General Terms and Conditions — PrivateLLM

§ 1 Scope and provider

(1) The provider is Digital Maker GmbH, Taunusanlage 8, 60329 Frankfurt am Main, Germany, registered in the commercial register of the Local Court of Frankfurt am Main under HRB 113628, represented by its managing director Gurdip Mudhar ("Digital Maker").

(2) These terms apply to all contracts for the "PrivateLLM" product in its tiers (Starter, Business, Enterprise), to any ordering of hardware in the customer's name, and to the optional "Care & Operations" add-on.

(3) Deviating, conflicting or supplementary terms of the customer do not become part of the contract unless Digital Maker expressly agrees to them in text form.

§ 2 Business customers only

(1) The offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Contracts with consumers are excluded.

(2) By placing an order the customer confirms acting as an entrepreneur. Digital Maker may request suitable evidence (e.g. VAT identification number, commercial register extract).

§ 3 Subject matter and applicable contract law

(1) The subject matter is the setup of a locally operated language model on a machine provided by the customer, optionally the ordering of that machine in the customer's name, and optionally the ongoing care of the system.

(2) This is a mixed contract. Contract-for-work law applies to the setup, service-contract law to the "Care & Operations" add-on, and the rules on agency and mandate to any ordering of hardware in the customer's name. No contract of sale for hardware comes into existence between Digital Maker and the customer.

(3) The system is expressly delivered for purely local operation without any connection to external AI services. A cloud connection is not owed and is established only where the customer expressly commissions it in text form.

§ 4 Quotation and conclusion of contract

(1) The presentation on the website is not a binding offer. Following an initial conversation Digital Maker prepares an individual quotation; the contract is concluded upon its acceptance in text form.

(2) The price stated for Digital Maker's services (setup, model selection, integration, compliance dossier, training) is a fixed price. It is independent of price movements in the hardware market because Digital Maker does not sell hardware.

(3) The contract language is German. The customer receives the essential contract data with the order confirmation.

§ 5 Hardware: procurement by the customer

(1) Digital Maker does not sell hardware. The customer procures the machine required for operation and becomes its owner. A contract of sale for the hardware comes into existence exclusively between the customer and the respective dealer or manufacturer.

(2) On request Digital Maker places the order in the customer's name and for the customer's account against the procurement fee stated in the quotation. The customer grants authority for this in text form. Invoicing and delivery go directly to the customer; Digital Maker does not act as seller.

(3) Claims based on defects as well as guarantee and return rights regarding the hardware exist exclusively against the dealer or manufacturer. Digital Maker is not liable for the condition, delivery time or availability of the hardware, but assists the customer in processing guarantee claims.

(4) The customer bears the risk of delivery delays. Agreed periods for the setup begin only once the hardware is available and operational.

§ 6 Specification and suitability of the hardware

(1) Before procurement Digital Maker provides a minimum specification in text form. It is based on the intended purposes, user numbers and data volumes stated by the customer.

(2) Before purchasing, the customer checks whether the configuration it has chosen matches the specification and confirms this. If the hardware procured deviates from the specification, Digital Maker may charge the additional effort on a time basis; where the agreed service cannot be provided on the deviating hardware, the obligation to perform lapses to that extent.

(3) If the intended purposes, user numbers or data volumes stated by the customer change after the specification has been issued, a fresh assessment is required. There is no entitlement to hardware already procured being sufficient for a purpose changed later.

(4) Digital Maker does not owe any particular processing speed, any particular number of characters processed per unit of time, or any particular benchmark results, unless expressly warranted in writing.

§ 7 Scope of the setup

(1) The scope follows from the description of the chosen tier in the quotation, in particular regarding number of users, number of connected shares and extent of training.

(2) Digital Maker selects an open language model suited to the purpose and hardware, installs and tunes it, sets up an interface reachable on the customer's network with user accounts, and hands over a compliance dossier (system description, data-flow diagram, intended purpose, logging concept).

(3) No particular model is committed to in advance. What is decisive is the open model best suited at the time of setup in Digital Maker's professional judgement. The customer may request a preference (for example for European models) where technically possible.

(4) Services not expressly included in the quotation are not owed, in particular integration of further systems, fine-tuning on customer data, migration of legacy content and ongoing editorial maintenance of the knowledge base.

§ 8 Open language models and third-party licences

(1) The language models installed and the operating and interface software used originate from third parties and are subject to their respective licence terms. Digital Maker neither acquires nor transfers any rights beyond these.

(2) Digital Maker selects models such that their licence terms cover the customer's intended purpose as recorded in the quotation, and informs the customer of the applicable licences. Compliance with those licence terms in ongoing operation is the customer's responsibility.

