Terms

1. Scope and formation of contract

These General Terms and Conditions apply to contracts between HMFmedia, proprietor Matthias Frey, Max-Brauer-Allee 36a, 22765 Hamburg, Germany (hereinafter ‘HMFmedia’), and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). They do not apply to contracts with consumers.

A contract is formed by accepting an offer. Offers and orders should be recorded in text form, for example by email, for documentation purposes. Individual agreements take precedence over these Terms and Conditions.

2. Services and changes

The nature and scope of the services, fees, and dates are determined by the relevant offer or agreement. Ongoing support and operational services are owed only to the extent agreed. For ongoing services, the term and termination conditions are also set out in the relevant agreement. Statutory termination rights remain unaffected.

Additional services or changes to the agreed scope, including their effects on fees and dates, will be agreed before they are carried out. A specific commercial outcome is owed only if expressly promised; the agreed functionality and characteristics of the work remain unaffected.

3. Cooperation and supplied content

The customer provides the information, content, access, and decisions required for the agreed services in good time. The customer ensures that HMFmedia is permitted to use the content supplied by the customer to the agreed extent.

If performance is delayed because necessary cooperation is missing, HMFmedia will inform the customer of the effects. Affected dates will be adjusted reasonably to reflect the delay caused and any necessary restart time. Additional work and the associated fees will be agreed before the work is carried out.

4. Fees

The agreed fees apply. Deposits, partial payments, and billing intervals are specified in the relevant offer. Unless otherwise agreed, invoices that are due must be paid within ten days of receipt. Statutory rights of retention remain unaffected.

5. Use of the work

Upon full payment of the fees attributable to the relevant work, the customer receives the non-exclusive usage rights required for the agreed purpose in the work intended for that purpose. For project results paid for on a one-time basis, these rights are granted for an unlimited period unless otherwise agreed.

Within the scope of the rights granted, the customer may maintain, further modify, and transfer the work to another technical environment, either personally or through commissioned third parties. The respective restrictions apply to HMFmedia’s own components described below and to third-party components.

HMFmedia’s own programs, software components, graphics, icons, and other designs that are to be subject to specific usage restrictions will be identified in the offer or when the scope of services is agreed. Where they form part of the work owed, the usage right includes their use for its agreed operation. Their modification, extraction, separate distribution, or use in other projects requires a separate agreement. The technical integration required for the agreed operation and mandatory statutory rights remain unaffected.

The scope of the handover of source code, editable source files, and access credentials is specified in the offer. Third-party software, content, and other components are subject to their respective license terms. Exclusive rights are granted only to the extent agreed.

6. Free drafts

Initial drafts and presentations described as free of charge are intended solely for internal review and deciding whether to commission work. Their creation or delivery does not create any obligation to commission work or any entitlement to payment.

Without HMFmedia’s separate consent in text form, these materials may not be published, used in production, shared with external third parties, or used as a template for implementation or deliberate replication by the recipient or third parties. This also applies to screenshots, copies, excerpts, and delivered files. Actions permitted by mandatory law and the customer’s rights in their own pre-existing materials remain unaffected.

This provision applies to the free drafting phase only if it has already been agreed for that phase.

7. Acceptance and defects

Where acceptance is required by law, HMFmedia will request acceptance from the customer upon completion. Acceptance and rights relating to defects are governed by statutory provisions. The customer should describe identified defects as clearly as possible; this does not restrict the customer’s statutory rights.

8. Liability

HMFmedia’s liability is unlimited in cases of intent and gross negligence, culpable injury to life, body, or health, and under mandatory statutory liability provisions, in particular the German Product Liability Act. This also applies to fraudulent concealment of a defect and within the scope of any guarantee given.

In the event of a slightly negligent breach of essential contractual obligations, liability is limited to the damage typical of the contract and foreseeable at the time the contract was concluded. Essential contractual obligations are those whose fulfillment makes proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In all other respects, liability for slight negligence is excluded. These limitations also apply in favor of HMFmedia’s legal representatives and persons engaged to perform its obligations.