Section 1 Scope and Contracting Parties

1. These General Terms and Conditions apply to all contracts between Dr Florian Härer, trading under the business name FITLO | Institute for AI Transfer, Mühlstraße 17, 73630 Remshalden, Germany, hereinafter referred to as “FITLO”, and its clients concerning the provision of Research, Funding and Search services and any supplementary project-related services.

2. These GTC apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. They also apply to bookings made by natural persons where those persons act in the name and on behalf of a company or another organisation covered by the preceding sentence.

3. Any deviating, conflicting or supplementary terms and conditions of the client shall form part of the contract only where FITLO has expressly agreed to their application in text form.

4. In the event of any conflict, individual agreements, proposals and service descriptions shall take precedence over these GTC.

 

Section 2 Services Provided by FITLO

1. FITLO provides the following services:

   a. Research: Scientific investigation and assessment of questions, experiences, data and results arising from AI initiatives. Services may include developing research questions and study designs, analysing data, preparing scientific reports and jointly developing and submitting papers to journals, conferences and other professional or academic formats.

   b. Funding: Assessment of the research and funding potential of development questions, identification of suitable funding programmes, development of research and project approaches, formation of suitable partnerships or consortia and technical support in preparing project outlines and funding applications. Services relating to other research or innovation funding instruments shall be provided only where expressly agreed and legally permissible.

   c. Search: Support in filling specialist and executive positions by developing role and requirement profiles, identifying and directly approaching suitable individuals, conducting a structured preselection, presenting candidates and supporting the selection process.

   d. Supplementary services: Expert briefings, workshops, presentations, facilitation, executive sparring and other scientific or project-related services where agreed in the relevant proposal.

2. The content, scope, deliverables, deadlines, client cooperation obligations and remuneration shall be defined in the relevant proposal, service description or other individual contractual agreement.

3. Unless a specific deliverable is expressly agreed as an owed result, FITLO provides services rather than guaranteeing a particular outcome. FITLO does not owe any specific commercial, scientific, funding-related, publication-related or recruitment-related result.

4. FITLO is entitled to engage suitable professional partners, freelancers or other subcontractors in providing its services. Where such parties are given access to confidential information or personal data, FITLO shall ensure that appropriate contractual confidentiality and data protection obligations are in place.

 

Section 3 Formation of the Contract

1. Proposals issued by FITLO are non-binding unless expressly designated as binding.

2. A contract is formed when the client accepts a FITLO proposal, confirms an engagement in text form or the parties mutually commence performance of the services.

3. Any amendment or extension of the agreed scope of services requires a separate agreement. Where possible, FITLO shall inform the client before implementation of any resulting additional remuneration or changes to the schedule.

 

Section 4 Client Cooperation and Approval Obligations

1. The client shall provide FITLO with all information, data, documents, contacts, access rights, decisions and approvals required to perform the services in a timely, complete and suitable form.

2. The client warrants that the information it provides is accurate and complete and that its transmission and contractual use do not violate statutory provisions, contractual obligations, trade secrets or third-party rights. This applies to company data, research data, personal data, texts, images, trademarks and other protected content.

3. The client remains responsible for its business decisions, its use of the deliverables and the internal review and approval of documents prepared by FITLO.

4. Delays and additional work resulting from late, incomplete or incorrect cooperation by the client shall extend agreed deadlines by a reasonable period. After prior notice, additional work may be charged on the basis of the agreed rates or, where no rates have been agreed, at reasonable market rates.

5. FITLO shall not assume the client’s statutory review, retention or documentation obligations unless expressly agreed otherwise.

 

Section 5 Special Terms for Research and Publications

1. Scientific investigations are open-ended. Assessments and results are based on the agreed scope of the investigation, the knowledge available at the time of processing and the information and data provided by the client or third parties.

2. The client is responsible for the origin, quality, completeness and lawful use of the data and content it provides. Where anonymisation, pseudonymisation, consent, approval or another legal basis is required, the client shall ensure that this is in place in good time unless expressly agreed otherwise.

