General Terms and Conditions

§ 1 Scope of Application and Contracting Parties

(1) These General Terms and Conditions (hereinafter "Terms") apply to all contracts, pre-contractual obligations, deliveries and services between

Cogswell IT Dienstleistungen, owner Joshua Cogswell, Georg-Moller-Weg 29, 64625 Bensheim (hereinafter "Cogswell IT" or "Contractor")

and the contracting party (hereinafter "Customer" or "Client"). The Terms apply in the version valid at the time of conclusion of the contract.

(2) Restriction to Entrepreneurs (B2B). Cogswell IT provides its services exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Contracts with consumers within the meaning of section 13 BGB are generally not concluded. By placing the order, the Client confirms that it is acting in the exercise of its commercial or independent professional activity. Should a contract exceptionally be concluded with a consumer, § 33 of these Terms shall apply in addition.

(3) Priority of Individual Agreements. Individually agreed terms in written form shall take precedence over these Terms (section 305b BGB).

(4) Deviating Terms of the Client. General terms and conditions or purchasing conditions of the Client shall not become part of the contract, even if Cogswell IT does not expressly object to them.

(5) Application to Subsequent Transactions. These Terms shall apply in their currently valid version as a framework agreement also to future contracts with the same Client.

§ 2 Definitions

For the purposes of these Terms, the following terms mean:

• "Services" means all service, work and other performance provided by Cogswell IT, including consulting, conception, implementation, training, ongoing support and AI-based services.
• "Digital Product" means any digital work result created or configured by Cogswell IT (e.g. website, voice agent, chatbot, automation workflow, booking system).
• "Third Parties" means external providers of software, hosting, AI models, telecommunications and cloud services (e.g. Microsoft, OpenAI, Anthropic, ElevenLabs, Twilio, n8n, Make, Zapier, web hosts, DENIC eG).
• "AI Services" means all services that are based, in whole or in part, on artificial intelligence models, machine learning or generative AI.
• "Written Form" within the meaning of these Terms also includes text form pursuant to section 126b BGB (in particular email), unless strict written form is expressly agreed.

§ 3 Subject Matter and Scope of Services

(1) Cogswell IT provides in particular the following Services:

• AI consulting and strategy roadmaps;
• conception, development and operation of AI voice agents for automated telephone answering;
• process automation by means of workflow platforms (e.g. n8n, Make, Zapier);
• conception and implementation of booking software;
• conception, design and development of websites and web applications;
• conception and development of recruiting and career pages including application funnels and optional AI-supported candidate matching;
• app and software development as well as development of interfaces (APIs);
• conception and implementation of AI-supported chatbots;
• IT service, Microsoft 365 setup, migration and support, including Copilot and Power Platform services;
• training sessions and workshops on all of the above Services.

(2) Authoritative Description of Services. The specific scope of services is determined exclusively by the individual offer or order confirmation of Cogswell IT. Information in advertising materials, websites, price lists or verbal statements are non-binding descriptions of services and not guarantees of quality (section 443 BGB).

(3) Legal Nature. The Services may have the character of a service contract or a contract for work and services. The legal classification depends on the specific service content commissioned.

(4) Modifications. Cogswell IT is entitled to make technical changes or improvements to the agreed Services, provided that these are reasonable for the Client.

§ 4 Offer and Conclusion of Contract

(1) Offers by Cogswell IT are subject to change without notice. Binding, individually prepared offers are valid for 30 days from the date of the offer.

(2) The contract is concluded upon order confirmation in text form or upon commencement of the provision of services.

(3) Oral side agreements require confirmation in text form by Cogswell IT in order to be effective.

(4) Upon conclusion of the contract, the Client confirms that it is acting as an entrepreneur within the meaning of section 14 BGB. Cogswell IT is entitled to request proof (commercial register extract, business registration, VAT ID).

§ 5 Client's Cooperation Obligations

(1) The Client shall provide, in good time, completely and in a suitable form, all required data, content, texts, images, logos, brand names, access credentials, test telephone numbers, API keys and other information.

(2) The Client shall designate a responsible contact person with sufficient decision-making authority.

(3) The Client shall ensure that it holds all necessary rights to the content it provides and that its use does not violate the rights of third parties or any laws.

(4) Cogswell IT shall provide the Client with drafts, concepts, test versions or demo agents for review. If the set deadline (at least 5 business days) expires without result, these shall be deemed approved, provided that the Client was made aware of this consequence.

(5) Consequences of Delayed Cooperation. The performance period shall be extended accordingly. Additional effort shall be invoiced at the agreed hourly or daily rates.

(6) Data Backup. The Client is responsible for the regular backup of its own data. Before the commencement of migration, integration or configuration work, the Client shall create backup copies.

