Terms and Conditions

These Terms and Conditions apply to all contracts between Artyom Zemchenko (the "Contractor") and the client concerning the design, development, setup and operation of individual digital customer-management systems – in particular CRM setup and customisation, integration and configuration of AI agents, and connection of communication channels – as well as related consulting and development services.

Deviating terms of the client do not become part of the contract unless the Contractor expressly agrees to them in writing.

The precise scope of services – including the extent of any ongoing operation (hosting, maintenance, support) – results from the relevant written offer or order confirmation. Changes or extensions to the scope of services require written agreement and may result in a corresponding adjustment of the fee.

The Contractor reserves the right to engage qualified third parties (subcontractors) to render the services.

Offers by the Contractor are subject to change and non-binding. A contract is only formed upon written order confirmation or the commencement of service delivery.

Verbal side agreements require written confirmation to be effective.

The client is obliged to provide the Contractor, in good time and in full, with all documents, information and access required to render the services – in particular access to existing customer data, systems and communication channels to be connected.

Delays caused by the client's insufficient cooperation are not the Contractor's responsibility. Any resulting additional costs are borne by the client.

The fee results from the offer or order confirmation; for ongoing operation (e.g. hosting, maintenance, AI usage) a recurring fee may be agreed. As the Contractor applies the German small-business regulation under § 19 UStG, no VAT is shown.

Invoices are payable within 14 days of the invoice date without deduction, unless another period has been agreed.

For projects with an order value exceeding EUR 1,000, the Contractor is entitled to request a deposit of up to 50% upon placing the order.

In the event of default of payment, the Contractor is entitled to charge default interest at the statutory rate.

All works created under the order (texts, designs, configurations, individually developed code/systems) are protected by copyright and initially remain with the Contractor.

Upon full payment of the agreed fee, the Contractor grants the client a simple, non-transferable right of use for the contractually agreed purpose, unless expressly agreed otherwise. Data the client itself contributes (including its own customer data) always remains its property.

The Contractor is entitled to use the work created for the client for reference purposes and in its own portfolio, provided this does not conflict with contractual confidentiality agreements and no customer data of the client is disclosed.

The Contractor renders its services with the diligence of a prudent businessperson. No guarantee can be given for specific outcomes (in particular revenue, conversion or efficiency gains through CRM or AI use), as these depend on numerous external factors.

The Contractor's liability is limited to intent and gross negligence. Liability for slight negligence is excluded to the extent legally permissible, except in the case of breach of material contractual obligations or damages resulting from injury to life, body or health.

Liability is capped at the value of the order.

Both parties undertake to treat as confidential all confidential information received from the other party in the course of the collaboration – including the client's customer data processed via the CRM and communication channels – and not to disclose it to third parties. This obligation also applies after termination of the contractual relationship.

Ongoing contracts (in particular operation and maintenance services) may be terminated in writing by either party with 30 days' notice to the end of a month, unless otherwise agreed.

In the event of justified withdrawal by the client after the order has been placed, the Contractor is entitled to invoice the services rendered up to the point of withdrawal. Cancellation fees may also apply in accordance with a separate agreement.

After termination, the client will, on request, receive an export of its data stored in the system; the data will then be deleted in accordance with the applicable privacy policy or a separately agreed deletion arrangement.

In order to render the services (in particular CRM operation and AI agents), the Contractor may process personal data belonging to the client – e.g. the client's own customer data. Where the Contractor thereby acts as a processor within the meaning of Art. 28 GDPR, the parties will enter into a separate data processing agreement (DPA) before the relevant processing begins.

Data processing takes place on self-hosted infrastructure in Germany (see privacy policy). The client remains the data-protection controller for its own customers' data; the Contractor processes such data exclusively on the client's documented instructions within the scope of the order.

Where AI agents that interact with the client's customers are set up as part of the service, the Contractor provides, within the scope of the commissioned configuration, the standard transparency notices required under Art. 50 of the EU AI Act (Regulation (EU) 2024/1689), including indicating that the user is interacting with an AI system.

The client remains responsible for the lawful use of the configured AI agents towards its own customers – including compliance with further, industry-specific obligations under the EU AI Act – unless expressly agreed otherwise.

The law of the Federal Republic of Germany applies. To the extent legally permissible, the place of jurisdiction is the Contractor's place of business.

Should individual provisions of these Terms be or become invalid, this does not affect the validity of the remaining provisions.

Amendments and additions to these Terms require written form.

For questions about these Terms, please contact: hallo@zemchenko.de