General terms and conditions (GTC)

Last updated: April 20, 2026

Nickle AI – Oreshin, Platon und Scheffler, Daniel GbR
Ludwig-Erhard-Straße 10
34131 Kassel
Germany
Email: info@nickle.ai

1. Scope

These General Terms and Conditions ("GTC") apply to all services provided by Nickle AI – Oreshin, Platon und Scheffler, Daniel GbR ("Nickle AI", "we", "us"), in particular to

the website nickle.ai,
as well as our agency services in the areas of web, AI, automation, integrations, prototyping, workflow design and related digital services.

Agency services are directed exclusively at entrepreneurs, legal entities under public law, special funds under public law and other organisations acting in the course of their commercial, self-employed or institutional activities. Agency services are not offered to consumers.

Deviating or conflicting customer terms do not apply unless we have expressly agreed to their validity in text form.

Individual contracts, offers, service descriptions, order confirmations, project offers, statements of work, service level agreements (SLA), data processing agreements (DPA), and other special agreements take precedence over these GTC in the event of a conflict.

2. Definitions

For the purposes of these GTC:

Customer: the natural or legal person who concludes a contract with us;
User: any natural person who actually uses our services;
Agency services: project-related consulting, development, implementation, automation, integration, design, training or other services;
Content: all data, files, texts, images, audio content, prompts, context data and outputs entered, uploaded, generated, processed or transmitted by the customer or users;
Third-party models: AI models, APIs, infrastructure or other third-party services that we use to provide individual functions.

3. Subject of the contract and scope of services

We provide agency services on a project-by-project basis on the basis of separate offers, service descriptions, project arrangements or other individual agreements.

Unless otherwise expressly agreed:

we do not owe any specific economic success,
agency services are provided as services,
dates and project plans are generally target dates,
and individual work results, deliverables or project phases may be defined separately.

To the extent that work contract services are owed in an individual case, the agreements made in this regard apply in addition.

4. Formation of contract

4.1 Agency services

Contracts for agency services are concluded by accepting an offer, by order confirmation, by individual agreement or by project assignment confirmed in writing or in text form.

4.2 Language of the contract

The contract language is generally German. To the extent we additionally use English-language documents, the German-language version shall prevail in case of doubt unless expressly agreed otherwise.

5. Prices, remuneration and payment terms

The prices indicated or individually agreed at the time of conclusion of the contract shall apply.

Unless otherwise stated, prices for entrepreneurs are net plus statutory VAT.

5.1 Agency services

Agency services are billed by agreement, in particular

as a fixed price,
on a time and materials basis,
by project phases,
by daily rates or hourly rates,
or a combination of the aforementioned models.

Travel costs, expenses, third-party costs, license costs, hosting costs, production costs or other external costs must be remunerated separately to the extent this has been agreed or the customer has caused them.

5.2 Due date and payment

Unless otherwise agreed, invoices are due for payment immediately and without deduction.

Enterprise services, individual business plans and project-related or organization-related special terms may be billed on the basis of separate offers, order confirmations or individual contracts. In these cases, billing, payment term, duration, support commitments or service commitments are governed primarily by the individual agreement.

Payments may be processed via payment service providers integrated by us. Their terms apply in addition.

In the event of default in payment, we are entitled, after prior reminder and setting of a reasonable deadline, to suspend, restrict or withhold services, provided that no mandatory statutory provisions prevent this.

5.3 Price changes

We may adjust prices for future billing periods if there is an objective reason for doing so, in particular in the event of

changes in infrastructure, hosting, API, model or license costs,
changed market conditions,
changed tax or regulatory framework conditions,
or substantive expansions of our service offering.

Price changes apply only for the future. We will inform you of price changes in good time before they enter into force.

6. Duration and termination

The term of agency services is governed by the respective individual contract, offer or project scope. For continuing obligations or retainer models, the terms and notice periods agreed there apply.

7. Usage rights

7.1 Rights to customer content and AI outputs

The customer retains the rights to the content it contributes, to the extent it owns those rights.

