Terms & Conditions

(1) The General Terms and Conditions accepted by both contracting parties govern the business relationship between AI Scaling Consulting, LLC, represented by Fabian Elias Merbouh, 2880 W Oakland Park Blvd, Suite 225C, Oakland Park, 33311 Florida, hereinafter referred to as „Provider“, and the customers, hereinafter referred to as „Customers“, as a service contract within the meaning of §§ 611 ff. BGB or as a purchase contract within the meaning of §§ 433 ff. BGB, unless otherwise agreed in writing between the contracting parties.

(2) The General Terms and Conditions apply exclusively to Customers who are entrepreneurs within the meaning of § 14 BGB.

(3) All agreements made between the Customers and the Provider in connection with the purchase contract or the service contract arise in particular from these terms and conditions of sale, the written order confirmation, and the Provider’s declaration of acceptance.

(4) The version of the General Terms and Conditions valid at the time of conclusion of the contract shall prevail.

(5) Deviating terms and conditions of the Customer are not accepted. This also applies if the Provider does not expressly object to their inclusion.

(6) The Provider operates in the field of AI (Artificial Intelligence). The Provider offers various services in these areas, in particular the provision of the AI Voice Agent.

(7) In addition, the Provider offers the sale of the AI Voice Agent and other products.

(1) The Provider offers a variety of products and services in the field of developing and providing AI Voice Agents that can be used for the Customer’s inbound and outbound operations. In addition, the Provider offers coaching and online courses that enable Customers to develop their own AI Voice Agents. These are collectively referred to below as „Consultations“. Separate General Terms and Conditions of the Provider apply to the booking and execution of these Consultations.

(2) The services include, but are not limited to:

• The development and provision of AI Voice Agents that can communicate in various languages.
• The integration of AI Voice Agents with scheduling software such as Google Calendar.
• Maintenance, troubleshooting, and support services.

(3) At the Customer’s request, the Provider develops AI Voice Agents according to the Customer’s specific requirements. This service includes the complete creation, implementation, and integration of the AI Voice Agents into the Customer’s existing systems. The Provider undertakes to provide the development services in accordance with the agreed specifications and within the established deadlines.

(4) The exact requirements and specifications are documented in a specification sheet provided by the Customer and confirmed by the Provider. The Provider is obligated to regularly inform the Customer about the progress of the development work and to immediately communicate any delays or deviations from the agreed specifications.

(5) The Provider reserves the right to make changes or adjustments to the offered services if such changes are necessary to account for technical progress or to improve the quality of the services. The Provider will inform the Customer of such changes in a timely manner and ensure that the changes do not materially impair the agreed scope of services.

(6) The Provider is entitled to engage subcontractors to fulfill the contractual services but remains responsible to the Customer for the proper fulfillment of the contractual obligations.

(7) The Customer is obligated to provide the Provider with all necessary information, documents, and access to systems required for the provision of the services. The Customer ensures that all provided information and documents are complete and accurate.

(1) The presentation and promotion of products on the website and in advertising do not constitute a binding offer to conclude a purchase contract for a product or a service contract.

(2) Requests for quotations may be submitted to the Provider in writing or electronically. The Provider prepares quotations based on the individual requirements of the Customers. The terms for the service result from the quotation and are valid for 2 weeks from the date of the quotation.

(3) A contract is not concluded solely by acceptance of the submitted or delivered quotation. A quotation from the Provider merely serves as the basis for the Customer to submit a binding contractual declaration (offer).

(4) The Provider will promptly review the receipt of the placed order and confirm it by email. Such an email does not constitute a binding acceptance of the order, unless the acceptance is simultaneously declared in addition to the confirmation of receipt.

(5) A contract is only concluded when the Provider accepts the Customer’s order through an order confirmation. The order confirmation contains a description of the agreed services, prices, and payment terms. Changes and additions to orders require the written consent of both contracting parties. The Provider reserves the right to make reasonable adjustments to prices and delivery dates.

(6) The conclusion of the contract pursuant to paragraphs 1–5 applies to the commissioning of a service and the purchase of a product.

(7) Should the delivery of the products ordered by the Customers not be possible, the Provider will refrain from issuing a declaration of acceptance. In this case, a contract is not concluded. The Provider will inform the Customer without delay and will promptly refund any consideration already received.

(1) The subject matter of services that do not constitute the purchase of a product is the provision of an agreed service (service contract) and not the achievement of a specific result (not a contract for work and services). The commissioned services are deemed to have been performed when the required services have been carried out and any questions that may have arisen have been addressed. The Customer undertakes, in their own interest, to provide all relevant information truthfully and completely.

