General Terms and Conditions (AGB) of Outcapped GmbH
Please note that only the German version of the terms and conditions is binding. This translation is only for informational purposes and ease of use.
Outcapped GmbH
Herderstr. 70
50931 Köln
Germany
operations@outcapped.com
§ 1 Contracting Parties, Scope
1. Outcapped GmbH (hereinafter “Outcapped”) provides consulting services in the areas of science, (clinical) studies, product and project management, business formation and management, as well as software development and the creation and distribution of digital content, and offers these services to its customers.
2. The following General Terms and Conditions (hereinafter “GTC”) apply to all contracts between Outcapped and its customers who wish to use Outcapped’ services in the capacity of entrepreneurs. These GTC do not apply to consumers.
3. These GTC apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that Outcapped has expressly agreed to their applicability.
§ 2 Subject Matter of the Contract, Conclusion of the Contract
1. Outcapped offers the customer services in the areas listed in § 1(1). Unless explicitly agreed otherwise, the services offered by Outcapped are consultancy or other similar services (e.g. expert assessments, development of strategies in various areas) and do not in any way constitute binding compliance advice or replace medical treatments and/or diagnoses.
2. Outcapped provides the customer with a specific offer detailing the services to be rendered. The contract is formed when the customer accepts the individual offer from Outcapped (hereinafter “Individual Order”).
3. The specific content of the contract is determined by the Individual Order.
§ 3 Performance of Services
1. Outcapped provides both one-off and ongoing services.
2. Outcapped performs its consulting or other services in accordance with the current state of science and technology, employing its existing and newly acquired exploitable knowledge and experience during the processing period, and with qualified personnel.
3. Outcapped is obligated to properly and carefully perform its consulting or other services in accordance with the requirements stated in paragraph 2.
4. Outcapped is entitled to delegate performance of the services to employees, subcontractors, or so-called freelancers. As regards the customer, Outcapped remains solely obligated to deliver the services. Apart from that, the agreed services shall be provided by Outcapped itself.
5. The specific manner in which the services are rendered is determined by the Individual Order. Should additional services become necessary that are not covered by the Individual Order, such services shall be invoiced in accordance with Outcapped’ current price list.
6. We may use automated/generative AI systems to deliver services—including our own systems, contracted third-party AI services, and client-provided systems/instances.
7. Unless an Order says otherwise, we choose suitable tools/AI systems at our discretion, subject to law and contract.
8. Client provides access, data, files, environments, and permissions needed for agreed tool/AI use.
§ 4 Schedule
1. The schedule is defined individually in the offer.
2. If the intended schedule cannot be met, Outcapped shall inform the customer immediately. Outcapped shall propose adjustments to the schedule to reach a mutually agreed extension.
3. Agreed schedules do not constitute fixed dates. They shall be extended appropriately if the delay is not attributable to Outcapped but caused, in particular, by third parties or the customer (for example, delays due to late performance of cooperation obligations).
§ 5 Change Request
1. A contract amendment is any change to the existing contract, including any amendments and supplements, especially changes to the agreed scope of services and the associated remuneration.
2. Each contracting party is entitled to propose contract amendments to the other party. Such proposals (“Change Requests”) shall be made in writing, specifying in detail which contractual elements are to be changed (e.g., scope of services, remuneration, and modified schedule).
3. The recipient of a duly submitted Change Request must either accept or reject it in writing within ten working days of receipt, or propose changes in the form of a Change Request and submit the matter for further negotiation.
4. If an agreement on the Change Request is reached, the contract shall continue under the amended terms. If no agreement is reached, the previous terms remain in force.
§ 6 Remuneration and Payment Terms
1. The specific remuneration is determined by the Individual Order.
2. All prices are exclusive of the applicable statutory VAT. If the recipient of the service is located in the Federal Republic of Germany, VAT shall be shown separately on the invoice. If the recipient of the service is located outside the Federal Republic of Germany, VAT shall not be shown on the invoice.
3. The customer is entitled to assert rights of retention against Outcapped’s payment claim only if such rights arise under § 320 BGB or otherwise result from the same contractual relationship. No other rights of retention shall be granted to the customer.
4. The customer is entitled to offset against Outcapped’s payment claim only with an undisputed claim or a claim that has been established by a final court judgment. Furthermore, the customer is entitled to offset with a claim that results from Outcapped’s failure to fulfill its obligations properly, provided such obligations are linked to the payment claim to be offset in a service-for-service relationship. Otherwise, set-off is excluded.
§ 7 Existing Intellectual Property Rights
1. If, in the course of its consulting or other services, Outcapped uses existing intellectual property (protected or unprotected), in particular inventions and the patents applied for or granted in connection with them (“Existing Rights”), Outcapped shall remain the owner of these Existing Rights.
2. Unless otherwise agreed in the offer, the customer shall receive a non-exclusive, fee-based right to use the Existing Rights that Outcapped has employed in the course of its consulting or other services, insofar as these are necessary for implementing the development project and/or exploiting the results of the development project.
