Terms & Conditions

1. Scope

These General Terms and Conditions (“Terms”) govern the contractual relationship between Qoil AI UG (haftungsbeschränkt), Berlinickestr. 5A, 12435 Berlin, Germany (“Qoil AI,” “we,” “us”) and its clients (“Client,” “you”) for all software development, consulting, and related services. Deviating terms of the Client shall not apply unless expressly confirmed by us in writing.

2. Services

Qoil AIprovides custom software development, technical consulting, system architecture design, and related digital services. The specific scope, deliverables, timeline, and remuneration for each engagement are defined in a separate Statement of Work (“SOW”) or project agreement signed by both parties. Any changes to the scope require a written change request and mutual agreement.

3. Intellectual Property

Upon full payment for the relevant deliverables, Qoil AI assigns to the Client all rights, title, and interest in the custom software, source code, and documentation created specifically for the Client under the applicable SOW. Qoil AI retains ownership of all pre-existing materials, tools, libraries, frameworks, and know-how used in the course of the engagement. The Client grants Qoil AI a non-exclusive, perpetual license to use and display the delivered work in Qoil AI's portfolio, case studies, and marketing materials unless otherwise agreed in writing.

4. Compensation and Payment

Fees are specified in the applicable SOW. Unless otherwise agreed, invoices are payable within 14 days of receipt. Late payments accrue interest at the statutory rate of 9 percentage points above the base rate pursuant to § 288 BGB. All prices are exclusive of applicable VAT.

5. Confidentiality

Both parties agree to treat all non-public information disclosed during the engagement as confidential and to use such information solely for the purpose of performing the services. This obligation survives termination of the agreement for a period of three years.

6. Warranty

Qoil AIwarrants that the delivered software shall substantially conform to the specifications set forth in the applicable SOW for a period of 30 days following delivery (“Warranty Period”). The Client must report any non-conformity in writing within the Warranty Period. Qoil AI's sole obligation is to repair or replace the non-conforming deliverable. The warranty does not cover issues arising from modifications made by the Client, third-party components, or misuse.

7. Liability

Qoil AI shall be liable without limitation for damages caused intentionally or by gross negligence, for injury to life, body, or health, and under the Product Liability Act. For slight negligence, Qoil AIshall be liable only for breaches of material contractual obligations (“cardinal duties”), limited to foreseeable damages typical for the contract. Liability for data loss is limited to the cost of restoring data from proper backups. Any further liability is excluded.

8. Termination

Either party may terminate an ongoing SOW with 30 days' written notice. Termination for cause remains unaffected. Upon termination, the Client shall pay for all services rendered up to the effective date of termination.

9. Governing Law and Jurisdiction

These Terms and all contractual relationships shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Berlin, Germany, insofar as the Client is a merchant, a legal entity under public law, or has no general place of jurisdiction in Germany.

10. Severability

Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the original provision.