Legal
This is a translation for convenience and has no legal effect of its own. The German version is the binding one.
Download as PDFPreamble. Hainzelman provides customers with software and platform services. Its core product is the AI Employee: pre-configured, role-based AI agents that assist with defined tasks and may, where agreed, access the customer's tools and systems. In addition, Hainzelman may provide the Hainzeloop platform or individual components thereof as an extension to existing IT systems or as standalone building blocks. AI Employees supplement the customer's teams; they do not replace them. The term AI Employee is a product designation and does not create any employment, service or other work relationship.
Hainzelman GmbH, Holstenstraße 17, 25469 Halstenbek, Germany (hereinafter Hainzelman or Provider) provides customers with software and platform services (Services), in particular AI Employees, the Hainzeloop platform and individual components thereof, generally in return for a fixed monthly fee.
These General Terms and Conditions (GTC) govern the provision and use of the Services by business customers (Customer). Consumers within the meaning of Section 13 of the German Civil Code (BGB) are excluded from use.
Deviating, conflicting or supplementary terms of the Customer shall become part of the contract only if Hainzelman expressly consents to their application in text form. This applies even where Hainzelman renders the Services without reservation while aware of such terms.
All Services are rendered exclusively on the basis of these GTC and the respective individual agreement (in particular the quotation and service description and, where applicable, a specification document). In the event of conflict, the individual agreement shall prevail over these GTC.
AI Employee means a role-based AI agent provided by Hainzelman with a defined scope of functions, operated on the Platform and capable, where agreed, of accessing the Customer's tools and systems.
Role means the contractually defined scope of tasks and functions of an AI Employee (e.g. reporting assistance, research assistance, quotation processing).
Hainzeloop means Hainzelman's runtime and orchestration environment (agent harness), which combines AI models, tools, data sources and approval and logging steps into executable workflows.
Platform means Hainzeloop including source code, models, components, configurations, container images and tools on the basis of which the Services are rendered.
Component means an individual, severable element of the Platform (e.g. runtime environment, connector, interface, module) which may also be provided independently of an AI Employee.
Customer Content means all data, documents, inputs and other content introduced into the Services by the Customer or its users, or processed on the Customer's behalf.
Operation in the Customer Environment means any provision of Hainzelman software, container images or Components operated wholly or partly on infrastructure controlled by or accessible to the Customer.
Customer Model means an AI model provided or licensed by the Customer itself, or expressly specified by the Customer as to provider or version.
The presentation of the Services, the role catalogue and any demonstrations does not constitute a binding offer.
The contract is formed upon Hainzelman's acceptance of the Customer's order. Acceptance occurs by confirmation in text form (e.g. e-mail), by countersigning the quotation, or by provision of the Service.
The subject matter of the contract is the provision of the agreed Services. These may in particular consist of:
The applicable Services, scope of functions and operating model follow from the individual agreement. These GTC apply to all of the above forms of Service; provisions expressly referring to AI Employees apply mutatis mutandis to the provision of Hainzeloop or individual Components.
Supplementary services – such as preparatory and conceptual work (specification sprint), setup, customisation or training services – are optional, are not a prerequisite for use, and are rendered and separately remunerated only where expressly agreed.
Where personal data is processed on behalf of the Customer, the conclusion of a data processing agreement (DPA) pursuant to Art. 28 GDPR is mandatory prior to productive use.
Hainzelman provides the Customer with the contractually agreed Services and operates them, where agreed, on the basis of the Platform.
Subject to the individual agreement, the Services may be operated entirely by Hainzelman, wholly or partly in the Customer Environment (§ 8), or in a combination thereof. A claim to a particular operating model exists only where expressly agreed.
AI Employees and Components may, to the extent agreed, access and use the Customer's existing tools and systems (e.g. Microsoft 365, common ERP or CRM systems). Integration takes place only where agreed, technically available and released by the Customer.
The use of AI models is governed by § 11.
Customer data, prompts, retrieval indices and execution logs are generally processed and stored on infrastructure within the European Union (primarily Germany), unless otherwise agreed.
Hainzelman is entitled to further develop, update and adapt the Services and the Platform at any time, in particular for technical reasons, due to changes in the legal framework, or to improve IT security, provided the contractually owed scope of functions is not materially restricted.
