General Terms and Conditions

Version of 8 October 2026.

Scope

These terms apply to all consulting, implementation and operating services provided by MGTI Consulting GmbH (hereafter “we”, “us”) to entrepreneurs acting in the course of their trade, business or profession, to legal entities under public law and to special funds under public law.

By entering into a contract, the client confirms that it is acting in the course of its commercial or independent professional activity. We do not contract with consumers; there is therefore no statutory right of withdrawal.

Deviating terms of the client apply only if we have agreed to them in text form. Individual agreements in the offer or statement of work take precedence over these terms.

1. Offer and conclusion of contract

Information presented on this website (service descriptions, entry offers, methodology) is non-binding and does not constitute an offer. A contract is concluded exclusively through an individual offer from us and its acceptance by the client. Text form is sufficient, for example a signed offer, a statement of work, or an email confirmation referencing the agreed scope, deliverables and remuneration. Unless stated otherwise, our offers are valid for 30 days from the date of the offer.

2. Services and legal classification

The scope of services owed follows from the offer under clause 1. Services are rendered by the founders personally or by partners and subcontractors.

The legal classification of a service follows from its agreed content. Where the offer specifies an objectively verifiable deliverable (for example a website, an automation workflow, a voice assistant, or a migration delivery), we owe its production in accordance with the contract. Consulting, analysis, assessment, training and other activity-based services are rendered as services as services, unless the offer stipulates a specific result.

Key figures, target metrics and benefit estimates that we state in offers, analyses or reports are measurement values and forecasts for joint steering. They are neither an agreed quality nor a warranty of a particular outcome, unless the offer expressly designates them as an agreed quality or as an acceptance criterion, or we expressly assume a guarantee in text form.

Changes to the agreed scope require text form. The number of revision and coordination rounds agreed in the offer is part of the agreed price; further change requests are charged on a time and material basis at the agreed rates.

3. Cooperation by the client

The client provides the access, systems, data, test data, content, contact persons and decisions reasonably necessary for the performance of the engagement, on time and in suitable quality, and names a contact person authorised to decide on technical matters.

Approvals, feedback and test results are provided within the periods agreed in the offer, otherwise within ten working days.

Delays, additional effort or quality issues caused by missing or late cooperation extend contractual deadlines proportionally; documented additional effort is remunerated on a time and material basis.

4. Acceptance of deliverables

Where a deliverable within the meaning of clause 2 has been agreed, we notify the client of completion in text form, identify the deliverable to be accepted, and set a period appropriate to the nature and scope of the work, which is usually ten working days. Working days are Monday to Friday, excluding public holidays at the client’s registered office.

In that notification we expressly point out that the deliverable is deemed accepted if the client does not refuse acceptance within the period, stating at least one specific defect. Acceptance may not be refused on account of immaterial defects. The client’s rights in respect of defects remain unaffected.

Acceptance may also be declared expressly or by conclusive conduct. Taking up intended productive operation without reservation after a completed acceptance test may constitute acceptance by conclusive conduct. Test, pilot, parallel and emergency operation, as well as use under a previously declared reservation of defects, do not in themselves constitute acceptance.

Functionally independent and separately verifiable partial services that are designated as such in the offer may be accepted separately.

5. Remuneration and payment

Remuneration follows the offer. All prices are net of statutory VAT.

Unless agreed otherwise in the offer, 50 percent of a fixed price falls due on placement of the order. The remaining 50 percent falls due on acceptance where the deliverable is subject to acceptance, and otherwise on completion. Recurring remuneration falls due monthly in advance.

Invoices are payable within 14 days of receipt without deduction. In the event of late payment, the statutory provisions on default interest and the statutory recovery fee apply. Travel and incidental costs are charged as incurred after prior coordination.

The client may set off counterclaims arising from the same contractual relationship without restriction. Otherwise, set-off is permitted only with claims that are undisputed or have been finally determined by a court. The same applies to the exercise of a right of retention.

If the client is more than 14 days in arrears with a payment due, we may, after prior notice in text form, suspend further performance until payment has been made.

6. Third-party services and providers

Third-party services required for performance (for example hosting, cloud and AI services, telephony, domains, licences, stock material) are procured by the client in its own name and for its own account, unless agreed otherwise. Where we procure them on the client’s behalf, they are charged on separately.

We assume no responsibility for the availability, functional scope, price changes, terms of use or decisions of these providers, unless we are at fault ourselves. This does not apply to providers we engage to perform our own contractual obligations; we are responsible for their fault in accordance with the statutory provisions.

We may use subcontractors to perform our services. Clause 12 applies with regard to data protection.