(7) Project Standstill. If a project rests for more than 30 calendar days because required cooperation is not provided despite a reminder, Cogswell IT is entitled to invoice the services rendered up to that point and to demand a rescheduling of the project at current conditions. If Cogswell IT sets a reasonable grace period of at least 14 calendar days and this expires without result, Cogswell IT may terminate the contract; § 19 para. 5 applies accordingly.

§ 6 Provision of Services, Deadlines, Subcontractors

(1) Date and deadline specifications are only binding if they have been expressly agreed in writing as binding.

(2) Delays due to force majeure, strikes, official measures, cyberattacks, third-party failures or delayed cooperation shall extend the performance period by the duration of the impediment plus a reasonable start-up period.

(3) Subcontractors. Cogswell IT is entitled to engage qualified subcontractors and third parties, but remains responsible for the proper provision of services.

(4) Appointment Cancellations. If the Client cancels an agreed chargeable appointment (e.g. workshop, training, on-site assignment) later than two working days before the appointment or fails to attend, Cogswell IT may charge 50 % of the remuneration attributable to the appointment as a lump-sum cancellation fee. The Client remains free to prove that no or a substantially lower loss was incurred; saved expenses are credited. Free initial consultations are exempt.

Missed appointments. If the client cancels an agreed chargeable consulting, training or on-site appointment less than 24 hours before it starts, or fails to attend without cancellation, Cogswell IT may charge a cancellation fee of 50% of the remuneration agreed for the appointment. Saved expenses are credited; the client remains free to prove that no or a significantly lower loss was incurred. The free initial consultation is exempt.

§ 7 Special Conditions for AI Consulting

(1) AI consulting typically includes potential analysis, use-case prioritisation, roadmap creation and ROI models.

(2) Cogswell IT owes professional consulting. No specific economic success, no specific ROI and no specific efficiency gain is owed, unless this has been expressly agreed in writing as a result owed.

(3) Consulting services are of a service contract nature (sections 611 et seq. BGB).

§ 8 Special Conditions for AI Voice Agents

(1) Content of Services. Cogswell IT designs, implements and operates AI-supported voice agents for automated answering and placing of telephone calls. The scope of services may include setup, persona design, knowledge integration, integration into third-party systems as well as ongoing operation and optimisation.

(2) Availability. A specific availability (SLA) is only owed if expressly assured in the individual contract. Furthermore, availability depends on third parties (telecommunications, AI models, speech synthesis, cloud); to that extent, liability is limited in accordance with § 24.

(3) Recording and Data Protection. Voice agents process voice recordings, transcripts and personal data of callers. The Client is the controller within the meaning of the GDPR. It is obliged to:

• inform callers at the beginning of the call, in a manner compliant with data protection law, about the AI-supported processing and any recording;
• ensure a suitable legal basis (e.g. consent, legitimate interest);
• fulfil the required information obligations pursuant to Articles 13/14 GDPR;
• review confidentiality obligations (e.g. medical professional secrecy, section 203 of the German Criminal Code) on its own responsibility.

Cogswell IT supports the Client by providing sample texts; legal responsibility remains with the Client.

(4) Commissioned Processing. Insofar as Cogswell IT processes personal data on behalf of the Client, the parties shall conclude a separate data processing agreement (DPA) pursuant to Article 28 GDPR.

(5) AI Limitations. AI voice agents may provide erroneous responses (so-called "hallucinations"). 100 per cent correctness cannot be technically guaranteed. For safety-critical, medical, financial or legal applications, escalation paths to human staff must be implemented as a mandatory requirement.

(6) Telecommunications Fees. Telephony, speech synthesis, AI model and transcription costs incurred shall be invoiced on a usage basis, unless included in a flat-rate package.

(7) Outbound Calls. If the Client uses the voice agent for outbound calls, the Client is obliged to comply with all statutory requirements, in particular section 7 of the German Act against Unfair Competition (UWG) (prohibition of harassing advertising), section 7a UWG (documentation of consent), the German Telecommunications Act (TKG) and the GDPR. Cogswell IT is entitled to block outbound functions without prior notice if there is sufficient suspicion of unlawful use.

§ 9 Special Conditions for Process Automation

(1) Cogswell IT designs and implements workflows on platforms such as n8n, Make or Zapier as well as Power Automate.

(2) A prerequisite is the availability of functioning APIs of the third-party systems used by the Client. Changes, restrictions or discontinuation of these APIs are outside the area of responsibility of Cogswell IT. Necessary adjustments shall be carried out against separate compensation.

(3) Licence costs of the platforms used shall be borne by the Client, unless otherwise agreed.

§ 10 Special Conditions for Booking Software and Chatbots

(1) Cogswell IT sets up booking software and chatbots, integrates them into the Client's systems and trains the Client in their use.

