Terms and Conditions

1.1 These Terms and Conditions govern all contracts concluded via the website agenticonsult.de and the associated account and checkout processes between Danny Scherer, agenticonsult, Oberheidt 1A, 42349 Wuppertal, Germany (the "Provider") and customers (the "Customer").

1.2 These Terms cover three types of offering: (a) the paid, subscription-based Command Center (a desktop application executed locally on the Customer's device together with digital services), (b) one-time digital products (digital content within the meaning of Section 327(2) no. 1 German Civil Code (BGB), e.g. Markdown knowledge bases, illustrated PDF manuals and, in some bundles, a software repository), and (c) free content and licences (e.g. materials provided under CC BY 4.0 and the free newsletter/intelligence feed).

1.3 These Terms apply to both consumers (Section 13 BGB) and businesses (Section 14 BGB). Clauses that apply only to consumers or only to businesses are marked accordingly.

1.4 Deviating terms of the Customer do not become part of the contract unless the Provider expressly agrees to them in text form.

1.5 The German-language version of these Terms is authoritative. Any English translation is provided for convenience only; in the event of discrepancies the German version prevails.

2.1 Command Center (subscription)

The Command Center is a desktop application for Windows and macOS, provided after payment as a signed installer for download and executed locally on the Customer's device. The scope of functions depends on the subscription tier booked (Pro or Ultra) and is unlocked via an entitlement check. The authoritative scope of each tier follows from the product and pricing description on the website at the time the contract is concluded.

The Command Center orchestrates AI agents based on the Customer's own access to third-party AI (see Section 9). The Provider neither supplies nor owes any AI model or model access.

There is no free version of the Command Center; use requires an active, paid subscription and a customer account.

2.2 One-time digital products

The Provider offers digital content for one-time purchase (e.g. knowledge bases, PDF manuals, in some cases with an accompanying software repository). These are provided after payment for download via the logged-in account area.

2.3 Free content

Free materials are, where indicated, provided under the Creative Commons Attribution 4.0 licence (CC BY 4.0). The free newsletter and the intelligence feed are complimentary information offerings.

2.4 The Provider owes the provision of the respective digital product, but not any particular economic success of its use.

3.1 The presentation of products on the website is not a binding offer but an invitation to submit an offer.

3.2 The Customer submits a binding offer by completing the order or subscription process and clicking the button marked as payment-obligating (e.g. "order with obligation to pay" or "subscribe with obligation to pay"). Immediately before this, the essential order information (in particular the main characteristics of the service, the total price, and the term and cancellation conditions of the subscription) is shown clearly and comprehensibly.

3.3 Payment is processed via the payment service provider Stripe. Stripe's payment page serves solely the technical processing of payment; the pre-contractual mandatory information and the incorporation of these Terms take place beforehand on the Provider's website.

3.4 The contract is concluded upon acceptance by the Provider. Acceptance occurs through confirmation of the order or provision of access or download, at the latest by sending a confirmation in text form.

3.5 These Terms are incorporated before the order process is completed; the Customer can retrieve, save and print them.

4.1 The prices stated on the website at the time of order apply. All prices shown to consumers are total prices.

4.2 The Provider is a small business (Kleinunternehmer) within the meaning of Section 19 German VAT Act (UStG). Pursuant to Section 19 UStG, no value-added tax is charged or shown separately on invoices. The stated prices therefore do not include a separate VAT amount.

4.3 Payment is made via Stripe using the payment methods offered there. For subscriptions, the fee is due in advance for the chosen billing interval (monthly or annual).

4.4 The Provider makes an invoice or payment receipt available to the Customer in electronic form.

4.5 For subscriptions, the Customer authorises the Provider to collect the fee due for the selected billing interval on a recurring basis from the payment method stored with Stripe, until the contract ends or the Customer withdraws this authorisation. The Customer may change the stored payment method at any time in their account; termination of the contract is governed by § 6.

5.1 With the subscription, the Customer receives the right, for its term, to use the functions of the booked tier (Pro or Ultra). The unlocked scope of functions is controlled via an entitlement check of the customer account.

5.2 Unless otherwise stated, the software may be installed and used on up to two of the Customer's devices per licence.

5.3 Technical requirements (in particular Windows 10/11 or macOS, the stated runtimes, and the Customer's own access to third-party AI under Section 9) are stated in the product description and must be provided by the Customer. Without them, the software may not fulfil its purpose in whole or in part. The decision on the scope and supervision of the agent driven workflows it sets up (Section 9a) is likewise the Customer's own.

5.4 The Provider may offer optional additional features that require the Customer's own accounts or keys for third-party services.

