Terms and Conditions (AGB)

Section 1 Scope of these terms

1. Hashfox GmbH (hereinafter Hashfox) provides its services exclusively on the basis of these terms and conditions. Hashfox provides all services in the field of software development in the widest sense, in particular custom software, interface and plugin development, concept and design development, the design and implementation of online shops including installation, configuration and customisation of shop systems (for example Shopware, Magento, Shopify), the introduction and operation of AI systems, and the provision, setup and operation of server and cloud infrastructure, subject to these general terms and conditions in the version valid at the time the respective contract is concluded. Differing, supplementary or conflicting terms of the customer that Hashfox does not expressly acknowledge are not binding on Hashfox, even if Hashfox does not expressly object to them. Differing terms require written form and are valid only after written acknowledgement by Hashfox.

2. These terms also apply to all future business relationships between Hashfox and the customer or its legal successor in the field of software development as described above, even where they are not expressly agreed again.

Section 2 Conclusion of contract

Offers are always subject to change. Orders are accepted by an order confirmation in text form (letter, fax or email) under the terms of these conditions. Special terms agreed verbally require confirmation in text form to become effective.

The presentation of Hashfox services in brochures, advertisements, on the internet and in mere product descriptions is subject to change and non-binding. Technical deviations from statements in presentations remain reserved where they are reasonable for the customer.

The right of termination under Section 648 of the German Civil Code (BGB) is excluded.

Section 3 Agreeing dates

Deadlines and dates are in principle to be recorded or confirmed in writing. The customer acknowledges the evidential value of a continuous email correspondence.

Section 4 Nature and scope of services

The scope of the services provided by Hashfox is determined exclusively and conclusively by the description of services set out in the contract documents under Section 2 no. 1, together with any subsequent contract amendments agreed in the required form.

Extensions, in particular add-ons, installations, implementations, parameterisation, additional documentation or manuals, briefings or training, form part of the obligations of Hashfox only where this has been expressly agreed.

Where Hashfox provides additional services free of charge, these may be discontinued at any time and without prior notice.

Section 5 Binding nature of an order

For a service order placed with Hashfox by the customer online, via an order form or by email enquiry, the customer is sent a confirmation by email. The customer is to print this confirmation, check its content for accuracy and then return it to Hashfox by post or fax, signed by hand and, where applicable, bearing the company stamp. On sending the signed order confirmation, the order becomes binding on the customer, meaning that the agreed price for our services is payable following acceptance.

Section 6 Remuneration, prices and payment terms

All prices and price statements are exclusive of statutory value added tax.

Where a lump-sum fee has been agreed, Hashfox may request instalment payments from the customer for self-contained parts of the service already rendered. This applies in particular where, under an agreed lump-sum fee, the contract documents under Section 2 no. 1 state the remuneration separately for individual parts of the service.

Where remuneration has been agreed on a time and materials basis, Hashfox is entitled to invoice monthly and to request payment from the customer for the parts of the service rendered.

Section 7 Changes to services

Requests by the customer for changes or additions are to be fulfilled by Hashfox only where they are technically feasible and technically and economically reasonable for Hashfox. It is for the customer to bring about the change to the contractual obligations by way of a contract amendment. Any additional effort required as a result of a change or addition to the services is to be remunerated to Hashfox. This also applies to any assessment going beyond a minor scope of whether and on what terms the change or addition is feasible, provided Hashfox has given written notice of this.

Section 8 Duties of cooperation

The success or failure of the cooperation also depends decisively on whether and to what extent the customer contributes to the delivery of the project within the limits of its capabilities. The customer therefore undertakes to support Hashfox actively and to the best of its ability in providing the services. In particular, the customer undertakes:

to provide Hashfox with any information, documents and materials required to perform the contract, in particular access credentials, for the purpose and for the duration of performing the contract;

to grant Hashfox and the personnel and vicarious agents it engages under this contract access to any systems and facilities covered by the contract, in particular hardware and software;

to work with sufficient and suitable personnel of its own in performing the contract and to provide the system prerequisites required to maintain or establish the smooth functioning of the systems;

to notify Hashfox of any errors, defects and malfunctions without undue delay;

to coordinate the dates and meetings required to perform the contract appropriately with Hashfox and, in cases of doubt, to consult Hashfox in good time;

