Terms and conditions

§ 1 Scope

(1) These general terms and conditions (T&C) apply to all contracts between MAD MIRROR STUDIOS GbR, Zentgrafenstraße 93, 34130 Kassel, Germany, which provides these services under the name VORTAIL SYSTEMS ("we"), and its clients for services in websites and web applications, apps, custom software, AI solutions and automation, digitalisation and process optimisation, hosting, operation, maintenance and further development, and related consulting.

(2) Our services are aimed exclusively at businesses within the meaning of § 14 BGB (German Civil Code), legal entities under public law and special funds under public law. We do not enter into contracts under these T&C with consumers within the meaning of § 13 BGB.

(3) These T&C apply exclusively. Deviating or additional terms of the client only become part of the contract if we expressly agree to them in text form. This also applies if we perform services knowing of such terms.

(4) In an ongoing business relationship, these T&C in the version valid at the time of contract also apply to follow-up orders without us having to refer to them again.

(5) Individual agreements take precedence over these T&C (§ 305b BGB). In the event of contradictions, this order applies: individual contract or order confirmation, offer with service description, an agreed data processing agreement for its subject matter, these T&C, statutory provisions.

(6) For software, plugins and digital content that we offer for sale as finished products in a shop, the license terms shown there apply instead of these T&C.

(7) Where our partner studio MAD MIRROR STUDIOS provides services (such as film, photo, branding, social media or marketing), its own terms apply to them unless the offer provides otherwise.

§ 2 Offers and conclusion of contract

(1) The content of our website, in particular service descriptions, prices, demos and the results of the project configurator, is non-binding and not an offer in the legal sense. It serves as orientation and to prepare an individual offer.

(2) Our offers are valid for 30 days from their date unless they state otherwise.

(3) The contract is concluded when the client accepts our offer in text form (for example by email or digital signature) or when we confirm the client's order in text form. If we start work before acceptance at the client's request, the contract is concluded at the latest when work begins, on the terms of our offer.

(4) Changes and additions to the contract should be recorded in text form.

§ 3 Services

(1) The type and scope of our services follow from the offer and its service description, usually based on joint scoping. Services not named there, such as creating or translating content, data migrations, additional platforms, language versions or interfaces, are paid for separately by the client.

(2) For projects with an agreed result, such as a website, an app, software, an interface or an automation, we owe the agreed work. For consulting, workshops, concept work, support and development or support billed by time, we owe the careful performance of the agreed activity, not a particular result.

(3) If we work iteratively, for example in sprints with regular demos, we specify the services together during the project. What is recorded in text form, such as in tickets, the backlog or minutes, is then decisive.

(4) We provide the agreed services in line with the current state of the art and the recognised rules of software development. The choice of technical means, such as programming languages, frameworks and services, is ours unless agreed otherwise. We develop websites and web applications for the versions of common browsers current at acceptance, and apps for the agreed operating system versions.

(5) We do not guarantee any particular rankings in search engines or AI answers, visitor numbers, conversion rates, savings, revenue or the approval of an app by app stores unless we have expressly given such a guarantee. Platforms such as Google, Apple or providers of AI models change their rules and systems independently; we have no influence on this.

(6) We may engage qualified third parties, such as freelance developers, designers or service providers. We are responsible to the client for them as for our own conduct.

§ 4 Change requests

(1) If the client wants changes or additions to the agreed services (change requests), we assess how they affect effort, price and schedule and tell the client. The change becomes binding once both sides agree it in text form. Until then we continue to work on the basis of the existing agreement.

(2) We may charge the effort of assessing extensive change requests at the agreed rates if we point this out in advance.

§ 5 Client's cooperation

(1) The client provides us in good time, completely and in suitable form with all information, content and materials needed for the services (such as texts, images, logos, data and brand guidelines), access (such as to domains, hosting, developer accounts, interfaces and test systems) and contact persons. The client takes part in agreed meetings and demos and gives approvals and feedback within five working days unless agreed otherwise.

