General Terms and Conditions

§ 1 Scope · Definitions

(1) These General Terms and Conditions of Business („Terms“) apply to all contracts between RE Webdesign, sole proprietor Amjad Al Haideri („Contractor“), and its clients („Client“) concerning web design, web development and related services.

(2) These Terms apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities of public law and special funds under public law. Contracts with consumers within the meaning of § 13 BGB are not concluded.

(3) Deviating, conflicting or supplementary General Terms and Conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their validity in text form. This applies even if the Contractor provides services without reservation in the knowledge of the Client's deviating terms.

(4) These Terms apply in the version valid at the time of conclusion of the contract as a framework agreement also for all future contracts with the same Client, without the Contractor having to refer to them again in each individual case.

§ 2 Subject Matter · Conclusion of Contract

(1) The subject of the contract is the creation of a website or the provision of related services (concept, design, development, content integration, search-engine fundamentals, optionally multilingual capability) in accordance with the service package described in the relevant individual contract or order confirmation.

(2) The Contractor offers the following packages (end prices; if the small-business regulation under § 19 of the German VAT Act applies, without VAT; otherwise plus statutory VAT):

• ◆Starter: €499
• ◆Business: €899
• ◆E-Commerce: €1,499
• ◆Multilingual capability (two languages): 30 % surcharge on the chosen package price. For three or more languages, an individual offer applies.
• ◆Maintenance (separate continuing-obligation contract, optional): €49 per month. Scope per § 3 (4).

§ 2 Conclusion of Contract (cont.)

(3) Offers and price quotations from the Contractor are non-binding unless expressly designated as binding.

(4) The contract is concluded upon a) the Contractor's order confirmation in text form (email suffices), or b) receipt of the down payment agreed pursuant to § 6, whichever occurs first.

(5) Oral side agreements require confirmation in text form to be effective. This does not apply to individual agreements within the meaning of § 305b BGB.

§ 3 Scope of Services

(1) The specific scope of services is determined by the relevant individual contract or order confirmation in conjunction with the package description. The service description fixed in the individual contract is decisive.

(2) All packages include, unless otherwise agreed in the individual contract:

• ◆Responsive design (mobile and desktop optimisation)
• ◆SSL encryption (technical setup)
• ◆Search-engine fundamentals (meta tags, semantic HTML, sitemap, robots file)
• ◆Provision of a test URL for acceptance
• ◆Two revision rounds after handover of the test URL; further change requests are charged according to § 4 (5)

§ 3 Scope of Services (cont.)

(3) If multilingual capability has been commissioned, this includes the technical setup (language routing, hreflang) and the integration of translated texts supplied by the Client. The creation of translations by the Contractor is not included and requires a separate agreement.

(4) Optional Maintenance Contract (€49 per month): If commissioned, this includes:

• ◆Domain management (registered in the Client's name; the Contractor manages it technically)
• ◆Hosting of the website with a provider chosen by the Contractor
• ◆SSL certificate renewal
• ◆Technical updates
• ◆Minor content changes (guideline: up to 60 minutes of effort per month)
• ◆Support availability via email or WhatsApp on business days within 24 hours

§ 3 Scope of Services (end)

The maintenance contract may be terminated monthly with a notice period of 14 days to the end of the month in text form. Upon termination, the Client receives the domain transfer code and an export backup of the website.

(5) Not included in the scope of services, unless expressly agreed: translation services; legal texts (imprint, privacy policy, the Client's terms); image and video production; copywriting beyond the volume stated in the package; advertising campaigns; search-engine optimisation beyond the technical fundamentals; and paid third-party licences (fonts, image material, plugins, paid APIs).

(6) The Contractor is entitled to use carefully selected subcontractors and vicarious agents for the performance of the services. The Contractor remains the Client's contractual contact.

§ 4 Client's Cooperation Duties · Additional Services

(1) The Client shall, within seven business days of the conclusion of the contract, provide the Contractor with all content, materials, access credentials and information required for the proper performance of the contract (logos, images, texts, brand colours, existing branding guidelines, access to domain and existing hosting if applicable), in a standard, digitally processable format.

(2) The Client warrants that the material provided is free of third-party rights or that all required usage rights have been duly obtained. This applies in particular to copyright, trademark, personality, competition and data-protection law. The Client shall indemnify the Contractor against any claims by third parties arising from unlawful content of the supplied material, including reasonable legal-defence costs.

