Legal
Last updated: September 2026
This is a courtesy English translation. The German original is the sole legally binding version of these terms — the contract itself names German as the contract language (§ 2(5)) — and the German text prevails in the event of any discrepancy.
These terms apply to both business and private customers. Clauses that apply to only one of the two groups are marked in turquoise in the text. Anything without such a marking applies to both.
Private customers additionally receive the withdrawal instructions as a separate annex to the offer. It forms part of these terms.
(1) These General Terms and Conditions apply to all contracts between RIT Services GmbH, Am alten Güterbahnhof 57, 50825 Cologne, Germany (hereinafter the “Contractor”) and the customer (hereinafter the “Client”) for services in the areas of AI consulting, software development, chatbot and voice-agent development, process automation, and the operation and maintenance of the resulting solutions.
(2) A consumer is any natural person who enters into the contract for purposes that are predominantly outside their trade, business, or profession (Section 13 of the German Civil Code, BGB). A business (“Unternehmer”) is any person who, when entering into the contract, is acting in the exercise of their trade, business, or profession (Section 14 BGB).
(3) Provisions that apply to only one of the two groups are expressly marked as such in the text. All other provisions apply to both.
(4) Any deviating terms proposed by the Client do not become part of the contract unless the Contractor agrees to them in text form.
Business clients only: (5) These terms also apply to all future business relationships, without requiring renewed agreement.
(1) Offers made by the Contractor are non-binding unless expressly marked as binding. An offer marked as binding is valid for 30 days from the date of the offer. The Contractor will accept or decline an order placed by the Client within five business days.
Business clients only: (2) The contract is formed upon the Contractor's order confirmation in text form or upon commencement of performance.
Consumers only: (3) The contract is only formed once the order has been accepted in text form. Mere commencement of performance does not substitute for acceptance.
(4) Amendments and additions should be recorded in text form. Individually agreed arrangements always take precedence over these terms.
(5) The language of the contract is German. The Contractor stores the text of the contract and provides it to the Client, together with these terms, in text form.
Consumers only: (1) For contracts concluded at a distance or away from the Contractor's business premises, the consumer has a right of withdrawal of fourteen days. Details are set out in the withdrawal instructions, which are enclosed with the offer as a separate annex and form part of these terms. The annex also contains the model withdrawal form.
Consumers only: (2) The Contractor will only begin performance before expiry of the withdrawal period if the consumer has expressly requested this and has confirmed that they are aware of their right of withdrawal and that it will be lost once the contract has been fully performed (Section 356(4) BGB).
Consumers only: (3) If the consumer withdraws after such early commencement of performance, they owe compensation for the value of the services provided up to the point the withdrawal was received, calculated in proportion to the total scope of the agreed service.
(1) The scope of services is set out in the service description in the offer. In case of doubt, the offer takes precedence over these terms.
(2) Changes and extensions to the scope of services require an agreement in text form. They may affect the fees and deadlines.
(3) The Contractor performs its services in accordance with the generally recognized state of the art. A specific economic outcome, such as revenue, savings, or quota targets, is only owed if expressly agreed. The obligation to produce the agreed work free of defects remains unaffected.
(4) If a service depends on third-party services, such as language models, telephony, or cloud providers, the Contractor will name these in the offer and refer there to their terms. Availability beyond that of the third-party service used is not owed.
(5) Systems with AI components do not generate their results deterministically. What is owed is that the results are professionally sound and meet the quality metrics agreed in the offer, not that the same input always produces the same output.
Consumers only: (6) For digital products within the meaning of Sections 327 et seq. BGB, the Contractor owes updates in accordance with the statutory provisions. The scope and duration are set out in the offer; a separately agreed maintenance or operating contract governs them conclusively. A deviation from Section 327f BGB is only effective if expressly and separately highlighted and agreed in the offer.
(7) The Contractor may engage subcontractors. It remains the Client's point of contact and is liable for their performance as for its own.
(1) Dates and deadlines are only binding if expressly agreed as binding. All other indications are non-binding planning estimates.
(2) If performance is delayed for reasons beyond the Contractor's control, in particular due to a lack of cooperation from the Client, agreed dates are postponed by the duration of the hindrance plus a reasonable start-up period.
(3) Events of force majeure release the Contractor from its obligation to perform for the duration of the disruption. These include, in particular, natural events, labor disputes, official measures, and widespread failures of power, telecommunications, or cloud infrastructure that are beyond its control. The Contractor will notify the Client without delay. If the disruption lasts longer than two months, either party may terminate the contract with respect to the affected part.
(1) The Client will provide, in good time, all information, documents, data, and access required for the service.
(2) The Client will designate a point of contact who can provide information and receive declarations.
(3) The Client ensures that it holds the necessary rights to any data and content it provides and that no third-party rights preclude its processing.
(4) If cooperation is not provided, any resulting delays are not at the Contractor's expense. If this results in additional effort, the Contractor will notify the Client in text form beforehand. It will only be billed, at the agreed rates, after approval by the Client.
(1) The Client will accept services owed by the Contractor as a deliverable (“Werk”) once they have been provided in accordance with the contract. The Contractor will notify the Client of completion in text form.
(2) The Client will inspect the service within fourteen days of receiving the completion notice. It will either declare acceptance in text form or specify the defects preventing acceptance.
(3) If the Client does not respond within this period and does not identify any material defect, the service is deemed accepted.
