General Terms and Conditions of deepsight GmbH

1. general; scope of application

1.1.

By accepting the order, the customer agrees to the GTC of deepsight GmbH and the content-related
service points. This also includes the DataDesk (https://
datadesk.deepsight.de). These are an integral part of all contracts that deepsight concludes with its
contractual partners (hereinafter also referred to as "Clients") for the services offered by
. They also apply to all future services and
offers to the Client, even if they are not separately agreed again
. Deviating, conflicting or supplementary general
terms and conditions shall not become part of the contract, even if known, unless
expressly agrees to their validity in writing.
The following general terms and conditions apply to all current and
future business relationships between deepsight GmbH and other
entrepreneurs. Entrepreneurs within the meaning of these Terms and Conditions are natural or
legal persons or partnerships with legal capacity who act in the exercise of a
commercial or independent professional activity.

1.2.

deepsight GmbH does not recognize any terms and conditions of the Client that deviate in whole or in part from these Terms and Conditions
, unless
the Client's terms and conditions are expressly agreed to in writing
. These Terms and Conditions shall also apply exclusively,
if deepsight GmbH provides services without reservation in the knowledge of conflicting terms and conditions of the
Client.

1.3.

Individual agreements made with the customer in individual cases
(including collateral agreements and contract amendments) shall in any case take precedence over
these Terms and Conditions. A written contract
or a written confirmation from deepsight GmbH is decisive for the content of such agreements.

2 Subject matter of the contract; conclusion of the contract

2.1.

The subject matter of the contract is the cleansing, evaluation and/or visualization of texts
of the client with rule-based and AI solutions by deepsight GmbH.

2.2.

deepsight GmbH also offers a wide range of services in the field of
data analysis. This includes automated analyses such as data cleaning
(e.g. recognition of the meaningfulness of texts, spell checking, stem formation),
pseudo-/anonymization (replacement/removal of sensitive information, e.g. personal names, addresses, telephone numbers), sentiment analysis (identification of sentiment), pre-trained AI models (e.g. recognition of the meaningfulness of texts, spell checking, stem formation),
personal names, addresses, telephone numbers), sentiment analysis (identification of the
mood), pre-trained AI models for topic classification, unsupervised topic modeling
(identification and grouping of topics from texts without predefined categories)
and general data mining (extraction of new information from structured and
unstructured data).

2.3.

Prior to the conclusion of the contract, deepsight GmbH shall prepare a service description in cooperation with the client
. This shall be prepared on the basis of the information provided by the Client.
In the event of incomplete or incorrect specifications, the Client shall bear the risk
of the success of the order.

2.4.

A contract is concluded between the parties by deepsight GmbH's acceptance of a service offer submitted to the Client by deepsight
GmbH, by
registration on our DataDesk or by deepsight GmbH sending an order confirmation
. The contract ends with the occurrence of the owed
performance success / completion of the service provision or, in the case of the provision
of pure services by deepsight GmbH, at the time specified in the contract
or after termination in accordance with the statutory provisions.

3. obligations of the client (not relevant for DataDesk users)

3.1.

The Client shall appoint an employee / contact person responsible for the project
to deepsight GmbH for the provision of binding information and the
provision of cooperation. The designated employee is also authorized to make decisions within the
framework of the contractual cooperation and to change the scope of the
assignment in consultation with deepsight GmbH.

3.2.

The Client shall support deepsight GmbH responsibly in the fulfillment of the services contractually owed to
. This includes in particular the timely and
complete provision of information and required data material. The
Client shall inform deepsight GmbH in full and in good time
of all circumstances that have an influence on the
provision of services and the fulfillment of the contract.

3.3

In order to ensure that an order runs smoothly, the
client must fulfill its obligations to cooperate. These obligations are
main performance obligations of the Client, upon compliance with which the services of deepsight
GmbH, in particular confirmations of deadlines, are based. These are in particular, but not
exhaustive:
- The Customer shall provide all
documents, information and materials required for the performance of the order in full and legibly.
- The Customer shall document in writing upon conclusion of the contract if
performance of the service is only possible during a certain period of time and
late performance would no longer constitute fulfillment.
- Texts must be delivered as a file set in a word processing program
. If deepsight GmbH takes over the
transfer from another data format with the consent of the Client, the resulting file
shall be deemed to be the source text.
- The data must be free of viruses. Incoming data must be checked for viruses.
- The client guarantees that he has the rights of use to the templates and to
the materials to be processed, in particular that he has the right
to allow others to use, in particular to process and reproduce
these templates.
- The Client warrants that it complies with all data protection regulations, in particular
the GDPR, and is authorized to forward personal data.
- The Client shall indemnify deepsight GmbH against all claims and
extrajudicial and judicial costs and claims for compensation that
derive from the infringement of third-party intellectual property rights or data protection violations
.