3. The development of a manuscript or support with a submission does not establish any entitlement to acceptance, peer review, publication, a particular citation impact or any other response. Decisions made by editors, editorial boards, conferences, reviewers and publishers are outside FITLO’s control.

4. Authorship, author order, acknowledgements and other attributions shall be determined by the actual scientific contribution, the principles of good scientific practice and the requirements of the relevant publication venue. The engagement or remuneration of FITLO alone does not establish any entitlement of the client or individual persons to authorship.

5. Client-related information, data or results shall be published or submitted for publication only after the client has approved them in text form or where a different approval process has been expressly agreed. Statutory disclosure obligations and information already lawfully available to the public remain unaffected.

6. FITLO may refuse or suspend work, submissions or publications where there are justified doubts concerning legality, data quality, scientific integrity or the required consent of participating persons or organisations.

 

Section 6 Special Terms for Funding

1. Funding programmes, guidelines, deadlines, available budgets and decision-making practices may change. The requirements and decisions of the responsible funding body or competent authority in force at the relevant time shall apply.

2. FITLO does not guarantee eligibility, approval, payment, a particular funding rate, a particular funding amount or tax recognition. A positive professional assessment by FITLO does not constitute a commitment by a funding body.

3. The applicant and recipient of funding is the client or the legal entity identified in the application. That party remains responsible for the accuracy and completeness of all information, its eligibility to apply, compliance with deadlines and funding conditions and compliance with state aid, procurement, tax, grant and subsidy requirements.

4. FITLO shall submit documents on behalf of the client only where this has been expressly agreed, sufficient authorisation has been granted and the client has approved the final version. Without such an agreement, the client is responsible for reviewing, approving and submitting the documents.

5. FITLO does not provide legal or tax advice. Where an initiative requires an individual legal or tax assessment, particularly in connection with tax-based funding instruments, the client must engage appropriately authorised advisers.

6. Success-based remuneration shall be payable only where expressly agreed in the relevant proposal. In such cases, the proposal shall specify the basis of calculation, the event triggering the remuneration claim, the due date and the treatment of partial approvals, amendments, withdrawals or revocations.

7. Project management, drawdown requests, evidence of the use of funds, financial reporting, support during audits and other services following approval are owed only where expressly commissioned.

8. The client shall inform FITLO without delay of enquiries, interim notifications, approvals, rejections and other decisions relevant to the agreed services or remuneration.

 

Section 7 Special Terms for Search

1. FITLO supports the client in searching for and selecting suitable specialists and executives on the basis of the agreed role and requirement profile. The client is responsible for the final assessment of suitability, the selection decision and the contractual arrangements.

2. FITLO does not guarantee that a person presented will enter into a contract with the client, commence work, remain in the position for a particular period or achieve a particular professional result. Information provided by candidates shall be verified by FITLO only to the extent expressly agreed.

3. The client shall ensure that role profiles, selection criteria, communications and selection decisions comply with statutory requirements, including the German General Act on Equal Treatment (AGG). FITLO is not obliged to implement unlawful or discriminatory search or selection requirements.

4. A presentation shall be deemed to have occurred when FITLO first provides identifying information about a person or establishes direct contact. If the client already knew the person and that person was already involved in a specific, active application or placement process, the client shall notify FITLO within five working days of the presentation in text form and provide appropriate evidence. The mere storage of that person’s details in a database or a previous contact that is no longer active shall not be sufficient.

5. If, within twelve months of the presentation, the client enters into an employment, service, consultancy, corporate appointment or comparable agreement with the person presented, the success fee agreed in the proposal shall become payable, provided that the conclusion of the agreement is at least partly attributable to the presentation by FITLO. This shall apply accordingly where the agreement is entered into with an affiliated company of the client or the client passes the contact to such a company.

6. The amount, basis of calculation and due date of any success-based remuneration and any minimum fees, instalments, exclusivity arrangements, replacement guarantees or reimbursement arrangements shall be determined exclusively by the relevant proposal. A free replacement search or refund shall be owed only where expressly agreed.

