General Terms and Conditions

Section 1 Scope

(1) These General Terms and Conditions apply to all contracts for the provision of the digital platform iQ-ME BASE and for the accompanying services of iQ-ME, in particular consulting, implementation and academy.

(2) The offering is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (“Customer”). iQ-ME does not enter into contracts with consumers.

(3) Deviating, conflicting or supplementary terms of the Customer do not become part of the contract, even if iQ-ME does not expressly object to them or performs services without reservation in the knowledge of them.

(4) Individual agreements in the offer or contract take precedence over these terms. The data processing agreement (“DPA”) is part of every contract for the platform.

Section 2 Definitions

(1) Platform means the iQ-ME BASE software including its source code, data model, user interface, AI instructions, templates, catalogues, reference questions, evaluation logic and documentation, in each case in the current version.

(2) Method means the approach developed by iQ-ME for modelling companies, including life phases, assessment logic, conceptual system, training materials, workshop formats and working aids.

(3) Instance means the environment of the platform assigned to the Customer and separated from other customers.

(4) Customer Data means all data that the Customer or its users enter into, upload to or provide through connections to the instance.

(5) Results means the content that arises in the instance from Customer Data and that a user of the Customer has confirmed, in particular the Customer’s company model, its questions, scenarios and decisions.

(6) Third-Party Systems means systems outside the platform that the Customer connects, such as ERP, document or shop systems.

(7) Own AI Model means a language model that the Customer stores in the instance using its own access key from an AI provider.

(8) Users means the natural persons to whom the Customer grants access to its instance.

Section 3 Conclusion of contract

(1) Presentations on the website are not an offer but an invitation to submit an offer.

(2) The contract is concluded when the Customer accepts an offer from iQ-ME in text form or iQ-ME confirms an order from the Customer in text form.

Section 4 Services of iQ-ME

(1) iQ-ME provides the Customer with the platform as a service over the internet in its own instance. The scope of services follows from the offer and the service description. Making the platform available for installation at the Customer’s premises is not owed.

(2) iQ-ME provides consulting, implementation and academy as services. In doing so, iQ-ME owes careful performance, not a particular economic outcome.

(3) iQ-ME continuously develops the platform and may change it, provided the agreed core functions are retained and the change is reasonable for the Customer. iQ-ME announces material restrictions at least six weeks in advance.

(4) iQ-ME may use subcontractors. For personal data, the DPA applies in that case.

Section 5 Rights of iQ-ME

(1) All rights in the platform, the method, the underlying data and conceptual model, the templates and catalogues, the training and workshop materials, the website and its content, and in the trademarks and marks of iQ-ME belong exclusively to iQ-ME. These include copyright, neighbouring rights, trademark, database and know-how rights.

(2) This also applies to all adaptations, modifications and further developments, regardless of whether they arise at the suggestion or request of, or with the participation of, the Customer.

(3) iQ-ME may use suggestions, improvement proposals and feedback from the Customer on the platform or method free of charge and without restriction.

(4) The Customer acquires rights in the platform and the method only under Section 6.

Section 6 Customer’s right of use

(1) iQ-ME grants the Customer, for the term of the contract, the non-exclusive, non-transferable and non-sublicensable right to use the platform in its instance for its own internal business purposes.

(2) The platform may be used only by users of the Customer, and only to the agreed extent. External advisers of the Customer count as users if they act exclusively for the Customer. The Customer is responsible for the conduct of all users as for its own.

(3) The Customer is in particular prohibited from

1. passing on, renting out, lending the platform to third parties or operating it for third parties,
2. reproducing, modifying, reverse engineering or decompiling the platform, the method or parts thereof, except where Sections 69d and 69e of the German Copyright Act (UrhG) mandatorily permit this,
3. using the platform or the method to develop, offer or support a comparable product or a comparable service,
4. reading out content of the platform, in particular templates, catalogues and reference questions, by automated means or exploiting it outside the instance,
5. sharing access or circumventing protective measures of the platform.

