and per module; the smallest booking unit is two modules. The fee is due before performance begins in accordance with § 4 (2).

(2) Before the cohort begins, the customer provides a participant list with the names and email addresses of the participating individuals. Grünhage AI uses this information to communicate with the participants and to issue the certificates of attendance. Upon submission, the number of participating individuals is fixed and forms the basis of invoicing. The formation of the contract is governed by § 2.

(3) The customer may add to the participant list at any time up to the number of participants booked, and may replace named participants with other individuals at any time free of charge. Certificates of attendance are issued in the name most recently notified.

(4) There is no claim to make up a missed session. Grünhage AI offers participants who miss a session a place in a parallel cohort or the recording where possible. Feedback on practical assignments and answers to questions are provided independently of attendance at the live session.

(5) A cohort takes place from ten participants onwards. If this number is not reached, Grünhage AI will give notice no later than two weeks before the first date. In that case the customer chooses whether the booking is transferred to the next cohort or the contract is unwound and the fee already paid is refunded in full.

(6) Cohorts are held in German unless the description of the respective cohort states otherwise.

§ 6 Term and termination

(1) Contracts for individual services end upon performance of the agreed service.

(2) Contracts for ongoing services are concluded for the minimum term agreed in the offer. After expiry they are extended automatically by one further month at a time unless terminated with 4 weeks' notice to the end of the respective extension period.

(3) The right to terminate without notice for good cause remains unaffected. Good cause exists in particular where the other party repeatedly breaches material contractual obligations despite a warning, or where insolvency proceedings are opened over its assets or rejected for lack of assets.

(4) Any termination must be in text form (email is sufficient).

(5) Upon termination of the contract, all rights of use granted to the customer in ongoing services lapse immediately. Rights of use in work results already handed over pursuant to § 8 (2) remain unaffected.

§ 7 Performance and cooperation

(1) Grünhage AI is entitled to deploy an equivalently qualified replacement if the designated consultant or trainer is unavailable. Grünhage AI will inform the customer of this in advance.

(2) The customer provides the information, access and resources required for performance in good time. Delays caused by a lack of cooperation on the customer's part are not to the detriment of Grünhage AI.

(3) Services are provided remotely by default. On-site services are agreed separately; travel costs (rail second class, hotel up to EUR 150 per night, car EUR 0.30 per kilometre) are charged in addition.

(4) The customer is obliged to use the service and the work results only for the agreed purposes and in accordance with applicable law. In particular, the customer may not use the services to infringe third-party rights, to breach official orders, or to develop competing offerings on the basis of the work results of Grünhage AI.

(5) If the customer culpably fails to perform a required act of cooperation, or fails to perform it in good time or in the agreed manner, the customer bears the additional costs arising from this.

§ 8 Copyright and intellectual property

(1) All training and workshop materials created by Grünhage AI are protected by copyright. Grünhage AI grants the customer a simple, non-transferable right of use for internal purposes. Passing them to third parties, reproducing them or making them publicly available is prohibited without prior written consent.

(2) Work results created specifically for the customer pass into the customer's right of use upon payment in full. Grünhage AI retains the right to continue using the general insights, methods and tools gained in the process.

(3) Where third-party AI tools are used in the course of performance, the terms of use of the respective provider apply in addition. Grünhage AI points out that AI-generated content may not be protected by copyright.

(4) Data and content provided by the customer remain the customer's property. Where AI-supported work results are created specifically for the customer, the right of use in them is governed by paragraph 2. General prompts, methods, workflows and non-customer-specific AI output remain with Grünhage AI.

§ 9 Recording and AI-assisted transcription

(1) In consulting sessions, workshops and trainings, Grünhage AI uses AI-assisted tools for recording and transcription by default. The purpose is quality assurance, documentation and follow-up of the services.

(2) All participants are informed before the start. Recording and transcription take place on the basis of the legitimate interest of Grünhage AI in efficient documentation. Every participant may object to being recorded.

(3) Recordings and transcripts are used exclusively for the stated purposes, are not passed to third parties, and are deleted once follow-up is complete, at the latest after 90 days.

(4) Video, audio or image recordings made by the customer require the prior written consent of Grünhage AI.

§ 10 Confidentiality and data protection

(1) Both parties undertake to keep confidential all confidential information obtained and to use it only for the purposes of the cooperation. This obligation continues beyond the end of the contract.

