Terms & Conditions

Provider information

These Terms govern use of our website and services by clients in Germany.

Cypherox does not have an office or branch in Germany. We provide our services to German clients remotely.

References to "Cypherox", "we", "us" or "our" mean Cypherox Technologies Pvt. Ltd. References to "you", "your" or "Client" mean the business or organisation using our website or engaging our services.

Scope and acceptance

These Terms apply to all offers, contracts and services between Cypherox and business clients.

They apply only to entrepreneurs (§ 14 BGB), legal entities under public law and public special funds. We do not offer our services to consumers (§ 13 BGB). By sending an enquiry you confirm that you act in a business capacity.

By using our website, submitting an enquiry, signing a service agreement or using our services, you accept these Terms. If you do not agree, you must stop using our website and services.

Your own general terms do not apply, even if we do not object to them. They apply only if we expressly accept them in text form.

Individual agreements, such as a Statement of Work (SOW), take priority over these Terms. If documents conflict, the SOW prevails, then the Service Agreement, then these Terms.

These Terms also apply to future contracts of the same kind with you, without a separate reference.

You must be of legal age and authorised to bind yourself or your organisation.

Services

Cypherox provides technology and digital services, including:

• AI and machine learning: AI development, autonomous AI agents, generative AI platforms, predictive systems, AutoML and fraud detection
• Web and app development: custom web applications, e-commerce platforms, iOS and Android apps, SaaS platforms and enterprise portals
• Cloud and DevOps: cloud architecture, migration, optimisation, security and DevOps automation
• Blockchain: smart contract development, blockchain security and strategic consulting
• VR/AR: augmented and virtual reality development and integration
• UI/UX design: responsive web design, mobile app design and UX strategy
• Data analytics: data warehousing, business intelligence, modelling, visualisation and data security
• Consulting: IT, startup and mobile app consulting
• Dedicated developers: placement of dedicated developers across technology stacks

Scope, deliverables, timelines and fees for each engagement are agreed in a written Statement of Work (SOW) or Service Agreement. We deliver our services remotely.

Offers and contract formation

Our proposals and quotations are non-binding and valid for 30 days from issue, unless stated otherwise.

A contract is formed when you sign the Service Agreement, or accept our offer in text form (for example by email) and we confirm it in text form. Work begins once any agreed deposit has been received.

Verbal side agreements are not binding unless we confirm them in text form. Individual agreements remain unaffected (§ 305b BGB).

Changes to scope, deliverables or timelines require a written Change Request signed by both parties (text form is enough) before work on the changed scope begins. The Change Request states the effect on fees and timelines.

Client obligations

To let us deliver effectively, you agree to:

• provide accurate, complete and timely information, content, assets and access
• name a contact person with authority to decide on your behalf
• review deliverables and give feedback within the agreed time
• ensure that materials, data or content you supply do not infringe third-party intellectual property or privacy rights
• tell us promptly about changes that affect scope or delivery
• pay in line with the agreed payment schedule
• keep regular, risk-appropriate backups of your own data and systems

These are cooperation duties. If you do not meet them in time, agreed deadlines move by the length of the delay plus a reasonable restart period. We may charge the additional costs this causes, including under § 642 BGB. We are not liable for resulting delays.

Fees, payment and invoicing

Fees are set out in the Service Agreement or SOW. Unless stated otherwise, they are in euros (EUR) and exclude VAT.

VAT is added or reverse-charged as the law requires (including § 13b UStG). You must give us a valid VAT ID where this applies.

Deposit: a deposit of typically 25–50% of the project fee is due before work starts, as agreed in text form. Deposits are credited against the final invoice. If the contract ends early, we settle the deposit against fees for work performed and any compensation owed under section 14, and refund any surplus.

Milestone payments: further payments fall due at the milestones set in the Service Agreement.

Invoices: we issue invoices electronically. They are payable within 14 days of the invoice date, without deduction, unless agreed otherwise.

Late payment: if you do not pay on time, you are in default under the statutory rules. Between businesses, default interest is 9 percentage points above the base rate (§ 288(2) BGB). We may also claim a flat fee of EUR 40 (§ 288(5) BGB) and further proven damage.

