General terms and conditions

Language note

This is a convenience translation of the German general terms and conditions (AGB). In case of any discrepancy, the German version published at 0x41-labs.com/agb prevails. Unless expressly agreed otherwise, German is the contract language (see section 34).

1. Scope

These general terms and conditions (GTC) apply to all contracts between 0x41 Labs (hereinafter “0x41 Labs” or “contractor”) and the respective client concerning software development, consulting, conception, analysis, technical development and other IT services. Full provider details can be found in the legal notice.

The services are aimed in particular at companies, startups and other business clients. These GTC apply to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB) and — where contractually provided and legally permissible — to other clients.

Deviating, conflicting or supplementary terms of the client only become part of the contract if 0x41 Labs expressly agrees to their application. Individual agreements take precedence over these GTC.

2. Subject matter of the contract

0x41 Labs provides custom technical services, in particular in the areas of custom software development, business software, digital products and platforms, web and mobile applications, specialised technical solutions, computer vision, data processing and analytics, system integration, API and interface development, automation, technical conception and feasibility analysis, technical discovery and feasibility, proof-of-concept development, software architecture, technical consulting, deployment and infrastructure, and the further development of existing software.

The nature and scope of the specific services follow from the respective quote, statement of work, project contract or other individual agreement. Not every service presented on this website automatically constitutes a binding offer to enter into a contract.

3. Conclusion of contract

A contract is concluded by acceptance of a quote from 0x41 Labs or by another express agreement between the parties. Project enquiries submitted through the website generally do not yet constitute a binding order.

Before extensive development work begins, a preceding technical discovery, feasibility analysis or proof of concept may be agreed. Where a quote states a validity period, that period applies as set out in the respective quote.

4. Scope of services

The specific scope of services is agreed on a per-project basis. It may include in particular: technical conception, requirements analysis, software architecture, UI/UX implementation, frontend and backend development, database development, API development, system integration, mobile development, data processing, specialised technical solutions, infrastructure, deployment, CI/CD, testing, documentation, handover and technical consulting.

Services not expressly agreed are not part of the agreed scope. Where specific features, interfaces, technologies, dates or results have been agreed in the quote or project contract, those details apply to the respective project.

5. Technical discovery and feasibility analysis

For projects that are not yet fully defined technically or conceptually, a technical discovery and feasibility assessment may be carried out first. This may cover in particular the analysis of requirements and existing processes, technical feasibility and risks, architecture, technology selection, data structures, interfaces, integrations, security requirements, technical dependencies, effort estimates, project structure and a recommendation for the further implementation.

Where necessary, a proof of concept can be carried out as part of a technical discovery. The result of a feasibility analysis or a proof of concept does not constitute a guarantee that a particular commercial or technical outcome will be achieved under all later conditions.

6. Proof of concept

A proof of concept serves to verify specific technical questions or assumptions. Its scope and objective are agreed individually before it starts. A proof of concept is generally not equivalent to a complete production implementation.

Unless expressly agreed otherwise, the completion of a proof of concept does not give rise to a claim to a full production version or to further development into a finished product.

7. Development services

0x41 Labs develops software in line with the agreed scope of services. The specific technical implementation may change during the project where this is technically necessary or sensible and does not materially change the agreed scope.

Technologies, frameworks, libraries and technical components are generally selected according to their suitability for the task at hand. Where specific technologies have been expressly agreed contractually, they are taken into account accordingly.

8. Changes and additional services

Changes to or extensions of the agreed scope of services may result in additional costs and an adjustment of the schedule. Additional services are, where possible, agreed before they are implemented.

For fixed-price projects, the agreed scope forms the basis for the fixed price. Services outside that scope can be commissioned and invoiced separately. Where work is billed by time spent, additional services are billed at the agreed hourly or daily rate.

9. Client's duties to cooperate

The client shall provide, in good time, all information, access, data, contacts, technical prerequisites and other cooperation required for the agreed services. This may include in particular:

• access to existing systems
• API credentials
• technical documentation
• test data
• functional requirements
• contacts and approvals
• content and necessary decisions

Delays caused by missing or late cooperation may lead to a corresponding postponement of dates and milestones. Where this results in additional effort, that effort may be invoiced separately, provided this was apparent and reasonable for the client.

