for services of Magnat Vital GmbH, brand MOVIC

Version: 18/11/2025
 

1. Scope of application

1. These General Terms and Conditions (GTC) apply to all contracts between

   Magnat Vital GmbH, brand MOVIC
   Dehrendinger Straße 93
   72072 Tübingen, Germany
   represented by the managing director Roman Minch

   (hereinafter “MOVIC” or “we”)

   and its customers (hereinafter “Customer”) relating to the provision of digital services in the field of artificial intelligence.

2. MOVIC’s services are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity who, when entering into the contract, act in the exercise of their commercial or independent professional activity. Consumers within the meaning of Section 13 BGB do not become contracting parties.

3. Deviating, conflicting or supplementary terms and conditions of the Customer shall only become part of the contract if MOVIC expressly agrees to their validity in text form.

2. Subject matter of the contract

1. The subject matter of the contract is digital services in the field of AI and automation, in particular:

   • conception, development and implementation of AI solutions and agentic AI solutions,

   • development of workflows, automations, pipelines,

   • creation and configuration of AI scrapers (e.g. for lead generation),

   • development, training and configuration of AI agents (e.g. voice agents, chatbots),

   • integration into the Customer’s existing systems (e.g. CRM, shop systems, support tools, telephony),

   • accompanying consulting, optimisation and, where applicable, training services.

2. All services are provided exclusively in digital form, in particular by:

   • remote access, online platforms and cloud services,

   • configuration in the Customer’s tools,

   • digital provision of results, documentation and data (e.g. Google Sheets, Excel, PDFs).

3. Physical shipment of goods does not take place.

4. The type, scope, term and remuneration of the individual services result from:

   • MOVIC’s individual offer,

   • the project description,

   • or the package booked by the Customer
     (jointly the “Contract”).

3. Conclusion of contract

1. The presentation of MOVIC’s services on websites, landing pages, in presentations or other media does not constitute a binding offer, but an invitation to the Customer to submit an offer.

2. The Customer may contact MOVIC e.g. by telephone, e-mail or via an online form. MOVIC will then submit an individual offer or refer to a specific booking option.

3. A contract is concluded by:

   • acceptance of MOVIC’s offer by the Customer in text form (e.g. by e-mail), or

   • booking of a package and confirmation or invoicing by MOVIC.

4. Individual written agreements (e.g. framework agreements, service descriptions) shall take precedence over these GTC in the event of any conflict.

4. Contract language

1. Contracts may be concluded in German or English.

2. The Customer may select in the course of the inquiry or commissioning in which language contract texts and communication shall primarily take place.

3. If bilingual versions are available, the German version shall prevail in case of doubt, unless expressly agreed otherwise.

5. Customer’s duty to cooperate

1. The Customer shall provide MOVIC with all information, documents, access data, systems and contact persons required for the performance of the services. This includes in particular:

   • access data, API keys, logins to the systems used,

   • existing process descriptions, data structures, requirements,

   • legal, organisational or internal compliance requirements, where relevant.

2. The Customer is responsible for:

   • the factual accuracy and completeness of the information provided by it,

   • compliance with legal requirements within its area of responsibility (in particular data protection, competition law, employment law, record-keeping obligations),

   • necessary internal approvals and consents within its organisation.

3. If the Customer fails to comply with its duty to cooperate, agreed performance periods may be reasonably extended. Additional expenditure resulting from missing or delayed cooperation may be invoiced separately by MOVIC.

6. Remuneration and terms of payment

1. The prices agreed in the offer or Contract shall apply. All prices are – unless expressly stated otherwise – exclusive of statutory VAT.

2. Remuneration may consist of:

   • one-off payments (e.g. project fees, setup fees such as AI scraper solution),

   • recurring fees (e.g. monthly support, monitoring, maintenance),

   • any further components as specified in the individual Contract.

3. MOVIC offers – depending on implementation and availability – the following methods of payment:

   • credit card,

   • PayPal,

   • SEPA direct debit,

   • bank transfer / direct transfer,
     as well as any other payment methods indicated in the ordering or invoicing process. Processing may be carried out via external payment service providers.

4. Unless otherwise agreed in the offer, the following applies:

   • invoices are due for payment immediately upon invoicing without deduction.

   • In the case of SEPA direct debit, the Customer will be informed in advance of the debit within the statutory permissible period (pre-notification).

5. MOVIC is entitled, for project-based services, to request down payments / instalments (e.g. 50% upon commissioning, 50% upon completion) if provided for in the offer.

6. In the event of late payment by the Customer, MOVIC is entitled to:

   • charge default interest at the statutory rate, and

   • suspend further performance until full payment is received.

7. Performance period and acceptance

1. Dates and deadlines for performance are only binding if expressly designated as such in the Contract.

2. If acceptance is owed (in particular for project-based solutions, e.g. individual agents, workflows, scraper configurations), MOVIC shall inform the Customer of completion and make the solution available for testing.

3. Acceptance shall be deemed to have been granted if:

   • the Customer approves the solution in writing or by e-mail,

   • the Customer uses the solution in productive operation, or

   • the Customer does not report any material defects in text form within 10 working days after provision.

4. If the Customer requests additional changes, extensions or adjustments after completion, these shall generally constitute additional services to be remunerated separately.

