Virtual Impulse — Patricia van Gemert
Welserstraße 3, 87463 Dietmannsried, Germany
Email: support@virtual-impulse.com
Website: virtual-impulse.com
Version 2.0 — 25 September 2026
These General Terms and Conditions (“Terms”) apply to advisory, documentation, AI governance, workflow and requirements analysis, language support and related professional services provided by Patricia van Gemert, trading as Virtual Impulse (“Virtual Impulse”).
Services are offered exclusively to clients acting in a business or professional capacity within the meaning of section 14 of the German Civil Code (BGB), and to legal entities under public law and special funds under public law. These Terms do not apply to consumers.
Standalone sales of digital products, software subscriptions and the ongoing operation of client systems are not covered by these Terms.
The quotation or project agreement specifies the services, deliverables, intended use, fees and any agreed timetable. Quotations are non-binding unless expressly identified as binding. A contract is formed when Virtual Impulse confirms the client's order in text form or the parties conclude a project agreement.
These Terms are made available before the contract is concluded and form part of the agreement when their application is agreed. The version agreed at that time applies; later website updates do not automatically amend existing contracts.
Individual agreements take precedence over these Terms, irrespective of their form. A data processing agreement takes precedence for the processing of personal data. Client terms are not accepted merely because Virtual Impulse performs services without objecting to them.
Text form includes email where the requirements of section 126b BGB are met. The parties should document changes and important approvals in text form. Statutory form requirements remain unaffected.
Virtual Impulse provides the agreed services with professional care. Advisory services generally involve analysis, recommendations and support. Where the agreement requires a specific deliverable or result, the agreed characteristics and applicable statutory requirements remain binding.
No particular commercial benefit, regulatory approval, certification or technical outcome is promised unless expressly agreed. This does not limit the obligation to perform the agreed services properly or the client's applicable rights in the event of defective performance.
Services do not include legal or tax advice, statutory audits, conformity assessments or certification. References to legislation, standards and frameworks provide general orientation and organisational support, not a legal assessment of the client's individual case or a guarantee of compliance.
Unless separately agreed, Virtual Impulse does not configure, deploy, operate or administer client systems, automations or agents, and does not make operational decisions on the client's behalf.
The work is based on the agreed scope and the information reasonably available during the assignment. There is no ongoing monitoring or updating obligation after completion unless separately agreed. Obligations to correct defective performance remain unaffected.
The client provides the information, authorised access, decisions and feedback reasonably needed for the work, accurately and in good time. It provides only necessary information and ensures that it is entitled to share it. Virtual Impulse may rely on this information unless there is reason to question it or checking it forms part of the assignment.
The client remains responsible for its business decisions and for implementation, approval and monitoring within its organisation, except for tasks expressly assigned to Virtual Impulse. This does not reduce Virtual Impulse's responsibility for its own services.
The parties agree additional work, changed requirements, extra review rounds and the resulting fees or timetable changes in text form before that work begins. Corrections needed to remedy Virtual Impulse's defective performance are not chargeable additional work.
If client cooperation is delayed, the parties adjust affected dates reasonably in light of the actual delay and available capacity. Additional fees require an agreed basis; a delay does not automatically create a cancellation charge or a claim for the full project fee. Statutory claims remain unaffected.
Fees and the billing basis are set out in the quotation. Amounts are net of VAT unless stated otherwise. VAT is charged where legally applicable; the appropriate rules for cross-border services apply.
Advance payments, instalments and reimbursable expenses must be agreed. Where payment legally depends on acceptance of a deliverable, that requirement remains unaffected.
Unless otherwise agreed, properly issued invoices are payable within 14 days of receipt, but not before the fee becomes due under the agreement and applicable law. Statutory rights of set-off and retention remain unaffected.
If the client is in payment default, Virtual Impulse may suspend affected services after a reasonable payment deadline and prior notice, provided the suspension is proportionate. Statutory default interest and other statutory remedies remain available.
Agreed binding deadlines must be observed. Estimates are identified as such. Each party informs the other promptly of circumstances likely to affect delivery.
If an event for which neither party is responsible temporarily prevents performance, affected deadlines are extended by the period reasonably caused by the disruption. The affected party must notify the other promptly and take reasonable steps to limit the effects.
If the disruption lasts more than 30 days and substantially prevents the affected services, either party may terminate the affected part in text form. Earlier statutory termination rights remain unaffected. Payment and repayment consequences are determined by applicable law; no automatic entitlement to fees for unperformed services arises from this clause.
Virtual Impulse may use AI tools to support research, drafting, translation and visual work. It reviews and takes responsibility for its own client-facing deliverables within the agreed scope. AI outputs can contain errors and may not be unique or independently protected by intellectual property rights.
