TERMS & CONDITIONS

1.1 These Terms and Conditions govern all business transactions between SEED Studio, with its registered address at Eduard-Pfeiffer-Straße 120, 70192 Stuttgart, Germany (referred to as "SEED"), and the customer, provided that the customer qualifies as an entrepreneur according to § 14 of the German Civil Code (BGB) or is a legal entity under public law.

1.2 These Terms and Conditions shall apply, in their current form, to all future transactions with the customer. The most up-to-date version of these Terms and Conditions can be found online at www.seed.team/terms_conditions.

1.3 These Terms and Conditions will be applicable to all future business relations, even if not explicitly agreed upon. Any counter-confirmations by the customer that reference their own terms and conditions of business or purchase will only become part of the contract if SEED expressly agrees to their validity. This requirement for consent applies in all cases, including situations where SEED provides services without being aware of the customer's terms and conditions.

1.4 SEED reserves the right to modify or amend these Terms and Conditions at any time, providing reasonable notice. In the event that the customer does not object to the amended Terms and Conditions within two weeks of receiving the notice of amendment, and no later than the effective date of the amendments, the changes will be deemed effective as per the notice. If the customer objects in a timely manner, SEED reserves the right to terminate the contract as of the date when the modified conditions are scheduled to take effect.

2.1 The contract comes into effect upon confirmation of the offer by the customer or upon SEED's confirmation of the order. No specific format, including written form, is obligatory for this purpose.

2.2 Upon the customer's request, SEED will prepare a cost estimate for the intended services. Please note that no guarantee is provided for the accuracy of such cost estimates. If it becomes evident that the cost of performing the services would significantly exceed the initial estimate (typically by more than 5%), SEED will promptly notify the customer. In such a scenario, the customer reserves the right to terminate the contract on these grounds.

2.3 SEED may request payment for the work performed up to that point and reimbursement of expenses not included in the remuneration. If services are undertaken, with the customer's agreement or as per the customer's instructions, that were not initially outlined in the cost estimate, these services will be compensated as additional orders based on the actual amount of work involved.

3.1 The contracting parties shall appoint contact persons on each side, who shall coordinate all binding questions concerning the execution of the assignment. In the event of absence due to vacation, illness, etc. substitutes are to be named. The parties shall inform each other immediately of any changes and shall notify each other without delay. Until receipt of such notification, the previously named contact persons shall be considered authorized to make and receive declarations within the scope of their previous power of representation.

3.2 The designated contact persons shall maintain regular communication and provide updates as necessary regarding the progress and any challenges encountered in fulfilling the contract.

3.3 SEED will transmit to the customer, via email, a confirmation detailing the information exchange process, communication schedule, and the particulars of the contact persons. This confirmation shall constitute a binding agreement between the parties unless the customer raises immediate objections upon receipt.

3.4 The customer affirms that they hold all necessary rights to the content, data, and assets they provide to SEED, thereby safeguarding SEED against any potential claims by third parties stemming from the infringement of (intellectual) property rights.

3.5 The customer shall actively support SEED in the execution of the services specified in the contract. This encompasses, notably, the timely provision of information, assets, and data in a format that is both reasonable and immediately usable.

3.6 If the customer becomes aware that any information they have supplied, such as requirements or content, is inaccurate, incomplete, ambiguous, or impractical, the customer shall promptly inform SEED of such issues.

4.1 The specific services to be provided by SEED to the customer will be outlined in the service description section of the corresponding offer.

4.2 Unless a separate written agreement exists, SEED is not obliged to provide intermediate results, such as drafts, layouts, and source files, which lead to the final contractual deliverables.

4.3 The protection or registrability of intellectual property rights, including but not limited to patents, designs, copyrights, and trademarks, for the ideas, suggestions, proposals, concepts, drafts, and other services delivered under the contract, is not guaranteed.