4. time of performance; delay

4.1.

Deadlines for the provision of services are non-binding. If dates or deadlines
are to be binding, they must be expressly agreed as binding between the contracting parties. The corresponding agreement must be made in writing at
.

4.2.

deepsight GmbH is not responsible for delays in performance due to force majeure, such as pandemics, strikes,
natural disasters, blackouts, ...) as well as due to circumstances in the
area of responsibility of the client (e.g. delayed provision of
cooperation) and extend the
execution time accordingly.

4.3 (not relevant for DataDesk users)

deepsight GmbH is liable for delays in performance in cases of intent or
gross negligence on the part of deepsight GmbH or a representative or vicarious agent
in accordance with the statutory provisions. In all other cases of culpable
delay in performance, deepsight GmbH's liability for damages in addition to
performance shall be limited to 5% of the value of the part of the performance affected by the delay
and for damages in lieu of performance to 5% of the order value.
Any further claims by the Customer are excluded. However, this
limitation of liability shall not apply in the event of liability for injury to life,
body or health.

5. acceptance (not relevant for DataDesk users)

5.1.

Insofar as a successful performance is legally owed, deepsight GmbH
may, after each milestone, provide the Customer with the service in a suitable form and request a written declaration from
that the submitted service or partial service is accepted in its entirety subject to the reservation of functionality at
.

5.2.

If the client has not declared acceptance within a period of 14 days after delivery of the service
, acceptance shall be deemed to have been declared to the corresponding extent.

5.3.

Acceptance may only be refused by the client in the event of significant defects
.

6. warranty

6.1.

The Customer shall inspect all services provided by deepsight GmbH immediately to ensure that they are free of defects
.

6.2.

Defects must be reported to deepsight
GmbH in writing with a precise description of the defects.

6.3.

The client is advised that the system and data requirements defined in
apply for error-free use. Compliance with the system and
data requirements is the sole responsibility of the client and does not entitle the client to assert claims for defects in the event of
non-compliance.

6.4 (not relevant for DataDesk users)

In the event of defects, deepsight GmbH shall provide subsequent performance at its discretion either by
rectifying the defect or by creating a new product. If subsequent performance ultimately fails or is
unreasonable for deepsight GmbH, the statutory provisions shall apply,
unless otherwise agreed in individual cases.

6.5.

Insofar as the data set has been changed by the Client or a third party has caused
to be changed, there shall be no warranty claims against
deepsight GmbH, unless the Client can prove that the change does not make it significantly more difficult to rectify
and that the defect was already present at the time of acceptance, irrespective of the changes made to
.

6.6.

Warranty claims expire 12 months after delivery. This does not apply to
intent, gross negligence, injury to life, limb and health, fraudulent intent,
the assumption of a guarantee for the quality of an item or any
liability under the Product Liability Act.

7 Terms of payment; due date; set-off

7.1.

Unless otherwise agreed at
, remuneration for services provided by deepsight GmbH shall be based on fixed prices and not on a time and material basis in accordance with a corresponding
price list.

7.2.

Unless otherwise agreed between the contracting parties
, deepsight GmbH may request an advance payment of 1/3 of the agreed service price upon conclusion of the contract with regard to the success of the service owed
.
In addition, deepsight GmbH is entitled to issue
partial invoices for definable partial services during the further course of the project.

7.3.

If services are the subject of the contractual cooperation, deepsight
GmbH is entitled to issue monthly invoices in the absence of any other agreement between the parties
.

7.4.

The client shall also bear all expenses such as travel and accommodation costs,
expenses and third-party claims for remuneration arising in the course of the performance of the contract,
unless these are expressly included in a price agreement between the contracting parties
.

7.5.

Prices quoted are exclusive of VAT at the applicable statutory rate
.

7.6.

Unless otherwise agreed, invoices from deepsight GmbH are due for payment without deductions immediately upon receipt of the invoice at
.

7.7.

Offsetting by the client is only permitted with legally established or
undisputed claims.

8. reservation of title

If deepsight GmbH delivers goods, these remain the property of deepsight GmbH until full payment
of all claims to which deepsight GmbH is entitled against the Customer arising from an ongoing business relationship with
has been made.

