Valid from: October 2025
These General Terms and Conditions apply to all services provided by Synthix AI & Software Solutions, Owner Arben Demaj (hereinafter "Contractor"), in the areas of AI consulting, software development, and technical services to companies and commercial clients (hereinafter "Client").
Deviating, conflicting, or supplementary General Terms and Conditions of the Client shall not become part of the contract unless their validity has been expressly agreed in writing.
Offers from the Contractor are non-binding unless they are expressly marked as binding.
The contract is concluded through the order confirmation of the Contractor or through the commencement of service provision. Verbal side agreements require written confirmation.
3.1 Consulting Services
The Contractor provides consulting services in the areas of Artificial Intelligence, Machine Learning, Quality Assurance, Robotics, and Industry 4.0. The specific scope of services results from the respective order confirmation or individual project contract.
3.2 Software Development
For software development projects, the scope of services is described in detail in a separate service description (requirements specification). Changes to the scope of services require a written agreement and may lead to adjustments in schedule and remuneration.
3.3 Support and Maintenance
Support and maintenance services are provided subject to availability. Response times and availability are defined in the respective Service Level Agreement (SLA).
The Client is obligated to:
Delays due to lack of cooperation by the Client shall be at the Client's expense and may lead to schedule postponements and additional costs.
5.1 Prices
All prices are exclusive of statutory VAT. For time-based projects, billing is based on actual effort at the agreed hourly rate. For fixed-price projects, the agreed total price applies.
5.2 Payment Modalities
5.3 Payment Deadline
Invoices are due within 14 days of the invoice date without deduction. In case of late payment, the statutory provisions (§ 286 BGB) apply. The Contractor is entitled to charge default interest at a rate of 9 percentage points above the base rate.
Dates and deadlines are only binding if they have been expressly agreed in writing as binding. Delivery deadlines are extended appropriately in the case of:
7.1 Intellectual Property Rights
All copyrights, patents, and other industrial property rights to services created by the Contractor remain with the Contractor. This applies in particular to patented systems (DPMA: 10 2015 204 586.2).
7.2 Usage Rights
Upon full payment of the remuneration, the Client receives a non-exclusive, unlimited in time and territory right to use the created software for their own business purposes. Transfer to third parties or commercial exploitation requires the written consent of the Contractor.
7.3 Source Code
The source code generally remains with the Contractor. A transfer of the source code can be agreed for an additional fee.
8.1 Confidentiality
Both parties undertake to keep confidential all confidential information obtained during the business relationship and to use it only for the agreed purpose.
8.2 Data Protection
The Contractor processes personal data of the Client exclusively within the scope of service provision and in accordance with GDPR requirements. If necessary, a separate Data Processing Agreement (DPA) in accordance with Art. 28 GDPR will be concluded.
The Client is obligated to inspect and accept the services provided in accordance with the contract within 14 days of completion. Minor defects that do not significantly impair usability do not entitle the Client to refuse acceptance.
Acceptance is deemed granted if the Client does not raise written, substantiated defect claims within 14 days of notification of completion.
10.1 Defect Claims
The Contractor warrants that the services provided have the agreed quality at the time of acceptance and are free of legal defects.
The warranty period is 12 months from acceptance. No new warranty period begins for subsequent improvements.
10.2 Rectification
In case of justified defect claims, the Contractor has the choice to rectify the defect or provide a new delivery. The Client must give the Contractor reasonable time and opportunity to remedy the defect.
10.3 Exclusion
Warranty claims do not exist in case of:
11.1 Limitation of Liability
In case of slight negligence, the Contractor is only liable for damages resulting from the breach of essential contractual obligations (cardinal obligations). In these cases, liability is limited to the typical, foreseeable damage.
11.2 Unlimited Liability
Liability for intent, gross negligence, for damages resulting from injury to life, body or health, and under the Product Liability Act remains unaffected.
11.3 Data Backup
The Client is responsible for regular data backup. The Contractor is not liable for data loss insofar as this is attributable to the Client's failure to back up data.
12.1 Ordinary Termination
Continuing contracts (e.g., Support & Maintenance) can be terminated with 3 months' notice to the end of a quarter.
12.2 Extraordinary Termination
The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in case of:
Amendments and supplements to these Terms and Conditions as well as all agreements require written form. This also applies to the waiver of this written form requirement.
Should individual provisions of these Terms and Conditions 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 economic purpose of the invalid provision.
15.1 Choice of Law
The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
15.2 Jurisdiction
The place of jurisdiction for all disputes arising from and in connection with this contract is, insofar as legally permissible, Flörsheim am Main or Frankfurt am Main, Germany.
If you have any questions about these Terms & Conditions, please contact us:
Synthix AI & Software Solutions
Arben Demaj
Eisenbahnstraße 25
65439 Flörsheim am Main
Germany
Email: info@synthix-ai.com
Phone: +49 1523 1996728
Last updated: October 2025