Personal data or confidential client information will be submitted to external AI services only where this has been agreed in advance and appropriate contractual, security and data protection requirements are met. General permission to use AI is not, by itself, permission to disclose such information.
The client is responsible for appropriate approval, testing and oversight before operational use, except where these tasks are expressly included in the assignment. Each party remains responsible for legal obligations applicable to its own role, including relevant AI transparency and AI literacy requirements. A contract cannot transfer statutory responsibility away from the party on which the law places it.
Services contracted directly by the client remain subject to the contract with that provider. Virtual Impulse does not guarantee that provider's availability or performance. Responsibility for Virtual Impulse's own advice, selection duties and persons used to perform its obligations is governed by section 11.
Virtual Impulse may use suitably qualified subcontractors and remains responsible for their performance of its contractual obligations. Confidentiality and applicable processor or subprocessor requirements must be observed.
Client materials and third-party rights remain with their respective holders. Virtual Impulse retains its existing materials, methods, templates and know-how, to the extent protected by applicable rights.
Upon full payment of the remuneration due for the relevant deliverable, the client receives a non-exclusive right, unlimited in time, to use and adapt it for the agreed purpose. This includes external publication or distribution where that is part of the agreed purpose, and necessary use by persons working for the client on that purpose. The client ensures that those persons comply with the relevant restrictions.
Reusable Virtual Impulse materials included in a deliverable may be used as necessary for that purpose. Their separate resale, licensing or distribution as standalone templates or products requires a separate agreement. Third-party licence restrictions will be identified before relevant materials are included and must permit the agreed use.
This clause does not create exclusive rights in material that is not legally protectable. The client is responsible for its later modifications and uses outside the agreed purpose; Virtual Impulse's liability for its own defective performance remains unaffected.
Both parties protect confidential information received through the assignment and use it only for the agreed purpose. This does not cover information that is lawfully public, already lawfully known, lawfully received from another source without a confidentiality restriction, or independently developed.
Disclosure is permitted to advisers and service providers who need the information and are bound by appropriate confidentiality duties. Section 7 and applicable data protection requirements remain binding. Legally required disclosure is limited to what is required; where lawful, the other party is informed beforehand.
Confidentiality continues for five years after the assignment ends. Trade secrets remain protected for as long as they qualify as such; statutory data protection obligations are unaffected. Client names, logos and project details may be used as public references only with the client's prior permission.
Each party complies with the data protection duties applicable to its role. If Virtual Impulse processes personal data on the client's behalf, the parties conclude the required agreement under Article 28 GDPR before that processing begins. It addresses instructions, security, subprocessors, transfers and return or deletion of data.
On completion, confidential client material is returned or deleted as agreed, subject to statutory retention requirements and necessary retention for establishing, exercising or defending legal claims. Retained material remains protected and may not be reused for unrelated purposes.
Virtual Impulse is liable without limitation for intent and gross negligence, for injury to life, body or health, under an expressly assumed guarantee within its scope, and where liability cannot legally be excluded or limited, including under the German Product Liability Act where applicable.
For ordinary negligence, Virtual Impulse is liable for breach of a material contractual obligation: an obligation essential to proper performance of the contract and on whose fulfilment the client may normally rely. Liability in these cases is limited to the damage typical of the contract and reasonably foreseeable when it was concluded. Liability for ordinary negligence is otherwise excluded, subject to the first paragraph.
These limitations also apply to the personal liability of persons acting for Virtual Impulse in performing the contract. Statutory rules on contributory fault and mitigation of damage remain unaffected.
The agreed duration applies. An ongoing assignment for an indefinite period may be terminated by either party on 14 days' notice in text form. Fixed assignments end on completion unless terminated earlier under the agreement or applicable law.
Termination for good cause and other statutory termination rights, including sections 627 and 648 BGB where applicable, remain unaffected.
Remuneration, agreed non-cancellable third-party costs and any repayment following termination are determined by the agreement and applicable law, including required deductions for saved expenses or other earnings. There is no automatic entitlement to the full remaining project fee.
Confidentiality, accrued payment claims, usage rights, data protection and liability provisions continue to apply to the extent their purpose requires.
German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods. Mandatory provisions that apply notwithstanding this choice remain unaffected. Court jurisdiction is determined by the applicable statutory rules unless a valid separate jurisdiction agreement is concluded.
The quotation or project agreement identifies the governing language version of these Terms. If none is specified, the version supplied and agreed in the language of the accepted quotation governs. Other versions assist understanding.
If a provision is invalid or does not become part of the contract, the statutory consequences apply, including section 306 BGB. An invalid provision is not automatically replaced by the most extensive permissible restriction.
