--- type: "WebPage" title: "Terms and Conditions" description: "Terms and conditions of Context Studios UG for businesses: scope, services, prices, usage rights, warranty, termination and jurisdiction." resource: "https://www.contextstudios.ai/terms" language: "en" generated: by: "process:contextstudios-md/1" at: "2026-10-09T10:01:17.897Z" status: "stable" --- # Terms and Conditions Last updated: September 24, 2026 This translation is provided for information only. The German version at contextstudios.ai/de/agb is legally binding. ## 1. Scope These General Terms and Conditions (Terms) apply to all contracts between Context Studios UG (haftungsbeschränkt), Kaiser-Friedrich-Str. 6, 10585 Berlin, Germany ("Context Studios", "we"), and its customers ("you") for workshops, consulting and software development. Our services are offered exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. We do not enter into contracts with consumers within the meaning of Section 13 BGB. By placing an order, you confirm that you are acting in the course of your trade, business or profession. Deviating or supplementary terms of the customer apply only if we expressly agree to them in text form. Individual agreements, in particular in the proposal, take precedence over these Terms. ## 2. Services Context Studios provides AI-native consulting and software development services. We organise them by the goal you want to achieve and deliver them in one of four formats: - Workshop: a facilitated session of half a day to two days at one of our published fixed prices. - Setup: setting up and handing over a clearly defined system. - Sprint: four weeks of work towards an agreed goal with a working result. - Build & Support: further development and ongoing support under a separate agreement. The type, scope, deliverables and dates of the services are set out in the respective proposal. Workshops and consulting are provided as services. Services with deliverables defined in the proposal are provided as work results (Werkleistung) unless the proposal provides otherwise. ## 3. Conclusion of Contract and Collaboration 3.1 Initial call Engagements usually start with a free, non-binding 30-minute initial call in which we discuss your project and whether working together makes sense. 3.2 Proposal After scoping, you receive a proposal within 48 hours setting out scope, timeline, deliverables and a fixed price. The proposal states how long it is valid. 3.3 Conclusion of contract The contract is concluded when you accept our proposal in text form (email is sufficient). We start work once the agreed deposit has been received; if it arrives later, agreed dates are postponed accordingly. 3.4 Collaboration and cooperation We work in an agile way, with regular check-ins and progress reports; you can see the project status at any time. You provide the necessary information, access and contact persons in good time. If services are delayed because such cooperation is missing, agreed dates are postponed accordingly. 3.5 Acceptance You accept work results once they are completed. We notify you of completion in text form and set a reasonable review period of at least 14 days. The work is deemed accepted if you do not refuse acceptance within this period in text form, stating at least one defect (Section 640(2) BGB). You may not refuse acceptance because of insignificant defects. ## 4. Prices and Payment 4.1 Prices Workshops are charged at the fixed prices published on our website at the time of booking. All other services are charged at the fixed price agreed in the proposal after scoping. Services outside the agreed scope are provided only after prior agreement in text form, either at a separate fixed price or at the hourly rate agreed in the proposal. All prices are net plus statutory VAT. 4.2 Payment terms Unless otherwise agreed in the proposal: - 50% deposit after conclusion of the contract - 50% after acceptance or, for services, after they have been performed - Ongoing support is invoiced monthly - Payment within 14 days of invoicing without deduction - In the event of late payment, default interest of 9 percentage points above the base rate applies (Section 288(2) BGB) 4.3 Third-party costs and expenses Costs of third-party services, such as licences, cloud infrastructure or API usage, are borne by the customer. We incur expenses above the approval threshold agreed in the proposal only with your prior approval. 4.4 E-invoices We issue invoices electronically in accordance with the European standard EN 16931 (XRechnung or ZUGFeRD). Customers outside Germany receive invoices as PDF on request. 4.5 Deposit in case of early termination If the contract ends early, we offset the deposit against the remuneration for the documented services performed up to that point. Any surplus is refunded. ## 5. Usage Rights and Intellectual Property 5.1 Grant of usage rights Upon full payment, we grant you the exclusive, transferable and sublicensable right to use the code created specifically for your project and the deliverables, unrestricted in time, territory and content. Under German law, copyright itself cannot be transferred (Section 29(1) of the German Copyright Act) and remains with the respective author. This grant is subject to Sections 5.2 and 5.3. 5.2 Pre-existing components Tools, libraries and components that we developed independently of your project or use generally remain our property. Where they form part of the deliverables, you receive a simple, perpetual right to use them to the extent required for using the deliverables. 5.3 Third-party components Projects may include open-source libraries and frameworks that are subject to their respective licences. We document all dependencies and their licence terms. 