Terms and conditions (AGB)

These general terms and conditions (AGB) apply to all contracts between RyTech Innovation, owner Nikita Rybalka (the "Contractor"), and the client for analysis, pilot and support services in the automation of repetitive engineering and administrative workflows.

The AGB apply exclusively to entrepreneurs (§ 14 BGB), legal persons under public law and special funds under public law. They do not apply to consumers (§ 13 BGB).

Only these AGB apply. Conflicting, differing or supplementary purchasing or business terms of the client do not become part of the contract, not even through unopposed performance of the order, unless the Contractor has expressly agreed to their validity in text form.

Depending on the order, the subject matter is: (a) an analysis with a written assessment of a specific process, (b) a pilot project with defined scope and defined acceptance, or (c) ongoing operation and further development of a delivered solution.

Analysis and pilot are Werkverträge (contracts for work, § 631 BGB); what is owed is the agreed result (Abnahme — acceptance/sign-off, § 640 BGB). Ongoing operation (retainer) is a Dienstvertrag (service contract, § 611 BGB); no Abnahme applies to it.

The specific scope, deliverables and dates follow from the respective offer or order confirmation in text form. In case of conflict the offer prevails over these AGB. A contract is formed by both parties signing the offer or by the Contractor's order confirmation in text form.

The client provides, in good time and free of charge, the cooperation needed for performance, in particular: reference documents and target templates, representative sample data, a named subject-matter contact with decision-making authority, and the access to systems and data required for the agreed connections.

The Contractor cannot reach the agreed acceptance criteria without customer-approved reference documents. If the client is in default with an act of cooperation, agreed deadlines are extended reasonably; the Contractor may claim reasonable compensation under § 642 BGB. Additional effort caused by late, incomplete or defective cooperation is remunerated on a time-and-material basis.

For pilot projects the acceptance criterion is a field-level hit rate of at least 95%, measured against the reference documents approved by the client.

The measurement method and the test corpus (reference dataset) are fixed in text form before the pilot starts and are solely decisive for acceptance.

Two correction loops are included in the pilot price. A third and any further correction loop is billed separately at the Contractor's then-current rate.

The Contractor notifies completion in text form. Acceptance is deemed given if the client does not raise specific defects in text form within 14 days of receiving the notification of completion (fiktive Abnahme — deemed acceptance). Insignificant defects do not entitle the client to refuse acceptance. The client has no unilateral discretion over whether the work is acceptable.

The fixed prices per service stated in the offer or order confirmation apply. The analysis is charged at a fixed price of €1,900. If the subsequent pilot is commissioned within 90 days, the Analysis & Concept fee is credited in full against that pilot. All prices are net, plus statutory VAT.

Invoices are due for payment without deduction within 14 days of the invoice date. In case of default, statutory rules apply; the default interest rate is nine percentage points above the base rate (§ 288(2) BGB), plus the flat fee under § 288(5) BGB.

Hardware required to operate the solution at the client's site is passed through as a Durchlaufposten (pass-through item) at cost, without mark-up.

Travel costs and travel time are charged separately on a time-and-material basis where the one-way distance from the Contractor's seat exceeds 50 km; journeys within that distance are covered by the agreed remuneration.

On full payment of the agreed remuneration, the client receives, in the configuration created specifically for it, a non-exclusive right of use, unlimited in time and territory, for the client's own business purposes. Transfer of this right or sub-licensing to third parties is permitted only with the Contractor's prior consent in text form.

All rights in pre-existing components, generic processing pipelines, prompts, libraries, tooling and the Contractor's general know-how remain with the Contractor. The Contractor remains entitled to use and further develop these components — including in abstracted form as knowledge and experience — for other projects.

Both parties treat all information of the other party obtained during the cooperation that is marked confidential or recognisably confidential as strictly confidential, use it only to perform the contract, and do not disclose it to third parties. The obligation applies for the term of the contract and three years thereafter.

In particular: the client's sample and reference documents, drawings, inspection and measurement data are confidential, are not used to train models, and are not transferred to third-party cloud services without a separate agreement in text form.

Excluded is information that is or becomes publicly known, was already known to the recipient, was independently developed by it, or must be disclosed by law or official order.

Where the Contractor processes personal data on the client's behalf in the course of performance, the parties conclude a separate data processing agreement under Art. 28 GDPR (Auftragsverarbeitungsvertrag) before processing begins. That agreement is a standalone document; its terms are not incorporated into these AGB.

Automated extraction, classification and preparation produce probabilistic results. The Contractor warrants the agreed hit rate on the agreed test corpus (§ 4), not the correctness of every individual output.

Release, and technical and regulatory responsibility for documents and results that leave the client's organisation (e.g. Prüfprotokolle — inspection reports, EMPB/PPAP, conformity documentation), remain with the client. The client sets up a suitable release and control function for this purpose.

The Contractor is liable without limitation: for intent and gross negligence; for damage arising from injury to life, body or health; for fraudulently concealed defects; and under the Produkthaftungsgesetz (German Product Liability Act).

For simple negligence the Contractor is liable only for breach of a material contractual obligation (Kardinalpflicht — an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the client may regularly rely). In that case liability is limited to the damage foreseeable and typical for this type of contract at the time of conclusion, but in total to no more than €500,000 per occurrence and €1,500,000 per contract year. The per-occurrence cap corresponds to the cover sum of the Contractor's financial-loss liability insurance (Vermögensschadenhaftpflichtversicherung).

Otherwise liability for simple negligence is excluded. There is no blanket exclusion of consequential damage. For loss of data the Contractor is liable, subject to the preceding paragraphs, only to the extent that would also have occurred had the client carried out proper and regular data backups; the client is obliged to carry out regular backups in line with the state of the art.

The above liability rules also apply for the benefit of the Contractor's vicarious agents.

The Contractor's services are not provided for direct integration into weapons systems or their control unless separately agreed in text form. Documentation, inspection and administrative workflows of defence-sector suppliers do not fall under this exclusion.

Analysis and pilot are project contracts; they end on acceptance or full performance.

Ongoing operation (retainer) runs for an indefinite period and may be terminated by either party in text form with three months' notice to the end of a month. The right to extraordinary termination for good cause remains unaffected.

Events of force majeure that substantially impede or prevent the Contractor's performance (including natural disasters, war, labour disputes, official measures, large-scale outages of telecommunications or cloud infrastructure) entitle the Contractor to postpone performance by the duration of the impediment plus a reasonable restart period. If the impediment lasts longer than two months, either party may withdraw from the affected part of the contract.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Munich, provided the client is a merchant, a legal person under public law or a special fund under public law.

Amendments and additions to the contract require text form; this also applies to any waiver of this text-form requirement.

Should any provision of these AGB be or become invalid, the validity of the remaining provisions is unaffected; the statutory rule takes the place of the invalid provision. A severability clause has only limited effect in general terms and conditions; it does not replace a valid individual provision.

Version 1.0. As of 27 August 2026.