Terms and Conditions

Note on this translation

This is a convenience translation. Only the German version is legally binding.

§ 1 Scope and contracting party

(1) These General Terms and Conditions (GTC) apply to all offers, contracts and services of Scalableloops GmbH, Lohbruck 22, 84307 Eggenfelden, Germany (“Scalableloops”). They cover in particular AI training and workshops, consulting, the development of software, AI agents, RAG systems and voicebots, online marketing including GEO and SEO, and operation, hosting and maintenance.

(2) Our offers are directed exclusively at businesses within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (“Client”). We do not enter into contracts with consumers on the basis of these GTC.

(3) The Client’s contracting party is always Scalableloops GmbH, including where we use subcontractors (§ 10).

(4) The Client’s general terms and conditions apply only if we expressly agree to them in text form. This also applies if we perform in knowledge of such terms.

(5) The order of precedence is: (a) individually negotiated agreements, (b) the offer with its service description, (c) a data processing agreement where personal data are concerned, (d) these GTC, (e) statutory law.

§ 2 Conclusion of contract and form

(1) Our offers are non-binding unless the offer states a binding period.

(2) The contract is concluded when the Client accepts the offer in text form, for example by email, signature or electronic signature, or when we confirm an order in text form.

(3) Declarations, approvals and changes require text form (§ 126b BGB); email is sufficient. Individual agreements take precedence under § 305b BGB even if made orally.

§ 3 Scope of services

(1) The type and scope of services follow from the offer and the service description. The offer determines whether a service is owed as a work result (in particular software, systems, integrations) or as a service (in particular consulting, training, ongoing marketing support, operation and support).

(2) For services, we owe professional performance in line with the state of the art, but no particular commercial result. In particular, we do not promise specific conversion figures, lead volumes, revenue, rankings, reach or mentions in AI answer systems (such as ChatGPT, Gemini, Perplexity or Google AI Overviews) unless the offer contains an express commitment.

(3) In online marketing, we manage budgets, bids, audiences and campaigns independently within the agreed monthly budget and may shift budget between campaigns and platforms within that limit. Exceeding the monthly budget requires the Client’s prior approval in text form.

(4) Unless the offer provides otherwise, the fee does not include: advertising budgets and platform media costs, usage costs of AI models (such as API tokens), hosting, cloud and storage costs of external providers, third-party licence fees (such as stock material, fonts, SaaS subscriptions) and official fees. The Client bears these costs and, where possible, contracts directly with the providers. Advertising, analytics and platform accounts are held in the Client’s name; we work in them with granted access.

(5) Dates and deadlines are binding only if agreed as binding in text form; otherwise they are non-binding planning information. If a service is delayed because the Client’s cooperation is missing (§ 4), dates are postponed accordingly.

§ 4 Client’s cooperation

(1) The Client provides, in good time and free of charge, everything required for the services, in particular contact persons, information, data, brand material, access to systems and accounts, and approvals.

(2) The Client ensures that it holds the necessary rights to all content it provides to us (such as texts, images, logos, data) and that its use does not infringe third-party rights. It indemnifies us against third-party claims arising from a breach of this obligation for which it is responsible, including reasonable legal defence costs.

(3) If late or missing cooperation causes us verifiable additional effort, we may charge it at the agreed hourly rates. We notify the Client of the missing cooperation in text form beforehand. Further statutory rights (§§ 642, 643 BGB) remain unaffected.

§ 5 Changes to the scope of services

(1) Either party may propose changes to the scope. For change requests from the Client, we assess the impact on effort, fees and schedule and communicate it in text form. The change becomes binding once both parties have agreed to it in text form.

(2) In particular, additional correction rounds beyond the agreed number, new content and changes of conceptual direction count as an extension of the order. They are charged at the hourly rate or a separate fixed price.

(3) Within the order, we have creative and technical latitude. We take the Client’s wishes into account within the agreed scope.

§ 6 Acceptance of work results

(1) We notify the Client once a work result is complete. The Client reviews it within 14 days and declares acceptance if the result essentially conforms to the contract. Minor defects do not entitle the Client to refuse acceptance; they are remedied under the liability for defects.

(2) Under § 640(2) BGB, acceptance is deemed given if the Client does not refuse it within the period stating at least one defect. We point out this consequence in the completion notice.

(3) Where separable parts or modules are agreed, they can be accepted individually. If the Client puts a result into productive use without giving notice of defects, this also counts as acceptance.

§ 7 AI training and workshops

(1) Training sessions and workshops take place on the agreed date on site or online. Every participant receives a certificate of attendance stating the content and scope of the training.

(2) Our training helps the Client meet the AI literacy obligation under Article 4 of Regulation (EU) 2024/1689 (AI Act). The Client remains responsible for meeting this obligation within its own organisation. Training is not legal advice.

(3) If the Client cancels a firmly agreed date, we charge: nothing up to 28 days before the date; 25% from 27 to 14 days before; 50% from 13 to 7 days before; 75% from 6 days before, in each case of the fee agreed for the date. The Client may prove that we incurred no loss or a substantially lower loss. Instead of cancelling, the Client may name substitute participants free of charge or postpone the date once free of charge up to 14 days in advance.

(4) If a date is cancelled for reasons for which we are responsible (such as illness of the trainer), we offer a replacement date. If no replacement date is agreed within a reasonable period, we refund any fee already paid for that date.

§ 8 Fees and payment

(1) The prices in the offer apply. All prices are subject to statutory VAT. Time-based services are charged at the agreed hourly rates with a traceable activity record.

(2) Invoices are payable without deduction within 14 days of receipt unless the offer provides otherwise. Ongoing services (such as support, hosting, maintenance) are invoiced monthly in advance. Instalment payments by project progress may be agreed for projects.

(3) In case of late payment, statutory default interest and the lump sum under § 288(2) and (5) BGB apply.

(4) If the Client is in default with due payments, we may withhold further services until payment is received, after giving at least ten days’ notice in text form.

(5) The Client may only set off undisputed or finally established claims. This does not apply to counterclaims from the same contractual relationship, in particular for defects or completion costs.

§ 9 Rights of use

(1) Upon full payment of the fee owed, the Client receives a non-exclusive, non-transferable right, unlimited in time and territory, to use the work results created for it for the purposes of its own business. This includes the right to modify the results or have them modified by third parties. Until full payment, the Client may use the results provisionally; we may revoke this provisional right while the Client is in default of payment.

(2) For content clearly intended for publication by the Client (such as texts, graphics, campaign material, website content), the Client additionally receives the right to publish, reproduce and distribute it in all media. We do not use Client-specific content and configurations for other clients.

(3) Rights in pre-existing or generally usable components remain with us. These are in particular source code libraries, frameworks, module architectures, AI workflows, tools, templates and our methodological know-how. Where such components form part of work results, the Client receives the right of use under paragraph 1, limited to use together with the respective work result. We may reuse general insights and components that contain no Client-specific content.

(4) Independent platforms that we operate as software as a service (such as Momentsuite) are only made available for use, under a separate agreement. There is no entitlement to source code or self-hosting for them.

(5) The Client may not separately sell, rent or sublicense the work results to third parties. Use by affiliated companies (§ 15 German Stock Corporation Act) is permitted, as is transfer of the right of use together with the business or business unit in which the results are used. The Client notifies us of such a transfer in text form. A separate licence may be agreed for further use.

(6) Open-source components are governed primarily by their licence terms. We point out essential open-source components in the documentation.

(7) Data, content and accounts provided by the Client or collected on its behalf remain with the Client.

§ 10 Subcontractors

(1) We may use carefully selected subcontractors and are liable for their performance as for our own. No direct contractual relationship arises between the Client and our subcontractors.

(2) We bind subcontractors to confidentiality (§ 15) and data protection (§ 14). Where they process personal data of the Client, the rules on sub-processors in the data processing agreement apply.

§ 11 Liability for defects

(1) For work results, we are liable for defects under statutory law, subject to the following provisions.

(2) The Client gives notice of defects in text form, with a comprehensible description of how the defect manifests. Obvious defects must be notified within two weeks of acceptance, defects discovered later within two weeks of discovery. For merchants, § 377 of the German Commercial Code (HGB) remains unaffected where applicable.

(3) We first remedy defects by subsequent performance, at our choice by repair or re-creation. If subsequent performance fails, the Client may, in accordance with statutory law, reduce the fee, withdraw from the contract, remedy the defect itself and claim reimbursement of the necessary expenses, or claim damages under § 13.

(4) Claims for defects become time-barred twelve months after acceptance. This does not apply to claims based on intent, fraudulent concealment or a guarantee, nor to claims for damages under § 13(1); the statutory periods apply to those.

(5) There is no defect if an error results from the Client or third parties modifying the result without our consent, from use in an environment not agreed, or from external services (such as AI models, platforms, third-party interfaces) changing their behaviour after acceptance. We adapt to such changes under a maintenance contract or on a time-and-materials basis.

§ 12 AI systems and AI output

(1) AI systems work with probabilities. Even with careful development and configuration, they can produce factually wrong statements (“hallucinations”), bias or content that affects third-party rights. We develop and configure AI systems in line with the state of the art and document their known limitations. We do not owe error-free results in every individual case unless expressly agreed otherwise.

(2) Where the Client uses an AI system in its business, it is the deployer within the meaning of Regulation (EU) 2024/1689. It is responsible for that use, in particular for human oversight, transparency obligations towards affected persons and the assessment of risks during operation. We give a recommendation on the risk classification under the AI Act and support the Client to the agreed extent. This recommendation is not legal advice.

(3) The Client reviews AI output (such as texts, images, videos, answers, classifications, budget proposals) before publication or further use, unless it is agreed that we carry out this review. If the Client approves content or activates a pipeline that publishes content automatically, the Client is responsible for that content towards third parties.

(4) We are not liable for consequences outside our control, in particular account suspensions, changes in reach or visibility caused by automated decisions of platforms and AI providers, changes to platform policies, or tracking failures on the Client’s side. This does not apply where we are responsible for them; in that case § 13 applies.

(5) The Client indemnifies us against third-party claims arising from content it has approved or published automatically under paragraph 3, including reasonable legal defence costs. This does not apply where we are responsible for the infringement.

§ 13 Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulently concealed defects, to the extent of any guarantee given and under the German Product Liability Act.

(2) For slightly negligent breach of an essential contractual obligation, our liability is limited to the typical damage foreseeable at the time the contract was concluded. Essential obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely.

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

(4) For loss of data, we are only liable up to the effort that would have been required for restoration had the Client backed up its data properly and regularly. This does not apply where data backup is part of our contractual services.

(5) These limitations of liability also apply to our officers, employees and vicarious agents.

§ 14 Data protection

(1) Both parties comply with applicable data protection law, in particular the GDPR and the German Federal Data Protection Act (BDSG).

(2) Where we process personal data on behalf of the Client, the parties conclude a data processing agreement under Article 28 GDPR before processing starts. It is based on our template; we review templates provided by the Client.

(3) The Client remains the controller within the meaning of the GDPR for these data. How we process personal data as a controller ourselves is set out in our privacy policy at scalableloops.ai/en/datenschutz/.

§ 15 Confidentiality and references

(1) Each party treats the other party’s confidential information as confidential and uses it only for the collaboration. Confidential information includes in particular offers, calculations, strategies, performance data, source code, concepts and trade secrets.

(2) This obligation applies during the collaboration and for three years thereafter, and for trade secrets within the meaning of the German Trade Secrets Act (GeschGehG) for as long as they remain trade secrets.

(3) Excluded is information that is publicly known or becomes public without fault of the receiving party, that was already lawfully known to the receiving party, or that it must disclose under a statutory or official obligation.

(4) We name the Client as a reference (name, logo, project description, case study) only with its consent in text form. Without consent, we may describe the type of service in anonymised form so that the Client cannot be identified.

§ 16 Non-solicitation

(1) During the collaboration and for twelve months thereafter, the Client will not actively solicit employees or permanently engaged freelancers who worked for it. Applications in response to general job advertisements are not covered.

(2) If the Client culpably breaches paragraph 1, it pays a contractual penalty whose amount we determine at our reasonable discretion and which the competent court may review in the event of a dispute. The penalty is credited against any claim for damages.

§ 17 Term and termination

(1) Ongoing services (such as marketing support, hosting, maintenance, support) run for an indefinite period and may be terminated by either party with three months’ notice to the end of a month, unless the offer provides for a minimum term or a different period.

(2) For work results, the Client’s statutory right of termination under § 648 BGB applies. If the Client terminates, we receive the agreed fee less saved expenses and other earnings.

(3) Both parties’ right to terminate for good cause remains unaffected. Terminations require text form.

(4) When the contract ends, we provide the Client’s data on request in a common format (such as CSV, JSON or SQL) and then delete them unless a retention obligation applies. Migrations, interfaces to successor systems and handover training are charged on a time-and-materials basis. The rights of use under § 9 are not affected by the end of the contract.

§ 18 Force majeure

If we or the Client cannot perform because of events outside our control, such as natural disasters, pandemics, war, strikes, official measures or large-scale outages of cloud and AI providers, the affected obligations are suspended for the duration of the obstacle plus a reasonable start-up period. If the obstacle lasts longer than three months, either party may terminate the affected contract.

§ 19 Changes to these GTC

(1) For ongoing services (§ 17(1)), we may amend these GTC with effect for the future where changes in legislation, case law or new service features require it. We do not change main obligations or fees in this way.

(2) We announce changes in text form at least six weeks before they take effect. If the Client does not object within four weeks of receipt, the changes are deemed accepted. We point out this consequence and the right to object separately in the notice. If the Client objects, the previous GTC continue to apply; either party may then terminate the contract with ordinary notice.

§ 20 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) 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 arising from the contractual relationship is the registered office of Scalableloops GmbH in Eggenfelden. We may also sue at the Client’s general place of jurisdiction.

(3) In case of disagreement, both parties first seek an amicable solution through discussion. The right to go to court remains unaffected.

(4) The Client may transfer rights under the contract to third parties only with our consent in text form. § 354a HGB remains unaffected.

(5) If a provision of these GTC is invalid, the remainder of the contract remains valid. The invalid provision is replaced by statutory law (§ 306 BGB).

Version

GTC of Scalableloops GmbH, version 2.0, as of 4 October 2026. They replace version 1.2 of 21 May 2026 for all contracts concluded from that date.

Scalableloops GmbH · Registered office: Lohbruck 22, 84307 Eggenfelden, Germany · Visitor address: Hopfenstraße 8, 80335 Munich · Local Court (Amtsgericht) Landshut, HRB 15329 · VAT ID DE461370100 · Managing directors: Jeremias Burger, Nikolai Schöbel · hello@scalableloops.ai · +49 151 15765566

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