6.1 The subscription is concluded with a monthly or annual billing period as chosen. The monthly subscription renews automatically, month by month, unless cancelled. The annual subscription is billed in advance for the first twelve months at the annual price; it then automatically converts to monthly billing at the monthly price in effect when the contract was concluded (your original starting rate, unchanged) and, from that point on, renews automatically, month by month, unless cancelled. For consumers, automatic renewal is for an indefinite term; the consumer may cancel the renewed subscription at any time with a notice period of no more than one month (Section 309 no. 9 BGB).

6.2 The monthly subscription — whether originally chosen as monthly or automatically converted after the first twelve months of an annual subscription — can be cancelled at the end of the respective billing period. The annual subscription can be cancelled, during its first twelve months, at the end of that term; because no further billing period is ever prepaid after that point, no refund obligation arises.

6.3 Consumers can terminate a subscription concluded online at any time via the cancellation option provided on the website (cancellation button pursuant to Section 312k BGB). Access to this button does not require a login. Cancellation is confirmed to the Customer without undue delay in text form.

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

6.5 Voluntary money-back guarantee for the annual plan: In addition to the statutory right of withdrawal (Sections 12–14), the Provider grants customers of the annual subscription a voluntary money-back guarantee within 30 days of the first payment (Section 443 BGB). The guarantee may be invoked without giving any reason and without any deduction. The guarantor is the Provider named in Section 1. The guarantee is invoked by an informal declaration in text form, e.g. by email to the address stated in the legal notice; the full amount paid is refunded within 14 days of receipt of the declaration and the subscription is ended. This guarantee is granted independently of, and without limiting, the consumer's statutory rights. The monthly subscription remains covered by the statutory right of withdrawal under Sections 12–14; no additional voluntary guarantee is granted for it, since one would not exceed that right.

7.1 For the term of the subscription, the Provider grants the Customer a simple, non-exclusive, non-transferable and non-sublicensable right to install and use the Command Center software within the agreed scope (Section 5) for its own purposes. The software is licensed, not sold.

7.2 After the subscription ends, the entitlement to use the subscription-bound functions lapses; these are deactivated, while the Customer's own data stored locally on the device is retained.

7.3 Prohibited in particular are the transfer, resale, rental, making available to the public, or hosting of the software for third parties. Inspecting and adapting the openly readable configuration and agent files for the Customer's own use remains permitted. The mandatory rights under Sections 69d and 69e German Copyright Act (UrhG) remain unaffected.

7.4 The software contains third-party open-source components; the associated licence and copyright notices are provided with the software (NOTICES file). The respective open-source licence terms apply with priority to those components.

7a.1 The Customer may use the Software only within the framework of applicable law and these Terms. In particular, the Customer must comply with the terms of use of the third-party AI it employs (Section 9) and of any services it connects.

7a.2 It is prohibited to configure or use the Software so that:

• security measures, access controls or protective mechanisms of third-party systems are circumvented, overcome or disrupted;
• accounts, mailboxes, devices or data of third parties are accessed without their authorisation;
• messages are sent in violation of competition, data-protection or telecommunications law, in particular unsolicited advertising within the meaning of Section 7 German Unfair Competition Act (UWG);
• persons are left unaware, contrary to a statutory labelling obligation, that an AI system is involved (see also Section 9.4);
• practices are carried out that are prohibited under Article 5 of Regulation (EU) 2024/1689.

7a.3 The Software is provided for the general orchestration of the Customer's own agents and is not intended for any use case under Annex III of Regulation (EU) 2024/1689. If the Customer nonetheless uses it for such a purpose, the Customer thereby changes the intended purpose within the meaning of Article 25(1)(c) of Regulation (EU) 2024/1689 and thereby itself becomes the provider of the resulting high-risk AI system, with all obligations that follow. Assessing the classification and fulfilling those obligations is the Customer's responsibility.

7a.4 To the extent the Customer uses the Command Center in a professional or business capacity, it is a deployer within the meaning of Article 3(4) of Regulation (EU) 2024/1689. For consumers who use the Software exclusively in the course of a purely personal, non-professional activity, the Regulation's deployer obligations do not apply pursuant to Article 2(10).

7a.5 The Provider does not monitor use of the Software (Section 9a.4). Compliance with paragraphs 1 to 4 is the Customer's sole responsibility.

8.1 For the subscription, the Provider makes available, for its entire term, the updates necessary to maintain conformity, including security updates, and informs the Customer accordingly (Section 327f BGB). The Customer consents that the software may automatically retrieve and install updates.

8.2 For one-time digital products with an accompanying software repository, updates are provided for the period the Customer can reasonably expect given the nature and purpose of the product; any specific period follows from the product description. The content materials (knowledge bases, PDF) are delivered as of the version stated at purchase.

