Terms & Conditions.
Pivot Pilot · Karl-Marx-Platz 9, 06242 Braunsbedra · As of June 2026
§ 1 Scope
(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Pivot Pilot, Karl-Marx-Platz 9, 06242 Braunsbedra (hereinafter "Contractor") and the respective client (hereinafter "Client") regarding the development, implementation, and maintenance of AI-powered automation solutions. (2) The GTC apply exclusively in business dealings with entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, or special funds under public law. (3) Deviating, conflicting, or supplementary general terms and conditions of the Client shall only become part of the contract if the Contractor has expressly agreed to their validity in writing. (4) In the event of contradictions between these GTC and an individually concluded contract for work and services, the provisions of the individual contract shall take precedence.
§ 2 Subject Matter and Services
(1) The Contractor offers the development, implementation, and maintenance of AI-powered automation solutions, in particular: • EMS (E-Mail Management System): n8n-based automation for managing, categorizing, and responding to incoming emails using artificial intelligence. • Inbound Caller (IB Caller): n8n-based inbound telephone assistant that receives, analyzes, and automatically processes incoming calls using artificial intelligence (e.g. forwarding, answering questions, recording messages). • Outbound Caller (OB Caller): Vapi-based AI-powered outbound telephone assistant that independently makes outgoing calls based on the Client's lead databases and communicates with called persons using artificial intelligence. (2) The exact scope of services is set out in the respective contract for work and services and, where applicable, the associated requirements or specifications document. The GTC supplement these individual agreements. (3) All services are provided as a contract for work and services pursuant to §§ 631 et seq. BGB. The Contractor owes the agreed outcome in the form of a functional, defect-free work. (4) The scope of services generally includes research into the Client's company and target audiences, development and configuration of the respective assistant or automation, creation of necessary tools and variables, integration with the Client's existing systems (e.g. CRM, telephony, email), delivery of the finished workflow, comprehensible documentation, and a brief introduction. (5) Exact specifications (e.g. triggers, conversation flows, AI settings, actions) are defined jointly with the Client. Changes or additions constitute a service adjustment and require a separate agreement.
§ 3 Conclusion of Contract
(1) Offers from the Contractor are non-binding unless expressly marked as binding. (2) The contract is concluded upon signature of an individual contract for work and services by both parties. (3) The Contractor reserves the right to reject orders without stating reasons.
§ 4 Work Organization and Client's Duties to Cooperate
(1) The Contractor is free in the organization of its work but takes the Client's interests into account. (2) The Client has the right to inquire about the progress of the work at any time. The Contractor provides truthful information in this regard. (3) The Client is obliged to provide the accesses required for execution (in particular telephony integration, email access, CRM systems, trigger data sources), information, test data, and other documents in a timely manner. (4) The Client ensures that the data provided by it, in particular lead databases and contact data, was lawfully collected and that its processing by the Contractor is permissible. (5) If new, expanded, or different services arise during the creation of the work, these are not covered by the existing contract. In this case, supplementary agreements must be made.
§ 5 Deadlines and Delays
(1) The parties jointly determine a realistic time frame for implementation. (2) The Contractor informs the Client without delay if delays are foreseeable and states the reasons as well as a new realistic estimate. (3) Delays based on missing or late cooperation of the Client (in particular late provision of accesses, data, or approvals) lead to a corresponding extension of the agreed deadlines. The Contractor is not liable for delays incurred in these cases.
§ 6 Acceptance and Test Phase
(1) After completion of the work, a test and observation phase takes place in which the Client can check the work for functionality and conformity with the agreed specifications. (2) Acceptance is deemed granted if the Client does not report defects in writing with reasons within 14 days of delivery. (3) Insignificant defects do not entitle the Client to refuse acceptance.
§ 7 Remuneration and Payment Terms
(1) Remuneration consists of a one-time fee for the initial setup and a monthly maintenance fee. The specific amounts are set out in the respective contract for work and services. (2) All prices are net prices plus statutory VAT at the applicable rate. (3) Invoices are due within 14 days of receipt without deduction. (4) If the Client is in default of payment, the Contractor is entitled to demand default interest at a rate of 9 percentage points above the applicable base interest rate pursuant to § 288 (2) BGB. The assertion of higher damages caused by default remains reserved. (5) The Contractor reserves the right to adjust monthly maintenance fees with at least 30 days' notice at the end of a billing period. Price increases of more than 10% entitle the Client to extraordinary termination as of the effective date of the increase.
§ 8 Maintenance and Ongoing Support
(1) As part of monthly maintenance, the Contractor provides continuous support of the work, including the introduction of new features, improvement of existing processes, error correction, and the addition of new use cases. (2) Maintenance does not include fundamentally new developments or substantial extensions of the original scope of functions. Such services require a separate agreement. (3) The Contractor endeavors to remedy disruptions and errors within a reasonable period. There is no claim to uninterrupted availability of the AI services, as these partly depend on third-party providers (e.g. Vapi, n8n, telephony providers, AI model providers).
