General Terms and Conditions

These General Terms and Conditions (hereinafter "Terms") apply to all contracts between WolfNex AI (hereinafter "Provider") and its customers for the services described in § 3.

The Provider's offering is addressed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. The Provider does not conclude contracts with consumers within the meaning of § 13 BGB. By placing an order, the customer confirms that it is acting in the exercise of its commercial or self-employed professional activity.

Deviating, conflicting or supplementary terms of the customer become part of the contract only if the Provider has expressly agreed to them in text form. This also applies where the Provider performs services without reservation while aware of such terms.

Individual agreements with the customer, in particular in the offer or as part of a pilot programme, take precedence over these Terms. These Terms do not govern the relationship between the customer and its own customers (hereinafter "end customers") who contact the customer through the AI assistant or the app.

The customer's contracting party is:
WolfNex AI, owner Maximilian Arefjev
Theodor-Heuss-Strasse 28a
38444 Wolfsburg, Germany
Email: info@wolfnex-ai.de

Further details about the Provider are in the imprint.

Depending on the package booked and the offer, the Provider makes the following services available to the customer:

• AI assistant: an application operated as software as a service that receives inquiries from the customer's end customers through the agreed channels (in particular WhatsApp, Instagram and, where agreed, telephone), answers them on the basis of the information provided by the customer, and proposes, books, moves or cancels appointments.
• WolfNex AI app and dashboard: access to the applications through which the customer manages services, opening hours, staff, appointments and conversations, and to the functions the customer makes available to its end customers through the app.
• Setup: the initial configuration of the AI assistant for the customer's business in accordance with § 5.
• Optional extensions and custom AI agents: additional modules, integrations and automations, where expressly agreed in the offer.
• Website services: the creation or modernisation of websites in accordance with § 9, where commissioned.

The specific scope of services follows from the Provider's offer and the service description of the booked package valid at the time the contract is concluded. Statements on the website, in presentations or in conversations with the Provider's AI assistant are not guarantees of quality unless expressly designated as such.

The Provider may develop the software further and change functions where this serves technical progress, security or compliance with legal requirements and does not materially restrict the contractually agreed scope of services for the customer. The Provider may use third parties as vicarious agents to perform the services.

The presentation of services and packages on the website is not a legally binding offer but an invitation to the customer to request one. Information given by the AI assistant on the website is non-binding; details are in the notice on AI transparency.

On request, for example through the contact form, the Provider prepares an offer in text form. The contract is concluded when the customer accepts this offer in text form or the Provider confirms the customer's order in text form, and at the latest when the Provider begins the setup at the customer's request.

Unless stated otherwise, offers of the Provider are valid for 30 days from the date of the offer.

The Provider sets up the AI assistant together with the customer. This includes in particular recording the customer's services, opening hours and rules, connecting the agreed channels and calendars, and a test before going live.

Setup times stated are guide values and not binding deadlines unless expressly agreed as binding. They presuppose that the customer fulfils its duties to cooperate under § 8 in good time and that third parties whose approval is required (such as the operators of the communication channels) cause no delay.

The setup is deemed complete as soon as the Provider notifies the customer that the system is ready for operation. If the customer does not report any material deviation from the agreed setup in text form within 14 days of this notification, the setup is deemed to have been performed in accordance with the contract.

The AI assistant is based on language models. The customer acknowledges that, given the state of the art, such systems do not work without error. In particular:

• Answers of the AI assistant may in individual cases be incomplete, misleading or incorrect. The Provider owes the operation of the system with the care of a diligent provider, not the correctness of every single answer.
• The quality of the answers depends substantially on the information the customer provides. The customer is responsible for its accuracy, completeness and currency.
• The AI assistant does not give legal, tax or medical advice and takes no decisions with legal effect towards end customers beyond arranging, moving or cancelling appointments.
• Inquiries the AI assistant cannot answer with confidence are handed over to the customer. The customer ensures that such handovers are dealt with within a reasonable time.

At the start of a contact, the AI assistant informs end customers that they are communicating with an AI system. This AI disclosure is required by law (Article 50 of Regulation (EU) 2024/1689), is a fixed part of the service and cannot be switched off or altered by the customer. As the deployer of the assistant, the customer remains responsible towards its end customers for fulfilling its own transparency obligations.

Third-party services are integrated into the services, in particular communication channels (such as WhatsApp and Instagram), calendar services, providers of language models, and hosting and messaging providers. The Provider has no influence on the availability, functional scope, terms of use and prices of these services.

Where a channel requires an account of the customer's own, the customer concludes the contract with the respective operator itself and complies with that operator's terms of use and policies. If an operator restricts its service, suspends the customer's account or discontinues an interface, this does not constitute a breach of duty by the Provider. In that case the Provider will endeavour to find a reasonable alternative.

