Terms and Conditions (AGB)

1. Scope

These General Terms and Conditions (AGB) apply to all business relationships between Nobrainer AI - Daniel Peric, Schießstätte 12a, 6800 Feldkirch, Austria (hereinafter the „Contractor") and the respective client (hereinafter the „Client").

Differing, conflicting or supplementary terms and conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their application in writing. The version of these terms in force at any given time is available at nobrainer-ai.at/agb.

2. Subject Matter of the Contract

The Contractor provides IT services in the field of artificial intelligence, in particular:

• AI setup and implementation (chatbots, automations, knowledge bases)
• Training and onboarding for AI-supported systems
• Ongoing support and optimisation of existing AI solutions
• Consulting on digital transformation and process automation

The specific scope of services results from the individual offer or order confirmation.

3. Conclusion of Contract

The contract is concluded through a written offer by the Contractor and its acceptance by the Client. Acceptance may take place in writing, by email or by conclusive conduct (e.g. payment of the down payment).

As a rule, the offer is preceded by a non-binding and free initial consultation in which the scope of services is discussed.

4. Scope of Services

The exact scope of services is defined individually in the offer. Changes to or extensions of the scope of services require a written agreement and may lead to an adjustment of the agreed remuneration.

The Contractor provides its services to the best of its knowledge and belief and in accordance with the current state of the art. AI services constitute services (obligation to use best efforts), not works (obligation to achieve a result), unless expressly agreed otherwise in the offer.

5. Client's Duties to Cooperate

The Client undertakes to support the Contractor in the provision of services to a reasonable extent. This includes in particular:

• Timely provision of all required access, data and information
• Designation of a contact person for queries
• Prompt feedback on interim results and drafts
• Participation in agreed training appointments

Delays attributable to a lack of cooperation on the part of the Client shall not be to the detriment of the Contractor and may lead to an adjustment of the schedule.

6. Prices and Payment

All stated prices are net prices in euros (EUR) plus statutory value added tax, where applicable. Currently the small-business regulation pursuant to § 6 para. 1 no. 27 UStG (Austrian VAT Act) applies, so that no value added tax is shown.

The payment terms are as follows, unless agreed otherwise in the offer:

• Down payment: 50 % of the agreed total amount at project start
• Final payment: 50 % after completion of the setup or after acceptance
• Ongoing services: monthly billing, payable within 14 days of invoicing

In the event of default of payment, the Contractor is entitled to charge default interest at the statutory rate (§ 456 UGB (Austrian Commercial Code) for entrepreneurs, § 1000 ABGB (Austrian Civil Code) for consumers).

7. Delivery and Performance Period

Delivery dates and performance periods are agreed individually in the offer. Stated dates are, unless expressly designated as binding, non-binding guideline values.

The Contractor will inform the Client without delay of any foreseeable delays. Force majeure and unforeseeable events for which the Contractor is not responsible entitle the Contractor to a reasonable extension of the performance period.

8. Statutory Warranty (Gewährleistung)

The statutory warranty (Gewährleistung) is governed by the provisions of the ABGB (Austrian Civil Code). The warranty period is:

• For consumers (B2C): 2 years from provision of the service
• For entrepreneurs (B2B): 1 year from provision of the service

Defects must be reported in writing without delay after discovery. The Contractor has the right to remedy defects within a reasonable period. AI systems are subject to technical limitations; the Contractor does not warrant that AI-generated results are free of errors in every individual case.

9. Liability (Haftung)

The Contractor is liable for damages only in cases of intent and gross negligence. In the case of slight negligence, the Contractor is liable only for the breach of essential contractual obligations (cardinal obligations) and limited to the foreseeable damage typical for the contract.

Liability is limited in amount to the respective order value (net order sum). This does not apply to personal injury or in cases of intent.

Towards consumers, the statutory liability provisions of the ABGB (Austrian Civil Code) apply without restriction; any limitation of liability applies only within the legally permissible scope.

