Terms Conditions

These Terms & Conditions (“Terms”) govern all business transactions between SEED Studio UG (haftungsbeschränkt), Behringstraße 1, 70565 Stuttgart, Germany (“SEED”), and its customers.

They apply exclusively where the customer is an entrepreneur within the meaning of § 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law.

Contracts with consumers within the meaning of § 13 BGB are excluded.

These Terms apply to all contracts concluded between SEED and the customer unless otherwise expressly agreed.

The version applicable at the time the respective contract is concluded shall apply.

These Terms also apply to future business relationships with the customer where their application has been agreed as part of the business relationship.

Any conflicting or deviating terms and conditions of the customer shall only apply if SEED has expressly agreed to their applicability. This also applies where SEED performs services without expressly objecting to the customer's terms and conditions.

SEED may amend these Terms where this is necessary due to changes in applicable law, case law, technical requirements or SEED's services, provided that such amendments do not materially alter the contractual balance to the customer's disadvantage.

SEED will inform the customer of any proposed amendments within a reasonable period before they take effect. The amendments shall be deemed accepted if the customer does not object within two weeks of receiving the notice of amendment and no later than the proposed effective date.

If the customer objects within this period, SEED reserves the right to terminate the affected contractual relationship with effect from the date on which the amended Terms were intended to take effect, subject to any applicable contractual or statutory notice requirements.

Individual agreements between SEED and the customer, including the respective offer, proposal, statement of work or project agreement, take precedence over these Terms in the event of a conflict.

The contracting parties shall appoint contact persons who are authorised to coordinate questions and decisions concerning the execution of the project.

In the event of an extended absence, appropriate substitutes should be designated. Each party shall inform the other without undue delay of changes to its designated contact persons.

The designated contact persons shall maintain reasonable communication regarding project progress, decisions and any circumstances that may affect the performance of the contract.

Where appropriate, SEED may confirm the agreed communication process, project organisation, responsibilities and designated contact persons in text form.

The customer warrants that it holds all rights and permissions necessary for the materials, content, data and other assets provided to SEED for use within the project.

The customer shall reasonably cooperate with SEED in performing the agreed services. This includes, in particular, providing required information, decisions, feedback, content, access credentials and other materials in a timely manner and in an appropriate, usable format.

If the customer becomes aware that information or materials supplied to SEED are incorrect, incomplete, ambiguous or unsuitable for the intended purpose, the customer shall inform SEED without undue delay.

Deadlines and delivery dates that depend on cooperation, feedback, approvals, materials or decisions by the customer shall be extended accordingly where such cooperation is delayed.

The scope and nature of the services to be provided by SEED are determined by the respective offer, proposal, statement of work or other individual agreement.

Unless otherwise agreed, SEED is not obliged to provide drafts, working files, editable design source files, development environments, internal documentation or other intermediate materials used in creating the agreed final deliverables.

Unless expressly agreed otherwise, SEED does not guarantee that ideas, concepts, designs, names, technical solutions or other deliverables are capable of registration or protection as intellectual property rights.

If the customer requests changes to the agreed scope of services, SEED may assess the impact of such changes on costs, timing and project organisation.

Additional work resulting from such changes may be charged separately. Where appropriate, SEED will provide an estimate or other indication of the expected additional effort before implementation.

If SEED considers a change to the agreed scope necessary for proper project implementation, SEED will inform the customer and, where relevant, provide a proposal concerning the resulting changes to scope, schedule and costs. Until such changes are agreed, the previously agreed scope remains applicable.

SEED shall not be responsible for delays caused by circumstances within the customer's sphere of responsibility, including delayed feedback, approvals, access, content or materials.

The same applies to delays caused by events beyond SEED's reasonable control, including force majeure, widespread telecommunications or infrastructure failures, governmental measures or comparable events.

Affected deadlines shall be extended by the duration of the impediment plus a reasonable period for resuming the work.

SEED is entitled to engage qualified employees, freelancers, subcontractors and specialist service providers for the performance of the agreed services. SEED remains responsible to the customer for the proper performance of its contractual obligations.

Where agreed, SEED may provide services on a white-label basis, including services performed under the customer's brand, as part of the customer's team, or for an end client of the customer.

Unless otherwise expressly agreed, the contractual relationship exists exclusively between SEED and the customer. An end client or other third party for whose benefit the services are ultimately

The customer remains responsible for communicating the end client's requirements, decisions, approvals and feedback to SEED and for ensuring that such information is accurate and complete.

Direct communication between SEED and the end client may take place where agreed with the customer. Such communication does not establish a separate contractual relationship between SEED and the end client unless expressly agreed otherwise.

The customer is responsible for ensuring that instructions, materials, content and other information supplied by an end client may lawfully be provided to and used by SEED for the agreed services.

