Terms of Service

3.1 Pricing: Our standard rate is €100 per hour for multi-agent development services. Human intervention, when required, is charged at €250 per hour. All prices are exclusive of applicable taxes unless otherwise stated.

3.2 Invoicing: Invoices are issued on a regular basis (weekly or monthly, as agreed) and are due within 14 days of the invoice date.

3.3 Payment Methods: Payment can be made via bank transfer or other methods as agreed upon in writing.

3.4 Late Payment: Late payments may incur interest charges at a rate of 5% above the base rate of the European Central Bank per annum. We reserve the right to suspend services until payment is received.

3.5 Project Estimates: Cost estimates provided are based on the requirements at the time of estimation. Any changes to requirements may result in adjusted costs, which will be communicated to you in advance.

4.1 Ownership Upon Full Payment: Upon receipt of full and final payment for all services rendered, all intellectual property rights in the developed application, including source code, documentation, and related materials, will be transferred to you (the "Client").

4.3 Pre-Existing Materials: Any pre-existing intellectual property, tools, frameworks, or libraries used by Entalys GmbH i.G. in the development process remain our property, though the Client receives a license to use them as part of the delivered application upon full payment.

4.4 Third-Party Components: The application may include third-party open-source components, which remain subject to their respective licenses.

4.5 Confidentiality: Both parties agree to maintain the confidentiality of proprietary information shared during the engagement, subject to applicable non-disclosure agreements.

5.1 Requirements: You agree to provide clear, detailed technical requirements and timely feedback to facilitate efficient development.

5.2 Access: You agree to provide necessary access to systems, accounts, and resources required for development and deployment.

5.3 Cooperation: You agree to cooperate with our team and respond to requests for clarification or decisions in a timely manner.

5.4 Testing: You agree to participate in testing and acceptance procedures as outlined in the project plan.

6.1 Service Warranty: We warrant that our services will be performed with reasonable care and skill in accordance with industry standards.

6.2 Code Quality: We warrant that the code delivered will be free from material defects and will substantially conform to the agreed specifications at the time of delivery.

6.3 Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6.4 No Guarantee of Results: While we strive for excellence, we do not guarantee that the application will achieve specific business results or be error-free at all times.

7.1 Maximum Liability: Our total liability for any claims arising out of or relating to these terms or our services shall not exceed the total amount paid by you to us in the twelve (12) months preceding the event giving rise to the claim.

7.2 Exclusion of Consequential Damages: IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.3 Exceptions: Nothing in these terms shall limit or exclude our liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited or excluded by applicable law.

8.1 Change Requests: Any changes to the agreed scope of work must be submitted in writing and are subject to our approval and revised pricing.

8.2 Impact Assessment: We will assess the impact of requested changes on timeline and cost before implementation.

8.3 Approval: Change requests will only be implemented after written approval from both parties.

9.1 Termination by Client: You may terminate the engagement at any time by providing written notice. You will be responsible for payment of all services rendered up to the termination date, plus any non-cancellable costs incurred.

9.2 Termination by Entalys: We may terminate the engagement if you breach these terms, fail to make payments when due, or if continuing the project is not commercially reasonable.

9.3 Effect of Termination: Upon termination, the provisions of Section 4.2 (Retention of Rights for Non-Payment) shall apply unless all outstanding payments have been settled.

9.4 Survival: Sections relating to payment, intellectual property, confidentiality, warranties, limitation of liability, and dispute resolution shall survive termination.

11.1 Governing Law: These terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany.

11.2 Jurisdiction: Any disputes arising from these terms shall be subject to the exclusive jurisdiction of the courts of Düsseldorf, Germany.

11.3 Negotiation: Before initiating legal proceedings, both parties agree to attempt to resolve disputes through good-faith negotiation.

12.1 Entire Agreement: These terms, together with any signed proposal or statement of work, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

12.2 Amendments: We may modify these terms at any time by posting updated terms on our website. Continued use of our services after such modifications constitutes acceptance of the updated terms.

12.3 Severability: If any provision of these terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

12.4 Waiver: No waiver of any provision shall be deemed a further or continuing waiver of such provision or any other provision.

12.5 Assignment: You may not assign your rights or obligations under these terms without our prior written consent. We may assign our rights and obligations to any successor or affiliate.

12.6 Force Majeure: Neither party shall be liable for any failure to perform due to circumstances beyond their reasonable control.