10. 30-Day Satisfaction Guarantee

The Contractor grants a 30-day satisfaction guarantee on the AI setup under the following conditions:

• The guarantee period begins with the documented completion of the setup (handover to the Client).
• If the Client is demonstrably dissatisfied within 30 calendar days of completion of the setup, a full refund of the paid setup fee will be made.
• Dissatisfaction must be communicated in writing (by email to [email protected]) stating the reasons.
• The Contractor reserves the right to offer a remedy within 14 days.
• If the Client rejects the remedy or it is unsuccessful, the refund will be initiated within 14 working days.

Exceptions: The satisfaction guarantee does not apply to:

• Training and consulting services already provided
• Ongoing support services (monthly billing)
• Third-party costs (e.g. software licences, API costs) incurred on behalf of the Client
• Defects attributable to a lack of cooperation on the part of the Client

11. Copyright and Rights of Use

After full payment, the Client receives the unrestricted right of use, unlimited in time and territory, to the AI setup created for them, including all configurations, prompts and individually created content.

Open-source components used as part of the setup remain subject to the terms of their respective open-source licences. The Contractor informs the Client about the open-source components used.

The Contractor retains the right to use general methods, concepts and experience from the project (without confidential client information) for other projects.

12. Data Protection

The Contractor processes personal data exclusively within the scope of the applicable data protection laws, in particular the GDPR (DSGVO) and the Austrian Data Protection Act (DSG). For details, please refer to our privacy policy.

Insofar as the Contractor processes personal data of the Client in the course of providing services, a separate data processing agreement pursuant to Art. 28 GDPR will be concluded where required.

13. Confidentiality

Both contracting parties undertake to keep secret all confidential information received in the course of the cooperation and to use it only for the purposes of fulfilling the contract.

This obligation continues to apply beyond the termination of the contract. Excepted is information that is publicly known or becomes public without the fault of a party.

14. Termination and End of Contract

One-off services (setup): The contract ends with the provision and acceptance of the agreed service.

Ongoing services (support): Ongoing contracts may be terminated by both parties with a notice period of 30 days to the end of the month, unless agreed otherwise.

The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if a contracting party fails to fulfil essential contractual obligations despite a reminder and a reasonable grace period.

15. Final Provisions

Austrian law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the referral provisions of private international law.

Place of jurisdiction (Gerichtsstand) for B2B: For all disputes arising from or in connection with this contract, the court with subject-matter jurisdiction in Feldkirch shall have exclusive jurisdiction, to the extent legally permissible.

Place of jurisdiction (Gerichtsstand) for consumers: For consumers, the statutory rules on place of jurisdiction apply.

Severability clause: Should any provision of these terms be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid arrangement that comes closest to the economic purpose of the invalid provision.

Online dispute resolution: The European Commission provides a platform for online dispute resolution: ec.europa.eu/consumers/odr. We are neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.

16. Right of Withdrawal for Consumers

Consumers within the meaning of the Austrian Consumer Protection Act (KSchG) have the right, in the case of distance contracts pursuant to § 11 FAGG (Austrian Distance and Off-Premises Contracts Act), to withdraw from the contract within 14 days without giving reasons.

Withdrawal Instructions

The withdrawal period is 14 days from the day on which the contract is concluded. To exercise your right of withdrawal (Widerrufsrecht), you must inform us of your decision to withdraw from the contract by means of a clear statement (e.g. by email to [email protected] or by post).

To meet the withdrawal deadline, it is sufficient that you send the notification of the exercise of the right of withdrawal before the withdrawal period expires.

Consequences of Withdrawal

In the event of a valid withdrawal, the services received by both parties are to be returned. Services already provided are to be remunerated on a pro rata basis if the consumer has expressly requested that performance of the service begin before the end of the withdrawal period (§ 18 para. 1 no. 1 FAGG).

Model Withdrawal Form