7. Ongoing services, quotas and price adjustment

Ongoing services (for example operation, maintenance, monitoring, content care) are provided for an indefinite period unless the offer stipulates a fixed term. A minimum term applies only where the offer expressly provides for one. Either party may terminate with 30 days’ notice to the end of a month in text form. The right to extraordinary termination for cause remains unaffected.

Where an ongoing service includes a quota (for example support hours, changes, or call minutes), it applies to the settlement month specified in the offer. Unused amounts of a quota made usably available are neither carried over nor refunded. The client’s statutory rights in the event of non-performance, defective performance or delay, in particular to a reduction of the fee or a refund, remain unaffected.

Excess consumption is charged at the rates agreed in the offer, and we give timely notice of a foreseeable overrun. Response and restoration times are owed only where expressly agreed as a service level. Maintenance windows are coordinated in advance.

We may adjust the fees for ongoing services at our reasonable discretion, for the first time twelve months after the start of the service and thereafter at most once within twelve months, to the extent that costs relevant to that service change after conclusion of the contract, in particular personnel, hosting, telecommunications, model, API, licence and levy costs.

The adjustment is limited to the share of the respective cost change in the total cost of the service; cost increases and cost reductions are offset against each other. If the relevant costs fall on a net basis, we reduce the fee applying the same standards. An increase in margin is not a ground for adjustment. We announce a price change at least six weeks in advance in text form and explain it on request. In the event of an increase, the client may terminate the affected service with effect from the date the new prices would take effect.

After termination we make the client’s data and configurations available in a common format; further support with the handover is charged on a time and material basis.

8. Artificial intelligence

AI systems work on a probabilistic basis. Despite careful development, configuration and testing, they can produce incomplete, inaccurate or unexpected results.

We owe the professional development and configuration of the system, the connection of the agreed knowledge sources, the agreed safeguards and escalation mechanisms, and compliance with the agreed acceptance criteria. We do not owe the accuracy and completeness of every individual generated output or a particular hit rate, unless the offer designates otherwise as an agreed quality or an acceptance criterion.

The client ensures that outputs are reviewed by a person before decisions that are material in legal or financial terms or for the persons concerned. The systems we deliver do not replace legal, tax, financial or medical advice.

Systems for practices prohibited under Art. 5 of Regulation (EU) 2024/1689 are not part of our services. High-risk systems within the meaning of that Regulation form part of the contract only if the offer designates them as such and sets out the required services and responsibilities separately. The statutory roles and obligations of the parties are determined by their actual function and are not allocated differently by these terms. Where the client determines the purpose of use and operates the system under its own responsibility in productive operation, it is responsible for lawful use, for instructing its staff and for the required human oversight.

9. Voice assistants (VoiceAI)

Voice assistants answer calls, process spoken language, and generate notes, summaries or follow-up actions from it.

Before commissioning, we set up an announcement informing callers at the start of the call that they are speaking to an AI system. The client approves the wording in text form. This announcement may not be deactivated or shortened in substance.

We only set up recording or permanent storage of call audio if the client expressly requests it. The calling person must consent before recording begins; the consent is logged. If the calling person declines, no recording takes place; the call is handed over to a person or ended.

The client is the controller for the calls under data protection law. It decides on purpose, recording and retention period and ensures the required legal basis. The announcement wording, retention period, providers used and processing locations are set out in the offer; changes to the scope of services or to the configuration are agreed between the parties in advance. The client’s rights to issue instructions under the data processing agreement remain unaffected. If an approval required from the client is missing or the configuration would evidently be unlawful, we may refuse commissioning of the affected operation or suspend it; no default on our part arises to the extent that we are not responsible for the impediment.

Voice assistants are not suitable for emergency calls, alerting or other safety-critical communication and may not be used for such purposes. The client must provide and point out an alternative route for urgent matters.

Availability and speech quality depend on telephony, network and AI providers; clause 6 applies accordingly.

10. Client material and data

The client warrants that it holds the necessary rights to the content, data, trade marks, images, documents and contact records it provides and that it may make them available to us for the agreed purpose.

The client indemnifies us against third-party claims based on the fact that material it provided or instructions it issued infringe third-party rights or applicable law, to the extent that the client is responsible for this. The indemnity does not apply if we contributed to the infringement or if it is based on content created by us.

We have no general obligation to examine material provided to us for legal infringements. If we identify an obvious infringement, we inform the client.

11. Confidentiality

Both parties treat all non-public information of the other party as confidential, use it exclusively for the purposes of the contract, and disclose it only to those employees and subcontractors who need it to perform the contract and who are themselves bound accordingly.

