General Terms and Conditions of MULTIPLAI GmbH

§ 1 Scope

These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all business relationships of MULTIPLAI GmbH, Mergenthaler Allee 73-75, 65760 Eschborn, Germany, Tel.: +49 (0) 175 / 5766487, Email: info@multiplai.de (hereinafter referred to as “MULTIPLAI” or ‘we’). They apply to all our business relationships with our customers (hereinafter referred to as “customer”). These GTC only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. An entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, is acting in the exercise of their commercial or independent professional activity. We only recognize terms and conditions of the customer that conflict with or deviate from our GTC if we expressly agree to their validity in writing.
Unless otherwise agreed, the GTC in the version valid at the time of conclusion of the contract or, in any case, in the version last communicated to the customer in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.
Individual agreements made with the customer in individual cases (including collateral agreements, supplements, and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a contract or our confirmation, either in writing or in text form, shall be decisive for the content of such agreements.
Legally relevant declarations and notifications by the customer in relation to the contract (e.g., setting deadlines, notification of defects, assertion of warranty rights) must be made in writing. Written form within the meaning of these GTC includes written and text form (e.g., letter, email, fax). Statutory formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the declarant, remain unaffected.
References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

§ 2 Subject matter of the contract and description of services

MULTIPLAI provides consulting and other services in the areas of digitalization, data management, and artificial intelligence (AI) (hereinafter: “Services”). The scope of services includes, in particular, strategic and operational support for companies in the analysis, planning, implementation, and optimization of technology-based transformation projects.
The Services include, in particular, but are not limited to, the following areas of activity:
1. Development and implementation of data and AI strategies (Data & AI Strategy),
2. Consulting in the area of complex program management and coordination (Complex Program Management),
3. Analysis and increase of operational value creation (Value Creation),
4. Design and further development of IT architectures and implementation of cloud solutions (Architecture & Cloud),
5. Support for transformation projects (Transformation Management),
6. Consulting and implementation in the area of Generative AI (GenAI),
7. Development and optimization of operating and target operating models (Operating Model),
8. Consulting on the selection, introduction, and scaling of technological platform solutions (Platform),
9. Consulting in the areas of cybersecurity and data protection (Cybersecurity),
10. Support in procurement management (Procurement),
11. Assumption and organization of Project Management Office (PMO) tasks.
The specific content, scope, and time frame of the services to be provided shall be specified in writing in the respective individual contract.
Responsibility for project management and project success lies with the customer.
MULTIPLAI shall provide the services with the greatest possible care, in accordance with the current state of the art technology, applicable at the time of conclusion of the contract, unless deviating requirements have been agreed in the scope of work. MULTIPLAI shall take into account, after consultation and insofar as technically feasible and reasonable in individual cases, general process descriptions and industry standards as well as, where applicable, specific provisions, methods, and application practices of the customer.
In performing the services owed under the contract, MULTIPLAI shall act on its own responsibility and shall not be subject to any instructions from the customer with regard to the type of service provision, the place of service provision, or the time of service provision. The performance of the service may – depending on the order or project – require, for example, work at a different location or the use of work equipment available there (e.g., the customer's hardware and software).
MULTIPLAI is free to choose the persons it employs to provide services. MULTIPLAI will employ appropriately qualified and reliable personnel to provide services. The customer has no right to request a specific MULTIPLAI employee.
MULTIPLAI is entitled to use third parties to provide services without having to obtain the customer's consent in each individual case.

§ 3 Customer's obligations to cooperate

The customer undertakes as an essential contractual obligation to support MULTIPLAI in the best possible way in the performance of the service. The customer's obligations to cooperate include, in particular, the provision, free of charge and in a timely manner, of all resources, information, data, disclosures, approvals, and documents necessary for the successful performance of the service, as well as an appropriate infrastructure, including workstations, IT, communication, and other facilities. In addition, the customer shall allow MULTIPLAI employees access to its business premises during business hours to the extent necessary.
The customer is obliged to protect data stored on its premises by means of proper data backup. This also applies insofar as data from MULTIPLAI is stored on the customer's systems.
The customer shall appoint a contact person and a deputy as permanent points of contact for all matters relating to the project or the agreed service. These persons shall be in a position to either make all decisions relating to the project or the agreed services themselves or to bring about such decisions in a timely manner. In addition, the customer shall provide those employees whose special knowledge is necessary for the implementation of the project.
If the customer fails to fulfill its obligations to cooperate and MULTIPLAI is therefore unable to complete its services in whole or in part within the agreed time, the agreed period shall be extended appropriately. Any additional expenses incurred and proven by MULTIPLAI shall be remunerated separately on the basis of the agreed terms and conditions, without prejudice to any further rights of MULTIPLAI.

§ 4 Force majeure

In cases of force majeure, the party affected shall be released from its obligation to perform for the duration and to the extent of the impact. Force majeure is an external event beyond the control of the company, caused by elemental forces of nature or other unusual environmental events or actions of third parties, which is unforeseeable according to human understanding and experience, cannot be prevented or rendered harmless by economically reasonable means, even with the utmost care that can reasonably be expected in the circumstances, and cannot be accepted due to its frequency.
If one of the parties recognizes that it is permanently unable to perform its services due to the effects of an event of force majeure, it must notify the other party immediately and the parties must carry out a change request procedure. The parties may terminate this contract if the event of force majeure lasts longer than six (6) months and the parties have been unable to reach a mutually agreeable contract adjustment.

