GENERAL TERMS AND CONDITIONS

These Terms apply exclusively in relation to entrepreneurs within the meaning of Section 14 BGB (German Civil Code), legal entities under public law, and public funds (Section 310 Para. 1 BGB). Consumers within the meaning of Section 13 BGB are not accepted as contracting parties.

Any conflicting or deviating conditions from other parties are hereby rejected; a deviating agreement requires the Contractor's consent in text form.

These Terms apply to all current and future contractual relationships between the Contractor and the respective Client.

These Terms shall also apply to future business relationships between the Contractor and the Client, without requiring renewed explicit incorporation.

Offers from the Contractor are non-binding and without obligation unless expressly marked as binding (Sections 145 et seq. BGB). A contract is formed only through a written order confirmation from the Contractor or upon commencement of service provision.

Unless otherwise stated, offers are valid for 30 calendar days from the date of issue. After expiration of this period, a new offer is required.

Verbal side agreements, representations, and amendments to the scope of services or other contractual terms require written confirmation by both parties to be effective.

The binding scope of services is determined exclusively by the respective offer. All services not expressly included – in particular additional features, pages or components, modifications to already completed sections, integration of external services, APIs or data sources, and maintenance work of any kind – are considered additional work and will be invoiced separately.

Modifications to the agreed scope of services require the Contractor's written consent; the Contractor may then submit an adjusted offer with any additional costs and, if applicable, adjusted delivery dates. An obligation to implement arises only upon express written confirmation by the Contractor.

Additional work resulting from subsequent modifications or additions will be billed at the hourly rate agreed in the offer. If no hourly rate was agreed, the Contractor will notify the Client of the applicable hourly rate in writing. The Client has seven (7) business days from receipt of the notice to confirm the hourly rate in writing. The Contractor will begin execution of the additional work only after receipt of confirmation. If confirmation is not received within this period, the request is deemed withdrawn and the Contractor has no obligation to perform.

Legally mandated mandatory documents – in particular imprint, privacy policy, cancellation notice, and terms and conditions – must be provided exclusively by the Client. The Contractor does not provide for the creation or legal review of such documents; the Client is responsible for this at their own expense. The Contractor assumes no liability for the content of these documents.

Changes to contract-relevant master data – in particular contact information, billing address, or representation relationships – must be communicated to the Contractor immediately in writing.

The Client is obligated to support the Contractor in providing the agreed services to a reasonable extent. This includes in particular the timely provision of content, access credentials, graphics, texts, and other required materials, as well as the granting of necessary approvals and feedback within seven (7) business days of the Contractor's request, unless a different timeframe has been agreed.

The Client is in default if the Contractor has requested a specific cooperation action in writing, a deadline has been set, and this deadline has expired unsuccessfully. In this case, agreed delivery or completion deadlines are extended by the period caused by the Client's default. Any additional costs incurred by the Contractor due to the Client's default are borne by the Client.

The Client is solely responsible for ensuring that the content, data, and materials provided by the Client do not infringe third-party rights and comply with all applicable legal requirements. If the Contractor or third parties commissioned by the Contractor are claimed against by third parties due to a rights infringement attributable to the Client – in particular due to infringement of copyright, trademark, or other intellectual property rights in provided content or materials – the Client shall indemnify the Contractor upon first request from all resulting claims. This indemnification also includes reasonable and necessary costs of required legal defense.

All stated prices are final prices. As the Contractor applies the small business exemption pursuant to Section 19 UStG (German Tax Code), no sales tax is charged or separately stated. The stated price is the amount to be paid.

Unless otherwise agreed, invoices must be paid in advance. The Contractor generally begins service provision only after complete payment receipt (prepayment). Deviating payment terms may be agreed.

Unless otherwise agreed, invoices are due within 14 calendar days of invoice date without deduction.

If the Client fails to pay an invoice when due, the Contractor is entitled to suspend further service provision until full payment of outstanding amounts. Furthermore, the Contractor reserves the right to assert late payment interest pursuant to Section 288 BGB. Further statutory claims remain unaffected.

The Client is entitled to offsetting or exercise of retention rights only if their counterclaim has been established by final court order, is undisputed, or has been recognized by the Contractor (Sections 387 et seq. BGB).

Delivery and performance dates, unless expressly designated as binding, are non-binding estimates. A fixed deadline agreement requires express written designation.

If service provision is delayed by circumstances not attributable to the Contractor – in particular force majeure, natural disasters, government orders, or failure of essential infrastructure – agreed deadlines are extended accordingly. The Contractor will inform the Client of such circumstances immediately in writing. If such an impediment continues uninterruptedly for longer than 60 calendar days from its occurrence, both parties have an extraordinary right to terminate without further notice. As circumstances constituting an impediment shall include in particular:

If the Contractor cannot fundamentally provide an agreed service, the Contractor informs the Client immediately in writing. In this case, the Client has an extraordinary right to terminate. The Contractor is entitled to remuneration for services verifiably performed up to that point; any payments already made exceeding this amount shall be refunded.

If the Contractor cannot provide an agreed service on schedule, the Contractor informs the Client immediately in writing, stating the reasons and a realistic timeline.

Upon completion of the agreed service, the Contractor notifies the Client of completion in writing. From this point, the Client has twelve (12) business days to assert any material defects in writing. If no material defects within the meaning of Section 640 Para. 1 BGB are asserted within this period, the work is deemed accepted effective the business day following the deadline expiration (deemed acceptance).

The Client is prohibited from using the Work prior to formal acceptance pursuant to §7 para. 1 – in particular by going live, making it publicly accessible, or integrating it into the Client's own production processes. Any use in breach of this prohibition does not constitute acceptance; the Contractor shall not be liable for any damages arising therefrom – including consequential damages, loss of data, and loss of profit. Statutory liability for intent and gross negligence remains unaffected.

All works originally created by the Contractor in the course of the project – in particular source code, designs, graphics, concepts, and documentation – are copyrighted works of the Contractor (Sections 2, 7 German Copyright Act). Copyright remains with the Contractor. To the extent the project requires components in which third-party copyrights exist (e.g., graphics, icons, stock photos, or licensed libraries), the Contractor will inform the Client of these. Procurement, licensing, and legal protection of such components are the responsibility of the Client. Reproduction, distribution, or publication of the source code – in particular transfer to third parties, publication in public repositories – is prohibited without express written consent from the Contractor. Exceptions are the creation of backup copies for internal operations and regular operation of the website.

Upon complete payment of the agreed remuneration, the Contractor grants the Client a simple, unrestricted temporal and territorial usage right to the work components originally created by the Contractor for the agreed purpose (Section 31 German Copyright Act), including commercial use for own business purposes. Not included are components in which third-party rights exist – in particular open-source components, frameworks, libraries, or licensed third-party materials; the respective license terms apply to these. Transfer of granted rights to third parties or sublicensing is permissible only with express written consent from the Contractor.

To the extent the created work contains open-source components, their respective license terms apply (e.g., MIT, GPL, Apache). License texts are provided pursuant to Para. 5. The Contractor does not warrant the compatibility of these licenses with the Client's specific use case.

The Contractor is entitled to name the project as a reference and present it publicly – including the use of screenshots, project descriptions, and links for marketing purposes. The Client may object to this use only in writing and exclusively until project acceptance.

Essential licenses of deployed open-source components are provided together with the source code in a separate license directory. Non-essential dependencies – in particular development and build dependencies – are not subject to this provision; their respective license texts are available after installation in the appropriate dependency directory (e.g., node_modules). The Contractor provides no warranty for the content, currency, or completeness of these third-party licenses.

The client is entitled to edit the source code as well as the remaining work components within the scope of the usage rights granted under Para. 2, either independently or by engaging third parties to do so. Any liability of the contractor for damages, malfunctions, impairments or other consequences arising from subsequent modifications to the source code or work components made by the client or third parties engaged by the client is excluded.

The Contractor is entitled to engage subcontractors or other third parties for the provision of agreed services. The Contractor remains the sole contracting party and is liable for proper performance of engaged third parties as if for their own fault.

The Contractor is entitled to use all technical means for service provision, including software, development environments, cloud-based services, and other tools.