§ 8 Rights to Work Results
1. Outcapped shall provide the customer, at the dates specified in the schedule, with all results arising from the consulting activity or other services, in particular documents, test results, presentations, as well as inventions, other industrial property rights, and know-how (“Work Results”).
2. Unless otherwise specified in the offer, the customer shall be granted a simple (non-exclusive), sublicensable, unlimited right of use (in terms of time, territory, and scope) to the Work Results.
§ 9 Third-Party Rights
1. If Outcapped becomes aware of third-party rights that conflict with the exploitation of the Work Results, Outcapped shall inform the customer without delay. Outcapped is only obligated to actively search for relevant third-party rights if such a search has been expressly and in writing commissioned.
2. Outcapped shall only be liable for the infringement of third-party rights if this infringement is based on services rendered by Outcapped, the customer uses the Work Results in accordance with the purpose defined in the offer, the customer is not responsible for the infringement, and the customer notifies Outcapped in writing without delay of any claims asserted by the third party.
3. In the event of a culpable infringement of third-party rights, both contracting parties have the right to terminate the contract without notice.
4. The contracting parties shall inform each other without delay of any third-party claims asserted. The customer shall not acknowledge any alleged infringement of property rights and shall leave any dispute, including any out-of-court settlements, to Outcapped or conduct them only in agreement with Outcapped. Outcapped shall reimburse the customer for necessary defense costs and other damages, provided Outcapped has requested to conduct the defense itself but, for legal reasons, the customer must retain suitable defensive measures and settlement negotiations.
§ 10 Obligations of the Customer
1. The customer shall be obligated to provide reasonable support to Outcapped in the performance of the contractual services. Outcapped shall inform the customer in a timely manner of which acts of cooperation the customer must perform and by what date in order to ensure timely service provision.
2. This includes, in particular:
• Making all documents, information, and data necessary for the agreed service available
• Appointing a contact person with decision-making authority and a deputy
• Informing Outcapped of relevant project changes or developments in a timely manner
• Ensuring the availability of the necessary employees for project work
• Reviewing and approving intermediate results in a timely manner
• In the case of on-site services, providing the necessary working conditions and access
3. If the customer fails to fulfill its cooperation obligations on time, the schedule shall be extended appropriately.
4. Client warrants it has all rights to process data in AI systems and won’t infringe third-party rights.
5. No unlawful content/malware; no use that violates law, regulations, contracts, or third-party terms.
6. Where we’re a processor, client issues clear, documented, timely instructions; we may reject unclear ones.
§ 11 Warranty and Liability
1. Unless otherwise expressly agreed, the statutory warranty rights apply.
2. Outcapped shall be fully liable in cases of willful misconduct, gross negligence, and culpable injury to life, body, or health.
3. Apart from the above cases of unlimited liability, Outcapped shall be liable for slight negligence only in the event of a breach of material contractual obligations (i.e. obligations whose fulfillment is essential for the proper execution of the contract, or whose breach jeopardizes the attainment of the purpose of the contract, and on whose compliance the other party regularly relies), and this liability shall be limited to the foreseeable, typical damage at the time the contract was concluded.
4. The above limitations of liability shall not apply to liability under the Product Liability Act.
5. This liability provision shall also apply for the benefit of Outcapped’s employees, representatives, bodies, vicarious agents, and data processors.
6. No warranty that AI outputs are error-free, unbiased, or rights-clear. Client is responsible for review, suitability, and lawful use.
7. For third-party AI, liability follows §11 and only where we’re at fault; aside from mandated exceptions, slight-negligence liability is excluded.
8. Existing liability limits apply to any AI-related damages.
§ 12 Contract Duration and Termination
1. Contracts are generally not limited in duration. Both parties may terminate the contract at any time at the end of the following month with one month’s notice. Unless otherwise agreed, contracts shall be automatically renewed if they are not terminated in due time.
2. The right to terminate without notice for good cause remains unaffected. Good cause shall be deemed to exist for Outcapped in particular if the contracting party:
• In contracts with an agreed minimum term or those concluded for a fixed term, is in default of payment of fees in an amount equal to one month’s fee
• In contracts concluded for an indefinite period, is in default of payment for more than 20 calendar days
• Violates applicable laws in an evident manner through the use of the respective service
• Continues, despite a warning (provided that modifying the use of the service is reasonable), to use the service in a manner that does not meet the requirements set out in these GTC within a reasonable period
• Culpably or negligently breaches the contractual conditions
In these cases, all rights of the customer to use the service shall expire.
3. Terminations must be made in writing to be effective (email is sufficient).
§ 13 Limitation Period
1. The customer’s claims in connection with consulting or other services based on breach of duty or tort shall become statute-barred within twelve months from the start of the statutory limitation period. This does not apply if § 438(1) No. 2 or § 634a(1) No. 2 BGB prescribes longer periods, if Outcapped is liable for willful intent or gross negligence, if it has acted fraudulently, or if it is obliged to pay damages for injury to life, body, or health; in such cases, the statutory provisions apply.
