Terms.

§ 1 Scope

1. These general terms and conditions (Allgemeine Geschäftsbedingungen, AGB) apply to all contracts for participation in the CMP42 design partner programme between Christian Schappeit, trading as protagx (“protagx”), and the participating company (“Design Partner”).
2. The offer is directed exclusively at entrepreneurs (Unternehmer) within the meaning of § 14 BGB, legal entities under public law and special funds under public law (öffentlich-rechtliche Sondervermögen). No contracts are concluded with consumers within the meaning of § 13 BGB.
3. Deviating terms of the Design Partner apply only if protagx has expressly agreed to them in text form (Textform).

§ 2 Subject matter of the contract

1. For the term of the programme, protagx grants the Design Partner access to the alpha version of the CMP42 software — a headless CRM with a context graph, models and processes, accessible via MCP tools as well as REST and GraphQL interfaces — as a hosted service in the EU and, once available, as a self-hosted image.
2. The programme also includes: a direct communication channel to the founder (Slack), a monthly co-design call of up to one hour, prioritisation of requests that the Design Partner marks as blocking, and the right to propose and name an MCP tool (§ 8(4)).
3. Details, in particular the start of the term and the access credentials provided, are recorded in the confirmation of participation, which protagx sends to the Design Partner as a PDF prior to the start of the programme.

§ 3 Conclusion of the contract

1. An application via the website is a non-binding enquiry. Following a conversation, both parties decide on participation.
2. The contract is concluded upon protagx’s confirmation of participation in text form (e.g. email) and its acceptance by the Design Partner.
3. There are twelve places. There is no entitlement to admission.

§ 4 Alpha nature of the software

1. The Design Partner acknowledges that CMP42 is at the alpha stage. Functions, interfaces and data formats may change; releases are generally made weekly. protagx takes care to provide backward-compatible migrations but cannot rule out changes.
2. No particular availability, response time or performance is owed. protagx deliberately does not offer a service level agreement during the alpha; provision is “as is”. From general availability (GA) onwards, availability commitments and response times will be governed by a separate service level agreement.
3. The Design Partner shall not use CMP42 as the sole system for business-critical data without maintaining its own backups or exports.

§ 5 Fee and payment

1. The fee for participation is a one-off €6,900. It is exempt from VAT pursuant to § 19 UStG (Kleinunternehmerregelung); a switch to standard VAT treatment is planned for 2027 and will be reflected on future invoices by VAT being separately shown.
2. The invoice is sent together with the confirmation of participation (§ 2(3)). The fee is due within 14 days of the invoice date, without deduction.
3. After general availability (GA), protagx will publish standard prices. Design Partners who continue to use CMP42 retain the design partner price for as long as they remain customers; they will not be moved to standard prices without their consent. The GA pricing model will be announced in text form no later than 90 days before the GA date.

§ 6 Term, termination, return of data

1. The programme term is six months from the start date stated in the confirmation of participation. Upon expiry, the parties jointly decide on a continuation at the design partner price or a move to the generally available version.
2. The Design Partner may end its participation at any time by giving 30 days’ notice in text form, effective at the end of the month. Fees already paid are not refunded pro rata upon ordinary termination by the Design Partner, since the twelve design partner places are limited and the programme deliverables (Slack channel, monthly co-design calls, prioritised feature requests) are provided independently of usage intensity.
3. The right to extraordinary termination for good cause remains unaffected.
4. Upon termination, protagx will make the Design Partner’s data available to it in a common, machine-readable format and delete it within 30 days, unless statutory retention obligations apply.
5. The vacated place may be reallocated. An MCP tool named by the Design Partner remains part of the product (§ 8(4)).

§ 7 Collaboration

1. The programme depends on real use and honest feedback. The Design Partner shall endeavour to use CMP42 with real data, provide feedback regularly and report errors promptly.
2. This cooperation is an obligation of the Design Partner in its own interest (Obliegenheit) in the sense of a collaborative partnership; failure to fulfil it does not give rise to claims for damages but may lead to termination by mutual agreement.
3. The Design Partner is not obliged to provide testimonials, recommendations or logos.

§ 8 Rights to software, data and feedback

1. protagx grants the Design Partner, for the term, a simple (non-exclusive), non-transferable right to use CMP42 for its own business purposes.
2. All rights to the data entered by the Design Partner remain with the Design Partner. protagx uses this data exclusively to provide the service and does not train any AI models with it.
3. protagx may freely use suggestions, feedback and ideas arising from co-design for the further development of CMP42, without disclosing confidential information or data of the Design Partner.
4. If the Design Partner proposes an MCP tool and it fits the platform, protagx may build it and make it available to all customers under the proposed name. The rights to the implementation lie with protagx. The Design Partner will be named only with its consent.

§ 9 Confidentiality

1. The parties shall treat all confidential information of the other party obtained in the course of the programme as confidential and use it only for the purposes of this contract. This applies in particular to the content of co-design discussions, which is not public until a feature is released.
2. This obligation continues for three years after the end of the contract.
3. Excluded is information that is publicly known, was already known to the receiving party, or must be disclosed due to statutory obligations.

§ 10 Data protection and processing on behalf

1. Insofar as protagx processes personal data on behalf of the Design Partner, the parties shall conclude a data processing agreement (AVV, Art. 28 GDPR). The Design Partner is the controller.
2. Sub-processors engaged are named in the data processing agreement. protagx provides the data processing agreement as a PDF together with the confirmation of participation; changes to the sub-processors will be notified to the Design Partner in text form at least 30 days before they take effect.
3. If the Design Partner connects its own AI agents or model providers, it decides itself on the data transmitted to them; these providers are not sub-processors of protagx.

§ 11 Liability

1. protagx is liable without limitation for intent and gross negligence, for injury to life, body or health, and under the Product Liability Act (Produkthaftungsgesetz).
2. In cases of slight negligence, protagx is liable only for breach of material contractual obligations. Liability is then limited to the foreseeable damage typical for the contract, and at most to the fee paid by the Design Partner.
3. For loss of data, protagx is liable only up to the amount of effort that would have been required for restoration had the Design Partner performed regular data backups appropriate to the risk (§ 4(3)).
4. Any further liability is excluded. In particular, the Design Partner acknowledges that the provision of an alpha version (§ 4) entails elevated risks; the liability provisions in paragraphs 2 and 3 take this into account by including the damages typical for proper alpha use, while excluding indirect consequential damages arising from use as a substitute for production systems.

§ 12 References

protagx will name the Design Partner publicly — for example in a case study or on the website — only with its prior consent in text form.

§ 13 Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction is Berlin, provided the Design Partner is a merchant (Kaufmann), a legal entity under public law or a special fund under public law.
3. Amendments and additions must be made in text form.
4. Should any provision be invalid, the remainder of the contract shall remain valid.