(2) After handover, the Client is responsible for content maintenance, unless ongoing support has been commissioned.

(3) For chatbots, § 8 paragraph 5 (AI limitations) shall apply accordingly.

§ 11 Special Conditions for Web Design and Web Development

(1) Conception and Draft. Within the scope of artistic and creative freedom, the decision on layout details shall remain with Cogswell IT; rejection solely on grounds of taste shall not constitute a defect.

(2) Change Requests. Requests beyond the number of revision rounds agreed in the offer (standard: two) shall be invoiced on the basis of the agreed hourly or daily rate.

(3) Hosting and Domains. Cogswell IT merely arranges hosting and domain registrations. The terms of the hosts and registries shall apply (in particular DENIC eG for .de domains).

(4) Client's Content. Images, texts, fonts and other content provided by the Client must be capable of being used lawfully. The Client shall indemnify Cogswell IT against claims of third parties due to unlawful content.

(5) Search Engine Ranking. No specific placement in search engines or specific traffic is owed.

§ 11a Special Conditions for Recruiting and Career Pages and AI-Supported Candidate Matching

(1) Subject matter. Cogswell IT designs and develops career pages including job-ad management and application forms ("application funnel"). Optionally, an AI-supported candidate matching can be commissioned that summarises incoming applications and produces assignment suggestions for open positions.

(2) Roles under the GDPR. Applicant data is processed exclusively on behalf of and according to the instructions of the Customer. The Customer is the controller within the meaning of Art. 4 No. 7 GDPR; Cogswell IT is the processor; § 25 para. 2 (conclusion of a data processing agreement) applies accordingly. The Customer in particular ensures the legal bases of the processing, compliance with the information obligations towards applicants (Art. 13 GDPR) and a deletion concept after completion of the application procedure; Cogswell IT provides technical support in this respect.

(3) No automated decision-making. The candidate matching produces summaries and suggestions solely to prepare human decisions. It does not make automated individual decisions within the meaning of Art. 22 GDPR, does not assign final ratings and does not reject applications. Every application is made fully available to the Customer; the selection decision rests solely with the Customer.

(4) Responsibility for content. The Customer is solely responsible for the content of job advertisements, in particular their compliance with the German General Equal Treatment Act (AGG) and other employment-law requirements. Cogswell IT does not owe any legal review.

(5) Visibility in search services. What is owed is the technical markup of job advertisements (e.g. structured data according to the JobPosting standard), where agreed. The actual inclusion, display or ranking in third-party search services (e.g. Google for Jobs) is not owed.

(6) AI notices. § 22 applies accordingly to the candidate matching; the Customer reviews AI-generated summaries and assignment suggestions before taking measures based on them.

§ 12 Special Conditions for IT Service / Microsoft 365

(1) Setup and Migration. The scope of services is determined by the selected package or the individual offer.

(2) Third-Party Licences. Microsoft 365 licences, Copilot licences and licences of other manufacturers shall be obtained directly by the Client or arranged via Cogswell IT; in the latter case, the licence conditions of the respective manufacturer shall apply in addition.

(3) Service Level (SLA). Response times and availability are governed by the package booked or the individually agreed SLA.

(4) Helpdesk. Support shall be provided within the scope of the booked package during business hours. 24/7 availability only upon express agreement.

§ 12a Special Conditions for Web Hosting and Maintenance Contracts

(1) Availability. Cogswell IT aims for an availability of 99 % as an annual average for hosting services. Excluded from this are announced maintenance windows, failures of third-party infrastructure (in particular data centre, network operators, DNS and certificate services), force majeure and attacks by third parties (e.g. DDoS), insofar as Cogswell IT is not responsible for them. A specific availability is only owed if it has been expressly agreed as a service level.

(2) Maintenance Windows. Cogswell IT announces planned maintenance work that may lead to an interruption with reasonable advance notice where possible and carries it out at times of low usage.

(3) Scope of Maintenance Contracts. The scope of the maintenance services owed (e.g. updates, security patches, backups, change quotas, response times) results exclusively from the maintenance package agreed in each case. Unused quotas expire at the end of the respective billing period unless otherwise agreed.

(4) Backups. Agreed backups serve operational recovery, not audit-proof archiving. Statutory archiving obligations of the Client remain the Client's responsibility.

(5) Cooperation. The Client keeps its contact details up to date and names a contact person for security-relevant notifications. In cases of imminent danger (e.g. an acute security incident), Cogswell IT may take urgent protective measures without prior consultation and informs the Client immediately afterwards.

