Terms and Conditions

The Client engages the Contractor to develop and operate customized software solutions (including AI-based product solutions). The collaboration shall generally be divided into a development phase (creation of the product) and a subsequent operational phase, hereafter “Development Phase” and “Growth Phase” respectively.

Individual engagements shall be concluded by mutual signature, confirmation by email, or by the Client’s acceptance of a written offer/Statement of Work (SOW) or by the Client’s active use of the Contractor’s services. The Contractor may accept an offer within two weeks of receipt either expressly or by commencing performance of the services. Unless otherwise agreed in the individual engagement or the SOW, the applicable contract type follows the nature of the service. The bespoke development of specific, finished software applications or code bases (Development Phase) qualifies as a contract for work (Werkvertrag, § 631 BGB); the owed result is the delivery of functional software conforming to the agreed technical specifications, with each individual sprint deliverable constituting a partial work product (Teilwerk) subject to its own acceptance procedure pursuant to § 3.2. Consulting, agency, and ongoing growth services (Growth Phase) qualify as service contracts (Dienstvertrag, § 611 BGB). The agreement of a performance-based Revenue Share component does not alter the qualification of the ongoing growth services as a Dienstvertrag; a specific economic result is remunerated but, unless otherwise agreed in the SOW, not owed. If the Client terminates a Werkvertrag, the Contractor is entitled to the full remuneration for services already rendered and, for services not yet rendered, to 30% of the outstanding remuneration (§ 648 BGB); the Client retains the right to demonstrate that the Contractor’s saved expenses or amounts acquired by other use of its labour were substantially higher.

The Contractor shall have full discretion regarding working hours and the place of performance. The Contractor is entitled to engage qualified employees, freelancers, or subcontractors, but shall remain responsible to the Client for the proper fulfillment of contractual obligations. The engagement of third parties is prohibited if it violates contractual or statutory obligations (in particular the GDPR and the AI Act).

The parties are independent contractors; this Agreement creates no partnership (in particular no German GbR), joint venture, or agency. Neither party may bind or incur liabilities for the other, and each party remains exclusively responsible for its own operations, taxes, and personnel. The Revenue Share (§ 5) is a purely contractual compensation model and does not constitute a shared commercial enterprise or a pooling of assets.

These Terms apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal persons under public law, and special funds under public law. They do not apply to consumers within the meaning of § 13 BGB.

At the Client’s request, the Contractor shall develop a customized product system, e.g. an AI product system (hereinafter “Product”). The development services pertaining to the Product shall range from methodology extraction (capturing expert content) to the step-by-step development of the Product. Specific details shall be defined in the respective individual engagement.

Development shall be carried out in iterative cycles (sprints). The Client shall review the work results of each sprint and notify the Contractor in text form of any objections within ten (10) business days of delivery of the sprint result. If no objections are raised in text form within this period, the sprint result shall be deemed accepted, provided that the Contractor has notified the Client of the consequences of inaction at the time of delivery. Specific requirements may be adjusted agilely during the process.

The Client is obliged to provide reasonable cooperation. This includes, in particular, the provision of information, materials, and data necessary for the development and creation of the Product. This may include material protected by IP, personal data and data that are subject to personality rights. Necessary decisions (e.g., approval of drafts or service variants) must be made by the Client in a timely manner.

The Client shall be granted regular access to development stages (staging environments) for review and feedback, in particular during sprint sessions.

The Contractor shall provide appropriate technical documentation enabling the operation and maintenance of the software. The scope of such documentation shall be specified in the individual engagement.

The Growth Phase begins either upon successful validation of a developed Product or immediately as a standalone mandate.

The Contractor offers a hybrid portfolio of growth services, which shall be specified in the respective SOW:

• (a) Consulting: Strategic advisory, audits, workshops, and recurring strategy sessions.
• (b) Technology & Automation: Provision of automation blueprints, proprietary tools, and custom dashboards.
• (c) Agency Services: Performance marketing (e.g., Google, Meta, LinkedIn, TikTok), ad account management, creative direction, and content creation.
• (d) Revenue Operations (RevOps): Technical automation, reporting, CRM integration, and data infrastructure.

Compensation for each individual engagement shall be determined on a case-by-case basis and may consist of a combination of setup fees and a performance-based share (Revenue Share).