Both parties undertake to treat all confidential information obtained in the course of cooperation – in particular trade secrets, technical details, project concepts, customer data, and agreed terms – strictly confidentially, use it exclusively for the purpose of performing the respective project, and not disclose it to third parties without prior consent from the other party. This obligation continues after termination of the contractual relationship as long as the respective information is not generally known.

Confidential information under this clause includes in particular the conclusion of the contract, the content of contract negotiations, the project subject matter, and all information and documents transmitted or made available in the course of the contract, regardless of their form or medium – in particular in writing, electronically, orally, or by mere visual perception. This includes in particular business and operating secrets, financial information, market, customer, and supplier-related information. Information already received by a party before contract formation in connection with the project is also considered confidential information.

The confidentiality obligation does not apply to information that was already public at the time of disclosure or that becomes public at a later time without the action of the receiving party. Information the receiving party demonstrably possessed before disclosure, that demonstrably was independently developed by it, or that it received from a third party who, to the best of its knowledge, is not subject to a confidentiality obligation. Information that must be disclosed due to mandatory legal obligation or government or court order – in this case the obligated party informs the other party in advance, insofar as legally permissible, and limits disclosure to the strictly required scope. Information to which disclosure the other party has previously expressly consented in writing.

The confidentiality obligation is independent of the method of transmission, recording, or medium used. It includes in particular the prohibition against unauthorized internal disclosure of confidential information, processing it in own projects, or using it for own purposes or the purposes of third parties.

Each party takes all required technical and organizational measures to prevent access and exploitation of confidential information by unauthorized persons. With performance assistants not already obligated to confidentiality by existing agreements, appropriate confidentiality agreements must be concluded. Disclosure of confidential information to third parties is permissible only to the extent such third parties either are subject to a statutory duty of confidentiality or are contractually obligated to confidentiality to at least the same extent, and insofar as this is necessary for contract performance.

Neither party acquires any ownership or usage rights whatsoever in confidential information received from the other party. All intellectual property rights, in particular patents, designs, trademarks, and copyrights, remain with the disclosing party. Both parties mutually undertake not to make the confidential information received from the other party the subject of intellectual property protection filings, have such filings made by third parties, or assert prior use rights, unless the other party has previously expressly consented in writing.

Upon written request from a party, the other party must return all received confidential information or – at the requesting party's option – destroy or delete it and confirm this in writing. Destruction extends to all copies and other reproductions. This does not apply insofar as return or destruction is not possible due to mandatory legal provisions or government or court order, or insofar as further retention is necessary to prove proper contract performance. The return of confidential information does not relieve either party of further confidentiality obligations.

The warranty period for the delivered work is twelve (12) months from acceptance (Section 634a Para. 1 No. 1 BGB). For damage claims arising from intent or gross negligence and for damages from violation of life, body, and health, statutory limitation periods apply.

For justified defect claims, the Contractor has the right to remedial performance – at its discretion through correction or replacement of the affected service portion. The Contractor must be granted at least two remedial performance attempts before further claims are asserted. If remedial performance ultimately fails, the Client may assert reduction or withdrawal (Section 634 BGB).

No warranty claims exist for defects resulting from any of the following causes: improper use or independent modifications by the Client or third parties engaged by the Client, infrastructure not attributable to the Contractor (e.g., hosting, database, external services), content, data, or materials provided by the Client.

Performance representations regarding search engine rankings or performance values (e.g., Google Lighthouse Score) refer to technical measurements at the time of delivery. These values depend on algorithms and infrastructure of third parties over which the Contractor has no control. No guarantee is provided for permanently stable values or rankings.

The Contractor is liable without limitation for damages arising from violation of life, body, or health, and for damages resulting from intent or gross negligence (Section 276 BGB).

For slight negligence, the Contractor is liable only if an essential contractual obligation (cardinal obligation) is violated. In this case, liability is – insofar as legally permissible – limited to foreseeable contractual damages and is capped in amount at the agreed remuneration for the respective project.

Further liability – in particular for lost profits, indirect damages or consequential damages, and data loss – is excluded insofar as legally permissible.

The Contractor assumes no liability for the availability, reliability, or lawfulness of third-party services (e.g., hosting providers, APIs, CDNs, domain registrars) on which the project depends. Selection and provision of suitable infrastructure is, unless expressly included in the offer, the responsibility of the Client.

The limitation period for damage claims begins with acceptance of the work. This does not apply to claims arising from intent or gross negligence or damages from violation of life, body, and health; statutory limitation periods apply in these cases.

The Contractor is entitled to withdraw from the agreement or to cease performance if the Client fails to settle an outstanding payment despite a written reminder and a payment deadline of at least seven (7) calendar days, fails to fulfil a specifically identified cooperation obligation despite a written request and a remedy period of at least seven (7) working days, or if the performance of the agreed services becomes permanently impossible for objective reasons beyond the Contractor's control – for example because a required external interface no longer exists or the technical requirements have fundamentally changed (§ 275 BGB) – and the Contractor notifies the Client thereof without undue delay in text form.

In case of justified withdrawal by the Contractor: The Contractor is entitled to remuneration for services demonstrably performed up to the withdrawal time. Insofar as the Client has made advance payments exceeding the value of performed services, these amounts shall be refunded.

The Client may terminate the contract for material cause if the Contractor materially breaches contractual obligations and does not remedy this breach despite written notice and a reasonable follow-up deadline. Material grounds include in particular: Non-performance of the agreed service after unsuccessful expiration of a written follow-up deadline pursuant to Section 6 Para. 4. Serious breach of contract, in particular violation of the confidentiality obligation, unauthorized use of transferred works or access credentials, and unauthorized disclosure of confidential information to third parties. Final failure of remedial performance for material defects.

If the Client terminates the contract without material cause before completion (free termination pursuant to Section 648 BGB), the Contractor is entitled to the agreed total remuneration less costs saved. In this case, the Contractor transfers all work results completed up to the termination time in the state in which they exist. To simplify accounting, a flat fee for the case of free termination may be agreed in the respective contract.

Every termination must be in writing.

As only entrepreneurs within the meaning of Section 14 BGB are accepted as contracting parties, no right of withdrawal exists pursuant to Sections 312 et seq. BGB. The services performed are individually customized work services created according to the Client's specifications.

The Client may not transfer claims or rights from this contractual relationship to third parties (assign) or use them as security (pledge) without prior written consent from the Contractor.

Each new contract formation is based on the Terms and Conditions valid at the time of contract formation. These are transmitted with each offer and are deemed agreed upon acceptance. A separate notice period applies exclusively to ongoing contractual relationships.

For ongoing contractual relationships, the Contractor reserves the right to amend these Terms with eight (8) weeks' notice. The amendments will be communicated to the Client in writing. The objection period of six (6) weeks begins upon receipt of the notice by the Client. If the Client does not object within this period, the amended Terms are deemed accepted.

In case of objection, the Client has a special right of termination effective on the date the amended Terms take effect. The Contractor reserves the right to end the contractual relationship at this time as well. Upon termination due to objection to Term amendments, no compensation is due; only services performed to that point shall be paid.

Retroactive amendments are permissible only if a clause becomes invalid due to law or court decision and the amendment is substantively limited to what is legally permissible. Correction of typographical or reference errors that do not change the substantive meaning requires no notice.

This contract and all legal relationships of the parties are governed exclusively by German law. UN law on the international sale of goods (CISG) and international private law are excluded. This applies also to contracting parties with offices abroad.

Exclusive jurisdiction for all disputes arising from or relating to this contract is the residence of the Contractor. The Contractor is additionally entitled to sue the Client at its general place of jurisdiction.

Contracts and legal documents are legally binding exclusively in their German version. An English translation is provided for reference only and shall not be authoritative. In the event of any discrepancies between the language versions, the German version shall prevail. Any exceptions thereto require an explicit contractual agreement.

These Terms shall also apply to future business relationships between the Contractor and the Client, without requiring renewed explicit incorporation.

Should any provision of these Terms be wholly or partially invalid or unenforceable or become so, the validity of the remaining provisions remains unaffected.

All amendments and supplements to existing contracts require written form. This also applies to amendment of this clause.

The content and scope of the contractual agreement are determined exclusively by the respective offer and these Terms and Conditions in their version valid at the time of contract formation.

Information on data protection can be found at just-lab.de/legal/privacy

No non-compete agreement is made.