General Terms and Conditions for Mikis Services
Expert Solutions Strahlhofer
Ing. Markus Strahlhofer
Parkring 7
2333 Leopoldsdorf bei Wien
Austria
Mobile: +43 664 30 36 809
Email: office@strahlhofer.com
Website: www.mikis-ki.at
VAT ID: ATU61408319
Version: March 2026
1. Scope and Conclusion of Contract
1.1.
These General Terms and Conditions apply to all services, deliveries, and contractual relationships between Expert Solutions Strahlhofer, Ing. Markus Strahlhofer, Parkring 7, 2333 Leopoldsdorf bei Wien, Austria (hereinafter referred to as the “Contractor”), and the customer in connection with Mikis – My Individual AI Assistant and related services.
1.2.
These Terms and Conditions apply in particular to services in the areas of AI consulting, AI strategy, design, implementation, configuration, integration, customization, training, maintenance, support, data preparation, retrieval-based systems, knowledge bases, agent-based systems, interface integrations, on-premises deployment, private cloud deployment, model testing, model evaluation, prompting, workflow design, and project-related technical support.
1.3.
Any deviating terms and conditions of the customer shall not become part of the contract unless their validity has been expressly accepted by the Contractor in writing.
1.4.
Offers made by the Contractor are subject to change and non-binding unless expressly designated as binding.
1.5.
A contract shall be concluded upon written acceptance of an offer, order confirmation, actual commencement of performance, or payment by the customer.
1.6.
The version of these Terms and Conditions valid at the time of conclusion of the contract shall apply.
2. Subject Matter of the Contract and Scope of Services
2.1.
The subject matter of the Contractor’s services is the provision, design, customization, integration, or support of AI-based solutions and components under the name Mikis.
2.2.
The specific scope of services shall be determined exclusively by the respective offer, contract, service description, project description, order confirmation, or any other written agreement.
2.3.
Unless expressly agreed otherwise in writing, the Contractor does not owe any specific commercial success, any specific model quality, any specific response accuracy, any specific hit rate, or uninterrupted availability at all times.
2.4.
The Contractor shall be entitled to further develop or adapt services based on objective, technical, and organizational considerations, provided that the essential contractual purpose is not unreasonably impaired.
3. Customer’s Duties to Cooperate
3.1.
The customer shall provide all information, documents, data, records, access credentials, contact persons, approvals, and technical prerequisites required for the performance of the services in a timely and complete manner.
3.2.
The customer shall be solely responsible for the quality, legal permissibility, and usability of all data, documents, training materials, prompts, content, rights, and specifications provided by the customer.
3.3.
The customer shall promptly review and approve all concepts, configurations, test versions, outputs, integrations, and results provided by the Contractor.
3.4.
Unless expressly agreed otherwise, services transmitted to the customer shall be deemed approved if the customer does not object in writing with specific reasons within three business days.
3.5.
The customer shall bear all disadvantages, additional costs, and delays resulting from missing, delayed, incomplete, or incorrect cooperation.
4. Special Provisions for AI Services
4.1.
The customer acknowledges that AI systems and language models may produce incorrect, incomplete, ambiguous, biased, outdated, or factually inaccurate results despite careful configuration and data preparation.
4.2.
Unless expressly agreed otherwise in writing, the Contractor’s services in connection with Mikis do not constitute a warranty or assurance that all outputs generated by the system are factually correct, complete, legally compliant, or suitable for a specific purpose.
4.3.
All content, answers, analyses, summaries, recommendations, translations, classifications, automations, or other results generated by the system must be reviewed by the customer, at the customer’s own responsibility, for factual, legal, technical, and organizational correctness before use.
4.4.
The duty to review rests solely with the customer. This applies in particular prior to publication, disclosure, regulatory use, customer communication, internal approval, or use as the basis for decisions.
4.5.
The Contractor assumes no warranty for the factual accuracy, completeness, timeliness, consistency, or suitability of AI-generated content for a particular purpose.
4.6.
Mikis does not replace individual legal advice, tax advice, medical assessment, security review, or any other case-specific professional assessment.
4.7.
The customer shall establish appropriate human review, approval, and control procedures where Mikis is used in productive, sensitive, legally relevant, or business-critical areas.
5. Data, Documents, and Third-Party Rights
5.1.
The customer warrants that all data, documents, content, files, images, texts, databases, sources, trademarks, logos, access credentials, and other materials provided by the customer may be lawfully used and do not infringe any third-party rights.
5.2.
The customer shall obtain all necessary consents, usage rights, approvals, and other authorizations at its own responsibility.
5.3.
If the Contractor is held liable by third parties due to an infringement in connection with materials or specifications provided by the customer, the customer shall fully indemnify and hold harmless the Contractor against all resulting disadvantages, claims, and costs.
6. On-Premises, Cloud, and Third-Party Components
6.1.
Depending on the project configuration, Mikis may be operated locally, on the customer’s infrastructure, in a private cloud, or by integrating third-party systems.
6.2.
Where external language models, APIs, hosting services, open-source components, databases, extensions, or other third-party components are used, their respective technical and legal framework conditions shall apply in addition.
6.3.
The Contractor has no control over the availability, further development, pricing, response behavior, interface changes, restrictions, or terms of use of such third-party providers.
6.4.
The Contractor therefore assumes no responsibility for the continuous, unchanged, or permanently identical functioning of such third-party components.
7. Deadlines and Performance
7.1.
Any delivery or performance deadlines stated shall be non-binding target dates unless expressly agreed in writing as binding.
7.2.
