Torsten Arnold Unternehmensberatung (hereinafter "ServiceHyve")

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Torsten Arnold Unternehmensberatung

Ackerstraße 202

40235 Dusseldorf

GERMANY

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Represented by

Torsten Arnold

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As of

August 2026

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§ 1 Scope of Application & Contracting Parties

1. These General Terms and Conditions (GTC) apply to all contracts, offers, software subscriptions (SaaS), and services between Torsten Arnold Unternehmensberatung (Torsten Arnold Management Consulting) / ServiceHyve, Ackerstraße 202, 40235 Düsseldorf (hereinafter "ServiceHyve") and its clients (hereinafter "Customer").
2. This offer is intended exclusively for entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law (B2B).
3. Any deviating, conflicting, or supplementary terms and conditions of the client shall only become part of the contract if ServiceHyve has expressly agreed to their validity in writing.

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§ 2 Subject Matter of the Contract & Scope of Services

1. ServiceHyve provides the client with an AI-powered "Company Service Portal" as a central platform for process orchestration and grants access to specific "Agentic Apps" (autonomous and semi-autonomous AI agents and copilots, such as Sales Agent, Project Management Office (PMO) Agent, Predictive Maintenance Copilot etc.).
2. Additionally, ServiceHyve provides consulting, setup, and managed services to integrate these Agentic Apps into the client's operational workflows.
3. The specific scope of services, the provided Agentic Apps, AI runtimes, freelancer credits, and the remuneration are defined in the respective individual offer, the selected subscription plan, or the order confirmation.
4. Human-in-the-loop approach: To ensure quality, ServiceHyve employs a hybrid model consisting of AI agents and human oversight provided by our own staff, qualified freelancers ("Extended Workforce"), or authorized client personnel.
5. Unless explicitly designated as a contract for work or a guarantee has been agreed upon, the on-site or managed services provided by ServiceHyve are services within the meaning of §§ 611 et seq. of the German Civil Code (BGB).

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Section 3 Software provision (SaaS) & availability

1. For the duration of the contract, ServiceHyve grants the customer a non-exclusive, non-transferable right to use the Company Service Portal and the agreed-upon agentic apps via the internet (SaaS), limited to the contract term.
2. ServiceHyve aims for an average annual platform availability of 99%. This excludes scheduled maintenance and outages beyond ServiceHyve's control (e.g., third-party API disruptions, cloud provider outages, LLM provider outages, or force majeure).
3. ServiceHyve is entitled to continuously develop the platform and agentic apps, optimize prompts, and adjust features, provided that the essential core functions remain available to the customer.

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Section 4 Customer obligations & interfaces

1. The customer shall provide ServiceHyve with all information, system access (e.g., APIs, CRM, ERP, or maintenance systems), and knowledge bases required for setting up the agentic apps in a timely manner and free of charge.
2. Account & system access: If the customer provides access to third-party systems or employee profiles (e.g., LinkedIn profiles for the Sales Agent), the customer guarantees that all necessary data protection and operational consents have been obtained.
3. The customer agrees to keep access credentials for the Company Service Portal confidential and to protect them from unauthorized third-party access.
4. The customer is responsible for ensuring that the data fed into the portal or the agentic apps does not violate applicable law or the rights of third parties.

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Section 5 Special provisions for the use of AI agents & copilots

1. How Agentic Apps work: AI agents (such as the Sales Agent or the Predictive Maintenance Copilot) operate on the basis of algorithms, data analysis, and generative language models. Despite careful prompt architecture, test runs, and quality controls ("human-in-the-loop"), AI agents may generate inaccurate or erroneous suggestions, evaluations, or message drafts ("hallucinations").
2. Approval & Verification Obligation: The customer is obligated to verify or have verified critical outputs generated by the Agentic Apps (e.g., automated messages, maintenance recommendations from the Predictive Maintenance Copilots, financial or PMO reports) for plausibility, content accuracy, and legal compliance before their operational implementation, publication, or release.

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§ 6 Use of the Extended Workforce (Freelancers)

1. Freelancer credits included in plans or booked additionally are used for quality control of the Agentic Apps, task processing, and process support.
2. Unused monthly freelancer hour quotas expire at the end of the respective billing month, unless a carry-over has been expressly agreed upon in the individual offer.
3. Additional hours for the Extended Workforce will be billed according to the hourly rates specified in the offer.

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§ 7 Remuneration, Payment Terms & Default

1. The prices agreed upon in the respective contract or offer apply. All prices are in euros plus statutory value-added tax.
2. Subscription Fees: Recurring plan fees for the Company Service Portal and the Agentic Apps are due in advance at the beginning of each billing period (monthly/annually).
3. Project & Setup Services: Unless otherwise agreed, the payment terms for one-off projects are: 50% upon order placement (before project start) and 50% upon project completion, with a payment term of 14 days.
4. If the customer is in default of payment, ServiceHyve is entitled, after prior notice, to temporarily suspend access to the portal or the execution of the Agentic Apps until full payment is received.

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§ 8 Intellectual Property, Data Ownership & Export

1. Customer Data & Workflows: All data entered by the customer, CRM exports, maintenance logs, knowledge bases, and specific process data remain the exclusive property of the customer ("Your project. Your data.").
2. Upon contract termination, ServiceHyve will provide the customer with the generated data in a standard export format (e.g., CSV, Markdown, JSON) upon request.
3. Platform & Agent Technology: All rights to the Company Service Portal, the underlying Agentic Apps, no-code workflows, prompt architectures, and trademarks remain with ServiceHyve.

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§ 9 Liability & Third-Party Systems

1. ServiceHyve is liable without limitation for damages resulting from injury to life, body, or health, as well as for damages based on intent or gross negligence.
2. In the event of a slightly negligent breach of a material contractual obligation (cardinal obligation), ServiceHyve's liability is limited to the foreseeable, contract-typical damage. Otherwise, liability for slight negligence is excluded.
3. Third-Party Platforms & Interfaces: ServiceHyve has no control over the terms and conditions, algorithms, or technical interfaces of external platforms (e.g., LinkedIn, Datev, Salesforce, maintenance software, SAP solutions). ServiceHyve is not liable for disruptions caused by unannounced changes or blocks by these third-party providers, provided that ServiceHyve has adhered to industry-standard security practices.

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§ 10 Data Protection & Data Security

1. ServiceHyve processes personal data in compliance with the GDPR.
2. To the extent that ServiceHyve processes personal data on behalf of the customer in connection with the provision of the portal or Agentic Apps, the parties shall enter into a separate Data Processing Agreement (DPA) in accordance with Art. 28 GDPR.

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§ 11 Contract Term & Termination

1. The contract term is determined by the selected plan or the terms specified in the individual offer.
2. Unless otherwise agreed, monthly subscriptions automatically renew for an additional month unless cancelled with 14 days' notice prior to the end of the current billing month.
3. The right to terminate for cause remains unaffected. Terminations must be made in text form.

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§ 12 Final Provisions

1. The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods.
2. The place of performance and exclusive place of jurisdiction is the registered office of ServiceHyve (Düsseldorf), Germany.
3. Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions.

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