General Terms and Conditions for Business Clients (B2B Terms)

This is a courtesy translation. The German-language version is legally binding.

§ 1 Scope and general provisions

(1) These General Terms and Conditions (B2B Terms) apply to all contracts between Elias Reiche, trading under the business name "Law Flow", Neu Hohenvier 9, 16928 Groß Pankow, reachable at www.law-flow.de (hereinafter "Law Flow"), and his business clients. The scope of services and the fees follow from the respective offer together with the service description and from § 2 of these B2B Terms.

(2) These B2B Terms apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law, in particular to law firms, professional practice companies and companies with in-house legal departments. They do not apply to consumers within the meaning of § 13 BGB.

(3) Terms and conditions of the client that deviate from, conflict with or supplement these B2B Terms do not become part of the contract unless Law Flow expressly consents to their application in text form. Neither silence nor the provision of services without reservation counts as consent. Individually negotiated agreements between the parties, in particular a confidentiality agreement under § 9(2) or a data processing agreement under § 13(2), remain unaffected and take precedence over these B2B Terms.

(4) The language of the contract is German. Contractual declarations, approvals, notices of termination and other legally relevant communications may be made in text form unless a stricter form is prescribed by law or by these B2B Terms.

(5) The version of these B2B Terms expressly designated at the time the contract is concluded applies. Amendments to these B2B Terms apply only to future contracts and additional engagements unless expressly agreed otherwise in text form.

(6) By placing an order, the person placing it confirms that they have the capacity and the authority to act for the client and that they are of full legal age. Law Flow may rely on the existence of that authority until the contrary is shown; the statutory liability of a person acting without authority to represent (§ 179 BGB) remains unaffected.

§ 2 Subject matter of the contract and types of service

(1) The contracts cover consulting, configuration and implementation support services in the field of artificial intelligence (AI) and cloud infrastructure for law firms, legal departments and other business clients, in particular: (a) design and setup of AI infrastructure (for example based on AWS Bedrock, the language model service of the Amazon Web Services cloud platform), including account, access and security configuration (for example multi-factor authentication, permission management, network connectivity, choice of region); (b) configuration of local working environments and their connection to cloud services; (c) creation and optimization of AI workflows, knowledge and document management, retrieval augmented generation (RAG: the model looks things up in stored documents before answering) and prompt engineering (systematically shaping the inputs given to the model); (d) training, adoption support and technical and organizational compliance and risk support. The specific scope follows from the respective offer and the service description.

(2) Law Flow's services are, as a rule, services within the meaning of §§ 611 et seq. BGB. No particular result is owed; this applies in particular to any given saving in efficiency, time or cost, to any given quality, accuracy or availability of AI outputs, and to any given commercial outcome. Sample and model calculations in offers or information materials are illustrative and constitute neither an agreement on quality nor a guarantee. Responsibility for the project and its success lies with the client.

(3) Work results in the sense of a contract for work are owed only where they have been expressly agreed as a specific, clearly delimited work result; for the rest of the contractual relationship, the classification as a service contract remains. For agreed work results of that kind the following applies: acceptance is deemed to have taken place if the client does not give notice of substantiated defects in text form within ten working days of receiving the notice of completion; immaterial defects do not entitle the client to refuse acceptance. In the notice of completion, Law Flow expressly points out when this period starts, how long it runs and what happens once it expires.

(4) Law Flow provides its services taking into account the state of the art recognised at the time the contract is concluded, in accordance with the principles of proper professional practice and to the best of its knowledge and belief.

§ 3 No legal services; responsibility of the client

(1) Law Flow provides general consulting and technical implementation support, but no legal advice and no legal services within the meaning of the German Legal Services Act (Rechtsdienstleistungsgesetz, RDG). Guidance on professional-conduct requirements, data protection requirements or other legal conditions is general and technical or organizational in nature and does not replace a legal review of the individual case.

(2) No particular compliance with professional-conduct rules, no particular level of data security and no particular result are warranted. Responsibility for complying with professional-conduct obligations (in particular §§ 43a, 43e BRAO and § 203 StGB), data protection obligations (in particular the GDPR and the BDSG) and other regulatory requirements remains with the client. It is for the client to assess on its own responsibility whether using the systems set up is compatible with its legal obligations, obtaining its own legal or data protection advice where necessary.

