Terms of Service & Commercial Standards

These Terms of Service ("Terms") govern the provision of custom software development, fractional CTO leadership, enterprise AI modernization, and architectural consulting services by Alkentar Technologies ("Alkentar", "we", "us") to business clients, startups, and enterprise organizations ("Client", "you").

In accordance with Article 5 of Directive 2000/31/EC (e-Commerce Directive) and applicable national commercial disclosure mandates, Alkentar operates as a registered engineering consultancy within the European Union. By executing a Statement of Work (SOW) or accessing our engineering services, Client agrees to be legally bound by these Terms.

Alkentar provides senior-level engineering and AI systems architecture across two primary service tracks:

1. Startup MVP Studio: Rapid product architecture, high-throughput cloud backends, secure multi-tenant infrastructure, and investor-ready software engineering delivered in 4 to 8 week milestones.

2. Enterprise AI & Systems Modernization: Phased strangler fig architecture migrations, zero-downtime legacy database decoupling, custom vector database RAG pipelines, and autonomous agent workflows.

Specific deliverables, technical milestones, sprint schedules, and commercial fees are defined in individualized Statements of Work (SOW) executed between the parties.

All engagements operate under structured agile sprints (typically 2-week cycles) to ensure total transparency and rapid feedback:

• Sprint Demos: Every Friday of a delivery sprint, Alkentar provides Client with access to a functioning staging environment demonstrating completed backlog items.

• Acceptance Window: Following the formal delivery of a sprint milestone, Client has ten (10) business days to inspect and test the deliverables against the mutually agreed acceptance criteria specified in the SOW.

• Deemed Acceptance: Deliverables shall be deemed accepted if Client either confirms acceptance in writing, deploys the deliverables to a live production environment, or fails to deliver a written, detailed notice of material defect within the 10-business-day window.

Client acknowledges that timely delivery requires active cooperation. Client agrees to provide necessary domain specifications, brand assets, third-party API credentials, and cloud infrastructure access in a timely manner.

Any delays in schedule or sprint delivery resulting from Client’s failure to provide essential dependencies or technical sign-offs shall automatically extend delivery deadlines by an equivalent period.

Alkentar operates with total transparency regarding intellectual property ownership:

• Custom Client Deliverables: Upon receipt of full and final payment for the applicable milestone, Alkentar irrevocably assigns and transfers to Client 100% of all worldwide right, title, interest, and copyright in and to all custom software, source code, data schemas, architectural diagrams, and documentation created specifically for Client under the SOW.

• Background Technology & Tooling: Alkentar retains ownership of pre-existing frameworks, generic developer utilities, scaffolding scripts, and algorithmic libraries ("Background IP"). Alkentar grants Client a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, and distribute such Background IP solely as integrated within the deliverables.

• Client Pre-existing IP: Client retains absolute ownership over all proprietary data, pre-existing software, domain assets, trade secrets, and customer information provided to Alkentar.

Fees and milestone payments are invoiced in Euros (EUR) or US Dollars (USD) as stipulated in the SOW. Payment terms are strictly net fourteen (14) calendar days from the date of invoice issuance, payable via SEPA credit transfer or corporate wire.

In the event of overdue payment, interest shall accrue automatically in accordance with Directive 2011/7/EU on combating late payment in commercial transactions, calculated at the statutory European Central Bank reference rate plus eight (8) percentage points, alongside statutory recovery compensation.

Both parties acknowledge that in the course of engagement, confidential information, proprietary technical schemas, and trade secrets will be exchanged.

Each party agrees to maintain strict confidentiality in accordance with Directive (EU) 2016/943 on the protection of undisclosed know-how and business information. Neither party shall disclose or utilize confidential information except as strictly necessary to execute the SOW. These obligations survive termination of the agreement for five (5) years, and indefinitely with respect to source code and proprietary trade secrets.

Alkentar warrants that all engineering services will be executed in a professional, workmanlike manner adhering to modern software engineering best practices, industry clean-code standards, and robust security protocols.

Alkentar provides a thirty (30) calendar day warranty period following final milestone handover. During this window, Alkentar shall investigate and remediate any reproducible material defects or deviations from agreed specifications at no additional cost to Client.

The liability of the parties under these Terms is calibrated to comply with European statutory legal principles:

1. Uncapped Liability: Nothing in these Terms shall limit or exclude liability for: (a) willful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit); (b) injury to life, body, or health; (c) fraudulent misrepresentation; or (d) mandatory statutory product liability.

2. Material Obligations (Kardinalpflichten): In cases of simple negligence involving an essential contractual obligation that jeopardizes the very purpose of the contract, liability is strictly limited to typical, foreseeable direct damages.

3. Liability Cap: To the maximum extent permitted by applicable EU law, total aggregate liability for simple negligence under any SOW is capped at the total amount of fees paid by Client to Alkentar under that specific SOW during the twelve (12) months preceding the event giving rise to the claim.

4. Exclusion of Indirect Losses: Neither party shall be liable for indirect, incidental, punitive, or loss-of-profit damages.

Either party may terminate an ongoing SOW for convenience upon fourteen (14) calendar days written notice prior to the commencement of the subsequent sprint cycle. Work performed up to the termination date remains payable.

Either party may terminate immediately for cause in the event of an uncured material breach after fourteen (14) days notice, or upon insolvency.

Upon termination, Alkentar ensures an orderly offboarding transition: all completed repositories, documentation, and cloud IAM credentials are transferred to Client.

These Terms and all Statements of Work shall be governed by and construed in accordance with the substantive laws of the European Union Member State in which Alkentar’s contracting entity is domiciled, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The parties agree to attempt in good faith to resolve any dispute through executive escalation within twenty-one (21) days. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the competent commercial courts at Alkentar’s corporate seat, or binding European commercial arbitration where agreed in the SOW.

Notice regarding Online Dispute Resolution pursuant to Art. 14(1) of EU Regulation No 524/2013: The European Commission provides an online dispute resolution platform at https://ec.europa.eu/consumers/odr.