4.4 Should the customer wish to modify the initially agreed-upon scope of services, they must notify SEED in writing. If these changes are not essential to achieve the originally agreed-upon performance or rectify defects, the customer shall be responsible for any additional costs incurred. In such cases, SEED will furnish the customer with a corresponding cost estimate, as described in section 2.2.

4.5 In the event that SEED deems it necessary to alter the initially agreed-upon scope of services, SEED will inform the customer in writing and provide an implementation proposal along with a cost estimate. Until the customer approves the implementation proposal, the originally agreed-upon scope of services shall remain unchanged.

4.6 SEED shall not be held liable for delays in service delivery due to circumstances within the customer's control (e.g., failure to provide necessary materials in a timely manner) or due to force majeure (e.g., strikes, lockdowns, widespread telecommunication disruptions). In such cases, the customer grants SEED the right to postpone the provision of affected services by the duration of the impediment plus a reasonable buffer period. SEED will promptly notify the customer of any delays resulting from force majeure.

4.7 SEED retains the option to engage subcontractors to fulfill the customer's order.

5.1 When requested by SEED, the customer shall grant approval for drafts and intermediate results, provided that these can be reasonably assessed independently.

5.2 Any requests for changes made after approval may be considered modifications to the agreed-upon performance, subject to charges, as outlined in section 4.4.

5.3 In cases of substantial defects, the customer reserves the right to withhold acceptance of the work until such defects have been rectified. For non-substantial defects, the customer may declare acceptance, if necessary, with a reservation regarding the defects that SEED is obligated to address within a reasonable timeframe. If the customer declines acceptance despite the timely and flawless execution of the work, SEED shall have the right to consider the services as accepted if two weeks have elapsed since the handover, or if the customer has already commenced using the service(s).

6.1 SEED grants the customer a non-exclusive right of use, contingent upon the full payment of the agreed-upon compensation for the services rendered. Unless otherwise stipulated, this non-exclusive right of use is not subject to temporal or geographical limitations but is restricted in terms of its intended purposes. The non-exclusive right of use permits the utilization of the services solely for the purposes and within the scope defined in the contract.

6.2 If the customer intends to employ SEED's work, in whole or in part, for purposes or to an extent beyond the initial agreement, an additional agreement is required to extend the right of use. Such an agreement may or may not include an additional fee.

6.3 The transfer of usage rights to third parties or the granting of sub-licenses is permissible solely when expressly and in writing agreed upon or when it arises from the contractual purpose.

6.4 Without separate permission, the customer is not authorized to modify or edit software applications (e.g., HTML templates, CSS), except for changes and edits deemed necessary to fulfill the contractual purpose. The provisions of §§ 69a ff. of the Copyright Act (UrhG) remain unaffected by this. Editorial editing, which includes altering content and adjusting the structure of a website, is allowed.

6.5 The customer is obliged to credit SEED on the completed work and its reproductions with a link to the website https://the-seed.team/, at a minimum, on the imprint page.

7.1 In the case of a fixed compensation agreement, SEED has the right to invoice partial payments for specific segments of the contracted services.

7.2 SEED retains the option to request an initial deposit equal to the contract amount from the customer immediately upon commissioning.

7.3 If compensation is determined based on the time expended, SEED will apply the rates previously agreed upon by both parties. Expenses will be billed on a monthly basis unless otherwise specified.

7.4 SEED calculates services performed in person-days, where one person-day corresponds to 8 (eight) working hours.

7.5 All compensation agreed upon in the contract is exclusive of any currently applicable legal value-added tax (VAT).

7.6 When compensation is determined based on time spent, the customer is responsible for covering expenses, allowances, and travel expenses incurred by SEED during the course of the assignment. These expenses will be invoiced at cost, with a mileage reimbursement rate of 0.30 EUR per kilometer.

8.1 Payment is to be made promptly upon completion, at the latest. In cases where completion is delayed due to circumstances attributable to the customer (e.g., delayed acceptances, scheduling issues, or a desire for a later go-live), the contractor is entitled to invoice the costs as if completion could have occurred without the delays, even if the service was not fully completed at the time due to the customer's delay.

