Lance UG (haftungsbeschränkt)
Last updated: January 2026.
1.1 These General Terms and Conditions (hereinafter "GTC") form the basis for all contracts concerning the current and future delivery of products and/or provision of services by Lance UG (haftungsbeschränkt), registered at Tal 44, 80331 Munich, Germany, Commercial Register: Amtsgericht München, HRB 307841 (hereinafter "Lance") to its customers (hereinafter "Customer"; Lance and the Customer together also the "Parties"). These GTC shall also apply without separate agreement to future deliveries and services by Lance to the Customer, unless expressly agreed otherwise.
1.2 These GTC of Lance shall apply exclusively. Deviating, conflicting, or supplementary general terms and conditions, purchasing conditions, or other standardized contract forms of the Customer (hereinafter "Customer GTC") shall only be effective upon express written agreement between Lance and the Customer. An implied agreement to Customer GTC is excluded.
1.3 Lance may amend its GTC at any time by publishing an updated version on the company's website. For new contracts, the GTC valid at the time of contract conclusion and published on the company's website (https://lance.work/terms) shall apply unless otherwise agreed.
1.4 These GTC apply exclusively to Customers who are entrepreneurs within the meaning of § 14 BGB (German Civil Code).
2.1 Unless expressly designated as binding, offers from Lance are non-binding and without obligation – they constitute an invitation to the Customer to submit an offer to Lance.
2.2 Binding offers are valid, unless otherwise agreed in writing, for a period of three months from dispatch.
3.1 Binding offers from Lance are accepted by written acceptance by the Customer. A mere confirmation of receipt of the offer by the Customer does not constitute acceptance.
3.2 Deviations from an offer made by Lance or other "instructions" from the Customer, e.g., delivery requests, deadlines, discounts, etc., are treated as non-binding suggestions from the Customer. They only become part of the contract if expressly accepted in writing by Lance in the order confirmation.
3.3 The scope of services to be provided results from the service description in the offer or any order confirmation by Lance, including appendices. Subsequent changes to the scope of services require written consent from Lance.
3.4 These GTC and the Data Processing Agreement pursuant to Art. 28 GDPR are an integral part of all agreements between the Parties and, together with the agreement of the Parties on the specific scope of services according to Section 3.3, form the contract (the "Contract"), which sets out all rights and obligations of Lance and the Customer.
4.1 Subject to Section 3.1, the Contract enters into force on the day of its signature and ends, depending on the agreement, either after one (1) year or after one (1) month from the initial provision of the Software to the Customer.
4.1.1 Unless a Party terminates the Contract with an annual term at least one (1) month before expiry, the Contract shall be extended by one (1) additional year in each case.
4.1.2 Unless a Party terminates the Contract with a monthly term at least three (3) business days before expiry, the Contract shall be extended by one (1) additional month in each case.
4.2 If Lance notifies the Customer that Lance's Software will demonstrably be discontinued or otherwise cease operations, the Contract may be terminated by either Party with one (1) month's notice to the end of any calendar month. Advance payments made by the Customer shall be refunded pro rata in this case.
5.1 The prices stated in the respective offer or the agreed price list for the respective contract products or services shall apply. All prices are generally stated in Euro and exclusive of VAT. Any fees, customs duties, and other taxes shall be borne by the Customer. Excluded from this are only applicable income taxes (e.g., income tax, corporate tax); these shall be borne by each Party itself.
5.2 Unless otherwise agreed, the offered prices, including the license fees according to Section 6.10, are value-secured and may be adjusted annually. The value adjustment is based on the Consumer Price Index published monthly by the Federal Statistical Office of Germany (Statistisches Bundesamt). The basis for the value adjustment is the index figure published for the month and year of contract conclusion. Prices are then adjusted each year based on the December index figure, effective January of the following year. This index figure forms the basis for the next value adjustment. The increase in prices in accordance with the change in the stated index occurs automatically. By issuing an invoice without adjusted prices, Lance does not waive the assertion of the value adjustment clause as such.
5.3 Unless expressly agreed otherwise, fees are to be transferred within 14 days (receipt) of transmission of a legally compliant invoice to an account to be separately communicated by Lance.