9. liability

9.1.

deepsight GmbH is not liable for any loss of data by the Customer. In this respect,
it is the sole responsibility of the Customer to ensure that its data
is adequately backed up before, during and after the contractual
cooperation with deepsight GmbH.

9.2.
deepsight GmbH is also not obliged to restore data.

9.3.

In the event of a delay in performance, reference is made to the provisions in section 4 of these
terms and conditions.

9.4.

In the event of any defects, the provisions of Section 6 of these
Terms and Conditions shall apply.

9.5.

deepsight
GmbH shall only be liable for damage that has not occurred to the delivery item itself
a) in the event of intent;
b) in the event of gross negligence;
c) in the event of culpable injury to life, limb or health;
d) in the event of fraudulent intent;
e) or in the event of the assumption of guarantees for the quality or other guarantees.

In the event of culpable breach of material contractual obligations, deepsight GmbH shall also be liable
for gross negligence and slight negligence. However, liability in the event of slight
negligence shall be limited to the reasonably foreseeable
damage typical of the contract.

9.6.

All other claims, in particular those arising from strict liability, are excluded
.

9.7.

Liability under the Product Liability Act remains unaffected by the above
limitations of liability.

10. copyrights; granting of rights

10.1.

deepsight GmbH shall make the contractually owed service available to the Customer at
at its own discretion either by providing data carriers or preferably by granting
the option of electronic retrieval.

11. infringements of intellectual property rights, breach of data protection

11.1.

In the event of infringements of third-party property rights or breaches of data protection,
deepsight GmbH may, after prior consultation with the Client, make changes to
which, while safeguarding the interests of the Client, ensure that
no longer infringes property rights/data protection or acquire the rights of use required for the
Client.

11.2.

In the event of a claim by a third party, the Client is obliged to inform
deepsight GmbH immediately by submitting all information / documents to
. Any damages resulting from late notification to deepsight GmbH
shall be borne exclusively by the Client.

11.3

Personal data will only be collected, processed or used with the consent of the
data subject or if this is required or permitted by law. If
deepsight GmbH provides a service together with third parties or via third parties, deepsight
GmbH may disclose data about the customer to these third parties insofar as this
disclosure is necessary for the provision and processing of these services or for the collection of
.

11.4

Deepsight GmbH is entitled to send text or
image messages to the client at the telephone number, e-mail address or postal address provided by the client upon conclusion of the contract
for the purposes of consulting and advertising products in
in connection with existing and, if applicable, future contracts
, provided that the client has consented to this. The
client is entitled to revoke any consent given in writing at any time.

11.5

Deepsight GmbH guarantees the confidentiality of the content of the documents to be processed by
and undertakes, in the event that third parties are commissioned, to oblige these
to maintain confidentiality. In addition, deepsight GmbH is obliged to carefully store the documents provided to
for the purpose of providing the service and to protect
against access by third parties. Deepsight GmbH is not liable for unauthorized
access by third parties when sending e-mails or letters, especially in the case of
communication with the customer in electronic form, as complete security
cannot be guaranteed.

12. secrecy

12.1.

The contracting parties undertake to keep confidential all information and documents
disclosed to them by the
other contracting party in the course of performing the contract. This does not apply to generally known or accessible information.

12.2.

Furthermore, confidentiality regarding the content of the contractual cooperation shall also apply beyond the termination of the contractual relationship
.

12.3.

Notwithstanding the foregoing, deepsight GmbH is permitted to mention the name of the Client
as a reference and to communicate this publicly. This does not apply if the
Client objects to this in writing to deepsight GmbH.

13. written form; place of jurisdiction

13.1.

All amendments and additions to the contractual agreement
must be made in writing. This also applies to any waiver of this
written form requirement. The written form requirement is also met by e-mail / fax.

13.2.

The exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of deepsight
GmbH, provided that the
Client is a merchant, a legal entity under public law, a special fund under public law
or has no domestic place of jurisdiction. Notwithstanding the foregoing, deepsight GmbH is entitled to sue the Customer at
its general place of jurisdiction.

13.3.

The law of the Federal Republic of Germany shall apply exclusively.

14. severability clause

Should individual provisions of the contractual agreement or these general
terms and conditions be or become invalid in whole or in part, this shall not affect the
validity of the remaining provisions. Rather, the
invalid provision shall be replaced by a valid provision to be replaced by the parties, which
corresponds as closely as possible to the economic purpose of the invalid provision. The same applies
to any contractual loopholes.

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