(2) The client warrants that it holds the necessary rights to the content and data it provides and that processing them within the order does not infringe third-party rights or statutory provisions. It indemnifies us against third-party claims based on a culpable breach of this obligation, including reasonable costs of legal defence.

(3) The client checks the legal admissibility of its offering and content on its own responsibility, as well as the legal texts of its website or app (such as legal notice, privacy policy, cookie notices and terms) and whether obligations such as accessibility under the German Accessibility Strengthening Act (BFSG) apply to it. We do not owe legal advice; we point out legal concerns we notice. We owe a particular level of accessibility, for example under WCAG, if it is agreed.

(4) Accounts with third parties, such as for domains, hosting, cloud services, app stores, payment providers, interfaces and AI models, are held in the client's name and at its cost unless agreed otherwise. The client grants us the necessary access or roles; we treat access data confidentially and return access when the contract ends.

(5) For development and testing, the client provides test data without personal reference where possible. If we have to work with personal data, § 17(2) applies.

(6) If the services are delayed because the client does not cooperate, or does so late or incompletely, agreed dates are postponed appropriately. We may charge the resulting extra effort, such as waiting time or replanning, at the agreed rates. Our rights under §§ 642, 643 BGB remain unaffected.

§ 6 Fees and payment

(1) The prices in the offer apply. All prices are in euros plus statutory VAT where applicable. For clients based in another EU member state, we invoice without German VAT under the reverse-charge procedure where the requirements are met; the client provides us with its valid VAT identification number for this.

(2) A fixed price applies to the scope of services described in the offer; changes under § 4 may change it. We charge services billed by time at the agreed hourly or daily rates. Estimates are non-binding; if it becomes apparent that an estimate will be exceeded by more than 15 %, we say so in good time.

(3) Costs of third-party services, such as domains, hosting, cloud services, licenses, paid plugins, fonts, stock material, app store fees and the use of AI models, are only included in the price if the offer names them. Otherwise the client bears them, usually directly through its own accounts; if we advance them by agreement, we invoice them separately.

(4) The offer sets the payment plan; for longer projects we agree instalments by milestones. If the offer contains no payment plan, we invoice 50 % of the net fee on conclusion of the contract and the rest on acceptance; instalments according to progress (§ 632a BGB) remain possible. We invoice ongoing services such as hosting, maintenance and support monthly in advance, and services billed by time monthly in arrears.

(5) Invoices are payable without deduction within 14 days of the invoice date. In the event of late payment, the statutory rules apply, in particular default interest of nine percentage points above the base rate and the lump sum under § 288(5) BGB.

(6) If the client is in default with due payments, we may withhold further services under the same contract until payment. We only interrupt the operation of hosted systems for this reason after notice in text form of at least two weeks.

(7) The client may only set off undisputed or legally established claims against our claims; this does not apply to counterclaims for defects or partial non-performance under the same contract. The client may only assert a right of retention for claims arising from the same contractual relationship.

§ 7 Acceptance

(1) Once a work is completed, we provide it for acceptance, for example on a test or preview environment. The client checks it within ten working days and declares acceptance or notifies us of specific, traceable defects in text form, ideally with a description of how they show. The client cannot refuse acceptance because of insignificant defects; we fix those under our liability for defects.

(2) The work is deemed accepted if, after completion, we have set the client a reasonable deadline for acceptance of at least ten working days and the client does not refuse acceptance within that deadline stating at least one defect (§ 640(2) BGB). If the client puts the work into productive use without first reporting defects, for example by publishing the website, releasing the app or using the software in day-to-day business, it is also deemed accepted.

(3) We may submit self-contained parts, such as milestones, modules or releases, for acceptance individually.

§ 8 Rights to work results and source code

(1) Upon full payment of the fee agreed in each case, the client receives the exclusive, transferable right, unlimited in time and territory, to use, reproduce, edit and further develop the software, website or app developed individually for it, including source code, design and documentation (custom development), also through third parties, unless the offer provides otherwise.

(2) We hand over the source code on acceptance and after full payment in a common format, usually as a Git repository. If we develop in a repository of the client, the code is already there.