Provider switching (Data Act). For web hosting services, Cogswell IT supports the client in switching to another provider to the extent mandatorily required by Regulation (EU) 2023/2854 (Data Act). Any further support, export or migration services are provided against remuneration on a time-and-materials basis. There is no obligation to hand over trade secrets, system configurations or Cogswell IT's own know-how beyond the contractually owed work results.

§ 13 Third-Party Services

(1) Cogswell IT uses third-party providers (AI model providers such as OpenAI, Anthropic, Microsoft, Google; speech synthesis; telecommunications and cloud providers; payment service providers; hosts; registries). In the case of arrangement, Cogswell IT acts merely as an intermediary.

(2) The terms and conditions, licence and data protection provisions of the respective third-party providers shall apply. Cogswell IT shall not be liable for their availability, functionality or price changes, unless attributable to Cogswell IT.

(3) Security risks of software and models used cannot be entirely excluded. Cogswell IT shall not be liable for damages arising from manufacturer-side vulnerabilities, unless attributable to Cogswell IT.

(4) Changes at Third-Party Providers. If third-party providers (in particular providers of AI models, APIs, platforms or licences) change their services, interfaces, licence or price conditions or discontinue services, Cogswell IT is entitled to use functionally equivalent alternatives. If such a change leads to substantial additional costs, § 15 para. 5 applies accordingly. If a third-party service is discontinued without replacement and no reasonable alternative is available, both parties are entitled to terminate the contract with respect to the affected service with reasonable notice; services already rendered remain subject to remuneration.

§ 14 Prohibited Use (Acceptable Use Policy), Customer Account and Suspension

(1) The Client is obliged not to use the Services for unlawful, immoral or reputation-damaging purposes with respect to Cogswell IT. In particular, the following are prohibited:

• sending unsolicited advertising (spam, cold calls, robocalls) in violation of section 7 UWG, the GDPR or comparable provisions;
• use of the Services for phishing, identity theft, fraud, extortion, money laundering or other criminal offences;
• dissemination of content glorifying violence, harmful to minors, pornographic, racist, terrorist or otherwise unlawful;
• processing of special categories of personal data (Article 9 GDPR, e.g. health data) without an express written agreement and without an appropriate legal basis;
• manipulation, circumvention or reverse engineering of security mechanisms, AI models, prompt structures or other protective measures;
• passing on access credentials to unauthorised third parties;
• load on the systems beyond what has been contractually agreed.

(2) Customer Account. Where Cogswell IT provides the Client with a customer account for the use of certain Services (e.g. customer portal, Cogswell Hub app, appointment management or ticket system), the Client is obliged to keep the access credentials confidential, not to pass them on to unauthorised third parties and to inform Cogswell IT without undue delay if there are indications of misuse of the account.

(3) Suspension of the Customer Account and Services. Cogswell IT is entitled to temporarily suspend the Client's customer account and affected Services in whole or in part if

• there are concrete indications that the Client is violating these Terms, in particular paragraph 1;
• the suspension is necessary to protect the systems of Cogswell IT, other clients or third parties, for example in the event of compromised access credentials, attacks on the infrastructure or malware;
• the Client is in default with a not insignificant part of the compensation despite a reminder and a reasonable grace period; the right to refuse performance under section 17 remains unaffected; or
• a statutory obligation or an official or court order requires the suspension.

(4) Proportionality, Information and Lifting. In selecting the type and duration of the suspension, Cogswell IT shall take the legitimate interests of the Client into account. Where possible and reasonable, the Client will be warned before the suspension or only individual functions will be suspended; in the event of a justified suspicion of serious violations or imminent danger, the suspension may take place without prior notice. Cogswell IT shall inform the Client without undue delay of the suspension and its reason, unless doing so would defeat the purpose of the suspension or is legally impermissible. The suspension shall be lifted without undue delay as soon as its reason no longer applies. The Client's obligation to pay ongoing compensation remains in force during any suspension for which the Client is responsible; further statutory rights of the Client remain unaffected.

(5) Extraordinary Termination. A violation entitles Cogswell IT to terminate the contract without notice and to assert all damages. Compensation already paid shall not be refunded.

(6) Indemnification. The Client shall indemnify Cogswell IT against all claims of third parties, fines, penalties, costs of warning letters and reasonable costs of legal defence.

§ 15 Compensation and Payment Terms

(1) The compensation specified in the offer or order confirmation shall apply. All prices are, unless otherwise stated, in Euro net plus statutory value added tax.

(2) Payment Term. Invoices are due within 14 calendar days of the invoice date without deduction. Payments shall be deemed to have been made only upon receipt in the account of Cogswell IT.

(3) Default. In the event of default of payment, Cogswell IT is entitled to demand default interest at a rate of 9 percentage points above the base interest rate (section 288 paragraph 2 BGB) as well as a lump sum of 40 Euro (section 288 paragraph 5 BGB). The assertion of further damage remains reserved.

