General terms and conditions
of H&B Software Studios UG (haftungsbeschränkt), Ludwig-Kenter-Straße 57, 57078 Siegen, Germany (hereinafter "H&B") — for the provision of H&B Workspace and for consulting services.
This English translation is provided for convenience only; theGerman version alone is legally binding. The green boxes ("At a glance") summarise each section in plain language. They serve solely to aid understanding and have no legal effect; only the respective clause text is authoritative.
Part A — General provisions
§ 1 Scope
1.1 These general terms and conditions (GTC) apply to all contracts between H&B and its customers for the provision of H&B Workspace (Part B) and for consulting and support services (Part C), supplementing the respective individual contractual agreements. Individual agreements take precedence over these GTC.
1.2 H&B's services are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal persons under public law and special funds under public law. H&B does not enter into contracts with consumers.
1.3 Deviating or supplementary terms and conditions of the customer only become part of the contract if H&B has expressly agreed to them in text form.
§ 2 Conclusion of contract
2.1 The presentation of services on H&B's website does not constitute a binding offer but an invitation to the customer to submit an enquiry or order.
2.2 The contract is concluded upon H&B's order confirmation in text form or upon provision of the service.
2.3 Both parties designate a contact person who accompanies the engagement and is authorised to make legally binding declarations.
2.4 H&B is entitled to subcontract services in its own name and for its own account to carefully selected subcontractors. H&B remains the customer's sole contractual partner. Subcontractors are not used where it is apparent to H&B that their use would run counter to the customer's legitimate interests; the requirements of the data processing agreement (§ 6) remain unaffected.
§ 3 Customer's duties to cooperate
3.1 The customer provides all information required for the performance of the services completely and correctly and notifies H&B of changes without delay.
3.2 The customer keeps access credentials safe, passes them on only to authorised users of its own organisation and informs H&B immediately if misuse is suspected. The customer is responsible for the actions of its users as for its own.
3.3 The customer alone is responsible for content it provides or stores in the services; it ensures that such content does not infringe third-party rights or statutory provisions. H&B does not provide legal advice and does not review customer content for its legality.
3.4 H&B is not responsible for delays caused by missing or late cooperation on the customer's part. H&B may charge reasonable additional expense arising from this after prior notice.
§ 4 Prices and payment
4.1 The price list valid at the time of contract conclusion or the individual contractual agreement applies. All prices are net plus statutory VAT.
4.2 H&B Workspace is billed monthly; invoices are delivered electronically.
4.3 Invoices are payable within 14 days of the invoice date without deduction by bank transfer to the account stated.
4.4 The customer may only set off claims that are undisputed or have been finally established by a court. Rights of retention are available to the customer only for counterclaims arising from the same contractual relationship.
4.5 H&B announces price changes for ongoing contracts at least six weeks before they take effect, in text form. The customer may terminate the contract in the ordinary way (§ 13) before the change takes effect; H&B points this out in the announcement.
§ 5 Confidentiality
Both parties treat all confidential information of the other party obtained in the course of the cooperation — in particular business documents, figures, technical information and content — as strictly confidential and use it only for the performance of the contract. They impose corresponding obligations on employees and third parties they engage. This obligation continues for five (5) years beyond the end of the contract. Statutory disclosure obligations and the protection of trade secrets under the German Trade Secrets Act (GeschGehG) remain unaffected.
§ 6 Data protection and processing on behalf
6.1 Where H&B processes personal data on behalf of the customer (in particular when operating H&B Workspace), the parties conclude a data processing agreement pursuant to Art. 28 GDPR, provided by H&B, before the services commence.
6.2 Customer data of H&B Workspace is stored and processed exclusively on servers in Germany.
6.3 Details of data processing in connection with the website are set out in the privacy policy.
§ 7 Liability and indemnification
7.1 H&B is liable without limitation for intent and gross negligence, for culpable injury to life, body or health, where a guarantee has been assumed, and under the German Product Liability Act.
7.2 In the event of slightly negligent breach of a material contractual obligation ("cardinal obligation") — i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely — H&B's liability is limited to the typical damage foreseeable at the time of contract conclusion. Otherwise, liability for slight negligence is excluded.
7.3 In the event of loss of data, H&B's liability is limited to the recovery effort that would have arisen had data been backed up in accordance with the contract. H&B's backup obligations for H&B Workspace (§ 8) remain unaffected.
7.4 The foregoing provisions also apply in favour of H&B's legal representatives and vicarious agents.
7.5 The customer indemnifies H&B against third-party claims based on a breach of these GTC or applicable law by the customer or its users, including the reasonable costs of legal defence. Further claims of H&B remain unaffected.
7.6 Events of force majeure that materially impede or prevent H&B's performance entitle H&B to postpone performance for the duration of the impediment plus a reasonable restart period; to that extent there is no breach of duty.
Part B — H&B Workspace
§ 8 Subject matter and scope of services
8.1 H&B provides the customer with H&B Workspace — a managed working environment based on Nextcloud — in its current version for use via the internet (software as a service). Operation takes place on servers in Germany.