The basis for the Revenue Share shall be the net revenue. Net revenue is calculated from the Client’s gross revenue (via Stripe or similar) minus:

• Payment provider fees,
• Refunds and chargebacks,
• Directly attributable data hosting and AI API (LLM tokens) costs, if reimbursed as expenses under para. 5 of this clause,
• Directly attributable advertising costs (AdSpend).

The Revenue Share shall be accounted for on a monthly basis. The Client shall grant the Contractor direct read-only access to the relevant dashboards (e.g., Stripe) for verification of the amounts.

The Contractor may audit the Client’s finances without suspicion at least once per year and additionally if any circumstances give rise to the suspicion that the numbers reported by Client are false. If an audit finds that the actual revenue diverted by at least 10% from the reported numbers, Client shall bear the costs of such audit.

Contracts that are concluded as part of the Growth Phase may specify fixed retainers or hourly rates. Retainers are billed monthly in advance; other services are billed monthly, in each case according to the respective SOW. Any services not explicitly defined in the SOW shall be billed separately based on the Contractor’s then-applicable hourly rates. If an engagement is terminated before completion, the Contractor is entitled to invoice pro-rata for all services rendered up to the effective date of termination.

In addition to the agreed fees, the Client shall reimburse the Contractor for all reasonable and documented out-of-pocket expenses (e.g., AI API costs (LLM tokens), specific software licenses, third-party tools, or pre-approved travel) necessary for the performance of the services.

Unless otherwise agreed in writing, the Client shall maintain direct contractual relationships with advertising platforms (e.g., Meta, Google). The Client is responsible for the payment to these platforms. The Contractor’s Revenue Share is a management fee and does not include the media budget.

All compensation amounts are net without VAT (if applicable), unless determined otherwise.

A party may only set off amounts due under this contract against undisputed claims and claims ruled by a court.

Invoices are due within fourteen (14) days of receipt. In case of payment delay, the Contractor is entitled to statutory default interest pursuant to § 288 (2) BGB and a flat fee of EUR 40 pursuant to § 288 (5) BGB, without prejudice to further claims for damages.

The collaboration is set for the duration specified in the contract or, unless otherwise agreed, for an indefinite period. Once the Product (§ 3) is complete, the collaboration shall automatically move to the Growth Phase, unless terminated prior.

One-time projects shall end upon completion of the agreed services or upon acceptance of the work.

Unless otherwise agreed, ongoing contracts shall continue indefinitely and may be terminated in text form by either party with 30 days’ notice to the end of the month. Notwithstanding the foregoing, any engagement that includes a performance-based Revenue Share component (§ 5) shall have a minimum term of six (6) months from Go-Live (the date on which the Product is first made available to the Client’s end users in a production environment), unless otherwise agreed in the SOW or a Side Letter. The right to terminate for good cause pursuant to § 6.5 remains unaffected.

Contracts with a fixed term (e.g., 3-month sprints) may not be terminated prematurely by ordinary notice.

The right to terminate without notice for good cause shall remain unaffected. Good cause shall in particular exist in the event of a material breach of contract that is not remedied within 14 days after a warning, the filing for insolvency or suspension of payments by a party, or a delay in payment by the Client of more than 30 days.

If the Contractor terminates this Agreement or an individual SOW for cause attributable to the Client (in particular: Client’s payment delay exceeding sixty (60) days; material breach of the Client’s primary obligations not cured within thirty (30) days after written warning; opening of insolvency proceedings against the Client’s assets), the Contractor shall be entitled to liquidated damages equal to: (i) all outstanding invoices and pro-rata fees accrued up to the effective date of termination; plus (ii) recovery of unrecovered development investment, calculated as documented development costs less Revenue Share already paid to the Contractor. The Client retains the right to demonstrate that the actual damage suffered by the Contractor was substantially lower than this lump sum. For the avoidance of doubt, payment of these liquidated damages does not transfer any rights to the Foreground IP or source code; the Client’s voluntary Buyout Option pursuant to § 7 remains separate and unaffected.

After termination of the contractual relationship, all Client access to dashboards, software tools, and internal systems of the Contractor shall be deactivated within seven business days.