10. Dates and project timelines

Agreed dates and periods are set out in the respective quote or project contract. Unless dates have been expressly agreed as binding, they are estimated timings.

Project timelines may change in particular due to change requests, additional requirements, missing cooperation, delays at third-party providers, technical dependencies, external interfaces or unforeseeable technical problems.

11. Acceptance

Where acceptance is provided for in the respective project, it is governed by the quote or project contract. The client shall review the delivered work within a reasonable period.

Identifiable defects should be described as specifically as possible so that they can be remedied. To the extent permitted by law, the statutory provisions on acceptance and its consequences apply.

12. Remuneration

Remuneration follows from the respective quote or project contract. Depending on the project, the following billing models may be agreed in particular:

• fixed price
• billing by time spent
• billing at daily rates
• project-based milestone payments
• a combination of different billing models

A technical discovery or a proof of concept may be agreed as a standalone service with a separate fixed price. Additional services that have not been expressly agreed are remunerated separately.

13. Invoicing and payment

Invoices are payable in full within the payment period agreed in the respective quote or contract. Where no other payment period has been agreed, an invoice is due within 14 days of receipt.

For larger projects, instalment or milestone payments may be agreed. If the client defaults on payment, the statutory provisions apply.

14. Ownership and rights of use in the software

Unless agreed otherwise, copyright and other rights in software components developed by 0x41 Labs remain with 0x41 Labs, unless they are vested in the client by mandatory statutory provisions or by another agreement.

Upon full payment of the agreed remuneration, the client receives the rights of use in the work developed specifically for them as agreed in the respective quote or project contract. The type, scope, duration and territorial reach of those rights of use can be agreed per project.

Where no express agreement on an exclusive grant of rights has been made, simple (non-exclusive) rights of use are granted as a rule. Individual agreements on transfer of ownership, source code or exclusive rights of use take precedence over this provision.

15. Open-source software and third-party components

Open-source components, libraries, frameworks or third-party software may be used during development. The respective licence terms of the rights holders apply to those components.

Where specific licence terms are relevant, they are taken into account in the technical documentation or project handover, as agreed. 0x41 Labs accepts no responsibility for changes to licence terms or the availability of third-party components after the project has been completed, unless expressly agreed otherwise.

16. Third-party services and external systems

Projects may use third-party interfaces or services, in particular cloud services, hosting, payment providers, email services, APIs, external data sources, authentication services, app stores and infrastructure services.

The respective provider is generally responsible for the availability, functioning and changes of such third-party services. Additional effort caused by changes to or outages of third-party services can be commissioned and remunerated separately.

17. Infrastructure and operations

Where infrastructure, deployment or hosting form part of the project, the specific scope follows from the respective quote or project contract. Ongoing operations, monitoring, maintenance or support are only owed where expressly agreed.

Where no ongoing operations or maintenance agreement exists, there is generally no obligation to provide continued technical support after project handover.

18. Maintenance and support

Maintenance and support are not automatically part of software development. Ongoing maintenance, support, monitoring, updates or operational services require a separate agreement. Statutory warranty and defect rights remain unaffected.

19. Warranty and remedy of defects

The statutory provisions apply unless a permissible deviating arrangement has been made in the respective contract. A defect exists in particular where the agreed work does not have the expressly agreed characteristics.

Deviations that are based solely on requirements that were not agreed, or on subsequent change requests, do not constitute a defect. In the case of justified defects, 0x41 Labs is generally given the opportunity to provide subsequent performance, as provided for by law.

20. Liability

0x41 Labs is liable in accordance with the statutory provisions for damage caused by intent or gross negligence. For damage caused by slight negligence, 0x41 Labs is liable only where a material contractual obligation has been breached; in that case liability is limited to the foreseeable damage typical for this type of contract, to the extent permitted by law.

The above limitations of liability do not apply to damage arising from injury to life, body or health, or in other cases of mandatory statutory liability. Liability for indirect damage, loss of profit or other consequential damage is excluded to the extent permitted by law. The limitations of liability apply accordingly in favour of the legal representatives, employees and vicarious agents of 0x41 Labs.