Consumers only: (4) The Contractor will separately point out the consequence of paragraph 3 in the completion notice, in text form (Section 640(2) BGB).
(5) Minor defects do not prevent acceptance. The Client's claims regarding such defects remain unaffected.
(6) Self-contained partial services may be accepted separately if provided for in the offer.
(1) Fees are based on the pricing model agreed in the offer, such as a fixed price, time-and-materials billing, or a monthly rate.
Consumers only: (2) All prices quoted are final prices including statutory value-added tax.
Business clients only: (3) Prices are quoted exclusive of statutory value-added tax.
(4) Invoices are due for payment in full within 14 days of receipt, unless otherwise agreed in the offer. Monthly rates are billed in advance.
(5) For time-and-materials billing, the Contractor will provide monthly documentation of the hours worked.
(6) If the Client defaults on payment, the statutory provisions apply. The Contractor may suspend further performance, after prior notice in text form and the expiry of a reasonable grace period, until payment is made.
(7) Travel expenses and travel time are only charged if specified in the offer.
(8) The Client may only set off claims against the Contractor's claims if such claims are undisputed or have been finally and bindingly established. The Client has a right of retention only to the extent it arises from the same contractual relationship.
(1) The works created under the engagement, in particular software, concepts, models, and documentation, are protected by copyright. The rights to them initially belong to the Contractor.
(2) Upon full payment of the fees, the Client receives a non-exclusive right, unlimited in time and territory, to use the results for the purposes provided for in the contract.
(3) Whether and to what extent source code is handed over, and what further rights the Client receives, is governed by the respective offer.
(4) Transferring the usage rights to third parties requires the Contractor's consent in text form. Use by companies affiliated with the Client is included.
(5) Any open-source components used are subject to their respective license terms. The Contractor will identify them upon request.
(6) The Contractor remains entitled to freely use the general knowledge, ideas, and methods acquired during performance, insofar as they do not constitute confidential information of the Client.
(1) Both parties will treat confidential information of the other party as confidential and use it only for the purposes of the contract. This obligation continues after the end of the contract.
(2) If the Contractor processes personal data on behalf of the Client, the parties will enter into a data processing agreement under Article 28 GDPR before processing begins. The Contractor will provide a template for this purpose.
(3) Information on the processing of the Client's own personal data is set out in the privacy policy at https://rit.services/datenschutz.
(4) The Contractor may only name the Client as a reference after the Client has given its consent in text form.
(1) The Contractor is liable for defects in the service in accordance with the statutory provisions, unless otherwise specified below. The service description in the offer is decisive for the quality owed.
(2) If a defect becomes apparent, the Contractor has the right to remedy it within a reasonable period. The Client's statutory rights remain unaffected. Remedial performance is deemed to have failed at the latest after the second unsuccessful attempt.
Business clients only: (3) Defects must be reported in text form without delay after discovery. The limitation period for warranty claims is twelve months from acceptance. This does not apply to claims arising from intent, gross negligence, or fraudulent concealment, from injury to life, body, or health, or to claims under the Product Liability Act, for which the statutory time limits apply.
Consumers only: (4) The statutory warranty rights and statutory limitation periods apply. There is no obligation to inspect the goods or give notice of defects.
(5) No defect exists to the extent the deviation is caused by a factor within the Client's area of responsibility, in particular improper use, modifications made by the Client or third parties it has commissioned, or an operating environment that was not agreed.
(1) The Contractor is liable without limitation for intent and gross negligence, for injury to life, body, or health, for defects fraudulently concealed, to the extent of any guarantee assumed, and under the Product Liability Act.
(2) In the event of a slightly negligent breach of an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Client may regularly rely (a material obligation), the Contractor's liability is limited in amount to the damage typical for this type of contract that was foreseeable at the time the contract was concluded.
(3) There is no further liability for slight negligence.
(4) For the loss of data, the Contractor's liability under paragraphs 2 and 3 is limited to the effort that would have been required for restoration had the Client carried out proper and regular data backups. Paragraph 1 remains unaffected.
(5) The foregoing limitations also apply to the personal liability of the Contractor's employees, representatives, and vicarious agents.
(1) The term and notice periods are set out in the offer. If no provision is made, a continuing obligation may be terminated with one month's notice to the end of the month.
Consumers only: (2) After the first contract year has elapsed, the consumer may terminate contracts for regularly recurring services at any time with one month's notice. There is no automatic (tacit) renewal of the contract.
(3) The right to terminate for good cause remains unaffected. Good cause exists, in particular, where there has been a repeated breach of material contractual obligations following an unsuccessful warning.
(4) Notices of termination require text form. An email is sufficient.
(5) After the end of the contract, the Contractor will hand over the Client's data to it in a common format and will then delete it, unless a statutory retention obligation applies.
(1) The Contractor is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board (Section 36 of the German Consumer Dispute Resolution Act).
(2) The Client may direct complaints to info@rit.services. The Contractor will respond within ten business days.
(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Consumers only: (2) If the consumer has their habitual residence in another country, the mandatory consumer-protection provisions of that country remain unaffected.
Business clients only: (3) The exclusive place of jurisdiction and place of performance is Cologne, Germany, provided the Client is a merchant, a legal entity under public law, or a special fund under public law.
(4) If any provision of these terms is invalid, the remainder of the contract remains valid. The invalid provision is replaced by the applicable statutory provisions.