5.4 The Customer agrees to receive electronic invoices. Electronic invoices are sent to the Customer in PDF format by email.
5.5 For partial deliveries or partial services, Lance is entitled to issue partial invoices.
5.6 In case of default, interest of 9 percentage points above the base interest rate shall be due, regardless of whether the Customer is responsible for the default.
5.7 Lance has the right to suspend the fulfillment of its obligations under this Contract until full payment of all due fees, without prejudice to any claims for damages or other claims of Lance.
6.1 Lance licenses Software (the "Software") to the Customer pursuant to the offer underlying these GTC and on the basis of the license terms set out below.
6.2 Lance provides the Software to the Customer as a SaaS solution at the router output of the data center in which the corresponding server is located ("Transfer Point") for use. The Software remains on Lance's server at all times. Lance is not responsible for establishing and maintaining the data connection between the Customer's IT systems and the Transfer Point.
6.3 Lance grants the Customer, for the duration of the contractual relationship and subject to timely payment of license fees, a worldwide, non-exclusive, non-transferable, non-sublicensable right, limited to the Customer's users, to use the Software in unmodified form and to the extent necessary for the fulfillment of the Contract.
6.4 Only the users selected by the Customer pursuant to Section 8.2 shall have access to the Software. Users are active employees of the Customer who have been set up as users of the Software and holders of an access code. The Customer undertakes to enable access to the Software exclusively for active users. Lance is entitled to define a maximum number of users in the offer underlying these GTC.
6.5 The Customer shall ensure that all users keep their respective access data secret and do not pass it on to third parties. Any form of account sharing, i.e., the use of the same access code by different persons, is not permitted. If account sharing is detected, Lance is entitled to set up each non-user who has used the access code as a user of the Customer pursuant to Section 6.4 and to charge corresponding license fees for the period from the initial account sharing.
6.6 Beyond the above usage rights, no rights to the Software are granted to the Customer. The Customer is specifically prohibited from: (i) reverse engineering, disassembling, or decompiling the Software or parts thereof, unless such restriction is expressly limited by applicable mandatory laws; (ii) removing, altering, or defacing copyright notices or other notices of proprietary rights or intellectual property rights from the Software; (iii) developing or producing software development kits or corresponding products using the Software, or marketing or distributing such products in any way; (iv) granting sublicenses for the Software to entrepreneurs, distributing it to entrepreneurs, or making it available as separate components without Lance's products; (v) appointing sub-distributors unless expressly permitted in this agreement; (vi) otherwise distributing, sublicensing, or otherwise transferring the Software to third parties, unless expressly permitted in this agreement or in a written agreement between Lance and the Customer; (vii) copying, exporting, re-exporting, sublicensing, renting, lending, leasing, disclosing, selling, marketing, re-licensing, otherwise transferring the Software (or parts thereof) to third parties, or using or permitting the use of the Software (or parts thereof) in any manner not expressly permitted.
6.7 The Software is based on a Large Language Model (LLM). The Customer is aware and accepts that due to the experimental nature and inherent functioning of this AI technology, Lance cannot assume any warranty or other liability for the accuracy, correctness, completeness, consistency, or repeatability of the results generated by the Software. The results generated by the Software are not intended or suitable as a substitute for independent evaluation, analysis, and decision-making by the Customer.
6.8 To the extent that Lance provides the Customer with new versions or patches (the "Updates") to the Software and no other agreement has been made in this regard, the Customer shall incur no additional costs for these Updates, and the provisions of this Contract or the license pursuant to Section 6 shall apply to these Updates. It is clarified that Lance is not obligated to provide Updates.
6.9 Lance will make reasonable efforts to ensure 24/7 access to the Software. If access to the Software is interrupted for all or part of a day (business day/working hours) due to extraordinary circumstances or due to backup or maintenance work, Lance will inform the Customer as soon as and to the extent reasonably possible.
6.10.1 License fees according to the offer underlying these GTC or the agreed price list shall apply for the use of the Software.
6.10.2 Unless otherwise agreed, license fees for the contract term are to be paid in advance.
6.10.3 Section 5 of these GTC otherwise applies to license fees.
6.11.1 If a third party asserts claims against the Customer on the grounds that the use of the Software or components thereof, information, instructions, or data provided to the Customer under this Contract and used by the Customer infringes its intellectual property rights and related protective rights, Lance shall indemnify the Customer if the Customer complies with the following provisions:
6.11.2 If Lance has reason to believe or if it is determined that the Software or components thereof may have infringed the ownership, copyright, and other protective rights of a third party, Lance has the choice either to modify the Software or the affected components thereof so that their use is no longer infringing (whereby their usability and functionality must essentially be preserved) or to procure a license for continued use. If neither of these options is economically reasonable, Lance is entitled to terminate the right of use for the relevant software component, demand its return, and refund fees paid and expenses incurred by the Customer.
6.11.3 Lance will not indemnify the Customer if the latter modifies the Software or components thereof or uses it outside the scope of use set forth in this Contract, provided the claim for infringement could have been avoided by using an unmodified version of the Software.
6.11.4 This Section 6.11 conclusively governs the Parties' remedies for claims and damages relating to indemnification for infringement of intellectual property rights and related protective rights (legal defects).
7.1.1 Lance provides maintenance services for the Software pursuant to the offer underlying these GTC.
7.1.2 Maintenance of the Software includes the following services by Lance, provided at its own discretion:
7.1.3 If urgent maintenance work needs to be performed, Lance reserves the right to temporarily interrupt access to all or part of the Software without notice. Such temporary interruption shall not be deemed a breach of contract by Lance, and any liability of Lance in this regard is excluded.
7.1.4 Lance assumes no warranty or other liability for defects, damages, or malfunctions of the Software that are directly or indirectly attributable to the Customer not using the Software properly or the technical requirements for using the Software on the Customer's side not being or no longer being met (e.g., changes in the Customer's IT environment). In such a case, Lance is entitled to refuse maintenance and support services that go beyond the mandatory statutory warranty obligations or to charge a separate fee for providing these services.
7.2.1 Lance provides support services pursuant to the offer underlying these GTC.
7.2.2 Support is available Monday to Friday between 09:00 and 17:00 CET and is provided via the contact options provided on the website. Inquiries are generally processed during business hours sorted by their receipt date.
7.3.1 The place of performance for services under the offer underlying these GTC is where the respective service is provided.
7.3.2 The risk for a service or partial service passes to the Customer upon its provision.
8.1 It is the Customer's responsibility to create the technical requirements for receiving the Software at the Transfer Point and using it. The Customer is solely responsible for providing the hardware and software necessary for using the Software and their minimum specifications. The provision of these minimum requirements and telecommunications services, including transmission services from or to the Transfer Point, are not part of the offer but are solely the Customer's responsibility.
8.2 It is the Customer's responsibility to provide Lance with the names and contact details of those active employees who are to be set up as users of the Software and holders of an access code pursuant to Section 6.4 at the time of contract conclusion. The Customer is responsible for providing this information completely and correctly to ensure proper setup and use of the Software. Changes to the list of users must be communicated to Lance immediately.
9.1 If Lance is in delay with the provision of Software or with the provision of services, this initially does not change the continued existence of the underlying agreement. In case of delay, the Customer must grant Lance a reasonable grace period of at least 2 weeks to fulfill the contract. If Lance allows the grace period granted in this way to elapse without fulfilling the obligation reminded therein, the Customer is entitled to terminate the Contract to the extent reminded or, if it is a partial service, only to terminate the partial service.
9.2 If services cannot be performed within an agreed period or by an agreed date due to circumstances within the Customer's sphere (e.g., non-fulfillment of technical requirements for using the Software, inadequate internet connection, missing or inadequate provision of access data, delays in providing required information or content, or non-installation of necessary software components), Lance is not in delay with these deliveries or services. Furthermore, Lance may charge all additional costs (e.g., frustrated internal costs, frustrated costs for subcontractors, etc.) that arise due to such a delay and that Lance can at least plausibly demonstrate, in addition to the agreed prices. If Lance uses its own personnel for this, the hourly rates usually charged by Lance and plausibly demonstrated shall be charged.
