Terms for direct sales

General terms and conditions for direct sales of LayoutBridge

These terms apply only to contracts concluded directly with SP Medienservice – for instance test or framework agreements, or billing by invoice. Purchases via the payment service Polar are not governed by these terms; there, the terms of the payment service apply, supplemented by the licence terms.

This page is an English translation of the German terms at mcp-schnittstellen.de/layoutbridge/agb.html. The German version is binding (§ 10 (5)).

§ 1 Scope

1. These terms apply to all contracts for the provision of the software layoutbridge-spm ("the Software") and related services that the customer concludes directly with the Provider.
2. They apply exclusively towards entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
3. Deviating terms of the customer do not become part of the contract, even if the Provider does not expressly object to them. Individual agreements take precedence.
4. The Provider's licence terms (EULA) in the version valid at the time the contract is concluded apply in addition. They govern the scope of use, licence key, licence verification, support, liability for defects and liability. In the event of conflict, these terms take precedence over the licence terms insofar as they expressly regulate a matter differently.

§ 2 Conclusion of contract

1. Offers by the Provider are non-binding unless expressly designated as binding. Binding offers are valid for four weeks from receipt by the customer.
2. The contract is concluded by the Provider's order confirmation in text form or by delivery of the licence key.
3. The contract language is German.

§ 3 Services

1. The Provider makes the Software available to the customer for use against payment for the agreed term and provides the current version during the term. Details of the scope of services are set out in the product description and the licence terms.
2. The Software is provided in two ways: (a) as the npm package layoutbridge-spm via the public npm registry (started with npx layoutbridge-spm) and (b) as the MCP bundle file layoutbridge-spm-<version>.mcpb for download from the product page https://mcp-interfaces.com/layoutbridge/ (German: https://mcp-schnittstellen.de/layoutbridge/). There is no other means of delivery. In both cases the Software is put into operation with the licence key. No data carrier is owed. Requirements are Adobe® InDesign® in a supported version (Mac® or Windows® 10/11 x64) and, on Windows, additionally Windows PowerShell 5.1; for delivery via npm, also Node.js version 20 or later. With the bundle file, the Node.js runtime is provided by the AI application (currently Claude Desktop).
3. Services not expressly agreed – in particular custom development, training, on-site setup and services relating to third-party systems – are not part of the contract and are commissioned and remunerated separately.

§ 4 Test and beta licences

1. The Provider may make time-limited licence keys available free of charge for testing and trial purposes. There is no entitlement to this.
2. Test and beta licences end upon expiry of the time limit without any need for cancellation. The Provider may revoke them at any time.
3. For licences provided free of charge, the Provider is liable only in cases of intent and gross negligence and in the cases set out in § 11 (1) of the licence terms; liability for defects exists only in the event of fraudulent concealment of a defect. The customer does not use test and beta versions in production and backs up its data beforehand.
4. The Provider may use the customer's feedback on test and beta versions free of charge to improve the Software. The customer has no claim to implementation.

§ 5 Prices and payment

1. All prices are net, plus the applicable statutory value added tax. For services to entrepreneurs in other EU member states with a valid VAT identification number, invoicing is made without German VAT under the reverse-charge procedure; the customer provides its VAT ID before invoicing.
2. The fee is due in advance for the respective term. Invoices are payable without deduction within 14 days of the invoice date.
3. In the event of default of payment, the customer owes default interest at nine percentage points above the base rate. The assertion of further claims remains unaffected.
4. After prior notice in text form and the fruitless expiry of a reasonable period, the Provider may block the licence key for as long as the customer is in default with a payment due. The obligation to pay for the period of the block remains.
5. The customer may only set off against undisputed claims or claims established by a final judgment, or exercise a right of retention on that basis.
6. The Provider may adjust the fee at the end of a term. The adjustment is communicated to the customer in text form at least six weeks before the new term begins. In that case the customer may terminate the contract at the end of the current term; this right is pointed out in the notification.

§ 6 Term and termination

1. Unless otherwise agreed, the term is one month or one year according to the variant chosen. It renews for the same period unless cancelled by the end of the current term.
2. Cancellation requires text form.
3. The right to terminate for cause remains unaffected. Cause for the Provider exists in particular in the event of a breach of the restrictions of use in the licence terms or of the customer's default of payment of a not insignificant amount for more than 30 days.
4. The right of use ends upon termination; the customer uninstalls the Software and deletes any copies. Its documents created or edited with the Software are not affected.

§ 7 Liability for defects, liability, cooperation

The provisions of the licence terms (§§ 10 to 13 there) apply accordingly: liability for defects under rental law with exclusion of strict liability for initial defects, liability according to the tiers set out there, the customer's duty to back up data, and indemnification with regard to third-party rights.

§ 8 Confidentiality

Both parties treat confidential information of the other party that becomes known to them in the course of the cooperation as confidential and use it only for the purposes of this contract. Excluded is information that is public knowledge, has been lawfully obtained from third parties or must be disclosed by law or official order. This obligation continues for three years after the end of the contract.

§ 9 References

The Provider may name the customer as a reference or use its marks for that purpose only with the customer's prior consent in text form.

§ 10 Final provisions

1. Amendments and additions to this contract require text form.
2. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
3. The place of performance and exclusive place of jurisdiction is Cologne (Köln), Germany, provided the customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany.
4. Should any provision be or become invalid, the validity of the remaining provisions remains unaffected.
5. The German version of these terms is binding. This English translation serves for information only.

Version: September 2026.

Adobe® and InDesign® are either registered trademarks or trademarks of Adobe in the United States and/or other countries. Mac®, macOS® and Apple Pay® are trademarks of Apple Inc. Microsoft, Windows® and PowerShell are trademarks of the Microsoft group of companies. Google Pay and YouTube are trademarks of Google LLC. Node.js is a trademark of the OpenJS Foundation. Claude is a name of Anthropic. Cursor, Codex, Polar, npm and all other product and company names mentioned are trademarks or names of their respective owners. All references serve solely to describe compatibility and distribution channels; there is no affiliation with, and no endorsement or sponsorship by, these companies.