Hainzelman does not owe any particular outcome of individual AI results. The functionality of the underlying models is also subject to the terms of the respective third-party providers; Hainzelman gives no warranty as to their availability, scope of functions, or any incorrect, incomplete or misleading results (see § 15).
Where a specification document has been agreed, setup is carried out on that basis. Otherwise, setup follows the Service booked and the respective service description.
A supervised onboarding phase, in which an AI Employee is adapted to the Customer's processes, formats and decision criteria, takes place where agreed.
The Customer shall provide in good time the information, access rights and contact persons required for setup and operation, insofar as needed for the agreed use, and shall designate a responsible contact person.
Where delays result from the Customer's failure to cooperate or from delayed cooperation, agreed deadlines shall be postponed accordingly; any additional effort arising may be charged separately.
Where self-onboarding is offered, the configuration guidance provided therein applies; the Customer remains responsible for proper configuration within the prescribed guardrails.
All rights in the Platform, the software, the source code, the models and model weights, the prompt and agent architectures, configurations, Components, methods, know-how and further developments vest exclusively in Hainzelman or its licensors. No transfer of ownership in software or source code takes place.
Hainzelman grants the Customer, for the term of the contract, a simple, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Services and the associated software for its own internal business purposes within the contractually agreed scope.
The Customer is in particular prohibited from:
The above rights of use and restrictions expressly apply also to test, demo, sandbox and evaluation access as well as to prototypes.
Hainzelman acquires no rights in Customer Content beyond the extent necessary to render the Services. Customer Content remains the property of the Customer.
Insights, improvements, generic patterns and further developments obtained by Hainzelman in the course of rendering the Services, and which do not disclose Customer Content or the Customer's confidential information, may be freely used by Hainzelman to further develop its Services.
Where Hainzelman produces work results in documentary form as part of supplementary services (e.g. specification or concept documents), the Customer may use these for its own purposes upon full payment of the agreed remuneration. No rights in the Platform or its constituent parts are transferred thereby; in this respect, only the rights of use described in § 6 and § 7 apply.
In the event of a breach of material restrictions of use, Hainzelman is entitled to suspend use in whole or in part after prior warning and, in the case of serious breaches, without prior warning. The right to terminate for cause (§ 17) remains unaffected.
The Customer's rights of use following termination of the contract are governed by § 7 and § 8.
Conditional grant of rights. Already upon formation of the contract – subject to the condition precedent that a Continuation Event under paragraph 2 occurs – Hainzelman grants the Customer a simple, non-exclusive, geographically unrestricted, perpetual, irrevocable and, from occurrence of the condition, royalty-free right to continue to use, operate, install, restore and maintain the Services then deployed at the Customer, together with the associated software and Components in the version existing at the time the condition occurs, for its own internal business purposes (Continuation Licence). The grant is effected upon formation of the contract; no further declaration or cooperation by Hainzelman is required for it to take effect upon a Continuation Event.
Continuation Event. A Continuation Event occurs where:
No Continuation Event upon acquisition or restructuring. A Continuation Event expressly does not occur in the case of: proceedings, or restructuring proceedings under the StaRUG, for as long as business operations continue and the Services are rendered;
In the cases under paragraph 3, this contract continues unchanged. The Customer hereby consents in advance to the transfer of this contract to a legal successor or acquirer, provided that such party assumes all rights and obligations under this contract in full.
Scope and limits of the Continuation Licence. The Continuation Licence is limited to the scope of Services and functions last booked and to the version last provided. In particular, it does not include:
The Customer may engage a third party (e.g. an IT service provider) to exercise the Continuation Licence, provided that such party is not a competitor of Hainzelman and is bound in writing to the confidentiality obligations under § 9 and the restrictions of this § 7.
Continuing protective obligations. The obligations under § 9 and the prohibition on reverse engineering under § 8 para. 3 lit. a continue to apply in the event of a Continuation Event. Only such acts are permitted as are strictly necessary to continue operating or to restore the software as intended within the scope of the Continuation Licence.