10.1 Lance warrants under the conditions set forth in these GTC that the services are provided in accordance with this Contract and are essentially free of material defects and defects in title. The burden of proof for the existence of a material defect or defect in title lies in any case with the Customer. Such must be reproducible in any case. A presumption of defectiveness is excluded.
10.2 Unless expressly agreed otherwise, the warranty period for Software and work services is 12 months from delivery. It begins at the time of transfer of use and risk.
10.3 Warranty by Lance is excluded in the following cases:
10.4 The Customer is subject to an inspection and notification obligation within 14 days regarding the contract products. After unused expiry of this period, the assertion of any warranty and damage claims based on recognizable defects is excluded. In any case, the Customer must notify Lance in writing of all service disruptions.
10.5 In case of defects, Lance shall in any case first have the opportunity to provide warranty through repair.
10.6 If two repair attempts fail, the Customer is entitled to set a reasonable grace period for defect rectification. The Customer must expressly and in writing point out that they reserve the right to demand price reduction or, if the defect is not minor, to rescind the Contract if the repair fails again. If further repair also fails, the Customer may reduce the price or withdraw from the Contract, the latter only if the defect is not minor, whereby the Customer must prove the contrary.
10.7 Section 11 of this Contract applies to liability for defect damages and consequential damages from defects.
10.8 If Lance provides services, e.g., in troubleshooting or rectification, without a defect being present, or if it turns out that the error was caused by the Customer, Lance may charge the effort used for this at the agreed hourly rate.
10.9 No warranty beyond the warranty obligations in this Section 10 is assumed.
11.1 Lance is liable for damages due to breach of contract – except for personal injury – only in cases of gross negligence. Lance is not liable for entirely unforeseeable or atypical damages. Lance is also not liable in the cases of Section 10.3.
11.2 Except in cases of intentional or grossly negligent damage, neither Party shall be liable for consequential damages (from defects), indirect damages, lost profits, loss of revenue or interest, or damages from loss of data or unlawful data use.
11.3 The total liability of Lance from and in connection with the contractual relationship is in any case limited to the order value. The order value within the meaning of this Section 11.3 corresponds to the amount of the total agreed and paid fees by the Customer for the respective contract products or services or Software, but maximum the respective fee for the last 12 calendar months.
11.4 Lance assumes no liability for damages arising from a system-related failure, interruptions, or disruptions to the technical systems and services of the Software that are not attributable to Lance.
11.5 The limitation period for damage and other compensation claims is 1 year.
11.6 The Parties expressly waive the right to contest this Contract due to error or due to frustration of the basis of the transaction.
11.7 Any liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.
12.1 If a Party is prevented from fulfilling its obligations by a Force Majeure Event (the "Affected Party"), it shall not be in breach of contract and shall not be liable for non-fulfillment or delay in fulfilling the affected obligations, provided it has complied with Section 12.3. The period for fulfilling the affected obligations shall be extended for the duration of the Force Majeure Event and, if the Force Majeure Event continues to have an effect thereafter, for as long and to the extent that it has an effect.
12.2 The Affected Party shall:
12.2.1 Inform the other Party as soon as possible after the start of the Force Majeure Event about the Force Majeure Event, the date of its start, if foreseeable, its probable or possible duration, and the effects of the Force Majeure Event on its ability to fulfill its obligations.
12.2.2 Make all reasonable efforts to mitigate the effects of the Force Majeure Event on the fulfillment of its obligations.
12.3 "Force Majeure Event" means any unforeseeable circumstance beyond a Party's control, including but not limited to the following circumstances (each subject to such circumstance actually being unusual and unforeseeable and beyond the Party's control): (i) storms, floods, droughts, earthquakes, or other natural disasters; (ii) epidemics or pandemics; (iii) sabotage, terrorist attacks, civil wars, civil unrest, rebellion or insurrection, war, threat of war or preparation for war, armed conflict, imposition of sanctions, embargo, severance of diplomatic relations, interference with the production or supply chain by civil or military authorities (whether legal or de facto); (iv) nuclear, chemical, or biological contamination; (v) collapse of buildings, fire, explosions; (vi) cyber attacks; (vii) interruption or failure of utilities; (viii) strikes and lawful lockouts; (ix) impossibility of obtaining supplies, labor, or means of transportation from a third party when such impossibility is caused by an event beyond the control of the third party which, had it occurred to the Party, would constitute a Force Majeure Event under this clause. A general shortage of raw materials or allocations shall in no case be considered a Force Majeure Event. If a Force Majeure Event occurs, the Affected Party must notify the other Party as soon as possible, but no later than 3 days after the event, and provide appropriate evidence.
