Provider

Thinkpulse AI – Owner: Norman Kamradt

Lilo-Herrmannstraße 26, 16303 Schwedt (Germany)

Email: Norman.Kamradt@thinkpulseai.de

VAT status: Small business regulation pursuant to Section 19 UStG (no VAT charged/shown)

§1 Scope, B2B

(1) These Terms apply to all services provided by the Provider to entrepreneurs (Section 14 BGB). Contracts with consumers (B2C) are not concluded.

(2) Deviating terms of the Customer apply only with the Provider’s express consent in text form.

(3) Priority of individual agreements: SOW / Service & Fee Confirmation (LHB) prevails over these Terms.

§2 Contract model & commissioning (Framework + Call-offs)

(1) These Terms constitute the Master Services Agreement (MSA). Specific services are described in individual orders(e.g., SOW or LHB with scope, deliverables, timelines, prices).

(2) Commissioning occurs by:

a) countersigning an SOW/LHB in text form, or

b) call-off by email/text form referring to SOW/LHB/Ratecard, or

c) implied acceptance by starting work after sending the SOW/LHB, unless the Customer objects in text form within 3 business days.

(3) Changes to scope only under the Change Control procedure (§10).

(4) Text form is sufficient (email), unless written form is agreed.

§3 Service description (artefacts), demarcation

(1) Type of performance. Unless a specific result is expressly owed, services are services under Sections 611 et seq. BGB. For clearly defined text deliverables, a result under Sections 631 et seq. BGB may be agreed in the SOW/LHB.

(2) Contents (artefacts; no implementation) – as per SOW/LHB, in particular:

– Discovery & target picture (interviews/workshop, result protocol)

– Architecture Note (text concept: roles, approvals, export/governance paths, process interfaces)

– Governance Pack (policies on data protection/minimisation, DPA triggers, responsibilities, export controls, audit trail)

– Process blueprints & checklists (promptless/marker-based – as principles, no framework transfer)

– Review/audit of existing practices with action list

– Pilot blueprint (no-code) incl. success criteria / test plan

– Briefing/training on how to use the artefacts

(3) Not owed (unless separately agreed):

– Software development, API/system integration, (fine)-tuning, productive operation/SLA/support

– Transfer/licensing of proprietary frameworks/methods (incl. Mind Grid, MAIR/NK, Doku Core, CortexOS, marker/export/GUI concepts) beyond §8

– Open downloads

(4) Subcontractors/implementation: If implementation is desired, it is commissioned separately (own SOW/LHB; possibly external implementation partner). The Provider is not obliged to accept such work.

§4 Project organisation & cooperation

(1) Both parties appoint contacts; decisions/feedback are provided in a timely manner.

(2) The Customer provides information, documents, access in time, warrants rights in own content and indemnifies against third-party claims.

(3) Data minimisation / test data: Without a DPA, the Provider does not process real personal data; pseudonymisation/minimisation applies.

(4) Backups in the Customer’s systems are the Customer’s responsibility.

(5) Missing cooperation shifts timelines appropriately; additional costs are borne by the Customer.

§5 Prices, remuneration, adjustments

(1) Remuneration on fixed price or time & material (day/hour rate) per SOW/LHB/Ratecard.

(2) Travel/incidental expenses against receipts; travel time counts as working time if agreed.

(3) Price changes apply only to future call-offs/orders; ongoing SOWs remain unaffected.

(4) VAT: no VAT pursuant to Section 19 UStG (small business).

§6 Invoicing & payment

(1) Invoicing as per SOW/LHB (milestones/monthly/acceptance). E-invoices permitted.

(2) Payment term: 14 calendar days net. International bank charges borne by the Customer.

(3) Default: statutory default interest; €40 flat fee (Section 288(5) BGB).

(4) Set-off/retention: only with undisputed or finally adjudicated claims; retention only from the same contract.

Explanation: prevents “withholding an invoice” due to unrelated legacy disputes.

§7 Confidentiality & NDA

(1) Parties keep all non-public information confidential.

(2) Exceptions: already public, lawfully obtained from third parties, statutory disclosure duties.

(3) Disclosure to advisers/subcontractors only with equivalent confidentiality obligations (contractually ensured).

(4) Duration: 5 years from contract end (longer statutory duties unaffected).

(5) NDA add-on: For particularly sensitive content, a separate NDA may be concluded (prevails over this clause).

(6) Document delivery: No open downloads; sensitive documents are provided customer-specific and labelled.

§8 Rights of use & protection of frameworks

(1) After full payment, the Customer receives for the artefacts created for the Customer (e.g., Architecture Note, Governance Pack, Process Blueprints) a simple, non-exclusive, non-transferable right of use for internal use within the Customer’s company for the purpose described in the SOW/LHB (purpose limitation). Internal distribution within the company is permitted.

(2) The Provider’s proprietary frameworks/methods/templates (incl. Mind Grid, MAIR/NK, Doku Core, CortexOS, marker/export/GUI concepts) remain the Provider’s intellectual property. No right to reproduce, adapt, publish, distribute, sub-license or use to develop competing systems beyond para. 1.

(3) Source files/repos/methodological specifications are not owed; delivery only by separate agreement with separate remuneration.

(4) The Provider may use generic, non-confidential learnings to improve quality; the Customer’s trade and business secrets remain protected (§7).

