Terms and conditions
These terms apply to all custom AI automation and consulting services provided by Stolyarov Consulting UG (haftungsbeschränkt), Katharinenfleet 9, 20457 Hamburg, Germany, trading as Undisturbed Automations ("we", "us"). The client is the company or self-employed person that orders the services ("you", "the client").
1. Scope and parties
1.1 We provide our services to businesses only, meaning entrepreneurs within the meaning of § 14 German Civil Code (BGB), legal entities under public law and special funds under public law. We do not contract with consumers.
1.2 The contracting party is Stolyarov Consulting UG (haftungsbeschränkt). Undisturbed Automations is a trade name of that company, not a separate legal entity.
1.3 These terms apply exclusively. Your own general terms do not become part of the contract, even if we do not expressly object to them, unless we agree to them in writing.
1.4 Where these terms say "in writing" or "written", email is sufficient unless stated otherwise.
2. Services and proposal
2.1 Every engagement is described in a written proposal. The proposal sets out the scope, the deliverables, the timeline, the price and the payment terms. Nothing outside the proposal is owed unless we agree to it in writing.
2.2 A contract is formed when you accept the proposal in writing, or when we start work at your request after you have received the proposal.
2.3 Changes to the scope after acceptance require a written change agreement. Additional work is charged at the rates stated in the proposal, or at our standard rates if the proposal states none.
2.4 Our services typically rely on third-party platforms and services such as AI model providers, automation platforms, CRMs, messaging and telephony services. Unless the proposal says otherwise, you hold the accounts for these services in your own name, accept their terms directly and pay their fees. We are not responsible for the availability, pricing, output or changes of third-party services.
2.5 Consulting services are provided as services (Dienstleistungen); we owe careful work, not a specific business outcome. Where the proposal describes a defined deliverable, that deliverable is owed as described.
3. Fees and payment
3.1 Fees are stated in the proposal, either as a fixed price per project or phase, or as an agreed monthly fee. All prices are net of value added tax, which is added where applicable.
3.2 Unless the proposal says otherwise, project fees are invoiced in full or in part before work on the project or phase starts, and monthly fees are invoiced in advance for each billing period.
3.3 Invoices are due within 7 days of the invoice date without deduction. Payment is made by bank transfer or through the payment methods we offer, such as card payment via a payment service provider.
3.4 If you are late with a payment, we may charge statutory default interest (§ 288 BGB) and the statutory flat fee for late payment (§ 288 (5) BGB), and we may pause the work until the open amount is paid. Timelines extend by the length of the pause.
3.5 You may only set off claims that are undisputed or established by a final court decision.
4. Client cooperation
4.1 You provide, in good time and free of charge, everything we need to do the work: information, content, access to the systems and accounts involved, decisions, and feedback on drafts and deliverables.
4.2 You name a contact person who can make decisions for the project.
4.3 If you are late with your part, our timelines extend by at least the length of the delay. Extra effort caused by missing or wrong information or by delayed decisions may be charged at the agreed rates.
4.4 You are responsible for the content, data and instructions you give us, including the lawfulness of your own business processes that the system supports (for example your marketing, outreach and data protection practices in your market).
5. Delivery and acceptance
5.1 We deliver remotely. Delivery means handing over the deliverable or putting the system into operation in the agreed environment.
5.2 You check each deliverable within 10 business days of delivery and report material defects in writing. If you report none within that period, or if you put the deliverable to productive use, it counts as accepted. Minor defects do not prevent acceptance; we fix them within a reasonable time.
6. Rights in the work
6.1 Once the fees for a deliverable are paid in full, you receive a non-exclusive, perpetual, worldwide right to use that deliverable for your own business purposes, including the right to modify it and to have it maintained by others.
6.2 We keep all rights in our pre-existing material: tools, templates, components, prompts, methods and know-how that we bring to the project or develop independently of it. Where such material is part of a deliverable, your right under 6.1 covers its use as part of that deliverable.
6.3 We may reuse general know-how, methods and experience gained in the project, as long as we do not disclose your confidential information.