(4) If the Customer breaches paragraph 3, iQ-ME may block access in whole or in part until the breach is remedied. The right to terminate without notice and claims for damages remain unaffected.

Section 7 Customer Data and Results

(1) Customer Data and Results belong to the Customer. iQ-ME acquires no rights in them other than those it needs to perform the contract and the rights under Section 11.

(2) If Results contain components of the platform or method, such as templates, terms or structures, the Customer may continue to use these as part of its Results for its own internal purposes without time limit, including after the end of the contract. Exploitation of these components outside its Results is excluded.

(3) The Customer grants iQ-ME, for the term of the contract, the rights in the Customer Data that are necessary to provide the services, in particular to store, process, back up and transmit them to AI models and subcontractors.

Section 8 Customer’s obligations and responsibility

(1) The Customer is solely responsible for the Customer Data. This includes their accuracy, completeness and currency as well as the entitlement to enter them into the platform and to have them processed by iQ-ME. iQ-ME does not review Customer Data and is not obliged to do so.

(2) The Customer ensures that Customer Data does not violate laws, third-party rights or contractual obligations, in particular copyright, trademark, confidentiality or data protection law.

(3) The Customer is the controller within the meaning of the GDPR for personal data in its instance. It ensures that a legal basis exists for each processing operation and fulfils the information obligations towards the data subjects, including towards its users.

(4) The platform provides suggestions, evaluations and assessments, in part with the help of AI. They are decision aids, not advice and no guarantee of accuracy. A suggestion becomes part of the Results only through a user’s confirmation. All decisions that the Customer makes on the basis of the platform are made, and are the responsibility of, the Customer itself.

(5) The Customer keeps access credentials secret, protects them from access by unauthorised persons and informs iQ-ME without undue delay if it suspects misuse. It determines which user receives which rights and is responsible for this allocation.

(6) The Customer additionally secures Results that are essential to it by regular export under Section 18.

(7) The Customer indemnifies iQ-ME against all third-party claims that are based on Customer Data, on use by its users or on a breach of this Section 8, unless the Customer is not responsible for the breach. The indemnity includes reasonable costs of legal defence. iQ-ME informs the Customer of such claims without undue delay.

Section 9 Third-Party Systems

(1) The Customer decides which Third-Party Systems it connects and provides the necessary access. It ensures that it is entitled to connect and to retrieve the data and complies with the terms of the respective provider.

(2) Third-Party Systems lie outside iQ-ME’s sphere of responsibility. iQ-ME is not liable for their availability, security, interfaces or the accuracy of the data supplied. The platform takes over data as the Third-Party System supplies it.

(3) If a provider changes the interface of its Third-Party System, iQ-ME adapts the connection to the extent reasonable. There is a claim to a particular connection only if it has been expressly agreed.

Section 10 AI models

(1) Basic access: Absent a choice by the Customer, the platform uses language models that iQ-ME provides through its subcontractors. iQ-ME selects providers and models and may change them if the quality of the service does not thereby decline materially.

(2) Own AI Model: If the Customer stores an Own AI Model, it concludes the contract with the AI provider itself and on its own responsibility. In this case, the Customer alone bears responsibility for

1. the selection of provider and model,
2. compliance with the provider’s contractual, usage and data protection terms, including a data processing agreement and the permissibility of transfers to third countries,
3. all costs of use,
4. availability, performance and quality of the model and its responses.

In this case, iQ-ME merely forwards the requests to the provider chosen by the Customer. The provider is neither a subcontractor nor a vicarious agent of iQ-ME.

(3) Research functions always use a model from Anthropic: with the Customer’s own Anthropic key, if stored, otherwise through basic access.

(4) Language models work on the basis of probabilities. Their responses may be incomplete, outdated or wrong, and identical requests may lead to different responses. iQ-ME gives no guarantee as to the substantive accuracy of AI responses. Section 8(4) applies.

Section 11 Institute

(1) iQ-ME operates an institute that develops the method and platform further for all customers. The Customer permits iQ-ME to derive anonymised and aggregated patterns from use of the platform, in particular reference questions, industry models, impact patterns and benchmark values.

(2) A pattern contains no Customer Data verbatim, no names of persons, companies, products or business partners and no information from which the Customer or a person can be identified.

(3) A pattern is used or published only once it originates from at least five tenants and no characteristic applies to fewer than three companies. Figures appear only as a proportion, never as an absolute value.

(4) Anonymisation takes place within the Customer’s instance. Insofar as personal data is processed in the course of this, the Customer, by this contract, gives iQ-ME the corresponding instruction under the DPA.

(5) The patterns and all insights, reference questions, industry models and benchmark values arising from them belong exclusively to iQ-ME. iQ-ME may use them without time limit, including after the end of the contract.

Section 12 Confidentiality and data protection

(1) Both parties treat all confidential information of the other party that becomes known to them in the course of the contract as confidential and use it only to perform the contract. Confidential in particular are Customer Data, Results and all non-public parts of the platform and the method.

(2) The obligation does not apply to information that is publicly known without breach of this contract, that was already known to the other party or that it has received from an entitled third party, nor to patterns under Section 11. Statutory or official disclosure obligations remain unaffected.

(3) The obligation continues for five years beyond the end of the contract and, for trade secrets, for as long as they remain trade secrets.

(4) Insofar as iQ-ME processes personal data on behalf of the Customer, the DPA applies. It takes precedence over these terms in case of conflict.

Section 13 Availability

(1) iQ-ME provides the platform with an availability of [98] % on a monthly average. Decisive is the reachability of the instance at the handover point of the data centre to the internet.

(2) Not counted as downtime are announced maintenance windows, disruptions outside iQ-ME’s sphere of responsibility, in particular of the internet, the Customer’s systems, Third-Party Systems and AI providers, and force majeure.

(3) iQ-ME announces maintenance work, where possible, with reasonable notice and schedules it for periods of low use.

Section 14 Remuneration

(1) The Customer pays the remuneration agreed in the offer. The fee for provision of the platform is an annual fee, due in advance at the beginning of each contract year unless otherwise agreed. All prices are exclusive of statutory value added tax.

(2) Invoices are payable within 14 days of receipt without deduction.

(3) If the Customer is in default with a payment for more than 30 days, iQ-ME may block access after giving notice in text form with a period of 14 days. The obligation to pay remains. Customer Data is retained during the block.

(4) iQ-ME may adjust the annual fee with effect from the next contract year. iQ-ME announces the adjustment in text form at least three months in advance. If the increase exceeds 5 %, the Customer may terminate the contract as of the date the increase takes effect.

(5) The Customer may set off only undisputed claims or claims established by a final court decision.

Section 15 Defects

(1) The Customer reports defects without undue delay in text form with a comprehensible description. iQ-ME remedies reported defects within a reasonable period, at its option also by a workaround, provided this is reasonable.

(2) A deviation is not a defect if it is based on Customer Data, Third-Party Systems, the Customer’s Own AI Model, use in breach of the contract or the characteristics of AI responses under Section 10(4).

(3) Liability irrespective of fault for defects already present at the time of conclusion of the contract (Section 536a(1) first alternative BGB) is excluded.

(4) A rent reduction presupposes that the Customer has reported the defect and is limited to the proportionate fee for the period concerned. The right to extraordinary termination for non-provision of use (Section 543(2) sentence 1 no. 1 BGB) exists only after iQ-ME has had sufficient opportunity to remedy the defect and this has failed.

(5) Claims for defects become time-barred after one year. This does not apply in the cases of Section 16(1).

Section 16 Liability

(1) iQ-ME is liable without limitation

1. in cases of intent and gross negligence,
2. for injury to life, body or health,
3. under the German Product Liability Act,
4. to the extent that iQ-ME has given a guarantee or fraudulently concealed a defect.

(2) In cases of slight negligence, iQ-ME is liable only if it breaches an essential contractual obligation. An obligation is essential if its fulfilment is what makes proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely. In this case, liability is limited to the damage typical for this type of contract and foreseeable at the time of conclusion of the contract.

(3) In the cases of paragraph 2, liability is additionally limited to an amount of EUR 20,000 per contract year. This limit applies to all cases of damage in one contract year together, not to each case of damage individually. Decisive is the contract year in which the event giving rise to the damage occurred.

(4) In the cases of paragraph 2, iQ-ME is not liable for loss of profit, missed savings and indirect damage, unless these are typical for the contract and foreseeable.

(5) For loss of data, iQ-ME is liable in the cases of paragraph 2 only up to the effort required for restoration from iQ-ME’s backups and the Customer’s exports under Section 8(6).

(6) iQ-ME is not liable for damage based on Customer Data, Third-Party Systems, the Customer’s Own AI Model, decisions of the Customer or use in breach of the contract, unless iQ-ME itself is responsible for it under paragraph 1 or paragraph 2.

(7) In all other respects, iQ-ME’s liability is excluded. The foregoing rules also apply for the benefit of the officers, employees and vicarious agents of iQ-ME.

(8) Claims for damages against iQ-ME become time-barred after one year from the statutory start of the limitation period. This does not apply in the cases of paragraph 1.

Section 17 Term and termination

(1) The contract for the platform begins with the provision of the instance and runs for one contract year. It renews each time for a further contract year unless either party terminates it with three months’ notice to the end of the contract year.

(2) No fee is payable for exit.

(3) Contracts for consulting, implementation and academy end upon performance of the respective agreed service, unless otherwise agreed.

(4) Both parties’ right to terminate for good cause remains unaffected. Good cause exists for iQ-ME in particular if, despite a warning, the Customer breaches Section 6(3) or is in default with an amount exceeding two monthly portions of the annual fee.

(5) Notices of termination require text form.

(6) Fees paid in advance are not refunded, unless the Customer terminates for good cause for which iQ-ME is responsible.

Section 18 Data export and deletion

(1) During the term of the contract, the Customer may at any time export its Customer Data and Results completely and without separate charge in a common, machine-readable format.

(2) After the end of the contract, the export remains available for 30 days. After that, iQ-ME permanently deletes the instance with all Customer Data and Results, unless a statutory retention obligation precludes this. Backups are overwritten in the course of their regular cycle.

(3) For data that the Customer does not export within this period, iQ-ME assumes no responsibility after deletion.

(4) Patterns under Section 11 are not deleted because they contain no Customer Data.

Section 19 Changes to these terms

(1) iQ-ME may change these terms insofar as this is necessary because of a change in the legal situation, case law, technology or the range of services and the Customer is not thereby unreasonably disadvantaged. Essential contractual obligations, scope of services and fees do not change in this way.

(2) iQ-ME notifies changes in text form at least six weeks before they take effect. If the Customer does not object in text form within this period, the changes are deemed accepted. In the notification, iQ-ME specifically draws attention to this consequence and to the right to object.

(3) If the Customer objects, the previous terms continue to apply. iQ-ME may then terminate the contract with three months’ notice.

Section 20 Final provisions

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

(2) The exclusive place of jurisdiction for all disputes arising from the contract is Cologne. iQ-ME may also sue the Customer at its general place of jurisdiction.

(3) Amendments and supplements to the contract require text form. This also applies to a waiver of this form requirement. Individual agreements take precedence (Section 305b BGB).

(4) The Customer may transfer rights and obligations under the contract to third parties only with the prior consent of iQ-ME in text form. Section 354a of the German Commercial Code (HGB) remains unaffected.

(5) If a provision of these terms is invalid, the contract remains valid in all other respects. The statutory provision takes the place of the invalid provision.