1. Scope
1.1 These Terms and Conditions (hereinafter „Terms“) apply to all contracts between Continuous Growth GmbH, Stainz, Austria (hereinafter „Augmentoring“ or „we“) and its clients (hereinafter „Client“) regarding consulting, design and implementation services in the field of artificial intelligence and business process automation.
1.2 These Terms apply exclusively to entrepreneurs within the meaning of § 1 KSchG. Contracts with consumers are excluded.
1.3 Deviating, conflicting or supplementary terms of the Client only become part of the contract if we have expressly agreed to their validity in writing.
2. Subject Matter of the Contract
2.1 Augmentoring provides services in the following areas:
- Process audits and identification of AI use cases
- Design, configuration and integration of AI agents into the Client's existing systems
- Connection to third-party systems (CRM, practice management software, ERP, communication tools)
- Training of the Client's employees in the use of the deployed AI tools
- Maintenance, ongoing support and further development of the AI systems
2.2 The specific services to be provided, their scope, deadlines and remuneration are set out in writing in an individual offer or order (hereinafter „Agreement“). In the event of conflicts between the Agreement and these Terms, the Agreement shall prevail.
3. Conclusion of Contract and Offer
3.1 Our offers are non-binding and without obligation, unless expressly agreed otherwise.
3.2 A contract is concluded through our written order confirmation or through the actual commencement of the provision of services.
3.3 Oral side agreements require written confirmation to be effective. Text form by email is sufficient.
4. Services and Duties to Cooperate
4.1 We provide the agreed services in accordance with the current state of the art and with the care of a prudent business. Unless a contract for work and services (Werkvertrag) has been expressly agreed, we owe consulting, design and service activities — not a specific outcome.
4.2 We are entitled to use qualified subcontractors and cloud service providers to provide the services. Responsibility towards the Client remains with us.
4.3 Client's duties to cooperate: The Client shall provide all information, access, data and system authorizations that we need to provide the services in good time. Delays due to a lack of cooperation are not to our detriment.
4.4 The Client shall designate a responsible contact person with sufficient decision-making authority for the project.
5. Remuneration and Payment
5.1 The remuneration is governed by the individual Agreement. Possible models: a fixed price per defined service, a monthly service flat fee, time-and-materials billing at an hourly rate, or a combination thereof.
5.2 Unless otherwise agreed, our fees are quoted in Euro net plus statutory value-added tax.
5.3 For longer-running projects, we are entitled to issue monthly partial invoices based on project progress.
5.4 Invoices are due for payment without deduction within 14 days of the invoice date. In the event of default in payment, we are entitled to default interest of 9.2 percentage points above the base interest rate as well as reimbursement of pre-litigation collection and reminder costs (§ 458 UGB).
5.5 Expenses (in particular third-party software licenses, the Client's cloud infrastructure, travel costs) are passed on against proof, unless otherwise agreed.
5.6 Set-off against counterclaims is only permitted insofar as these are undisputed or have been established by a final and binding court ruling.
6. Confidentiality and Data Protection
6.1 Both parties undertake to maintain strict confidentiality regarding all trade and business secrets of the other party that become known in the course of the business relationship. This obligation continues to apply even after the termination of the contract.
6.2 We process personal data exclusively in accordance with the GDPR and within the framework of a data processing agreement (DPA) to be concluded with the Client pursuant to Art. 28 GDPR.
6.3 Insofar as we configure AI models for the Client, we ensure that no Client data flows into the training of public foundation models. Processing takes place on GDPR-compliant cloud infrastructure in the EU or on-premise.
6.4 Our general privacy policy can be found at augmentoring.com/datenschutz.
7. Rights of Use and Intellectual Property
7.1 Upon full payment of the agreed remuneration, the Client receives an unlimited, non-exclusive right of use to the configurations, prompts, workflows and individually developed tools that we have created for the Client — limited to the Client's agreed business purpose.
7.2 We reserve all rights to standardized components, frameworks, template texts and methods that we also use for other clients.
7.3 Third-party software (foundation models, open-source libraries, SaaS services) is subject to the respective license terms of the providers. We disclose these transparently upon request.
7.4 The Client permits us to use the project after completion in anonymized and confidential form as a reference. The Client's name will only be mentioned with express approval.
8. Warranty
8.1 We warrant that the services we provide conform to the agreed specifications. The warranty period is six months from handover.
8.2 Defects must be reported in writing immediately upon discovery. In the case of justified notices of defect, we will, at our discretion, remedy the defect or provide the defective service anew.
8.3 A warranty for the factual accuracy of AI-generated outputs is excluded. The Client remains responsible for the professional final review of AI-augmented work results. We design and configure the system in such a way that a final review by a qualified professional is systematically maintained.
9. Liability
9.1 We are liable without limitation for intent and gross negligence as well as for damages arising from injury to life, body or health.
9.2 In the case of damages caused by slight negligence, our liability is limited per occurrence of damage to the value of the relevant order, but to a maximum of EUR 50,000. Liability for indirect damages, lost profits and consequential damages is excluded in the case of slight negligence.
9.3 The above limitations of liability do not apply to claims under the Product Liability Act (Produkthaftungsgesetz) and not in the case of the assumption of a guarantee or a procurement risk.
9.4 We are not liable for damages arising from the fact that the Client or third parties have adopted or published content or recommendations generated by AI tools without professional review.
10. Term and Termination
10.1 The term is governed by the individual Agreement. One-time projects end upon acceptance of the agreed service.
10.2 Ongoing service contracts (e.g. monthly maintenance, operations) may be terminated by ordinary notice with a period of one month to the end of the month, unless otherwise agreed.
10.3 The right to extraordinary termination for good cause remains unaffected for both parties. Good cause exists in particular in the event of a material breach of contract by the other party despite an appropriate warning.
10.4 Terminations must be made in writing. Text form by email is sufficient.
11. Force Majeure
Both parties are released from their performance obligations insofar as and for as long as performance is prevented by force majeure (in particular natural disasters, pandemics, war, official intervention, failures of the power supply or of critical cloud infrastructure for which we are not at fault). The affected party will inform the other party without delay.
12. Final Provisions
12.1 Austrian law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
12.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the court with subject-matter jurisdiction in Graz, Austria.
12.3 Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a provision that comes closest to what was economically intended.
12.4 Amendments and additions to these Terms and to the Agreement must be made in writing. This also applies to any amendment of this written-form clause.