for the provision of services by GM Labs, Georg Malahov, Kurt-Schumacher-Str. 32, 97422 Schweinfurt, Email: info@gm-labs.de (hereinafter "Contractor") to its customers (hereinafter "Client")
1. General Provisions
1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor under inclusion of these GTC.
1.2 The Contractor is entitled to subcontract the required services to subcontractors in its own name and on its own account, who may in turn engage subcontractors. The Contractor remains the sole contractual partner of the Client. Subcontractors will not be engaged if it is apparent to the Contractor that their engagement would conflict with the legitimate interests of the Client.
1.3 Insofar as other contractual documents or other terms and conditions have become part of the contract in text or written form in addition to these GTC, the provisions of these additional contractual documents shall take precedence over the present GTC in case of conflict.
1.4 The Contractor does not recognize any GTC deviating from these terms and conditions that are used by the Client – subject to express consent.
2. Subject Matter and Scope of Services
2.1 As an independent contractor, the Contractor provides the following services to the Client:
Provision of a browser extension for live transcription, automatic summaries, and AI-powered chat functions during online meetings. The service includes access to the software as well as the associated processing of audio and text data through external transcription services.
2.2 The specific scope of services is subject to individual agreements between the Contractor and the Client.
2.3 The Contractor provides the contractual services with the greatest possible care and diligence according to the latest standards, rules, and findings.
2.4 The Contractor is obligated to provide the services owed under the contract. However, in carrying out its activities, it is not subject to any instructions regarding the manner of providing its services, the place of service provision, or the time of service provision. Nevertheless, it will schedule its working days and time allocation on those days in such a way as to achieve optimal efficiency in its activities and in achieving the contract objective. The Contractor's services are provided only in coordination and cooperation with the Client.
3. Client's Cooperation Obligations
It is the Client's responsibility to provide complete and correct information, data, and other content for the purpose of service fulfillment. The Contractor is not responsible in any way for delays and tardiness in service provision caused by late and necessary cooperation or assistance from the Client; the provisions under "Liability/Indemnification" remain unaffected.
4. Remuneration
4.1 Remuneration is agreed upon individually.
4.2 Remuneration is to be paid after the services have been provided. If remuneration is measured by time periods, it is to be paid after the expiration of the individual time periods (§ 614 BGB). In case of effort-based billing, the Contractor is entitled to invoice the services rendered monthly, unless otherwise agreed.
4.3 The Contractor will send the Client an invoice by post or email (e.g., as PDF) after the services have been provided. Payment is due within 14 days of receipt of the invoice.
5. Liability / Indemnification
5.1 The Contractor is fully liable for any legal reason in case of intent or gross negligence, in case of intentional or negligent injury to life, body, or health, on the basis of a guarantee promise unless otherwise regulated in this regard, or on the basis of mandatory liability. If the Contractor negligently breaches an essential contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless unlimited liability applies according to the preceding sentence. Essential contractual obligations are obligations that the contract imposes on the Contractor according to its content to achieve the purpose of the contract, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the Client may regularly rely. Otherwise, the Contractor's liability is excluded. The above liability provisions also apply with regard to the Contractor's liability for its vicarious agents and legal representatives.
5.2 The Client shall indemnify the Contractor against any claims by third parties that are asserted against the Contractor due to the Client's violations of these contractual terms or applicable law.
6. Contract Duration and Termination
6.1 The contract duration and the notice periods for ordinary termination are agreed upon individually by the parties.
6.2 The right of both parties to terminate without notice for good cause remains unaffected.
6.3 The Contractor must return or destroy all documents and other content provided to it after the end of the contract, at the Client's choice, without delay. The assertion of a right of retention thereon is excluded. Electronic data must be completely deleted. Excluded are documents and data for which a longer statutory retention period exists, but only until the end of the respective retention period. Upon the Client's request, the Contractor must confirm the deletion in writing.
7. Confidentiality and Data Protection
7.1 The Contractor will treat all matters that come to its knowledge in connection with the contract strictly confidentially. The Contractor undertakes to impose the confidentiality obligation on all employees and/or third parties who have access to the contract-related information. The confidentiality obligation applies indefinitely beyond the duration of this contract.
7.2 The Contractor undertakes to comply with all data protection regulations – in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act – in the execution of the contract.
8. Final Provisions
8.1 The law of the Federal Republic of Germany applies, excluding the CISG.
8.2 Should any provision of these GTC be or become invalid, this shall not affect the validity of the GTC as a whole.
8.3 The Client will support the Contractor in providing its contractual services through appropriate cooperation, as required. In particular, the Client will provide the Contractor with the information and data necessary for the fulfillment of the contract.
8.4 If the Client is a merchant, a legal entity under public law, or a special fund under public law, or if the Client has no general place of jurisdiction in Germany, the parties agree on the Contractor's registered office as the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.
8.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business or corporate strategy) and subject to a reasonable notice period. Existing customers will be notified of this by email no later than two weeks before the amendments take effect. If the existing customer does not object within the period set in the amendment notification, their consent to the amendment shall be deemed granted. If they object, the amendments will not take effect; the Contractor is entitled in this case to terminate the contract extraordinarily at the time the amendments would take effect. The notification of the intended amendment of these GTC will refer to the deadline and the consequences of objection or its absence.
9. Information on Online Dispute Resolution / Consumer Arbitration
The EU Commission provides a platform for online dispute resolution on the Internet at the following link: https://ec.europa.eu/consumers/odr
This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts in which a consumer is involved. The provider is neither willing nor obliged to participate in a consumer dispute resolution procedure under the VSBG.
Our email address can be found in the header of these GTC.