8.3 If the Customer fails to install a provided update within a reasonable period, the Provider is not liable for a defect resulting solely from the missing update, provided the Customer was properly informed and the non-installation is not due to defective instructions (Section 327f(2) BGB).

8.4 Changes to the digital product beyond maintaining conformity are made only in accordance with Section 327r BGB.

9.1 The Command Center requires the Customer's own valid access to third-party AI, in particular a subscription to or access to Anthropic Claude or OpenAI Codex; individual functions (e.g. Voice) may require further of the Customer's own accounts or keys (e.g. xAI/Grok or OpenAI).

9.2 The Provider does not sell, broker or guarantee any model access or model availability. The Customer is responsible for the cost, availability, scope, behaviour and model changes, and for compliance with the respective third-party terms.

9.3 Results generated by the AI models or the Customer's own agents are the Customer's responsibility. The Provider supplies the orchestration tooling, not the model or its outputs, and gives no warranty as to the accuracy, completeness or suitability of AI-generated results; the liability provision in Section 16 remains unaffected. Section 9a applies to actions triggered by agents.

9.4 The Customer is responsible for the lawful use of the content it generates, including any transparency and labelling obligations.

9a.1 The Command Center is an orchestration tool. It does not itself perform the tasks in substance but orchestrates agents that run locally on the Customer's device and use the Customer's own access to third-party AI (Section 9), to be provided by the Customer. Which capabilities an agent is given, how far its execution reaches, and whether it runs supervised or unsupervised, is determined by the Customer through its configuration.

9a.2 For this purpose, the software provides the Customer with, among other things: (a) switches to activate and deactivate individual areas of effect, including for terminal control, email sending and scheduled execution; (b) graduated autonomy levels for scheduled executions; (c) a means to pause running operations; and (d) a log of triggered control actions kept locally on the Customer's device. Whether and to what extent the Customer makes use of these means is for the Customer to decide.

9a.3 Actions with outward effect — in particular sending, replying to or forwarding messages via accounts the Customer has connected, executing commands on the Customer's device, creating, modifying or deleting files and repositories, and triggering operations at third-party services — occur because, and to the extent that, the Customer has enabled the relevant capability and thereby instructed the agent. They are attributed to the Customer, who bears responsibility for them as for their own conduct. The Customer's rights under Sections 15 and 16 remain unaffected.

9a.4 The Provider has no remote access to the Customer's installation. The Software runs locally and transmits to the Provider neither usage data nor the content of files or operations (Section 2.1 and the Privacy Policy). The Provider is therefore unable to see or influence which agents the Customer deploys, how the Customer configures them, and what operations they trigger. This description of the subject matter of performance does not alter the statutory allocation of the burden of proof and presentation.

9a.5 The Customer is the only person able to supervise the workflows it has set up. It is therefore for the Customer to (a) match the scope of capabilities granted to an agent to its intended purpose, (b) set up unsupervised executions only to the extent their possible consequences are acceptable to the Customer, (c) maintain appropriate safeguards, in particular backups and version control, before operations with potentially irreversible effect, and (d) review the logs at reasonable intervals. Should the Customer fail to observe these obligations, this may be taken into account in assessing any claim for damages under Section 254 BGB.

9a.6 The Customer may create its own agents and modify existing ones; agents exist as open text files (Section 7.3). Agents created or modified by the Customer itself, and tools and connections added by the Customer, are not part of the service owed by the Provider.

10.1 Digital content is provided immediately after receipt of payment via the logged-in account area or a download link. There is no claim to delivery on a physical medium.

10.2 The Customer is responsible for providing the technical environment required for use; functionality and compatibility follow from the product description.

11.1 The Customer receives a simple, non-exclusive, non-transferable right of use in the purchased digital content for its own private or internal business use, including internal adaptation for the Customer's own business purposes (Section 31 German Copyright Act, UrhG).

11.2 Not permitted are the transfer, resale, sublicensing, making available to the public or publication of the product or substantial parts of it. A principle of exhaustion permitting resale does not apply to digital content provided by download.

11.3 The marketing statement that the product may be used and modified for one's own business "without limits" refers to internal use and adaptation and does not establish any right to transfer or resell.

12.1 Consumers generally have a 14-day right of withdrawal for distance contracts.

12.2 For digital content not provided on a physical medium, the right of withdrawal lapses when the Provider has begun performance after the consumer has (a) expressly consented that performance begins before the withdrawal period expires, (b) confirmed awareness that they thereby lose the right of withdrawal, and (c) the Provider has provided a confirmation pursuant to Section 312f BGB (Section 356(6) BGB).

