General Terms and Conditions

English courtesy translation of our German terms. In case of doubt or legal dispute, the German version is the legally binding one.

§ 1 Scope

(1) These General Terms and Conditions (“Terms”) apply to all contracts for consulting, automation and software development services between Zero-Point Computer GmbH, Prinzenallee 1, 40549 Düsseldorf, Germany (“HAILEVEL” or “Contractor”) and the client.

(2) The Terms apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers.

(3) Differing, conflicting or supplementary terms of the client only become part of the contract if HAILEVEL has expressly agreed to their validity in text form.

(4) Individually agreed provisions in the proposal or project contract take precedence over these Terms.

§ 2 Subject matter and scope of services

(1) The subject matter of the contract are the services described in the respective proposal, in particular consulting and conception, workflow automation, development of business apps, portals and MVPs as well as the development and integration of AI agents and AI-supported systems.

(2) The specific scope of services, schedule, remuneration, acceptance criteria and any milestones follow from the respective proposal in text form or project contract. Only the services expressly listed there are owed.

(3) Unless expressly agreed as a contract for work and services with acceptance, the services are provided as services pursuant to §§ 611 et seq. BGB. HAILEVEL then owes the agreed service, not a specific economic result.

(4) Third-party services (e.g. cloud infrastructure, AI models, interfaces, licence costs) are not part of the contract unless expressly listed in the proposal. Their use is subject to the terms of the respective provider.

§ 3 Proposal and conclusion of contract

(1) Proposals by HAILEVEL are non-binding unless expressly marked as binding. A contract is concluded when the client accepts the proposal in text form (e.g. by email or digital signature).

(2) Unless stated otherwise, binding proposals are valid for 14 days from the date of the proposal.

(3) Subsequent change or extension requests by the client (change requests) require a separate agreement in text form. On request, HAILEVEL will prepare a supplementary proposal including the effects on remuneration and schedule.

§ 4 Client's duty to cooperate

(1) The client supplies the documents, access credentials and materials needed for the project in good time and without separate remuneration. The client also names a contact person authorised to make the necessary decisions.

(2) The client warrants that all content, data and materials provided by it are free of third-party rights or that it holds the necessary rights of use. The client indemnifies HAILEVEL against third-party claims arising from the contractual use of such content to the extent the client is responsible for the underlying infringement.

(3) If the project is delayed due to missing or late cooperation by the client, agreed dates and deadlines are postponed appropriately. Additional effort is remunerated separately at the agreed hourly rates, alternatively pursuant to § 612 (2) BGB.

(4) The client is responsible for the lawfulness of the planned use of the solution, in particular for compliance with data protection, industry-specific and competition law requirements within its area of responsibility.

§ 5 Remuneration and payment terms

(1) Remuneration follows from the respective proposal. Unless agreed otherwise, billing is based on a fixed price. All prices are net plus statutory VAT.

(2) If the proposal contains no separate payment schedule, half of the remuneration becomes due when work begins and the other half after acceptance or delivery of the service. The payment term for invoices is 14 days net from the invoice date.

(3) In the event of late payment, the statutory provisions for entrepreneurs apply, in particular default interest pursuant to § 288 (2) BGB. In the event of default, HAILEVEL is entitled to suspend performance until all amounts due have been paid in full.

(4) The client may only offset or withhold payment on the basis of undisputed or legally established counterclaims.

§ 6 Performance periods, dates and delays

(1) Performance dates and deadlines are only binding if they have been expressly designated as binding. Compliance requires the client's timely cooperation.

(2) Delays due to force majeure or circumstances for which HAILEVEL is not responsible (e.g. failure of third-party systems or interfaces) entitle HAILEVEL to postpone performance by the duration of the impediment plus a reasonable restart period. HAILEVEL will inform the client of this without delay.

§ 7 Acceptance

(1) Where work results are agreed, the client receives the completed service for review. Within 14 days, the client either declares acceptance or describes specific defects in text form.

(2) The service is deemed accepted once the client begins productive use or if no specific notice of defects is received within the period under paragraph 1. HAILEVEL informs the client of this consequence upon handover. Immaterial defects do not prevent acceptance and are remedied under the defect liability provisions.

§ 8 Rights of use and intellectual property

(1) After full payment of the agreed remuneration, HAILEVEL grants the client the simple right, unlimited in time and territory, to use the work results created individually for the client for the contractually intended purposes. Until full payment, use is permitted on a revocable basis. Unless agreed otherwise, transfer to third parties or modification requires HAILEVEL's consent.

(2) HAILEVEL or the respective rights holders retain all rights in pre-existing or generally reusable components, including frameworks, libraries, building blocks, internal tools, know-how and methods. The client may use those components to the extent required for the contractually intended operation of the work result; this right is non-exclusive and non-transferable.

(3) Open source components are subject exclusively to the respective open source licence terms.

(4) After completion, HAILEVEL may include the client's name, logo and a description of the project in its own references. An objection by the client in text form excludes such use.

§ 9 AI-supported services

(1) Where services are based on third-party AI systems (e.g. language models, automation platforms), the usage and licence terms of those providers apply in addition. HAILEVEL has no influence over the availability, pricing or feature scope of those third-party systems.

(2) AI-generated results may be incomplete or incorrect. The client reviews AI-generated results before productive use; factual accuracy is not guaranteed unless expressly agreed otherwise.

