Terms of Service / Allgemeine Geschäftsbedingungen

1. Scope

These terms apply to all business relationships between Nezam.ai GmbH ("we", "us") and our clients ("Client"). They apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law, and special funds under public law. Conflicting or deviating terms of the Client are not recognised unless we have expressly agreed to them in writing.

2. Website content

The content of this website, including any figures, timelines and illustrative examples shown in the interactive demonstrations, is provided for general information. It does not constitute a binding offer, a warranty of particular properties, or an assurance of specific results.

3. Formation of contract

Quotations are non-binding until confirmed in writing. A contract is formed when we issue a written order confirmation or a signed statement of work (SOW), which together with these terms defines the scope, deliverables, timeline and fees of the engagement.

4. Fees and payment

Fees are agreed per engagement in the relevant SOW. Unless otherwise agreed, invoices are payable within 14 days of receipt without deduction. All prices are net and exclusive of statutory VAT. In case of default, we are entitled to interest pursuant to § 288 BGB.

5. Client cooperation

The Client shall provide, in good time and at no cost, the access, data, systems, test environments and subject-matter contacts reasonably required for delivery. Delays caused by missing cooperation extend agreed timelines accordingly.

6. Intellectual property

Unless otherwise agreed in the SOW: the Client receives a non-exclusive, non-transferable right to use the deliverables produced for it, for its own internal business purposes, upon full payment. We retain all rights in pre-existing materials, generic know-how, tools, frameworks and reusable components used in delivery.

7. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party and use it solely for the purposes of the engagement. This obligation survives termination for 3 years. It does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

8. Data protection and processing

Where we process personal data on behalf of the Client, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR (Auftragsverarbeitungsvertrag) before processing begins. Our handling of personal data collected via this website is described in our Privacy Policy.

9. Warranty

We deliver services with due professional care in accordance with the agreed specification. Statutory warranty rights apply. The Client shall inspect deliverables without undue delay and notify defects in text form, describing them in reasonable detail.

10. Limitation of liability

We are liable without limitation for intent and gross negligence, for injury to life, body or health, and under the Product Liability Act (ProdHaftG). In cases of slight negligence we are liable only for breach of a material contractual obligation (Kardinalpflicht), and then limited to the foreseeable damage typical for this type of contract. Any further liability is excluded.

Liability under this section is capped at the fees paid under the relevant SOW in the 12 months preceding the event, except where mandatory law provides otherwise.

11. Term and termination

Fixed-scope engagements end on acceptance of the deliverables. Ongoing engagements may be terminated by either party with 30 days' written notice to the end of a month. The right to terminate for cause remains unaffected.

12. Governing law and jurisdiction

These terms and all resulting disputes are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for merchants is City, Germany.

13. Severability

Should any provision of these terms be or become invalid, the validity of the remaining provisions is unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the intended economic purpose.