Terms and Conditions for the Provision of SaaS Solutions

Terms and Conditions in German – Hier finden Sie unsere AGB in Deutsch

1. General Provisions

1.1 These Terms and Conditions (hereinafter “Terms”) govern the legal relationship between Horst Christian Wagner (Web-Strategen), Birkenstr. 2, 86836 Klosterlechfeld (hereinafter “Provider”) and the customer (hereinafter “Customer”) regarding the provision of Software-as-a-Service (SaaS) solutions for AI-based chatbots, AI agents, and knowledge management.

1.2 By using the SaaS services, the Customer accepts these Terms in their current version. Deviating agreements require the express written consent of the Provider.

1.3 The offer is aimed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code) and not at consumers within the meaning of § 13 BGB.

1.4 The Provider may amend these Terms for objectively justified reasons (e.g., changes in the legal situation, expansion of services, closure of regulatory gaps). Amendments will be communicated to the Customer in text form (e.g., by e-mail). If the Customer does not object to the amendments within 14 days after notification in text form, the amendments shall be deemed accepted. The Provider will specifically point out the right of objection in the notification.

1.5 The Provider may use suitable subcontractors to perform the services. The Provider remains responsible for fulfilling the contract.

2. Subject of the Agreement

2.1 The Provider shall make SaaS services available to the Customer that include functionalities for AI-supported knowledge management, AI agents, and chatbots. The services are provided via the internet.

2.2 The Provider is obligated to provide the agreed functionalities in the current version of the software. A specific result is not owed.

2.3 The project may be carried out in several phases. These include, in particular: strategic consulting, preparation of a questionnaire, design and implementation of a customized solution, as well as ongoing support for the SaaS solution.

2.4 The exact scope of services will be defined on a project-specific basis in the commissioning agreement.

3. Conclusion of Contract

3.1 The contract between the Provider and the Customer is concluded either by commissioning or by the Customer’s registration and confirmation by the Provider.

3.2 The Provider is entitled to reject a Customer’s request without stating reasons.

3.3 Unless otherwise stated, offers made by the Provider are valid for a period of 30 calendar days from the date of the offer.

4. Provider Services

4.1 The Provider generally makes the SaaS services available continuously via the internet. Scheduled maintenance and unforeseen disruptions (e.g., force majeure) may lead to temporary interruptions.

4.2 The Provider regularly performs maintenance and updates to ensure the functionality and security of the SaaS services. In the event of disruptions or errors, the Provider will endeavor to resolve them within a reasonable period, generally within 48 business hours after receiving the defect notification via the agreed or generally accessible contact channels.

4.3 If agreed, the Provider will integrate and maintain customer-specific content within the SaaS solution (e.g., knowledge base). Technical review, preparation, structuring, integration, monitoring, and optimization will be performed on an hourly basis according to individual agreement.

4.4 The Provider is entitled to make technical changes to the SaaS solution insofar as these serve the security, stability, performance, or further development of the services.

4.5 The Provider may carry out system updates, functional changes, or adjustments to the service at any time if this is necessary for technical, security-related, or legal reasons. This also applies if such changes require short-term adjustments on the part of the Customer.

4.6 The Provider is entitled to change, extend, or remove individual functions, provided that the agreed core service is not materially impaired.

4.7 The Customer is obligated to make any necessary adjustments in its system environment required for the operation of the SaaS solution after being informed by the Provider.

4.8 The Provider will inform the Customer in good time about planned material changes, insofar as this is reasonable and possible under the circumstances of the individual case. In the case of security-critical changes, notification may also be given retrospectively.

4.9 Necessary maintenance work or malfunctions may lead to temporary interruptions in availability. In such cases, the Provider will make every effort to restore the service promptly.

5. Project Phases and Cooperation

5.1 The implementation of a SaaS project takes place in defined phases. Typically, these include: strategic consulting for project initiation, conducting a structured questionnaire, designing the individual SaaS solution, implementation, deployment, and ongoing support and content maintenance.

5.2 The Provider supports the Customer in completing the questionnaire and conducting the analysis. Based on this, an individual solution is designed.