7. Candidate profiles and personal information may be used exclusively for the agreed selection process and made accessible only to those involved in that process. Disclosure to other companies or use for other positions is permitted only where a sufficient legal basis under data protection law exists and FITLO has been informed in advance.

8. FITLO does not provide temporary agency workers as part of these services and does not become the employer of any person presented. FITLO is not authorised to make binding declarations on behalf of candidates or the client concerning the conclusion of an employment or service agreement.

 

Section 8 Remuneration and Payment Terms

1. Remuneration shall be specified in the relevant proposal or another individual contractual agreement. Remuneration may be agreed as a fixed price, on a time-spent basis, by project phase, as a recurring fee or as success-based remuneration.

2. All prices are net amounts and are subject to the applicable statutory value-added tax.

3. Necessary travel, accommodation, third-party and other ancillary costs shall be charged additionally where provided for in the proposal or agreed with the client before they are incurred.

4. Invoices are payable without deduction within eight calendar days of the invoice date unless a different payment period has been expressly agreed.

5. FITLO may require reasonable instalment payments, retainers or advance payments where agreed in the proposal. For longer-term projects, services may be invoiced monthly or upon completion of agreed project phases.

6. In the event of late payment, the statutory provisions shall apply. After prior notice, FITLO may suspend further services until outstanding amounts have been paid, provided this is reasonable in consideration of both parties’ interests.

 

Section 9 Deadlines, Performance and Amendments

1. Dates and deadlines are binding only where expressly agreed as binding. Without such an agreement, project and publication schedules constitute non-binding planning.

2. Performance dates shall be extended by a reasonable period where the client fails to provide required cooperation or approvals on time or subsequently requests amendments.

3. FITLO may provide partial services where this is reasonable for the client and does not adversely affect the purpose of the contract.

4. FITLO may provide services and deliverables electronically unless another form has been expressly agreed.

 

Section 10 Rights in Documents and Deliverables

1. Rights in data, documents, trademarks and other content provided by the client shall remain with the client or the respective rights holder. For the duration and purpose of the contract, the client grants FITLO the rights of use required to perform the contract.

2. Pre-existing methods, models, templates, processes, software components, teaching materials, research approaches and general expertise belonging to FITLO shall remain with FITLO. This also applies where they are used or further developed in creating client-specific deliverables.

3. Following full payment, the client shall receive a non-exclusive right to use the deliverables created and provided for the client, without limitation in time or territory, for the purpose contemplated by the contract. Where publication expressly forms part of the agreed services, the right of use shall include the use required for that publication. Any further rights of use, including publication for other purposes, adaptation, licensing or disclosure to third parties, require an express agreement.

4. Scientific publications, jointly created contributions and results involving multiple rights holders shall additionally be governed by the publication and rights agreements made in the individual case and the terms of the relevant publisher or publication venue.

5. Rights in lawfully used third-party content, standard software and open-source components shall be governed by the relevant licence terms.

 

Section 11 Confidentiality

1. Each party shall keep confidential all information concerning the other party that becomes known to it in connection with the contractual relationship and is designated as confidential or is confidential by its nature. Such information may be used only for the agreed purposes and disclosed only to persons who require it to perform the contract and who are subject to appropriate confidentiality obligations.

2. Information shall not be considered confidential where it:

   a. was already publicly known at the time of disclosure or subsequently becomes publicly known without breach of this obligation;

   b. was already lawfully known to the receiving party without a confidentiality obligation;

   c. was lawfully disclosed by an authorised third party;

   d. was demonstrably developed independently by the receiving party; or

   e. must be disclosed under a statutory obligation or an enforceable administrative or court order.

3. Trade secrets protected by law shall remain protected irrespective of this provision.

4. The confidentiality obligation shall continue for five years following termination of the relevant contract. For trade secrets and personal data, it shall continue for as long as protection is required by law.

 

Section 12 Data Protection and Use of Digital Tools

1. The parties shall comply with the applicable data protection legislation. Where each party processes personal data for its own purposes and using its own means, each party acts as an independent controller under data protection law.

2. Where FITLO processes personal data exclusively on behalf of the client, the parties shall enter into a data processing agreement before processing begins where required by law.

