Terms and Conditions
Table of Contents
Section 1: Scope of Application and Service Provider
Section 2: Subject Matter and Service Description
Section 3: Contract Formation
Section 4: Customer Cooperation Obligations
Section 5: Payment Terms
Section 6: Delivery and Service Performance
Section 7: Usage Rights and Licenses
Section 8: Data Protection and Data Security
Section 9: Warranties and Liability
Section 10: Contract Duration and Termination
Section 11: Confidentiality
Section 12: Reference Rights
Section 13: Modifications and Amendments
Section 14: Force Majeure
Section 15: Final Provisions
Section 1: Scope of Application and Service Provider
1.1 These Terms and Conditions of Service ("Terms") govern all business relationships between Robin Stute, doing business as nexantera AI ("Provider" or "we") and its customers ("Customer" or "you").
1.2 Provider offers services in the development and implementation of AI solutions, particularly AI voice agents and chatbots.
1.3 Any deviating, conflicting, or supplementary terms and conditions of Customer shall only become part of the contract to the extent Provider has expressly agreed to their applicability in writing.
1.4 The version of these Terms in effect at the time of contract conclusion shall govern the contractual relationship.
Section 2: Subject Matter and Service Description
2.1 The subject matter of this contract is the development and provision of customized AI solutions by Provider for Customer. AI solutions include particularly:
- AI voice agents for process optimization
- AI-powered appointment booking systems for incoming calls
- Recruiter AI calls
- AI chatbots for e-commerce and websites
2.2 Provider offers two service delivery variants:
- Variant 1: Complete project handover with all accounts and rights upon completion
- Variant 2: Ongoing monthly maintenance, upkeep, and support after project completion
2.3 The specific service description, scope of services to be provided, and compensation are defined in the respective proposal or order confirmation.
2.4 Provider undertakes to describe the contracted services clearly and in terms understandable to third parties. Brief procedure designations and technical terms known only to the contracting parties will be avoided.
2.5 The service description includes, as relevant for the respective project:
- Detailed description of AI functionalities and capabilities
- Specification of technologies and frameworks to be used
- Definition of data sources and formats for AI training
- Definition of interfaces to Customer's existing systems
- Description of the methodology for software customization and AI training (e.g., SCRUM or PRINCE2)
- Provisions for securing intermediate stages of the AI model
- Definition of quality and performance metrics for AI solutions
- Description of testing procedures and acceptance criteria
- Scope of documentation and training measures
2.6 Provider is authorized to engage third-party providers and their software to fulfill contractual obligations, particularly Vapi.ai, retellai.com, make.com, n8n.io, and other services necessary for executing AI solutions.
2.7 Changes or additions to the scope of services during the contract term are possible and will be agreed upon through a change request procedure according to Section 13 of these Terms.
Section 3: Contract Formation
3.1 Contract formation occurs in the following steps:
- Free initial consultation
- Creation of a non-binding proposal by Provider
- Contract conclusion through Customer's order confirmation via email
3.2 Provider's proposals are subject to change and non-binding unless expressly marked as binding or contain a specific acceptance deadline.
3.3 By placing an order, Customer bindingly declares the intention to acquire the ordered service.
3.4 Acceptance may be declared either in writing (e.g., through order confirmation) or by commencing service performance for Customer.
3.5 Oral commitments by Provider prior to contract conclusion are legally non-binding.
3.6 Supplements and modifications to agreements made, including these Terms, require written form to be effective.
Section 4: Customer Cooperation Obligations
4.1 Customer is obligated to provide all access credentials, information, and accounts necessary for project execution.
4.2 Customer shall provide Provider with all documents and information required for order fulfillment in a timely, complete, and error-free manner.
4.3 Customer shall designate a contact person responsible for coordination with Provider and authorized to make decisions required for contract performance.
4.4 If Customer fails to fulfill cooperation obligations and delays or additional expenses result, Provider may demand reasonable compensation and reasonably postpone agreed deadlines.
Section 5: Payment Terms
5.1 The prices stated in the proposal or order confirmation apply. As a small business under German tax law, no VAT is charged on services provided to customers outside of Germany.
5.2 Provider accepts the following payment methods:
- Bank transfer (ACH/Wire)
- Credit card (Visa, Mastercard, American Express)
- PayPal
- SEPA direct debit (for EU customers)
5.3 Payment arrangements:
- Variant 1 (One-time payment): 50% down payment upon order placement, 50% upon project completion
- Variant 2 (Subscription). Monthly advance payment, setup fee upon order placement (as previously agreed)
5.4 Payment terms: Net 14 days from invoice date unless otherwise agreed.
5.5 Late payment provisions:
- Late fees: 1.5% per month (18% annually) on overdue amounts, or the maximum rate permitted by applicable law, whichever is lower
- Collection fees: $25.00 per collection notice
- Right to suspend services until payment is received
5.6 Right of offset: Customer may only offset against undisputed claims or claims finally determined by a court of competent jurisdiction.
