General terms and conditions

1. (1)
   These general terms and conditions (GTC) apply to all contracts for consulting, analysis, development, automation and website services as well as for operation, maintenance and hosting between Davyd Pavlovskyi, trading as “OutreachLab”, Trabener Str. 85D, 14193 Berlin, Germany (“we”), and our customers.
2. (2)
   Our services are aimed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. We do not enter into contracts with consumers (§ 13 BGB).
3. (3)
   The customer’s general terms and conditions do not become part of the contract unless we expressly agree to them in text form.
4. (4)
   Individual agreements made in a specific case, in particular in the quote, take precedence over these GTC (§ 305b BGB).

1. (1)
   The presentation of our services on the website is non-binding. Prices stated on the Pricing page (“from …”) and the estimate of the cost of the customer’s manual work calculated there, based on the customer’s input, are a non-binding indication; they are neither a quote, i.e. an offer in the legal sense, nor a cost estimate (Kostenanschlag). On the Websites page, the customer chooses an industry and features for a website; no price is stated there, and this selection is likewise non-binding.
2. (2)
   Enquiries via the contact form, the Websites page or the Pricing page are non-binding. Submitting them does not conclude a contract.
3. (3)
   Only our written quote is binding; text form (e.g. email or PDF) is sufficient. We are bound by the quote for the period stated in it.
4. (4)
   The contract is concluded when the customer accepts our quote in text form within this period. If the customer accepts the quote late or with changes, the contract is only concluded upon our confirmation in text form.

1. (1)
   The type, scope and dates of our services are set out in the quote and the service description it contains.
2. (2)
   Analysis, conception and consulting services are services (§§ 611 et seq. BGB). Creating custom software, automations and websites with an agreed result is a contract for work (§§ 631 et seq. BGB). Operation, maintenance and hosting are continuing obligations (§ 12).
3. (3)
   We provide our services in accordance with the state of the art recognised at the time the contract is concluded. We may engage qualified subcontractors; we are liable for their services as for our own. Where personal data of the customer is processed in this context, § 16 applies.
4. (4)
   Dates are only binding if they are expressly designated as binding in the quote.

1. (1)
   The customer supports us in providing the services. In particular, the customer provides the necessary information, content, access and test data in good time, names a knowledgeable contact person and makes necessary decisions promptly.
2. (2)
   Test data should be anonymised or pseudonymised wherever possible. The customer backs up its data at appropriate intervals unless data backup is expressly part of our services.
3. (3)
   If the customer fails to meet its obligations to cooperate, or fails to do so in time, the affected dates are postponed accordingly. We charge the resulting additional effort on a time-and-materials basis; further statutory rights (§§ 642, 643 BGB) remain unaffected.

1. (1)
   If the customer wishes to change the agreed scope of services, it informs us in text form. We review the change request and state its effect on effort, remuneration and dates.
2. (2)
   The change becomes binding once the parties have agreed on it in text form. Until then, we continue working on the basis of the existing contract.

1. (1)
   All prices are net plus statutory VAT at the applicable rate (currently 19%).
2. (2)
   An agreed fixed price applies to the scope of services described in the quote. Services outside this scope and services on a time-and-materials basis are charged at the rates stated in the quote.
3. (3)
   Third-party costs, e.g. for licences, APIs, AI services or hosting with third-party providers, are borne by the customer unless they are expressly included in the quote.

1. (1)
   The payment schedule, e.g. a down payment and instalments by milestone, is set out in the quote. Recurring fees for operation and maintenance are invoiced as set out in the quote.
2. (2)
   Unless otherwise agreed in the quote, invoices are payable without deduction within 14 days of the invoice date.
3. (3)
   In the event of late payment, the statutory provisions apply (§§ 286, 288 BGB).
4. (4)
   If the customer is in default with a payment due, we may withhold further services until payment is received after giving notice in text form and allowing a reasonable period to expire.

1. (1)
   We make work results available for acceptance once completed. The customer reviews them within a reasonable period that we notify and declares acceptance in text form. Partial acceptance may be agreed for self-contained parts, such as milestones.
2. (2)
   Acceptance may not be refused because of insignificant defects (§ 640(1) sentence 2 BGB). We remedy any defects found in accordance with the rights in respect of defects (§ 10).
3. (3)
   The work is deemed accepted if, after completion, we have set the customer a reasonable period for acceptance and the customer has not refused acceptance within this period, stating at least one defect (§ 640(2) BGB).

1. (1)
   Upon full payment of the agreed remuneration, the customer receives the exclusive, transferable right, unlimited in time, territory and content, to use, reproduce and modify the work results created specifically for it, including the source code.
2. (2)
   For pre-existing or generally usable components – e.g. our own libraries, templates or tools that we also use in other projects – the customer receives a non-exclusive, perpetual and transferable right of use to the extent necessary to use the work results.
3. (3)
   Open-source components are subject to their respective licence terms, which take precedence in this respect. On request, we provide an overview of the components and licences used.
4. (4)
   Until full payment, we permit use of the work results on a revocable basis. We may only revoke this permission if the customer is in default with a payment due and a reasonable grace period has expired without payment.

