LEGAL / #03
TERMS & CONDITIONS
1. Scope and Clientele
These General Terms and Conditions (GTC) apply to all services provided by Torben Glamm, Hamburg, Germany (hereinafter "Provider") to clients (hereinafter "Client"). All services are directed exclusively at entrepreneurs, companies, freelancers, and legal entities acting within the scope of their commercial or independent professional activity (§ 14 BGB). Contracts with consumers (§ 13 BGB) are expressly excluded. Deviating terms of the Client do not apply unless expressly agreed in writing.
2. Services
The Provider offers consulting, design, and development services in the areas of: — AI system development & automation — Web app development (Base44 / no-code / custom) — Digital strategy & growth consulting — Workation & retreat facilitation (Maison du Soleil) All services are initiated via a free, non-binding initial consultation call ("Discovery Call"). The contractual scope is defined in a separate written project agreement or statement of work. The Provider is entitled to engage subcontractors.
3. Offers and Contract Conclusion
Offers from the Provider are non-binding unless explicitly marked as binding. A contract is concluded upon written confirmation by the Provider (email is sufficient) or upon commencement of the service. The initial consultation call does not constitute a contract and creates no payment obligation.
4. Fees and Payment
Fees are agreed individually per project. All prices are net plus applicable statutory VAT (currently 19% in Germany). Unless otherwise agreed, invoices are due within 14 days of the invoice date without deduction. For projects exceeding €1,000 net, the Provider may require a deposit of up to 50% upon contract conclusion. In case of payment default, statutory default interest applies (§ 288 Abs. 2 BGB: 9 percentage points above the base rate for B2B transactions). The Provider reserves the right to suspend services during payment default.
5. Cooperation Obligations
The Client is obligated to provide the Provider with all information, access, and materials necessary for the execution of the project in a timely manner. The Client shall designate a responsible contact person. Delays caused by late delivery of materials, late feedback, or unavailability of the Client's contact person are not the responsibility of the Provider and do not affect the invoicing of agreed milestones.
6. Rights of Use
Upon full payment, the Client receives a simple, non-exclusive, non-transferable right of use to the deliverables for the agreed purpose and within the agreed territory. The Provider retains the right to reference the Client's name, logo, and non-confidential project outcomes for portfolio and marketing purposes unless the Client objects in writing within 30 days of project completion.
7. Liability
The Provider's liability is limited to intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit). Liability for slightly negligent breaches of non-essential contractual obligations, as well as liability for loss of profit, consequential damages, or indirect damages, is excluded. The Provider is not liable for the availability, performance, security, or content of third-party services (APIs, hosting providers, AI models, SaaS tools) used within the project scope. The Client is responsible for backing up their own data. The above limitations do not apply to liability for injury to life, body, or health.
8. Confidentiality
Both parties undertake to treat confidential information of the other party with strict confidence and not to disclose it to third parties without prior written consent. Confidential information includes all business, technical, and financial information not publicly available. This obligation survives termination of the contract for a period of 3 years.
9. No Right of Withdrawal
As all services are provided exclusively to business clients (B2B), the statutory consumer right of withdrawal (§§ 312g, 355 BGB) does not apply. See the separate "Withdrawal / B2B Note" page for details.
10. Applicable Law and Jurisdiction
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC and individual contracts is Hamburg, Germany.
11. Force Majeure
Neither party shall be liable for failure or delay in performance caused by circumstances beyond their reasonable control, including but not limited to: acts of God, war, pandemics, strikes, government actions, or failure of third-party infrastructure (including cloud services, APIs, or AI model providers). The affected party shall notify the other party without undue delay. If the situation persists for more than 30 days, either party may terminate the affected contract in writing without penalty for the force majeure period.
12. Duty to Inspect and Give Notice of Defects (§ 377 HGB)
Where the Client is a merchant (Kaufmann) within the meaning of the German Commercial Code (HGB), the Client is obligated to inspect deliverables promptly upon receipt and to notify the Provider in writing of any obvious defects without undue delay — and no later than 7 business days after delivery. Defects discovered later must be reported immediately upon discovery. Failure to provide timely notice constitutes acceptance of the deliverable as conforming to the contract.
13. Amendments to These GTC
The Provider reserves the right to amend these GTC at any time. Clients will be notified of changes via email or via a notice on this website. Changes take effect 30 days after notification unless the Client objects in writing within that period. For ongoing contracts, the GTC applicable at the time of contract conclusion shall apply unless both parties agree to the updated version in writing.
14. Severability Clause
Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the legally permissible provision that most closely reflects the economic intent of the original.