Terms.

01Scope

These terms govern engineering services provided by nullfield.ai (Daniel Scheiber) ("we", "us") to business clients ("client"). Consumer business under the Austrian Consumer Protection Act (KSchG) is excluded.

The engagement-specific contract — the signed specification, statement of work, or retainer agreement — takes precedence over these terms in case of conflict.

02Offers and conclusion

Quotes are valid for 30 days unless stated otherwise. The contract is concluded when the client signs the specification or sends written acceptance by email.

No code begins until the specification is signed. Verbal additions are not binding without written confirmation.

03Deliverables

Standard deliverables for an engagement are:

• Source code in the client's repository
• Specification document and runbook
• Deployment to the client's infrastructure
• Handover session and 30-day stabilization window

04Fees and payment

Fees are quoted exclusive of VAT. Austrian VAT is added where applicable; reverse charge applies for EU business clients with a valid VAT ID.

Standard payment terms are 14 days net from invoice. Fixed-scope engagements are typically invoiced 50% on signature, 50% on handover. Retainers are invoiced monthly in advance.

Late payment incurs default interest at the statutory rate under § 456 UGB.

05Client cooperation

The client provides timely access to systems, data, and decision-makers required to execute the specification. Delays caused by missing inputs may shift the timeline and incur additional costs documented in writing.

06Intellectual property

On full payment, the client receives an exclusive, perpetual, world-wide license to use, modify, and operate the bespoke deliverables. Source code is handed over without DRM.

Pre-existing libraries, internal tooling, and frameworks remain the property of nullfield.ai and are licensed to the client under their original terms (typically permissive open-source).

We retain the right to reference the engagement in our portfolio in a generic, non-confidential form, unless contractually excluded.

07Warranty

Warranty period is 6 months from handover for material defects against the signed specification. Defects must be reported in writing with reproducible steps. We will rectify confirmed defects at no charge. Statutory warranty under §§ 922 ff. ABGB applies.

08Liability

We are liable for direct damages caused by intent or gross negligence without limitation. Liability for slight negligence is limited to typical, foreseeable damages and to the value of the engagement.

We are not liable for lost profits, indirect damages, or third-party claims, except in cases of intent or gross negligence. The client is responsible for backing up production data before any deployment.

09Confidentiality

Both parties treat all non-public information of the other as confidential, indefinitely after the engagement ends. A mutual NDA is available before the first call. Project-specific data processing is governed by a separate DPA under GDPR.

10Termination

Fixed-scope engagements run until handover and acceptance. Either party may terminate for cause (material breach not cured within 14 days of written notice).

Retainers run on a monthly basis with 30 days written notice to the end of a calendar month. On termination, work in progress is invoiced pro rata; partial deliverables are handed over in current state.

11Final provisions

Austrian law applies, excluding the conflict-of-law rules of international private law and the UN Convention on Contracts for the International Sale of Goods.

Place of jurisdiction is the competent court for the registered seat of nullfield.ai in Innsbruck, Austria.

Should any provision be or become invalid, the remaining provisions stay in force. The invalid provision is replaced by a valid one closest to the original economic intent.