The Contractor shall delete the Client’s personal data in accordance with data protection requirements in accordance with the Contractor’s privacy policy. Upon request, the Contractor shall issue a confirmation of deletion. The Client is obliged to delete all access credentials provided for the Contractor’s systems.

After completion of the Product (§ 3) and until the termination of the contract, the Client shall have the right to take over the Product for independent continuation by means of a written or text form declaration (e.g., email) and payment of a buyout fee. The Contractor shall deliver to the Client, within 14 business days of the payment in full, all data, documentation, and assets owned by the Client in a commonly used, machine-readable format.

The buyout fee shall correspond to the higher of the following amounts:

(a) the trailing twelve (12) month average monthly Revenue Share, multiplied by the applicable factor based on the cumulative duration of the operational phase at the time of the buyout notice:

• within the first twelve (12) months of the operational phase: factor 18
• from twelve (12) to twenty-four (24) months: factor 15
• from twenty-four (24) to thirty-six (36) months: factor 12
• after thirty-six (36) months: factor 10

(b) a minimum amount equal to documented development costs less Revenue Share amounts already paid to the Contractor.

The Client shall retain ownership of its raw data and brand assets. The Contractor shall retain exclusive ownership of its Background IP, including methods, frameworks, n8n workflows, prompts, and code libraries.

Upon full payment of the agreed compensation, the Client shall receive a non-exclusive, and non-transferable license to use the work results (including Background IP) for the developed or in-development Product for the duration of the agreement. In the event the Client terminates this Agreement for cause attributable to a material and uncured breach by the Contractor, the Client shall receive a non-exclusive, royalty-free license to continue operating the Product for a wind-down period of ninety (90) days, together with the right to export Client data and content in a commonly used machine-readable format.

Only upon full payment of the buyout fee pursuant to § 7 shall the Client receive the specific source code of the Product (Foreground IP) and he shall gain any and all intellectual property rights to the Product, in particular unrestricted and unlimited license to use, exploit, sub-license and transfer the work. The Contractor’s Background IP shall remain with the Contractor; the Client shall receive a simple license to use the Product.

Without a buyout, all rights to the Product’s Foreground IP and source code shall remain with the Contractor. Upon termination of the contract without a buyout, the operation of the Product shall cease; the Client shall only receive its own content and user data.

Prior to any Buyout, the responsibilities for both Development and Growth phases are allocated as follows:

• Contractor’s Responsibility: The Contractor is responsible for the technical development, the provision of the software infrastructure, and the diligent performance of growth services (e.g., marketing, consulting) as agreed in the respective SOW. Regarding technical services, liability for data loss or system downtime is limited to cases of gross negligence or willful misconduct within the Contractor’s reasonable technical control. Regarding growth services, the Contractor owes the “best effort” according to industry standards; no specific economic result (e.g., ROI, conversion rates) is guaranteed.
• Client’s Responsibility: The Client shall bear sole responsibility for the legal and regulatory compliance of the product and all marketing activities. This includes, but is not limited to, ensuring that the content, advertising materials, and contractual relationships with end customers comply with applicable consumer protection, professional conduct, advertising standards, and data privacy laws. The Client acts as the primary point of contact for their end users.
• Indemnification: The Client shall indemnify and hold the Contractor harmless from any and all third-party claims, losses, or legal costs arising from the Client’s use of the Product, the marketing of the Product, or any interactions with end customers, unless such claims are directly and exclusively caused by a documented technical defect or a proven breach of the duty of care for which the Contractor is solely responsible.

The Contractor shall process Client’s personal data on behalf of the Client to fulfil this agreement. For this scope, the parties agree on the data processing agreement attached hereto as Annex A. Any other processing by the Contractor shall be subject to the Contractor’s privacy policy under sanerebels.com/privacy.

Upon completion of the buyout, sole responsibility for the operational management and statutory compliance of the Product shall transfer to the Client. This shall apply in particular to obligations as a provider or deployer under any AI legislation (e.g. the EU AI Act). From the moment of transfer, the Contractor shall be released from any ongoing monitoring, maintenance, or compliance obligations unless otherwise agreed in a separate service level agreement.

