Terms and Conditions

These General Terms and Conditions (GTC) apply to all contractual relationships between VIONIS LABS and its customers. They govern all services including AI consulting, custom development, training programs, and software solutions. By engaging our services, customers acknowledge and agree to be bound by these terms. Individual agreements may supplement but not contradict these GTC unless explicitly agreed in writing.

VIONIS LABS provides comprehensive AI and technology services including: (a) AI strategy consulting and implementation planning, (b) Custom AI model development and deployment, (c) Machine learning and data science solutions, (d) AI training programs and workshops, (e) Enterprise AI integration and automation, (f) Government and public sector AI solutions, (g) Ongoing support and maintenance. Specific service details, deliverables, and timelines are defined in individual project agreements or statements of work.

Contracts are formed upon written acceptance of our proposal or statement of work. All agreements must be signed by authorized representatives. Project scope, deliverables, timelines, and acceptance criteria are defined in project-specific documents. Changes to agreed scope require written approval and may result in additional fees. We reserve the right to decline projects that fall outside our expertise or ethical guidelines.

Pricing is based on project scope, complexity, and resource requirements. Payment terms are Net 30 days unless otherwise agreed. Late payments incur interest at 1.5% per month. We reserve the right to suspend services for overdue payments exceeding 60 days. All prices are exclusive of applicable taxes. Currency fluctuations may affect international projects. Expenses for travel, third-party licenses, or specialized hardware are billed separately.

Customers must: (a) Provide accurate, complete, and timely information, (b) Ensure authorized personnel are available for consultations, (c) Provide necessary access to systems and data, (d) Comply with all applicable laws and regulations, (e) Maintain confidentiality of proprietary methodologies, (f) Provide feedback and approvals within agreed timeframes, (g) Ensure their use of our services does not violate third-party rights, (h) Maintain appropriate data backups and security measures.

Pre-existing IP remains with respective owners. Custom developments become customer property upon full payment, except for our proprietary methodologies and frameworks. We retain rights to general knowledge, techniques, and experience gained. Customers grant us license to use their data solely for project delivery. We may create anonymized case studies with customer approval. Open-source components remain subject to their respective licenses. Any IP disputes will be resolved through negotiation or arbitration.

Both parties commit to maintaining strict confidentiality of all proprietary information, trade secrets, business data, and technical specifications shared during the engagement. This obligation survives contract termination for 5 years. Exceptions include: (a) Information in public domain, (b) Information independently developed, (c) Information required to be disclosed by law, (d) Information approved for disclosure in writing. Employees and subcontractors are bound by equivalent confidentiality obligations.

We process personal data in accordance with GDPR, applicable data protection laws, and our Privacy Policy. Customers remain data controllers for their data. We act as data processor under written data processing agreements. Security measures include encryption, access controls, and regular audits. Data breaches are reported within 72 hours. International data transfers comply with adequacy decisions or appropriate safeguards. Data retention periods are defined per project requirements.

Our liability is limited to the total contract value or €100,000, whichever is lower, except for: (a) Death or personal injury caused by negligence, (b) Fraud or willful misconduct, (c) Violation of data protection laws, (d) Infringement of intellectual property rights. We are not liable for indirect, consequential, or punitive damages, lost profits, or business interruption. Customers must mitigate damages and notify us promptly of any issues. Force majeure events excuse performance delays.

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, government actions, pandemics, cyber attacks, or infrastructure failures. The affected party must promptly notify the other and make reasonable efforts to minimize impact. If force majeure continues for more than 90 days, either party may terminate the contract with 30 days' written notice.

Either party may terminate with 30 days' written notice. Immediate termination is allowed for: (a) Material breach not cured within 15 days, (b) Insolvency or bankruptcy proceedings, (c) Violation of confidentiality obligations, (d) Non-payment exceeding 60 days. Upon termination, we will deliver completed work, return customer materials, and invoice for services rendered. Customers must pay all outstanding fees. Confidentiality and IP provisions survive termination.

These terms are governed by German law, excluding conflict of law principles and the UN Convention on Contracts for the International Sale of Goods. Any disputes shall be subject to the exclusive jurisdiction of German courts, with venue in Berlin. For international customers, we may agree to alternative dispute resolution mechanisms. EU customers may also access the European Online Dispute Resolution platform.

Disputes should first be addressed through good faith negotiations between senior management. If unresolved within 30 days, disputes may be submitted to mediation under German Arbitration Institute rules. Binding arbitration may be required for disputes exceeding €50,000. Arbitration proceedings will be conducted in English or German in Berlin. The prevailing party may recover reasonable legal costs. Interim relief may be sought from competent courts.

These terms may be updated to reflect legal changes, business developments, or service improvements. Customers will be notified 30 days before changes take effect. Continued use of services constitutes acceptance of modified terms. Project-specific terms take precedence over these general terms. All modifications must be in writing and signed by authorized representatives. Electronic signatures are acceptable for routine amendments.

If any provision is deemed invalid or unenforceable, the remainder of these terms remain in full effect. Invalid provisions will be replaced with valid terms achieving similar commercial objectives. These terms constitute the entire agreement and supersede all prior negotiations. No waiver of any term is effective unless in writing. Assignment requires prior written consent except to affiliated entities. These terms are available in multiple languages; the German version prevails in case of conflicts.