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 special funds under public law (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 an order confirmation from the Contractor in text form 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 confirmation by both parties in text form 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 consent in text form; 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 confirmation by the Contractor in text form.

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 text form. The Client has seven (7) business days from receipt of the notice to confirm the hourly rate in text form. The Contractor will begin execution of the additional work only after receipt of confirmation. If confirmation is not received within this period, the request lapses and the Contractor has no obligation to perform.

Legally required documents – in particular the legal notice (imprint), privacy policy, information on the right of withdrawal, and general terms and conditions – must be provided exclusively by the Client. The Contractor is neither obligated to create nor legally review 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 arrangements – must be communicated to the Contractor immediately in text form.

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 providing 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 text form, 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 claims are asserted by third parties against the Contractor or third parties engaged by the Contractor due to an infringement attributable to the Client – in particular an infringement of copyright, trademark, or other intellectual property rights in provided content or materials – the Client shall indemnify the Contractor against all resulting claims upon first request. This indemnification also includes the reasonable and necessary costs of any required legal defense.

All stated prices are final prices. As the Contractor applies the small business exemption pursuant to Section 19 UStG (German Value Added Tax Act), no VAT 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 providing the services only after payment has been received in full (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 claim default interest pursuant to Section 288 BGB. Further statutory claims remain unaffected.

The Client may set off claims or exercise a right of retention only if the Client's counterclaim has been finally adjudicated, 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 must be expressly designated as such in text form.

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 text form. 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. Such impediments include in particular:

If the Contractor is unable to provide an agreed service at all, the Contractor informs the Client immediately in text form. In this case, the Client has an extraordinary right to terminate. The Contractor is entitled to pro rata remuneration for services demonstrably 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 text form, stating the reasons and a realistic timeline.

Upon completion of the agreed service, the Contractor notifies the Client of completion in text form. From this point, the Client has twelve (12) business days to notify the Contractor of any material defects in text form. If no material defects within the meaning of Section 640 Para. 1 BGB are notified 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 Section 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 its disclosure to third parties or publication in public repositories – is prohibited without express consent from the Contractor in text form. This prohibition does not apply to the creation of backup copies for the Client's own internal operations or to the regular operation of the website.

Upon full payment of the agreed remuneration, the Contractor grants the Client a non-exclusive right of use, unlimited in time and territory, in the work components originally created by the Contractor for the agreed purpose (Section 31 German Copyright Act), including commercial use for the Client's own business purposes. This does not include 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 those components. Any transfer of the granted rights to third parties or any sublicensing is permissible only with the Contractor's express consent in text form.

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 such use in text form, but only until the project is accepted.

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 included in this handover; 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 rights of use 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 the proper performance of the third parties engaged as if their fault were the Contractor's own.

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 keep all confidential information obtained in the course of cooperation – in particular trade secrets, technical details, project concepts, customer data, and agreed terms – strictly confidential, to use it exclusively for the purpose of carrying out the respective project, and not to disclose it to third parties without the other party's prior consent. This obligation continues after termination of the contractual relationship as long as the information concerned 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 trade and business secrets, financial information, and 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 publicly known at the time of disclosure or subsequently becomes publicly known without any action by the receiving party; was demonstrably known to the receiving party before disclosure, was demonstrably developed independently by it, or was received from a third party that, to the best of the receiving party's knowledge, is not subject to a confidentiality obligation; must be disclosed due to a mandatory legal obligation or an administrative or court order – in which case the obligated party will inform the other party in advance, insofar as legally permissible, and limit the disclosure to the strictly necessary extent; or may be disclosed because the other party has previously expressly consented to the disclosure in text form.

The confidentiality obligation applies regardless of the method of transmission or recording or the medium used. In particular, it prohibits the unauthorized internal disclosure of confidential information, its processing in a party's own projects, and its use for that party's own purposes or for the purposes of third parties.

Each party takes all required technical and organizational measures to prevent unauthorized persons from accessing or exploiting confidential information. Appropriate confidentiality agreements must be concluded with vicarious agents who are not already bound to confidentiality by existing agreements. Confidential information may be disclosed to third parties only insofar as they are either subject to a statutory duty of confidentiality or contractually bound to confidentiality to at least the same extent, and only insofar as disclosure is necessary for contract performance.

Neither party acquires any ownership rights or rights of use of any kind 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 confidential information received from the other party the subject of an application for intellectual property rights, have such an application filed by a third party, or assert prior use rights, unless the other party has previously expressly consented in text form.

At either party's request in text form, the other party must return all confidential information received or – at the requesting party's option – destroy or delete it and confirm this in text form. 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 an administrative or court order, or insofar as continued retention is necessary to prove proper contract performance. The return of confidential information does not relieve either party of its continuing confidentiality obligations.

The warranty period for the delivered work is twelve (12) months from acceptance (Section 634a Para. 1 No. 1 BGB). Statutory limitation periods apply to claims for damages arising from intent or gross negligence and to damages resulting from injury to life, limb, or health.

For justified defect claims, the Contractor has the right to remedial performance – at the Contractor's discretion, either by correcting or recreating the affected part of the service. The Contractor must be granted at least two attempts at remedial performance before further claims are asserted. If remedial performance ultimately fails, the Client may claim a reduction in price or withdraw from the contract (Section 634 BGB).

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

Commitments regarding search engine rankings or performance values (e.g., Google Lighthouse Score) refer to technical measurements at the time of handover. These values depend on third-party algorithms and infrastructure 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 resulting from injury to life, limb, 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 breached. In this case, liability is – insofar as legally permissible – limited to the damage typically foreseeable for this type of contract and is capped 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. The selection and provision of suitable infrastructure are the responsibility of the Client unless expressly included in the offer.

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 to damages resulting from injury to life, limb, or 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 payment reminder in text form and a payment deadline of at least seven (7) calendar days, fails to fulfil a cooperation obligation specifically identified in text form despite a request and a remedy period of at least seven (7) business 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 (Section 275 BGB) – and the Contractor notifies the Client thereof without undue delay in text form.

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

The Client may terminate the contract for good cause if the Contractor materially breaches contractual obligations and fails to remedy the breach despite notice in text form and a reasonable grace period. Good cause includes in particular: failure to provide the agreed service after a grace period set in text form pursuant to Section 6 Para. 4 has expired without performance; a serious breach of contract, in particular a breach of the confidentiality obligation, unauthorized use of provided works or access credentials, or unauthorized disclosure of confidential information to third parties; or final failure of remedial performance for material defects.

If the Client terminates the contract without good cause before completion (termination for convenience pursuant to Section 648 BGB), the Contractor is entitled to the agreed total remuneration less expenses saved. In this case, the Contractor hands over all work products produced up to the time of termination in their then-current state. To simplify settlement, a flat fee for termination for convenience may be agreed in the respective contract.

Every termination must be in text form.

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 provided are custom work produced individually in accordance with 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 consent from the Contractor in text form.

Each new contract is concluded on the basis of 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 text form. 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 the event of an objection, the Client has a special right of termination effective on the date the amended Terms take effect. The Contractor also reserves the right to end the contractual relationship on that date. If the contractual relationship is terminated due to an objection to amendments to the Terms, no compensation is due; only the services performed up to that point must be paid for.

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 between the parties are governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and private international law are excluded. This also applies to contracting parties with a place of business abroad.

The Contractor's place of residence is the exclusive place of jurisdiction for all disputes arising from or relating to this contract. The Contractor is also entitled to sue the Client at the Client's 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 must be made in text form. This also applies to the 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 obligation is agreed.