(3) Drafting or reviewing mandatory legal texts, internal policies or comparable documents is owed only where this has been expressly agreed; even then it is professional and organizational support without a legal review of the individual case. Law Flow may integrate texts provided or approved by the client on the technical side without reviewing whether they are legally correct.

§ 4 Third-party providers, cloud services and AI systems

(1) Law Flow's services build on third-party services and software, in particular cloud and AI services (for example Amazon Web Services, Anthropic) as well as software and model providers. Law Flow has no influence on their availability, functionality, model versions, interfaces (APIs), prices, quotas, regions, certifications or contractual and usage terms. Changes to, restrictions on or discontinuation of such services, including the retirement of models or features, do not constitute a breach of duty by Law Flow. Any adjustments this makes necessary count as additional work within the meaning of § 6, unless they are expressly covered by the agreed scope of services, and are carried out only after approval.

(2) Generative AI systems do not work deterministically (the same input can lead to different outputs). Outputs can be inaccurate or incomplete and can differ depending on the input, context, configuration and model version. Law Flow owes neither a particular quality, accuracy or reproducibility of AI outputs nor their suitability for a particular case. The client ensures that AI outputs are reviewed by qualified people before they are used, in particular in client matters or legal work.

(3) Accounts with cloud providers and other third parties (in particular AWS accounts) are held in the name and for the account of the client unless expressly agreed otherwise. The client is responsible for its accounts, payment methods and verifications, and for all usage fees charged by the providers. Such fees are not remuneration for Law Flow and are settled directly between the client and the provider. Law Flow receives only the roles and access rights required to provide the services.

(4) Availability, support and security commitments for third-party services are governed exclusively by the terms of the respective provider. Law Flow owes no availability of third-party services and, unless expressly agreed, no ongoing operation, maintenance or monitoring of the systems set up.

§ 5 Subcontractors

(1) Law Flow may engage subcontractors to perform its contractual obligations. Subcontractors who are to receive access to the client's confidential information or personal data are engaged only with the client's prior consent in text form and are first bound to confidentiality at least to the extent that applies between the parties, including under any confidentiality agreement pursuant to § 9(2).

(2) Law Flow remains responsible to the client for proper performance. No contractual relationship arises between the client and subcontractors.

§ 6 Additional services and additional work

(1) Services outside the agreed scope, in particular additional workflows, extensions, adjustments following changes at third-party providers and additional training, are remunerated separately. Scope and conditions follow from the offer applicable at the time or from a separate agreement in text form. Additional work is performed and charged only once the client has approved it in advance in text form.

(2) Two rounds of revisions are included in the scope of services for each agreed, clearly delimited work result, unless expressly agreed otherwise; further rounds count as additional work.

§ 7 Approvals

(1) Interventions in the client's production systems, the setup or activation of chargeable third-party services, and configuration changes affecting security or data access are carried out only with the express approval of the client or of a person named by the client with authority to decide.

(2) For other work results and measures the following applies: if Law Flow expressly asks the client for approval in text form and separately points out the legal consequence of silence, approval is deemed granted if the client does not object or communicate change requests within seven calendar days of receipt. This deemed approval does not apply to measures under paragraph 1.

§ 8 Obligations of the client to cooperate

(1) The client provides all information, documents, access, approvals and decisions required to perform the services in good time, in full and in a suitable digital form. It names a contact person with authority to decide and answers Law Flow's queries within seven working days at the latest. Law Flow may assume that the information provided is complete, accurate and up to date unless there are obvious indications to the contrary.

(2) Before Law Flow makes changes to the client's existing systems, the client must carry out a complete backup appropriate to the risk.

(3) If required cooperation is not provided, Law Flow may suspend the affected services and extend agreed deadlines appropriately; the claim to remuneration remains in place to the extent that Law Flow is still able to provide the services and is not responsible for the missing cooperation. Additional work caused by missing or delayed cooperation may be charged separately under § 6.

(4) The client is responsible for the data it enters, or has entered, into the systems set up. In particular, it ensures that data relating to client matters and personal data are processed only within the limits of its legal authority. The client provides Law Flow with an address at which legal process can be served and keeps it up to date.

§ 9 Confidentiality, professional secrecy and access credentials

(1) Each party treats the other party's confidential information, in particular trade secrets, strategies, documents and data, as confidential, uses it solely to perform the contract and does not pass it on to unauthorised third parties. This obligation continues beyond the end of the contract for as long as, and to the extent that, the information in question is neither obvious nor publicly available.

