Note: These terms are pre-filled with common standard values and do not constitute legal advice. Please have the document reviewed by a lawyer before use — especially the rights-of-use (section 7) and liability (section 10) clauses, as these are business decisions. The German version (AGB) is legally authoritative.
1. Scope
These General Terms and Conditions apply to all contracts between Zeno Labs, owner Felix Rosek (the "Contractor"), and its clients (the "Client") regarding software development, AI solutions, consulting and related services. They apply exclusively to businesses (entrepreneurs). Deviating terms of the Client only apply if the Contractor expressly agrees in writing.
2. Subject matter and services
The subject of the contract is the service specifically described in the respective quote or statement of work (e.g. development of a prototype, application, AI agent, RAG/knowledge system or automation). The scope of the individual quote is decisive. No specific economic effect or result beyond the agreed scope is owed unless expressly agreed.
3. Quote and conclusion of contract
Quotes by the Contractor are non-binding. A contract is concluded when the Client accepts the quote in writing or by email, or when the Contractor begins providing the service.
4. Client's obligations to cooperate
The Client provides all information, content, access and contacts required for the service in a timely and complete manner. Delays caused by missing cooperation extend agreed deadlines accordingly.
5. Remuneration and payment
Remuneration is based on the respective quote and agreed individually per project — as a flat fee or on a time-and-materials basis. As a small business under § 19 of the German VAT Act (Kleinunternehmer), no VAT is charged. Invoices are payable within 14 days of the invoice date without deduction. For longer projects, partial or interim payments may be agreed.
6. Dates and deadlines
Dates and deadlines are only binding if expressly agreed as binding. Stated timeframes (e.g. a prototype in around 14 days) are guide values and require the Client's timely cooperation.
7. Rights of use
Upon full payment of the agreed remuneration, the Contractor grants the Client the non-exclusive, permanent, unlimited (in time and territory) rights of use to the work results created specifically for the Client. Pre-existing components, libraries, frameworks and the Contractor's general know-how are excluded; a non-exclusive right of use within the scope of the contract's purpose is granted to these. Third-party software (e.g. open source, AI models, cloud services) is subject to its respective license terms.
8. Confidentiality and data protection
Both parties treat the other party's confidential information as confidential. The Contractor processes personal data in compliance with the GDPR; where agreed, hosting and processing take place within the EU. Where the Contractor processes personal data on the Client's behalf, a separate data processing agreement (DPA) under Art. 28 GDPR is concluded.
9. Warranty
The Contractor warrants that the service conforms to the agreed statement of work. Defects must be reported without undue delay. The Contractor is first entitled to remedy. Warranty follows statutory provisions unless otherwise stipulated below.
10. Liability
The Contractor is liable without limitation for intent and gross negligence and for damage from injury to life, body or health. For ordinary negligence, the Contractor is liable only for breach of a material contractual obligation, limited in amount to the typical, foreseeable damage, but no more than the net remuneration agreed for the respective project (order value). Any further liability is excluded. Liability under product liability law remains unaffected.
11. Term and termination
Project contracts end upon acceptance or completion of the agreed service. Continuing obligations (e.g. support/maintenance) may be terminated with a notice period of four weeks to the end of the month. The right to extraordinary termination for good cause remains unaffected. Termination requires text form.
12. Final provisions
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. Place of jurisdiction, where permitted, is Hamburg. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected. Amendments require text form.
As of: May 2026