Terms and Conditions

1.1 These General Terms and Conditions (hereinafter "GTC") apply to all contracts between clever.legal GmbH (in formation), c/o BEMK Rechtsanwälte PartGmbB, Florianweg 1, 88677 Markdorf, Germany, represented by managing director Marc Ellerbrock (hereinafter "Provider"), and its customers (hereinafter "Customer"; collectively the "Parties") regarding the services rendered by the Provider.

1.2 These GTC apply exclusively to entrepreneurs (§ 14 BGB), legal entities under public law, and special funds under public law. Contracts with consumers (§ 13 BGB) are not concluded.

1.3 Conflicting, deviating, or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their applicability in text form. This also applies if the Provider renders services without reservation in knowledge of conflicting or deviating terms of the Customer.

1.4 These GTC, in their version valid at the time of contract conclusion, shall also apply as a framework agreement for all future contracts of the same type with the same Customer, without the Provider having to refer to them again in each individual case.

1.5 Note on pre-GmbH status: Until the registration of clever.legal GmbH in the commercial register, the Provider acts as a GmbH in formation. Upon registration, all contracts concluded until that point shall automatically take effect with the registered company.

2.1 The Provider renders services from the following service areas, each specified by individual offer, order confirmation, or service description:

• ›a) AI Training & Workshops (service contract, § 611 BGB) – practical training on the use of artificial intelligence in legal work processes, on-site or remote;
• ›b) AI Integration in law firms and legal departments (contract for work, § 631 BGB) – process analysis, setup, and connection of AI components (particularly LLMs, OCR, document AI) to the Customer's existing infrastructure;
• ›c) Lead Satellites and Online Marketing – conception, creation, and operation of specialized landing pages per legal area, search engine optimization (SEO/Local SEO), search engine advertising (SEA, Google Ads), and social media activities;
• ›d) Website and lead magnet creation (contract for work, § 631 BGB) – individual conception and technical implementation of websites, landing pages, and digital lead magnets;
• ›e) Provision of SaaS components and tools (e.g., Custom Intake AI, Auto-Drafting Engine), as separately agreed;
• ›f) Legal Alerts – curated information services on legally relevant developments.

2.2 The specific scope of services is determined exclusively by the agreements in the respective order confirmation, offer, or service description. Advertising, marketing, and sales materials of the Provider (particularly content on the website www.clever.legal) do not constitute quality or durability guarantees.

2.3 Statistical data, benchmarks, or key figures (e.g., regarding time savings, conversion rate, cost-per-acquisition, accuracy values) are non-binding empirical values and do not constitute guaranteed properties or guaranteed outcomes.

2.4 The Provider is entitled to engage subcontractors and vicarious agents for service delivery.

3.1 The Provider is not a lawyer and does not provide legal services within the meaning of the German Legal Services Act (RDG). All services, particularly AI-powered functions such as document analysis, contract review, auto-drafting, Custom Intake AI, as well as training and consultations, serve exclusively the technical, organizational, and marketing-related support of the Customer.

3.2 The use of services does not establish an attorney-client relationship between the Provider and the Customer or third parties. No legal review, advice, or representation is provided by the Provider.

3.3 The Customer is solely responsible for the legal review, evaluation, and use of all content generated or supported by the Provider's services (particularly briefs, contracts, contract drafts, client communications). The Customer ensures compliance with all applicable professional obligations (particularly BRAO, BORA, FAO, RVG, confidentiality obligations, prohibitions on representing conflicting interests) and data protection requirements.

3.4 Where results of AI-assisted processing are provided, the Provider notes that these may be erroneous, incomplete, or outdated. The Customer is obligated to have all results reviewed and approved by a lawyer before further use.

4.1 Presentations of services on the Provider's website and in other media do not constitute a binding offer, but rather an invitation to submit an offer (invitatio ad offerendum).

4.2 Customer inquiries via the contact form, email, or telephone are non-binding for the Provider. Individual offers from the Provider are binding for 14 days from their date, unless otherwise indicated.

4.3 The contract is concluded upon order confirmation in text form by the Provider, or at the latest upon commencement of service delivery.

5.1 The Customer shall provide the Provider in a timely, complete, and suitable manner with all information, documents, content, access credentials, technical interfaces, and cooperation services necessary for service delivery. The Customer shall designate a binding contact person with decision-making authority.