1. (1)
   For work results, the statutory rights in respect of defects apply subject to the following: in the event of defects, we first provide subsequent performance and may, at our discretion, remedy the defect or produce the work anew (§ 635 BGB). If subsequent performance fails, the customer may, in accordance with the statutory provisions, reduce the remuneration, withdraw from the contract or – subject to § 11 – claim damages.
2. (2)
   The customer reports defects in text form with a comprehensible description, as far as it is able to do so.
3. (3)
   There are no claims for defects insofar as the defect is due to changes or interventions by the customer or third parties, to systems not supplied by us or to use contrary to the contract.
4. (4)
   Claims for defects become time-barred twelve months after acceptance. This does not apply in cases of intent or gross negligence, fraudulent concealment of a defect, assumption of a guarantee, injury to life, body or health, or to claims under the German Product Liability Act; in these cases the statutory periods apply.
5. (5)
   For services such as consulting and analysis, the statutory provisions apply.

1. (1)
   We are liable without limitation for intent and gross negligence, for culpable injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee we have assumed.
2. (2)
   In the event of a slightly negligent breach of an essential contractual obligation, our liability is limited to the damage typical for the contract and foreseeable at the time the contract was concluded. Essential contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely.
3. (3)
   Otherwise, liability for slight negligence is excluded.
4. (4)
   Within the scope of paragraphs 1 to 3, we are liable for the loss of data only up to the amount of effort that would have been required to restore it had the customer backed up its data properly, unless data backup is expressly part of our services.
5. (5)
   The above provisions also apply in favour of our vicarious agents and subcontractors.

1. (1)
   The scope, response times, term and notice periods of operation, maintenance and hosting services are set out in the quote. If no notice period is agreed there, the statutory provisions apply.
2. (2)
   We only owe a specific availability if it has been expressly agreed. We announce planned maintenance in advance and carry it out outside the customer’s usual business hours where possible.
3. (3)
   The right to terminate for good cause remains unaffected. Notices of termination must be given in text form.
4. (4)
   At the end of the contract, we hand over to the customer on request the data and access required for continued operation and – to the extent of its rights of use under § 9 – the source code. Further support with a transition is charged on a time-and-materials basis.

1. (1)
   If we integrate third-party services at the customer’s request (e.g. hosting, APIs, software as a service), the terms of the respective provider additionally apply to their use. Unless otherwise agreed, the customer concludes contracts with these providers itself. We are only liable for outages or changes to such services to the extent we are responsible for them.
2. (2)
   We only use AI components, such as language models via APIs, after consultation with the customer; we name the providers and processing locations in the quote. Output from AI components may be incorrect. Unless otherwise agreed, the customer reviews it before using it for anything with legal or commercial consequences.
3. (3)
   The parties specify in the quote which party bears the obligations of provider or deployer of an AI system under Regulation (EU) 2024/1689 (AI Act).

1. (1)
   The customer is responsible for the content it provides (e.g. texts, images, data, trademarks) and ensures that it is entitled to use it. The customer indemnifies us against third-party claims based on an infringement caused by this content for which the customer is responsible.
2. (2)
   Legal texts for the customer’s websites and applications, such as a legal notice, privacy policy or terms and conditions, are provided by the customer; we integrate them technically. We do not provide legal advice.
3. (3)
   We implement accessibility requirements under the German Accessibility Strengthening Act (BFSG) where this is expressly agreed in the quote.

1. (1)
   The parties treat all confidential information of the other party received in the course of their cooperation, in particular trade secrets, as confidential and use it only to perform the contract. This obligation continues after the end of the contract.
2. (2)
   It does not apply to information that is or becomes publicly known without breach of this obligation, that was already known to the receiving party or was developed by it independently, or whose disclosure is required by law or by a public authority.
3. (3)
   We impose corresponding obligations on the employees and subcontractors we engage.

1. (1)
   Where we process personal data on behalf of the customer under the contract, the parties conclude a separate data processing agreement pursuant to Art. 28 GDPR before processing begins. The customer remains the controller in this respect.
2. (2)
   How we process personal data on our website is described in our privacy policy.

We only name the customer or the project as a reference, e.g. on our website, with the customer’s prior consent in text form. The customer may revoke this consent at any time with effect for the future.

1. (1)
   The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. (2)
   The language of the contract is German. Translations of these GTC are provided for information only; the German version prevails.
3. (3)
   Amendments and additions to the contract and declarations under these GTC must be made in text form (e.g. email). The precedence of individual agreements (§ 1(4)) remains unaffected.
4. (4)
   Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provisions (§ 306(2) BGB).