Terms & Conditions

1. Provider, business customers, and scope

These General Terms and Conditions (“Terms”) are issued by Asad Khalid, sole proprietor trading as The Artisan Protocol, Carl-Fried-Gauß Str. 6, 28357 Bremen, Germany (“Provider”).

They apply exclusively to contracts with entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law (“Client”). The Provider does not conclude consumer contracts on the basis of these Terms.

These Terms cover software development, web and mobile development, AI and automation services, consulting, configuration, integration, hosting-related services, maintenance, support, training, licences, and related digital services agreed with the Client.

2. Order of precedence and Client terms

Individually negotiated agreements, the applicable offer or statement of work, and any project-specific licence or service-level agreement take precedence over these Terms. Deviating, conflicting, or supplementary terms of the Client do not apply unless the Provider expressly agrees to them in text form.

3. Formation of contract

Offers are non-binding unless expressly identified as binding. A contract is formed when the Client accepts an offer within its validity period, the Provider confirms an order in text form, or the Provider begins performance at the Client’s request. These Terms become part of a contract only where the Client is informed of them before contract formation and has a reasonable opportunity to review and accept them.

4. Services and project scope

The agreed offer or statement of work defines the services, deliverables, responsibilities, schedule, technical assumptions, and remuneration. The Provider performs services in accordance with the agreed requirements and the professional standard customary for the relevant work.

Unless a specific result is expressly owed, services are provided as services rather than as a contract for work. Advice, estimates, prototypes, and technical recommendations are based on the information and conditions available when they are provided.

5. Client cooperation

The Client must provide complete and accurate information, decisions, access, test data, infrastructure, materials, approvals, and suitably authorised contact persons when reasonably required. The Client is responsible for reviewing requirements and deliverables promptly and for securing the rights needed for materials it supplies. Consequences caused by delayed or defective cooperation, including schedule changes and reasonable additional effort, are borne by the Client.

6. Changes to scope

Either party may propose a change. The Provider may assess its effect on effort, remuneration, dependencies, risks, and dates before implementation. A change becomes binding only when agreed in text form. Until then, the Provider may continue according to the existing scope and schedule.

7. Third-party services and open-source software

The Provider may use appropriate employees, subcontractors, cloud services, development tools, and third-party components. Third-party and open-source components remain governed by their respective terms and licences. The Provider will identify material third-party dependencies where reasonably relevant to the Client’s use of a deliverable. Availability, changes, and discontinuation of third-party services remain outside the Provider’s control.

8. Remuneration, expenses, and payment

Remuneration is determined by the applicable offer. Unless otherwise agreed, time-based services are billed according to actual effort and agreed rates. Reasonable, agreed travel and third-party expenses are charged separately. All prices are exclusive of statutory value-added tax where applicable.

Invoices are due within 14 calendar days of receipt without deduction. Statutory rights concerning default interest and recovery costs apply. The Client may set off or exercise a right of retention only with claims that are undisputed, finally adjudicated, or arise from the same contractual relationship.

9. Dates, delays, and force majeure

Dates are binding only when expressly agreed as binding. Agreed periods are extended appropriately where delay is caused by Client cooperation, a requested change, or circumstances outside the Provider’s reasonable control. Neither party is liable for delay caused by force majeure, including serious infrastructure failure, cyberattack, epidemic, industrial dispute, governmental action, or comparable unforeseeable event, provided the affected party informs the other without undue delay and takes reasonable steps to limit the effects.

10. Acceptance

Where a deliverable is subject to acceptance, the Client must examine it within the agreed period or, if none is agreed, within a reasonable period. The Client may refuse acceptance only for a material deviation from the agreed requirements and must describe the issue sufficiently for it to be assessed and reproduced. Minor defects do not prevent acceptance and will be remedied within a reasonable period.

11. Rights of use and Client materials

The Provider retains ownership of its pre-existing materials, reusable modules, methods, tools, templates, concepts, general know-how, and developments not created specifically for the Client. The Client retains its rights in materials it supplies and warrants that their agreed use does not infringe third-party rights.

Upon full payment, the Client receives the rights of use expressly described in the offer or statement of work. If the agreement does not specify the scope, the Client receives a non-exclusive, perpetual right to use the custom deliverable to the extent necessary for the contractual purpose. Transfer, sublicensing, source-code delivery, exclusivity, and rights to adaptations require express agreement.

12. Confidentiality and data protection

Each party must protect non-public commercial, technical, and organisational information received from the other, use it only for the contract, and disclose it only to persons who need it and are subject to appropriate confidentiality obligations. Statutory disclosure duties remain unaffected.

Each party is responsible for its own compliance with applicable data-protection law. If the Provider processes personal data on the Client’s behalf, the parties will enter into a data-processing agreement under Article 28 GDPR before such processing begins.

13. Defects and remediation

The statutory rules on defects apply, subject to the agreed nature and classification of the services. The Client must notify the Provider of a suspected defect promptly and provide information reasonably needed for diagnosis. The Provider may first choose to remedy a defect or supply a conforming replacement where legally permitted. No defect exists solely because a third-party service changes or because a deliverable is used outside the agreed environment or contrary to documentation.

14. Liability

The Provider is liable without limitation for intent and gross negligence; injury to life, body, or health; fraudulent concealment; an expressly assumed guarantee; and liability that cannot legally be limited, including liability under the German Product Liability Act.

For ordinary negligence, the Provider is liable only for breach of an essential contractual duty whose performance enables proper execution of the contract and on whose performance the Client may regularly rely. In that case, liability is limited to the loss typical for the contract and reasonably foreseeable when the contract was concluded. Otherwise, liability for ordinary negligence is excluded. These limitations also apply to the Provider’s employees, representatives, and agents.

15. Term and termination

The term and ordinary termination rights for ongoing services are set out in the applicable agreement. The right of either party to terminate for good cause remains unaffected. Termination must be made in text form. On termination, the Client must pay for services properly performed and non-cancellable commitments incurred up to the effective termination date.

16. Final provisions

German law applies, excluding the UN Convention for the International Sale of Goods. If the Client is a merchant, legal entity under public law, or special fund under public law, Bremen is the exclusive place of jurisdiction; the Provider may also bring proceedings at the Client’s general place of jurisdiction. The place of performance is Bremen unless otherwise agreed.

If a provision is wholly or partly invalid, the remaining provisions remain unaffected. The invalid provision is replaced by the applicable statutory rule. Amendments and additions should be documented in text form; individually negotiated agreements remain unaffected.