(5) Marking/attribution: The Provider may mark artefacts with a copyright notice; public reference to the Customer only with the Customer’s consent (§16).

§9 AI & third-party services

(1) The Provider may use third-party services/AI APIs for analysis/creation of artefacts (e.g., language models, collaboration tools). Their availability/quality/changes are outside the Provider’s sphere.

(2) Training opt-out: Where technically and contractually available, the Provider sets options that exclude use of content for training.

(3) No real data without DPA & approval: The Customer shall not submit real personal data or trade secrets to AI interfaces unless:

– legal bases exist and are documented, and

– a DPA (Art. 28 GDPR) with the Provider is in place, and

– use is expressly released in the SOW/LHB (incl. purpose, data categories, storage location, deletion periods, TOM).

(4) Minimal principle & pseudonymisation: Only necessary content is processed; pseudonymised/ anonymised where possible.

(5) Third-party licence terms must be observed; the Provider will point out essential licences project-specifically.

§10 Change Control (scope changes)

(1) Changes are requested by the Customer in text form.

(2) The Provider prepares an impact analysis (content/timeline/costs).

(3) Implementation starts only after approval; until then the original scope applies.

(4) Small, urgent adjustments without material extra effort may be implemented in advance; they are documented/invoiced afterwards.

§11 Timelines & force majeure

(1) Timelines/milestones follow the SOW/LHB and depend on timely Customer cooperation.

(2) Force majeure (e.g., widespread cloud/AI outages, strike, official orders) suspends obligations for the duration of the impediment; deadlines extend reasonably.

§12 Acceptance (only for work-results)

(1) For work results owed under a contract for work, the Provider declares readiness for acceptance; the Customer reviews within 7 calendar days and raises concrete objections in text form.

(2) Deemed acceptance: Without substantial objection within the period, the performance is deemed accepted.

(3) Minor deviations do not justify refusal; defects will be remedied within a reasonable period.

§13 Data protection & DPA

(1) Processing of personal data according to the Provider’s Privacy Policy.

(2) A DPA is concluded where the Provider processes personal data on behalf; the Customer ensures legal bases.

(3) TOM (technical/organisational measures) are documented and provided on request.

(4) Deletion/archiving: Project data is deleted/archived after project end unless statutory retention prevents deletion.

§14 Subcontractors

The Provider may use qualified subcontractors and remains responsible for selection/management; data protection/confidentiality must be ensured. There is no obligation to commission subcontractors.

§15 Warranty & liability (B2B)

(1) For services, the Provider owes due care, not a specific result.

(2) Liability is unlimited for intent, gross negligence, injury to life, body, health, under the German Product Liability Act, and where a guarantee was expressly assumed.

(3) In case of simple negligence breaching material contractual obligations, liability is limited to the typical, foreseeable damage, capped at the remuneration owed under the respective order.

(4) For simple negligence breaching non-material duties, liability is excluded.

(5) Data loss: liability only if the damage would have occurred despite proper, risk-adequate backups by the Customer.

(6) No liability for third-party services/availability; claims are governed by their terms.

(7) Limitation: Customer claims (except under para. 2) become time-barred 12 months after acceptance/completion.

§16 References & communication

(1) Naming the Customer as a reference requires prior consent.

(2) Use of the Provider’s brands/designations by the Customer only with consent.

(3) Communication: Declarations may be made in text form by email; e-signatures are accepted.

§17 Term & termination

(1) The framework agreement (MSA) is open-ended. Individual orders end upon acceptance/final payment.

(2) Extraordinary termination for good cause remains unaffected.

(3) If the Customer terminates without good cause, services rendered to date are payable; approved partial works are deemed accepted.

§18 Export control & compliance (optional)

The Customer complies with export/sanctions/compliance regulations. The Provider may refuse services where legal risks exist.

§19 Final provisions

(1) German law applies; UN Sales Convention (CISG) excluded.

(2) Place of jurisdiction & performance: seat of the Provider (Schwedt/Oder), where the Customer is a merchant.

(3) Severability: Unenforceable provisions are replaced by statutory rules; the remainder of the contract remains effective.

§20 Glossary (abbreviations)

• MSA (Master Services Agreement) – framework; these Terms form the contractual framework for all orders.

• Framework agreement – German: MSA (see above).

• SOW (Statement of Work) – order/spec with scope, deliverables, timelines, prices.

• LHB (Service & Fee Confirmation) – lean commissioning in text form (scope + fees) without a full SOW.

• Ratecard – current overview of day/hour rates and flat incidentals.

• DPA (AVV) – Data Processing Agreement under Art. 28 GDPR between Customer (controller) and Provider (processor).

• DPA trigger – when a DPA is required: as soon as the Provider processes personal data on behalf (e.g., access to real data, export/analysis, support with personal reference).

• NDA – separate non-disclosure agreement, deepening confidentiality (supplements §7).

• Audit trail – traceable, tamper-evident logging of relevant steps (e.g., approvals, exports, changes) incl. timestamps/responsibilities.

• Change Control – formal change process for scope/timelines/costs: Customer request → Provider impact analysis → implementation only after approval (§10).

• TOM – technical/organisational measures under Art. 32 GDPR (e.g., access control, encryption, deletion policy) documented by the Provider.

• Training opt-out – AI-service setting: do not use content for model training.

• SLA – service levels (e.g., fixed response times). Not owed unless agreed.

• Implied acceptance – silent acceptance by starting work.