5.7 Provider reserves the right to review Customer's creditworthiness and demand advance payment if results are negative.
Section 6: Delivery and Service Performance
6.1 Delivery timeframes are individually agreed upon and specified by Provider in the order confirmation. Typical project duration is 2-4 weeks but may vary depending on scope and complexity.
6.2 Handover of created AI solutions occurs according to the chosen variant:
- Variant 1: All accounts, credentials, and access created in Customer's name are transferred to Customer. Complete training and instruction are included in the scope of services.
- Variant 2: Accounts, access credentials, etc. are created and remain with Provider. Provider grants Customer the access rights necessary for use.
6.3 Provider is entitled to partial deliveries if the partial delivery is usable for Customer within the contractual purpose and does not cause Customer significant additional effort.
6.4 If service performance is delayed for reasons not attributable to Provider, particularly due to force majeure or lack of Customer cooperation, deadlines shall be extended accordingly.
Section 7: Usage Rights and Licenses
7.1 Depending on the chosen variant, Provider grants Customer the following usage rights:
- Variant 1: Upon full payment, Customer receives unlimited, perpetual usage rights to the created AI solutions.
- Variant 2: For the duration of the contractual relationship, Customer receives all necessary usage rights for normal execution and use of the project. After service termination, complete project transfer according to Variant 1 is possible for additional costs.
7.2 Usage rights include the right to use the AI solutions as intended within the agreed scope. Transfer to third parties, reproduction, or other use beyond the contractually agreed purpose is not permitted without Provider's express consent.
7.3 Provider remains the owner of all rights to methods, procedures, and technologies developed by Provider and used in creating the AI solutions.
7.4 Third-party software used by Provider (Vapi.ai, retellai.com, make.com, n8n.io, etc.) is subject to the respective license terms of those providers. Customer undertakes to comply with these license terms.
7.5 Customer ensures that it has all necessary rights to content and materials provided by Customer and that their use does not infringe third-party rights.
Section 8: Data Protection and Data Security
8.1 Data Processing: Provider processes Customer's personal data for contract fulfillment. Customer data is stored for service use and deleted 30 days after contract termination, unless legal retention requirements apply.
8.2 Data Security: Provider uses European-hosted servers for data backup. For US customers: Data may be processed on servers located in the United States and Europe. Customer is responsible for compliance with applicable privacy laws (including state privacy laws) regarding data provided and its processing. GDPR-compliant or state privacy law-compliant implementation can be realized for additional costs borne by Customer.
8.3 Third-Party Data Sharing: Customer is advised that during service provision, data is shared with third-party providers (Vapi.ai, retellai.com, make.com, n8n.io, etc.) and processed according to their policies. Provider has no control over data processing by these third-party providers. US customers should review these providers' privacy policies to ensure compliance with applicable state privacy laws.
8.4 Data Processing Agreement: Where Provider processes personal data on behalf of Customer, the parties will enter into a data processing agreement according to applicable privacy laws.
8.5 Customer Obligations: Customer is obligated to inform its users about data processing by the AI solutions and obtain required consents where necessary under applicable federal and state privacy laws.
Section 9: Warranties and Liability
9.1 Warranty: Provider warrants that the created AI solutions will perform the agreed functions. The warranty period is 12 months from delivery or acceptance of services.
9.2 Inspection and Notice: Customer is obligated to promptly inspect the delivered services and report any defects in writing immediately, but no later than 14 days after delivery. Hidden defects must be reported immediately upon discovery.
9.3 Remedy: For justified defect claims, Provider has the right to cure within a reasonable period. Provider may, at its discretion, either remedy the defect or deliver defect-free services.
9.4 Limitation of Liability:
- DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- LIMITATION OF LIABILITY: IN NO EVENT SHALL PROVIDER'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNT PAID BY CUSTOMER TO PROVIDER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
- EXCLUSION OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.
9.5 Third-Party Services: Provider is not liable for outages or disruptions caused by third-party providers (Vapi.ai, retellai.com, make.com, n8n.io, etc.) over which Provider has no control.
9.6 Availability: Provider does not guarantee uninterrupted availability of AI solutions. Maintenance work, force majeure, technical disruptions, or similar events may lead to temporary restrictions or interruptions.
9.7 Data Loss: Liability for data loss is limited to typical restoration costs that would have occurred with regular and risk-appropriate creation of backup copies.
