Terms and conditions of use for consulting services, SaaS/AI platforms provided, and the free AI self-service tools on thomasmartin-pmp.de. Applies exclusively to business customers (B2B).
(1) These terms of use apply to all contracts and usage relationships between Thomas Martin (the "Provider") and his clients or users (the "Client") regarding:
(2) The Provider provides its services exclusively to business entities within the meaning of § 14 of the German Civil Code (BGB) (B2B). By entering into a contract, the Client confirms that it is using the services solely in its capacity as a business entity. Consumer protection provisions do not apply.
(3) Deviating, conflicting or supplementary terms and conditions of the Client shall not become part of the contract unless the Provider expressly agrees to their validity in writing.
(4) For the free AI self-service tools, the special provisions in § 8 apply in addition.
(1) The presentation of services on the website does not constitute a binding offer, but a non-binding invitation to the Client to submit an offer (invitatio ad offerendum).
(2) A contract is formed when the Provider responds to the Client's inquiry (via contact form, email or otherwise) with a written offer and the Client accepts that offer, or when the Provider expressly confirms an order/commission from the Client in writing (including by email).
(3) The following applies in addition to maintenance or support agreements relating to platforms provided: The contractual relationship begins upon completion of onboarding and thereafter runs as an independent continuing obligation (see § 6).
(1) The type, scope and precise specification of the services owed result from the respective individual offer or the Provider's service description. The offer as agreed in writing always prevails; in the event of any conflict, the provisions of the offer take precedence over these terms.
(2) For consulting services and for the design and onboarding of software solutions, the Provider owes a methodologically sound elaboration. No guarantee is given for the occurrence of any particular economic, operational or medical outcome for the Client.
(3) To the extent the Provider makes tools available to the Client for system, project or environment analysis, these tools serve exclusively for structural evaluation. They expressly do not constitute an instrument for personnel assessment. The Provider's references to contractual or regulatory risks do not replace a legal review and do not constitute legal advice within the meaning of the German Legal Services Act (RDG).
(4) To the extent maintenance or support agreements are concluded, these are service contracts. The Provider owes the processing of support requests within the agreed quota, not the achievement of any particular substantive or technical outcome for isolated third-party issues.
(5) Cooperation duties: The Client is obliged to provide, in a timely and complete manner, all information, data, system settings and access required for the provision of the services. If the Client fails to fulfil its cooperation duties, any applicable performance and service deadlines shall be extended accordingly. The Provider is not liable for delays or damages resulting from a breach of these cooperation duties.
(6) Subcontractors: The Provider is entitled to engage third parties (e.g. freelance staff or external IT service providers) as subcontractors to fulfil its contractual obligations, provided that data protection requirements (in particular § 9) are complied with.
(7) Acceptance: To the extent work-contract services are rendered (e.g. delivery of an audit report), the Client shall review the delivered work result within 14 days. If the Client does not report any material defects in text form within this period, the service is deemed accepted.
(8) Warranty: In the event of material defects in work-contract services, the Provider shall first have the right to cure (subsequent performance).
(1) The prices stated in the respective offer apply. All prices are net, plus the statutory value-added tax applicable at the time.
(2) Invoices are due for payment, without deduction, within 14 days of the invoice date, unless otherwise agreed in the offer.
(3) In the event of late payment, the statutory provisions apply (§§ 286 et seq. BGB), in particular default interest pursuant to § 288 BGB.
(4) Price adjustment: For continuing obligations (in particular maintenance agreements under § 6), the Provider reserves the right to adjust prices, upon automatic renewal of the contract term, to reflect a reasonable increase in infrastructure, API or personnel costs. Clients will be notified of any price adjustment in text form at least four weeks before it takes effect. In this case, the Client has a special right of termination up to the date the adjustment takes effect.
(1) The Client receives the respective work result (report, analysis, evaluation) for use for its own internal business purposes. Any transfer to third parties or commercial exploitation (e.g. resale as the Client's own consulting product) requires the Provider's prior written consent.
(2) To the extent copyrights or other related rights arise in the work results, the Provider grants the Client a simple, perpetual right of use within the scope of the purpose stated in paragraph 1. The grant of usage rights is subject to the condition precedent of full payment of the contractually agreed remuneration.
