§ 1 Scope
(1) These Terms and Conditions apply to all contracts between Fabian Ilg, acting as "Lucid AI Labs" (hereinafter "Contractor"), and the Client regarding the provision of AI-supported software services, in particular the voice agent service as well as consulting and implementation services.
(2) General terms and conditions of the Client apply only insofar as the Contractor has expressly agreed to them in writing.
(3) The Client confirms that it concludes the contract exclusively in the exercise of its commercial or independent professional activity (§ 14 BGB); a right of withdrawal pursuant to §§ 312 ff. BGB does not exist. Insofar as the Client operates as an individual practice (freelancer), it separately confirms in the onboarding portal that the engagement of the voice agent service serves the organisation and administration of its practice and no private purpose (cf. BGH, judgment of 29.06.2017 – III ZR 353/16). This separate confirmation is logged with a timestamp.
§ 2 Subject Matter of the Contract
(1) The subject matter of the contract is the provision and operation of an AI-supported telephone reception agent ("Voice Agent") for the purposes specified in more detail in the main contract. Scope of functions: answering incoming calls, transcription of the spoken word, answering frequent questions, scheduling and rescheduling of appointments, escalation to a human.
(2) The Voice Agent provides no diagnosis, performs no triage and gives no medical assessments. For any substantive medical concern, an escalation to a human takes place.
(3) In medical emergencies, the caller is referred to the emergency number 112 (§ 164 TKG). The Contractor has no obligation to provide treatment or emergency assistance.
§ 3 Conclusion of the Contract
(1) The contract is concluded by acceptance of a specific offer or by signing the main contract. Acceptance of these Terms and Conditions as well as of the data processing agreement (DPA, see /avv) takes place in the onboarding portal by clickwrap with timestamp logging.
(2) Within the scope of onboarding, the Client confirms: company name, address, tax number / VAT ID (if available), entrepreneur status pursuant to § 14 BGB.
§ 4 Services of the Contractor
(1) The Contractor provides the Voice Agent in accordance with the configuration agreed in the main contract (language, opening hours, escalation paths, FAQ content).
(2) Maintenance, updates and security patches are carried out on an ongoing basis; planned maintenance windows are announced at least 48 hours in advance and, where possible, fall outside the practice's peak hours.
(3) The Contractor is entitled to make use of the sub-processors listed in the DPA for the performance of this contract.
§ 5 Client's Duties to Cooperate
- Provision of up-to-date master data of the practice (opening hours, staff, treatment FAQ, escalation contacts).
- Own clinic-side privacy policy with a supplementary notice regarding the Voice Agent (template provided by the Contractor).
- Own API keys (insofar as provided for by the main contract) and their secure safekeeping.
- Notification of relevant changes (e. g. new treatment areas) within 14 days.
§ 6 Availability / Service Level
(1) The Contractor owes an availability of 99 % per calendar month. The following do not count as downtime: (a) announced maintenance windows (cf. § 4 para. 2), (b) events of force majeure (§ 12), and (c) demonstrable outages at sub-processors, insofar as these are attributable to force majeure or an event for which the Contractor is not responsible within the meaning of § 276 BGB and the Contractor has taken all reasonable measures to avoid and remedy them. A general exemption for the regular operation of core sub-processors does not take place.
(2) If the agreed availability is not met, the Client is entitled to a percentage credit of the monthly remuneration in the ratio of the hours lost to the total monthly time. Further-reaching claims remain unaffected by § 11.
§ 6a Performance Guarantee
(1) The Contractor grants a 60-day performance guarantee from go-live. The "go-live" is deemed to be the date on which the telephone number designated in the main contract is first routed productively to the Voice Agent by the Contractor. The Contractor confirms the completion of the go-live without undue delay in text form (email) to the Client. From the dispatch of the confirmation, the Client has three working days to verify the functionality by means of a test call and to object to any specific malfunctions in text form. If no objection is made within this period, the go-live is deemed to have taken effect with the date stated in the confirmation.
(2) The performance guarantee is fulfilled if, in the first 60 days after go-live, the Voice Agent answers and logs in the system at least 85 % of the calls actually incoming during the practice's regular after-hours stored within the scope of onboarding. If the Voice Agent does not achieve this success rate within the guarantee period, the Contractor must be given an opportunity to remedy before a refund; for this purpose, the Contractor has a period of 30 days from gaining knowledge. Only in the event that the remedy fails within this period or is impossible from the outset, the Contractor refunds to the Client, upon the Client's request in text form, the full setup fee (if charged) as well as all paid monthly amounts of the first 60 days. The obligation to refund lapses if the failure to achieve the success rate pursuant to sentence 1 is based exclusively on the fact that fewer than 15 calls were received in total during the after-hours.
(3) An incoming call during the after-hours within the meaning of paragraph 2 is any call that reaches the Voice Agent at a time that lies outside the practice's regular telephone hours stored within the scope of onboarding (after-hours times). For the counting of the answered and logged calls, the call logs generated by the Contractor's system (database field outcome = 'after_hours') are decisive. The Contractor provides the Client monthly, as well as upon the Client's legitimate request in text form, with a machine-readable itemised call record (CSV or comparable format) which contains, for each call received during the after-hours, at least the timestamp of receipt, a masked telephone number of the caller, the call duration and the recorded outcome. The Client is entitled to reconcile these records with its own call records from its telephone provider. In the event of a substantiated objection by a party regarding a material deviation of the documented call numbers, the party relying on the deviation bears the burden of presentation and, where applicable, the burden of proof. If the parties do not reach agreement, an independent expert person jointly appointed by both parties may be commissioned with the determination of the actual call number. The costs of this determination are borne by the Contractor upon confirmation of a material deviation, otherwise by the Client.
