Terms of Service

These terms (Allgemeine Geschäftsbedingungen, AGB) apply to services of T-Matrix GmbH, Plankensteinweg 36, 85435 Erding, Germany ("T-Matrix", "we"). Our products HyperSale and Stellwerk are covered by the Product terms. [to be added: binding German version]

Scope

• We work with businesses (entrepreneurs under § 14 BGB), legal entities under public law and special funds under public law. We do not offer services to consumers.
• Your own terms apply only if we agree to them in writing.
• An individual agreement (offer, order confirmation, statement of work) takes priority over these terms.

Offer and contract

• Prices on our website are "from" prices: the real minimum for the smallest typical scope.
• After a call or a written brief you receive a fixed quote with scope, price and timeline.
• The contract is concluded when you accept our offer in writing or by e-mail, or when we confirm your order.

Ways of working

The offer states which of these models applies:

• Fixed price: an agreed scope for an agreed price. Changes to the scope are agreed in writing and may change price and timeline.
• Time and materials: billed by the time actually spent at the agreed rates, with regular reports.
• Monthly retainer: an agreed volume of work or service each month, for example marketing or maintenance.
• Dedicated team: people who work for you for an agreed period.

Your part

• You provide the information, content, access and decisions we need, on time.
• You confirm that you hold the rights to everything you provide (texts, images, logos, data) and the consent of every person whose name, face or voice you provide for production.
• You name a contact person who can take decisions.
• Delays caused by missing input extend our deadlines accordingly.

Delivery and acceptance

Where the service is a work (Werkvertrag), you check the result and confirm acceptance within [to be added: number of days] after delivery, or tell us which defects prevent acceptance. Minor defects do not prevent acceptance. Using the result in live operation counts as acceptance.

Prices and payment

• All prices are net, plus statutory VAT (excl. VAT).
• Payment terms: [to be added: e.g. deposit, milestones, payment period]
• Monthly services are invoiced in advance at the start of each month unless agreed otherwise.
• Costs of third parties (licences, hosting, paid tools, media budgets) are passed on only as agreed in the offer.

Rights of use

After full payment you receive the rights of use agreed in the offer. Unless agreed otherwise: a non-exclusive, transferable right, unlimited in time and place, to use the delivered results for the agreed purpose. [to be checked by a lawyer] Open-source components remain under their licences. Our general know-how, tools and reusable components stay ours.

AI and labelling

We use AI tools in our work and check the results before delivery. How we do this is described on AI transparency.

AI-generated or AI-modified content delivered by T-Matrix carries a label in accordance with Article 50 of the EU AI Act and, once we have signed it, the EU Code of Practice on transparency of AI-generated content. You shall not remove, crop, cover or alter this label or any machine-readable marking when publishing or passing on the content.

The rules of our Acceptable Use Policy are part of every contract.

Confidentiality and data

• Both sides keep confidential information of the other side confidential, also after the contract ends.
• If we process personal data on your behalf, we conclude a data processing agreement under Article 28 GDPR before we start.
• We may name you as a client and show the work only with your consent.

Liability

We are liable without limitation for intent and gross negligence, for injury to life, body or health, and under the Product Liability Act. For slight negligence we are liable only for the breach of essential contractual obligations, and only for the foreseeable damage typical for the contract. [to be checked by a lawyer: caps and details]

Term and termination

Project contracts end when the agreed scope is delivered. Monthly services run for the agreed minimum term and can then be terminated with [to be added: notice period]. The right to terminate for good cause remains unaffected.

Law and jurisdiction

• German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
• Place of jurisdiction: [to be added]
• If a clause is invalid, the rest of these terms remains valid.