to ensure regular, as a rule daily, sufficient and proper backup of its data;

to provide Hashfox with requested content and content elements (image, audio, text or similar) in a common, directly usable digital format;

to ensure for itself the legally compliant drafting of content such as the imprint, cancellation policy, privacy policy, general terms and conditions, product descriptions and other texts;

insofar as it submits to particular codes of conduct, in particular trust marks such as those of Trusted Shops GmbH, to ensure compliance with the rules of conduct and audit requirements itself, to the extent that these are not of a technical nature;

to instruct Hashfox in writing, thoroughly and comprehensively, regarding the services to be provided, at the latest upon conclusion of the contract.

The customer ensures that all duties of cooperation required for the provision of the agreed services are performed in good time, in full and free of charge for Hashfox.

If the customer fails to meet its duties of cooperation, any agreed periods are extended accordingly and reasonably. Further claims by Hashfox remain unaffected.

Section 9 Dates, deadlines and impediments to performance

Expected dates and deadlines for the provision of services or parts of services are based on the anticipated capacity of Hashfox and are non-binding unless agreed otherwise. Binding dates or deadlines for the provision of services or parts of services can only be agreed expressly, either in the contract documents under Section 2 no. 1 or subsequently by those employees or officers of Hashfox who hold statutory authority to represent it.

Where the cooperation of the customer is required for Hashfox to provide services or parts of services, binding deadlines or dates are extended by the period during which the customer has failed to meet that obligation despite being requested to do so.

In the event of delays resulting from

• changes to the customer's requirements,

• inadequate prerequisites at the customer's end (for example hardware or software deficiencies),

• problems with necessary third-party products or services for which Hashfox is not responsible,

• as well as other delays for which Hashfox is not responsible, in particular force majeure, opposing acts of authority, refusal of official permits, industrial action, sabotage and unforeseeable shortages of raw materials,

binding deadlines and dates for the provision of the services or parts of services are extended accordingly.

Section 10 Order process and guarantee arrangement

After receiving the signed order confirmation from the customer, Hashfox begins work and produces a corresponding draft within the agreed period. Websites are made available to the customer for review and acceptance. After reviewing the first draft, the customer has the right to request changes or improvements, or (where the first draft is entirely unsatisfactory) to request a second draft. Requests for changes going beyond this are invoiced for the additional effort incurred at the hourly rate of the current price list.

Section 11 Customer obligations and liability

The customer is obliged to check the material provided for graphic design for any existing copyright and reproduction rights and to obtain any permissions required for its use. Any claims arising from infringements of copyright and reproduction rights are borne in full by the customer. Images and scripts procured by Hashfox are excepted from this. Responsibility for any text content or other publications lies solely with the customer. The customer indemnifies Hashfox against all claims brought against it by third parties on account of conduct for which the customer bears responsibility or liability under the contract. The customer bears the costs of any legal proceedings.

Section 12 Due date of remuneration, acceptance

Remuneration falls due upon acceptance of the service rendered. Following acceptance by the customer, Hashfox issues a corresponding invoice, payable in full within 10 days of the invoice date.

Section 13 Payment terms

The agreed remuneration falls due in accordance with the price list valid at the time, individual offers submitted, or written special agreements reached, strictly net and without deductions within 10 days of the invoice date.

Section 14 Partial acceptance and overall acceptance

Where Hashfox has fully rendered contractually agreed parts of the service, it makes them available to the customer for review and partial acceptance. Partial acceptance requires a successful functional test, which the customer begins no later than five working days after Hashfox has made the partial service available.

Following a successful functional test, the customer is to declare partial acceptance without undue delay or to notify Hashfox of any defects identified in writing. The functional test is deemed to have been passed if the work meets the contractually agreed requirements in all material respects.

The customer is obliged to notify Hashfox in writing without undue delay if deviations from the contractually agreed requirements become apparent during the functional test.

If the customer does not declare partial acceptance without undue delay, Hashfox may set a period of four weeks for that declaration. Partial acceptance is deemed to have taken place if the customer does not specify the grounds for refusing it in writing within that period.

In the case of partial acceptance, the declaration of operational readiness is limited to the contractually agreed parts of the service, for example partial programs or individual modules.

