Terms of Service

For app development and consulting engagements. Last updated May 2026.

Note: in case of any inconsistency, the German version (AGB) is the legally binding text.

1. Scope

These Terms govern all contracts for app development, software architecture consulting and related services between

Berger & Rosenstock GbR, Dieselstraße 22e, 61231 Bad Nauheim, Germany (the "Provider"), brand DigitalFreedom / The App Architect,

and the Client. Conflicting terms of the Client are expressly excluded.

2. Formation of contract

A contract is concluded by the Provider's written order confirmation (signed offer or e-mail exchange with clear scope confirmation). No oral side agreements. Changes require text form.

3. Scope of services

3.1 The Provider delivers the services described in the offer. The exact specification follows from the written project brief, signed off by both parties before project start.

3.2 Unless otherwise agreed, the Provider owes a result based on the signed-off brief (Werkvertrag under §§ 631 ff. BGB) — not any further commercial outcome.

3.3 Scope changes after contract formation require a written change order with adjusted price and date.

4. Pricing and payment

4.1 All prices are net plus statutory VAT.

4.2 Unless otherwise agreed, the fixed-price model applies: 50 % on project start (after sign-off of the brief), 50 % on final acceptance. Projects over €30,000 net are typically invoiced in monthly tranches based on progress.

4.3 Invoices are due within 14 days, no deductions. Late-payment interest is 9 percentage points above the base rate (§ 288 (2) BGB for B2B).

4.4 Third-party costs (Apple Developer Program, Google Play, MailerLite, OpenAI, hosting, app store fees, domain registration) are passed through at cost or booked directly by the Client.

5. Delivery dates

5.1 Delivery dates are binding once agreed in the offer. They extend correspondingly when the Client fails to meet its cooperation duties (§ 6) on time or in case of force majeure.

5.2 On request, deliveries follow two-week milestones with clickable build demos.

6. Client cooperation

The Client provides in time:

Access to all required third-party accounts (Apple Developer, Google Play Console, MailerLite, cloud providers)
Content, logos, images, text for the app
Feedback and approvals within 5 business days of request
One binding point of contact with decision authority

7. Acceptance

7.1 The completed work is provided to the Client for acceptance. Acceptance is given by explicit text-form declaration, by productive use, or by expiry of a 10-business-day review window without raised objections.

7.2 Minor defects do not entitle the Client to refuse acceptance.

8. Rights of use and ownership of code

8.1 Upon full payment, the Client receives the exclusive, time- and territory-unlimited, transferable and sublicensable right of use to all works created for it (source code, build pipelines, infrastructure config, design assets).

8.2 Until full payment, all rights remain with the Provider. Use before payment is not permitted.

8.3 Open-source components are subject to their respective licenses. Libraries and tools of the Provider not specifically created for the Client remain with the Provider; the Client receives a simple, non-exclusive right of use within the delivered solution.

8.4 The Provider may name the project as a reference after go-live (name, logo, short description) unless the Client objects in text form. Code, data models and non-public business logic are not disclosed without explicit consent.

9. Warranty

9.1 The warranty period is 12 months from acceptance.

9.2 For justified defect notices the Provider remedies defects within a reasonable period at its choice by rework or new delivery. If supplementary performance fails, the Client may reduce the price or rescind the contract.

9.3 Excluded are defects caused by third-party interventions, Client modifications, improper use, or issues caused by platform updates (major iOS / Android releases) after acceptance.

10. Liability

10.1 The Provider has unlimited liability for intent, gross negligence, breach of life/body/health, and under the German Product Liability Act.

10.2 For slight negligence regarding essential contractual duties (cardinal duties), liability is limited to the contract-typical foreseeable damage, capped at the value of the affected order.

10.3 Otherwise, liability for slightly negligent breaches of duty is excluded. In particular, liability for lost profit, indirect and consequential damages is excluded in such cases.

10.4 The Provider is not liable for third-party outages (Apple App Store review, Google Play, cloud providers, MailerLite, OpenAI) nor for damages arising from platform policy changes.

11. Confidentiality

Both parties treat all confidential information received under the contract as confidential and use it solely for performance. This duty survives for 5 years after contract end. Excluded: information already public without fault, lawfully known before, or required to be disclosed by law.

12. Data protection

Where the Provider processes personal data of the Client or its customers in delivering the services, the parties conclude a data processing agreement under Art. 28 GDPR. Otherwise, the Privacy Policy applies.

13. Term and termination

13.1 Werkvertrag-style projects end with acceptance. Service retainers (e.g. embedded architect, bug-fix retainer, backend operations) run for the agreed period and renew for the agreed period unless terminated 4 weeks before expiry.

13.2 The right to extraordinary termination for cause remains unaffected.

14. Final provisions

14.1 Governing law: The laws of the Federal Republic of Germany apply, excluding the UN Convention on the International Sale of Goods (CISG).

14.2 Jurisdiction: If the Client is a business, legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes is Friedberg (Hessen, Germany).

14.3 Severability: If any provision of these Terms is invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a regulation that comes closest to the economic intent.

14.4 Text form: Changes and additions to these Terms require text form. The same applies to amending this text-form clause.