5.2 The Customer is obligated to keep access credentials provided to them confidential and to protect them from unauthorized third-party access.

5.3 The Customer warrants that content provided by them (texts, images, logos, data) is free from third-party rights or that they hold the necessary usage rights. The Customer shall indemnify the Provider on first demand against third-party claims asserted due to infringement of rights in such content, including reasonable costs of legal defense.

5.4 Delays attributable to a breach of cooperation obligations shall not be to the detriment of the Provider. Deadlines and timelines shall be extended accordingly; demonstrably incurred additional expenses may be invoiced separately by the Provider.

6.1 Deadlines and timelines are only binding if expressly agreed as binding in text form.

6.2 For work services, acceptance occurs after delivery of the work. If the Customer does not refuse acceptance in text form, specifying concrete defects, within 14 calendar days after delivery, the work shall be deemed accepted. The Provider shall specifically notify the Customer of this consequence upon delivery.

6.3 The commissioning or productive use of the work by the Customer shall also constitute acceptance.

6.4 For the provision of online services, the targeted availability is 99% on an annual average, measured during the agreed service times. Maintenance work, force majeure, disruptions outside the Provider's area of responsibility (e.g., at third-party providers, internet service providers, hosts, interfaces such as beA), and causes attributable to the Customer shall not be considered. No availability guarantee beyond this is assured unless expressly agreed otherwise.

7.1 All prices are in euros plus the applicable statutory value-added tax.

7.2 Remuneration is based on the agreement made in the order confirmation or offer. Unless otherwise agreed, billing is as a one-time payment per service; for ongoing services (particularly SEO, performance marketing, hosting, tool provision, Legal Alerts), billing occurs in monthly or agreed regular intervals.

7.3 The Provider is entitled to invoice a reasonable deposit or advance payment before commencing service delivery.

7.4 Third-party costs (particularly media budgets for SEA/Social Ads, license costs for tools, hosting, domains) are shown separately and either paid directly by the Customer to the third-party provider or advanced by the Provider on behalf of the Customer and passed through at cost.

7.5 Invoices are due for payment without deduction within 14 calendar days from the invoice date. The Customer is in default without further notice if payment is not made within this period.

7.6 In the event of default, the Customer owes interest at 9 percentage points above the base rate and a flat default fee of EUR 40.00 (§ 288 BGB). The right to claim further damages is reserved.

7.7 The Customer may only set off or exercise a right of retention if the counterclaim has been established by final judgment, is undisputed, or has been acknowledged by the Provider.

8.1 Insofar as the Provider creates copyrighted works (e.g., concepts, texts, designs, code, training materials, templates) in the course of contract performance, upon full payment of the agreed remuneration, the Provider grants the Customer the simple, temporally and geographically unrestricted right to use these works for the contractually agreed purposes. Transfer to third parties or use beyond the contractual purpose requires a separate agreement in text form.

8.2 Until full payment of remuneration, all usage rights remain with the Provider; use by the Customer is only permitted on a revocable basis until then.

8.3 The Provider retains all rights to standardized components, frameworks, tools, prompts, models, libraries, and methods used for service delivery that were not developed exclusively for the Customer. The Customer only receives a simple right of use within the scope of the contractual purposes.

8.4 The Provider is entitled to name publicly known or Customer-approved projects for reference purposes and to use the Customer's logo for this purpose, unless the Customer objects in text form.

9.1 The Provider uses third-party AI components (e.g., Large Language Models, OCR services) for service delivery. The Customer acknowledges that AI systems, due to their probabilistic nature, may produce erroneous, incomplete, biased, or outdated results. The Provider does not guarantee the substantive accuracy, completeness, or timeliness of AI-generated content.

9.2 Insofar as the Provider provides or integrates interfaces to third-party providers (e.g., beA, search engines, social media platforms, hosting providers, payment service providers), the terms and availability of these third-party providers additionally apply. The Provider assumes no liability for their services, availability, or data protection practices.

9.3 The Customer is obligated to independently verify the professional and data protection law permissibility before transmitting case-related or personal data to AI components, to obtain necessary consents, and to conclude appropriate data processing agreements with the Provider and/or the engaged third parties.

