Terms & Conditions

1.1 These General Terms and Conditions ("GTC" / "AGB") govern all contracts for services concluded between Jawelt Bay GmbH, Kaiser Strasse 5, 40479 Düsseldorf, Germany (hereinafter "Provider") and its clients (hereinafter "Client").

1.2 These GTC apply exclusively. Deviating, conflicting, or supplementary terms of the Client shall only become part of the contract if the Provider has expressly agreed to their validity in writing.

1.3 These GTC apply to entrepreneurs (§ 14 BGB), legal entities under public law, and special funds under public law. Services are not offered to consumers (§ 13 BGB).

2.1 The Provider offers AI execution services including, but not limited to: AI-powered MVP development, AI product sprint delivery, marketing automation, sales automation, CRM integration, and related consulting services.

2.2 The exact scope of services, deliverables, timelines, and pricing is defined in a separate written project agreement or service order ("Leistungsvereinbarung") signed by both parties prior to commencement of work.

2.3 The Provider reserves the right to engage qualified subcontractors for the fulfilment of services, while remaining responsible for the overall quality and delivery.

2.4 Delivery timelines stated in project agreements (e.g. "4-week sprint" or "12-week sprint") refer to business days and are contingent upon timely provision of required materials, access, and feedback by the Client. Delays caused by the Client do not constitute a breach by the Provider.

3.1 A binding contract is formed only upon the Client's written acceptance of a project proposal or service order issued by the Provider, or upon commencement of services with the Client's knowledge and consent.

3.2 Booking a discovery call or submitting a contact form does not constitute a binding contract.

3.3 All offers and proposals by the Provider are non-binding and subject to change until a written agreement is signed.

4.1 Unless otherwise agreed in writing, the following payment schedule applies:

• 50% deposit due upon signing of the project agreement, before work commences.
• 50% final payment due upon delivery of the agreed deliverables.

4.2 All prices are stated in Euros (€) and are exclusive of applicable VAT (Mehrwertsteuer) unless explicitly stated otherwise. VAT will be charged at the applicable rate.

4.3 Invoices are payable within 14 days of the invoice date without deduction. In the event of late payment, the Provider is entitled to charge statutory default interest pursuant to § 288 BGB.

4.4 The Provider reserves the right to suspend services in the event of outstanding payments exceeding 14 days past the due date.

5.1 Upon receipt of full payment, the Provider transfers to the Client all intellectual property rights to the deliverables created specifically for the Client under the project agreement, including source code, design assets, and documentation.

5.2 The IP transfer is contingent upon full payment. Until full payment is received, all deliverables remain the intellectual property of the Provider.

5.3 The Provider retains the right to use general methodologies, frameworks, and know-how developed during the project for other clients, provided no confidential Client information is disclosed.

5.4 Third-party components (open-source libraries, licensed tools) are subject to their respective licences and are not covered by this IP transfer.

6.1 Both parties agree to treat all confidential information exchanged in connection with the project as strictly confidential and not to disclose it to third parties without prior written consent.

6.2 This obligation does not apply to information that is publicly known, was already known to the receiving party, or must be disclosed by law or court order.

6.3 The confidentiality obligation survives termination of the contract for a period of 3 years.

7.1 The Client shall provide all necessary materials, access credentials, feedback, and approvals in a timely manner as required for the execution of the project.

7.2 The Client warrants that all materials provided to the Provider do not infringe third-party rights and that the Client has the right to use and share them.

7.3 The Client is responsible for ensuring that the use of deliverables complies with applicable laws and regulations in their jurisdiction.

8.1 The Provider's liability for damages is limited to cases of intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit). Liability for slight negligence is excluded, except in cases of injury to life, body, or health, or breach of a material contractual obligation (Kardinalpflicht).

8.2 In cases of breach of a material contractual obligation due to slight negligence, liability is limited to the foreseeable, contract-typical damage, and in any case to the total fees paid by the Client under the relevant project agreement.

8.3 The Provider does not guarantee specific business outcomes, revenue targets, or market performance resulting from the use of deliverables.

8.4 The above limitations apply equally to the personal liability of the Provider's employees, representatives, and agents.

9.1 Either party may terminate the contract for good cause (außerordentliche Kündigung) with immediate effect if the other party materially breaches the contract and fails to remedy the breach within 14 days of written notice.

9.2 In the event of termination by the Client without good cause after work has commenced, the Client shall pay for all work completed up to the date of termination, calculated on a pro-rata basis of the agreed project fee.

9.3 Cancellation and refund terms are governed by the separate Refund & Cancellation Policy.

10.1 These GTC and all contracts concluded under them are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

10.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is Düsseldorf, Germany, provided the Client is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law.

11.1 Should any provision of these GTC be or become invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original.

11.2 Amendments and supplements to these GTC must be made in writing. This also applies to any waiver of the written form requirement.

11.3 The Provider reserves the right to update these GTC. Clients will be notified of material changes. Continued use of services after notification constitutes acceptance of the updated terms.

Jawelt Bay GmbH

Kaiser Strasse 5, 40479 Düsseldorf, Germany

E-Mail: info@ja-welt.com

Managing Director: Sam Bay

HRB: 91332 · Amtsgericht Düsseldorf

VAT ID: DE338053669