General Terms and Conditions of Deep Content GmbH

1. Scope, Amendments

These General Terms and Conditions apply to all contracts between Deep Content GmbH (Karl-Wiechert-Allee 10, D-30625 Hannover, Germany) and its customers in the version valid at the time of contract conclusion.

The company reserves the right to amend these Terms and Conditions for existing contractual relationships as well, particularly in the event of changes in legislation or economic circumstances. Customers will be notified in writing and may terminate the contract "extraordinarily within 14 calendar days of receipt of notification."

2. Conclusion of Contracts

Deep Content submits offers in text form, which are valid for 21 days. The contract becomes legally binding upon customer acceptance. Oral acceptances must be confirmed in writing without delay.

The content of the contract is derived from the information in the offer. Requests for changes are considered as a request for a new offer.

3. General Provisions

Statements in advertising materials do not constitute a guarantee of quality unless expressly agreed. Set-off against payment claims is only permissible for undisputed or legally established claims.

The assignment of rights requires written consent from Deep Content (except for monetary claims under the German Commercial Code).

4. Work Services

Work services include websites, chatbots, search functions, and marketing materials. Deep Content indicates completion and sets a reasonable deadline for acceptance. Silence is deemed acceptance.

Material Defects: The customer may only refuse acceptance in the case of material defects. For software, the following are considered immaterial:

• Errors that do not affect core functionalities
• Visual defects without functional impact
• Errors under unusual conditions
• Defects with remediation costs below 5% of the order value

In case of early termination of work services, a flat fee of 10% of the remaining remuneration is due.

5. Services

Deep Content provides services with industry-standard care, without owing a specific result. Services include consulting, workshops, and presentations.

Cancellation fees for confirmed appointments:

• At least 7 working days notice: no fee
• 5-7 working days: 25% of remuneration
• 3-5 working days: 50% of remuneration
• Less than 3 working days: 75% of remuneration

The customer may demonstrate that the damage was lower.

6. Provision of Software

Deep Content provides standard software during the contract term. Customizations are made for separate remuneration after joint agreement on requirements.

Support Services:

• Provision of updates
• Email or ticket system support for issues
• No guaranteed response times or update frequency

7. Provision of Websites

Deep Content creates websites according to customer requirements. The customer is solely responsible for all legal requirements (data protection, legal notice). Provided legal texts are templates "that must be individually adapted by the customer."

8. Provision of Domains

Deep Content checks availability and registers domains with the appropriate authority. The company does not guarantee actual registration. The customer bears sole responsibility that the domain name does not violate laws or third-party rights.

9. Term Contracts

Ordinary termination during the term is excluded. The right to terminate for cause remains unaffected. The contract term is automatically extended unless either party "declares termination in text form with a notice period of 8 calendar weeks."

10. Customer Cooperation Obligations

The customer must support Deep Content in the provision of services, provide required data and information in a timely manner, and carry out agreed measures by the specified deadlines.

Provided data must be technically suitable and free of viruses. If the customer fails to fulfill their obligations and this causes delays, no breach of duty occurs on the part of Deep Content.

11. Usage Rights

Usage rights are only transferred to the extent agreed or as required for contractual fulfillment. Exclusive or sublicensable rights require express written agreement.

Permanent usage rights only arise after full payment of remuneration. Temporary provision results in temporary usage rights.

12. Customer Materials

The customer grants Deep Content simple usage rights to images, videos, graphics, and texts necessary for service provision. The grant of rights is limited to the contract duration.

The customer warrants that their material does not infringe third-party rights and that they are entitled to grant the rights. In case of third-party claims, the customer indemnifies Deep Content.

After contract termination, Deep Content deletes digital copies and returns physical materials.

13. Liability for Defects

The limitation period for defect claims is "12 (twelve) months," not 24 as provided by law. This reduction does not apply to damage claims arising from injury to life, body, or health due to negligent breach of duty.

Deep Content is entitled to two attempts at rectification for material or legal defects.

14. Remuneration, Prices, Invoicing

Remuneration is derived from the offer and may be fixed, consumption-based, or effort-based.

Token-based Payments: For third-party services (Large Language Models), the customer owes, in addition to the basic remuneration, usage-based remuneration plus an administrative surcharge. "Tokens are a fundamental unit by which language models process text."

Travel costs are reimbursed (2nd class or 0.40 Euro/km). Prices are net plus VAT.

Payment Term: "Invoice amounts are to be paid by the customer within a period of 30 calendar days from receipt of a proper invoice to DC." After expiry, reminder fees may apply.

15. Termination for Cause

Either party may terminate extraordinarily for cause. Grounds for Deep Content include:

• Payment default over 30 days
• Insolvency proceedings of the customer
• Material contract violations despite request
• Significant obstruction due to lack of cooperation
• Public statements that endanger reputation

Terminations require written form (scan or digital signature sufficient).

16. Limitation of Liability

Deep Content is liable without limitation for intent and gross negligence.

For simple negligence, the company is only liable for:

• Damages from injury to life, body, health
• Essential contractual obligations
• Product Liability Act cases
• GDPR violations
• Mandatory statutory provisions

In case of simple negligence, liability is limited to foreseeable, typical damage. Otherwise, liability is excluded.

17. Confidentiality / Non-Disclosure

Both parties commit to indefinite confidentiality of all confidential information. Confidential information is that marked as "confidential" or to be regarded as such by its nature.

Information may only be passed on to employees who need it for their work. Vicarious agents must be bound to confidentiality.

Exceptions to Confidentiality:

• Prior written consent
• Legal or official disclosure obligation
• Employees in contract performance
• Commissioned third parties with equivalent confidentiality obligation
• Already publicly disclosed information
• Knowledge acquired without using the other party's information

In case of official requests, the other party is notified unless legally prohibited.

18. Email Communication

Communication is primarily via unencrypted email. Parties avoid particularly sensitive information via unencrypted email.

The customer regularly checks designated email mailboxes and ensures they are reachable. Spam settings must allow Deep Content emails, and sufficient storage space is required.

19. Data Protection

Deep Content processes personal data in accordance with the GDPR. For order processing, the parties conclude a Data Processing Agreement (DPA) pursuant to Article 28(3) GDPR.

20. Final Provisions

German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods. Should individual provisions be invalid, others remain unaffected, and statutory provisions apply.

For merchants, legal entities, and public law entities, the registered office of Deep Content is the place of jurisdiction.

Contact: hallo@deep-content.io