3. In connection with Search services, the client may process candidate data exclusively for the agreed selection process and on the basis of an existing lawful basis. Data that is no longer required must be deleted in accordance with statutory requirements unless further storage is lawfully agreed or statutory retention obligations apply.

4. FITLO may use digital and AI-supported tools to provide its services where this is compatible with the contractual confidentiality requirements and applicable data protection legislation. Confidential client information shall not be entered into publicly accessible systems without the client’s consent where access by third parties or use for general training purposes has not been sufficiently excluded.

 

Section 13 No Legal, Tax, Audit or Investment Advice

1. FITLO does not provide legal, tax, audit or investment advice. Professional assessments relating to research, funding, organisation, personnel or AI do not replace an assessment by professionals legally authorised to provide the relevant advice.

2. The client is responsible for legal, tax, employment law, data protection and regulatory assessments and for decisions based on those assessments unless the assessment has been expressly commissioned from an appropriately authorised third party.

 

Section 14 Liability

1. FITLO shall have unlimited liability in cases of intent and gross negligence, for death, personal injury or damage to health, for fraudulent concealment of a defect, where an express guarantee has been provided and in cases of mandatory statutory liability.

2. In cases of ordinary negligence, FITLO shall be liable only for a breach of a material contractual obligation. Material contractual obligations are those whose performance is essential to the proper performance of the contract and on whose fulfilment the client may ordinarily rely. In such cases, liability is limited to the foreseeable loss typical of this type of contract at the time the contract was concluded.

3. To the extent permitted by law, FITLO shall not be liable for decisions or measures taken independently by the client or third parties on the basis of the deliverables, provided that FITLO has properly fulfilled its contractual obligations.

4. The above liability provisions shall also apply for the benefit of FITLO’s legal representatives, employees, freelancers and agents used in the performance of its obligations.

 

Section 15 Impediments to Performance and Force Majeure

1. FITLO shall not be liable for delays or impediments to performance arising from circumstances beyond FITLO’s control. These include, in particular, natural events, epidemics, government measures, industrial disputes, significant failures of energy or communications networks, cyberattacks despite appropriate protective measures, unforeseeable travel restrictions and any illness of more than a short duration affecting a person essential to the project.

2. The affected party shall inform the other party without delay of the impediment and its expected duration. Performance obligations and deadlines shall be extended for the duration of the impediment plus a reasonable period for resuming operations.

3. If the impediment continues for more than 60 days and it is no longer reasonable to continue the contract, either party may terminate in text form the affected part of the services that has not yet been performed. Services already properly provided and agreed third-party costs that cannot be cancelled shall be remunerated.

 

Section 16 Termination of the Contract

1. The contractual term and any ordinary termination rights shall be specified in the relevant proposal. The right to terminate for good cause remains unaffected.

2. Where a contract ends before the services have been fully performed, the client shall remunerate the services properly provided up to the effective date of termination and any agreed third-party costs that can no longer be avoided. Any further mandatory statutory claims remain unaffected.

3. Agreed confidentiality, rights of use, protection-period and success-fee provisions shall continue beyond the end of the contract where required by their purpose. This applies in particular to a subsequent funding award based on documents prepared during the contractual term or the subsequent engagement, within the agreed protection period, of a person presented by FITLO during the contractual term.

 

Section 17 Set-Off and Rights of Retention

1. The client may set off claims only where those claims are undisputed, have been finally determined by a court or are ready for a court decision.

2. The client may exercise a right of retention only in respect of counterclaims arising from the same contractual relationship. Mandatory statutory rights remain unaffected.

 

Section 18 Final Provisions

1. The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2. Where the client is a merchant, a legal entity under public law or a special fund under public law, the registered place of business of FITLO shall be the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship, to the extent permitted by law. FITLO is also entitled to bring proceedings at the client’s general place of jurisdiction.

3. Amendments and additions to the contract should be made in text form for evidentiary purposes. The precedence of individual agreements under Section 305b BGB remains unaffected.

4. If any provision of these GTC is or becomes wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The applicable statutory provisions shall replace any invalid provision.