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General terms and conditions for products, services and maintenance.

General
mld digits (represented by mld digits gmbh, Landsberger Str. 434, 81241 Munich, Germany) is a hard-hitting, agile company offering next-level marketing production. Our passion is the digitization of new marketing content. From digital media projects focusing on product staging via AR/VR and interactive real-time application to photo-realistic configurators and simulations. The following conditions stipulate the acceptance, adjustment and delivery of all mld digits products to all clients. A client is anyone that has commissioned mld digits to deliver a product.

Products and maintenance
mld digits products include applications (“apps”), support and upkeep (“maintenance”):

  1. App: an app is an application or package of applications delivered based on the requirements made available by the client. The app is based on one or more mld digits services and is adapted to requirements agreed with the client in advance. It is delivered digitally via an agreed delivery system.
  2. Maintenance: When agreed with the client, mld digits maintains all delivered apps or services for a defined time period. Otherwise, the app shall remain in the same condition as it was in when delivered and a function guarantee shall only apply to the software and hardware versions established at that time.

Scope of performance

  1. The nature and scope of the products and services to be delivered to the client is outlined in the written quote from mld digits. The quote is created by mld digits based on functional and technical specifications made available by the client. These specifications must be complete and free from error.
  2. If the client requires additional products or changes to the existing scope of services, these must be listed in a new quote, which should be signed by the client in order to commission mld digits to carry out this new or changed scope of performance.
  3. mld digits will not deliver any commissioned or agreed services or products if there is no approval from the authorities or if such is withdrawn e.g. approvals for drone flights. mld digits cannot be held liable for damages caused by delays to the delivery of such a commissioned product or service. mld digits shall cancel all affected products and services and refund any payments already made.
  4. Requirements: the quote lists all requirements that the client must fulfil in order to allow mld digits to deliver the scope of performance agreed. The requirements may contain deadlines. mld digits is not obliged to deliver the commissioned scope of performance if the client does not fulfil the requirements by the deadlines.
  5. Milestones, delivery dates: milestones and delivery dates are set by mld digits after the client’s commission. If the client causes a delay regarding the fulfilment of requirements, mld digits reserves the right to change milestones and delivery dates.

Production

  1. mld digits shall begin production after receiving the materials described in the requirements.
  2. mld digits shall make production results available for the purpose of client feedback as early as possible.
  3. The production also includes preparation for the approval and publishing of the apps and services encompassing the creation of specific texts and graphic posts for use in the App Store.

Review, approval & publishing

  1. After production finishes, the product shall be tested by mld digits and discussed with the client by way of a review. After the client has granted their approval, the apps and services may be published on behalf of the client or saved to the agreed devices unless otherwise agreed.
  2. The client shall be the legal partner of the relevant app store in which the apps are published. mld digits shall make the necessary agreements with the app store operator in the client’s name. The client is obliged to reimburse mld digits for all costs incurred in relation to publishing the app in the app store. mld digits shall inform the client of such costs in advance and wait for the client’s approval before invoicing these costs.
  3. All deliverables not intended for publication in an app store shall be published in the way agreed with the client.
  4. The client is obliged to approve all products delivered by mld digits within 10 working days (“inspection period”) in writing (email). If the client does not deem it possible to approve the delivered product(s), the client is obliged to provide mld digits with a detailed list of issues for clarification. This should include additions, changes, elements and/or content to be removed, errors to be rectified as well as outstanding issues to clarify in order to facilitate approval. If the inspection period passes without written approval or a list with issues to be resolved, the product shall be considered approved by mld digits and the development of any further products commissioned by the client shall be halted.

Support & maintenance

  1. Depending on the scope of performance, mld digits products encompass mobile applications compatible with Google Android or Apple iOS devices (and software) – hereafter referred to as “target platforms”. As these devices and software are constantly updated by the relevant provider, each mld digits app requires ongoing updates and upgrades in order to guarantee compatibility. mld digits offers comprehensive support and maintenance services to ensure that the apps continue to work on all agreed and/or new devices.
  2. mld digits requires 3 months to ensure compatibility with a new device or software brought out by the provider of the target platform.
  3. Third party software used in the project is not subject to any influence from mld digits and could, as a worst case scenario, result in the halting of functionality or production. The additional workload required for workarounds, fixes, alternatives and/or delays in production does not result in liability or a guarantee from mld digits, and is not included within the project quote. These problems should be communicated with the client immediately and dealt with upon consultation.

