General Terms and Conditions

Scope

1.1 The customer's contractual partner is LootSquad GmbH, Walddoerferstrasse 104, 22041 Hamburg, Germany ("LootSquad").

1.2 These terms apply to contracts concerning the LootSquad Developer Flat and to the development, design, conception and project organisation services provided within it.

1.3 The Developer Flat is directed at entrepreneurs within the meaning of Section 14 of the German Civil Code, at legal entities under public law and at special funds under public law. Where a contract is nevertheless concluded with a consumer, mandatory consumer protection provisions remain unaffected and these terms apply only to the extent permitted towards consumers.

1.4 These terms do not automatically apply to Gravity Apps, Gravity Hubs or other LootSquad products. Those products are governed by their own separately incorporated terms.

1.5 Individual agreements, in particular in an offer, an order confirmation or a separate project agreement, take precedence over these terms.

1.6 Deviating or supplementary terms of the customer only become part of the contract if LootSquad has expressly agreed to them in text form. This also applies if LootSquad performs the services without reservation while aware of such terms.

1.7 The version of these terms incorporated at the time of the respective conclusion of contract is authoritative.

Subject matter of the Developer Flat

2.1 The Developer Flat is an ongoing development and project support model. LootSquad makes development and project capacity available to the customer for the agreed billing period and processes the orders submitted by the customer in accordance with these terms.

2.2 Depending on the package booked and the specific agreement, services may in particular relate to: websites, landing pages, web applications, platforms, customer portals, member areas, dashboards, internal systems, online shops, frontend, backend, databases, UI/UX, responsive implementation, interfaces and APIs, automations, extension of existing software, error correction, technical optimisation, conception, prototyping and deployment support.

2.3 The list in clause 2.2 describes possible service areas. It does not create a claim that every conceivable development request is covered by the package booked.

2.4 The specific scope of services results from the package booked, the offer or checkout, any individual agreements, the respective submitted order and technical feasibility.

2.5 Services which are evidently outside the booked model, in particular separate licence, hosting, media or third-party services, are only owed if expressly agreed.

Legal classification of individual orders

3.1 The Developer Flat forms the framework for ongoing cooperation. Within this framework individual orders are agreed and processed.

3.2 Depending on the content of the individual order, the services provided may be subject to service contract law, contract-for-work law or other statutory provisions. The specifically agreed service is decisive.

3.3 The cooperation as a whole is not classified in a blanket manner as exclusively a service contract or exclusively a contract for work.

3.4 Mandatory statutory rights of the parties are neither excluded nor restricted by this classification.

Submitting and prioritising development orders

4.1 The Developer Flat is carried out through individual orders (tasks). While a Flat is active, the customer may continuously submit new orders via the portal provided or via an expressly agreed communication channel.

4.2 An order should state the desired result, the intended use, existing content and files, required access, design and functional requirements and any special technical requirements.

4.3 LootSquad may ask questions and clarify unclear or incomplete orders together with the customer before active processing begins.

4.4 Orders are prioritised and are generally processed in a structured sequence. Submitting several orders does not automatically mean parallel processing.

4.5 Sequence and priority may be adjusted by mutual agreement. Urgency stated by the customer alone does not create a claim to immediate processing.

4.6 Extensive orders may be split into sub-tasks or development phases.

4.7 Remedying a defect attributable to LootSquad in a service already owed does not constitute a new, separately remunerated order.

Capacity and scope of processing

5.1 The agreed flat fee remunerates the ongoing availability and organisation of the booked development model for the respective billing period.

5.2 Without an express agreement to the contrary, the following in particular are not owed: a specific number of programming hours, a specific number of completed orders, a specific number of pages or features, unlimited parallel development, or a specific commercial outcome.

5.3 Actual project progress depends in particular on complexity, technical dependencies, customer feedback, access provided, third-party providers, the extent of change requests, required testing and approvals, and technical legacy in existing systems.

5.4 LootSquad provides the agreed services with the care of a competent service provider and deploys the booked capacity appropriately and traceably for the customer's orders.