8.2 The scope of services results from the base package and the modules booked by the customer in accordance with the service description valid at the time of contract conclusion.
8.3 H&B Workspace is based on open-source software (in particular Nextcloud). Its licence terms remain unaffected. The customer acquires no rights in the software beyond the contractual right of use for the term of the contract.
8.4 H&B keeps the environment up to date, applies security updates promptly and creates regular backups with integrity checks. The scope of functions may change in the course of further development; H&B announces material restrictions of existing functions in good time.
8.5 Support is provided by email on working days by a designated contact person; response times and extended support services may be agreed individually.
§ 9 Trial phase
9.1 H&B offers prospective customers a free, non-binding trial of 14 days. No payment details are required; the trial ends automatically without any need to cancel.
9.2 A paid contract only comes into being if the customer expressly orders it. In that case the trial environment, including the data stored in it, is taken over.
9.3 If no contract is concluded, H&B keeps the trial data available for export for 14 days after the end of the trial and then deletes it completely.
§ 10 Availability
10.1 H&B warrants an availability of 99% as an annual average for H&B Workspace at the transfer point, i.e. at the interface between the infrastructure operated by H&B and the public internet.
10.2 The following do not count as downtime:
- announced maintenance windows; H&B schedules these outside usual business hours where possible and announces them in good time
- urgent emergency maintenance to avert acute security risks
- disruptions of the public internet, of telecommunications and network operators or of other third parties outside H&B's sphere of influence
- attacks by third parties (e.g. denial of service), provided H&B has taken reasonable protective measures
- force majeure (§ 7.6)
- disruptions for which the customer or its users are responsible
10.3 H&B remedies disruptions without undue delay after becoming aware of them, within the scope of its existing technical and operational capabilities.
§ 11 Use; impermissible use; suspension
11.1 The customer may use H&B Workspace within the contractually agreed scope for its own business purposes and make it available to its users and — within the functions provided for this purpose (e.g. shares, guests) — to external participants. Making it available to third parties for remuneration requires H&B's consent.
11.2 The customer may not use the services to store or distribute unlawful content or to impair the security and integrity of the platform or of third parties.
11.3 In the event of material breaches of § 11.2 or a specific risk to the security of the platform, other customers or third parties, H&B is entitled to temporarily suspend access or individual content. H&B informs the customer in advance where reasonable, otherwise immediately afterwards, and lifts the suspension as soon as its reason has ceased to exist.
§ 12 Data, export and end of contract
12.1 All customer data stored in the Workspace remains the customer's data. H&B processes it solely to perform the contract and claims no rights in it.
12.2 The customer may export its data at any time during the term of the contract in open, common formats using the functions of the Workspace.
12.3 On request, H&B supports the customer in migrating to another provider or to self-hosted operation. The remuneration for this is bindingly agreed at the time the contract is concluded.
12.4 After the end of the contract, H&B keeps the customer's data available for export for 30 days. It is then deleted completely; deletion from backups takes place with their regular rotation within a further 30 days. On request, H&B confirms the deletion in text form. Statutory retention obligations remain unaffected.
§ 13 Term and termination
13.1 The contract for H&B Workspace has a term of one month and renews for one further month at a time unless terminated in text form with two weeks' notice to the end of the respective term.
13.2 Modules can be added and removed on a monthly basis. Added modules are charged pro rata from provision; removals take effect at the end of the current month.
13.3 The right of both parties to extraordinary termination for good cause remains unaffected.
§ 14 Warranty
14.1 The statutory warranty rules of German tenancy law apply with the following proviso: strict liability for defects already existing at the time of contract conclusion (Section 536a (1) alt. 1 BGB) is excluded. Liability under § 7 remains unaffected.
14.2 The customer notifies defects in text form without undue delay after discovery and supports H&B to a reasonable extent in narrowing them down. Insignificant reductions in fitness for use are disregarded.
Part C — Consulting services
§ 15 Consulting and support services
15.1 H&B additionally offers consulting and support services, such as onboarding, data migration, training and workshops. Subject matter, scope, dates and remuneration are agreed individually.
15.2 Consulting services are services within the meaning of Sections 611 et seq. BGB. A specific result is owed only where it has been expressly agreed as a work performance.
15.3 Remuneration is based on time and effort at the agreed rates or at the agreed fixed price. Travel time and expenses are reimbursed where agreed.
Part D — Final provisions
§ 16 Changes to these GTC
H&B may amend these GTC for objectively justified reasons (e.g. changes in the law or case law, technical development) with effect for existing contracts. Existing customers are notified in text form at least four weeks before the amendment takes effect. If the customer does not object within the period stated in the notification, consent is deemed given; H&B separately points out this consequence as well as the deadline and the right to object in the notification. In the event of an objection, H&B may terminate the contract in the ordinary way as of the date the amendment takes effect.
§ 17 Governing law; jurisdiction; language
17.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
17.2 If the customer is a merchant, a legal person under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is H&B's registered office; mandatory exclusive places of jurisdiction remain unaffected.
17.3 These GTC are also provided in English translation. The German version alone is authoritative.
— Version: July 2026 —