General Terms and Conditions

for the provision of services by procuris by jmp UG (Haftungsbeschränkt) i.G., Sieglindestraße 1, 12159 Berlin, E-mail: info@procuris.eu (hereinafter the “Contractor”) to its customers (hereinafter the “Client”)

1. General

1.1 These General Terms and Conditions (GTC) for the provision of services apply to contracts concluded between the Client and the Contractor with the inclusion of these GTC.

1.2 The Contractor does not conclude contracts with consumers or private individuals.

1.3 If, in addition to these GTC, further contractual documents or other business terms in text or written form have become part of the contract, the provisions of those further contractual documents shall take precedence over these GTC in the event of a conflict.

1.4 The Contractor does not recognize any terms and conditions used by the Client that deviate from these GTC, unless expressly agreed.

2. Subject of the contract and scope of services

2.1 As an independent contractor, the Contractor provides the following services to the Client:

The provider supplies a web-based software solution to support the research, analysis and processing of public tenders (“Platform”). The Platform uses automated procedures and artificial intelligence to structure, evaluate and prepare tender information.

In particular, the Platform enables users to perform tender searches based on defined criteria, to save, organize and manage tenders, and to map the processing status in a process or pipeline overview (e.g., Kanban board). Users can collaborate on tenders as a team and are notified of relevant events or new search results.

In addition, the Platform provides AI-supported functions. These include the analysis of tender documents, intelligent matching between tenders and user-specific profiles, recommendations for relevant tenders, and the creation of draft content for proposals. In addition, AI-based decision support may be provided to assist in evaluating whether to submit a bid.

The use of AI functions serves solely to support users. The analyses, recommendations and drafts provided do not constitute legal, professional or economic advice and do not replace the user’s own independent review. Decisions regarding participation in tenders and the content of offers lie solely with the user.

For certain customers, extended services may be offered, in particular individualized AI models, advanced analysis functions, dedicated contact persons and optional provisioning models (e.g., on-premises operation). The specific scope of services is defined in the respective contractual agreement.

There is no entitlement to the completeness, timeliness or accuracy of the tender data provided. The provider is entitled to further develop, adapt or replace the Platform and its functions with equivalent services, provided that the purpose of the contract is not materially impaired.

2.2 The specific scope of services is the subject of individual agreements between the Contractor and the Client.

2.3 The Contractor performs the contractual services with the greatest possible care and conscientiousness in accordance with the latest state, rules and findings.

2.4 The Contractor is obliged to provide the services owed under the contract. However, in performing its activities, it is not subject to any instructions regarding the manner of performance, the place of performance or the time of performance. The Contractor will, however, schedule its working days and allocate time in such a way that optimal efficiency is achieved in its activities and in the realization of the subject matter of the contract. The Contractor’s services are provided only in coordination with the Client.

3. Cooperation obligations of the Client

It is the Client’s responsibility to provide completely and correctly the information, data and other content to be made available for the purpose of fulfilling the service. The Contractor is not responsible in any way for delays in service provision caused by late or necessary cooperation or input from the Client; the provisions under the heading “Liability/Indemnification” remain unaffected.

4. Remuneration

4.1 Remuneration is agreed individually by contract.

4.2 Remuneration is payable after the services have been performed. If remuneration is calculated by time periods, it is payable after the expiration of each time period (Section 614 BGB). In the case of effort-based billing, the Contractor is entitled, unless otherwise agreed, to invoice the services rendered on a monthly basis.

4.3 After performance of the services, the Contractor shall issue an invoice to the Client by post or by e-mail (e.g., as PDF). Remuneration is due for payment within 14 days after receipt of the invoice.

5. Liability / Indemnification

5.1 The Contractor shall be liable without limitation for any legal reason in cases of intent or gross negligence, in cases of intentional or negligent injury to life, body or health, due to a guarantee promise, insofar as nothing else is stipulated, or due to mandatory liability. If the Contractor negligently breaches a material contractual obligation, liability shall be limited to the typical, foreseeable damage, unless liability is unlimited under the preceding sentence. Material contractual obligations are obligations that, according to the content of the contract, are essential for achieving the contractual purpose, the fulfillment of which enables proper performance of the contract in the first place and on compliance with which the Client may regularly rely. Otherwise, liability of the Contractor is excluded. The above liability provisions also apply with regard to the liability of the Contractor for its vicarious agents and legal representatives.

5.2 The Client shall indemnify the Contractor against any third-party claims asserted against the Contractor due to violations by the Client of these contractual terms or of applicable law.

6. Contract term and termination

6.1 The contract term and the periods for ordinary termination are agreed individually by the parties.

6.2 The right of both parties to terminate without notice for good cause remains unaffected.

6.3 Upon termination of the contract, the Contractor shall return or destroy all documents and other content provided to it, at the Client’s option, without undue delay. Any right of retention in this respect is excluded. Electronic data must be deleted in full. Exceptions are documents and data for which a longer statutory retention obligation exists, but only until the end of the respective retention period. The Contractor shall confirm the deletion in writing upon request by the company.

7. Confidentiality and data protection

7.1 The Contractor shall treat all matters that become known to it in connection with the order as strictly confidential. The Contractor undertakes to impose the confidentiality obligation on all employees and/or third parties who have access to the contractual information. The confidentiality obligation applies without time limitation beyond the term of this contract.

7.2 The Contractor undertakes to comply with all data protection regulations when performing the order – in particular the provisions of the General Data Protection Regulation and the Federal Data Protection Act.

8. Final provisions

8.1 The law of the Federal Republic of Germany shall apply, excluding the CISG.

8.2 Should any provision of these GTC be or become invalid, the validity of the remaining GTC shall not be affected.

8.3 The Client shall support the Contractor in the performance of the contractual services by providing reasonable cooperation, insofar as required. In particular, the Client shall provide the Contractor with the information and data required to fulfill the order.

8.4 If the Client is a merchant, a legal entity under public law, a special fund under public law, or does not have a general place of jurisdiction in Germany, the parties agree that the Contractor’s place of business shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

8.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legislation, market conditions or business/company strategy) and with reasonable notice. Existing customers will be informed of this by e-mail no later than two weeks before the amendment takes effect. If the existing customer does not object within the period specified in the notification of amendment, their consent to the amendment shall be deemed granted. If the customer objects, the amendments shall not take effect; in this case the Contractor is entitled to terminate the contract extraordinarily at the time the amendment takes effect. The notification of the intended amendment to these GTC will indicate the deadline and the consequences of an objection or failure to object.