8.2 Unless expressly agreed otherwise, all services are to be settled in full, without any deductions, within 14 (fourteen) days from the date of the invoice. Statutory regulations apply concerning the terms and consequences of default.

9.1 If a service exhibits a defect, the customer has the right to request rectification. SEED, at its discretion, is obligated to rectify the defect by either eliminating it or by providing a new, defect-free item. In instances where a replacement item is supplied, the customer is responsible for returning the defective item.

9.2 If rectification efforts prove unsuccessful, the customer retains their statutory warranty rights.

9.3 The statute of limitations for warranty claims is 6 (six) months from the date of acceptance.

10.1 SEED's liability is subject to applicable legal regulations. However, in cases of ordinary negligence, SEED's liability is unrestricted only for breaches of essential contractual obligations or for harm to the life, body, or health of an individual. Otherwise, liability for ordinary negligence is limited to the reimbursement of typical, foreseeable damages arising from the contract. This limitation of liability also extends to the actions of agents acting on behalf of SEED as defined in § 278 of the German Civil Code (BGB).

10.2 The customer is advised that unencrypted emails represent an open communication medium. SEED assumes no liability for the confidentiality of emails. Upon the customer's request, communication can be conducted via encrypted emails.

10.3 SEED is only liable for violations of competition law and similar infringements that stem from the overall design of the website and are based on concepts introduced by SEED. However, SEED is not liable for violations inherent in the customer's business model.

11.1 SEED bears no responsibility for materials and content supplied by the customer. SEED is under no obligation to conduct reviews of such materials and content for potential legal violations.

11.2 In instances where SEED faces liability claims or legal action arising from materials and content provided by the customer, the customer shall indemnify and hold SEED harmless. This indemnification encompasses, especially, cases involving the infringement of intellectual property rights (including trademarks and designs), copyright and related rights, as well as third-party name and personality rights. The indemnification obligation extends beyond claims for damages and includes any attorney's fees incurred.

12.1 All deliveries shall be regarded as the property (reserved goods) of SEED until all claims arising from the business relationship with the customer have been completely settled.

12.2 In the event of any enforcement actions taken against the reserved goods, the customer is obliged to promptly inform SEED.

13.1 Press releases, statements, or any similar actions in which one party references the other are only allowed with prior written agreement, including via email. However, SEED reserves the right to feature the customer as a reference client on the SEED website or in other promotional materials, reproduce and distribute the services provided for self-promotion, publicly display them for demonstration purposes, and make references to them, unless the customer can demonstrate a valid conflicting interest.

14.1 SEED is authorized to electronically store the data related to the specific order and process this data in accordance with legal provisions as long as it is necessary for the execution of the respective order. Unless legal requirements dictate otherwise, SEED will delete the customer's data as soon as the purpose of the storage has ceased to exist.

14.2 The transmission of data to third parties is also permissible without separate consent from the customer when and to the extent that this is part of the contract, such as in the case of domain registrations or similar services, and in compliance with applicable data protection laws.

15.1 In the absence of any other agreement, the place of performance is the location of SEED's business establishment.

15.2 The exclusive place of jurisdiction for all disputes arising directly and indirectly from the contractual relationship, as well as those concerning its formation and validity, is Stuttgart, provided that the customer is a merchant, a legal entity under public law, or a special fund under public law. This also applies to disputes arising from documents, bills of exchange, and checks related to the contractual relationship. However, SEED retains the right to initiate legal proceedings against the customer at their place of residence or business.

15.3 Oral side agreements do not hold any validity. Amendments or additions to this contract require written form for their effectiveness, and any oral waiver of this requirement is also not permissible.

15.4 For all legal matters arising from the contract and its execution, German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods.

15.5 If individual provisions of this contract are or become ineffective, such ineffectiveness shall not affect the validity of the remaining provisions. In lieu of the ineffective provision, the parties shall agree upon what is reasonable in accordance with the originally intended purpose and economic considerations. The same principle applies in the event of a contractual gap.