5.3 The ongoing updating of the knowledge base is based on content provided by the Customer. The Provider performs the technical review, structuring, and integration.

5.4 The scope and frequency of support (e.g., weekly, monthly) are agreed on a project-specific basis.

5.5 Price changes
The Provider is entitled to change the prices for the contractually agreed services. Price changes are possible independently of amendments to these Terms. Price changes will be communicated to the Customer at least 30 days before they take effect in text form (e.g., by e-mail). The Customer has the right to terminate the contract within 14 days of receiving the notice, with effect from the date the price change takes effect. If no timely termination is received, the price change will be deemed accepted.

6. Customer Obligations

6.1 The Customer is obligated to keep access credentials secure and prevent unauthorized access by third parties.

6.2 The Customer shall use the SaaS services only for the purposes provided for in the contract. Any misuse is prohibited.

6.3 The Customer shall ensure the technical prerequisites (e.g., internet connection, interface access) necessary to use the SaaS services.

6.4 The Customer shall provide input for new or updated content in supported formats (e.g., docx, pdf, xlsx). Content should be structured and prepared according to the agreed categories.

6.5 The Customer may not use the SaaS services to store or distribute unlawful content, infringe third-party rights, circumvent security mechanisms, gain unauthorized access to systems, or disrupt services.

6.6 The Provider is entitled to block affected content and/or temporarily suspend access in the event of violations of clause 6, insofar as this is necessary to avert danger or to comply with legal requirements.

7. Usage Rights

7.1 The Provider grants the Customer a simple, non-transferable, and non-exclusive right to use the SaaS services within the scope of the contractual purpose.

7.2 The Customer is not entitled to reproduce, modify, or make the software available to third parties unless expressly agreed otherwise.

7.3 The Provider provides the Customer with a script code, e.g., a JavaScript snippet, for embedding the chatbot or AI agent into the Customer’s website.

7.4 Branding / Use Without Provider Reference

7.4.1 The script code provided by the Provider in the standard version always contains a “Powered by …” notice, followed by the corresponding product label and a clickable link to the relevant website describing or marketing the product. This notice is an integral part of the product and remains visible during use.

7.4.2 Use without this Provider notice is not envisaged. Removal or modification of the notice requires individual programming work to make the change exclusively for the Customer’s version. Whether and to what extent this is technically feasible will be examined on a case-by-case basis; implementation may involve considerable additional effort, as the Provider’s stable production system must not be compromised. The Customer acknowledges that removal or modification of the Provider notice is not part of the standard services.

7.4.3 The additional effort will be charged on an hourly basis according to the Provider’s current price list. For ongoing use of a version without branding, an additional monthly fee will be agreed.

7.5 The Customer retains all rights to content provided by the Customer.

7.6 The Provider retains all rights to the SaaS software and all technical components provided by the Provider (including scripts, templates, connectors). Only the usage right described in 7.1 is granted.

8. Fees and Payment

8.1 The monthly fee is determined based on the individually agreed services and the scope of usage.

8.2 Project-specific services, such as conceptual design, content maintenance, technical integration, or strategic consulting, will be billed on an hourly basis according to individual agreement. Additional services that exceed the agreed scope require the Customer’s prior approval and will be invoiced separately.

8.3 After project completion and handover of the productive SaaS solution, a monthly flat fee for operation and use will be charged.

8.4 If the Customer is in default with due payments, the Provider is entitled to temporarily suspend access to the SaaS solution until all outstanding amounts have been paid in full.

9. Liability

9.1 The Provider is liable without limitation for intent and gross negligence, as well as for damages resulting from injury to life, body, or health.

9.2 In the event of slight negligence, the Provider is liable only for the breach of an essential contractual obligation (cardinal duty). In such cases, liability is limited to the foreseeable, typical damage at the time the contract was concluded. Essential contractual obligations are those whose fulfillment is necessary to enable the proper performance of the contract and on whose compliance the Customer regularly relies.

9.3 Liability is limited—except in cases of intent or gross negligence—to the amount the Customer has paid to the Provider in the twelve months prior to the occurrence of the damage.