Technical enablement. Hainzelman shall not trigger technical deactivation mechanisms under § 8 para. 5 in the event of a Continuation Event and shall, already during the term of the contract, take reasonable precautions to ensure that the licence keys, configurations and operating documentation required for continued operation are available to the Customer upon a Continuation Event. The deletion and uninstallation obligations under § 8 para. 6 do not apply in the event of a Continuation Event for as long as and to the extent that the Continuation Licence subsists.
Third-party services. The Continuation Licence does not extend to rights in third-party components, models or services (in particular AI model services). Their use is governed by the terms of the respective provider; the Customer is itself responsible for its own access, contracts and fees. No functional capability of the software is owed in this respect upon a Continuation Event.
Payment claims of Hainzelman accrued up to the occurrence of the Continuation Event remain unaffected.
Legal limits. To the extent that mandatory provisions of insolvency law, in particular Sections 103 and 119 InsO, preclude the effectiveness of individual provisions of this § 7, the effectiveness of the remaining provisions remains unaffected. In such case the parties shall agree an arrangement which corresponds, as far as legally permissible, to the economic purpose of the Continuation Licence, namely securing continued operation at the Customer.
Where Hainzelman software, container images or Components are operated on infrastructure controlled by or accessible to the Customer in order to render the Services, this is done solely for the purpose of operating the booked Service as intended and solely for the term of the contract.
All software and Component elements provided remain the intellectual property of Hainzelman or its licensors. The Customer acquires no ownership therein, but only the time-limited right of use described in § 6.
The Customer and persons acting on its behalf are in particular prohibited, with regard to software and Components provided, from: code, model weights, architecture, prompts, configurations or mode of operation, unless mandatorily permitted by Sec. 69e of the German Copyright Act (UrhG) and previously requested from Hainzelman without success;
The Customer shall take appropriate technical and organisational measures to protect the Components provided against unauthorised third-party access and shall limit access to persons who require it for operation as intended. The Customer shall ensure that such persons are subject to the above restrictions.
Hainzelman is entitled to employ technical protective measures (e.g. encryption, licence and integrity checks, telemetry for abuse detection, deactivation mechanisms after the end of the contract). The Customer shall not circumvent or impair such measures.
Upon termination of the contract, the Customer shall promptly uninstall or delete all software and Component elements provided and any copies made thereof, and shall confirm this in writing upon request. Hainzelman is entitled to deactivate the Components provided by technical means after the end of the contract. Different provisions apply in the event of a Continuation Event under § 7.
The obligations under this § 8 and under § 6 and § 9 continue to apply after termination of the contract.
Each party shall treat the other party's confidential information as strictly confidential and use it only for the purposes of the contract. Confidential information means all information marked as confidential or confidential by its nature, in particular the Platform, the source code, container images, models, prompts, architectures, pricing and concept documents, and Customer Content.
Hainzelman's software, source code, container images, model weights and architecture constitute trade secrets within the meaning of the German Trade Secrets Act (GeschGehG). The Customer shall take appropriate confidentiality measures and refrain from any act constituting acquisition, use or disclosure of such secrets within the meaning of Sections 4 et seq. GeschGehG.
The confidentiality obligation also applies to the parties' employees, affiliated companies and service providers; the parties shall bind them accordingly. It subsists for the term of the contract and for five years thereafter; with respect to trade secrets it applies without time limit for as long as they remain secret.
Excluded is information which is demonstrably generally known, was lawfully obtained from third parties without a confidentiality obligation, or must be disclosed pursuant to mandatory statutory or official order; in the latter case the other party shall be informed in advance to the extent permissible.
In the event of a breach of the obligations under § 6, § 7, § 8 or this § 9, Hainzelman may claim injunctive relief and removal in addition to compensation for the damage incurred.
The assertion of claims under the Trade Secrets Act and under copyright law is expressly reserved. Hainzelman remains free to demonstrate specific damage.
The Customer is responsible for complying with all statutory provisions applicable to it when using the Services, in particular data protection and employment law and any co-determination rights (e.g. involvement of the works council).
The Customer may introduce only such content as it is entitled to use and which does not infringe third-party rights or is otherwise unlawful.
The Customer shall keep access credentials confidential, protect them against unauthorised access, and report disruptions and security incidents without undue delay. It shall cooperate in remedying disruptions.
The Customer shall review the results of the Services to the extent necessary and shall ensure that, in particular, material or irreversible decisions are subject to human review and approval.
The Customer shall perform regular backups of its own content and systems.
The Services use AI models, in particular large language models (LLM), as well as third-party services (e.g. Anthropic, OpenAI/Microsoft Azure, Google Cloud, Amazon Bedrock) and self-hosted models.
Hainzelman selects the appropriate model according to suitability, cost and data protection requirements and is entitled to change the model used, provided the agreed scope of functions is maintained.
Data processing by third-party providers takes place in compliance with the applicable data protection provisions and contractual arrangements (e.g. data processing agreements, EU standard contractual clauses). Where processing exclusively within the EU/EEA has been agreed, Hainzelman shall comply with this.
Customer data is not used to train the third-party providers' underlying foundation models. Improvement of the Services takes place solely on a customer-specific basis within the respective tenant.
Customer Models. At the Customer's request, a Customer Model may be used, whereby the Customer provides its own access or licences or specifies a particular model, provider or version. Setup takes place only where technically possible and agreed; any additional effort for setup and operation arising as a result may be charged separately.
Procurement, licensing, availability, cost, security and data protection compliance of a Customer Model fall within the Customer's area of responsibility. The Customer shall ensure that Hainzelman's use of the Customer Model within the agreed scope is permissible.
Allocation of responsibility. To the extent that deviations from the agreed scope of functions, disruptions, quality defects, security incidents or legal infringements result from the use of a Customer Model, Hainzelman bears no responsibility in that respect; warranty and availability commitments lapse to that extent. The Customer shall indemnify Hainzelman against third-party claims arising from the use of the Customer Model. The liability provisions of § 15 remain unaffected.
No refund. If the Customer uses a Customer Model, any model usage allowance included in the fee (§ 14) lapses in whole or in part, without giving rise to any claim to refund, reduction, set-off or payment. The agreed monthly fee remains unchanged.
Hainzelman is not liable for restrictions, outages or other problems caused by third-party providers and lying outside Hainzelman's sphere of influence.
Where agreed, Hainzelman shall set up, connect and operate communication channels for the Customer (e.g. messenger, chat, telephony, e-mail or collaboration services). This may take place via accounts, telephone numbers, applications or environments maintained by Hainzelman or registered with third-party providers in Hainzelman's name (Managed Environments).
Use is additionally subject to the terms, policies and usage restrictions of the respective third-party provider. The Customer shall observe these and refrain from content or forms of use that infringe them.
The Customer is responsible for the content and lawfulness of communications conducted via the channels, in particular for obtaining required consents and for compliance with competition, telecommunications and data protection law requirements.
Suspensions, restrictions and changes to fees or terms by third-party providers lie outside Hainzelman's sphere of influence. Hainzelman shall inform the Customer without undue delay and shall use reasonable efforts to restore the channel. Hainzelman is entitled to adapt a channel or replace it with an equivalent one.
A claim to the transfer of accounts, telephone numbers or identifiers from Managed Environments exists only where expressly agreed and permissible under the third-party provider's terms. Hainzelman shall support such transfer to a reasonable extent against reimbursement of expenses.
The Customer shall indemnify Hainzelman against third-party claims arising from the Customer's breach of paragraph 2 or paragraph 3.
Hainzelman warrants an average availability of the Services of at least 98% measured over a calendar month, excluding scheduled maintenance windows and downtime for which Hainzelman is not responsible (in particular third-party disruptions or force majeure). Availability is measured at the point of handover of the Service.
Support is provided during the service hours and in the manner agreed in the quotation (by default during normal business hours). 24/7 support must be agreed separately.
Disruptions must be reported without undue delay in text form. Hainzelman processes and remedies disruptions according to priority.
Remuneration is determined by the agreed pricing model. Ongoing use is charged as a fixed monthly fee per Role or per agreed Service; supplementary services and individual customisations are remunerated separately.
Billing period. The billing period is the calendar month. Invoicing takes place monthly in advance. If provision begins during a calendar month, the fee for that month is calculated pro rata by calendar days from the day of provision and invoiced upon provision. For each subsequent calendar month, the full monthly fee is invoiced on the first day of that month.
Model usage allowance. The monthly fee includes an allowance for use of the underlying AI models up to a contractually defined limit. If actual usage exceeds this limit, Hainzelman is entitled to invoice the documented additional costs incurred above that limit or to require a change to a higher tariff. The Customer will be informed before any additional charge is made.
Additional costs under paragraph 3 are invoiced in arrears. Invoicing takes place at the end of each calendar month for the preceding calendar month.
All prices are exclusive of statutory value added tax. Payment is made primarily by SEPA direct debit, provided the Customer grants Hainzelman a corresponding mandate, or – where agreed – by credit card; the respective amount falls due upon invoicing and is collected or charged to the credit card on file at that time. If neither direct debit nor credit card payment has been agreed, or if such payment is not possible, invoices are payable within 14 days of the invoice date without deduction. The period for advance notification of the direct debit (pre-notification) is shortened to one day before the due date.
The Customer shall keep the payment details on file up to date. The Customer shall bear costs incurred by Hainzelman as a result of a returned direct debit or a failed credit card charge for which the Customer is responsible.
Hainzelman is entitled to adjust the remuneration at its reasonable discretion, however no earlier than 12 months after formation of the contract and by no more than 10% per year. In the event of an increase exceeding 10%, the Customer has a special right of termination.
In the event of default in payment, Hainzelman is entitled to charge default interest and reminder costs in accordance with statutory provisions and – after prior notice – to suspend the Service.
Hainzelman is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, within the scope of any guarantee assumed, and under the German Product Liability Act.
In cases of ordinary negligence, Hainzelman is liable only for breach of a material contractual obligation (cardinal obligation), the fulfilment of which is essential to the proper performance of the contract and on the observance of which the Customer may regularly rely. In such case, liability is limited to the foreseeable damage typical of the contract.
Liability for indirect damage, consequential damage, lost profits and for damage arising from substantively incorrect, incomplete or misleading AI results is excluded outside the cases under paragraph 1. The Customer is responsible for appropriate review of the results (§ 10 para. 4).
Hainzelman is liable for loss of data only to the extent that the damage would also have occurred had the Customer performed proper and regular data backups.
The limitations of liability also apply for the benefit of Hainzelman's legal representatives, vicarious agents and employees.
The parties shall comply with applicable data protection laws, in particular the GDPR. Prior to productive use, the parties shall, where required, conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR.
Hainzelman processes personal data exclusively on behalf of and in accordance with the instructions of the Customer and does not use it for its own purposes, unless otherwise required by law.
Every activity of an AI Employee is recorded in a log accessible to the Customer in order to support the transparency and traceability requirements of the GDPR and the AI Act.
Following the end of the contract, Customer data is deleted within 30 days at the latest, unless statutory retention obligations preclude this.
The term follows from the respective individual agreement. Unless otherwise agreed, the monthly subscription per Role or per agreed Service is concluded for an indefinite period and may be terminated with effect from the end of a calendar month.
Termination of individual Roles or Services, as well as of the contract as a whole, is effected in text form (e.g. e-mail) or, where a customer portal is provided, via that portal.
Where an annual term has been agreed, the contract is automatically extended by a further year unless terminated three months before expiry.
The right to terminate for cause remains unaffected. Good cause exists for Hainzelman in particular in the event of serious breaches of § 6, § 8 or § 9.
Upon the termination taking effect, the Customer's rights of use end; the obligations under § 8 (uninstallation and deletion) continue to apply. § 7 remains unaffected.
Hainzelman may amend these GTC where good cause exists, in particular in the event of changes in the legal framework or technical developments. Amendments will be communicated to the Customer in text form at least 30 days before they take effect. If the Customer does not object within 14 days, the amendments are deemed accepted; the notification will draw separate attention to this. In the event of objection, Hainzelman may terminate the contract upon 30 days' notice. § 7 may not be amended to the Customer's detriment.
Language versions. These GTC are provided in German and English. Only the German version is authoritative and legally binding; the English version is for information purposes only. In the event of discrepancies, the German version prevails.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Place of performance and exclusive place of jurisdiction is Halstenbek, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.
Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The parties shall replace the invalid provision with a valid provision that most closely reflects the economic purpose of the invalid one.
Amendments and supplements to the contract require text form. This also applies to any waiver of this formal requirement. Hainzelman GmbH Holstenstraße 17 · 25469 Halstenbek · Germany