5.4 References We name you or your project as a reference or in our portfolio only with your consent in text form. You may withdraw your consent at any time in text form. 5.5 Data processing in customer projects If we develop software for you that processes personal data: - You are the controller for the data of your application's end users. - We act as a processor during development; for projects involving the processing of personal data we conclude a separate data processing agreement (DPA). - You are responsible for the GDPR compliance of your application, including the privacy policy, consent mechanisms and data subject rights. - We implement appropriate technical and organisational measures and support you with GDPR compliance. ## 6. Confidentiality Each party treats all confidential information of the other party, in particular trade secrets, project details and access credentials, as confidential and uses it only to perform the contract. This does not apply to information that is or becomes public without breach of contract, that the receiving party already lawfully knew, or that it must disclose due to statutory or regulatory obligations. We may pass on confidential information to subcontractors and to AI, cloud and hosting service providers to the extent necessary to perform the contract, provided they are bound to confidentiality. Section 5.5 additionally applies to personal data. The confidentiality obligation continues for three years after the end of the contract and, for trade secrets, for as long as they remain secret. ## 7. Warranty and Free Bug Fixing 7.1 Warranty period The limitation period for claims for defects in work results is 12 months from acceptance unless otherwise agreed. This does not apply to claims under Section 8.1 or to fraudulently concealed defects; the statutory periods apply to these. 7.2 Warranty claims In the event of defects, you are first entitled to subsequent performance. If subsequent performance fails or is unreasonable, you may, at your choice, demand a price reduction or withdraw from the contract. Claims for damages exist only in accordance with Section 8. You notify us in text form of obvious defects within 14 days of acceptance and of defects that only become apparent later within 14 days of their discovery. If you fail to notify us in time, claims based on that defect are excluded; this does not apply in the cases of Section 8.1. 7.3 Quality We create work results in accordance with professional standards and industry practice. The deliverables have the quality agreed in the proposal and are suitable for the purpose agreed there. We assume a guarantee in the legal sense only if we expressly designate it as such. 7.4 Free bug fixing Independently of the warranty, we fix bugs that you report to us within 30 days of final delivery free of charge. Your rights under Sections 7.1 and 7.2 remain unaffected. Maintenance and support after this period are provided under a separate agreement. 7.5 Customer specifications and contributions We are not liable for defects and damage based on your specifications, on data, content or systems provided by you or on third-party services selected by you, insofar as we have pointed out recognisable concerns to you or the cause was not recognisable to us. Section 8.1 remains unaffected. ## 7a. AI-Assisted Services 7a.1 Use of AI We use AI models and tools from third-party providers when performing our services, for example for code, research and text. If we integrate AI services into the deliverables, their use is governed by the respective provider's terms; the ongoing costs are borne by the customer in accordance with Section 4.3. 7a.2 Errors typical of AI AI systems work on the basis of probabilities. Even when developed properly, their output and actions may contain errors typical of AI, in particular invented or incorrect information (hallucinations), flawed conclusions and consequential errors building on them in multi-step processes (error chains), misclassifications, bias, differing results for the same input, unforeseen actions by AI agents and misbehaviour caused by manipulated input (prompt injection). This also applies to AI features in the deliverables. 7a.3 Quality owed We do not owe the correctness of individual AI outputs or actions. We owe that, at acceptance, the AI system meets the quality criteria agreed in the proposal, for example a minimum accuracy on an agreed test data set; if no criteria are agreed, a professional implementation in line with the state of the art at the time of acceptance. Individual errors typical of AI in ongoing operation are not a defect as long as the system continues to meet the agreed quality criteria overall. If a third-party provider changes its model after acceptance, any resulting change in quality is not a defect; we provide the necessary adjustments as a separate service. 7a.4 Review and human oversight You review AI output on its merits before using it externally and do not base decisions with legal, economic, health or safety consequences on AI output alone. You only use multi-step automated processes such as AI agents in production with appropriate checkpoints, logging and the ability to stop the process. If you breach these obligations, this is taken into account as contributory negligence in the event of damage (Section 254 German Civil Code). If you notice an AI system misbehaving, you stop the affected processes and inform us in text form without undue delay. 7a.5 Access to systems and data We develop and test in development and test environments. We access your production systems and data, including via AI agents, only if you have released this in text form for the specific case. Before deletions, migrations and other bulk changes to production data, you ensure a current, restorable backup and confirm this to us in text form. You grant access only to the extent required. 7a.6 Third-party AI services The availability, response behaviour, prices, changes and discontinuation of third-party AI models and services are beyond our control and are not part of our services unless otherwise agreed in the proposal. We recommend that accounts with these providers be held in your name. 7a.7 Experimental features Features that we expressly designate as experimental or beta are provided for trial purposes without any commitment to a particular quality. Section 8.1 remains unaffected. 