§ 9 Rights of Use and Intellectual Property
(1) Upon acceptance, the Contractor grants the Client a simple, temporally and spatially unrestricted right of use of the created workflow, unless otherwise regulated in the respective contract for work and services. (2) The right of use refers to the specific workflow created for the Client. It does not include the underlying methods, frameworks, reusable components, or the Contractor's general know-how. (3) The Contractor remains entitled to use the general findings and methods obtained in the course of providing services for other projects, provided that no confidential information of the Client is disclosed.
§ 10 Liability
(1) The Contractor's liability is – as far as legally permissible – limited to intent and gross negligence and limited in amount to the value of the respective order. (2) The Contractor is not liable for damages resulting from the faulty or incomplete provision of data, accesses, or information by the Client. (3) The Contractor is not liable for the substantive accuracy of AI-generated responses, transcriptions, or categorizations. Artificial intelligence can produce errors; the Client is responsible for monitoring and, if necessary, correcting the AI outputs during ongoing operations. (4) The Contractor is not liable for outages, disruptions, or performance restrictions of third-party services (e.g. Vapi, n8n, AWS, Twilio, AI model providers, telephony providers) unless these are due to the Contractor's fault. (5) Liability for injury to life, body, and health as well as liability under the Product Liability Act remain unaffected by the above limitations of liability.
§ 11 Data Protection
(1) The parties undertake to comply with the applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). (2) Insofar as the Contractor processes personal data on behalf of the Client in the course of providing services, the parties conclude a separate data processing agreement (DPA) pursuant to Art. 28 GDPR. The Contractor processes personal data exclusively on instruction. (3) The categories of data processed may include in particular: lead data (name, address, telephone number, contact details), call data (audio recordings, transcripts, conversation content, metadata), email data (content, metadata, sender/recipient), and technical data (IP addresses, system logs). (4) Depending on the solution deployed and the hosting variant, sub-processors (e.g. Vapi, AWS, n8n, telephony providers, external AI providers) may be used. These are only engaged with the prior consent of the Client. (5) The Contractor supports the Client, upon request, in GDPR-compliant storage of data (e.g. call transcripts on AWS or comparable EU services). (6) The Client is responsible for informing the data subjects (e.g. called persons, email senders) about the use of AI-supported processing insofar as this is legally required.
§ 12 Confidentiality
(1) Both parties undertake to keep permanently secret all confidential information of the other party that becomes known in the course of the contractual relationship and to use it only for the purposes of the contract. (2) The confidentiality obligation does not apply to information that is or becomes publicly known (without fault of the receiving party), that was already known to the receiving party before conclusion of the contract, that was lawfully obtained from a third party without an obligation of confidentiality, or that must be disclosed due to statutory provisions or official orders. (3) The confidentiality obligation continues beyond the termination of the contractual relationship.
§ 13 AI Transparency and Disclosure Obligations
(1) The Client is informed that the solutions developed by the Contractor use artificial intelligence for communication with third parties (e.g. phone calls, email replies). (2) The Client is solely responsible for ensuring that the use of AI-supported communication towards third parties complies with applicable legal requirements, in particular with regard to any obligation to disclose the use of AI to called persons or email recipients. (3) The Contractor supports the Client, upon request, in implementing corresponding notices (e.g. an announcement at the beginning of an AI phone call).
§ 14 Termination
(1) The contractual relationship regarding monthly maintenance may be ordinarily terminated by either party with a notice period of 30 days to the end of a calendar month, unless the respective contract for work and services stipulates otherwise. (2) The right to extraordinary termination for cause remains unaffected. Cause exists in particular if a party fails to fulfill essential contractual obligations despite written warning and a reasonable grace period, insolvency proceedings are opened over a party's assets or their opening is refused for lack of assets, or a party violates essential data protection obligations. (3) Upon termination, remuneration for services rendered up to that point becomes due. (4) After termination of the contractual relationship, the Contractor shall either delete or return all personal data of the Client at the Client's choice, provided no statutory retention obligations conflict with this. Further details are regulated in the DPA.
§ 15 Force Majeure
(1) Neither party is liable for non-performance or delayed performance of its contractual obligations to the extent that non-performance or delay is due to circumstances of force majeure beyond the reasonable control of the affected party. (2) Force majeure includes in particular natural disasters, pandemics, war, acts of terrorism, official orders, strikes, failures of telecommunications networks or power supply, and serious disruptions at third-party providers (e.g. cloud services, AI model providers). (3) The affected party is obliged to inform the other party without delay of the occurrence and expected duration of the force majeure.
§ 16 Final Provisions
(1) Amendments and additions to these GTC and the individual contracts for work and services must be made in writing. This also applies to the waiver of this written form requirement. (2) Should any provision of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected (severability clause). The invalid or unenforceable provision shall be replaced by a valid and enforceable regulation that comes closest to the economic purpose of the invalid provision. (3) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). (4) The place of jurisdiction for all disputes arising from or in connection with these GTC and the contracts based on them is the Contractor's registered office, currently Braunsbedra, provided the Client is a merchant, legal entity under public law, or special fund under public law.