Deadlines shall be extended appropriately in the event of circumstances beyond the Contractor’s control, including but not limited to third-party outages, model changes, interface issues, cyberattacks, force majeure, infrastructure failures, or delayed cooperation by the customer.
7.3.
The customer may withdraw from the contract due to delay only after having granted the Contractor a reasonable grace period of at least 14 days in writing and such period has expired without result.
8. Third-Party Services and Subcontractors
8.1.
The Contractor shall be entitled to engage qualified third parties or subcontractors for the performance of services.
8.2.
Such engagement shall be made either in the Contractor’s own name or in the customer’s name, at the Contractor’s discretion.
8.3.
Where third-party services are required or agreed, separate contractual terms may apply.
9. Fees and Billing
9.1.
Unless agreed otherwise, the Contractor’s entitlement to remuneration shall arise upon performance of the respective service.
9.2.
All prices are net prices plus statutory value added tax.
9.3.
The Contractor shall be entitled to request advance payments, retainers, partial invoices, interim invoices, or ongoing billing.
9.4.
Additional services not expressly covered by the agreed remuneration shall be charged separately.
9.5.
License costs, API costs, model costs, hosting costs, third-party software costs, travel expenses, cash expenses, and other project-related expenses shall be reimbursed separately by the customer unless expressly agreed otherwise.
10. Payment and Default
10.1.
Invoices are payable immediately upon receipt without deduction unless different payment terms have been agreed in writing.
10.2.
In the event of default in payment, the statutory default interest applicable to business transactions shall apply.
10.3.
In the event of payment default, the Contractor shall be entitled to suspend ongoing work, withhold support services, restrict access, or refuse further performance until full payment has been made.
10.4.
The customer shall reimburse the Contractor for all reminder charges, collection costs, and legal fees required for appropriate enforcement of the claim.
11. Usage Rights and Intellectual Property
11.1.
All rights to concepts, configurations, documentation, workflows, prompts, integrations, scripts, data structures, designs, technical solutions, customizations, and other services provided by the Contractor shall remain with the Contractor unless expressly agreed otherwise in writing.
11.2.
The customer shall only receive those usage rights that have been expressly granted in writing and, in any case, only after full payment has been made.
11.3.
Unless otherwise agreed, the customer shall receive a simple, non-exclusive, non-transferable right of use for the contractually agreed purpose.
11.4.
Any modification, disclosure, duplication, transfer, or use beyond the agreed scope shall require the Contractor’s express prior written consent.
11.5.
Open-source software, third-party software, models, frameworks, and interfaces are subject to the respective license terms of their rights holders.
12. Warranty
12.1.
The customer shall notify the Contractor of defects promptly, but no later than eight days after delivery or performance, in writing and with specific details.
12.2.
In the event of timely and justified notice of defects, the Contractor shall first be entitled to remedy the defect or provide a replacement.
12.3.
No warranty is assumed for the factual accuracy, completeness, timeliness, consistency, or suitability of AI-generated results unless a specific quality or characteristic has been expressly agreed in writing.
12.4.
The decisive factor shall be whether the agreed technical or organizational service has essentially been provided.
12.5.
The warranty period shall be six months to the extent permitted by law.
13. Liability
13.1.
To the extent permitted by law, the Contractor shall only be liable for damages caused intentionally or by gross negligence.
13.2.
Liability for slight negligence is excluded, except in cases of personal injury.
13.3.
To the extent permitted by law, liability for loss of profit, indirect damages, consequential damages, data loss, business interruption, reputational damage, damages arising from decisions based on unchecked AI outputs, and third-party claims is excluded.
13.4.
The Contractor shall not be liable for damages arising from the customer’s failure to review AI-generated content or from insufficient review.
13.5.
Where liability exists in principle, it shall be limited in amount to the net order value of the affected individual order.
14. Confidentiality and Data Protection
14.1.
Both parties undertake to keep confidential all information disclosed to them in the course of the business relationship that is to be regarded as confidential.
14.2.
The Contractor shall process the customer’s personal data exclusively in accordance with the applicable data protection laws.
14.3.
Where necessary, a separate data processing agreement shall be concluded for specific services.
14.4.
The customer shall be solely responsible for determining, prior to productive use, which data protection, organizational, and regulatory requirements must be observed in the respective deployment scenario.
15. Contract Term and Early Termination
15.1.
Contracts for ongoing services shall remain in force for the agreed term.
15.2.
Either party may terminate the contractual relationship with immediate effect for good cause.
15.3.
Good cause shall exist in particular if the customer is in default of payment, breaches essential duties to cooperate, introduces unlawful content, or if continued cooperation becomes unreasonable for reasons attributable to the customer.
15.4.
In the event of early termination, the Contractor shall be entitled to remuneration for all services rendered up to that date as well as reimbursement of costs already incurred and obligations already entered into.
16. Applicable Law and Jurisdiction
16.1.
Austrian substantive law shall apply exclusively, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
16.2.
The place of performance shall be the Contractor’s registered office.
16.3.
To the extent permitted by law, the court having subject-matter jurisdiction at the Contractor’s registered office shall have exclusive jurisdiction for all disputes arising out of or in connection with the contractual relationship.
16.4.
The Contractor shall also be entitled to bring claims against the customer before the court of the customer’s general place of jurisdiction.
17. Final Provisions
17.1.
Any amendments or additions to contracts or to these Terms and Conditions must be made in writing. Email shall be sufficient unless a stricter form is required by law.
17.2.
Should any provision of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.
17.3.
Where personal designations are used in one grammatical form only, they shall apply equally to all genders.