7a.8 Rights in AI output Under current law, copyright may not arise in parts of the deliverables that are generated exclusively by AI. The grant under Section 5.1 covers such parts to the extent rights exist in them; otherwise you may use them without restriction by us. 7a.9 Data in AI services We process confidential information and personal data with AI services only in accordance with Sections 6 and 5.5. If certain data should not be processed with AI services, we agree this in the proposal. 7a.10 EU AI Act If you have us develop an AI system and put it into service under your name, you are generally the provider and deployer within the meaning of Regulation (EU) 2024/1689 (AI Act). The resulting obligations, such as classifying the use case, transparency notices and human oversight, then lie with you. We support you with this to the agreed extent. 7a.11 Indemnity You indemnify us against third-party claims arising from your use of AI output without review contrary to Section 7a.4, your provision of data or content without the necessary rights, or your failure to meet your obligations under Section 7a.10, insofar as you are responsible for this. ## 8. Liability The following liability provisions apply subject to mandatory statutory provisions. 8.1 Unlimited liability We are liable without limitation for: - intent and gross negligence - damage resulting from injury to life, body or health - damage under the German Product Liability Act - fraudulently concealed defects - obligations assumed under a guarantee 8.2 Liability for slight negligence In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), our liability is limited to the foreseeable damage typical for the contract. Essential contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance you may regularly rely. Our liability per incident is further limited to the net fee for the affected order, in the case of ongoing fees to the net fees for the twelve months preceding the incident, but to at least EUR 10,000. For all incidents within one contract year it is limited in total to twice this amount. A higher amount may be agreed in the proposal. 8.3 Exclusion of liability Otherwise, our liability for slightly negligent breaches of duty is excluded. 8.4 Employees and vicarious agents To the extent our liability is excluded or limited, this also applies to the personal liability of our employees, representatives and vicarious agents. 8.5 Loss of data In the event of slight negligence, our liability for loss of data is limited to the effort that would have been required to restore the data had you backed it up regularly and appropriately to the risk, unless backup forms part of our agreed services. This also applies to data changed or deleted by AI systems or AI agents. 8.6 Consequential damage In the event of slight negligence, we are not liable for lost profit or other indirect damage, including consequential damage from error chains under Section 7a.2, insofar as such damage is not typical for the contract and foreseeable. 8.7 Limitation period for damage claims Claims for damages against us become time-barred one year after the statutory limitation period begins. This does not apply to claims under Section 8.1. ## 9. Termination 9.1 Ordinary termination by the customer You may terminate the contract with 14 days' notice in text form. You then pay for the documented services performed until the termination takes effect; for fixed prices, pro rata according to the documented progress. No termination fee or other lump sum applies. 9.2 Termination by Context Studios We may terminate the contract if payments due are not made despite a reminder and a reasonable grace period, if you materially breach these Terms, or if you fail to provide necessary cooperation despite a reasonable grace period set in text form. In this case too, you pay for the documented services performed up to termination. 9.3 Termination for cause The right to terminate for good cause remains unaffected. Good cause exists in particular in the event of: - payment default of more than 30 days - breach of essential contractual obligations - insolvency of a contracting party ## 10. Governing Law and Jurisdiction German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from this contractual relationship is Berlin, provided you are a merchant, a legal entity under public law or a special fund under public law. ## 11. Final Provisions 11.1 Changes to these Terms Contracts already concluded are governed by the Terms agreed at the time the contract was concluded. We offer you changes for ongoing continuing obligations in text form no later than six weeks before they are planned to take effect. They take effect only if you expressly agree to them in text form. If you do not agree, the contract continues on the previous terms; both parties remain entitled to terminate under Section 9. 11.2 Severability Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. Otherwise, Section 306 BGB applies. 11.3 Entire agreement These Terms, together with the proposal or service agreement, constitute the entire agreement between you and Context Studios regarding the respective service, subject to Section 11.4. 11.4 Text form Amendments and additions to these Terms require text form (Section 126b BGB); email is sufficient. Individual contractual agreements always take precedence and apply even if made only orally (Section 305b BGB). 11.5 Governing version The German version of these Terms is legally binding. Translations are provided for information only. 11.6 Force majeure Neither party is liable for failure to perform obligations due to circumstances beyond its reasonable control, such as natural disasters, war, terrorism, civil unrest, embargoes, acts of authorities, fire, floods, pandemics, strikes or failures of energy and communication networks. Agreed deadlines are extended by the duration of the impediment. Payment obligations remain unaffected. ## 12. Contact If you have any questions about these Terms, please contact us: Context Studios UG (haftungsbeschränkt) Kaiser-Friedrich-Str. 6 10585 Berlin, Germany Email: info@contextstudios.ai Related documents Privacy Policy Cookie Policy Legal Notice (Impressum)