Terms

These terms apply to all services ProNova UG (haftungsbeschränkt) i.G. provides to businesses: custom AI agents, custom MCP builds, AI training and support subscriptions. We work only with businesses (§ 14 BGB), not consumers. Your own terms apply only if we agree to them in writing.

A contract starts when you accept our written proposal. The proposal sets the scope, price, timeline and any approval points. If the proposal and these terms conflict, the proposal wins.

You give us timely access to the people, tools, accounts and example data the work needs. You confirm you're allowed to share that data with us. Delays on your side move the timeline.

Agents and tools run on third-party platforms such as Anthropic, OpenAI, Vercel and Cloudflare, under your own accounts and their terms. Usage and hosting costs are billed to you directly by those providers. We don't mark them up, and we're not responsible for their availability, pricing or changes.

AI systems can make mistakes. We build in approvals, limits and tests, but you stay responsible for reviewing and approving actions that matter to your business, and for your use of the results.

Prices are in euros, plus VAT. Unless the proposal says otherwise, we invoice 50% at start, 25% at the midpoint milestone set in the proposal and 25% at hand-over, payable within 14 days. Support subscriptions are billed monthly in advance. A paid gap analysis or discovery is deducted from the build price if you go ahead.

Once paid in full, you own the code, skills and documents we build for you. We keep the right to reuse our general know-how, methods and generic components that contain none of your confidential information.

Both sides keep the other's confidential information secret, during and after the work. Where we process personal data on your behalf, we sign a data processing agreement (Art. 28 GDPR).

You review each deliverable within 10 working days of hand-over. If you don't report a material defect in that time, the deliverable counts as accepted.

We are fully liable for intent, gross negligence, and injury to life, body or health. For slight negligence, we're liable only for breach of essential contractual duties, limited to the typical, foreseeable damage and at most the fees paid under the contract in the last 12 months. Liability under the Product Liability Act is unaffected.

Project contracts end on completion. Support subscriptions run monthly after a 3-month minimum and can be cancelled with 30 days' notice to the end of a month. Either side may terminate for good cause.

German law applies, excluding the UN Convention on the International Sale of Goods (CISG). The place of jurisdiction is Berlin. If one clause is invalid, the rest still applies.