These General Terms and Conditions (GTC) apply to all contracts between zenpAI — a project of SOMEONEs Studio, owner Oliver Klingelhoefer (the “Contractor”) — and its customers (the “Client”). They apply exclusively to businesses (§ 14 BGB), legal entities under public law, and special funds under public law. Deviating terms of the Client become effective only if the Contractor agrees to them in writing.
Descriptions of services on the website are non-binding and not an offer. A contract is concluded through an individual written quote by the Contractor and its acceptance by the Client. The scope and content of the service are governed by the respective order or statement of work.
The Contractor provides services in consulting, design, delivery and setup of on-premise AI appliances (hardware), selection and fine-tuning of local AI models, integration into the Client's system landscape, and operation and maintenance under the agreed service level. Unless agreed otherwise, for consulting and integration services the Contractor owes diligent effort (service contract), and for the delivery of hardware a result (sale/works contract).
The Client provides, in good time and free of charge, the cooperation required for performance, in particular access to premises and data center, suitable power and network connectivity, contact persons, and the cleaned data needed for fine-tuning and the knowledge base. Delays resulting from a lack of cooperation are not to the Contractor's detriment.
The prices stated in the quote apply; as a small business under § 19 UStG (Kleinunternehmer) we do not charge VAT. Multi-phase projects are billed per phase; operation and maintenance monthly. Invoices are due for payment within 14 days without deduction. Hardware may be delivered against prepayment or a down payment.
Delivered hardware remains the Contractor's property until full payment. Risk passes to the Client upon handover at the agreed location. Dates are binding only if expressly agreed as binding. Events of force majeure and hardware supply shortages extend deadlines reasonably.
Upon full payment, the Client receives the agreed usage rights to the project-specific results. The model weights fine-tuned on the Client's data, as well as its data, remain with the Client. The Contractor retains all rights to general know-how, pre-existing tools, and reusable components.
Statutory provisions apply to defects, subject to the limitations of these GTC. Obvious defects must be reported in writing within two weeks of delivery. No correctness of content or particular accuracy rate is warranted for AI outputs; what is owed is the agreed technical quality of the solution.
The Contractor is liable without limitation for intent and gross negligence and for damage arising from injury to life, body, or health. For simple negligence, it is liable only for breach of essential contractual obligations (cardinal obligations), limited in amount to the foreseeable damage typical of the contract. Liability under the Product Liability Act remains unaffected. For data loss, the Contractor is liable only insofar as the Client has carried out reasonable, regular data backups.
Both parties treat the other party's confidential information as strictly confidential and use it only for the purposes of the contract. Insofar as the Contractor processes personal data on behalf of the Client, the parties conclude a data-processing agreement under Art. 28 GDPR. Otherwise, the privacy policy applies.
Compliance. The architecture supplied by the Contractor is designed for the requirements of the GDPR and the EU AI Act. The legal compliance of the specific deployment depends on the Client's processes, data, and obligations and is determined together with the Client's data-protection and legal functions. The Contractor does not replace legal advice but provides the technical foundation on which it can build.
Project contracts end upon acceptance or full performance. Operation and maintenance contracts (SLA), unless agreed otherwise, run for an indefinite period and may be terminated with three months' notice to the end of a month. The right to extraordinary termination for good cause remains unaffected. Terminations require text form.
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes is — insofar as the Client is a merchant, legal entity under public law, or special fund under public law — Berlin. Should individual provisions be invalid, the validity of the remaining provisions remains unaffected; the invalid provision is replaced by the legally permissible rule that comes closest to its intent.
Last updated: June 2026. These terms are a carefully prepared draft and should be reviewed by a lawyer and adapted to your specific services before use.