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. Consulting services are directed and controlled by the client. The client is solely responsible for the results achieved with the aid of the consulting.
3. As work-type deliverables (Werkleistungen), 1.ki provides project steering services as well as the creation of clearly defined work results (e.g. concepts, documentation, specifications). Work-type deliverables are carried out under the direction of 1.ki.
4. 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 nominate a responsible person who is authorised to make binding statements and take decisions.
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.

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 timesheet to be countersigned by the client.
4. All remuneration is exclusive of statutory VAT and exclusive of documented travel, accommodation and subsistence costs. Travel time is remunerated at 50 % of the hourly rate unless agreed otherwise.
5. 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.
6. 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.
7. Invoices are payable within 14 days without deduction. From the onset of default, default interest of 9 percentage points above the base rate (§ 288 (2) BGB, the German Civil Code) is charged.
8. The client may only set off claims that have been finally adjudicated or acknowledged in writing.

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.

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, 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. 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.

14. 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.

15. 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 1.0, as of April 2026