Processing times

6.1 Statements on processing times, project forecasts and wording such as "approximately", "expected" or "planned" are non-binding estimates.

6.2 A binding deadline exists only if it has been expressly agreed as binding in text form.

6.3 Delays caused by missing or late cooperation by the customer extend agreed periods appropriately.

6.4 Without a separate agreement LootSquad does not owe specific response times, standby service outside usual business hours, or guaranteed system availability.

Customer's duties to cooperate

7.1 The customer provides the information and materials required for performance in good time, completely and in suitable form. This includes in particular texts, images, logos, corporate identity documents, credentials, hosting, domain, API and payment provider access, technical requirements, approvals, named contacts and legally required content.

7.2 The customer names at least one contact person authorised to make decisions.

7.3 The customer is responsible for ensuring that the content and materials it provides may be used for the intended purpose.

7.4 Missing, late or incomplete cooperation may delay project progress. LootSquad will inform the customer of identifiable cooperation deficits.

7.5 The customer's payment obligation does not lapse merely because it submitted no or only few orders in a billing period.

Access and technical security

8.1 Credentials, API keys, passwords and access to servers, databases, hosting and third-party accounts are used exclusively for providing the agreed services.

8.2 LootSquad takes appropriate technical and organisational measures to protect the access provided and limits access to the persons involved in the project.

8.3 Where possible the customer should provide personalised access with the required level of permissions.

8.4 After completion of a project or after the end of the contract the customer may change or deactivate the access provided; LootSquad will assist on request.

8.5 Absolute security of information technology systems cannot be guaranteed according to the state of the art. LootSquad does not promise such security.

Third-party providers and external systems

9.1 External services and systems may be used, in particular hosting and domain providers, database and cloud providers, payment service providers, email services, APIs, plugins, libraries, frameworks, app store platforms and other SaaS services.

9.2 The respective contractual, usage and licence terms of these services apply in addition.

9.3 LootSquad is not liable for outages, blocking, or changes to prices, functions or terms by external providers, unless LootSquad is responsible for them.

9.4 Fees, licence and usage costs of third-party providers are only included in the remuneration if expressly agreed.

9.5 If a third-party provider changes its interfaces, prices or technical conditions, adaptation work may become necessary. Such work may be taken up and prioritised as a separate order.

Open source, frameworks and pre-existing components

10.1 Development results may contain third-party open source components, frameworks and libraries. Their licence terms remain in force and take precedence with regard to the components concerned.

10.2 LootSquad uses its own components developed before or independently of the project, in particular frameworks, libraries, components, templates, internal tools, generic modules, development procedures and know-how.

10.3 LootSquad remains entitled to continue using these components and the general know-how acquired during project work.

10.4 A transfer of rights to customer-specific work results does not automatically include LootSquad's pre-existing technologies; clause 11 applies to these.

Rights of use and source code

11.1 The customer retains all rights to the content, data, trademarks and materials it provides.

11.2 Upon full payment of the remuneration owed for the respective stage of performance, LootSquad grants the customer the rights of use required for contractual use of the copyright-protected work results created individually for the customer. These include in particular the right to permanent use, modification, further development, reproduction, publication and transfer together with the customer's project or business, and the right to have the results modified by commissioned third parties.

11.3 Exclusive rights are only granted if expressly agreed.

11.4 Where individually developed software is owed, the grant of rights also extends to the source code created for it, unless third-party rights or licence terms prevent this.

11.5 With regard to LootSquad's pre-existing or generic components under clause 10.2, the customer receives a non-exclusive right of use, unlimited in time and territory, to the extent required for the operation, modification and further development of its project. This right is transferable together with the project and may be sublicensed to commissioned technical service providers.

11.6 With regard to open source and third-party components, only those rights can be granted which the respective licence terms permit. No transfer of rights beyond this takes place.

11.7 Until full payment of the remuneration owed for the respective stage of performance, the customer receives a revocable right of use for review and testing purposes.

