Terms and Conditions.
for the provision of services by NordFlux UG (haftungsbeschränkt), Alter Holzhafen 15, 23966 Wismar, email: kontakt@nordflux.de (hereinafter the „Contractor“) to its customers (hereinafter the „Client“).
1. General
1.1 These Terms and Conditions (T&C) for the provision of services apply to contracts concluded between the Client and the Contractor incorporating these T&C.
1.2 The Contractor does not conclude contracts with consumers or private individuals.
1.3 Insofar as, in addition to these T&C, further contractual documents or other terms and conditions in text form or written form have become part of the contract, the provisions of those further contractual documents shall prevail over these T&C in the event of any conflict.
1.4 Terms and conditions used by the Client that deviate from these Terms and Conditions are not recognised by the Contractor, subject to the Contractor's express consent.
2. Subject Matter of the Contract and Scope of Services
2.1 As an independent entrepreneur, the Contractor provides the following services to the Client:
IT consulting, process automation (Power Automate, n8n, UiPath), AI enablement (Microsoft Copilot, n8n agents, voice and chat agents) as well as SEO and GEO services. Services are provided as one-off projects (fixed price), on an hourly basis, or as ongoing monthly maintenance and support contracts. Place of performance: primarily remote via video conference; on request, on site at the customer's premises.
2.2 The specific scope of services is the subject of individual agreements between the Contractor and the Client.
2.3 The Contractor provides the contractual services with the greatest possible care and diligence in accordance with the current state of the art and the recognised rules of practice.
2.4 The Contractor is obliged to provide the services owed under the contract. In carrying out its activities, the Contractor is not subject to any instructions regarding the manner of performance of its services, the place of performance or the time of performance. However, when scheduling the working days and allocating time on those days, the Contractor will arrange these in such a way as to achieve optimal efficiency in its activities and in the realisation of the subject matter of the contract. The services are provided in consultation and coordination with the Client.
2.5 The Contractor is entitled to use third-party platforms and subcontractors (including Microsoft, n8n, fertig.ai) to provide the contractual services. The Client will be informed in text form about material third-party services before they are used. The Contractor accepts no liability for service outages, price changes or restrictions on the part of third-party providers that are beyond the Contractor's control; the liability provisions under Section 7 remain unaffected.
2.6 Insofar as the Contractor provides or operates AI systems within the meaning of Regulation (EU) 2024/1689 („KI-VO“ / EU AI Act) as part of the provision of services, in particular voice and chat agents or other AI applications that interact with end users, the Contractor implements appropriate measures to ensure that the interaction with the AI system is recognisable to end users in accordance with Art. 50 KI-VO (e.g. by means of notices at the start of the conversation, in the interface or in the greeting). The Client ensures that these notices are not removed or altered. As a deployer within the meaning of the KI-VO, the Client is responsible for compliance with its own obligations (in particular informing data subjects as well as training and AI literacy of its own staff in accordance with Art. 4 KI-VO). Any classification of the specific AI system as a high-risk AI system, as well as the resulting obligations and the parties responsible for them, will be addressed in the respective individual contract.
3. Acceptance and Warranty
3.1 In the case of work performed under a contract for work and services (in particular pilot projects, discovery sprints and other one-off project services), the Client is obliged to inspect the service provided without undue delay, at the latest within 10 working days of receipt of a completion notice from the Contractor, and either to accept it or to refuse acceptance in text form, specifying at least one material defect in concrete terms.
3.2 The service is deemed accepted if the Client does not refuse it in text form within the period specified in Section 3.1, citing at least one material defect. In the completion notice, the Contractor will expressly inform the Client of the start of the inspection period, its duration and the legal consequence of remaining silent (deemed acceptance). Material defects are those that significantly impair the usability of the service.
3.3 The warranty period begins upon acceptance. Remuneration becomes due upon acceptance, unless a different payment arrangement has been agreed.
3.4 The warranty period for work and services is 12 months from acceptance. Excluded from this are claims arising from fraudulently concealed defects, claims for injury to life, body or health, claims based on grossly negligent or intentional breaches of duty, as well as cases in which mandatory statutory provisions provide for longer periods; in these respects, the statutory periods apply.
4. Client's Duties to Cooperate
It is incumbent upon the Client to provide the information, data and other content that the Client is to make available for the purpose of performing the services completely and correctly. The Contractor is not responsible to the Client for delays in the provision of services that arise from late or incomplete cooperation or contributions by the Client; the provisions under the heading „Liability/Indemnification“ remain unaffected.
5. Remuneration
5.1 The remuneration is agreed individually by contract.
5.2 The remuneration is to be paid after the services have been rendered. If the remuneration is calculated by time periods, it is to be paid after the expiry of the individual time periods (§ 614 BGB). In the case of effort-based billing, the Contractor is entitled, subject to any deviating agreements, to invoice the services rendered on a monthly basis.
5.3 After the services have been rendered, the Contractor issues the Client an invoice by post or by email (e.g. as a PDF). The remuneration is due for payment without deduction within 14 days of receipt of the invoice.
5.4 For usage-based services (in particular volume-dependent fees such as per-minute prices for voice and chat agents), billing is carried out monthly in arrears on the basis of actual usage. The basis for billing is the metering data of the Contractor or of the third-party platform used; the Contractor documents the underlying metering data and makes it available to the Client upon request. Objections to the invoice must be raised in text form within 14 days of receipt of the invoice; objections raised in good time will be reviewed by the Contractor and, if justified, taken into account by correcting the invoice. The Client's statutory rights to raise objections to the invoice even after the expiry of the period remain unaffected; the period does not establish any reversal of the burden of proof to the Client's detriment.
6. Rights of Use
6.1 For client-specific work results (in particular automation processes, scripts, AI agent configurations, prompts and project-related documentation developed on behalf of and according to the requirements of the Client and produced exclusively for the Client), the Contractor grants the Client, upon full payment of the agreed remuneration, an exclusive, temporally and geographically unlimited, transferable and sublicensable right of use for all known types of use within the agreed purpose of use.
6.2 For standard building blocks, frameworks, templates, libraries, generic connectors, methods and general know-how contributed by the Contractor or previously developed by it („background knowledge“), the Client receives a non-exclusive, non-transferable right of use for the agreed purpose of use, insofar as this is necessary for the intended use of the work results provided under Section 6.1. Any transfer of this background knowledge beyond that requires a separate written agreement.
6.3 Standard software, libraries and platforms of third parties (including Microsoft, n8n, fertig.ai) remain the property of the respective rights holders and are subject to their licence terms.
6.4 The Contractor is entitled to use the general knowledge and experience (know-how) acquired in the course of the collaboration for further projects, provided that no confidential information of the Client is disclosed in doing so and no exclusive rights of use of the Client under Section 6.1 are infringed.
7. Liability / Indemnification
7.1 The Contractor is liable without limitation on any legal ground in the event of intent or gross negligence, in the event of intentional or negligent injury to life, body or health, on the basis of a guarantee, insofar as nothing else is stipulated in this regard, or on the basis of mandatory liability (in particular under the Product Liability Act). If the Contractor negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless liability is unlimited pursuant to the preceding sentence. Material contractual obligations are obligations which the contract imposes on the Contractor according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the Client may regularly rely. Otherwise, liability on the part of the Contractor is excluded. The foregoing liability provisions also apply with respect to the Contractor's liability for its vicarious agents and legal representatives.
7.2 The Client indemnifies the Contractor against any third-party claims asserted against the Contractor as a result of the Client's breaches of these contractual terms or of applicable law.
8. Force Majeure
8.1 Neither party is liable for delays in or failures of performance attributable to events of force majeure. Force majeure includes in particular natural disasters, pandemics, war, official orders as well as outages or material changes affecting infrastructure operators, cloud providers or third-party AI platforms that are beyond the control of the respective party.
