Herrnfeldstraße 9, 84036 Kumhausen, Germany — for use vis-à-vis entrepreneurs (§ 14 BGB, the German Civil Code)

1. General provisions and scope

1. These General Terms and Conditions (hereinafter the “Terms”) apply exclusively vis-à-vis entrepreneurs within the meaning of § 14 BGB (Bürgerliches Gesetzbuch, the German Civil Code). They apply to all present and future business relationships between 1.ki — proprietor Christian BAECKER (hereinafter “1.ki”) and the client.
2. Any conflicting or deviating terms and conditions of the client are not recognised unless 1.ki has expressly consented to their application in writing.
3. Individually negotiated agreements take precedence over these Terms and must be made in writing; this also applies to any waiver of the written form requirement.
4. 1.ki provides services in the fields of management consulting, digital transformation, AI strategy, information technology and interim management. The precise scope of services follows from the respective offer or engagement.
5. Unless stated otherwise, offers made by 1.ki are valid for 30 days. The engagement is concluded upon written acceptance of an offer (hereinafter the “Engagement”).

2. Services

1. As service-type work (Dienstleistungen), 1.ki provides in particular:
   • Strategy and transformation consulting, in particular on AI and digital transformation
   • Interim management (including as interim CTO, COO, CDO or a comparable leadership role)
   • Project steering, coordination, evaluation and change management
   • Implementation support, configuration and training
   • Preparation of concepts, functional specifications and strategic planning documents
2. The client decides on the implementation of the consulting results and is solely responsible for the results achieved with the aid of the consultancy.
3. The services of 1.ki are services within the meaning of § 611 BGB. What is owed is careful and professional performance, not a particular result. This also applies where documents are produced in the course of performance, such as concepts, reports, documentation, analyses or specifications, and irrespective of whether remuneration is agreed on a time and materials basis or as a fixed price.
4. A work-type deliverable within the meaning of § 631 BGB is only rendered where the contracting parties expressly designate it as such in the Engagement and describe therein the result owed and the acceptance criteria. Absent such an express agreement, no work-type deliverable exists. An agreed fixed price does not in itself create a work-type deliverable.
5. 1.ki renders the services as an independent contractor, free from instructions and on its own responsibility as to the manner of performance. 1.ki is not integrated into the client's organisation and is not subject to instructions as to working time, place of work or the manner of carrying out the work. 1.ki determines the time and place of its activity itself, insofar as the subject matter of the Engagement permits. Technical requirements relating to the subject matter of the Engagement and agreed deadlines remain unaffected. 1.ki is entitled to work for other clients at the same time and owes no particular availability beyond the services agreed in the Engagement.
6. 1.ki is entitled to engage suitable third parties (subcontractors) to render parts of the services. Further details are set out in clause 11.

3. Duties of the client to cooperate

1. The client shall ensure that all acts of cooperation required for the delivery of the services are performed in good time and free of charge.
2. The client's duties to cooperate include in particular:
   • informing 1.ki of all relevant processes and circumstances;
   • making competent contact persons and responsible decision-makers available;
   • carrying out coordination work in good time and taking binding decisions;
   • providing working space, IT systems and infrastructure as required;
   • providing the necessary data, documents and information in good time and in full;
   • granting access to the required premises at all times.
3. The client shall designate a responsible person authorised to provide binding information and take decisions, and a deputy with equal authority for periods of absence. Both are designated in text form at the start of the Engagement. The client shall notify any changes without undue delay. If during an absence neither the responsible person nor the deputy is reachable, any resulting delays and additional effort are borne by the client.
4. The client is responsible for compliance with the licensing provisions of all software products procured by it.
5. Delays and additional effort caused by defective or omitted cooperation are borne by the client and may be invoiced separately at the day rate applicable at the time.
6. For engagements with a term of more than three months, a monthly capacity in person-days may be agreed in the Engagement. Remuneration is based on the person-days actually delivered. Periods of absence of 1.ki are not remunerated and reduce the agreed capacity of the month concerned. 1.ki gives at least four weeks' notice of planned absences exceeding three consecutive days. There is no obligation to make up capacity not called off.