(3) The Provider remains entitled to reuse the methodology applied, as well as anonymized findings from the provision of services that cannot be traced back to the Client (e.g. for further development of its own products).
(1) Unless otherwise agreed in the offer, maintenance agreements for platforms provided commence upon completion of onboarding and have a minimum term of 12 months. They are automatically renewed for successive periods of 12 months unless terminated with three months' notice to the end of the respective term.
(2) The right to extraordinary termination for good cause (§ 314 BGB) remains unaffected.
(3) The scope of support (e.g. included ticket quotas) results from the respective offer. Unused quotas expire at the end of the month unless expressly agreed otherwise. Tickets beyond the quota are billed at the agreed hourly rate.
(4) Service level: Unless deviating service level agreements (SLAs) are agreed in the offer, standard support requests are processed within 14 days. For critical system outages that entirely prevent use of the platform, a response time of 24 hours applies on business days (Monday to Friday). This does not apply to outages caused by the Client's insufficient cooperation or by force majeure (§ 7(5)).
(1) The Provider is liable without limitation for intent and gross negligence, as well as for damages arising from injury to life, body or health.
(2) In the case of slightly negligent breach of material contractual obligations (cardinal obligations), the Provider's liability is limited to the typically foreseeable damage, subject to a maximum of EUR 50,000 per claim and EUR 100,000 per calendar year.
(3) Otherwise, liability for slight negligence is excluded. Liability under the German Product Liability Act remains unaffected.
(4) Liability for data loss: The Client is solely responsible for regularly backing up its data in a manner appropriate to the risk. In the event of data loss caused by the Provider, liability is limited to the effort that would have been required to restore the data had the Client carried out proper data backup, unless the Provider acted with intent or gross negligence.
(5) Force majeure: The Provider is not liable for impossibility, delay or service outages to the extent these are caused by force majeure or other events that were unforeseeable at the time the contract was concluded and are beyond the Provider's control (e.g. widespread network outages, disruptions at cloud providers used, failure of third-party APIs, strikes).
(6) The liability limitation in § 8(5) applies in addition for the free AI self-service tools.
These provisions apply in addition to the extent AI-powered self-service tools are offered free of charge on the website.
(1) AI disclosure: Upon first interaction with each tool, the user is informed: "You are interacting with an AI system. The analysis is generated automatically and is not individually reviewed by Thomas Martin." (Art. 50 EU AI Act).
(2) Not a substitute for advice: Every output carries the notice: "AI-generated analysis — no guarantee of completeness or accuracy; decisions remain with the user." The output does not replace individual advice.
(3) No assessment of individuals: The tools are not used for the automated evaluation or selection of natural persons (e.g. in an employment context).
(4) Responsibility for data input / data flow: The user is responsible for not entering any personal data (within the meaning of Art. 4 GDPR) or strictly confidential trade secrets into the free AI tools. The user agrees that their inputs may be transmitted for automated processing to third-party providers (API providers of the AI models). To this extent, an express exception to the confidentiality agreement under § 10 applies.
(5) Liability for free use: To the extent use is free of charge, the Provider is liable only for intent and gross negligence. Any further liability, in particular for the substantive accuracy of the automatically generated analysis, is excluded.
(6) The Provider may modify or discontinue access to the free tools at any time; there is no entitlement to availability.
Information on the processing of personal data can be found in the website's separate Privacy Policy. To the extent personal data is processed on the Client's behalf within the framework of platforms or software solutions provided (e.g. patient data from medical practices), this is done exclusively in accordance with the Client's instructions. To this end, the parties shall conclude a separate data processing agreement (DPA) pursuant to Art. 28 GDPR before processing begins.
Both parties undertake to treat as confidential all confidential information of the other party disclosed in the course of the collaboration and not to disclose it to third parties. This does not apply to the extent a party is legally obliged to disclose such information, the information is already publicly available, or the express exceptions for use of the AI self-service tools (§ 8(4)) apply.
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If the Client is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the Provider's place of business is the exclusive place of jurisdiction for all disputes arising from or in connection with this contract.
(3) Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory provision.