(3) Excluded are components we developed independently of the order or use generally, such as our own libraries, modules, templates and tools, as well as our general know-how. The client receives a simple right to use them, unlimited in time, within the purpose of the contract, which it can transfer together with the custom development. We may continue to use these components and our know-how, but not confidential information or the client's custom development.

(4) §§ 9 and 10 apply to open source components and third-party services.

(5) Until full payment, we only permit use on a revocable basis.

(6) Drafts, concepts and variants that were not implemented are not part of the delivery; the rights to them remain with us unless agreed otherwise.

(7) Credit as developer, for example in the footer or legal notice of a website, is only owed if agreed.

§ 9 Open source components

(1) We use open source software in development, such as frameworks and libraries. The respective license terms (for example MIT, Apache 2.0 or GPL) apply to these components and take precedence over § 8 in that respect.

(2) We choose open source components so that their licenses permit the agreed use. We only use components under strong copyleft licenses that could oblige the client to disclose its own source code (such as GPL or AGPL) after consulting the client.

(3) On request, we name the essential open source components and their licenses to the client on delivery. If the client passes the software on to third parties, it complies with the obligations under these licenses, such as passing on license texts and notices.

§ 10 Third-party services and platforms

(1) Our work results often use third-party services, such as hosting, cloud services, content management systems, payment and email services, maps, interfaces, AI models and app stores. Their terms, prices, availability and features are set by the providers.

(2) We are not responsible for outages, changes, price increases or the discontinuation of third-party services and interfaces unless we are responsible for them. The client pays separately for adaptations to changed services unless they are part of an agreed maintenance.

(3) The operators of app stores decide on the publication of apps under their own rules. We support the client with the submission to the agreed extent; we cannot promise approval.

(4) If we conclude contracts with third parties in our own name for the client, for example for hosting through our account, we pass on the costs under § 6(3); the provider's terms apply accordingly in relation to the client.

§ 11 AI services

(1) If our services include the use of AI models, their outputs are probabilistic and may be incorrect, incomplete or biased. We design checks and controls to the agreed extent; responsibility for decisions based on AI outputs remains with the client.

(2) Third-party models used are subject to their terms of use. We only use them through interfaces where the client's data is not used to train the models, and conclude data processing agreements where required.

(3) If the client uses an AI system developed by us under its own name, it is usually the provider and deployer within the meaning of the AI Regulation (EU) 2024/1689 and responsible for the resulting obligations, such as transparency notices under Art. 50. We point out obligations we notice and support the client to the agreed extent.

(4) We also use AI tools in development, such as coding assistants. We review generated code like our own. We only enter the client's confidential documents, source code and personal data into tools that do not use this data for training and permit commercial use of the results. Purely AI-generated parts may not be protected by copyright under current law; we grant rights under § 8 to the extent they arise and belong to us, and otherwise permit use to the agreed extent.

§ 12 Hosting, maintenance and ongoing support

(1) We provide hosting, operation, maintenance, support and further development as ongoing services according to the service description in the offer, for example with updates, backups, monitoring and response times. Response and availability commitments are only binding if agreed there.

(2) If we host on third-party infrastructure, we owe its careful selection, setup and administration; § 10(2) applies to the availability of the infrastructure itself. We announce planned maintenance in good time.

(3) Where agreed, maintenance includes security and version updates of the systems we look after and fixing errors in our code. New features, major version changes of frameworks or third-party services and the consequences of changes by the client or third parties are paid for separately unless agreed otherwise.

(4) Contracts for ongoing services run for the minimum term stated in the offer. They then continue indefinitely and can be terminated by either side with one month's notice to the end of a month in text form. If no minimum term is agreed, this notice period applies from the start.

(5) Monthly allowances, such as hours, are to be used in the respective month. We only carry unused allowances over to the following month by agreement; there is no refund where we were ready to perform.

(6) When a contract for hosting or operation ends, we hand over data, source code and access to the client on request in a common format and support a migration to a reasonable extent, billed by time. We then delete the data unless there is a retention obligation.

§ 13 Deadlines and force majeure

(1) Delivery dates and deadlines are only binding if we have confirmed them as binding in text form. They are extended appropriately if the client does not cooperate in time, requests changes later or third-party services fail for which we are not responsible.