§ 5 Change Request

The customer is entitled to request changes to the commissioned service (change request) that go beyond the previous order if these are feasible and reasonable for MULTIPLAI. These must be communicated to MULTIPLAI in writing as early as possible and in sufficient detail.
MULTIPLAI shall promptly confirm receipt of a change request to the customer. MULTIPLAI shall review the change requests and notify the customer of the result of the review and the resulting costs and postponements of the project schedule in the form of a binding offer in writing within five (5) business days of receipt of the change request.
The customer shall review the offer within five (5) business days of receipt. If the customer accepts the offer, the changes shall become part of the contract. MULTIPLAI shall adapt all work results to the changes. If the customer does not accept the offer, the parties shall continue the project unchanged.

§ 6 Remuneration and terms of payment

MULTIPLAI's services shall be invoiced on the basis of time and material expenditure, unless otherwise agreed in individual cases. Details of the agreed remuneration are set out in the order confirmation. The final remuneration and final expenses are listed in MULTIPLAI's invoices to the customer and are based on a time or service record prepared by MULTIPLAI. Unless otherwise agreed, the daily rates or prices quoted for consulting days refer to 8-hour days, whereby the services in the first calendar week of a month are invoiced with a time or service record for the previous month.
MULTIPLAI is also entitled to reimbursement of the necessary and proven expenses incurred in providing the services, including travel expenses.
Unless expressly agreed otherwise, all prices are subject to the applicable statutory value added tax.
The services rendered shall be invoiced monthly in arrears. Invoices are due for payment immediately after invoicing without deduction. The invoices shall contain details of the number of working days performed by each employee, stating the date of performance, the daily rate of the respective employee, and a description of the services invoiced and expenses to be reimbursed.
Payment shall be deemed to be in default on the 30th day after the due date without the need for a separate reminder. During the period of default, interest shall be charged on the remuneration at the applicable statutory default interest rate.

§ 7 Rights of use

The customer shall receive a spatially and temporally unlimited, non-transferable, simple right of use to the work results created by MULTIPLAI for the customer within the scope of its contractual service obligations. The customer is obliged to use these work results exclusively for its own internal purposes. Any use beyond this requires the express written consent of MULTIPLAI. The granting of exclusive rights of use may be granted in individual cases, but requires an express agreement.
The transfer of rights is subject to the condition precedent of full payment of the remuneration owed in accordance with § 6. The granting of a provisional right of use, which does not entail a transfer of rights in accordance with this § 7, is possible by separate agreement.
All rights to MULTIPLAI's tools and methods remain with MULTIPLAI. This applies, for example, to know-how, preliminary work, drafts, concepts, presentations, programs and software, results or other work materials or work results of MULTIPLAI to which the customer is not granted rights in accordance with this paragraph §7 1). Insofar as their use is necessary for the contractual use of the work results owed, MULTIPLAI grants the customer a non-transferable, simple right of use limited to the period of contract execution.

§ 8 Warranty

Insofar as warranty claims arise, MULTIPLAI warrants that the work results are free of material defects. At the time of acceptance, subsequent changes in the legal situation will not be taken into account.
If the customer discovers defects in the service, they must notify MULTIPLAI immediately in writing. MULTIPLAI undertakes to remedy the reported defects within a reasonable period of time.
The customer shall have no warranty claims in the event of only insignificant deviations from the agreed quality or only insignificant impairment of the service, or in the event of a defect based on information and data material provided by the customer.
MULTIPLAI shall remedy any existing defects of title without delay. MULTIPLAI may, at its own discretion, either modify the service in question or replace it with an equivalent service that is acceptable to the customer and free of defects of title.
The customer's warranty claims shall expire one year after delivery of the respective work result. The liability provisions of § 11 remain unaffected.

§ 9 Third-party property rights

If a third party asserts against the customer that a service provided by MULTIPLAI infringes industrial property rights or copyrights, the customer is obliged to inform MULTIPLAI of this in writing without delay. In the event of a legal claim, the customer is also obliged to notify MULTIPLAI of the dispute. In any case, the customer and MULTIPLAI shall agree on a joint defense against such claims by third parties and shall support each other to the best of their ability. The customer may only assert settlement amounts paid to third parties or comparable concessions against MULTIPLAI if MULTIPLAI has agreed to this settlement in advance in writing. Judicial or extrajudicial settlements with third parties must always be concluded with a corresponding confidentiality obligation. They may not be disclosed in any way to third parties not involved in the settlement.
MULTIPLAI shall not be liable for infringements of industrial property rights or copyrights caused by a change in the work results or services of MULTIPLAI by the customer or by third parties commissioned by the customer. Furthermore, MULTIPLAI shall also not be liable for infringements of industrial property rights or copyrights if these result from the use of the work results or services in a manner not in accordance with the contract.
If MULTIPLAI, in consultation with the customer, assumes sole responsibility for defending against claims asserted by third parties, MULTIPLAI reserves the right to decide whether and how to conduct legal proceedings or reach an out-of-court settlement. The customer is obliged to provide MULTIPLAI with appropriate support and, in particular, to provide MULTIPLAI with all information necessary for an appropriate defense.
In the event of an infringement of industrial property rights or copyrights, MULTIPLAI shall, at its own discretion and expense, either design its services to be free of infringements or procure the necessary rights for the customer to use the services. If this is not possible under economically reasonable conditions, MULTIPLAI shall withdraw the services concerned and reimburse the customer for any payments made by him for these services, less a reasonable usage fee.