6.4 Third-party software and services remain subject to their own licence terms.
6.5 We will only name you as a client or reference, publicly or to prospects, with your written consent.
7. Confidentiality
7.1 Each party keeps confidential all non-public information it receives from the other in connection with the engagement, uses it only for the engagement, and shares it only with people who need it for the engagement and are bound to confidentiality.
7.2 This does not cover information that is or becomes public without a breach, that the receiving party already knew, or that must be disclosed by law or court order.
7.3 The duty lasts for 3 years after the end of the engagement.
8. Data protection
8.1 Each party complies with the data protection law that applies to it.
8.2 Where we process personal data on your behalf as part of the services, we enter into a data processing agreement with you under Art. 28 GDPR before that processing starts. You are responsible for the lawfulness of the data you give us and of the processing you instruct.
9. Warranty
9.1 For defined deliverables, the statutory warranty rules apply with the following details: if a deliverable does not match the proposal, we first repair or replace it. If repair or replacement fails twice, you may reduce the fee or, for material defects, withdraw from the affected part of the contract.
9.2 Defect claims must be reported within 12 months of acceptance.
9.3 We do not guarantee any specific business result such as a number of leads, replies, appointments or revenue, unless the proposal expressly says so. If a proposal includes a guarantee and we do not meet it, you get a full refund as set out in our refund, dispute and cancellation policy.
9.4 AI systems produce output based on probabilities. Output can be incomplete, outdated or wrong. You review AI-generated output before relying on it or sending it to third parties, and you keep a human in the loop where the law or your own risk assessment requires it.
10. Liability
10.1 We are liable without limitation for damage caused intentionally or by gross negligence, for injury to life, body or health, under the German Product Liability Act, and where we have given a guarantee.
10.2 For damage caused by slight negligence we are only liable if we breach a core contractual obligation (Kardinalpflicht), meaning an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment you may regularly rely. In that case our liability is limited to the damage that is typical for this kind of contract and foreseeable at the time the contract was concluded, and in total to the fees you paid us under the affected contract in the 12 months before the event that caused the damage.
10.3 Subject to 10.1 and 10.2, we are not liable for lost profit, lost savings, loss of data that you could have prevented by reasonable backups, or indirect damage.
10.4 These limitations also apply to our managing directors, employees and subcontractors.
11. Term and termination
11.1 A project engagement ends when the deliverables are delivered and paid.
11.2 A monthly engagement runs for the term stated in the proposal. Either side may terminate it in writing with 30 days' notice to the end of a billing period. If the proposal states a minimum term, termination takes effect at the end of that term at the earliest.
11.3 The right to terminate for cause remains unaffected. Cause includes a payment that remains unpaid for more than 30 days after a reminder.
11.4 On termination, fees for work done up to the end date remain due. Our refund, dispute and cancellation policy explains what is refunded.
12. Legal and export restrictions
We provide our services subject to the sanctions, export control and anti-money-laundering laws that apply to us, including those of the European Union, Germany and, where relevant, the United States. We do not provide services to persons, companies or organisations that are listed on applicable sanctions lists, or that are located in, organised under the laws of, or ordinarily resident in a country or territory that is subject to country-wide sanctions. You confirm that you are not such a person and that you will not use our services for a purpose that is prohibited by these laws. We may refuse or stop work if we have reason to believe this section is breached, without liability for that refusal.
13. Promotions
We do not run promotions, discounts or special offers by default. Any promotion or discount applies only if, and exactly as, it is stated in writing in the proposal, including any conditions and end date. Promotions cannot be combined unless the proposal says so.
14. Final provisions
14.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
14.2 If you are a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contract is Hamburg, Germany. We may also sue you at your general place of jurisdiction.
14.3 Changes and additions to the contract must be in writing. This also applies to changing this clause.
14.4 If any provision of these terms is or becomes invalid, the rest remains in force. The invalid provision is replaced by the valid provision that comes closest to its economic purpose.
14.5 These terms are written in English. They are governed by German law and German legal terms are decisive where given in brackets.