Usage-based charges of third parties, such as fees of channel operators for messages or telephony, are included in the Provider's fees only where the offer expressly says so. Otherwise they are borne by the customer.

The customer supports the performance of the services to the extent necessary. In particular, the customer is obliged

• to provide the information, content and access required for setup and operation in good time, completely and correctly, and to keep them up to date;
• to keep access credentials secret, to make them available only to authorised persons, and to inform the Provider without delay if misuse is to be feared;
• to use the services only within the applicable laws and not to store or send content that is unlawful, misleading or infringes the rights of third parties;
• to ensure that it is permitted to contact end customers through the agreed channels, in particular that any consent required for reminders, follow-ups and promotional messages has been obtained;
• to inform its end customers about the processing of their data to the extent required;
• to check the results of the AI assistant regularly, in particular booked appointments and handed-over inquiries, and to report any errors found to the Provider without delay in text form;
• to name a contact person who can be reached by the Provider and is authorised to take decisions.

If the customer does not fulfil its duties to cooperate, or not in good time, agreed dates are extended accordingly. Additional effort caused by this may be charged separately after prior notice. In the event of serious or repeated breaches of the above duties, the Provider may temporarily suspend access after prior warning; in case of imminent danger also without warning. The customer indemnifies the Provider against third-party claims based on unlawful use of the services for which the customer is responsible.

The following provisions apply additionally to the creation or modernisation of websites and to custom-developed AI agents, integrations and automations. Scope, dates and fees follow from the offer.

The customer provides the content required (texts, images, logos, access credentials) and warrants that it is entitled to use it. The offer states the number of revision rounds included; change requests beyond that are charged on a time basis.

After completion, the Provider asks the customer for acceptance. The customer examines the work within 14 days and declares acceptance or names material defects in text form. If there is no response within this period, or if the customer puts the work into productive use, it is deemed accepted. Immaterial defects do not entitle the customer to refuse acceptance.

For legally required information on the customer's website, in particular the imprint and privacy policy, the Provider supplies the technical structure. The customer is responsible for their correctness and completeness; the Provider does not give legal advice.

The fees follow from the offer. As a rule they consist of a one-time setup fee and a monthly operating fee. All prices are in euro plus statutory value added tax at the applicable rate, where it is due.

The setup fee becomes due on conclusion of the contract and is invoiced together with the first monthly operating fee. The monthly operating fee is invoiced in advance for each billing month, for the first time from the notification of readiness for operation under § 5. Invoices are payable within 14 days of the invoice date without deduction. The customer agrees to receive invoices by email.

Services not included in the offer, in particular extensive special integrations, additional development work and usage-based third-party charges under § 7, are charged separately after prior agreement.

If the customer defaults on payment, the statutory provisions apply. The Provider may suspend access to the services if the customer does not pay despite a reminder setting a reasonable grace period and warning of the suspension. The obligation to pay the agreed fees continues during the suspension. The customer may set off only claims that are undisputed or have been finally established by a court.

The Provider may adjust the monthly operating fee with six weeks' notice to the start of a billing month where its costs of providing the services change, in particular the costs of language models, hosting and integrated third-party services. In that case the customer may terminate the contract in text form with effect from the date the adjustment takes effect; the Provider will point this out in the notice.

The contract for the ongoing services is concluded for an indefinite period unless agreed otherwise in the offer. Either party may terminate it with 14 days' notice to the end of a calendar month.

The right to extraordinary termination for good cause remains unaffected. Good cause for the Provider exists in particular if the customer is in default with two monthly fees or repeatedly breaches material duties under § 8 despite a warning.

Any termination must be in text form; an email to info@wolfnex-ai.de is sufficient. The setup fee is a one-time payment for services already performed and is not refunded when the contract ends.

When the contract ends, the customer's access to the services ends. On request, to be made in text form within 30 days after the end of the contract, the Provider makes the master data and appointments stored by the customer available in a common format. After that the Provider deletes the customer's data unless statutory retention obligations prevent this.

The Provider makes the systems it operates itself available with an availability of 98 % averaged over a calendar year. Not counted as downtime are periods of announced maintenance, disruptions of third-party services under § 7, disruptions within the customer's sphere of responsibility, and events of force majeure.

Maintenance work that leads to a noticeable interruption is carried out outside usual business hours where possible and announced with reasonable notice. Security-related measures may be taken without notice.

The customer reports disruptions by email to info@wolfnex-ai.de. The Provider deals with reports on working days during usual business hours within a reasonable time. Response and recovery times are owed only where expressly agreed in the offer.