To the extent necessary to provide the services, the customer grants us a simple, non-exclusive right, limited geographically to the provision of the services, to host, reproduce, technically process, transmit and use content within our systems.

To the extent legally permissible and to the extent rights arise at all or are transferable, rights to outputs initiated by the customer generally remain with the customer. We do not warrant that exclusive protective rights arise at all in AI-generated outputs or that such outputs are free from third-party rights.

7.2 Rights to work results from agency services

Insofar as we create individual work results as part of agency services and nothing else has been agreed, the customer receives, upon full payment of the agreed remuneration, the usage rights to the specifically provided work results that are required for the contractually intended purpose.

Pre-existing rights, generic building blocks, methods, libraries, frameworks, tools, templates, know-how and components that exist independently of the specific project or are used by us across projects are not included.

8. Permissible use and prohibited content

The customer and all users may use our services only in accordance with applicable law, these GTC and any supplementary product rules.

In particular, the following is prohibited:

use for illegal purposes,
the infringement of personality rights, data protection rights, copyrights, trademark rights, competition rights or other third-party rights,
creating, uploading, processing or distributing unlawful, fraudulent, defamatory, discriminatory, violence-glorifying, inciting, extremist or otherwise impermissible content,
the use of malicious software, malware, viruses or other harmful components,
as well as any use that violates applicable regulatory requirements, export control requirements or sanctions requirements.

The customer is responsible for ensuring that the content processed by the customer or its users is lawful and that the required rights, consents or legal bases exist.

9. AI-specific notices and third-party models

9.1 General AI notices

Individual agency services may use AI-based systems. AI-generated outputs may be incomplete, inaccurate, outdated, biased or otherwise unsuitable.

AI outputs do not replace professional, legal, tax, medical, financial or other expert advice. The customer is obliged to review results independently before using or disclosing them.

9.2 Third-party models

We may use models, APIs, hosting, analytics or other third-party infrastructure for individual functions. The specific model or provider access may change during the contract term.

As a rule, we do not owe the permanent availability of a specific third-party model unless this has been expressly agreed.

To the extent supplementary terms of use or technical restrictions of third-party providers apply to individual functions, the customer must observe them when using the services.

9.3 Content and rights of third parties

We do not warrant that AI outputs are free from third-party rights, free from labelling obligations or legally unobjectionable for every intended purpose. The customer is responsible for the review.

10. Data protection, data processing and DPA

Details on the processing of personal data can be found in our privacy policy in its current version.

To the extent we process personal data on behalf of the customer, we act as a processor within the meaning of Art. 28 GDPR. In this case, the parties conclude – where required – a data processing agreement (DPA).

In these cases, the customer remains responsible for the lawfulness of the processing, issuing instructions, informing data subjects and the permissibility of the personal data entered.

Insofar as we process data for our own purposes, in particular for contract initiation, contract processing, billing, security, abuse prevention and communication, we act as an independent controller.

To the extent expressly provided in the product description, contract or data protection notices, we do not use customer content to train third-party AI models. The specifically agreed service configuration is decisive in each case.

11. Availability, maintenance and changes in services

We strive for high availability of hosted services, but – subject to an expressly agreed SLA commitment – we do not owe uninterrupted or error-free availability at all times.

Unavailability resulting from

maintenance,
security updates,
technical disruptions outside our sphere of influence,
disruptions at third-party providers,
force majeure,
or circumstances caused by the customer

is disregarded when assessing availability, to the extent permitted by law.

We are entitled to carry out maintenance work, security measures, updates, patches, hotfixes and further developments. Where possible, we take customers' legitimate interests into account.

12. Customer participation obligations

The customer is obliged to

provide the information, approvals and contact persons required for project implementation in good time,
create technical prerequisites within its sphere,
provide access credentials, systems and materials in good time, to the extent agreed or necessary,
review work results without delay and report identifiable defects or errors,
and maintain appropriate backups of its data, insofar as this lies within its sphere.

If the customer does not fulfil required cooperation obligations, does not fulfil them on time or does not fulfil them completely, agreed deadlines are extended appropriately. Additional effort may be charged separately if the customer is responsible for it.

13. Special provisions for agency services

13.1 Nature of services

Agency services are project-related. The respective project agreement, service description or offer is decisive for type, scope, schedule, remuneration and responsibilities.

Unless expressly agreed as work performance, we owe the proper provision of the agreed services, but not any specific economic or technical success.

13.2 Change requests

Customer requests for changes, extensions or additional services after conclusion of the contract require separate coordination. We are not obliged to implement change requests without a separate agreement.

Changes may affect remuneration, deadlines, resources and responsibilities.

13.3 Acceptance

To the extent acceptance has been agreed for individual work results, the customer must declare acceptance within a reasonable period after provision or specifically complain about material defects.

In relation to entrepreneurs, a service is deemed accepted if

the customer begins using it,
or does not refuse acceptance within 10 working days after provision, specifically naming material defects,
provided that we have previously informed the customer of this consequence.

13.4 Using AI in the project context

To the extent they are part of the agency service, we may use AI systems to analyze, structure, generate, transform or support project-related workflows. In doing so, we pay attention to purpose-bound, appropriate and contractually secured processing.

13.5 Access credentials and customer systems

If the customer provides us with access credentials to systems, accounts or infrastructures, the customer is responsible for being entitled to do so and for ensuring that the provided access credentials may be used for the agreed service.

14. Warranty

In relation to entrepreneurs, statutory defect rights apply subject to the following provisions:

insignificant deviations do not justify any claims for defects,
the customer shall promptly notify identifiable defects,
and we first receive the opportunity to provide supplementary performance within a reasonable period.

For lease-like services, strict liability for defects existing at the time of contract conclusion pursuant to § 536a para. 1 alt. 1 BGB is excluded to the extent permitted by law.

15. Liability

We are liable without limitation

for intent and gross negligence,
in the event of injury to life, limb or health,
under the Product Liability Act,
as well as in all cases of mandatory statutory liability.

In the event of slight negligence, we are liable only for breach of material contractual obligations (cardinal obligations). In this case, liability is limited to the foreseeable damage typical for the contract.

If permitted by law, we shall not be liable for

indirect damage,
consequential damages caused by defects,
lost profit,
lost savings,
data losses, insofar as these would have been avoidable with proper data backup,
and damages resulting from the use or reuse of AI outputs without adequate review.

The above limitations of liability also apply to our legal representatives, employees, agents and subcontractors.

16. Indemnification

To the extent the customer is an entrepreneur, the customer indemnifies us upon first request against third-party claims based on unlawful use or use of our services in breach of contract by the customer or by users attributable to the customer. This also includes reasonable legal defense costs.

The indemnification applies in particular to violations of data protection law, copyrights, trademark rights, personality rights or other third-party rights, insofar as the violation originates from the customer's sphere.

17. Suspension and extraordinary measures

We are entitled to temporarily suspend access or content, restrict functions or take measures to avert danger if

there are concrete indications of a violation of these GTC or applicable law,
there is a security risk,
payment arrears exist,
administrative or judicial orders require this,
or third parties, infrastructure or systems must be protected from damage.

Where reasonable, we will inform the customer in advance or immediately after such a measure.

18. Confidentiality

Both parties undertake to treat confidential information of the respective other party confidentially and to use it only for the contractually intended purposes.

Information is not considered confidential if it

is generally known or becomes generally known without breach of contract,
was already lawfully known to a party,
was lawfully obtained from third parties,
or was developed independently.

Statutory disclosure obligations remain unaffected.

19. Changes to these GTC

We may amend these GTC with effect for the future to the extent there is an objective reason for doing so, in particular in the event of

changes in the legal situation,
changes in technical or security-related requirements,
further development of our services,
or adjustments to our processes.

We will notify material changes in text form or in another suitable manner in good time before they enter into force.

20. References

A public naming of the customer as a reference, including logo use, takes place only with the customer's prior express consent.

21. Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

If the customer is a merchant, a legal entity under public law or a special fund under public law, Kassel is – to the extent legally permissible – the exclusive place of jurisdiction.

Should any provision of these GTC be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.