13.1 The Parties undertake to comply with the statutory and EU data protection regulations and to ensure compliance with these regulations, in particular by their employees.
13.2 The Customer is the "controller" of the data within the framework of this contractual relationship and also in terms of data protection law. Whether and to what extent third parties enter personal data into the system or access such data remains solely at the Customer's discretion, and the Customer assumes sole responsibility for any data protection violations resulting therefrom.
14.1 Lance has sole ownership and all intellectual property rights (including trademark rights, copyrights, database rights, source and object codes) to the Software, its components, instruments, and contents. The Customer does not acquire any ownership rights to the Software, software components, modifications and developments thereto, or Lance's know-how. The Customer undertakes to refrain from anything that would enable it or third parties to imitate the Software, the structure of the Software, or the presentation, design, and layout of the Software or parts thereof. If a Customer becomes aware that a third party is infringing or attempting to infringe Lance's rights regarding the Software, they must inform Lance immediately.
15.1 The Parties shall treat all information and documents that come to their knowledge in connection with the performance of this Contract and are not generally known, in particular trade secrets and business secrets, confidentially and keep them secret from third parties. Trade secrets also include technical know-how, operating methods, and security measures (hereinafter collectively "Information").
15.2 This confidentiality obligation does not exist if and to the extent that the Party burdened with the confidentiality obligation proves that (i) the relevant Information was public, i.e., published or generally accessible, at the time of acquisition, or (ii) became public after acquisition without fault of the Parties, or (iii) was already known to the Party at the time of acquisition, or (iv) was made public by third parties after acquisition in a lawful manner, i.e., without violating a confidentiality obligation.
15.3 The confidentiality obligation also does not apply to Information that must be disclosed due to enforceable official or court orders or legal obligations. However, the Parties shall immediately inform each other of such measures.
16.1 The non-exercise of a right under this Contract by one of the Parties does not constitute a waiver of the future assertion of this right.
16.2 The Customer is not entitled to set off claims against Lance – regardless of legal grounds – against Lance's claims under this Contract.
16.3 Amendments and supplements to this Contract require written form and are made according to the procedures provided for in this Contract. This also applies to deviating from this written form requirement.
16.4 If a provision of this Contract is or becomes invalid or unenforceable, this does not affect the validity or enforceability of the remaining provisions of this Contract. In this case, a valid and enforceable provision that comes closest to the purpose of the provision to be replaced shall apply. This applies accordingly to filling any gaps in this Contract.
16.5 To the extent that a provision of these GTC conflicts with a provision of the offer or an appendix to the offer, the conflicting provision of an offer or the appendix to the offer shall take precedence over these GTC. To the extent that a provision of the offer conflicts with a provision of an appendix to the offer, the conflicting provision of the appendix to the offer shall take precedence over the provision of the offer.
16.6 Lance is entitled to use subcontractors and other third parties for the purpose of fulfilling its obligations under this Contract without the Customer's consent or to be represented by third parties.
16.7 German law shall apply exclusively to these GTC and the contractual relationship between Lance and the Customer, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
16.8 For all disputes or claims arising from or in connection with this Contract, including disputes about its validity, breach, termination, or nullity, as well as its pre- and post-effects, the exclusive jurisdiction of the court competent for commercial matters in Munich shall be agreed.
16.9 The possible invalidity of individual provisions does not affect the validity of the remaining General Terms and Conditions. The respective statutory provisions shall apply in place of invalid or missing provisions.
Lance UG (haftungsbeschränkt)
Tal 44
80331 Munich, Germany
Email: office@lance.work
Commercial Register: Amtsgericht München, HRB 307841
These Terms and Conditions were last updated in January 2026.