11.8 LootSquad ensures that employees, freelancers and subcontractors deployed have transferred the rights required for the agreed grant of rights.

Review and approval

12.1 When an order or a distinguishable part of it is ready for review, LootSquad informs the customer and provides the result in a suitable form.

12.2 The customer is given the opportunity to review within a reasonable period. The period depends on the scope and complexity of the service.

12.3 Identified errors or deviations are to be described in a comprehensible manner, where possible stating the affected area and the expected and actual behaviour.

12.4 Minor adjustments and error corrections within the agreed order are to be distinguished from a new or extended functional requirement; clause 13 applies to the latter.

12.5 Where acceptance of a service is provided for by law or by contract, it is governed by the applicable statutory provisions. LootSquad may set the customer a reasonable deadline and inform it of the statutory consequences. Acceptance is not deemed to occur merely because a short period has elapsed without a deadline and notice.

12.6 Immaterial deviations do not entitle the customer to refuse an acceptance owed by law.

Change requests

13.1 An error correction exists where an agreed function has not been implemented in accordance with the contract.

13.2 A change request exists in particular where the customer subsequently changes requirements, requests additional functions, changes design decisions already approved, requests new technical integrations, or extends the originally agreed scope.

13.3 Change requests may be taken up as a new order and prioritised in accordance with clause 4.

13.4 LootSquad informs the customer if a change request materially extends the agreed order scope or affects scheduling.

13.5 If a change request requires services outside the booked model, a separate agreement is required.

Prices, billing and recurring payments

14.1 The specific remuneration results from the respective offer, checkout, payment link, contract or individually agreed package.

14.2 Prices towards businesses are net prices plus the applicable statutory value added tax, unless expressly stated otherwise.

14.3 Depending on the agreement, billing may be weekly, monthly, annual or individual. The applicable billing interval is displayed to the customer before conclusion of contract.

14.4 In the case of recurring payment arrangements, LootSquad is entitled to charge the payment method stored by the customer with the agreed remuneration on the respective due date.

14.5 The customer ensures that the stored payment method is valid and chargeable and keeps its billing and contact data up to date.

14.6 Invoices and payment records are provided to the customer electronically.

14.7 Set-off is only permitted with undisputed or legally established claims. The customer is only entitled to rights of retention where they are based on the same contractual relationship or exist mandatorily by law.

Failed payments and default

15.1 If a payment fails or the customer is in default, LootSquad informs the customer and grants a reasonable period for subsequent payment.

15.2 After that period has expired without success, LootSquad is entitled to pause new development services, interrupt ongoing work to a reasonable extent and restrict access to internal project areas, to the extent necessary and legally permitted.

15.3 Remuneration claims already accrued remain in force and may be asserted.

15.4 LootSquad may claim statutory default interest and actually incurred, legally permissible costs of enforcement. No flat-rate penalty or handling fees are charged.

15.5 The customer's statutory or contractual claims to release of data or work results remain unaffected.

Term and ordinary termination

16.1 The contract begins upon activation of the Developer Flat or at the time stated in the offer.

16.2 Unless otherwise agreed in the specific offer, there is no long-term minimum contract term.

16.3 Where a Developer Flat is offered as terminable on a weekly basis, it may be terminated with effect from the end of the current billing week. In the case of monthly billing this applies accordingly to the end of the current billing period.

16.4 Deviating special agreements, in particular agreed minimum terms for individual project packages, remain possible and take precedence.

16.5 Termination requires at least text form or may be declared via a digital function provided for that purpose.

16.6 Billing periods already validly commenced or owed are invoiced in accordance with the contractual and statutory provisions.

16.7 The right of both parties to extraordinary termination for good cause remains unaffected.

Payment processing, refunds and resolution of payment disputes

17.1 Transparent billing. Before a payment, the customer is informed of the material commercial conditions of the booked Developer Flat, in particular the product, the remuneration, the value added tax statement, the billing interval, the time of the first payment, a notice regarding recurring payments and the applicable termination rules.