(2) In the event of force majeure, meaning events beyond our control such as natural events, epidemics, strikes, official orders or large-scale outages of third-party data centers, networks or platforms, the affected obligations of both sides are suspended for the duration of the disruption and a reasonable start-up period. If the disruption lasts longer than four weeks, either side may withdraw from the affected part of the contract; services already rendered and non-cancellable third-party costs are paid.

§ 14 Claims for defects

(1) For work services, the statutory rights for defects apply with the following provisos: we are first entitled and obliged to cure; at our choice we fix the defect, deliver anew or provide a workaround that is reasonable for the client. If cure fails, the client may reduce the price or withdraw under the statutory provisions. Damages are governed by § 15.

(2) The client reports defects in text form with a traceable description of how they show.

(3) Not a defect are deviations caused by changes made by the client or third parties, by changed third-party services, interfaces or systems, by browser or operating system versions released after acceptance, or by a usage environment that was not agreed.

(4) If a reported problem turns out not to be caused by our services, we may charge the effort for analysis and resolution at the agreed rates if the client could have recognised this with reasonable checking.

(5) Claims for defects become time-barred twelve months after acceptance. This does not apply in cases of intent, gross negligence, fraudulent concealment of a defect, a guarantee given, injury to life, body or health, or claims under the Product Liability Act; in these cases the statutory periods apply.

§ 15 Liability

(1) We are liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, under a guarantee given and under the Product Liability Act.

(2) For slightly negligent breaches of essential contractual obligations, we are only liable for the typical, foreseeable damage. Essential obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the client may regularly rely.

(3) Otherwise, our liability for slight negligence is excluded.

(4) These limitations also apply in favour of our partners, employees and vicarious agents.

(5) For the slightly negligent loss of data, we are only liable for the effort that would be needed to restore it from a proper backup made by the client, unless backups are part of our agreed services.

§ 16 Termination

(1) The client may terminate project contracts at any time until completion in text form. The client then pays for the services rendered up to termination and the costs demonstrably incurred, including obligations towards third parties that can no longer be cancelled. We hand over the work achieved by then after payment; § 8 applies accordingly.

(2) § 12(4) applies to ongoing services.

(3) The right of either side to terminate for good cause remains unaffected. Good cause exists for us in particular if the client is in default with more than two instalments or a not insignificant part of the fee, fails to fulfil essential cooperation obligations despite a deadline, or demands services from us that violate applicable law.

(4) Notices of termination must be given in text form.

§ 17 Confidentiality and data protection

(1) Both sides treat confidential information of the other side, in particular trade secrets, access data, unpublished source code and unreleased products, confidentially and only use it for the collaboration. This obligation continues after the contract ends. It does not apply to information that is or becomes generally known without breach of this obligation, that was already known to the other side or that must be disclosed due to legal or official obligations. Advisors bound to confidentiality may be informed.

(2) If we process personal data on behalf of the client, for example in hosting, maintenance, running an AI solution or testing with real data, we conclude a data processing agreement under Art. 28 GDPR for it. How we ourselves process personal data is explained in our privacy policy.

§ 18 References

(1) After coordinating with the client, we may show the project as a reference, for example with the client's name and logo, a description, screenshots and, for publicly accessible websites, a live view, on our website, on social media and in presentations.

(2) Before the client publishes them, we only show work results with the client's consent. We only name the client's figures with its consent; we do not show source code or confidential information.

(3) The client may object to use as a reference in text form on conclusion of the contract or later with effect for the future.

§ 19 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) If the client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, Kassel is the exclusive place of jurisdiction for all disputes arising from and in connection with the contract. We may also sue the client at its general place of jurisdiction.

(3) Text form, for example an email, is sufficient for declarations under these T&C, such as approvals, notices of defects and terminations.

(4) The German version of these T&C is authoritative; translations are for information only.

(5) If any provision of these T&C is wholly or partly invalid, the rest of the contract remains valid. The invalid provision is replaced by the statutory provision (§ 306(2) BGB).