(4) Set-off. The Client is only entitled to set off if its counterclaim is undisputed or has been established by a final court decision.

(5) Price Adjustment for Ongoing Services. Cogswell IT is entitled to adjust the compensation with a notice period of 6 calendar weeks to the end of the quarter, insofar as its own costs change. In the event of an increase of more than 10 %, a special right of termination shall apply.

(6) Service Flat Rate for Third-Party Providers. For software obtained from third-party developers, a reasonable service flat rate may be charged.

(7) Additional Effort. Effort exceeding the agreed scope of services shall be invoiced at the agreed hourly or daily rate. Cogswell IT shall inform the Client in advance.

(8) Withholding of Services in the Event of Default. If the Client is in default of payment with a not insignificant amount, Cogswell IT is entitled — after an unsuccessful reminder and prior notice in text form with a period of 7 calendar days — to temporarily suspend or withhold ongoing services (in particular hosting, maintenance, support and access) until the arrears have been settled. The Client's obligation to pay remains in force during the suspension. Statutory retention and surrender obligations as well as legitimate interests of the Client are taken into account when exercising this right.

Electronic invoicing. Invoices are transmitted electronically – as e-invoices in a structured format (Sec. 14 UStG, EN 16931) or as PDF. The client ensures it can receive electronic invoices; there is no entitlement to paper invoices.

§ 16 Down Payment

(1) For the creation of digital products, Cogswell IT is entitled to invoice a down payment of 50 % of the agreed production costs upon commencement of conception or development.

(2) If the contract is terminated for reasons attributable to the Client, Cogswell IT retains the claim to the down payment as compensation for effort. If, up to the time of termination, Cogswell IT can be shown to have provided services of a value lower than the down payment, the difference shall be refunded to the Client.

(3) In the event of termination of the contract for work and services by the Client pursuant to section 648 BGB, Cogswell IT retains the claim to the agreed compensation; saved expenses shall be deducted. It is rebuttably presumed that Cogswell IT is entitled to 50 % of the compensation attributable to the part of the work performance not yet rendered (section 648 sentence 3 BGB).

§ 17 Creditworthiness, Security and Right to Refuse Performance

(1) Credit Check. Cogswell IT is entitled to obtain a credit report on the Client (e.g. from a credit reporting agency) before and during the performance of the contract, insofar as this is reasonably necessary for the performance of the contract.

(2) Security Deposit. For orders with a contract value of 5,000 Euro net or more, as well as for ongoing Services with a monthly volume of 500 Euro net or more, Cogswell IT is entitled to demand a reasonable security deposit (advance payment, bank guarantee) before commencement or continuation of the Services, provided that there are justified doubts about the Client's solvency.

(3) Refusal of Performance in the Event of Default. If the Client is in default with due payments for more than 14 days or if direct debits are returned, Cogswell IT is entitled to suspend all ongoing Services (voice agent operation, hosting, IT service, SaaS access) until settlement. The claim to compensation remains unaffected.

(4) Reactivation. For the reactivation of suspended Services, Cogswell IT is entitled to charge compensation for effort in the amount of 250 Euro plus VAT per reactivation.

§ 18 Extraordinary Termination, Insolvency

(1) Cogswell IT may terminate the contract for good cause with immediate effect if:

• insolvency proceedings have been applied for, opened or refused for lack of assets in respect of the Client's assets, insofar as legally permissible;
• the Client suspends payments;
• the Client is in default of payment for more than 30 days and fails to comply with a reminder setting a deadline of at least 14 days;
• the Client materially breaches § 14 (Prohibited Use), § 25 (GDPR obligations), § 27 (Confidentiality) or § 28 (Non-solicitation of Employees) and a reasonable cure period has expired without result; setting a deadline shall not be required if the breach is so serious that continuation of the contract is not reasonable.

(2) In the event of extraordinary termination, claims to compensation for services already rendered as well as claims for damages remain unaffected.

§ 19 Contract Term and Termination of Ongoing Services

(1) Contracts for ongoing Services have, unless otherwise agreed, a minimum term of 12 months. They shall be extended by a further 12 months in each case, unless terminated with a notice period of 3 months to the end of the term.

(2) The right to extraordinary termination for good cause (§ 18) remains unaffected.

(3) Form. Notices of termination require text form.

(4) Upon the effectiveness of termination, the obligations to perform shall end. Upon request, Cogswell IT shall support data migration; this effort shall be invoiced on an hourly or daily rate basis.