8.2 The affected party must inform the other party without undue delay of the occurrence and the expected cessation of the force majeure event and must take reasonable measures to minimise its effects.
9. Contract Term and Termination
9.1 The parties agree the contract term and the periods for ordinary termination individually.
9.2 The right of both parties to terminate without notice for good cause remains unaffected.
9.3 Unless individually agreed otherwise, the following minimum terms and notice periods apply: Monthly maintenance and support contracts (SLA contracts) have a minimum term of 3 months from conclusion of the contract and thereafter renew monthly; termination is possible with one month's notice to the end of the month. Operating contracts for voice and chat agents have a minimum term of 12 months from the agreed go-live date and may thereafter be terminated with 2 months' notice to the end of the contract term. Ongoing support contracts (in particular SEO and GEO retainers) have a minimum term of 6 months from conclusion of the contract and thereafter renew monthly; termination is possible with one month's notice to the end of the month.
9.4 Upon termination of the contract, the Contractor must, without undue delay and at the Client's choice, return or destroy all documents, data and other content provided to it by the Client. The assertion of a right of retention with respect thereto is excluded. Electronic data must be completely deleted. Excluded from this are documents and data subject to a longer statutory retention obligation, but only until the end of the respective retention period. The Contractor must confirm the deletion to the Client in text form upon the Client's request.
10. Confidentiality and Data Protection
10.1 The Contractor will treat all matters that come to its knowledge in connection with the engagement as strictly confidential. The Contractor undertakes to impose the confidentiality obligation in the same manner on all employees and third parties who have access to the information that is the subject of the contract. The confidentiality obligation applies for the duration of the contract and for a period of three years after its termination. For information that enjoys protection as a trade secret within the meaning of the Trade Secrets Act (GeschGehG), as well as for personal data, the confidentiality obligation continues beyond this period for the duration of the legitimate interest in confidentiality or the statutory requirements.
10.2 The Contractor undertakes to comply with all data protection regulations when carrying out the engagement, in particular the provisions of the General Data Protection Regulation (DSGVO/GDPR) and the Federal Data Protection Act (BDSG).
10.3 Insofar as the Contractor processes personal data on behalf of the Client as part of the provision of services, the parties conclude a data processing agreement (AVV) in accordance with Art. 28 DSGVO (GDPR) before processing begins. For this purpose, the Contractor provides a corresponding standard data processing agreement text; this becomes part of the contract once processing commences. As long as a required data processing agreement has not been concluded, the Contractor is entitled and obliged to suspend the relevant processing; no consequences of breach of duty or default arise for the Contractor as a result.
11. Final Provisions
11.1 The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 Should any provision of these T&C be or become invalid, the validity of the remaining T&C shall not be affected thereby.
11.3 The Client will support the Contractor in the provision of its contractual services through appropriate acts of cooperation, insofar as necessary. In particular, the Client will provide the Contractor with the information and data required to fulfil the engagement.
11.4 If the Client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the Contractor's registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.
11.5 The Contractor is entitled to amend these T&C for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or business or corporate strategy) and subject to a reasonable notice period. Existing customers will be notified thereof in text form (e.g. by email) at the latest six weeks before the amendment takes effect. The notification expressly indicates the content of the amendment, the date on which it takes effect, the objection period, and the legal consequences of objecting or failing to object. If the Client does not object in text form within six weeks of receipt of the amendment notification, the Client's consent is deemed to have been given. In the event of a timely objection, both the Client and the Contractor are entitled to terminate the contract extraordinarily as of the date on which the amendment takes effect; until the termination takes effect, the previous T&C continue to apply. Changes to the main performance obligations or to the remuneration are excluded from this clause and require the Client's express consent in text form.
11.6 Only the German version of these Terms is legally binding; any translations are for information purposes only.
12. Information on Consumer Dispute Resolution
The Contractor is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.
Our email address can be found in the heading of these Terms and Conditions.