4. Remuneration

1. 1.ki invoices its services on a time and materials basis at an agreed day or hourly rate. Deviating remuneration models (e.g. fixed price, retainer) may be agreed in the Engagement.
2. One person-day corresponds to 8 hours of service delivery. Any indication of weeks or months is a guide value and does not constitute a guarantee as to effort.
3. The time actually spent is documented in a service record which 1.ki submits to the client in text form monthly, or on completion in the case of shorter engagements. The client countersigns the service record or objects to it within 14 days of receipt in text form, stating the items objected to. If no objection is raised within this period, the effort shown is deemed acknowledged. 1.ki expressly points out this period and this consequence when submitting the record. The acknowledgement relates solely to the extent of the effort. The client's rights in respect of defects remain unaffected.
4. All remuneration is exclusive of statutory VAT and exclusive of travel, accommodation and subsistence costs under paragraph 5. Travel time is remunerated at 50 % of the hourly rate unless agreed otherwise. For journeys by car, a flat rate of EUR 0.80 per kilometre driven applies instead of documented costs, unless agreed otherwise in the Engagement. The flat rate covers acquisition, maintenance and operating costs as well as depreciation of the vehicle. Travel time is not covered by it. The distance is determined by the road connection shown as the main route for the outward and return journey between the registered office of 1.ki and the place of assignment by a customary route calculation service such as Google Maps. It is rounded commercially to full ten kilometres. Distances below ten kilometres are not rounded.
5. Travel, accommodation and subsistence costs are charged in addition to the remuneration. Where means of transport other than a car are used, the costs actually incurred are charged against evidence. Rail journeys are made in first class, flights in economy class and, from a flight duration of four hours, in business class. An overnight stay is deemed necessary if daily return to the registered office of 1.ki is unreasonable. It is unreasonable if the absence exceeds twelve hours or the travel time for the outward and return journey together exceeds three hours, or if the outward journey would have to begin before 6:00 a.m. or the return journey end after 10:00 p.m. Accommodation costs are charged in locally customary mid-range standard against evidence, additional subsistence expenses at the statutory flat rates applicable from time to time.
6. Surcharges: between 8:00 p.m. and 7:00 a.m. +50 %, at weekends (Sat/Sun) +100 %, on statutory public holidays +100 % of the hourly rate.
7. Where billing is on a time and materials basis, invoices are issued monthly. Where a fixed price has been agreed, instalment payments fall due in accordance with the milestones defined in the Engagement.
8. Invoices are due for payment within seven days of the invoice date without deduction. Default occurs on expiry of this period without the need for a reminder. From the occurrence of default, default interest of 9 percentage points above the base rate (§ 288 (2) BGB) and the flat rate under § 288 (5) BGB are charged.
9. The client may only set off claims that have been finally adjudicated or acknowledged in writing.
10. Appointments at the client's site or at a location determined by the client are charged at a minimum of one person-day. Travel time and travel, accommodation and subsistence costs are charged separately under paragraphs 4 and 5 and remain unaffected. Deviating agreements in the Engagement prevail.
11. An agreed fixed price presupposes that the appointments and cooperation obligations provided for in the Engagement are observed. If the client postpones agreed appointments or fails to provide cooperation in good time, the deadlines of 1.ki are extended appropriately and the resulting additional effort is remunerated separately at the agreed daily rate. If postponements for which the client is responsible cause the agreed performance period to be exceeded by more than 25 per cent, but by at least two weeks, the fixed price ceases to apply. Further performance is then remunerated on a time and materials basis at the agreed daily rate. 1.ki notifies the client of this in advance.