(3) Feedback and approvals by the Client (design drafts, test URL) shall be provided in text form within five business days of submission. If no specific, reasoned response is given within this period, the respective status is deemed approved.

(4) If the provision of services is delayed due to omitted or delayed cooperation by the Client, agreed deadlines shall be extended by the period of the delay plus a reasonable lead-in time (typically up to five business days). The Contractor's claim to remuneration remains unaffected; § 642 BGB remains unaffected.

(5) Additional Services (change requests beyond the two included revision rounds, subsequent extensions, requirements deviating from the original specification) shall be billed by effort at an hourly rate of €80 net per started half hour (end price where the small-business regulation applies). Additional services shall be offered in text form before execution and require the Client's approval in text form.

(6) If the Client fails to provide the cooperation services despite a written request with a deadline of at least 14 calendar days, the Contractor is entitled to terminate the contract for good cause.

§ 5 Delivery and Performance Times

(1) Delivery dates or deadlines not expressly agreed as binding are non-binding guidelines only. The delivery time mentioned in the Contractor's marketing or offer („usually two to three weeks“) is such a non-binding guideline.

(2) Binding delivery dates must be expressly designated as such in text form. They commence at the earliest upon receipt of the down payment under § 6 and the Client's complete cooperation services under § 4 (1).

(3) The Contractor is not liable for damages resulting from the exceeding of non-binding delivery times; § 10 (Liability) remains unaffected.

(4) Force-majeure events within the meaning of § 15 extend binding delivery dates by the duration of the impediment plus a reasonable lead-in period.

§ 6 Remuneration · Payment Terms

(1) The fixed-price remuneration agreed in the individual contract or order confirmation applies. All prices are end prices if the Contractor is subject to the small-business regulation under § 19 of the German VAT Act; otherwise statutory VAT is added.

(2) The remuneration becomes due according to the following 50/50 model: a) 50 % upon conclusion of the contract („Down Payment“), payment via a payment link provided by the Contractor (Stripe). The Stripe link offers several payment methods (in particular credit card, SEPA direct debit, instant bank transfer and other methods offered by Stripe). At the Client's explicit request, payment may alternatively be made by classic SEPA bank transfer to the Contractor's business account; in this case the payment period is extended to up to seven business days from conclusion of the contract. Project start follows receipt of the down payment. b) 50 % before going live („Final Payment“), payment via Stripe link or — on request — by classic SEPA bank transfer (payment period up to seven business days from acceptance). The full final payment must be received before the website is transferred to the production domain and before access credentials and source code are handed over.

(3) Maintenance fees (€49 per month) are billed monthly in advance by SEPA direct debit or Stripe subscription.

(4) Invoices not paid via Stripe are due within seven calendar days of the invoice date, without deduction.

(5) The Client is in default without further reminder if payment is not made within seven calendar days of due date and receipt of invoice (§ 286 (3) BGB). In case of default the Client owes default interest at nine percentage points above the base rate (§ 288 (2) BGB) and a flat fee under § 288 (5) BGB amounting to €40. The assertion of further damages caused by default remains reserved.

(6) The down payment shall remain with the Contractor as compensation for effort also in the event of unilateral termination by the Client under § 648 BGB, provided that the Contractor has commenced performance or undertaken preparatory acts. § 14 remains unaffected.

(7) Set-off and right of retention by the Client are excluded unless the counterclaim is undisputed or has been finally adjudicated. The Client's right of retention exists only insofar as its counterclaim is based on the same contractual relationship.

§ 7 Acceptance

(1) Upon handover of the test URL, the Contractor calls upon the Client to accept the work. The Client is obliged to accept the work fit for acceptance within seven calendar days of handover of the test URL or the corresponding request for acceptance in text form, or to refuse acceptance on the basis of specifically identified defects.

(2) If neither a declaration of acceptance nor a notice of defects in text form is made within the period under paragraph (1), the work is deemed accepted.

(3) Productive use of the website by the Client (such as productive go-live, dissemination of the test URL to end customers, or business use) shall be deemed an irrevocable acceptance.

(4) Insignificant defects do not entitle the Client to refuse acceptance.

§ 8 Usage Rights · Retention of Title

(1) Until full payment of the agreed remuneration, all rights to the work — including source code, drafts, concepts and interim results — remain exclusively with the Contractor (retention of title in the work). The Client receives only a revocable right to internal test use of the test URL until then.

