Section 1 Scope
These General Terms and Conditions apply to all contracts between
[COMPANY NAME + LEGAL FORM], [STREET HOUSE NUMBER],
[POSTCODE CITY] ("Tertia") and its clients for consulting,
development, implementation, automation, AI systems, software-related services,
documentation, training, and related services.
Tertia's services are aimed exclusively at entrepreneurs within the meaning of Section 14 BGB, legal entities under public law, and special funds under public law. These terms do not apply to consumers unless expressly agreed otherwise.
Conflicting or deviating terms of the client do not apply unless Tertia expressly agrees to them in text form.
Section 2 Conclusion of contract
Offers by Tertia are non-binding unless expressly designated as binding. A contract is formed when the client accepts an offer from Tertia in text form or when Tertia confirms the order in text form.
The concrete scope of services, deliverables, deadlines, remuneration, and any assumptions result from the individual offer, the order confirmation, or a separate statement of work.
Tertia may reject an order without giving reasons as long as no contract has been concluded.
Section 3 Services, scope, and changes
Tertia provides the services agreed in the individual contract. Depending on the project, these may include process analysis, concept development, automation, software components, AI-assisted workflows, interfaces, documentation, training, handover, and support.
Unless expressly agreed otherwise, Tertia does not owe a general business, legal, tax, financial, or strategic consulting result, but the technical and organizational work products described in the offer.
Additional requests, scope extensions, new requirements, or changes to assumptions are binding only if confirmed by both parties in text form. Without a confirmed change request, the originally agreed scope remains decisive.
Third-party services, hosting services, APIs, AI models, or external platforms may change, fail, be restricted, or be subject to their own terms. Tertia is not liable for changes outside its own area of responsibility, but will inform the client about material effects on the project where they become apparent.
Section 4 AI systems and limitations
AI systems may produce incorrect, incomplete, or unexpected output despite careful conception, testing, and limitations. Tertia owes the agreed technical implementation and agreed quality or functional criteria, but not an error-free substantive decision by the AI in every individual case unless expressly agreed.
The client remains responsible for professional review, approval, and legal permissibility of AI outputs used toward customers, authorities, employees, or other third parties. This applies especially to content with legal, financial, medical, personnel-related, or security-relevant effects.
If the client specifies tools, models, data sources, or system environments, the client is responsible for their permissibility, availability, data quality, and licensing unless Tertia has expressly assumed this responsibility.
Maintenance, monitoring, model updates, retraining, support, and further development are owed only if expressly agreed in a separate service contract. Without a separate agreement, Tertia's service obligation ends with acceptance and handover of the agreed work products.
Section 5 Remuneration and payment terms
Remuneration is charged as a fixed price according to the individual offer unless another form of remuneration is expressly agreed.
Unless otherwise agreed, invoices are due for payment without deduction within
[PAYMENT TERM, e.g. 14 DAYS] after receipt of the invoice.
All prices are net prices plus statutory VAT unless Tertia is not required to charge VAT or another arrangement is expressly agreed.
If the client is in default of payment, Tertia may withhold further services until due amounts have been settled. Statutory rights in case of default remain unaffected.
External costs, especially license fees, API usage fees, hosting costs, third-party subscriptions, model costs, or fees for additional tools, are included in the fixed price only if expressly agreed in the offer.
Section 6 Client cooperation duties
The client provides all information, system access, test data, approvals, and other cooperation reasonably required for the performance of the project in a timely manner.
The client appoints a professionally authorized contact person who coordinates questions, consolidates feedback, and may grant approvals.
The client is responsible for the correctness, completeness, lawfulness, and usability of the content, data, processes, credentials, and systems provided by the client.
The client is responsible for checking whether the intended use of the delivered solution is compatible with applicable statutory, regulatory, employment-law, data-protection, and industry-specific requirements. Tertia checks these requirements only where expressly agreed.
Delays, additional effort, or restrictions caused by missing, late, incomplete, or incorrect cooperation are borne by the client where the client is responsible and Tertia has announced the additional effort in advance or it is obvious.
Section 7 Dates and deadlines
Delivery dates and project periods are set out in the offer or order confirmation. Dates are binding only if expressly designated as binding.
Delays caused by missing cooperation, subsequent change requests, disruptions at third-party providers, force majeure, illness, official measures, labor disputes, security incidents, or other circumstances outside Tertia's area of responsibility extend the timeline appropriately.
Tertia informs the client about foreseeable delays and their effects on the project timeline.
Section 8 Handover and acceptance
Where work products capable of acceptance are owed, Tertia provides them for review after completion and hands over the agreed documentation.
The client reviews the service within
[REVIEW PERIOD, e.g. 14 DAYS] after provision. Objections must be
notified within this period in text form and described specifically.
If no acceptance and no specific defect notice occur within the review period, acceptance is deemed granted if Tertia has pointed out this consequence. Immaterial defects do not entitle the client to refuse acceptance.
Productive use of a delivered system is deemed acceptance unless a test operation has been expressly agreed.