12.3 Where the right lapses effectively under 12.2, the consumer owes no compensation for value (Section 357a(3) BGB).

13.1 The Command Center subscription constitutes the provision of digital services together with software. Consumers have a 14-day right of withdrawal from conclusion of the contract.

13.2 The provider does not exercise its right to compensation for value under Section 357a(2) BGB. Upon an effective withdrawal, the full amount paid is refunded, regardless of whether and to what extent the service was already performed before the withdrawal.

13.3 The right of withdrawal lapses upon full performance of the service in accordance with Section 356(5) BGB.

13.4 The voluntary money-back guarantee for the annual plan under Section 6.5 exists in addition to and independently of this statutory right of withdrawal.

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day the contract was concluded.

Exercising withdrawal

To exercise your right of withdrawal, you must inform us (Danny Scherer, agenticonsult, Oberheidt 1A, 42349 Wuppertal, Germany, email: danny.scherer@agenticonsult.de) of your decision to withdraw from this contract by a clear statement (e.g. a letter sent by post or an email). To meet the withdrawal deadline it is sufficient to send your notice before the period expires.

Consequences of withdrawal

If you withdraw from this contract, we shall reimburse all payments received from you without undue delay and at the latest within fourteen days of receipt of your notice of withdrawal. For the reimbursement we use the same means of payment as in the original transaction, unless otherwise agreed.

Special notes

For digital content, your right of withdrawal lapses early under the conditions of Section 356(6) BGB (see Section 12). For digital services (subscription), we do not charge compensation for value even where you expressly requested early commencement of performance (see Section 13.2).

Model withdrawal form

(If you wish to withdraw from the contract, please complete this form and return it.)

To Danny Scherer, agenticonsult, Oberheidt 1A, 42349 Wuppertal, Germany, email: danny.scherer@agenticonsult.de:

I/we hereby withdraw from the contract concluded by me/us for the purchase of the following goods / the provision of the following service: [description] — Ordered on / received on: [date] — Name of consumer(s): [name] — Address of consumer(s): [address] — Date: [date] — Signature (only for notice on paper)

15.1 The statutory remedies for defects apply to digital products, in particular Sections 327 et seq. BGB. The Provider owes provision free of product and legal defects in accordance with Sections 327d et seq. BGB.

15.2 The limitation period for claims based on defects is two years from provision. No reduction of statutory warranty rights vis-à-vis consumers takes place.

16.1 The Provider is liable without limitation for damage arising from injury to life, body or health and in cases of intent and gross negligence.

16.2 In the case of slightly negligent breach of a material contractual obligation (cardinal obligation), liability is limited to the foreseeable damage typical for the contract. Otherwise, liability for slight negligence is excluded.

16.3 The above limitations do not apply where a defect was fraudulently concealed, where a guarantee or a procurement risk was assumed, or to liability under product liability law or mandatory product-liability rules; such liability cannot be contractually excluded or limited.

16.4 As the software is executed locally on the Customer's device and requires the Customer's own access to third-party AI, the Provider gives no warranty for the uninterrupted availability of third-party services or for results generated by such services.

16a.1 (applies only vis-à-vis businesses) If the Customer culpably breaches an obligation under Section 7a or Section 9, or culpably violates statutory provisions in using the Software, the Customer shall indemnify the Provider against third-party claims based thereon and reimburse the Provider's necessary legal defence costs. The Provider will notify the Customer without undue delay of any claim asserted, give the Customer the opportunity to conduct the defence, and will neither acknowledge the claim nor settle it without the Customer's consent. No duty to indemnify exists to the extent the claim is based on a circumstance the Provider is responsible for.

16a.2 (applies vis-à-vis consumers) Vis-à-vis consumers, there is no duty to indemnify beyond statutory liability; the statutory provisions apply.

17.1 Materials marked as free are, where indicated, provided under the CC BY 4.0 licence; the terms of that licence apply, in particular the attribution requirement.

17.2 The free newsletter and intelligence feed are complimentary offerings with no claim to uninterrupted provision. Published AI-generated content is labelled as such.

18.1 These Terms are incorporated before the order is completed; the Customer can retrieve, save and print them (Section 305(2), Section 312i BGB).

18.2 The Provider confirms the contract within a reasonable time on a durable medium (e.g. by email), providing the contract content, these Terms and the withdrawal instructions and, where applicable, the confirmation pursuant to Section 356(6) BGB (Section 312f BGB).

19.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatory consumer-protection provisions of the country in which the consumer has their habitual residence remain unaffected.

19.2 If the Customer is a business, the exclusive place of jurisdiction for all disputes is the Provider's registered seat.

19.3 Should individual provisions of these Terms be invalid, the validity of the remaining provisions remains unaffected.

19.4 The German version of these Terms is authoritative; any English translation is provided for convenience only.