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Contract Terms · B2B

General
Terms and Conditions

Terms for the provision and use of the Nexograph Enterprise AI Control Plane for business customers (§ 14 BGB).

Draft — not legally binding. These terms are a structural template and do not replace legal advice. Please have them reviewed by a lawyer before publication and adapt them to your contract model. Fill in placeholders […].

// As of: [DD.MM.YYYY]  ·  Version [1.0]
// § 1

Scope

These General Terms and Conditions (GTC) apply to all contracts between [Nexograph GmbH] (hereinafter referred to as the "Provider") and its customers regarding the provision of the software-as-a-service platform "Nexograph" and related services.

The services are directed exclusively at entrepreneurs within the meaning of § 14 BGB, legal entities under public law, and special funds under public law. Deviating terms and conditions of the customer shall not become part of the contract unless the Provider expressly agrees to their validity in writing.

// § 2

Subject Matter of the Contract

The subject matter of the contract is the provision of the Nexograph platform for use via the internet (SaaS) to the extent described in the order form or offer, including the selected workspaces, plug-ins, and model integrations.

  1. The specific scope of services, number of users, and data spaces are set out in the respective order or individual offer.
  2. The Provider is entitled to further develop the platform and adapt functions, provided that the agreed scope of services is not materially restricted.
// § 3

Conclusion of Contract

Offers made by the Provider are non-binding. The contract is concluded upon acceptance of the order by the Provider, but at the latest upon provision of access to the platform. Oral ancillary agreements require confirmation in text form.

// § 4

Services & Rights of Use

  1. The Provider grants the customer a non-exclusive, non-transferable right to use the platform within the agreed scope for the duration of the contract.
  2. Content, documents, and data introduced by the customer remain the property of the customer. The Provider processes these solely for the purpose of fulfilling the contract.
  3. The customer shall ensure that the data it introduces is free of third-party rights and does not violate any legal provisions.
// § 5

Prices & Payment

  1. The prices agreed in the offer or order apply plus statutory VAT.
  2. Billing is [monthly / annually] in advance. Invoices are due for payment within [14] days without deduction.
  3. In the event of late payment, the Provider is entitled to temporarily block access after prior notice.
// § 6

Term & Termination

  1. The contract runs for the agreed minimum term of [12 months] and is extended by [12 months] each time unless terminated with a notice period of [3 months] to the end of the term.
  2. The right to extraordinary termination for good cause remains unaffected.
  3. Terminations must be made in text form. After the end of the contract, the Provider shall make the customer's data available in a common format (data export).
// § 7

Availability & Support

The Provider guarantees an annual average platform availability of [99.5 %], measured at the handover point. Excluded from this are announced maintenance windows as well as outages for which the Provider is not responsible. The scope and response times of support are set out in the agreed service level.

// § 8

Data Protection & Confidentiality

The parties undertake to comply with the applicable data protection regulations. To the extent that the Provider processes personal data on behalf of the customer, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR. Both parties shall treat confidential information of the other party as strictly confidential.

// § 9

Liability

  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.
  2. In the case of slight negligence, the Provider is only liable in the event of a breach of an essential contractual obligation (cardinal obligation) and limited to the foreseeable damage typical for this type of contract.
  3. Otherwise, liability is excluded. Liability under the Product Liability Act remains unaffected.
// § 10

Final Provisions

  1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
  2. The exclusive place of jurisdiction for all disputes is [seat of the Provider], provided the customer is a merchant.
  3. Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.