17.2 Contract and consent documentation. In the case of digital conclusions of contract, LootSquad may document in particular the time of conclusion of contract, the product booked, the agreed billing interval, the applicable version of these terms, the language version, the consent given to the contractual terms, the payment reference and relevant technical booking data, to the extent legally permitted. This data serves the performance of the contract, billing and the traceable clarification of subsequent discrepancies.

17.3 Performance documentation. Within the project workflow LootSquad may document in particular submitted orders, requirements, timestamps, project status, development states provided, customer feedback, change requests, approvals, handovers, the use of the project area and the relevant communication, to the extent legally permitted.

17.4 Refund requests. Requests for a full or partial refund are reviewed individually on the basis of the underlying agreement, the services already rendered and the documented project communication. Where a contractual or statutory claim exists, the refund is initiated promptly after completion of the review via the original payment method or an agreed payment channel. In addition, LootSquad may offer a goodwill solution in individual cases.

17.5 Direct clarification. For questions or discrepancies regarding payments, invoices, terminations, scope of services, project progress or refunds, the customer may contact its LootSquad contact person or the contact channels published on the website at any time. LootSquad reviews such matters as early as possible with the aim of direct and objective clarification.

17.6 Payment disputes. The customer's statutory rights and its rights vis-a-vis its bank, card issuer or a payment service provider are neither excluded nor restricted by these terms. If a payment is disputed, LootSquad is entitled to provide the payment service provider, acquirer, card issuer or other competent body with the evidence required for the review, to the extent legally permitted. This may include in particular contract and booking information, payment information, the applicable termination and refund conditions, project and performance records, approvals, the relevant customer communication and technical usage or access logs. Personal data is processed and transmitted only to the extent necessary for this purpose and legally permitted.

17.7 Avoiding unnecessary payment disputes. LootSquad provides reachable contact options for payment and performance questions and endeavours to resolve legitimate concerns appropriately before escalation. The customer is asked to give LootSquad the opportunity to review and clarify matters first. This request does not restrict any statutory or contractual rights.

Trial periods and special offers

18.1 Where a Developer Flat is offered with a trial period or a special offer, the customer is clearly shown before conclusion of contract the duration of the trial period, the price applicable during the trial period, the price applicable after it ends, the time of any automatic continuation subject to charge, and the possibility of termination.

18.2 An automatic continuation subject to charge only takes place if it was expressly displayed before conclusion of contract and confirmed by the customer.

18.3 Special conditions apply only for the period stated and for the product stated.

Pauses

19.1 The parties may agree to pause the cooperation. Agreed pauses are documented in text form or in the project system, including start, expected duration and effect on billing.

19.2 A de facto pause may result from missing cooperation by the customer, outstanding approvals, technical dependencies, payment default or unforeseeable operational events on LootSquad's side.

19.3 Without an express agreement there is no claim to credit, extension or carry-over of unused capacity into a later billing period.

19.4 If LootSquad is unable to provide services for a substantial period for reasons attributable to LootSquad, the parties will agree an appropriate arrangement for billing that period.

Customer content and rights

20.1 The customer warrants that it holds the necessary rights to the materials it provides. This concerns in particular photos, videos, texts, trademarks, logos, fonts, databases, product data, personal data and software components.

20.2 The customer ensures that the use of these materials to the intended extent does not infringe third-party rights.

20.3 Where there are concrete indications of an infringement, LootSquad may suspend use of the affected content after informing the customer in advance until the legal situation is clarified.

20.4 If third parties assert claims because of content provided by the customer, the parties will assist each other in establishing the facts. The statutory allocation of responsibility remains unaffected.

Imprint, data protection, tracking and other legal texts

21.1 LootSquad does not provide legal advice unless such advice has expressly been agreed via appropriately qualified third parties.

21.2 The customer remains responsible for ensuring that its privacy policy, imprint details, cookie and consent settings, withdrawal instructions, own contractual terms, mandatory information and marketing consents are lawful in substance.

21.3 LootSquad may carry out the technical implementation of such content and tools but does not owe a legal review of their substantive accuracy or completeness.

21.4 Where the customer provides legal texts or consent mechanisms, they are implemented in the form submitted.

No guarantee of success

22.1 LootSquad does not owe specific search engine rankings, revenues, leads, conversion rates, sales, app store approvals, platform approvals, user numbers or other commercial results.

22.2 Specific loading times or performance values are only owed where they have been expressly agreed stating the relevant measurement method and infrastructure.

22.3 Where specific technical performance values have been expressly agreed, the individual agreement takes precedence.

Hosting, domains and operations

23.1 Hosting, domain registration, operation, maintenance, monitoring and backups are not automatically part of a Developer Flat. They are only provided to the extent expressly booked or agreed.

23.2 Recurring fees of hosting, domain and other infrastructure providers are borne by the customer unless otherwise agreed.

23.3 Accounts with infrastructure providers should where possible be held in the customer's name and for the customer's account. Where they are initially set up via LootSquad, LootSquad will support a transfer to the extent the respective provider permits.

23.4 Where backups are agreed, scope, interval and retention period result from the agreement. Without an agreement LootSquad does not owe data backup.

23.5 Migrations to another provider and operational services after the end of the contract may be agreed separately.

Data protection

24.1 Both parties comply with applicable data protection law. Information on the processing of personal data by LootSquad is contained in the privacy policy.

24.2 Where LootSquad processes personal data on behalf of the customer and Art. 28 GDPR applies, the parties conclude a separate data processing agreement before such processing begins. These terms do not replace such an agreement.

24.3 The customer remains responsible for the lawfulness of the personal data it collects and introduces into the project.

24.4 The customer informs LootSquad in good time of special categories of personal data and of heightened protection or compliance requirements.

Employees and subcontractors

25.1 LootSquad may deploy its own employees, freelancers, developers, designers, partner companies and specialised service providers to perform the services.

25.2 LootSquad's contractual responsibility towards the customer remains in place to the statutory and agreed extent.

25.3 LootSquad obliges the persons deployed to maintain confidentiality and ensures the chain of rights required for the agreed grant of rights.

25.4 Data protection requirements, in particular those concerning the engagement of further processors, remain unaffected.

Confidentiality

26.1 Both parties treat the other party's non-public business and technical information as confidential and use it only for the purposes of the cooperation.

26.2 The confidentiality obligation does not apply to information that is already publicly known, was already lawfully known to the receiving party, was developed independently, or whose disclosure is required by law or by an authority.

26.3 Disclosure to advisers, employees and service providers is permitted where they require the information for the cooperation and are correspondingly bound to confidentiality.

26.4 The confidentiality obligation continues after the end of the contract for the statutory or otherwise appropriate period.

References

27.1 Public mention of the customer's name, use of the customer's logo, publication of screenshots or creation of a case study takes place only on the basis of a corresponding agreement or consent of the customer.

27.2 Consent given may be withdrawn with effect for the future. In that case LootSquad will remove the content concerned from its own channels within a reasonable period.

27.3 Confidential projects are not presented publicly.

Liability

28.1 LootSquad is liable without limitation in cases of intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, to the extent of a guarantee assumed, and under the German Product Liability Act and in other cases of mandatory statutory liability.

28.2 In the event of slightly negligent breach of a material contractual obligation whose fulfilment is essential to the proper performance of the contract and on whose observance the customer may regularly rely, LootSquad's liability is limited in amount to the damage typically foreseeable at the time of conclusion of contract.

28.3 Otherwise liability for slight negligence is excluded.

28.4 The above liability provisions also apply for the benefit of LootSquad's legal representatives, employees and agents.

28.5 The above provisions do not entail any change of the statutory burden of proof to the customer's detriment.

28.6 LootSquad is liable for loss of data in accordance with the above provisions; liability is limited to the effort that would have been necessary for restoration had the customer carried out proper and regular data backups, unless data backup expressly forms part of the agreed scope of services.