The client is responsible for providing suitable test data, test cases, professional approvals, and end-to-end tests in the system environment. Errors that become visible only after acceptance due to incomplete test data, undisclosed special cases, or subsequently changed processes are defects only if Tertia is responsible for them under the contract.
Section 9 Warranty and rectification
For work services capable of acceptance, Tertia warrants that the agreed work products comply with the agreed functional and quality criteria at the time of acceptance.
The client must report defects promptly after discovery in text form and describe them as specifically as possible.
In case of justified defects, Tertia is initially entitled to subsequent performance. Tertia may choose whether to repair the defect, provide a workaround, or deliver a replacement solution where this is reasonable for the client.
The warranty period is [WARRANTY PERIOD, e.g. 12 MONTHS] from
acceptance, to the extent legally permissible and unless otherwise agreed in the offer.
No warranty exists for defects caused by changes by the client or third parties, improper use, missing updates, changed third-party interfaces, faulty data, unsuitable system environments, or use outside the agreed purpose.
Section 10 Liability
Tertia is liable without limitation for intent and gross negligence, for damage arising from injury to life, body, or health, for fraudulent concealment of defects, for guarantees assumed, and under mandatory statutory liability provisions.
In case of slight negligence, Tertia is liable only for breach of material contractual obligations. Material contractual obligations are obligations whose fulfillment makes proper performance of the contract possible and on whose compliance the client regularly relies.
The maximum liability for damage caused by slight negligence is
[LIABILITY CAP, e.g. net remuneration of the individual order], unless
unlimited liability applies under paragraph 1.
For data loss, Tertia is liable only in the amount of the effort that would have been required to restore the data if the client had performed proper and regular backups. The client is responsible for appropriate backups of its systems and data.
Tertia is not liable for lost profit, unrealized savings, indirect damage, or consequential damage to the extent legally permissible and unless unlimited liability applies.
Section 11 Rights of use, pre-existing materials, and references
Upon full payment of the agreed remuneration, the client receives a simple, unlimited right in time and territory to use the work products individually created for the client in its own business, unless otherwise agreed in the offer.
Until full payment, all rights remain with Tertia. Tertia may prohibit use until outstanding remuneration has been settled unless mandatory statutory provisions prevent this.
Pre-existing tools, templates, libraries, methods, know-how, standard modules, and general solution patterns of Tertia remain with Tertia. The client receives only the rights of use required for contractual use of the delivered solution.
Third-party rights, especially open-source licenses, third-party licenses, and API terms of use, remain unaffected and must be complied with by the client where relevant for use of the solution.
Tertia may continue to use general experience, methods, modules, and ideas from projects as long as no confidential information, trade secrets, or personal data of the client is disclosed.
Public naming of the client as a reference by Tertia is made only with prior approval:
[REFERENCE NAMING ALLOWED / NOT ALLOWED / ONLY AFTER APPROVAL].
Section 12 Confidentiality and data protection in projects
The parties keep confidential information of the other party confidential and use it only for contract performance. Confidential information includes trade secrets, technical documents, credentials, customer data, business figures, project documents, and non-public processes.
The confidentiality obligation does not apply to information that is publicly known without breach of duty, lawfully obtained from third parties, or required to be disclosed due to statutory duties, official orders, or court decisions.
If Tertia processes personal data on behalf of the client, the parties conclude a data processing agreement under Art. 28 GDPR before processing begins, where required.
The client ensures that it is entitled to provide the data, content, and access required for the project. Credentials must be transmitted only through secure channels and changed after project completion where this is useful for security reasons.
Section 13 Termination
Continuing obligations may be terminated with a notice period of
[NOTICE PERIOD, e.g. 14 DAYS TO MONTH-END], unless the offer specifies a
different term or notice period.
Project contracts for one-off services may be terminated ordinarily only if this is expressly provided in the offer. The right to extraordinary termination for good cause remains unaffected.
If the client terminates a project contract without good cause attributable to Tertia, Tertia may demand remuneration for services already performed and reimbursement of unavoidable expenses already incurred. Further statutory rights remain unaffected.
Section 14 Final provisions
Amendments and supplements to the contract must be made in text form unless a stricter form is required by law.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
Place of jurisdiction for all disputes arising from or in connection with the contractual
relationship is [PLACE OF JURISDICTION, e.g. Berlin], provided the
client is a merchant, a legal entity under public law, a special fund under public law, or has
no general place of jurisdiction in Germany.
If individual provisions of these terms are or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory rules replace the invalid or unenforceable provision. The same applies to regulatory gaps.
Placeholders to complete before publication
[COMPANY NAME + LEGAL FORM][STREET HOUSE NUMBER][POSTCODE CITY][PAYMENT TERM, e.g. 14 DAYS][REVIEW PERIOD, e.g. 14 DAYS][WARRANTY PERIOD, e.g. 12 MONTHS][LIABILITY CAP, e.g. net remuneration of the individual order][REFERENCE NAMING ALLOWED / NOT ALLOWED / ONLY AFTER APPROVAL][NOTICE PERIOD, e.g. 14 DAYS TO MONTH-END][PLACE OF JURISDICTION, e.g. Berlin]