21. Data and data protection

Personal data is processed in accordance with the applicable data protection provisions. Further information can be found in the 0x41 Labs privacy policy.

Where the client provides personal data for processing by software developed or operated by 0x41 Labs, the respective data protection responsibilities of the parties remain unaffected. Where processing on behalf of a controller pursuant to Art. 28 GDPR is required, a corresponding agreement is concluded.

22. Confidentiality

Both parties undertake to treat confidential information of the other party that becomes known to them in the course of a project as confidential. Confidential information includes in particular trade secrets, technical information, source code, credentials, internal processes, customer data, non-public product information and internal documentation.

This obligation does not apply to information that was already publicly known or becomes known without breach of a confidentiality obligation, that was already lawfully known to the receiving party, that was lawfully transmitted by an authorised third party, or that must be disclosed due to statutory obligations. Separate non-disclosure agreements (NDAs) remain unaffected and take precedence in the event of conflict.

23. References and publications

0x41 Labs may generally not publish a project as a reference with confidential information, screenshots, company names or other non-public project information without the client's consent. Publication as a reference can be agreed separately.

Publicly available information about a project may be used provided this does not infringe the client's legitimate interests or statutory confidentiality obligations.

24. Delays caused by third parties and force majeure

Events outside the control of 0x41 Labs may lead to a reasonable adjustment of agreed deadlines. These may include in particular: outages of hosting or cloud services, disruptions of third-party APIs, significant network outages, cyber attacks, natural disasters, official measures, war, strikes or lockouts, and other events of force majeure. The statutory rights of the parties remain unaffected.

25. Termination and ending of the contract

The ending of a project is generally governed by the individual contractual agreements and the statutory provisions. Where a project contract contains provisions on termination, those provisions take precedence over these GTC.

Work performed until the effective end of the contract is to be remunerated in accordance with the contractual agreements. Work results, documentation and other project components already produced are handled in accordance with the contractual agreements and the statutory provisions.

26. Handover and project completion

Once the agreed work is complete, a technical handover can take place. Depending on the agreement, this may cover in particular source code, credentials, technical documentation and deployment, configuration and operations information.

The specific scope of the handover follows from the respective quote or project contract. Documentation or training services that have not been expressly agreed are not automatically part of the project.

27. Assignment and set-off

The client may only set off claims that are undisputed or have been established with final legal effect, to the extent permitted by law. The assignment of the client's claims against 0x41 Labs requires prior consent, to the extent this is legally permissible.

28. Use of third parties and specialists

0x41 Labs may engage suitable external specialists or service providers for individual tasks where this is sensible for carrying out the project. Responsibility for the agreed overall service remains unaffected, as provided by law and by contract. Where the use of a particular third-party provider has been expressly agreed, the corresponding contractual provisions apply.

29. Contract documents and order of precedence

In the event of contradictions between different contract documents, the following order of precedence generally applies:

1. individual written agreement or project contract
2. individual quote / statement of work
3. separate agreements and addenda
4. these general terms and conditions

Mandatory statutory provisions remain unaffected.

30. Changes to these GTC

Changes to these GTC only take effect for future contractual relationships, unless the law permits another arrangement. Contracts already concluded remain governed by the terms agreed at the time the contract was concluded.

31. Governing law

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods, to the extent legally permissible. In relation to consumers, the mandatory statutory protective provisions of the state in which the consumer has their habitual residence apply, where those provisions are applicable.

32. Place of jurisdiction

If the client is a merchant, a legal entity under public law or a special fund under public law, Berlin may be agreed as the place of jurisdiction for all disputes arising from the contractual relationship, to the extent legally permissible. In relation to consumers, the statutory rules on jurisdiction apply.

33. Severability

Should individual provisions of these GTC be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid or unenforceable provision.

34. Contract language

The contract language is generally German, unless another contract language has been specified in the respective quote, project contract or other agreement.

35. Consumer contracts

The services of 0x41 Labs are aimed primarily at companies, startups and other business clients. Where contracts are concluded with consumers in individual cases, the applicable mandatory statutory consumer protection provisions apply.

In particular, statutory information and withdrawal rights may exist for contracts concluded away from business premises or for distance contracts. Where required by law, consumers are provided with the corresponding information and withdrawal instructions before the contract is concluded.