10.1 The Parties undertake to keep confidential all confidential information of the other Party that becomes known to them during contract initiation and performance (particularly business and trade secrets, client data, economic and technical information) and to use it only for the purposes of contract performance.

10.2 This obligation applies for a period of five years after the end of the contract, unless statutory confidentiality obligations (particularly the attorney-client privilege of the Customer) provide for a longer period.

10.3 A separate non-disclosure agreement (NDA) may be concluded at the Customer's request.

11.1 The Parties comply with the applicable data protection regulations, particularly the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Details on the processing of personal data by the Provider can be found in the privacy policy at https://www.clever.legal/datenschutz.

11.2 Insofar as the Provider processes personal data on behalf of the Customer within the scope of its services (particularly for AI integration, lead processing, hosting), the Parties shall conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins.

12.1 For work services, the Customer has the statutory defect rights, unless otherwise provided below. The limitation period for defect claims is twelve months from acceptance; § 13 of these GTC remains unaffected.

12.2 For justified defect notices, the Provider shall first provide subsequent performance at its choice by remedying the defect or producing a new work. If subsequent performance fails twice, is unreasonable, or the Provider seriously and definitively refuses it, the Customer may reduce the price or withdraw from the contract.

12.3 Damage claims exist only in accordance with § 13.

12.4 For services (e.g., training, ongoing consulting), the Provider owes professional performance but not a specific outcome.

13.1 The Provider is liable without limitation for intent and gross negligence, for damages resulting from injury to life, body, or health, within the scope of an expressly assumed guarantee, and under the provisions of the Product Liability Act.

13.2 In the case of slightly negligent breach of material contractual obligations (cardinal obligations – obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner may regularly rely), the Provider's liability is limited to the foreseeable, contract-typical damage. The foreseeable, contract-typical damage is limited in total to the net remuneration agreed for the respective order for the last twelve months, but not exceeding EUR 50,000.00 per claim.

13.3 Otherwise, the Provider's liability – regardless of legal basis – is excluded.

13.4 The Provider is specifically not liable for:

• ›(i) lost profits, missed client acquisition, missed conversions, reputational damage;
• ›(ii) damages resulting from inadequate data backup by the Customer;
• ›(iii) damages based on incorrect inputs or impermissible use of tools/results by the Customer;
• ›(iv) damages from failure to review AI-generated content before use by the Customer;
• ›(v) damages resulting from the Customer’s non-compliance with professional or data protection obligations;
• ›(vi) outages or errors of third-party systems (e.g., beA, Google, Meta, hosting providers).

13.5 The above liability limitations also apply in favor of the Provider's legal representatives, employees, and vicarious agents.

14.1 For contracts regarding one-time services (workshops, website creation, project-based integration), the contract ends upon complete delivery of the service.

14.2 Contracts for ongoing services (particularly online marketing, SEO, SEA, social media, tool provision, Legal Alerts) have, unless otherwise agreed, a minimum term of three months and thereafter continue for an indefinite period. They may be ordinarily terminated by either Party with one month's notice to the end of the month.

14.3 The right to extraordinary termination for good cause remains unaffected.

14.4 Terminations require text form.

Events of force majeure that materially impede or render impossible the Provider's service delivery entitle the Provider to postpone performance for the duration of the impediment. Force majeure includes in particular strikes, lockouts, pandemics, government orders, cyber-attacks, prolonged failures of telecommunications or energy networks, and failures of essential third-party services beyond the Provider's control. If the impediment lasts longer than three months, either Party is entitled to terminate.

16.1 The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-laws rules of private international law.

16.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is – to the extent legally permissible – the registered office of the Provider. The Provider is also entitled to sue the Customer at the Customer's general place of jurisdiction.

16.3 The place of performance for all services is the registered office of the Provider.

16.4 Amendments and supplements to these GTC as well as individual agreements require text form to be effective. This also applies to the waiver of this text form requirement.

16.5 The Provider is entitled to amend these GTC with future effect, insofar as this is necessary for legal, technical, or economic reasons and does not unreasonably disadvantage the Customer. The amendment shall be communicated to the Customer in text form. If the Customer does not object to the amendment within six weeks of receipt of the notification, this shall be deemed consent. The Customer shall be specifically advised of the significance of silence in the notification.

16.6 Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by the valid and enforceable provision whose economic effect comes closest to that of the invalid or unenforceable provision.