General terms and conditions (AGB) of RovAI GmbH, Platanenstraße 18, 2522 Oberwaltersdorf (the "Contractor"), for consulting, audit, implementation and ongoing-care services in the field of AI automation. This is a convenience translation; the German version is authoritative.
1. Scope
These terms apply to all offers and contracts between the Contractor and businesses within the meaning of § 1 of the Austrian Commercial Code (UGB). No consumer contracts are concluded. Deviating terms of the client apply only if accepted in writing.
2. Services
2.1 The scope of services follows exclusively from the respective written proposal (intro call, process audit, fixed-fee implementation, ongoing care).
2.2 Audits and implementations are delivered at the fixed fee named in the proposal. When an implementation is commissioned, the fee of the preceding audit is credited in full unless the proposal states otherwise.
2.3 If a delivered implementation stage does not meet the acceptance criteria defined in the proposal, the Contractor remedies this at no additional fee.
2.4 Ongoing care is billed monthly and may be terminated by either party effective at the end of any calendar month, without notice period.
3. Client cooperation
The client provides all information, access and contact persons required for performance in good time. Delays originating in the client's sphere extend agreed dates appropriately.
4. Fees and payment
All prices are net of VAT. Unless the proposal states otherwise, invoices are due within 14 days without deduction. In case of default, the statutory interest for business transactions applies.
5. Rights in work results
5.1 Upon full payment the client receives a perpetual, non-exclusive right to use the individual work results created for it, including related configurations and documentation.
5.2 Pre-existing tools, libraries, templates and know-how of the Contractor remain its property; the client receives the usage rights necessary to use the work results. Rights in third-party software (e.g. model providers, platforms) are governed by their license terms.
6. Confidentiality and data protection
Both parties keep the other party's confidential information confidential; this duty survives the end of the contract. Where the Contractor processes personal data on behalf of the client, a data processing agreement under Art. 28 GDPR is concluded before processing begins. Where the client is subject to professional secrecy, the Contractor additionally undertakes the obligations of the applicable professional laws (such as § 62a of the German Tax Advisory Act, § 43e of the German Federal Lawyers' Act, § 80 of the Austrian WTBG).
7. Use of AI systems
Systems built by the Contractor are designed so that outputs with external effect are subject to human sign-off by the client by default. The client remains responsible for the professional review of outputs and their use. The Contractor owes the agreed system performance, not the substantive correctness of individual AI-generated outputs.
8. Warranty and liability
8.1 The statutory warranty provisions between businesses apply.
8.2 The Contractor is liable for intent and gross negligence. Liability for slight negligence is excluded, except for personal injury. Liability for lost profit, indirect and consequential damages is excluded to the extent legally permissible. Liability per case of damage is capped at the order value of the affected engagement.
8.3 The client is responsible for backing up its data in its own systems.
9. Subcontractors
The Contractor may use subcontractors and binds them in accordance with clause 6.
10. Final provisions
Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and conflict-of-law rules. Place of jurisdiction is the competent court at the Contractor's seat. Should individual provisions be invalid, the validity of the remainder is unaffected; the invalid provision is replaced by a valid one coming economically closest to it.