Payment conditions

  1. Invoices are issued by mld digits based on the signed quotes. All additional expenses are agreed with the client before these are invoiced.
  2. mld digits reserves the right to request a reasonable deposit based on justified grounds and regarding customer interests.
  3. Invoices are due and payable based on the deadlines stated in the invoice. The payment period applies from the date on which the invoice was issued.
  4. Payment should be made to mld digits via bank transfer.
  5. Discounts must be noted in the quote. The invoice sum must be transferred in full. The client is not permitted to make deductions (e.g. discounts).
  6. In the case of payment default, production shall be halted until payment has been received. Payment default may therefore have negative impacts on the agreed delivery dates.
  7. In the case of payment default, mld digits reserves the right to end the project without a refund. Statutory obligations shall be exercised for the consequences of non-payment.
  8. mld digits does not grant any reimbursements for delivered apps or services.
  9. License costs for third party software are requested and quoted at the time of the quote. The third party’s business model may change, so there is no price guarantee for the mld digits quote.

External suppliers, service providers

  1. mld digits reserves the right to commission third party suppliers if this proves necessary within the scope of performance.
  2. The supplier will not commission any subcontractors to complete the contract without written permission from mld digits.
  3. mld digits is obliged to strive to commission a national supplier for the production. mld digits is obliged to ensure that these third parties are obligated to uphold confidentiality.

Licensing and intellectual property

  1. The client reserves all property rights to the content delivered by mld digits. mld digits shall not exercise any right to the client’s intellectual property.
  2. mld digits shall not publish or make available any product source codes.
  3. mld digits (and our licensor) remains the sole owner of all rights, titles and interests for the services and apps. mld digits reserves all rights not expressly due according to the conditions in this document.
  4. mld digits reserves the right to use the client’s project and logo for reference purposes unless otherwise agreed in writing.

Use of products and services
Unless otherwise specified, each app or service delivered to the client encompasses an unlimited number of downloads and an unlimited number of users at no extra cost. Access to the app or service is agreed between the client and mld digits for the period of support and maintenance. The client is responsible for limiting access to the app or service.

Improper use
mld digits products may not be used as follows:

  • Copying, amending, hosting, granting sublicenses or selling on products; as an express exception, it is permitted to sell on the product to other customers as a service on behalf of the client unless otherwise agreed in writing
  • Tampering or attempts to tamper with the services outside the user interfaces provided and authorized by mld digits
  • Sharing content or behaving in any way that violates the rights of intellectual property – this encompasses copyright, moral law, trademark law, trade dress, patents, business secrets, unfair competition, right to privacy, public law and further rights of ownership
  • Reverse engineering, disassembling, hacking or cracking products
  • Attempts to deactivate, impair, destroy products or otherwise access products’ source code
  • Violating applicable law

Disclaimer, liability
mld digits expressly rejects any liability for actions resulting from the use of mld digits apps or services by the client. Any conditions of licensing or use issued by third party software providers that are integrated into an app or service are transferred to the client 1:1. Relevant third party terms and conditions shall be passed on to the client.

The client is permitted to use products at their own risk. The client is solely responsible for any resulting damages, including:

  • Those resulting from loss of use, loss of data, loss of profits, whether intentional or not
  • Those based on liability theory, including contractual or guarantee violation, negligence or other tort
  • Those resulting from any other claim or in connection to the client’s use or accessing of the apps or services

Force majeure
mld digits shall not be held liable for non-fulfilment excepting payment obligations exclusively based on force majeure:

  • Death
  • Natural disasters (such as fire, explosions, earthquakes etc.)
  • Delays in the delivery of materials
  • Embargos
  • Official decrees
  • Activities of civil or military authorities
  • Activities of freight carriers, emergency situations (including weather conditions) incompatible with safety or good quality and processing or
  • Other similar unforeseeable situations that make it difficult or impossible for mld digits to provide its services

In the case of a force majeure occurrence, the party affected by the other party’s inability to perform shall consider the following legal means: (a) ending this agreement in part or in full or (b) pausing the agreement for the duration of the force majeure in part or in full. mld digits shall cooperate and support the affected party within reason in order to minimize the consequences of the force majeure incident. If necessary, this may encompass commissioning alternative performance.

Termination

  1. mld digits is permitted to terminate the agreement without notice if the client does not address issues on their side within a reasonable timeframe if the client does not uphold their obligations in relation to the following:
  • If the communicated information or specifications are lacking, unsuitable or incomplete (missing material).
  • If requested changes incur additional expenses not foreseen in the budget and the client refuses to cover these sums.

2. The client is obliged to reimburse any costs incurred by mld digits through the termination. The partial performance outlined in the agreement can be provided up until the contract’s official termination. This partial performance must be accepted and paid for by the client.

Place of fulfilment

  1. The law of the Federal Republic of Germany applies; the UN Sales Convention is excluded.
  2. Unless otherwise specified in the quote issued by mld digits, the place of fulfilment is the headquarters of mld digits.

Munich, 03.25.2019