2. Negotiations between the contracting parties regarding claims or the circumstances giving rise to such claims do not suspend the limitation period.
§ 14 Data Security, Data Protection
1. Outcapped shall comply with the applicable data protection regulations, in particular those valid in Germany, and shall oblige its employees involved in the contract and its execution to maintain data confidentiality unless they are already generally obliged to do so.
2. If Outcapped collects, processes, or uses personal data, Outcapped shall ensure that it is entitled to do so under the applicable (in particular data protection) regulations.
3. Outcapped shall only collect and use customer-related data to the extent necessary for the performance of this contract. The customer consents to the collection and use of such data to this extent.
4. Outcapped is entitled to pass on necessary data to third parties if it commissions them to perform work related to the customer order.
5. Reference is otherwise made to Outcapped’s Privacy Policy.
§ 14a Use of AI Systems and Data Processing
1. “Client Data” = all client-provided or project-collected info/files (including personal data).
2. We may upload, transmit, and process Client Data in our AI systems, client instances, and third-party AI services to perform the contract (analysis, automation, QA, troubleshooting, scaling, documentation) based on GDPR Art. 6(1)(b) and, where relevant, Art. 6(1)(f). If consent is required (incl. Art. 49), the client obtains and documents it.
3. If we act as processor, a GDPR Art. 28 DPA is signed in advance. Absent a DPA and where lawful, we act as (potential/joint) controller; details appear in the Privacy Policy.
4. Some AI vendors may process outside the EEA. We implement appropriate safeguards (e.g., EU SCCs, plus supplementary measures). Where Art. 49 applies, we give risk notice and secure necessary consents in advance.
5. No training on identifiable Client Data by us or vendors unless (i) strictly necessary and data are effectively anonymized, or (ii) the client gives prior written consent. We may use anonymized/aggregated data for improvement.
6. All engaged third parties are bound to confidentiality at least equivalent to §15.
7. No special-category data (Art. 9), payment card PAN, government IDs, third-party trade secrets, or otherwise regulated data unless expressly agreed in writing and lawfully justified (incl. explicit consent where required).
8. We maintain an up-to-date list of AI subprocessors (available on request or in the Privacy Policy) and notify of material changes. Client may object for good cause within 14 days; both sides seek a workable solution.
9. AI outputs are drafts/recommendations unless the Order says otherwise. Client must review/approve before use.
10. We retain Client Data in AI systems only as needed for contract performance or legal duties. On written request, we delete/return data unless retention duties apply and to the extent technically possible with third-party AI; otherwise we explain remaining limits.
11. No promise of uninterrupted third-party AI service; liability only where we are at fault (intent/gross negligence).
12. Rights in deliverables are governed by §8 (work results); rights in pre-existing materials remain with their respective holders pursuant to §7.
§ 15 Confidentiality, Publications
1. Confidential information includes information expressly designated as confidential by the providing party and such information whose confidentiality is evident from the circumstances. This particularly includes the prices and offer data provided by Outcapped to the customer. Such information must not be published. Information is not deemed confidential if the receiving party proves that
• it was known or publicly available to them prior to the date of receipt,
• it was generally known or publicly available prior to the date of receipt,
• it became generally known or publicly available after the date of receipt, without the receiving party being responsible for this.
2. The contracting parties shall maintain confidentiality regarding all confidential information that becomes known to them under this contractual relationship and shall not disclose such information to third parties for any purpose whatsoever—unless there is prior written consent from the other contracting party.
3. The obligations under paragraph 2 shall continue to apply for an indefinite period beyond the end of the contract, for as long as no exceptional circumstances under paragraph 1 have been demonstrated.
4. Confidentiality obligations expressly extend to processing via contracted AI services.
§ 16 Force Majeure
1. Neither contracting party is obligated to perform its contractual obligations in the event and for the duration of force majeure. The following circumstances in particular are deemed to constitute force majeure in this sense:
• Fire/explosion/floods not attributable to the contracting party
• War, mutiny, blockade, embargo, pandemic
• Labor disputes lasting more than six weeks and not brought about by a culpable act of the contracting party
2. Each contracting party shall notify the other in text form without delay of the occurrence of force majeure.
§ 17 Miscellaneous
1. The customer shall handle statutory or regulatory procedures in connection with cross-border deliveries or services on its own responsibility, unless expressly agreed otherwise.
2. The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is the registered office of Outcapped GmbH.
3. These GTC shall be governed exclusively by German law, to the exclusion of the rules of Private International Law and the UN Convention on Contracts for the International Sale of Goods (CISG).
4. The conclusion of the contract as well as any subsequent amendments or supplements must be in writing to be valid. This also applies to any modification of this clause. No verbal side agreements have been made.
5. Should one or more provisions of these General Terms and Conditions for consulting or other services be or become invalid, the validity of the remaining provisions shall not be affected.