Scope
These terms apply to individually agreed product strategy, concept, UX/UI and brand design, web and software development, consulting and related services supplied by Roland Ferenc Malits, trading as Elvuno, a sole proprietor at Kreutzerstr. 72, 90439 Nuremberg, Germany.
They apply exclusively to business customers acting in a commercial or independent professional capacity. Individual proposals, specifications and agreements take precedence. Customer terms apply only when expressly accepted in text form.
Contract and services
A contract is formed when a proposal is accepted, an order is confirmed or the parties mutually begin the agreed work. Objectives, deliverables, fees, timing and acceptance criteria are defined in the relevant proposal.
Services, preliminary work and presentations not expressly agreed are not owed. Technical and design decisions within the agreed objective remain at the supplier’s reasonable discretion.
Customer cooperation
The customer provides content, access, data, contacts, decisions and approvals completely and on time. The customer confirms that supplied materials may lawfully be used.
Late or incomplete cooperation may move delivery dates. Additional effort may be charged after the resulting impact has been communicated.
Changes and additional work
Requests outside the agreed scope are treated as change requests. Their effect on deliverables, effort, fees and timing will be agreed before implementation. Until approval, the original scope remains controlling.
Third-party services and costs
Domains, hosting, app stores, platform fees, licences, fonts, stock material, payment providers and other third-party services are included only where expressly stated. The customer generally enters into third-party contracts and bears their ongoing charges.
Fees and payment
The agreed fee applies plus any legally due taxes. Payment stages, deposits and due dates are set out in the proposal and invoices.
Longer projects may be invoiced in reasonable stages reflecting progress. Undisputed amounts are payable without deduction within the agreed period.
Timing and impediments
Dates are binding only when expressly identified as such. Deadlines are reasonably extended by missing cooperation, later changes or unforeseeable events outside reasonable control.
Review and acceptance
Where a deliverable is capable of acceptance, completion will be notified. The customer reviews it within a reasonable period and either accepts it or identifies specific material defects. Minor defects do not prevent acceptance. Mandatory statutory rules remain unaffected.
Usage rights and handover
Once fully paid, the customer receives the usage rights specified in the proposal. Without a specific agreement, non-exclusive rights necessary for the agreed contractual purpose are granted.
Source code, editable design files, documentation and credentials are handed over only to the agreed extent. Pre-existing tools, libraries, methods, general components and know-how remain with their respective owners. Open-source and third-party materials remain subject to their licences.
Operation, maintenance and changes
Hosting, monitoring, maintenance, security updates, support and post-acceptance development are included only where expressly agreed. Changes made by the customer, third parties or platform providers may affect functionality and compatibility.
Portfolio references
The customer or project will be named publicly as a reference only where agreed or approved. Trade secrets and confidential information will not be published.
Defects
Defects must be documented clearly and a reasonable opportunity to remedy them must first be provided. Claims do not cover problems caused by unagreed environments, improper use or later intervention by the customer or third parties. Mandatory statutory rights remain unaffected.
Liability
Liability is unlimited for intent, gross negligence, injury to life, body or health, and where mandatory law requires it. For a slightly negligent breach of an essential contractual duty, liability is limited to the typical and foreseeable loss.
The customer remains responsible for its content, data, rights clearances and business decisions.
Confidentiality and privacy
Both parties keep the other party’s confidential information confidential. Where personal data is processed on instructions, the parties will enter into any required data processing agreement before processing begins.
Termination
Termination and project cancellation are governed by the individual agreement and applicable law. Work completed up to termination, agreed reserved capacity and non-cancellable third-party costs remain payable. Termination for good cause remains available.
Final provisions
German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. Where legally permitted, Nuremberg is the place of jurisdiction for merchants and comparable public-law entities.
If one provision is ineffective, the remaining provisions continue in effect.