(2) Upon full payment of the agreed remuneration, the Contractor grants the Client a non-exclusive, unlimited in time, place and content, transferable and sub-licensable usage right in the work results created and handed over under the contract (website code, design, texts insofar as authored by the Contractor, image edits).

(3) The granting of usage rights does not apply to: a) open-source libraries, frameworks and other third-party components used; these are subject to their respective licence terms (e.g. MIT, Apache 2.0). A list of components used is provided upon request. b) general tools, code building blocks and methodology used by the Contractor across multiple projects. The Contractor is entitled to continue using such generic building blocks in other projects. c) material supplied by the Client (logos, images, texts); the rights to such material remain with the Client.

(4) A transfer of the usage right to third parties or a sub-licensing under paragraph (2) does not release the Client from its obligation to comply with any third-party licence conditions under paragraph (3) lit. a.

(5) Source-code handover: Upon full payment, the Client receives the source code of the website (e.g. as a ZIP archive or access to a Git repository). A duty to further maintain or develop the source code exists only if a maintenance contract has been concluded.

§ 9 Warranty

(1) The Contractor warrants that the work has the agreed quality upon acceptance. The benchmark for quality is the individual contract or order confirmation in conjunction with the package description.

(2) In case of defects, the Client is initially entitled to subsequent performance (rectification or new production at the Contractor's choice). The Contractor is entitled to at least two attempts at subsequent performance.

(3) If subsequent performance fails, the Client is entitled to reduction or rescission under statutory provisions. Damages claims are governed by § 10.

(4) The warranty period for the work performance is twelve months from acceptance. Excluded are damages claims arising from intent or gross negligence and from injury to life, limb or health; the statutory period applies in these cases.

(5) Notices of defect shall be raised in text form, immediately upon discovery, with a specific description of the defect (steps to reproduce, affected URLs, device and browser used). If the Client fails to raise immediate notice of obvious defects, the work is deemed approved in this respect (§ 377 of the German Commercial Code applies accordingly).

(6) No defects exist in case of: a) incompatibilities with browsers that have a market share of less than one percent at the time of acceptance (according to StatCounter or comparable source); b) functional limitations resulting from changes in the browser, server or third-party software environment after acceptance; c) content that the Client itself has changed or inserted after handover; d) Client wishes that go beyond the contractually agreed quality.

(7) The Contractor grants a guarantee beyond the statutory warranty only if expressly assured in text form.

§ 10 Liability

(1) The Contractor is liable without limitation a) for intent and gross negligence; b) for injury to life, limb or health; c) under the German Product Liability Act; d) within the scope of any expressly assumed guarantee.

(2) For the breach of material contractual obligations (cardinal obligations — those obligations whose fulfilment is essential to the proper performance of the contract and on the observance of which the Client may regularly rely) by simple negligence, the Contractor's liability is limited to the typical, foreseeable damage; it is capped at the agreed contract value of the affected individual order.

(3) Any further liability of the Contractor is excluded. In particular, the Contractor is not liable for lost profits, indirect damages, consequential damages or third-party damages, unless paragraph (1) applies.

(4) The Contractor is not liable for: a) data losses, where the damage is due to the Client's failure to perform data backups at reasonable intervals; b) outages, disruptions or limitations attributable to third-party services (hosting provider, domain registrar, payment service provider, email services, external APIs), where the Contractor selected the third-party provider with industry-standard care; c) content posted, changed or approved by the Client itself; d) rights infringements caused by material supplied by the Client; e) search-engine rankings, reach, conversion rates or other market-dependent outcomes.

(5) The above liability provisions also apply for the benefit of the Contractor's vicarious agents and legal representatives.

§ 11 Data Protection

(1) Both parties comply with applicable data-protection rules, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

(2) The handling of personal data of the Client's visitors is governed by the Client's privacy policy; its preparation is the Client's responsibility and is owed by the Contractor only if expressly agreed.

(3) Insofar as the Contractor processes personal data on behalf of the Client in the course of contract performance — in particular within the framework of the maintenance under § 3 (4) or with access to back-end, databases or customer data of the Client — the parties shall conclude a separate Data Processing Agreement (DPA) under Article 28 GDPR. The Contractor's DPA template is available as an annex and becomes part of these Terms once the parties have agreed to it in text form.