This obligation does not apply to information that is publicly known, was developed independently, or must be disclosed by law or by a decision of a court or authority. The party concerned informs the other party in advance where permissible.

Documents, system access and data are returned or deleted after the end of the engagement, unless statutory retention obligations apply. The obligation continues for three years beyond the end of the contract; trade secrets within the meaning of the German Trade Secrets Act remain protected beyond that.

12. Data protection and data processing

Where we process personal data on behalf of the client, the parties conclude a data processing agreement, including the technical and organisational measures, before processing begins.

The client is the controller within the meaning of Art. 4 (7) GDPR. It assesses the lawfulness of the processing and issues the instructions.

The use of sub-processors is governed by the data processing agreement. Processing locations and providers are set out there.

Our own processing of personal data in connection with this website is described in our privacy policy.

13. Rights of use in deliverables

Upon full payment, the client receives the non-exclusive right, unlimited in time and territory, to use, reproduce and modify the deliverables created individually for it for its own business purposes, and to have them used and operated by affiliated companies within the meaning of §§ 15 et seq. AktG, for as long as that affiliation exists, and by service providers it engages. This does not cover transfer to third parties for their own purposes or commercialisation of the deliverables. Until full payment the client may use the deliverables for the purpose of the contract. We may revoke this provisional right only if the client is in default with a substantial part of the remuneration and a reasonable additional period, set with an express warning of revocation, has expired without result. The client’s justified rights to refuse or withhold performance remain unaffected.

Pre-existing or generally applicable components (tools, frameworks, libraries, templates, prompt and workflow building blocks) remain our property. The client receives a non-exclusive, non-transferable right of use to them to the extent necessary to use the deliverables in accordance with the contract.

Open source components are subject to the terms of their respective licences; we identify the components used in the documentation. General knowledge, experience and methods gained during performance may continue to be used by both parties, provided that no confidential information is disclosed.

14. Reference

We may name the client with its name and logo as a reference only with its prior approval in text form. The approval may be revoked with effect for the future; we then remove the reference within a reasonable period. Case studies, quotes and substantive project descriptions are published only with the client’s prior approval in text form.

15. Defects and limitation periods

The client notifies defects in a deliverable in text form without undue delay after discovery and describes them comprehensibly. Failure to give notice does not lead to the loss of rights in respect of defects. We remedy defects by subsequent performance; if it fails, the client has the statutory rights.

There is no defect where a deviation results from changes made by the client or third parties without our involvement, from improper use, or from changes to third-party systems and interfaces outside our sphere of influence. In those cases we may offer an adjustment on a time and material basis.

Claims in respect of defects become time-barred twelve months from the statutory commencement of the limitation period. This does not apply to claims based on intentional or grossly negligent breach of duty, injury to life, body or health, fraudulent concealment of a defect, the assumption of a guarantee, or claims under the Product Liability Act or other mandatory statutory provisions.

16. Liability

We are liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, to the extent of a guarantee assumed, and under the Product Liability Act.

In cases of slight negligence we are liable only for breach of a material contractual obligation, that is an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the client may regularly rely. In that case our liability is limited to the loss that was foreseeable and typical for this type of contract at the time of its conclusion.

Within the scope of the preceding paragraph, liability for the loss of data is limited to the effort that would have been required for restoration if the client had carried out proper and regular data backups. This limitation does not apply to the extent that we owe backups in the area concerned by contract or by law.

The above limitations also apply in favour of our legal representatives, employees and vicarious agents, and to recourse claims between the parties under Art. 82 (5) GDPR. They do not apply vis-à-vis data subjects; their claims remain unaffected.

17. Force majeure

Events outside our sphere of influence that we cannot avert even with reasonable care (for example large-scale outages of communication networks, cloud or AI services, cyberattacks on third parties, official measures, natural events, industrial action) release us from the affected obligation to perform, to the extent and for as long as they prevent its performance despite reasonable countermeasures. We inform the client without undue delay. If the impediment lasts longer than six weeks, either party may terminate the affected contract; services already rendered are invoiced.

18. Final provisions

The version of these terms incorporated at the time the contract was concluded applies. Later amendments take effect only if the parties agree on them.

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. 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 or in connection with the contractual relationship is the registered office of MGTI Consulting GmbH in Fürstenwalde/Spree; we are also entitled to bring proceedings at the client’s general place of jurisdiction. The place of performance is the registered office of MGTI Consulting GmbH.

Declarations under this contract require text form unless written form is expressly agreed. The language of the contract is German. This English version is provided for information; in the event of discrepancies, the German version prevails. Should any provision of these terms be or become invalid, the validity of the remaining provisions shall not be affected.