5. Deadlines and schedules

1. 1.ki shall adhere to agreed schedules to the best of its ability; deviations are notified in writing at an early stage.
2. In the event of a culpable failure by 1.ki to meet a deadline, the client shall set a reasonable grace period. Further claims may only be asserted once that period has expired without remedy.
3. Agreed deployment plans are binding on both contracting parties; changes require the mutual written consent of the parties.
4. Delays caused by the client, by third parties or by force majeure (natural events, war, epidemics, strikes, official measures) are not attributable to 1.ki; agreed deadlines are extended by a reasonable period.
5. Before booking travel services, 1.ki obtains the client's confirmation of the appointment in text form. Bookings are made economically, in particular without chargeable flexibility options. If the client subsequently postpones or cancels a confirmed appointment without 1.ki being responsible for this, the client bears the costs actually incurred which can no longer be cancelled or rebooked, against evidence. 1.ki makes use of reasonable cancellation and rebooking options. If the client proves that no or lower costs were incurred, only the lower amount is to be reimbursed.
6. If the client fails to attend an agreed on-site appointment or cancels it less than ten working days in advance, without 1.ki being responsible for this, the consulting time agreed for the appointment is remunerated. In the case of cancellation between five and ten working days before the appointment, 50 per cent is remunerated; in the case of cancellation less than five working days in advance or non-attendance, 100 per cent. 1.ki allows to be credited what 1.ki saves in expenses as a result of the cancellation or earns by otherwise using the time freed up. The client is free to prove that 1.ki suffered no disadvantage or a lesser one. Virtual appointments are not affected by this.

6. Subsequent change requests

1. The contracting parties may propose changes to the agreed services at any time.
2. If the client requests a change, 1.ki shall notify the client in writing whether it can be implemented and what effects it has on the scope of services, costs and schedule. The original Engagement continues to apply until written agreement is reached.
3. Non-material changes may be agreed informally by mutual consent; material changes require a written amendment.

7. Intellectual property rights

1. Existing rights of the contracting parties in developments created independently of the contractual services remain unaffected.
2. Performance of an Engagement does not — absent an express written agreement — include the granting of any rights or licences in industrial property rights, know-how or other intellectual property rights of 1.ki.
3. All intellectual property rights, in particular all copyrights in the work results created in performance of the Engagement, remain with 1.ki — Christian BAECKER. The client receives a non-exclusive right of use limited to the purpose of the contract.
4. 1.ki and the client may freely use the know-how resulting from the performance of the Engagement, provided that no confidentiality agreement stands in the way.
5. The client warrants that it will make available only such documents as it is entitled to disclose. This obligation survives termination of the Engagement.

8. Performance and acceptance

1. The delivery of pure services is documented by timesheets to be countersigned by the client.
2. Work-type deliverables are deemed rendered as soon as 1.ki has completed them in accordance with the requirements of the Engagement and handed them over to the client.
3. Documents are deemed to be in conformity with the contract if the client does not identify defects in writing and with reasons within 14 days of submission. 1.ki shall expressly point out this consequence upon submission.
4. For work-type deliverables under § 2 (4), formal acceptance is governed by individual contractual agreement.

9. Warranty

1. No warranty claims for defects arise in respect of insignificant deviations of the services from the contractually agreed quality.
2. In the event of defects in a work-type deliverable, the client is entitled to subsequent performance; the costs are borne by 1.ki. The client shall support the subsequent performance at its own expense.
3. If subsequent performance fails (as a rule after two attempts), the client is entitled to its statutory rights.
4. 1.ki is only responsible for errors where they are not caused by the client's specifications, its system environment or the manner of its use.
5. Claims for defects become time-barred one year after the statutory commencement of the limitation period, unless longer periods are prescribed by law.

10. Liability

1. 1.ki is liable without limitation for damage arising from injury to life, body or health as well as for damage caused intentionally or by gross negligence.
2. In cases of slight negligence, 1.ki is liable only for breach of material contractual obligations (cardinal obligations); liability is limited to the foreseeable damage typical for this type of contract.
3. Liability for indirect damage and loss of profit is excluded to the extent permitted by law.
4. Liability for loss of data is limited to the effort required for restoration, assuming proper data backup by the client.
5. Liability under the Produkthaftungsgesetz (ProdHaftG, the German Product Liability Act) remains unaffected.

11. Use of subcontractors

1. 1.ki is entitled to engage suitable third parties (subcontractors) to render parts of the services and selects them with due care.
2. The contractual relationship with subcontractors is not affected by their deployment at the client; no direct contractual relationship arises between the client and the subcontractor.
3. The client undertakes not to engage or hire directly any subcontractor deployed by 1.ki, without the written consent of 1.ki, during the Engagement and for 12 months after its termination.
4. 1.ki may replace subcontractors for good cause, provided that the quality of service delivery is not materially impaired.