(5) Free Termination of Work Performances. If the Client terminates a contract for work performances before completion without Cogswell IT being responsible for this (§ 648 BGB), Cogswell IT may demand the agreed remuneration in full for services already rendered and, for the part not yet rendered, a lump sum of 15 % of the remuneration attributable thereto. Both parties remain free to prove that the amount due to Cogswell IT is higher or lower.

§ 20 Acceptance

(1) In the case of services constituting work performance, Cogswell IT shall notify completion in text form. The Client shall accept the performance within 10 business days of receipt of the notice.

(2) Refusal of acceptance on the grounds of non-material defects is excluded (section 640 paragraph 1 sentence 2 BGB). Acceptance may not be refused on purely artistic or design-related grounds.

(3) Deemed Acceptance. If the Client does not respond within 10 business days and also does not expressly accept the performance, the performance shall be deemed accepted, provided that Cogswell IT has drawn attention to this consequence (section 640 paragraph 2 BGB).

(4) Going Live. A productive go-live or actual use shall likewise constitute implied acceptance.

§ 21 Retention of Title and Rights of Use

(1) Retention of Title. Until full payment of all claims, all deliveries and works shall remain the property of Cogswell IT.

(2) Rights of Use upon Payment. Upon full payment, the Client shall receive in the work results specifically created for the Client a simple, non-exclusive right of use, unlimited in time and territory, for the agreed purpose. Transfer to third parties or processing by third parties requires the prior consent of Cogswell IT.

(3) Reserved Rights. Cogswell IT reserves the right to use generic concepts, methods, templates, frameworks, libraries, generic prompts and the know-how acquired through the performance of the order for other orders.

(4) Open Source and Third-Party Software. Insofar as Cogswell IT integrates open source or third-party software, the respective licence terms shall additionally apply.

(5) Handover of Source Code and Concepts. A handover of source code, workflow definitions, prompt structures or voice agent configurations is only owed if this has been expressly agreed in writing.

Pre-existing know-how. Tools, libraries, code components, templates, configurations and other know-how that Cogswell IT has developed independently of the specific order or uses across engagements remain the exclusive property of Cogswell IT. The client receives a non-exclusive, perpetual right to use them as an integral part of the contractual work results for its own purposes; isolated exploitation, transfer or licensing to third parties is excluded. The granting of rights in work results created individually for the client remains unaffected.

§ 22 Notes on Artificial Intelligence

(1) AI systems may produce erroneous, incomplete, biased, outdated or inappropriate results. Continuous substantive correctness cannot be guaranteed.

(2) The Client undertakes to verify AI-generated content for plausibility, accuracy and suitability prior to productive use.

(3) Cogswell IT shall not be liable for substantively inaccurate AI outputs, unless these are based on misconfiguration attributable to Cogswell IT and are imputable within the framework of § 24.

(4) Regulatory Obligations. Cogswell IT uses AI systems in accordance with the EU AI Regulation. The obligations as deployer within the meaning of the AI Regulation remain with the Client, unless otherwise agreed.

(5) Transparency and labelling obligations. Where transparency or labelling obligations apply to the use of AI systems (e.g. chatbots, voice agents, AI-generated content), in particular under Art. 50 of Regulation (EU) 2024/1689 (AI Act), their implementation in ongoing operation is the client's responsibility unless expressly commissioned as a service from Cogswell IT. The client must not remove labels put in place by Cogswell IT.

(6) Prohibited and high-risk uses. The client will not use the provided AI functions for practices prohibited under Art. 5 AI Act, nor for high-risk use cases within the meaning of the AI Act, unless high-risk use has been expressly agreed in writing and specifically arranged. If the client breaches this, the client shall indemnify Cogswell IT on first demand against all resulting third-party claims and fines, unless Cogswell IT is responsible for the breach.

(7) Automated decisions. If the client takes decisions with legal effect or similarly significant impact on third parties (e.g. applicants or the client's customers) based on AI output, the client ensures the required human review and compliance with Art. 22 GDPR on its own responsibility.

(8) No model training with client data. Cogswell IT does not use the client's content or personal data to train its own or general AI models. When using third-party AI services, Cogswell IT selects providers and configurations under whose applicable terms the transmitted content is not used to train general models.

§ 23 Warranty

(1) Cogswell IT shall provide its Services with the due professional care in accordance with the recognised state of the art.

(2) In the case of services constituting work performance, Cogswell IT shall initially have the right to subsequent performance. If subsequent performance fails after two attempts, the Client may reduce the compensation or rescind the contract; damages only in accordance with § 24.

(3) Limitation Period. The limitation period for warranty claims relating to work performance is 12 months from acceptance. This shall not apply in the cases set out in § 24 paragraph 1.

(4) Notification of Defects. Apparent defects shall be notified in text form without undue delay, at the latest within 10 business days of knowledge.

(5) Own Interventions. Warranty claims are excluded if the Client or third parties have made changes without consent.

Pilot projects. Services designated as a pilot or trial phase serve evaluation under real conditions and may fall short of a production solution in scope, stability and documentation. During this phase, warranty rights relate to the agreed pilot objectives. Upon transfer to productive operation (acceptance, § 20), the general rules apply without restriction.

§ 24 Liability

(1) Cogswell IT shall be liable without limitation in the case of intent and gross negligence, in the case of injury to life, body or health, within the scope of a guarantee given, as well as under the German Product Liability Act.

(2) In the case of simple negligence, Cogswell IT shall only be liable for the breach of a material contractual obligation (cardinal obligation), limited to the foreseeable damage typical of the contract.

(3) Liability Cap. Liability is limited per damage event to the compensation paid in the last 12 months, with a minimum of 25,000 Euro and a maximum of 100,000 Euro per damage event. This limitation does not apply in the cases set out in paragraph 1.

(4) Loss of Data. For loss of data, Cogswell IT shall only be liable to the extent that the loss would also have occurred with reasonable data backup by the Client.

(5) Indirect Damages. Liability for indirect damages, lost profits, loss of revenue, reputational damage or consequential damages is excluded to the extent permissible.

(6) The limitations of liability shall also apply in favour of the employees, legal representatives, vicarious agents and subcontractors of Cogswell IT.

(7) Limitation Period. Claims for damages shall be time-barred within 12 months of knowledge.

(8) Indemnification. The Client shall indemnify Cogswell IT against claims of third parties arising from unlawful content or breaches of duty.

§ 25 Data Protection, Commissioned Processing and GDPR Recourse

(1) Both parties shall observe the GDPR and the German Federal Data Protection Act (BDSG).

(2) Commissioned Processing. Insofar as Cogswell IT processes personal data on behalf of the Client and bound by instructions, the parties shall conclude a separate data processing agreement pursuant to Article 28 GDPR. Until then, Cogswell IT is entitled to defer processing.

(3) Own Responsibility. Insofar as Cogswell IT processes data for its own purposes (contract handling, accounting), Cogswell IT is the responsible controller.

(4) Transfers to Third Countries. In the case of transfers to third countries, appropriate safeguards pursuant to Articles 44 et seq. GDPR shall be ensured.

(5) GDPR Recourse. If fines or claims for damages are imposed on Cogswell IT due to a data protection violation that is based on a breach of duty by the Client, an unlawful or insufficient instruction, or a missing or invalid legal basis on the part of the Client, the Client shall reimburse Cogswell IT for these amounts plus the costs of reasonable legal defence.

§ 26 Client Compliance (BFSG, TDDDG, Imprint, Cookies)

(1) The Client alone is responsible for compliance with all statutory requirements arising from the operation of the websites, applications, voice agents or other digital products created by Cogswell IT, in particular:

• requirements of the German Accessibility Strengthening Act (BFSG, applicable since 28 June 2025);
• obligations under the German Telecommunications-Digital-Services Data Protection Act (TDDDG), in particular cookie consent;
• imprint and provider identification obligations pursuant to section 5 of the German Digital Services Act (DDG);
• GDPR obligations (privacy policy, record of processing activities);
• industry-specific requirements (e.g. HWG, RDG, FinDAG).

(2) Cogswell IT implements the corresponding technical requirements only on express order and against separate compensation. Legal advice is not owed.

(3) The Client shall indemnify Cogswell IT against claims of third parties and fines arising from a breach of these compliance obligations.

Accessibility only if commissioned. Accessible design of websites, web applications and other digital services under the German Accessibility Improvement Act (BFSG, in force since 28 June 2025) or other requirements is owed only if expressly agreed as a service. The client verifies on its own responsibility whether and to what extent the BFSG applies to its offering. If statutory accessibility requirements are extended or become applicable after conclusion of the contract, their implementation constitutes a separately remunerated change service.

§ 27 Confidentiality

(1) Both parties shall treat all confidential information of the other party obtained – including business and trade secrets, customer data, conditions, source code, prompt structures, voice agent configurations – strictly confidential, shall not disclose them to third parties and shall use them solely for the purposes of the contract.

(2) The obligation shall continue to apply for 3 years after the end of the contract. Information that is in the public domain is excluded.

(3) The parties shall impose corresponding obligations on their employees and third parties engaged.

(4) Contractual Penalty. In the event of a culpable breach by the Client, the Client undertakes to pay a contractual penalty, the amount of which shall be determined by Cogswell IT at its reasonable discretion and shall be subject to judicial review (section 315 BGB), of at least 5,000 Euro per individual case, and in the case of continued breach, anew for each commenced calendar month. Further claims for damages remain reserved.