Where partial acceptances have been carried out, overall acceptance requires only that the contractually compliant interaction of the individual parts be established.

Where Hashfox has fully rendered the contractually agreed service, it makes it available to the customer for review and overall acceptance. Overall acceptance requires a successful functional test, which the customer begins no later than five working days after Hashfox has made the service available in full.

Following a successful functional test, the customer is to declare overall acceptance without undue delay or to notify Hashfox of any defects identified in writing. The functional test is deemed to have been passed if the work meets the contractually agreed requirements in all material respects.

The customer is obliged to notify Hashfox in writing without undue delay if deviations from the contractually agreed requirements become apparent during the functional test.

If the customer does not declare overall acceptance without undue delay, Hashfox may set a period of four weeks for that declaration. Overall acceptance is deemed to have taken place if the customer does not specify the grounds for refusing it in writing within that period.

Section 15 Warranty, defects

Hashfox undertakes to carry out the order with the greatest possible care, and in particular to handle templates, documents, samples and similar items provided to us with care. In the event of defective performance, we undertake to remedy the defect free of charge at our own discretion. If the remedy fails (for example because it is impossible), the customer may not assert a claim for damages, except in cases of intent or gross negligence, but may only demand a reduction of the purchase price or, in the case of impossibility, rescission of the purchase contract. We point out that third-party programs used on the website (guest books, form mailers and similar) may contain undiscovered security risks. Hashfox is not liable for damage caused by defects in third-party programs.

Section 16 Limitations of liability

All further claims on whatever legal grounds are excluded, in particular claims for compensation for damage not arising in the service rendered itself, except in cases of intent or gross negligence. In all other respects, Hashfox is liable for breaches of ancillary obligations or for tort only in cases of intent or gross negligence.

Section 17 Reference

The customer agrees that Hashfox may name or describe the customer and the project to a reasonable extent for its own promotional purposes and may make corresponding reference statements. In particular, where Hashfox designs a web presence for the customer, the customer undertakes to permit a link to a Hashfox web presence both from the imprint of that presence and from its source code.

The customer further undertakes to support Hashfox as a reference in the marketing of its services to a reasonable extent.

Section 18 Granting of rights

Subject to any individual agreement to the contrary, and unless the purpose of the contract necessarily requires otherwise, all rights in the work results, that is in all works created through the activity of Hashfox under this contract, remain with Hashfox. Hashfox does, however, grant the customer a simple, non-transferable right of use in the work results, unlimited in place and time.

The transfer of rights of use takes effect only at the point of full payment of the remuneration by the customer. Until full payment, Hashfox nevertheless permits the customer provisional use, revocably. Hashfox may revoke the provisional granting of the right of use for the duration of the delay where the customer is in default with payment of the remuneration or part of it.

Section 19 Confidentiality and press statements

Documents handed over, and knowledge and experience communicated, to the other contracting party may be used exclusively for the purposes of this contract and may not be made accessible to third parties, unless they are intended by their nature to be made accessible to third parties or are already known to the third party. Auxiliary persons engaged to perform the contractual relationship, such as freelancers or subcontractors, are not third parties.

The contracting parties further agree to maintain confidentiality about the content of this contract and about the insights gained in performing it.

The confidentiality obligation continues to apply beyond the end of the contractual relationship.

If one contracting party so requests, the documents it has provided, such as strategy papers or briefing documents, are to be returned to it after the end of the contractual relationship, insofar as the other party cannot assert a legitimate interest in those documents.

Press statements, disclosures and similar in which one contracting party refers to the other are permitted only after prior written agreement, including by email.

Section 20 Place of jurisdiction and choice of law

The place of performance for all services is Niederkassel.

If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contractual relationship is Siegburg.

The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Section 21 Rejection of conflicting terms

The application of any terms of the contracting partner that conflict with or differ from our terms and conditions is hereby expressly rejected. They become part of the contract only if and to the extent that we have expressly consented to their application in writing.

This applies in particular to any prohibitions of assignment in the contracting partner's terms and conditions.

Section 22 Severability

Should any of these provisions be invalid, the validity of the remaining provisions is not affected. Invalid provisions are, as far as possible, to be replaced by valid provisions that largely achieve the intended economic purpose.