(4) The refund claim pursuant to paragraph 2 exists only insofar as the Client has not intentionally or grossly negligently breached its essential contractual duties to cooperate. Such a breach exists in particular if the opening hours of the practice stored within the scope of onboarding were recognisably incorrect or incomplete for longer than five working days or if the routed telephone number is intentionally or permanently withdrawn from the connection to the Voice Agent. Short-term, technically caused interruptions of the routing function of no more than 24 hours do not count as a breach of duty. Calls that could not be answered or logged exclusively due to a not merely insignificant disruption or capacity limitation of a sub-processor documented by the Contractor (in particular of the voice, transcription or telephony service provider; cf. § 6) remain entirely disregarded in the calculation of the success rate pursuant to paragraph 2 (neither as a received nor as a non-answered call). The Contractor documents such disruptions with period and cause and presents this documentation to the Client upon request.
(5) The refund claim pursuant to paragraph 2 must be asserted within 30 days after expiry of the 60-day guarantee period in text form (email), stating the contractual telephone number and the specific facts, to [email protected]. The refund is made within 14 days of receipt of a complete and justified request to an account designated by the Client.
(6) The performance guarantee applies in addition to the Client's statutory warranty rights; it does not replace them and does not restrict them (§ 443 BGB guarantee of quality).
§ 7 Remuneration and Payment
(1) The remuneration is governed by the main contract. It is due for payment monthly in advance, due within 14 days from invoicing.
(2) As long as the Contractor is a small business within the meaning of § 19 UStG (German VAT Act), no value added tax is charged. Upon a change to standard taxation, the Client is informed 30 days in advance; all invoices from the change onward show the statutory value added tax.
(3) In the event of default of payment, default interest accrues pursuant to § 288 para. 2 BGB (B2B: 9 percentage points above the base rate). In addition, the Contractor may demand a flat-rate default cost lump sum of 40 € pursuant to § 288 para. 5 BGB.
§ 8 Term and Termination
(1) The contract is concluded for a minimum term of 12 months. It is extended by a further 12 months in each case unless it is terminated in text form with a notice period of 4 weeks to the end of the term.
(1a) Founding Programme (divergent provision): For contracts concluded within the scope of the Founding Programme (beta tariff for the first pilot practices), divergent from paragraph (1), no minimum term and no automatic extension apply. The contract is billed monthly and can be terminated by the Client at any time to the end of the current billing month with a notice period of 14 days in text form to [email protected] or via the customer portal (Stripe Billing). A change from the Founding tariff to a regular tariff (Starter, Standard, Premium) takes place only with the express consent of both parties; with the change, the regular term conditions pursuant to paragraph (1) apply.
(2) The right to extraordinary termination for good cause (§ 314 BGB) remains unaffected. Good causes are in particular: sustained availability breach (< 90 % in one quarter), serious data protection incident, default of payment > 30 days despite reminder.
(3) Terminations can be declared in text form by email to [email protected] or via the customer portal of the payment provider (Stripe Billing Customer Portal; link is provided after conclusion of the contract).
§ 9 Data Protection
(1) With regard to the personal data that the Contractor processes on behalf of the Client, the separate data processing agreement (DPA) applies.
(2) The Contractor's own data processing (contract data, invoicing data) is subject to the privacy policy.
§ 10 Confidentiality
Both parties undertake to maintain confidentiality of all information about the other party obtained within the scope of the performance of the contract (in particular business internals, technical specifications, patient context). The obligation continues for a further five years beyond the end of the contract.
§ 11 Liability
(1) The Contractor is liable without limitation in cases of intent and gross negligence. In cases of simple negligence, it is liable only for the breach of essential contractual duties (cardinal duties); in this case, liability is limited in amount to the contractually typical foreseeable damage, but at most to the remuneration paid by the Client in the past 12 months.
(2) The limitation of liability does not apply to damages arising from injury to life, body or health (§ 309 No. 7 BGB as a benchmark) as well as to damages for which liability is mandatory under the Product Liability Act.
(3) A professional liability insurance with an insured sum of 500,000 € (Hiscox IT liability) exists and is evidenced upon request.
§ 12 Force Majeure
Neither party is liable for breaches of duty attributable to force majeure (natural disasters, war, official interventions, strikes of third parties, major disruptions at sub-processors). The affected party informs the other party without undue delay.
§ 13 Changes to These Terms and Conditions
(1) Changes to these Terms and Conditions are communicated to the Client at least 6 weeks before the planned entry into force in text form; the amended version is at the same time made available for retrieval in the onboarding portal.
(2) The change becomes effective only if the Client expressly consents to it. Consent can be given by clickwrap confirmation in the customer or onboarding portal and is logged with a timestamp. A fiction of consent through silence does not take place (cf. BGH, judgment of 27.04.2021 – XI ZR 26/20).
(3) If the Client does not consent to the change, the contractual relationship continues unchanged on the previous conditions for the current contract period. The Contractor is in this case entitled to ordinarily terminate the contractual relationship to the expiry of the current contract period with a notice period of 4 weeks (termination by amendment).
(4) Insofar as a change takes account of mandatory statutory requirements (in particular data protection, telecommunications or AI-law obligations) and does not mean a shift of the performance-consideration ratio to the detriment of the Client, it becomes effective even without separate consent, insofar as this is necessary for the fulfilment of the statutory obligation.
§ 14 Final Provisions
- German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
- The place of jurisdiction is, insofar as legally permissible, the registered office of the Contractor (Local Court Regensburg / Amtsgericht Regensburg).
- Should a provision of these Terms and Conditions be invalid, the validity of the remaining provisions remains unaffected. In place of the invalid provision, the statutory regulation applies.