Suspension: if a payment is more than 14 days overdue, we may suspend work after a reminder. Deadlines move by the length of the suspension.

Set-off and retention: you may set off only claims that are undisputed or finally established by a court. You may exercise a right of retention only for claims under the same contract.

Bank charges: you bear your own bank and payment charges, so that we receive the full invoiced amount.

Acceptance of work

Where we owe a specific result (for example a finished application or module), we present it to you for acceptance (§ 640 BGB). You must test it and either accept it or report material defects in text form within 10 business days, or within the period set in the SOW.

Immaterial defects do not prevent acceptance. We will correct them within a reasonable time.

The deliverable is deemed accepted if you do not report material defects within that period, or if you put it into productive use. We will point out this consequence when we request acceptance.

Services billed by time and effort, including dedicated developers and consulting, are services under § 611 BGB. We owe diligent work, not a particular result, and no acceptance takes place.

Intellectual property

Bespoke deliverables. Once you have paid all sums due under the Service Agreement, we grant you an exclusive, perpetual, irrevocable, worldwide and transferable right to use and modify the bespoke deliverables created for your project, including source code, designs and documentation. Where the law allows an assignment of rights, we assign them to you. Until full payment, you may use the deliverables only for testing and review.

Background IP. We keep all rights in our tools, frameworks, libraries, methods and pre-existing code ("Background IP"). You receive a non-exclusive, perpetual, worldwide, royalty-free right to use Background IP as part of your deliverables.

Third-party components. Open-source software, third-party APIs and licensed components are subject to their own licences. We list material third-party components in the project documentation.

Portfolio. We may name your project in our portfolio, case studies and marketing only with your prior consent in text form.

Your materials. You keep your rights in the content, data and materials you supply. You grant us the rights we need to use them for your project. You confirm that you own them or have the necessary permissions.

Confidentiality

Both parties keep confidential all non-public information the other party discloses in connection with the services ("Confidential Information"). Each party takes appropriate secrecy measures within the meaning of the German Trade Secrets Act (GeschGehG).

Confidential Information may be shared only with employees, subcontractors and advisers who need it for the project and are bound to equivalent confidentiality.

Confidential Information does not include information that:

• is or becomes public without a breach of this agreement
• the recipient already knew before disclosure
• the recipient develops independently without using the Confidential Information
• must be disclosed by law, regulation or court order (the disclosing party is told first, where lawful)

These duties continue for five (5) years after the service agreement ends. Trade secrets stay protected for as long as they remain secret.

Data protection

Each party complies with the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

You remain the controller of personal data you give us. You are responsible for having a legal basis to share it with Cypherox.

Where we process personal data on your behalf, we act as processor and process it only on your documented instructions. Before processing starts, we conclude a data processing agreement with you (Art. 28 GDPR).

We process data outside the EU, including in India. For these transfers we use the EU Standard Contractual Clauses and further safeguards, as described in our data processing agreement and Privacy Policy.

How we handle personal data as a controller, for example from website visitors and business contacts, is explained in our Privacy Policy.

Warranty for defects

We perform our services with reasonable care and skill, using qualified staff. Deliverables will conform to the agreed specification at acceptance.

You must inspect deliverables and report apparent defects in text form without undue delay, and in any case within 10 business days of delivery (§ 377 HGB, where applicable). Hidden defects must be reported within 10 business days of discovery. Your report should describe the defect and how to reproduce it.

If a deliverable is defective, we first remedy it, at our choice by repair or by delivering a new version (supplementary performance). If remedy fails after a reasonable period or two attempts, you may reduce the fee or withdraw, as the law provides.

Claims for defects expire 12 months after acceptance. This does not apply to defects we concealed fraudulently, to injury to life, body or health, or to claims where we acted intentionally or with gross negligence. For these, the statutory periods apply.

We have no duty to remedy defects caused by your changes, misuse, third-party software or matters outside our control.

We give guarantees (Garantien) only where we call them a guarantee in text form. Your statutory rights remain unaffected, subject to section 12.

Liability

We are liable without limit for intent and gross negligence, for injury to life, body or health, under the Product Liability Act, for fraudulently concealed defects, for guarantees we have expressly given, and wherever the law makes liability mandatory.