Contractor shall be liable under the terms of this Agreement in accordance with the provisions set out under (a) to (e):

• (a) Contractor shall be unrestricted liable for losses caused intentionally or with gross negligence by Contractor, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance; in respect of gross negligence of other assistants in performance Contractor’s liability shall be as set forth in the provisions for simple negligence in (e) below.
• (b) Contractor shall be unrestricted liable for death, personal injury or damage to health caused by the intent or negligence of Contractor, its legal representatives or assistants in performance.
• (c) Contractor shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable by Contractor at the time the warranty was given.
• (d) Contractor shall be liable in accordance with the German Product Liability Act in the event of product liability.
• (e) Contractor shall be liable for losses caused by the breach of its primary obligations by Contractor, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the Client may therefore rely. If Contractor breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by Contractor at the time the respective service was performed. In particular, Contractor shall be liable (i) in general up to an amount of the greater of 1,000 EUR and the compensation actually paid to Contractor during the previous 12 months, and (ii) for loss of data only up to the amount of typical recovery costs which would have arisen had proper and regular data backup measures been taken.

Any more extensive liability of Contractor is excluded on the merits.

In particular, in no event shall a party be liable for any indirect, incidental, special, exemplary, or consequential damages, including but not limited to loss of profits, business interruption, or loss of anticipated savings, even if the Contractor has been advised of the possibility of such damages. These limitations and exclusions do not apply to damages resulting from violations under § 9.4 (a) through (d) above, nor do they exclude foreseeable, contract-typical damages recoverable for a simple-negligence breach of primary obligations pursuant to § 9.4 (e), even where such damages take the form of lost profit.

The Contractor warrants that the Product substantially conforms to the specifications agreed in the respective SOW. Given the agile development process described in this Agreement, warranty claims for significant functional defects shall only arise upon final delivery of the respective Product version or a completed development phase as defined in the SOW. Minor or immaterial deviations that do not significantly impair the intended use of the Product shall not constitute a defect. Product descriptions, demos, or performance previews are for illustrative purposes and shall not be deemed a legal guarantee (Garantie) unless explicitly agreed in writing.

In the event of a documented Product defect, the Contractor shall, at its own discretion, remedy the defect through repair, replacement, or a technical work-around (e.g., a software update, prompt adjustment, or configuration change). A work-around is considered a valid remedy if it restores the core functionality.

If the Contractor integrates third-party products (e.g., Large Language Models or cloud infrastructure), the Contractor’s responsibility to remedy defects caused exclusively by these third parties is limited to the professional integration and the assignment of the Contractor’s own claims against the respective third-party provider. The Contractor is not liable for functional changes, “hallucinations,” or outages originating within the third-party provider’s systems.

The Client shall inspect the Product or updates immediately upon delivery. Defects must be reported in text form with a comprehensible description of the technical symptoms. Warranty claims are excluded if the defect is caused by improper operation, unauthorized modifications to the code or prompts by the Client, or unsuitable software environments.

All rights to remedy are limited to a period of twelve (12) months from the date of final delivery or acceptance. The parties agree that this reduction from the statutory period pursuant to § 634a (1) No. 1 BGB is reasonable in light of the iterative development methodology, the rapid evolution of underlying third-party AI technologies, and the Client’s continuous access to the Contractor’s maintenance and support services during the Growth Phase. For new features or updates delivered during the Growth Phase, the period begins upon delivery of the respective update.

The Client acknowledges that the Contractor employs modern Artificial Intelligence tools (in particular Large Language Models and generative AI) as well as automation platforms to perform its services. This serves the purpose of customizing the products and efficiently extracting methodologies.

The parties agree that, with regard to the AI-based Product provided or made accessible by the Client to its end customers within its own business model, the Client shall be regarded as the provider (e.g. pursuant to Art. 3 No. 3 EU AI Act). This applies in particular because the Client uses the system under its own responsibility, markets it under its own name/brand, and retains content control over the underlying methodology. The Contractor acts solely as a technical service provider and developer, providing the technological infrastructure on behalf of the Client. The parties may allocate Provider responsibilities differently in an individual SOW where the specific deployment context warrants. In the absence of such written allocation, the default rule in this § 11.2 applies.

The Client undertakes to comply with transparency obligations towards end users, e.g. pursuant to Art. 50 EU AI Act. If required by law, the Client shall inform end users in an appropriate manner that they are interacting with an AI system, unless this is apparent from the context (e.g., designation as an “AI Coach”).