9.4 The Provider assumes no liability for damages resulting from content, data, or instructions provided by the Customer. The Customer alone is responsible for the legality, accuracy, and timeliness of the data, documents, texts, or other content they provide that is used in the course of the Provider’s services (e.g., to populate knowledge bases).

9.5 The Provider is not liable for damages caused by incorrect, incomplete, or misleading outputs of an AI system or by automated processes, unless caused by intentional or grossly negligent conduct of the Provider. The Customer is obligated to review critical or legally relevant outputs of an AI system independently before using them. Clause 10 applies additionally.

9.6 The Provider is not liable for damages resulting from improper use by the Customer.

9.7 The Customer is obligated to notify the Provider of any defects without undue delay. The Provider will then take the necessary measures to remedy the defect within the scope of its capabilities.

9.8 The Provider is not liable for limitations or outages of third-party providers whose infrastructure is partially used to operate the SaaS solution. This applies in particular to the availability, performance, or changes of APIs, platform services, or external models.

9.9 The limitations of liability also apply in favor of the Provider’s legal representatives, employees, and agents.

10. Liability for AI-Generated Results

10.1 The Provider assumes no liability for the accuracy, completeness, or appropriateness of results generated by AI-supported SaaS services. This also applies to indirect damages, consequential damages, or lost profits arising from the use of such results.

10.2 The Customer is responsible for reviewing AI-generated content prior to use. The Customer is responsible for the content they provide, as well as for assessing the suitability and accuracy of the results. AI-generated results are intended for informational and support purposes only and do not replace professional advice (e.g., legal, tax, medical).

11. Data Protection and Confidentiality

11.1 The Provider undertakes to comply with applicable data protection laws, in particular the GDPR, and to process Customer data only within the scope of the contractual agreements. Further information on data processing can be found in the Provider’s privacy policy at https://www.web-strategen.de/datenschutz.

11.2 The Provider undertakes to maintain confidentiality with respect to all information about the Customer that becomes known during the course of the project. Disclosure to third parties will not occur without the express consent of the Customer, unless required by law or necessary for the performance of the contract.

11.3 The Customer is responsible for the legality, accuracy, timeliness, and completeness of the content, data, and instructions they provide when using the SaaS services. This applies in particular to personal data, copyrighted content, or other legally relevant information.

11.4 The Customer ensures that they have all necessary consents, approvals, and legal bases for the transmission and processing of the data provided.

11.5 The Provider assumes no liability for violations of data protection or other legal provisions that are due to incorrect, incomplete, or unlawful content or data provided by the Customer. This is in addition to the liability provisions in clause 9.

11.6 To maintain the conversation context within a chat session, entered content and conversation histories are stored temporarily for technical reasons. This temporary storage is used solely for the ongoing processing within the current session and is automatically deleted after the session ends. No permanent storage or other use of this data takes place.

11.7 The processing of personal data by the Provider takes place—only where necessary—on the basis of a separate data processing agreement (DPA), which forms part of the contractual relationship.

12. Term and Termination

12.1 The contract is concluded for an indefinite period and may be terminated by either party with two weeks’ notice to the end of the month.

12.2 The right to extraordinary termination remains unaffected. Such termination is particularly possible in the event of repeated payment default or significant breach of contract by the Customer.

12.3 After termination of the contract, the Provider will delete Customer-provided content within 30 days, provided there are no statutory retention obligations.

13. Jurisdiction and Applicable Law

13.1 The place of jurisdiction is the Provider’s registered office, provided the Customer is a merchant within the meaning of the German Commercial Code.

13.2 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

14. Final Provisions

14.1 Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid one that comes closest to the intended economic purpose.

14.2 Amendments and additions to these Terms must be made in text form (e.g., e-mail). Statutory form requirements remain unaffected.

14.3 Neither party shall be liable for the non-performance of contractual obligations where such failure results from events of force majeure (e.g., natural disasters, war, strikes, failure of power or telecommunications networks, governmental orders) beyond their reasonable control.

14.4 In the event of discrepancies between the German and English versions of these Terms, the German version shall prevail.

Status: June 11, 2025 (Version 1.4)

Horst Christian Wagner (Web-Strategen), Birkenstr. 2, 86836 Klosterlechfeld