Terms of Service

These terms apply to all contracts, offers, and services between JadayLix Studio ("we", "us") and the client ("you") concerning software development, AI and machine learning engineering, LLM applications, MLOps, data science, web and SaaS development, and IT consulting. Deviating terms of the client do not apply unless we have expressly agreed to them in writing.

The specific scope of services results from the respective offer, order confirmation, or individual contract. This may include bespoke software development, AI consulting, the provision of software-as-a-service (SaaS) products, LLM-based services, our invoice-extraction SaaS, and future SaaS products. We may use qualified subcontractors and third-party services to deliver our services.

Our offers are non-binding unless expressly marked as binding. A contract is concluded when we confirm an order in text form or commence performance of the requested service.

The client shall provide, in good time and free of charge, all information, materials, access, and cooperation reasonably required for the performance of the services. Delays or defects resulting from incomplete or incorrect information provided by the client are not our responsibility. The client is responsible for backing up their own data unless expressly agreed otherwise.

Unless otherwise agreed in writing, we grant the client, upon full payment, a non-exclusive right to use the delivered work results for the contractually intended purpose. Pre-existing components, libraries, tools, know-how, and generic software modules developed by us remain our property and may be reused. Open-source components are subject to their respective licenses.

Unless otherwise agreed, invoices are due within 14 days of the invoice date without deduction. In accordance with the small-business regulation under § 19 UStG, no value-added tax is currently charged. In the event of default, statutory default interest applies. We may suspend services for overdue payments after prior notice.

We warrant that services are performed with professional care and substantially in accordance with the agreed specification. The client shall inspect deliverables and report defects in text form without undue delay. In the case of justified defects, we are entitled to remedy them by rework or replacement within a reasonable period. Software is provided based on the current state of technology; it cannot be guaranteed to be entirely error-free.

We are liable without limitation for damages resulting from injury to life, body, or health, and for damages caused intentionally or through gross negligence. For slight negligence, we are liable only for the breach of essential contractual obligations (cardinal obligations) and only up to the foreseeable, contract-typical damage. Liability for indirect damage, loss of profit, or loss of data (beyond the cost of restoring properly backed-up data) is excluded to the extent permitted by law. Mandatory liability under the Product Liability Act remains unaffected.

Services involving artificial intelligence, machine learning, or large language models may produce outputs that are probabilistic and may contain errors, inaccuracies, or biases. We do not warrant the correctness, completeness, fitness, or suitability of AI-generated output for any particular purpose. The client is responsible for reviewing and validating such output before relying on it.

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, acts of terrorism, labor disputes, failures of telecommunications or hosting infrastructure, cyberattacks, or governmental measures. The affected party shall inform the other party without undue delay.

Ongoing service and SaaS agreements may be terminated by either party in accordance with the periods agreed in the respective contract. The right to extraordinary termination for good cause remains unaffected. Terminations must be made in text form.

Both parties shall treat as confidential all non-public information disclosed in connection with the contractual relationship and use it only for the purposes of the contract. This obligation survives the termination of the contract.

These terms and all contractual relationships are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Where the client is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction is our registered place of business.

Should individual provisions of these terms be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the intended economic purpose.