For slight negligence, we are liable only if we breach a material contractual obligation (Kardinalpflicht). These are obligations that make proper performance possible and that you can regularly rely on. Our liability is then limited to the foreseeable damage typical for this type of contract.

In all other cases of slight negligence, we are not liable.

For loss of data, we are liable only for the effort of restoring data that would have been needed if you had made regular, risk-appropriate backups.

We are not liable for failures of third-party services or internet infrastructure that we cannot influence, unless we are at fault.

The limits in paragraphs 2 to 5 also protect our employees, representatives and subcontractors.

Indemnification

You will indemnify us, our officers, employees and subcontractors against third-party claims, and against the necessary costs of defending them (including reasonable legal fees), where the claim results from:

• content or data you supplied that infringes a third party's rights
• use of our deliverables in a way these Terms or the service agreement do not allow
• your violation of applicable law

This applies only where you are at fault. We will inform you of the claim promptly, will not settle it without your agreement, and will let you take part in the defence where the law allows.

Term and termination

Ongoing services, such as dedicated developers and consulting, may be terminated by either party with 30 days' notice in text form.

For project work, you may terminate at any time before completion (§ 648 BGB). We are then entitled to the agreed fee, less the expenses we save. The law presumes that we are owed 5% of the fee for the unperformed part, in addition to the fee for work already done.

Either party may terminate for good cause (§ 314 BGB). Good cause for us exists in particular if you:

• fail to pay a sum due and do not remedy this within 14 days of written notice
• commit a material breach that cannot be remedied, or that you do not remedy within 14 days of written notice
• become insolvent or are subject to insolvency proceedings, to the extent insolvency law allows termination

On termination, you pay for all work completed up to the termination date. We release deliverables once all undisputed invoices are settled.

Sections 8, 9, 12 and 17 continue to apply after termination.

Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control (force majeure). Examples are natural disasters, pandemics, government action, civil unrest, strikes, power outages and failures of internet infrastructure.

The affected party tells the other promptly and takes reasonable steps to limit the impact. Deadlines move by the length of the event.

If a force majeure event lasts more than 60 days, either party may terminate the affected service agreement in text form without penalty. You pay for work already performed.

Prohibited use of our website

You must not use our website:

• in any way that breaches applicable local, national or international law, including German and EU law
• to send unsolicited commercial communications (spam)
• to upload or transmit viruses, malware or other harmful code
• to try to gain unauthorised access to any part of our website or related systems
• to scrape, crawl or harvest data without our prior written consent, except where mandatory law allows it (for example § 44b UrhG)
• in any unlawful, harmful, threatening, abusive or defamatory way

Governing law and jurisdiction

These Terms and all disputes arising from or connected with them, including non-contractual claims, are governed by the law of the Federal Republic of Germany, excluding its conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.

In a dispute, the parties first try to settle it through good-faith negotiation. If it is not resolved within 30 days of written notice, either party may bring it before the courts.

To the extent the law permits, the exclusive place of jurisdiction is Frankfurt am Main. We may also sue you at your registered office.

Mandatory provisions of law remain unaffected.

Amendments to these Terms

We may update these Terms. The version in force when you sign a contract applies to that contract.

Updated Terms apply to new contracts. For existing contracts, changes apply only if you agree in text form.

We may apply changes to existing contracts without your consent only where the law requires it, or where the change does not alter the balance between our services and your payments. We tell you in text form at least four weeks in advance.

We show the date of the current version on our website.

General provisions

• Entire agreement: these Terms and the applicable Service Agreement or SOW are the whole agreement between the parties and replace earlier agreements on the same subject.
• Severability: if a provision is invalid or unenforceable, the rest remains in force. The statutory rules replace the invalid provision (§ 306 BGB).
• No waiver: if we do not enforce a right, we do not waive it.
• Assignment: you may not assign your rights or duties without our consent in text form, except where § 354a HGB gives you that right. We may assign our rights to a successor company.
• Third parties: these Terms do not create rights for third parties unless expressly agreed.
• Notices: formal notices are given in text form by email to the addresses in the service agreement or later notified.
• Language: we offer these Terms in English and German. If the versions differ, the German version prevails.

Contact

For questions about these Terms, contact us:

We do not have an office in Germany. Please contact us by email.