Terms and Conditions

Preamble

MAVENS GmbH (“MAVENS”, “we”) provides technology consulting, software engineering and digital product services. These General Terms and Conditions (“GTC”) govern all business relationships between MAVENS and our clients (“Client”, “you”) unless expressly agreed otherwise in writing.

§ 1: Scope of Application

1.1 These GTC apply to all offers, contracts and services provided by MAVENS GmbH, Gasstraße 12, 22761 Hamburg, Germany (Amtsgericht Hamburg, HRB 116890).

1.2 Deviating terms of the Client shall not apply unless MAVENS has expressly accepted them in writing.

1.3 These GTC also apply to all future transactions between the parties, even if not expressly agreed again.

§ 2: Services & Deliverables

2.1 The type, scope and schedule of services are defined in the respective project proposal (“Angebot”) or statement of work (“SOW”). MAVENS provides services with the care of a prudent businessperson.

2.2 Unless explicitly agreed as a fixed-price (“Festpreis”) engagement, services are rendered on a time-and-materials basis at the rates stated in the proposal.

2.3 Delivery dates are binding only if expressly confirmed in writing. Partial deliveries are permissible unless unreasonable for the Client.

§ 3: Quotations & Contract Formation

3.1 All proposals are non-binding unless marked as binding. A contract is formed upon written acceptance by both parties (including email).

3.2 Subsequent changes to the scope (“Change Requests”) require mutual written agreement and may result in adjusted timelines and fees.

§ 4: Prices & Payment

4.1 All prices are quoted in EUR, net of statutory VAT (currently 19 %). Travel expenses and third-party costs are invoiced separately unless included in a fixed price.

4.2 Invoices are due within 14 days of the invoice date without deduction, unless a different payment schedule is agreed in the proposal (e.g. milestone-based payments).

4.3 In the event of late payment, MAVENS is entitled to charge default interest at the statutory rate (§ 288 BGB). The right to claim further damages remains unaffected.

§ 5: Client Cooperation Obligations

5.1 The Client shall provide all information, data, access and approvals required for MAVENS to perform its services in a timely manner. Delays caused by late or incomplete cooperation may result in adjusted deadlines and additional costs.

5.2 The Client shall designate a competent contact person authorised to make binding project decisions.

§ 6: Intellectual Property & Licensing

6.1 Upon full payment of the agreed fees, MAVENS grants the Client an exclusive, transferable, worldwide licence to use the deliverables created specifically for the Client (“Custom Work”) for any purpose.

6.2 Pre-existing intellectual property of MAVENS (frameworks, libraries, tools, templates) that is incorporated into deliverables remains the property of MAVENS. The Client receives a non-exclusive, perpetual, royalty-free licence to use such components as part of the delivered solution.

6.3 Open-source components are subject to their respective licences. MAVENS will disclose material open-source dependencies upon request.

§ 7: Confidentiality

7.1 Each party undertakes to treat all confidential information of the other party as strictly confidential and to use it exclusively for the purpose of the contractual relationship. This obligation survives termination of the contract for a period of three (3) years.

7.2 Confidential information does not include information that is publicly available, was already known to the receiving party, was lawfully obtained from a third party, or must be disclosed by law.

§ 8: Liability

8.1 MAVENS is liable without limitation for damages arising from intentional misconduct or gross negligence, as well as for injury to life, body or health.

8.2 For slight negligence in the breach of a material contractual obligation (“Kardinalpflicht”), MAVENS' liability is limited to the foreseeable, typically occurring damage.

8.3 Liability for indirect, consequential or incidental damages (including lost profits) is excluded to the extent permitted by law.

§ 9: Term & Termination

9.1 Fixed-term engagements end upon completion of the agreed deliverables. Ongoing retainers may be terminated by either party with thirty (30) days' written notice to the end of a calendar month, unless a different notice period is agreed.

9.2 The right of either party to terminate for cause (“wichtiger Grund”) remains unaffected. Cause includes, but is not limited to, material breach that remains uncured for fourteen (14) days after written notice.

§ 10: Data Protection

10.1 Both parties comply with applicable data protection laws, in particular the EU General Data Protection Regulation (GDPR). Where MAVENS processes personal data on behalf of the Client, the parties shall enter into a data processing agreement (“AVV”) in accordance with Art. 28 GDPR.

10.2 Further details on how MAVENS handles personal data are set out in our Privacy Policy.

§ 11: Final Provisions

11.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

11.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is Hamburg, Germany, provided the Client is a merchant (“Kaufmann”), a legal entity under public law, or a special fund under public law.

11.3 Should any provision of these GTC be or become invalid, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to its economic purpose.