General terms and conditions

For consulting services on AI in procurement.

Please note: this English text is a convenience translation. Only theGerman version (AGB) is legally binding.

1. Scope

These general terms and conditions apply to all contracts between Henning Solutions GmbH, Tägtmeyerstraße 10, 28309Bremen, Germany, represented by its Managing Director Klaas Henning (the “Provider”), and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (the “Client”) concerning consulting services in the field of AI in procurement.

2. Conclusion of contract

The Provider’s offers are non-binding. A contract is concluded by written order confirmation or by the start of performance.

3. Scope of services

The specific scope of services is set out in the respective offer or contract. The Provider delivers consulting services in accordance with recognised principles of proper professional practice. No particular economic result is owed.

4. Use of AI services

In performing its services, the Provider may use third-party generative AI services. Before personal or confidential Client data is processed in such services, the parties conclude separate data processing agreements pursuant to Art. 28 GDPR. The Provider uses enterprise plans that exclude training of the models on Client data.

5. Client cooperation

The Client provides all information, data and access required for performance in good time and names suitable contact persons.

6. Fees and payment terms

Fees are set out in the respective offer. Unless agreed otherwise, invoices are payable within 14 days without deduction. All prices are subject to statutory VAT.

7. Liability

The Provider is liable without limitation for intent and gross negligence and under the German Product Liability Act. In cases of simple negligence, the Provider is liable only for breach of material contractual obligations, limited to the foreseeable damage typical for the contract.

8. Confidentiality

The parties undertake to keep confidential all confidential information obtained in the course of their cooperation and not to disclose it to third parties. This obligation continues after the end of the contract.

9. Rights of use

Where work results are created in the course of the consulting, the Client receives, upon full payment of the fees, a non-exclusive, perpetual right to use them for its internal purposes.

10. Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. To the extent permitted by law, the place of jurisdiction for all disputes is Bremen, Germany. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected.

As of: October 2026