(2) Within the scope of the services, the Provider renders services to the Customers by applying their knowledge and skills in the above-mentioned areas. A subjectively expected success of the Customer cannot be promised or guaranteed. The Provider undertakes to provide the agreed service in accordance with the applicable quality standards.

(3) The Customers are obligated to use the information materials, reports, and analyses prepared by the Provider within the scope of the service exclusively for their own purposes. The Customers receive an exclusive and non-transferable right of use therein.

(4) All documents of the Provider are protected by copyright. The Customers are not entitled to reproduce, distribute, or publicly reproduce such documents. They are also not entitled to make image, film, or sound recordings of the service methods without the express permission of the Provider.

(5) The service is based on cooperation. The Customers are not obligated to implement the recommendations provided. They acknowledge that all steps and measures undertaken by them within the scope of the service provision are within their own area of responsibility.

(6) The Provider is entitled to postpone the performance of a service if the Provider or a third-party service provider engaged by the Provider is prevented from performing, e.g. due to civil unrest, strikes, lockouts, natural disasters, severe weather, traffic disruptions, or illness, which prevent the Provider, through no fault of their own, from performing the service at the agreed date. In such a case, the Customer has no claim for damages.

(7) The depiction and description of the services and products on the Provider’s website serve merely as illustrations and are only approximate indications. No guarantee is given for complete compliance.

(8) The Provider is entitled to make adjustments to the content or the course of the service for professional reasons, provided that no material change to the content of the service occurs and the change is reasonable for the Customer.

(9) The Provider is not required to perform the service personally but is entitled, at their own discretion, to delegate the performance of the service to third parties, e.g. subcontractors.

(1) The Customer undertakes to provide the Provider with sample scripts for the AI Voice Agents in a timely manner. These sample scripts serve as the basis for the development and customization of the AI Voice Agents to the Customer’s specific requirements.

(2) The Customer provides the Provider with access to all relevant software tools and platforms required for the development, implementation, and integration of the AI Voice Agents. This includes, among others, access to platforms such as Make.com and other comparable tools.

(3) The Customer undertakes to provide the Provider with all additional necessary information required for the successful implementation and use of the AI Voice Agents in a timely and complete manner. This includes, but is not limited to, technical specifications, user requirements, integration requirements, and other relevant data.

(4) The Customer supports the Provider in the integration of the AI Voice Agents into existing systems. This may include the provision of technical support, coordination with internal IT teams, and the execution of necessary tests and acceptance procedures.

(5) The Customer ensures that a contact person is designated who is available for queries and coordination throughout the entire project duration.

(6) The Customer is responsible for ensuring that all provided data and information comply with the applicable data protection and security regulations.

(7) If the Customer fails to fulfill their cooperation obligations, the Provider is entitled to separately invoice the resulting additional effort and to make any necessary adjustments to the schedule. Delays arising from the Customer’s failure to fulfill their cooperation obligations shall be at the Customer’s expense.

(1) After the contractually agreed services have been provided, the Provider shall notify the Customer of the completion of the services in writing and request acceptance. The Customer is obligated to review the provided services without delay, but no later than within 3 days of receipt of the notification, and to declare acceptance in writing. Acceptance is deemed to have occurred when the Customer accepts the services in writing or when they do not report any material defects within the aforementioned period.

(2) The Customer declares acceptance in writing through an acceptance declaration in which they confirm that the services provided are in accordance with the contract and free of defects.

(3) Should the Customer’s review of the services reveal defects that materially impair the contractual use of the service, the Customer is entitled to refuse acceptance. The Customer must notify the Provider of the identified defects in writing without delay, but no later than within the period specified in paragraph (1), and describe them in detail. The Provider is obligated to remedy the reported defects within a reasonable period.

(4) If the services are provided in separable partial services, the Provider is entitled to request partial acceptance after the completion of each partial service.

(5) If the Customer does not declare acceptance within the period specified in paragraph (1) or does not raise any material defect claims, acceptance shall be deemed to have occurred. The same applies if the Customer puts the provided services into use without an express declaration of acceptance.

(6) Upon acceptance of the services, the risk of accidental loss and accidental deterioration of the provided services passes to the Customer. Furthermore, acceptance results in the remuneration becoming due and the warranty period beginning to run.

(1) All prices listed on the website and in the Provider’s quotation are gross prices including the statutory value-added tax. The payment terms are defined in the individual contract.

(2) The purchase price or the fee for the service is to be paid in full no later than within 7 days of receipt of the invoice to the specified account, unless otherwise agreed or stated in the invoice.

(3) The Customer undertakes to make a down payment of 66% of the contractually agreed total price immediately upon conclusion of the contract and receipt of the corresponding invoice. The down payment is due within 7 days of the invoice date and is to be paid without deductions or discounts. The remaining 33% of the total price is due upon completion of the agreed service and receipt of the final invoice.