Section 10: Contract Duration and Termination
10.1 Contract duration depends on the chosen variant:
- Variant 1: Contract ends with complete project handover and payment of agreed compensation.
- Variant 2: Contract is concluded for an indefinite term and may be terminated by either party with one month's notice to the end of the month, but not before completion of a minimum term of 12 months.
10.2 Termination for Cause: The right to extraordinary termination for cause remains unaffected. Cause exists particularly when:
- Customer is in default of payment for more than two consecutive billing periods
- Customer fails to fulfill cooperation obligations despite notice and deadline setting
- Bankruptcy proceedings are opened against either party's assets or opening is rejected for lack of assets
10.3 Form: Terminations must be in writing.
10.4 Project Transfer Option: After termination of Variant 2 contract, Customer has the option to take over the project according to Variant 1. Terms for this will be regulated in a separate agreement.
Section 11: Confidentiality
11.1 Confidentiality Obligation: The parties undertake to treat all knowledge of confidential information and trade secrets of the other party obtained during contract negotiation and performance as confidential without time limitation and to use such information only for purposes of performing this contract.
11.2 Definition: Information is considered confidential if marked as such or if its confidentiality results from circumstances, particularly technical, business, and operational information.
11.3 Exceptions: The confidentiality obligation does not apply to information that:
- Is generally accessible to the public
- Becomes publicly known without fault of the receiving party
- Was already known to the receiving party before disclosure
- Is disclosed to the receiving party by a third party without breach of confidentiality obligation
- Must be disclosed due to legal obligations or official or court orders
Section 12: Reference Rights
12.1 Reference Use: Provider is entitled to name Customer as a reference and use Customer's name and logo for such purposes, unless Customer expressly objects in writing.
12.2 General Project Description**: Provider may report in general terms about the type of project without disclosing confidential details.
12.3 Marketing Use: Any further use of Customer's name or logo for advertising purposes requires Customer's prior written consent.
Section 13: Modifications and Amendments
13.1 Change Requests: Modifications or additions to the scope of services during the contract term are possible and will be agreed upon through a change request procedure.
13.2 Written Form: Change requests must be made in writing and contain a precise description of the desired modification.
13.3 Review Process: Provider will review the change request and submit a proposal to Customer for implementing the change, showing the impact on scope of services, timeline, and compensation.
13.4 Effectiveness: Modifications and additions become effective and part of the contract only after written confirmation by both parties.
Section 14: Force Majeure
14.1 Suspension of Performance: Neither party is obligated to fulfill contractual obligations in case of and for the duration of force majeure events.
14.2 Definition of Force Majeure: Force majeure includes particularly the following events:
- War, civil war, and war-like conditions
- Terrorist acts, riots, and revolutions
- Natural disasters
- Epidemics and pandemics
- Labor disputes (strikes, lockouts)
- Embargos and sanctions
- Extended power outages or network disruptions
14.3 Notice and Mitigation: The affected party will promptly notify the other party of the occurrence and cessation of force majeure and make best efforts to remedy the force majeure and minimize its effects.
Section 15: Final Provisions
15.1 Governing Law:
- FOR US CUSTOMERS: These Terms and all legal relationships between Provider and Customer shall be governed by the laws of the State of Delaware without regard to its conflict of laws principles, except that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
- FOR EU CUSTOMERS: These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
15.2 Service Territory: Services are available to customers in the United States, European Union, and other international markets as agreed upon in individual contracts.
15.3 Dispute Resolution:
- FOR ALL CUSTOMERS: Any disputes arising out of or relating to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in English and take place virtually or at a location mutually agreed upon by the parties. Each party waives any right to a jury trial and agrees that the arbitrator's decision shall be final and binding.
- Alternative for EU Customers: EU customers may alternatively choose to resolve disputes in accordance with the laws and courts of Germany if they prefer traditional court proceedings over arbitration.
15.4 Severability: Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions shall not be affected. An alternative provision that comes as close as possible to the purpose intended by the invalid provision shall replace the invalid provision.
15.5 Entire Agreement: No oral side agreements exist. Modifications and amendments to these Terms require written form. This also applies to changes or cancellation of this written form clause.
15.6 Assignment: Customer may transfer rights and obligations under this contract to third parties only with Provider's prior written consent.
15.7 Language:
- FOR US CUSTOMERS: For US customers, the English version of these Terms shall govern. In case of contradictions between different language versions, the English version shall prevail for US customers.
- FOR EU CUSTOMERS: These Terms are originally drafted in German. In case of contradictions between the German and English versions, the German version shall prevail for EU customers.
15.8 Electronic Signatures: These Terms may be executed electronically, and electronic signatures shall have the same force and effect as original signatures.
Last Updated: August 17, 2025