(4) Regarding the Contractor's own processing of personal data of the Client (contract initiation, performance, invoicing), the Contractor refers to its privacy policy at re-webdesign.com/en/privacy.

§ 12 Confidentiality

(1) Both parties undertake to treat all non-public commercial, technical or personal information about the other party received in connection with the contract as confidential and not to disclose it to third parties.

(2) The confidentiality obligation applies for the duration of the contract and for two years after termination.

(3) The confidentiality obligation does not apply to information that a) was demonstrably known to the receiving party before disclosure; b) is or becomes publicly known without breach of this agreement; c) has been demonstrably made available to the receiving party by a third party without confidentiality obligation; d) must be disclosed by statutory, official or judicial order; in such case the receiving party shall inform the other party in advance, insofar as legally permitted.

(4) Vicarious agents and subcontractors shall be bound to corresponding confidentiality.

§ 13 Reference Use

(1) The Contractor is entitled to use and publish the services provided for the Client, naming the Client (name, brand, logo, industry, brief project description, screenshots of the website, link to the website), as a reference, in particular on its own website, in its portfolio and in the context of direct acquisition marketing (e.g. email, social networks, print materials).

(2) The Client may object to the reference use within fourteen calendar days of acceptance of the website, in text form. An objection declared after this period takes effect only for the future; references already published may continue to be used by the Contractor in the scope existing at the time of objection.

(3) Irrespective of the right to reference use, the Contractor is entitled to include a discreet attribution in the footer of the website (e.g. „Web design by RE Webdesign“) with a link. The Client may exclude this by express agreement in text form; in this case a one-time surcharge of 10 % of the package fee applies.

§ 14 Term · Termination

(1) The work contract ends upon acceptance of the service and full payment of the remuneration.

(2) The Client's right of termination under § 648 BGB remains unaffected. In case of such termination, the Contractor is entitled to the agreed remuneration; saved expenses are lump-summed at 30 % of the remaining remuneration, unless the Contractor proves lower or the Client proves higher savings. Down payments made are credited against the remuneration.

(3) Both parties' right to extraordinary termination for good cause remains unaffected. Good cause for the Contractor exists in particular for: a) payment default by the Client with respect to the down payment or final payment despite a reminder with a reasonable deadline of at least 14 calendar days; b) breach of cooperation duties under § 4 by the Client despite a written request with a deadline of at least 14 calendar days; c) demand of unlawful content; d) insolvency or comparable financial collapse of the Client.

(4) In case of extraordinary termination for reasons within the Client's responsibility, the down payment shall remain with the Contractor as compensation for effort; § 6 (6) applies accordingly.

(5) The maintenance contract (§ 3 (4)) is a continuing obligation and may be terminated monthly with a notice period of fourteen days to the end of the month in text form. The right to extraordinary termination for good cause remains unaffected.

(6) Notices of termination require text form (§ 126b BGB).

§ 15 Force Majeure

(1) Neither party is liable for non-performance or delayed performance to the extent that this is due to force majeure. Force majeure includes in particular: natural disasters, war, civil unrest, pandemics and related governmental measures, terrorist attacks, strikes (including in third-party companies), prolonged internet or power outages, cyber attacks on third parties (e.g. hosting providers).

(2) The affected party shall inform the other party immediately of the occurrence and the expected duration of the impediment. Agreed deadlines extend by the duration of the impediment plus a reasonable lead-in period.

(3) If the force-majeure event continues uninterrupted for more than three months, both parties are entitled to rescind the contract. Services already rendered shall be remunerated pro rata in such case.

§ 16 Final Provisions

(1) The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the conflict-of-laws rules of German private international law.

(2) Exclusive place of jurisdiction for all disputes arising out of or in connection with the contract — including disputes concerning the existence and validity of the contract — is Bayreuth (the Contractor's place of business). The Contractor is also entitled to sue the Client at its general place of jurisdiction.

(3) Place of performance for all services under the contract is Bayreuth.

(4) Amendments and supplements to this contract require text form (§ 126b BGB). This also applies to the cancellation of this text-form requirement. Individual agreements remain unaffected (§ 305b BGB).

(5) Severability: Should individual provisions of these Terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the statutory rule. The same applies to any gaps in these Terms.

(6) The Client agrees that the Contractor sends invoices, reminders and other business declarations exclusively in electronic form (email).