General Terms and Conditions (B2B)

1. Scope

These terms govern business relationships between Nezam AI GmbH (“Nezam AI”) and customers who are entrepreneurs within the meaning of Section 14 BGB. Deviating customer terms apply only if Nezam AI has expressly agreed to them in text form.

2. Website and quotations

Website content, examples, metrics and time indications are for general information and do not constitute a binding offer or promise of success. The individual quotation, order confirmation or mutually agreed Statement of Work (“SOW”) is authoritative.

3. Formation and scope of the contract

A contract is formed by an order confirmation issued in writing or text form or by signing an SOW. Scope, dates, remuneration and acceptance criteria are specified in these contract documents. Changes require a documented agreement.

4. Remuneration and payment

All prices are exclusive of statutory VAT. Unless otherwise agreed, invoices are due without deduction within 14 days. Statutory rules apply in the event of default, in particular Section 288 BGB.

5. Customer cooperation

The customer provides required information, access, systems, test data and contacts in good time. Delays caused by missing cooperation extend affected deadlines appropriately; demonstrable additional costs may be charged after prior notice.

6. Rights of use

Unless the SOW provides otherwise, after full payment the customer receives a non-exclusive, perpetual and worldwide right to use deliverables created individually for it for its own business purposes. Rights to pre-existing components, tools, frameworks and general know-how remain with the respective party.

7. Confidentiality

Both parties treat non-public information as confidential and use it solely for the contractual purpose. This obligation applies for 3 years after the end of the contract; secrets protected for longer by law or contract remain unaffected.

8. Data protection

The parties comply with applicable data protection law. If Nezam AI processes personal data on behalf of the customer, the parties enter into an agreement under Article 28 GDPR before processing begins.

9. Acceptance and defects

Services requiring acceptance are deemed accepted when, after provision and a reasonable review period, the customer expressly accepts them or uses them in production without reporting a material defect described in a traceable manner. Statutory defect rights remain unaffected.

10. Liability

Nezam AI has unlimited liability for intent and gross negligence, injury to life, body or health, under the German Product Liability Act and in other cases of mandatory statutory liability.

For a slightly negligent breach of a material contractual obligation, liability is limited to foreseeable damage typical for the contract. To the extent permitted by law, liability is additionally limited to the net remuneration paid under the affected Statement of Work during the 12 months preceding the damaging event. Liability for slight negligence is otherwise excluded.

11. Term and termination

Project contracts end upon full performance and acceptance. Unless the SOW provides otherwise, ongoing services may be terminated in text form with 30 days’ notice to the end of a month. The right to terminate for cause remains unaffected.

12. Governing law and jurisdiction

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. To the extent permitted by law, the exclusive place of jurisdiction for merchants, legal entities under public law and special funds under public law is Potsdam.

13. Final provisions

Individual agreements take precedence. If a provision is ineffective, the remaining provisions remain effective. The statutory provisions take the place of the ineffective provision.