§ 28 Non-Solicitation of Employees

(1) The Client undertakes, during the term of the contract and for 12 months after the end of the contract, not to solicit, hire, employ or conclude consulting or service contracts with any employees, freelancers, subcontractors or contracting partners of Cogswell IT with whom the Client was in contact in the context of the performance of the contract.

(2) Excluded are cases in which the person concerned applies on their own initiative and without inducement by the Client for a publicly advertised position.

(3) Contractual Penalty. In the event of each culpable breach, the Client shall pay a contractual penalty in the amount of one gross annual salary of the solicited person, but at least 25,000 Euro. Further claims for damages remain reserved.

§ 29 Independent Activity, No Employee Leasing

(1) Cogswell IT provides all Services as an independent contractor. No employment relationship and no employee leasing within the meaning of the German Employee Leasing Act (AÜG) shall be established.

(2) Cogswell IT is free in its arrangement of activity, choice of work tools and allocation of working time. No integration into the Client's business shall take place.

(3) Cogswell IT registers its income itself for tax and social security purposes. Should an authority exceptionally assume an employment relationship, the Client shall indemnify Cogswell IT against any additional costs, insofar as these are not attributable to Cogswell IT.

§ 30 Travel Costs and Expenses

(1) Travel outside a radius of 30 km from Bensheim that the Client requests or that is required for the performance of the contract shall be compensated separately:

• travel time: 50 % of the agreed hourly rate;
• car mileage allowance: 0.42 Euro/km or the respective statutorily recognised lump sum;
• rail/flight: at cost against presentation of receipts (rail 1st class / Economy);
• accommodation: at cost in a 3- or 4-star hotel with breakfast;
• additional meal expenses: statutorily recognised lump sums.

(2) Travel costs shall be invoiced against presentation of receipts, unless a flat rate has been agreed.

§ 31 Force Majeure

Events of force majeure shall release the affected party from its obligation to perform for the duration of the impediment. Force majeure shall be deemed to include in particular war, terror, natural disasters, pandemics, official orders, strikes, lockouts, widespread internet or power outages, as well as serious cyberattacks and outages of essential third-party providers. The parties shall inform each other without undue delay.

§ 32 Self-Promotion and References

(1) The Client grants Cogswell IT the right to name the company and logo as well as a general project description in reference lists, on the website and in social media channels, provided that no legitimate confidentiality interests exist.

(2) Cogswell IT is entitled to place a discreet notice ("Web design by Cogswell IT" or similar) in the footer of a website it has created. Removal may be agreed against payment.

(3) The Client may object at any time in text form to use as a reference for the future.

§ 33 Note on the Right of Withdrawal

(1) Since Cogswell IT contracts exclusively with entrepreneurs (§ 1 paragraph 2), there is generally no statutory right of withdrawal. Sections 312g, 355 BGB apply exclusively to consumers.

(2) Note for Consumers (Exceptional Case). Should a contract exceptionally be concluded with a consumer, the following shall apply:

• The consumer has the right to withdraw from the contract within 14 days of conclusion of the contract without giving any reason.
• The withdrawal shall be declared to Cogswell IT Dienstleistungen, Joshua Cogswell, Georg-Moller-Weg 29, 64625 Bensheim, by email or letter.
• If the consumer expressly requests early commencement of performance, it shall, in the case of later withdrawal, reimburse the value of the services already provided on a pro-rata basis.
• The right of withdrawal shall expire in the case of service contracts with full performance only if the consumer has expressly consented that performance commences before the expiry of the withdrawal period and has at the same time confirmed that it loses its right of withdrawal upon full performance of the contract (section 356 paragraph 4 BGB).
• For digital content, section 356 paragraph 5 BGB shall apply accordingly.

(3) Cogswell IT shall obtain the corresponding consent as well as the confirmation of the loss of the right of withdrawal in text form prior to commencement of the provision of services.

§ 34 Final Provisions

(1) Applicable Law. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) Jurisdiction. The exclusive place of jurisdiction for all disputes is – as far as legally permissible – Bensheim. Cogswell IT is also entitled to bring an action at the general place of jurisdiction of the Client.

(3) Place of Performance. The place of performance is the registered office of Cogswell IT in 64625 Bensheim.

(4) Written Form. Amendments and supplements as well as all declarations concerning the contractual relationship require at least text form; this shall also apply to the cancellation of the written form requirement.

(5) Transferability. The Client may only transfer rights under the contract to third parties with the prior consent of Cogswell IT.

(6) Dispute Resolution. Cogswell IT is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board (section 36 of the German Consumer Dispute Resolution Act, VSBG).

(7) Severability Clause. The invalidity of individual provisions shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by an effective provision whose effects come closest to the economic objective intended.

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