(2) Where, in the course of providing its services, Law Flow may come to know facts that are subject to attorney confidentiality, the parties conclude a separate confidentiality agreement (annex) before the relevant services begin. That agreement takes account of the requirements of § 43e BRAO and binds Law Flow to confidentiality as a contributing person within the meaning of § 203(3) and (4) StGB. In the event of conflicts, the confidentiality agreement takes precedence over these B2B Terms.

(3) Law Flow uses access credentials it receives solely for the agreed purpose, keeps them secret, stores them in a secured password manager and deletes them without undue delay once they are no longer needed. For the access it provides, the client uses multi-factor authentication where available and informs Law Flow without undue delay if it suspects a compromise. Both parties transmit sensitive data in encrypted form where possible.

§ 10 Remuneration and payment

(1) The remuneration, in particular flat fees and hourly rates, follows from the respective offer. Unless expressly stated otherwise, all fees are net amounts plus value added tax at the applicable statutory rate.

(2) Unless the offer provides otherwise, one-off flat fees are due in advance and payable within ten working days of the invoice date. Law Flow may make the start of work conditional on receipt of payment. Unless agreed otherwise, time-based remuneration is invoiced monthly in arrears on the basis of the time actually spent and is due within 14 days of the invoice date; billing is pro rata for each 15 minutes commenced.

(3) In the event of late payment, the statutory consequences of default in business transactions apply, in particular default interest of nine percentage points above the base rate and the flat fee of 40 euros for payment claims (§ 288(5) BGB). Once a reasonable grace period has expired without payment, Law Flow may suspend further services until the outstanding amounts due have been settled.

(4) Law Flow may send invoices electronically, including as structured electronic invoices (e-invoices). There is no entitlement to a paper invoice.

(5) The client may withhold payment on account of defects only to an extent proportionate to the defect and only where the defect is beyond doubt.

§ 11 Rights of use

(1) Each party retains, to the extent of its own contribution, all rights to know-how, methods, concepts, templates, workflows, prompts, scripts and libraries that existed beforehand or were developed or further developed in the course of the collaboration. Rights to open source, font, stock or other third-party licenses used remain with the respective rights holders; their license terms take precedence.

(2) Once the fees due have been paid in full, the client receives a non-exclusive, non-transferable right of use, unlimited in time and territory, to the work results created individually for it and handed over, including the configurations and workflows set up in its environment, for internal use as intended, including modification and further development. This right of use continues after the contract ends. Sub-licensing, passing on to third parties or exploitation vis-à-vis third parties requires Law Flow's prior consent in text form; use by the client's professionals, staff and processors within its business operations counts as internal use.

(3) Law Flow does not owe the release of internal working files, raw data, calculations, internal notes or of prompts, automations and scripts that were not handed over, unless this has been expressly agreed. What must be handed over are the final work results agreed in the offer and any documentation required for use as intended, to the extent its creation has been agreed.

§ 12 Use of AI by Law Flow

(1) Law Flow may itself use AI tools to provide its services. The client's confidential information and personal data are entered into AI tools only where this is necessary to provide the services, a suitable legal basis exists and appropriate technical, organizational and contractual safeguards are in place. Conflicting requirements under a confidentiality agreement pursuant to § 9(2) and documented instructions from the client take precedence.

(2) Where this can be controlled contractually or technically for the tool in question, Law Flow uses AI tools in such a way that client data is not used to train external models. Work results produced with AI support are reviewed by a human at Law Flow before they are handed over.

§ 13 Data protection

(1) Each party is itself responsible for the processing of personal data it carries out on its own responsibility. The client is responsible for the lawfulness of the personal data, content, access and instructions it provides and ensures that the necessary legal bases, information notices and consents are in place.

(2) Where Law Flow processes personal data on behalf of the client (Art. 28 GDPR), the parties conclude a data processing agreement before the processing begins. Purely advisory or configuration services without access to personal data generally do not constitute processing on behalf of a controller; the parties document the respective allocation of roles separately where needed.

(3) Subcontractors that process personal data on behalf of a controller are engaged only in compliance with data protection requirements. Statutory retention and documentation obligations remain unaffected.