(3) Personal data is only transferred to third-party AI systems on the basis of a corresponding agreement (e.g. data processing agreement) and under the client's responsibility as regards the lawfulness of the processing.

(4) The standard services offered by HAILEVEL are designed for the specific purpose of use agreed in the respective contract. They are not designed to be provided as high-risk AI systems within the meaning of Art. 6 in conjunction with Annex III of Regulation (EU) 2024/1689 (the "AI Act"); whether a system qualifies as high-risk AI depends on the actual purpose of use and is the client's responsibility. HAILEVEL gives no warranty that the work results comply with AI Act requirements when used for a purpose deviating from the contract. HAILEVEL does not provide AI practices prohibited under Art. 5 of the AI Act and is entitled to decline assignments with such a purpose.

(5) Before conclusion of the contract, the client shall assess whether the intended purpose of use falls within one of the areas listed in Annex III of the AI Act (in particular employment and recruitment, creditworthiness and risk assessment, education, biometric procedures or critical infrastructure) and shall notify HAILEVEL accordingly. Absent such notice, HAILEVEL may assume a purpose outside the Annex III areas and owes no additional obligations relating thereto. If an Annex III purpose becomes apparent later, HAILEVEL is entitled to adapt or suspend the affected services or to terminate the contract in this respect for cause; the client bears necessary additional costs arising therefrom to the extent it culpably failed to give the notice under sentence 1.

(6) The deployer of the work results within the meaning of the AI Act is the client as soon as it uses them under its own responsibility. HAILEVEL provides its services as a contractor within the scope of the agreed purpose and only acts as deployer itself where it operates a system in its own name (e.g. its own website or internal tools). Where the client puts a work result into service or places it on the market under its own name or trademark, it is deemed the provider within the meaning of the AI Act to that extent (cf. Art. 25 AI Act). As deployer, the client is in particular responsible for the permissible purpose of use, for establishing effective human oversight (human-in-the-loop), for the training and AI literacy of its staff (Art. 4 AI Act) and for meeting the transparency and disclosure obligations towards its users and affected persons (Art. 50 AI Act).

(7) The client shall indemnify HAILEVEL against third-party claims arising from the client's use or operation of the work results or from the client's breach of its deployer obligations under the AI Act; this does not apply to the extent HAILEVEL is responsible for the claim.

(8) On request and for separate remuneration, HAILEVEL supports the client in meeting its deployer obligations, in particular through technical documentation, logging functions or labelling mechanisms. Such support leaves the client's responsibility as deployer unaffected; legal advice or a conformity assessment within the meaning of the AI Act is not part of the contract.

§ 10 Liability for defects

(1) For work results the following applies: the limitation period for claims based on defects is 12 months from acceptance, except in cases of intent, fraudulent concealment or injury to life, body or health.

(2) HAILEVEL first has the right to subsequent performance within a reasonable period. Only after subsequent performance has failed twice is the client entitled to a price reduction or rescission; damages are governed by § 11.

(3) There is no defect in the case of errors caused by content or systems provided by the client or by subsequent changes made by third parties, nor in the case of malfunctions of third-party systems outside HAILEVEL's sphere of influence.

§ 11 Liability

(1) HAILEVEL is liable without limitation in cases of intent and gross negligence, fraudulent concealment, injury to life, body or health, to the extent of any guarantee given, and under the German Product Liability Act.

(2) In cases of slight negligence, HAILEVEL is only liable for breach of material contractual obligations (cardinal obligations) whose fulfilment makes the proper performance of the contract possible in the first place; in such cases liability is limited to foreseeable damage typical of this type of contract.

(3) Within the scope of paragraph 2, indirect damage, consequential damage and lost profit are only compensable to the extent they are foreseeable and typical of this type of contract. HAILEVEL is only liable for loss of data insofar as the damage would also have occurred if the client had backed up its data properly.

(4) Except in the cases covered by paragraph 1, total liability per claim is limited to the agreed order value.

(5) The above limitations of liability also apply in favour of HAILEVEL's legal representatives, employees and vicarious agents.

§ 12 Confidentiality

(1) Both parties treat all information of the other contracting party that is not publicly known as confidential and use it exclusively to perform the contract. This continues to apply beyond the term of the contract.

(2) Excluded is information that is or becomes publicly known, that was demonstrably already known, that was developed independently, or that has to be disclosed due to a legal obligation.

(3) Processing of personal data on behalf of the client takes place on the basis of a separate data processing agreement (Art. 28 GDPR) where required. Our template is available at Data processing agreement (DPA).

§ 13 Term and termination

(1) Project contracts end when the services have been fully performed and accepted. Ongoing support, maintenance or service arrangements must be agreed separately.

(2) The right to extraordinary termination for cause remains unaffected.

(3) For services a notice period of 4 weeks to the end of the month applies unless otherwise agreed in the proposal. Partial services already rendered must be remunerated.

§ 14 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction for all disputes arising from the contractual relationship is – as far as legally permissible – Düsseldorf.

(3) Amendments and supplements to this contract must be made in text form. Individually agreed arrangements always take precedence (§ 305b BGB).

(4) Should individual provisions of these Terms be or become wholly or partly invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a valid provision that comes closest to its economic purpose.

Version: September 2026 · Zero-Point Computer GmbH, Prinzenallee 1, 40549 Düsseldorf · Email: hallo@hailevel.ai