12. AI-assisted delivery of services

1. 1.ki may use AI-based tools and systems (in particular large language models and automation platforms) to deliver its services, provided this serves the purpose of the services.
2. Such use takes place under expert supervision. No guarantee is given as to the accuracy, completeness or currency of AI-generated content; 1.ki reviews AI output for plausibility and suitability.
3. The client undertakes not to enter personal data or information classified as confidential into AI systems without the consent of 1.ki.
4. Responsibility for business decisions taken on the basis of consulting services remains entirely with the client.

13. Subsidised consulting engagements

1. Where a consulting service is the subject of public funding, in particular under the programme “Funding of management consultancy for SMEs” of the German Federal Ministry for Economic Affairs and Energy, the following provisions of this section apply in addition. In the event of any conflict with the other provisions of these terms, they shall prevail.
2. 1.ki does not finance, pre-finance, assume or set off the consulting costs, in whole or in part, whether itself or through third parties connected with 1.ki. Set-off of the consulting costs against claims of the client against 1.ki is excluded.
3. 1.ki receives no commission, brokerage fee or other remuneration from manufacturers, system integrators or other providers of the products and services examined in the course of the engagement. Should a remunerated partnership arise, 1.ki will notify the granting authority without undue delay.
4. By placing the order, the client confirms that there is no shareholding or employment relationship and no family relationship within the meaning of § 11 (1) no. 1 StGB (the German Criminal Code) between the client and 1.ki. The client will notify 1.ki without undue delay should such a relationship arise during the term of the Engagement.
5. Quotations from 1.ki for engagements eligible for funding are non-binding and do not constitute an offer to contract within the meaning of § 145 BGB. The Engagement is concluded only once the client has received the notification letter from the competent lead office and has subsequently placed the order with 1.ki in writing. 1.ki points out that, under the funding rules, the conclusion of the consulting contract already counts as the start of the engagement and that placing the order beforehand excludes funding.
6. The decision on the award of a grant rests solely with the granting authority. 1.ki gives no assurance of funding and accepts no warranty as to award, amount or payment. The client's obligation to pay 1.ki exists irrespective of whether and in what amount a grant is awarded.

14. Confidentiality and data protection

1. The contracting parties shall treat documents marked as confidential in strict confidence and use them exclusively for the purposes of performing the contract. This obligation survives termination of the Engagement.
2. The confidentiality obligation does not apply to information that is generally available, was already known to the other contracting party, or was obtained from authorised third parties without breach.
3. 1.ki is entitled to name the client in a reference list. Any further reference details require the client's written consent.
4. The client shall carry out complete and verified data backups before and during the activities of 1.ki on the client's own IT systems.
5. Insofar as 1.ki processes personal data of the client on the client's behalf, the parties shall conclude a data processing agreement (Auftragsverarbeitungsvertrag, AVV) pursuant to Article 28 GDPR before processing begins. Without such an agreement, 1.ki does not process any personal data on the client's behalf.

15. Term and termination

1. Engagements for consulting services may be terminated by either contracting party by ordinary written notice of 30 days to the end of a calendar month.
2. If the client terminates a fixed-price Engagement early, the compensation payable to 1.ki amounts to 30 % of the remuneration attributable to the part of the services not yet rendered, unless otherwise agreed in the Engagement.
3. Either contracting party may terminate the Engagement for good cause without notice, in particular in the event of repeated material breach of duty despite warning, or upon the filing for insolvency of the other contracting party.

16. Final provisions

1. Rights arising from the Engagement or from these Terms may only be assigned by the client with the written consent of 1.ki.
2. Amendments and supplements to the Engagement require a written amendment agreement that expressly refers to the Engagement.
3. In the event of contradictions between the Engagement and these Terms, the provisions of the Engagement prevail.
4. Should any provision of these Terms be void or ineffective, the remaining provisions remain unaffected; in place of the ineffective provision, the parties shall agree an effective provision that comes as close as possible to its economic purpose.
5. GmbH reservation: if 1.ki is converted into a GmbH or another corporation, all rights and obligations arising from these Terms and from ongoing Engagements pass to the legal successor; the client will be informed in writing.
6. The place of performance is Landshut. German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and of the rules of private international law. The exclusive place of jurisdiction for all disputes is Landshut, Germany.

1.ki — proprietor Christian BAECKER · Herrnfeldstraße 9, 84036 Kumhausen · christian.baecker@1.ki · 1mpact.ai

Version 1.3, as of August 2026