8. Rights to work results

1. After full payment of the agreed remuneration, the Customer shall receive a simple, non-transferable, in principle temporally unlimited right of use to the work results created for it (e.g. workflows, configurations, prompts, scripts, agent setups), unless otherwise agreed in the Contract.

2. MOVIC remains entitled to:

   • use generic solutions, concepts, modules and best practices in anonymised form for other customers as well,

   • create similar or further developed solutions, provided that no trade secrets of the Customer are disclosed.

3. Where third-party software or platforms are used for the provision of services (e.g. AI APIs, automation tools, cloud services), their licence and terms of use shall also apply. The Customer is obliged to comply with them to the extent that they affect it (especially where it uses its own accounts).

9. Confidentiality and data protection

1. Both parties undertake to treat all confidential information of the other party obtained in the course of the cooperation as confidential and to use it solely for the purposes of the Contract.

2. MOVIC processes the Customer’s personal data in compliance with the applicable data protection regulations. Further details are set out in the Privacy Policy published on the website and – where required – in a separate data processing agreement (DPA) in accordance with Article 28 GDPR.

3. The Customer is itself responsible for ensuring that the data and content supplied by it may lawfully be processed and do not infringe any third-party rights.

10. Special features of AI and agentic AI solutions

1. The Customer is aware that outputs of AI systems are probabilistic and, despite careful design, may result in incorrect, incomplete or misleading results.

2. Unless expressly agreed otherwise, AI agents, workflows and automated systems designed by MOVIC are in particular intended to:

   • support the Customer’s staff, and

   • automate standardised processes based on clearly defined rules.

3. The content-related and legal review of content, decisions or actions generated by AI lies – unless expressly agreed otherwise – in the ultimate responsibility of the Customer. This applies in particular to:

   • legally binding declarations,

   • published content,

   • customer communication,

   • decisions with financial, legal or safety-relevant consequences.

4. In configurations where agents autonomously perform actions (e.g. sending e-mails, writing data, triggering bookings), the Customer shall ensure, through internal processes, approvals or technical restrictions, that use within its area of responsibility is controlled.

5. For scraping and lead generation solutions, MOVIC is oriented towards processing only publicly accessible data. The Customer undertakes not to use the solutions for unlawful purposes, in particular not for circumventing technical protection measures or for mass processing of impermissible data.

11. Warranty

1. MOVIC performs its services with the level of care customary in commercial practice and in accordance with the current state of the art of the tools and platforms used.

2. MOVIC does not warrant continuous availability or complete freedom from errors of third-party services (e.g. AI APIs, cloud tools, automation platforms), as these are outside MOVIC’s sphere of influence.

3. Obvious defects must be reported by the Customer without undue delay, but no later than within 14 days after becoming aware of them, in text form. If the timely notice of defects is not given, the service shall be deemed approved.

4. In the case of justified notices of defects, MOVIC shall, at its own discretion, remedy the defect or provide a replacement service. If subsequent performance fails, the Customer shall have the statutory warranty rights, insofar as these have not been effectively restricted.

5. Warranty claims shall become time-barred – insofar as legally permitted – 12 months after acceptance or performance of the service.

12. Liability

1. MOVIC shall be liable without limitation:

   • in the event of intent and gross negligence,

   • in the event of culpable injury to life, limb or health,

   • under the provisions of the Product Liability Act.

2. In the event of simple negligence, MOVIC shall only be liable for breach of a material contractual obligation (cardinal duty). In these cases, liability is limited to the damage typically foreseeable at the time of conclusion of the contract.

3. Any further liability of MOVIC is – as far as legally permissible – excluded. This applies in particular to indirect damages, loss of profit and loss of data caused by insufficient data backup within the Customer’s area of responsibility.

4. The above limitations of liability shall also apply in favour of MOVIC’s legal representatives, employees and vicarious agents.

13. Use of third-party providers

1. For the provision of services, MOVIC may use third-party providers and external platforms (e.g. AI providers, automation tools, hosting providers, payment service providers).

2. MOVIC shall not be liable for performance disruptions, outages or changes in the terms of service of such third-party providers where these lie outside MOVIC’s sphere of influence.

3. The Customer is obliged to comply with the terms of use of these third-party providers applicable to it, in particular if it uses its own accounts or processes its own customers’ data via such services.

14. Term and termination of continuing obligations

1. For ongoing services (e.g. support packages, monitoring, ongoing agent/workflow support), the minimum term and notice period agreed in the respective Contract shall apply.

2. Unless otherwise agreed in the Contract, a fixed-term continuing obligation shall be automatically extended by successive periods of 12 months if it is not terminated in text form with a notice period of 3 months to the end of the respective term.

3. The right to terminate for good cause remains unaffected. Good cause shall exist in particular if:

   • the Customer is in significant payment default despite a reminder and deadline,

   • the Customer uses MOVIC’s solutions for unlawful purposes,

   • or the Customer breaches material contractual obligations.

15. Final provisions

1. 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. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be Tübingen, or the court with jurisdiction over MOVIC’s registered office. MOVIC shall, however, also be entitled to bring an action against the Customer at its general place of jurisdiction.

3. Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. In place of the invalid provision, the valid provision shall be deemed agreed which most closely reflects the economic purpose of the invalid provision.

4. Amendments and supplements to the Contract and these GTC must be made in text form (e.g. e-mail), unless a stricter form is required by law.