For the term of the contract, the Provider grants the customer the simple, non-transferable and non-sublicensable right to use the AI assistant, the app and the dashboard for its own business. Making them available to third parties, reverse engineering the software and automated extraction beyond the interfaces provided are not permitted, except where the law mandatorily allows it.

In websites and custom-developed works under § 9, the customer receives, on full payment of the agreed fees, the simple right, unlimited in time and territory, to use them for the purpose presupposed by the contract. Rights in standard components, tools and know-how of the Provider and in third-party components, such as open-source software and licensed fonts or images, remain with the respective rights holder.

The content and data stored by the customer remain attributed to the customer. The customer grants the Provider the rights required to perform the services. The Provider may name the customer as a reference only with the customer's prior consent in text form.

Where the Provider processes personal data of the customer's end customers and staff in performing the services, it acts as a processor within the meaning of Article 28 GDPR. The customer is the controller of this data. For this purpose the parties conclude a data processing agreement, which becomes part of the contractual relationship and, in the event of contradictions on questions of data protection, takes precedence over these Terms.

The Provider uses sub-processors, in particular for hosting, language models and the sending of messages. These may be established outside the European Union; in that case the transfer takes place on the basis of the safeguards provided for by law. The sub-processors used are listed in the data processing agreement.

How the Provider processes personal data as a controller in its own right, for example the data of the customer's contact persons, is set out in the privacy policy.

The Provider performs the ongoing services in the agreed quality. The customer reports defects without delay in text form and describes them precisely enough for the Provider to reproduce them. The Provider remedies properly reported defects within a reasonable time; it may initially remedy a defect by a reasonable workaround.

The Provider's strict liability for defects that already existed when the contract was concluded (§ 536a (1) alternative 1 BGB) is excluded. The customer does not assert a reduction by deducting it from the ongoing fees; its claim to repayment of fees overpaid remains unaffected.

For works under § 9 the statutory provisions apply, with the proviso that the Provider chooses the type of subsequent performance and that claims for defects become time-barred one year after acceptance. This does not apply in the cases of § 16 paragraph 1.

The Provider is liable without limitation

• for intent and gross negligence,
• for damage arising from injury to life, body or health,
• under the provisions of the German Product Liability Act, and
• to the extent of a guarantee expressly given by the Provider.

In the event of a slightly negligent breach of a duty whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely (material contractual duty), liability is limited to the damage foreseeable at the time the contract was concluded and typical for the contract. It is limited, per incident and in total per contract year, to the fees the customer paid to the Provider in the twelve months before the damaging event.

Otherwise, liability for slight negligence is excluded. This applies in particular to lost profit, bookings that did not materialise and other indirect damage, and to damage based on incorrect or incomplete information from the customer, on disruptions of third-party services under § 7, or on the customer not having fulfilled its duty to check under § 8.

For the loss of data, the Provider is liable in cases of slight negligence only up to the effort that would have been necessary to restore it had data been backed up properly and regularly.

The above limitations of liability also apply in favour of the Provider's legal representatives, staff and vicarious agents. Claims for damages by the customer become time-barred, except in the cases of paragraph 1, one year after the statutory start of the limitation period.

The parties treat as confidential all information of the other party obtained in the course of the cooperation that is not generally known, in particular business figures, customer data, access credentials and technical and commercial details of the services. They use this information only to perform the contract and pass it on only to persons who need it for that purpose and are themselves bound to confidentiality.

This duty does not apply to information that was already known to the receiving party, becomes public without its involvement, or must be disclosed by law or by order of an authority. It continues for three years after the end of the contract.

The Provider may change these Terms with effect for the future where this is necessary for good reason, in particular because of a change in the law, supreme court rulings, technical developments or to close gaps in the provisions, and the customer is not unreasonably disadvantaged by it.

The Provider notifies the customer of the changes in text form at least six weeks before they take effect. If the customer does not object in text form within six weeks of receiving the notice, the changes are deemed accepted; the Provider will point this out specifically in the notice. If the customer objects, the contract continues on the previous terms; in that case either party may terminate it with effect from the date the changes were to take effect.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

If the customer 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 out of or in connection with the contract is Wolfsburg. The Provider may also sue the customer at the customer's general place of jurisdiction.

Changes and additions to the contract must be in text form. This also applies to waiving this text-form requirement. The customer may transfer rights and duties under the contract to third parties only with the Provider's prior consent in text form.

Should a provision of these Terms be or become invalid in whole or in part, the validity of the remaining provisions is unaffected. The statutory provisions apply in place of the invalid provision. The German version of these Terms is authoritative; translations serve only to aid understanding.