The Client guarantees to use the AI-based Product exclusively for the contractually agreed purposes (e.g., coaching, infotainment). Use as a high-risk AI system, e.g. within the meaning of the EU AI Act, is prohibited. This specifically, but not exclusively, forbids medical or psychological diagnostics/advice, use in critical infrastructure or human resources (recruiting/evaluation), and legal or financial advice with binding effect.

Since the AI-based Product is based on the Client’s specific methodology and shaped by its input data, the Client bears sole content responsibility for the outputs generated by the AI. The Client shall indemnify and hold harmless the Contractor from any third-party claims arising from erroneous, discriminatory, or unlawful content generated by the AI product system.

The provisions of this § 12 apply only to the extent the contractual relationship falls within the material scope of the EU Data Act (Regulation (EU) 2023/2854). Where the Data Act does not apply, switching, transition, and deletion shall be governed by the SOW and § 6 of this Agreement.

The Client may request a switch to another provider or to its own infrastructure with a notice period of no more than two months. The Contractor shall support this process by providing reasonable assistance, ensuring operational continuity, and maintaining a high level of security.

The switch shall be completed within a transition period of a maximum of 30 calendar days after the expiration of the notice period. If this is not technically feasible, a justified extension of up to 7 months may be granted. The Client may extend the transition period once.

All data and content provided by the Client (exportable data) shall be transferable. Excluded are algorithms and architectures that constitute the Contractor’s trade secrets. After a successful switch and a subsequent 30-day retrieval period, all Client-related data shall be deleted.

Switching fees shall only be charged in accordance with regulatory provisions (Art. 29 Data Act).

Additionally, the Contractor is entitled to charge appropriate sanctions for any individual contract that is limited in time and that the Client terminates pursuant to the switching rights according to the Data Act.

The parties shall implement reasonable technical and organizational measures to prevent unauthorized access to or transfer of non-personal data stored in the European Economic Area to authorities of third countries outside the EU/EEA, where such access or transfer would conflict with EU law or applicable national law (Art. 27 Data Act).

For each case in which the Client solicits or employs an employee or freelancer of the Contractor in breach of § 14, the contractual penalty shall amount to at least six (6) times the last monthly gross salary of the solicited employee, or the average monthly fee of the solicited freelancer (calculated on the basis of the engagement volume in the last three months prior to the breach). For any other breach of § 14, the contractual penalty shall be determined by the Contractor at its reasonable discretion and is fully reviewable by the competent court, up to EUR 15,000 per breach. No penalty is owed where the Client is not responsible for the breach.

If the violation continues (e.g. continuing obligation contract or participation in a company) or repeats itself, each month of violation shall trigger another payment of penalty. Several acts of violation shall trigger separate payments of penalty, if applicable several times during one month.

This shall in no way affect Contractor’s right to make a claim for additional damages, other statutory claims (e.g. injunction rights, forfeiture of the claim of waiting allowance) or the right of termination with or without notice. The paid stipulated penalty shall be offset against the claims for damages.

Any amendments and additions to this agreement, including this written form clause, must be made in text form. Agreements by email shall satisfy the text form requirement under this contract. Electronic facsimiles such as DocuSign and signatures on identical, but separate copies of the agreement shall suffice this form requirement.

If any provision of this agreement is or becomes invalid, the remainder of the agreement shall remain valid according to the parties’ intentions. The parties shall replace the invalid provision with a valid provision that comes as close as possible to its meaning and purpose, legally and economically. The same shall apply in the case of contractual gaps.

This agreement shall be governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods. All disputes arising in connection with this agreement or any supplementary agreements shall be subject to the jurisdiction of the German courts. To the extent permitted, the exclusive place of jurisdiction shall be Berlin.

This Agreement is drafted in English but governed by German law. Where English legal terms used herein correspond to specific German legal concepts (e.g., “gross negligence” = grobe Fahrlässigkeit, “warranty” = Gewährleistung, “guarantee” = Garantie pursuant to § 443 BGB), the German legal concept shall prevail in interpretation. In case of doubt, the German legal meaning controls.

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, governmental action, infrastructure outages, or third-party service provider failures. The affected party shall notify the other party without undue delay and use reasonable efforts to mitigate. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected SOW in text form.