Where services are provided on a white-label basis, SEED shall respect the agreed level of confidentiality and brand representation. SEED will not identify itself publicly as the service provider where the nature of the white-label arrangement requires SEED's involvement to remain undisclosed.

Any obligation to credit SEED, as described in Section 7, shall not apply to white-label services unless expressly agreed otherwise.

SEED will not publicly present a white-label project as its own work or identify the relevant end client without the customer's prior consent where doing so would disclose SEED's involvement in a confidential white-label relationship.

This does not prevent the parties from separately agreeing that SEED may use the work, anonymised information about the project, or the project itself for portfolio, award or self-promotional purposes.

Where the agreed services constitute work requiring acceptance, SEED may request acceptance of completed deliverables or independently assessable project stages.

Changes requested after acceptance or approval of a deliverable may constitute a change to the agreed scope and may therefore be subject to additional charges.

The customer may not refuse acceptance due to immaterial defects.

Where SEED requests acceptance after completion and sets the customer a reasonable deadline for acceptance, the work shall be deemed accepted if the customer does not refuse acceptance within that period while identifying at least one defect.

The statutory provisions concerning acceptance, in particular § 640 BGB, remain unaffected.

Unless otherwise agreed in the individual contract, upon full payment of the agreed remuneration SEED grants the customer the rights of use necessary for the contractually agreed purpose.

The precise scope of the rights of use — including exclusivity, territory, duration, media and permitted forms of use — is determined by the individual agreement and the contractual purpose.

Use of SEED's work beyond the agreed contractual purpose or scope requires a separate agreement where additional rights are required.

The transfer of rights of use to third parties or the granting of sublicences is permitted where expressly agreed or where reasonably required by the contractual purpose.

In white-label projects, the agreed contractual purpose may include the transfer or sublicensing of the necessary rights to the customer's end client.

Unless otherwise agreed, the customer is not entitled to modify or edit software applications or other technical components created by SEED, including, for example, HTML templates and CSS, except where such modifications are necessary for the contractually agreed use of the deliverables.

This does not restrict the customer's right to make editorial changes, including updating content or adjusting the content structure of a website.

The statutory provisions concerning computer programs, including §§ 69a et seq. UrhG, remain unaffected.

Where reasonably possible and appropriate, the customer is requested to credit SEED for the design and/or development of the completed work, preferably with a link to the SEED Studio website.

Any mandatory credit requirement must be expressly agreed in the individual contract.

This provision does not apply to white-label services where attribution would conflict with the agreed white-label arrangement.

Deliverables may include third-party components such as fonts, stock assets, software libraries, plugins, themes, APIs or other licensed materials.

Such components remain subject to the respective third-party licence terms. Unless otherwise agreed, the customer is responsible for maintaining any licences, subscriptions or accounts required for continued use after project handover.

Where a fixed fee has been agreed, SEED may invoice reasonable partial payments corresponding to completed project stages or milestones.

SEED may require an advance payment or deposit where this has been specified in the offer or otherwise agreed with the customer.

Where services are charged based on time spent, the rates agreed between the parties shall apply. Unless otherwise agreed, such services may be invoiced monthly.

Where services are calculated in person-days, one person-day corresponds to eight working hours unless otherwise agreed.

All prices and remuneration are stated exclusive of statutory VAT unless expressly indicated otherwise.

The customer shall reimburse SEED for reasonable expenses, allowances and travel expenses incurred in connection with the performance of the agreed services. Such expenses shall be invoiced at cost.

Unless otherwise agreed in the respective offer or individual agreement, these expenses will be invoiced at cost, with a mileage reimbursement rate of 0.30 EUR per kilometer.

SEED is entitled to invoice services upon completion of the relevant service, milestone or billing period.

If completion is delayed due to circumstances attributable to the customer — including delayed approvals, feedback, content, scheduling or a requested postponement of launch — SEED may invoice services already performed notwithstanding the delay.

Unless otherwise agreed, invoices are due without deduction within 14 days of the invoice date.

Statutory provisions concerning late payment and default apply.

Where SEED provides services to the customer's end client as part of a white-label arrangement, the customer's payment obligations towards SEED are independent of whether or when the customer receives payment from its end client, unless expressly agreed otherwise.

If the agreed deliverable is defective, the customer shall first give SEED a reasonable opportunity to remedy the defect.

SEED may, where legally permissible and appropriate, choose the form of subsequent performance.

If subsequent performance fails or is unreasonable, the customer retains the rights available under applicable law.

Unless otherwise agreed, the limitation period for claims arising from defects shall be 6 (six) months from the date of acceptance.

This limitation shall not apply to claims arising from intent or gross negligence, fraudulent concealment of a defect, injury to life, body or health, or in any other case where the applicable statutory limitation period cannot legally be shortened.

SEED shall be liable without limitation for intent and gross negligence, for injury to life, body or health, and in other cases where liability cannot legally be excluded or limited.