§ 14 Compliance and permitted use

(1) The client is responsible for the content, data and instructions it provides or approves. Using Law Flow's services for unlawful purposes, to infringe third-party rights or in breach of the terms of use of the providers deployed is prohibited.

(2) Law Flow may refuse instructions or individual assignments, or suspend their execution, where there are concrete indications of legal violations, breaches of provider terms, significant security risks or an insufficient factual basis. Claims to remuneration for services already provided remain unaffected.

§ 15 Defective performance

(1) If Law Flow provides services that do not conform to the contract or that are faulty, Law Flow is entitled and obliged to provide them again within a reasonable period at no additional cost. The client should report identifiable defects in text form without undue delay, if possible within two weeks of becoming aware of them, and set Law Flow a reasonable deadline for re-performance.

(2) If re-performance ultimately fails for reasons for which Law Flow is responsible, the client may terminate the contract for cause or reduce the remuneration appropriately. The client's statutory rights remain unaffected unless they are effectively limited in these B2B Terms.

§ 16 Liability

(1) Law Flow is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, where a guarantee has been assumed, and under mandatory law, including the German Product Liability Act.

(2) In cases of ordinary negligence, Law Flow is liable only for the breach of material contractual obligations, that is, obligations whose performance makes the proper execution of the contract possible in the first place and on whose observance the client may regularly rely (cardinal obligations), and then limited in amount to the damage typical of this type of contract and foreseeable at the time the contract was concluded.

(3) For loss of data, Law Flow is liable in cases of negligence only to the extent that the damage would also have occurred had the client performed a proper backup appropriate to the risk. Paragraph 1 remains unaffected.

(4) For lost profits, savings not realized and indirect and consequential damage, Law Flow is liable only within the limits of the paragraphs above and only to the extent that such damage was foreseeable when the contract was concluded. Any contributory negligence on the client's part reduces the claim.

(5) Law Flow is not liable for disruptions, changes, blocks or other measures by third-party providers, in particular cloud and model providers, unless Law Flow caused them intentionally or through gross negligence.

§ 17 Indemnification

The client indemnifies Law Flow against third-party claims to the extent that these are based on content, data, information, approvals or instructions provided by the client or on other breaches of duty for which the client is responsible. The indemnity covers the reasonable and necessary costs of legal defense. The client informs Law Flow without undue delay of third-party claims asserted against it; Law Flow gives the client a reasonable opportunity to take part in the defense.

§ 18 Term and termination

(1) The term follows from the respective offer. Contracts for one-off services end once those services have been provided; they may be terminated early only for cause.

(2) Ongoing service relationships with no fixed term may be terminated by either party at any time in text form with two weeks' notice to the end of the month.

(3) The right to terminate for cause remains unaffected. Cause exists for Law Flow in particular where the client materially breaches its obligations or, despite a reminder and a reasonable grace period, is in default of payment with a not insignificant amount.

(4) Services provided and approved work incurred up to the end of the contract remain subject to remuneration.

(5) Notices of termination may be addressed to: Elias Reiche (Law Flow), Neu Hohenvier 9, 16928 Groß Pankow, or sent by email to info@law-flow.de.

§ 19 Force majeure

Neither party is liable for failing to perform its obligations to the extent that this is due to events beyond its reasonable control (force majeure), in particular natural disasters, war, pandemics, official orders, large-scale network or power outages, cyber attacks that occur without fault despite industry-standard security measures, or prolonged outages of third-party services or APIs. The affected party informs the other party without undue delay and takes reasonable steps to mitigate the damage. §§ 275, 313 BGB remain unaffected.

§ 20 Final provisions

(1) Individual agreements always take precedence over these B2B Terms. Mandatory statutory form requirements remain unaffected; the text form requirement in these B2B Terms does not apply to individual agreements within the meaning of § 305b BGB.

(2) The client archives the contract documents provided to it itself; Law Flow does not owe permanent storage of the contract text unless it has expressly promised to do so.

(3) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The statutory provisions apply to the place of jurisdiction.

(4) The client may not assign claims arising from the contract to third parties without Law Flow's prior consent in text form (§ 399 BGB), unless mandatory law provides otherwise; § 354a HGB remains unaffected. The client may set off only against undisputed counterclaims, counterclaims established by final court decision or ready for decision, and counterclaims arising from the same contractual relationship.

(5) Should a provision of these B2B Terms be or become invalid, the validity of the remaining provisions remains unaffected.