Errors and rectification

29.1 The customer reports an error in a comprehensible manner and, where possible, stating the affected function, the steps to reproduce it, the expected and actual behaviour and the environment used.

29.2 LootSquad is given the opportunity to review and rectify within a reasonable period to the statutory and contractual extent.

29.3 The review distinguishes between a defect in the service owed, a subsequent change request, a disruption at a third-party provider, an impairment due to intervention by the customer or third parties, and an impairment due to subsequently changed external systems.

29.4 If it turns out that there is no defect in the service owed, the review effort may fall outside the agreed scope of services. LootSquad will point this out before any significant effort begins.

29.5 The customer's statutory rights in respect of defects remain unaffected. To the extent legally permitted, the limitation period for claims based on defects towards businesses is twelve months from acceptance or provision of the respective service; this does not apply in the cases of clause 28.1 nor where the law mandatorily provides for longer periods.

Changes by the customer or third parties

30.1 If the customer or third parties commissioned by it change code, configuration, content or infrastructure, LootSquad may first examine whether a reported impairment is based on this.

30.2 The additional effort caused by this may fall outside the originally agreed scope and may be classified as a separate order.

30.3 The customer informs LootSquad as early as possible of its own interventions, or interventions by third parties, in systems under ongoing support.

End of contract and handover

31.1 Upon termination of the Developer Flat, active development ends in accordance with the contractual provisions.

31.2 Remuneration claims already accrued remain in force.

31.3 Work results that have been fully paid for and are ready for handover are provided to the customer in a customary format in accordance with the agreement.

31.4 LootSquad's internal systems, tools and procedures which do not form part of the services owed do not have to be transferred.

31.5 Accounts with third-party providers remain with the respective account holder. Project-related access is handed over in an orderly manner.

31.6 Further migration, training or handover services may be agreed separately.

31.7 Data or work results are not withheld as leverage where the customer has statutory or contractual claims to their release.

Force majeure

32.1 Extraordinary events beyond the control of the affected party which cannot be averted despite reasonable care, in particular natural disasters, official orders, large-scale failures of telecommunications or energy networks and industrial action, release the affected party from its performance obligation for the duration of the disruption.

32.2 The affected party informs the other party without undue delay of the occurrence and expected duration of the disruption.

32.3 Agreed deadlines are extended by the duration of the disruption plus a reasonable restart period.

32.4 If the disruption lasts longer than six weeks, either party may terminate the affected order. Services already rendered are invoiced.

Changes to these terms

33.1 For new contracts, the version of these terms incorporated at the time of conclusion of contract applies.

33.2 For existing contracts, changes only become effective if they are agreed with the customer or a legally permissible basis for change exists. There is no right to arbitrary unilateral change.

33.3 Intended changes are communicated to the customer in text form. The notice states the amended provisions, the planned effective date and the customer's rights.

33.4 Earlier versions of these terms are archived for as long as they are relevant to existing contracts and are made available to the customer on request.

Final provisions

34.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatory protective provisions of the state in which a customer has its habitual residence as a consumer remain unaffected.

34.2 The place of performance is Hamburg, to the extent legally permitted.

34.3 If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is Hamburg. LootSquad remains entitled to bring an action at the customer's general place of jurisdiction.

34.4 Declarations relevant to the contract may be made in text form to the extent legally permitted, in particular by email or via the customer portal.

34.5 Individual agreements between the parties always take precedence over these terms.

34.6 Should any provision of these terms be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provisions apply in place of the invalid provision.

34.7 Mandatory statutory rights of the parties are not restricted by these terms.

Language version

35.1 This English text is a convenience translation of the German General Terms and Conditions for the LootSquad Developer Flat.

35.2 In the event of any discrepancy, ambiguity or dispute regarding interpretation, the German version prevails and is legally binding.

35.3 The German version is available at entwicklerflat.de/agb/entwicklerflat.