(2) Excluded from the confidentiality obligation is information that was already publicly known at the time of disclosure, that was already known to the receiving party beforehand, that must be disclosed on the basis of statutory obligations, or whose disclosure the other party has consented to in writing in advance.

(3) Grünhage AI processes personal data in accordance with the GDPR and applicable data protection law. Development and testing take place in protected environments. Access to the customer's systems takes place only after prior agreement.

(4) Personal data of the customer is processed in third-party AI tools only after prior agreement. Where required, a separate data processing agreement is concluded.

(5) Where Grünhage AI stores customer data, it remains the customer's property. Grünhage AI has no duty of safekeeping or retention beyond the term of the contract.

(6) Where performance involves access to the customer's systems, a separate non-disclosure agreement may be concluded.

§ 11 Warranty

(1) The provisions of service contract law apply. Grünhage AI owes the diligent performance of the agreed service in line with the current state of the art and practice.

(2) Grünhage AI gives no warranty that the customer's commercial expectations will materialise. The success of AI implementations depends on numerous factors outside its sphere of influence.

(3) Without express written confirmation, Grünhage AI assumes no additional guarantees.

(4) Any claims for damages are subject to the limitations in § 13.

§ 12 Indemnification

(1) The customer indemnifies Grünhage AI against all third-party claims arising from unlawful use of the services, from a breach of obligations, or from an infringement of third-party rights. This also covers reasonable costs of legal defence.

(2) The indemnity does not apply where the infringement is based on intentional or grossly negligent conduct by Grünhage AI.

§ 13 Liability

(1) Grünhage AI is liable without limitation in cases of intent and gross negligence, and for damage arising from injury to life, body or health.

(2) In cases of slight negligence, Grünhage AI is liable only for breaches of material contractual obligations. In such cases liability is limited to the foreseeable damage typical of the contract, and in any event to the amount of the fee agreed for the respective project.

(3) Liability for indirect damage, loss of profit and loss of data is excluded in cases of slight negligence.

(4) Grünhage AI remains free to raise the defence of contributory negligence by the customer.

(5) The above limitations of liability also apply for the benefit of the employees, representatives and vicarious agents of Grünhage AI.

§ 14 No legal advice

Grünhage AI does not provide legal advice. Information on legal topics serves general orientation only and does not replace advice from a lawyer.

§ 15 Use as a reference

(1) Grünhage AI is entitled to name the customer and use the customer's logo as a reference on its own website and in marketing materials, unless the customer objects.

(2) The customer may object to such reference use at any time without formality.

§ 16 Force majeure

(1) Neither party is liable for non-performance or delayed performance of obligations to the extent that this is caused by force majeure. Force majeure includes in particular natural disasters, pandemics, epidemics, official orders, strikes, cyber attacks and sustained disruption of telecommunications infrastructure.

(2) The affected party informs the other party without undue delay of the occurrence and the expected duration of the impediment. Both parties are obliged to minimise the effects where possible.

(3) If the force majeure event lasts longer than 8 weeks, either party is entitled to withdraw from the contract. Services already rendered are invoiced pro rata.

§ 17 Service quality and feedback

Grünhage AI asks for voluntary feedback after trainings and workshops in order to continuously improve the quality of its services.

§ 18 Amendments to these terms

(1) Grünhage AI is entitled to amend these terms for good reason. Grünhage AI will inform the customer of material amendments in text form.

(2) The amended terms are deemed agreed if the customer does not object within one month of receiving the notification. When giving notice, Grünhage AI will draw the customer's attention to this objection period.

(3) If the customer objects to an amendment within the period, Grünhage AI is entitled to terminate the contract with 3 months' notice to the end of a month.

(4) Changes to the agreed service content and fees require the customer's express consent.

§ 19 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 exclusive place of jurisdiction for all disputes is Berlin, provided the customer is a merchant, a legal entity under public law or a special fund under public law.

(3) Notices are given by email to the address last known. The customer is obliged to notify changes to its contact details without undue delay.

(4) Amendments and additions to these terms must be in writing. This also applies to any waiver of this written form requirement.

(5) Should any provision of these terms be invalid, the validity of the remaining provisions remains unaffected. In place of the invalid provision, a valid provision is deemed agreed that comes closest in economic terms to what the parties intended.

(6) These terms are drawn up in German. A version provided in another language serves solely as a translation aid; only the German version is binding. The German version is available at gruenhage.ai/agb.

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