In cases of ordinary negligence, SEED shall only be liable for breach of a material contractual obligation, meaning an obligation whose fulfilment is essential to the proper performance of the contract and on whose fulfilment the customer may regularly rely.

In such cases, liability shall be limited to the damage that was foreseeable and typical for this type of contract at the time the contract was concluded.

The above limitations of liability also apply in favour of SEED's employees, representatives, freelancers, subcontractors and other agents.

SEED is not responsible for the legal compliance of the customer's or an end client's business model, content, claims, products or services unless the relevant legal review has expressly been agreed as part of SEED's services.

This includes, in particular, legal assessments relating to competition law, copyright, trademark law, data protection, accessibility requirements or other regulatory obligations.

Unless expressly included in the agreed scope of services, SEED does not provide legal advice. Recommendations concerning accessibility, data protection, cookies, legal notices or similar matters do not constitute legal advice and do not replace review by a qualified legal professional.

SEED is not responsible for content, materials, information or instructions supplied by the customer or, in a white-label project, by the customer's end client.

SEED is not obliged to independently review such materials for legal compliance unless such review has expressly been agreed.

If SEED faces third-party claims, liability or legal proceedings arising from materials, content or information provided by the customer or on the customer's behalf, the customer shall indemnify and hold SEED harmless to the extent that the customer is responsible for the underlying infringement.

This indemnification applies in particular to infringements of intellectual property rights, including trademarks, designs, copyrights and related rights, as well as third-party name and personality rights.

The indemnification obligation includes compensation for damages, liabilities and reasonable costs incurred by SEED in connection with such claims, including reasonable legal defence costs and attorneys' fees.

To the extent that SEED supplies physical goods or other deliverables to which retention of title can legally apply, ownership shall remain with SEED until all outstanding claims arising from the business relationship with the customer have been settled in full.

If any third party takes enforcement action against goods or deliverables subject to retention of title, the customer shall promptly notify SEED and provide the information reasonably necessary to protect SEED's ownership rights.

Unless the customer has a legitimate confidentiality interest or expressly objects before publication, SEED may identify the customer as a reference client and display completed and publicly released work, or reasonable excerpts from it, in SEED's portfolio, website, social media channels, presentations, award submissions and other self-promotional materials.

Confidential information and materials not released to the public shall not be disclosed without the customer's consent.

For white-label projects, Section 5.7 takes precedence. SEED shall not disclose a confidential white-label relationship or identify the end client without the customer's prior consent.

SEED processes personal data in accordance with applicable data protection law, including the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

Personal data relating to the contractual relationship may be processed to the extent necessary for contract preparation and performance, project administration, communication, invoicing, documentation and compliance with legal obligations.

SEED shall retain personal data only for as long as necessary for the purposes for which it was collected or processed. Once these purposes no longer apply, the data shall be deleted unless further retention is required by law or justified by another applicable legal basis.

Where necessary for the performance of the contract or compliance with legal obligations, personal data may be disclosed to service providers, professional advisers, subcontractors or other authorised recipients in accordance with applicable data protection law.

Under these Terms, SEED does not undertake to process personal data on behalf of the customer as a processor within the meaning of Art. 28 GDPR.

The customer shall not provide SEED with personal data for processing on the customer's behalf unless the parties have expressly agreed on the nature and legal framework of such processing in advance.

Both parties shall treat as confidential all non-public commercial, technical, financial and organisational information received from the other party in connection with the contractual relationship and identified as confidential or which, by its nature or the circumstances of its disclosure, should reasonably be understood to be confidential.

Confidential information may only be used for the purpose of performing the respective contract and may only be disclosed to employees, freelancers, subcontractors, professional advisers or other persons who require access for that purpose and are subject to appropriate confidentiality obligations.

In white-label projects, confidential information may include the existence of SEED's involvement, the identity of the end client, internal project arrangements, pricing, processes and the nature of the relationship between SEED, the customer and the end client.

The confidentiality obligation does not apply to information that:

(a) is or becomes publicly available without breach of this agreement;
(b) was lawfully known to the receiving party before disclosure;
(c) was lawfully obtained from a third party without a confidentiality obligation;
(d) was independently developed without use of the confidential information; or
(e) must be disclosed by law, court order or a competent authority.

Unless otherwise agreed, the place of performance is the registered office of SEED Studio UG (haftungsbeschränkt) in Stuttgart, Germany.

If the customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, Stuttgart shall be the exclusive place of jurisdiction for disputes arising from or in connection with the contractual relationship.

SEED remains entitled to bring proceedings at any other legally permissible place of jurisdiction.

Amendments and additions to the individual contract should be made in text form unless a stricter form is required by law.

Individual agreements between the parties take precedence over these Terms & Conditions.

The contractual relationship shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

If any provision of these Terms & Conditions is or becomes wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.

The applicable statutory provisions shall apply in place of the invalid or unenforceable provision.