§ 10 Reference listing

If the customer has agreed to be listed for reference purposes, MULTIPLAI may include the customer and its logo in its customer lists, newsletters, and other advertising materials and describe the services provided to the customer in general terms, subject to any confidentiality obligations. Furthermore, MULTIPLAI and the customer may not use each other's names or logos in advertising materials without obtaining the prior consent of the other party.

§ 11 Liability

In the event of intent and gross negligence, MULTIPLAI shall be liable in accordance with the statutory provisions.
In the event of simple negligence, MULTIPLAI shall only be liable if it involves a breach of a material contractual obligation. In this case, MULTIPLAI's liability shall be limited to the foreseeable damage typical for this type of contract. An essential contractual obligation is an obligation whose fulfillment is essential for the proper execution of a contract and on whose compliance the other party may regularly rely.
Claims for damages under the Product Liability Act (Produkthaftungsgesetz) and in the event of injury to life, limb, or health remain unaffected by the above limitations of liability.
The above exclusions and limitations of liability apply to the same extent in favor of legal representatives, employees, and vicarious agents of MULTIPLAI.
MULTIPLAI shall only be liable for the loss of stored data if the customer has ensured through proper data backup that this data can be reconstructed with reasonable effort. In this respect, liability shall be limited to the amount of the necessary restoration costs.

§ 12 Contract term and termination

The contract shall come into effect on the date of commencement of services specified in the offer or upon confirmation of the order by MULTIPLAI. Acceptance of the contract must be made in writing and signed by the persons authorized to sign, whereby text form is sufficient.
Each party is entitled to terminate the contract with a notice period of 4 weeks to the end of the respective calendar month. The timeliness of the termination shall be determined by the date of receipt by the other party.
The right of both parties to terminate the contract without notice for good cause remains unaffected.
Any termination must be made in writing and signed by the persons authorized to sign, whereby text form is sufficient.
Following termination in accordance with § 12 (2) or (3), MULTIPLAI shall immediately or in accordance with a schedule agreed with the customer cease all work to fulfill the service in question and make all services rendered up to the end of the contract available to the customer in a suitable form. The customer shall pay the agreed price for the services received from MULTIPLAI up to the end of the contract. If the customer terminates the contract for reasons for which MULTIPLAI is responsible, they shall only pay the price for those parts of the services that are usable for them.
MULTIPLAI shall return or delete any work and business documents and other work materials provided to it immediately and without request after the end of the contract. The assertion of a right of retention in this regard is excluded. Electronic data must be deleted in its entirety. This does not apply to documents and data that are subject to a longer statutory retention period, but only until the end of the respective retention period. MULTIPLAI shall confirm the deletion to the customer in writing upon request.

§ 13 Confidentiality and data protection

Both parties shall ensure that all relevant legal regulations for the protection of the other party's trade secrets are complied with during the execution of the contract. For this purpose, the parties shall conclude a separate confidentiality agreement. In particular, they shall ensure that their employees and the third parties they engage to perform the contract comply fully with the relevant data protection regulations and the provisions of the German Trade Secrets Act (GeschGehG), also with regard to the data protection interests of the other party.
MULTIPLAI and the customer shall comply with the data protection regulations. In particular, they shall only use persons to perform services who have previously been bound in writing to data secrecy in accordance with Art. 32 (4) of the European General Data Protection Regulation (GDPR).
If MULTIPLAI processes personal data on behalf of the customer in the course of providing services, the customer shall conclude an agreement with MULTIPLAI on commissioned data processing in accordance with Art. 28 EU GDPR.

§ 14 Final provisions

The customer will be notified of any changes to these GTC by email. MULTIPLAI will inform the customer of any changes at least one month before they are due to take effect and obtain the customer's consent. If the customer does not object to the changes within two weeks of receiving notification, the changes shall be deemed to have been agreed. Otherwise, they may terminate the contract before the expiry of the deadline by written declaration, by post or email. The customer will be informed separately of their right of objection and the legal consequences of silence in the event of a change to the GTC.
These GTC and the contractual relationships between MULTIPLAI and the customer are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC or individual contracts is Frankfurt am Main. However, MULTIPLAI is also entitled in all cases to bring an action at the place of performance of Services in accordance with these GTC or a prior individual agreement, or at the customer's general place of jurisdiction. Prevailing statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.
Should individual provisions of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by mutual agreement between the contracting parties by a provision that comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision shall apply mutatis mutandis to any loopholes in the provisions.