(3) If a model's licence terms change subsequently or a model is withdrawn by its provider, this does not in principle affect the usability of the version already installed. A claim to a successor model exists only under an active "Care & Operations" contract.

§ 9 No warranty for the accuracy of AI output

(1) Language models generate output on a statistical basis. It can be factually wrong, incomplete, outdated or misleading, even where it reads convincingly. Digital Maker gives no warranty as to the accuracy, completeness or suitability of the output produced by the system.

(2) The system's output is no substitute for legal, tax, medical or other expert advice. The customer must have it reviewed by qualified personnel before any external use. This applies in particular in professions with their own duties of care.

(3) The customer decides on its own responsibility which tasks the system is used for and establishes suitable internal controls for that purpose.

§ 10 Customer cooperation

(1) The customer names a responsible contact, provides the network access required for setup and ensures that the shares intended for the knowledge base are available on the agreed date.

(2) The customer ensures that it is entitled to process the content it contributes, in particular with regard to copyright, third-party trade secrets and personal data.

(3) If cooperation is delayed, agreed periods are extended accordingly. Additional effort arising for Digital Maker from omitted or late cooperation is charged on a time basis.

§ 11 Acceptance of the setup

(1) On completion of the setup Digital Maker hands the system over for acceptance. The customer declares acceptance in text form provided there are no material defects.

(2) If the customer does not accept despite a request and a reasonable grace period of at least 14 calendar days, without naming material defects, the work is deemed accepted. The same applies where the customer uses the system productively.

(3) Immaterial defects do not entitle the customer to refuse acceptance; they are remedied as part of subsequent performance.

§ 12 Care & Operations (optional)

(1) The "Care & Operations" add-on comprises the services described in the quotation, in particular model and security updates, monitoring of load and storage, backup of the configuration and support during normal business hours.

(2) The package is billed monthly in advance and may be terminated by either party with one month's notice to the end of a month.

(3) A model change is carried out where an available open model represents a noticeable improvement for the customer's purpose in Digital Maker's professional judgement. There is no entitlement to a change at particular intervals.

(4) Without a care contract Digital Maker hands over documentation for self-maintenance. Digital Maker accepts no liability for the consequences of omitted maintenance.

§ 13 Remote access and data protection

(1) Remote access to the system may be required for setup and care. It takes place only by prior arrangement, over secured connections, and is logged. The customer may disable access at any time.

(2) Where Digital Maker may thereby gain access to the customer's personal data, the parties conclude a data processing agreement under Art. 28 GDPR before work begins. Without such an agreement there is no remote access to productive data.

(3) In intended, purely local operation Digital Maker does not process any customer content. No inputs or outputs are transmitted to Digital Maker or to third parties.

§ 14 Roles under the AI Act; no legal advice

(1) The customer operates the system on its own responsibility and is therefore a deployer within the meaning of Regulation (EU) 2024/1689 (AI Act). The resulting obligations lie with the customer.

(2) The compliance dossier handed over by Digital Maker is professional support in meeting those obligations and expressly not legal advice. Digital Maker owes no legal assessment of the specific intended use and no assurance that a particular use is permissible.

(3) Digital Maker recommends having the dossier and the planned use reviewed by a lawyer or other qualified adviser. This applies in particular where the system is to be used in an area the AI Act classifies as high-risk.

§ 15 Prices and payment

(1) All prices are exclusive of applicable statutory VAT.

(2) Unless agreed otherwise in the quotation, 50% of the fixed price is due on conclusion of contract and the remaining 50% on acceptance. Any procurement fee falls due when the order is placed. The customer pays for the hardware itself directly to the dealer.

(3) Invoices are payable without deduction within 14 calendar days of receipt. The customer receives a proper invoice.

§ 16 Liability

(1) Digital Maker is liable without limitation for intent and gross negligence and for damage resulting from injury to life, body or health.

(2) In cases of simple negligence Digital Maker is liable only for breach of essential contractual obligations, limited to the foreseeable damage typical for the contract and capped at the remuneration paid by the customer for the order concerned. Liability under the German Product Liability Act remains unaffected.

(3) Digital Maker is not liable for data loss to the extent it would have been avoidable through proper, state-of-the-art data backup by the customer. The customer remains responsible for backing up its own data.

(4) Digital Maker is not liable for damage arising from the customer using system output without review (§ 9).

§ 17 Reference

(1) After acceptance Digital Maker may name the customer as a reference unless the customer objects in text form. Details of the customer's intended use, configuration or content are not published.

§ 18 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Frankfurt am Main, provided the customer is a merchant, a legal person under public law or a special fund under public law, or has no general place of jurisdiction in Germany.

(3) These terms exist in German, English and Italian. In the event of discrepancies, the German version alone prevails.

(4) Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected.