These Terms of Service govern the provision of services by Roots & Fruit UG (haftungsbeschränkt) to its clients. They apply unless explicitly replaced or overridden by a written agreement signed by both parties.
Where a separate contract exists, that contract takes precedence over these terms.
Services and engagement model
Roots & Fruit UG provides advisory, consulting, product, growth, and related professional services. The scope of services for each engagement is defined in writing, such as in a proposal, statement of work, or email confirmation.
Unless otherwise agreed, services are provided on a best-effort basis and are advisory in nature. No specific commercial, financial, or technical outcome is guaranteed.
Fees and invoicing
Fees are agreed in advance and documented in writing. All prices are stated net of applicable taxes, unless explicitly noted otherwise.
Invoices are issued electronically and are payable within the payment period stated on the invoice. Payment is due without deduction or set-off.
Discounts
Discounts are offered at the sole discretion of Roots & Fruit UG and apply only to the specific invoice or agreement in which they are explicitly stated.
Discounts do not apply retroactively and do not establish an entitlement to future discounts, reduced rates, or modified payment terms.
Late payment and statutory rights
If payment is not received by the due date, the invoice will be considered overdue without further notice.
Roots & Fruit UG reserves the right to charge statutory default interest in accordance with §288 of the German Civil Code (BGB). For business customers, default interest is charged at nine percentage points above the applicable base interest rate.
In addition, Roots & Fruit UG is entitled to a fixed compensation fee of 40 EUR for late payment in accordance with §288(5) of the German Civil Code (BGB).
References to the German Civil Code (BGB) are provided for informational purposes. The German-language version is legally authoritative.
German Civil Code (BGB): https://www.gesetze-im-internet.de/englisch_bgb/englisch_bgb.html
Client cooperation
The client agrees to provide all information, materials, and decisions reasonably required to perform the agreed services in a timely manner.
Delays or additional work caused by missing, late, or inaccurate input from the client may result in adjusted timelines or additional fees.
Liability
Roots & Fruit UG is liable for damages only in cases of intent or gross negligence.
In cases of slight negligence, liability is limited to breaches of essential contractual obligations and to foreseeable, typical damages. Liability for indirect damages, loss of profit, or consequential damages is excluded to the extent permitted by law.
Mandatory statutory liability, including liability under product liability law, remains unaffected.
Governing law and jurisdiction
These Terms of Service are governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules.
The place of jurisdiction for all disputes arising from or in connection with these terms is the registered seat of Roots & Fruit UG, to the extent permitted by law.
Changes to these terms
Roots & Fruit UG may update these Terms of Service from time to time. The version published on the website at the time of contract conclusion applies.