(4) In the event of late payment, the Provider reserves the right to charge default interest and dunning costs in accordance with the statutory provisions.

(5) The Provider furthermore reserves the right, in the event of payment arrears by the Customer, to withhold the provision of further services. The Provider is entitled to refuse to continue the services until all outstanding amounts have been fully paid.

(6) The Customers are not entitled to set off against claims of the Provider unless their counterclaims have been legally established or are undisputed.

(7) As purchasers or Customers of the service, the Customers may only exercise a right of retention if their counterclaim arises from the same purchase contract or service contract.

(1) The term of the service contract results from the respective contract. The service is provided on a one-time basis and the contract automatically terminates upon full completion of the agreed service.

(2) An ordinary termination of the service contract is not required, as the contract automatically terminates upon full performance of the service.

(3) The right to extraordinary termination remains unaffected. Extraordinary termination is possible in particular when there are important reasons that make the continuation of the contractual relationship unreasonable.

(4) Cancellations of ongoing orders require the written consent of both contracting parties. For services already provided or costs already incurred, we may demand reasonable compensation.

(1) The Provider is liable for material defects or defects of title of delivered items in accordance with the applicable statutory provisions. The limitation period for statutory warranty claims for the sale of goods to entrepreneurs is one year and begins upon delivery of the goods.

(2) Any seller warranties given by the Provider for certain items or manufacturer warranties granted by the manufacturers of certain items are in addition to the claims for material defects or defects of title within the meaning of paragraph 1.

(1) The Provider is liable to the Customers in all cases of contractual and non-contractual liability for intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenditures.

(2) In other cases, the Provider is only liable for the breach of a contractual obligation the fulfillment of which is essential for the proper performance of the contract and on the compliance with which the Customers may regularly rely (so-called cardinal obligation), limited to compensation for the foreseeable and typical damage. In all other cases, the Provider’s liability is excluded.

(3) The Provider’s liability for damages arising from injury to life, body, or health and under the Product Liability Act remains unaffected by the foregoing limitations and exclusions of liability.

(4) The Customer is solely responsible for the selection of persons who are called by the AI Agent. The Provider is not liable for damages or legal violations resulting from the Customer having persons called whom they are not permitted to call. The Provider merely provides the technical implementation of the AI Agent according to the Customer’s specifications and assumes no liability for the use or deployment of the AI Agent by the Customer.

(5) The Customer shall indemnify the Provider against all claims by third parties arising from the unauthorized use of the AI Agent by the Customer, including the costs of legal defense in the statutory amount.

(1) The Provider retains ownership and copyright over quotation documents as well as all illustrations, drawings, calculations, and other documents. Documents marked as „confidential“ may only be disclosed to third parties with the express written consent of the Provider.

(2) All copyrights and other intellectual property rights in the created digital products remain with the Provider, unless otherwise agreed in the individual contract. The Provider grants the Customer the necessary usage rights to the products in order to use the agreed services.

(1) The Customer expressly consents to the electronic processing of their personal data within the scope of the following provisions. Customer data is treated as absolutely confidential. Data will not be disclosed to third parties.

(2) The Provider undertakes to comply with data protection regulations, in particular the EU General Data Protection Regulation (GDPR) and other relevant legal provisions.

(3) The Provider’s separate data protection provisions also apply, available at the following link: https://voice-agent.ai/datenschutz/

(1) The Provider draws attention to online dispute resolution pursuant to Art. 14 para. 1 ODR Regulation: The European Commission provides a platform for online dispute resolution (OS), which Customers can find at https://ec.europa.eu/consumers/odr .

(2) The Provider is neither willing nor obligated to participate in dispute resolution proceedings before a consumer arbitration board.

(1) German law shall apply. If the Customer has placed the order as a consumer and at the time of their order has their habitual residence in another country, the application of mandatory legal provisions of that country shall remain unaffected by the choice of law made in sentence 1.

(2) If the Customer is a merchant and has their registered office in Germany at the time of the order, the exclusive place of jurisdiction shall be the Provider’s place of business. In all other respects, the applicable statutory provisions regarding local and international jurisdiction shall apply.

(3) Oral agreements, side agreements, and assurances by employees require written form to be legally effective; this also applies to amendments, modifications, or side agreements.

(4) Should individual provisions of the General Terms and Conditions or the respective purchase or service contract be or become invalid or void, this shall not affect the validity of the General Terms and Conditions or the purchase or service contract as a whole. Rather, the invalid or void provision shall be replaced by a provision that comes closest to the contractual purpose or the intention of the parties through free interpretation.

(5) Amendments and additions to the General Terms and Conditions or the purchase or service contract require written form to be effective. Oral side agreements do not exist.