General Terms and Conditions

1 Scope of Application
(1) These General Terms and Conditions (hereinafter referred to as “GTC”) in their applicable version apply exclusively to all business relationships between the customer and Web Bakery GmbH, represented by the Managing Director Ilia Kian, located at Am Wäldchen 16, 53340 Meckenheim, Germany, unless differing agreements have been expressly made in writing. They also apply to consulting services, information, and system administration.
(2) These GTC apply to all offers, agreements, and services between the client and Web Bakery GmbH for the duration of the entire business relationship, even if not explicitly agreed upon. Deviations from these GTC must be made in writing.
(3) Web Bakery GmbH reserves the right to change, supplement, or revoke these GTC, including all attachments, at any time. Conflicting terms of the customer will not be recognized unless Web Bakery GmbH has expressly agreed to them in writing.

2 Formal Requirements
The term “written” within these GTC also includes communication via email or fax.

3 Contract Conclusion
(1) The contract is generally concluded by the customer’s acceptance of Web Bakery GmbH’s written offer; at the latest, it is concluded by the actual provision of services by Web Bakery GmbH.
(2) Web Bakery GmbH may use third parties to fulfill contractual obligations.
(3) When entering into a maintenance contract, the client commits to requesting an offer from Web Bakery GmbH for any changes or extensions during the contract term. If the client commissions another company for such changes, they must inform Web Bakery GmbH of the content of that commission. Provided materials will be returned to the client upon termination of the maintenance contract.

4 Deadlines and Dates
(1) Deadlines and dates are only binding if confirmed in writing by Web Bakery GmbH. They may be extended appropriately if an unforeseeable and temporary impediment occurs that is not attributable to Web Bakery GmbH.
(2) If the client fails to meet their obligations to Web Bakery GmbH, the deadlines will be delayed by at least the duration of the delay.
(3) Downtime caused by the client will be billed. This also applies to interruptions and early termination of the order for reasons not attributable to Web Bakery GmbH.

5 Acceptance
(1) The service is deemed provided upon receipt of the written readiness notice unless the client refuses acceptance in writing within two weeks. Use of the service implies acceptance. Refusal is only permitted if the work significantly deviates from the contract or does not meet quality standards. Deviation due to the client’s instructions or approved changes is not grounds for refusal.
(2) Obvious defects must be reported within two weeks of the readiness notice.
(3) Web Bakery GmbH will inform the client of these consequences during service provision.

6 Duties of Cooperation and Notification
(1) The client must provide necessary technical and content requirements. If these are insufficient, Web Bakery GmbH may withdraw from the contract.
(2) After completion of services, the client must take appropriate security measures unless otherwise agreed.
(3) Defects discovered after service provision must be reported immediately.
(4) The client must inform Web Bakery GmbH of changes to their address, email, or banking details promptly.

7 Change Request Process
(1) Both parties may initiate a change request procedure.
a) Requests must be submitted in writing.
b) Web Bakery GmbH will review feasibility and costs.
c) Results will be communicated with an offer.
d) The client decides whether to accept the offer.
e) If a change is unfeasible, Web Bakery GmbH will inform the client.
(2) Unless otherwise agreed, the following hourly rates apply:
– Project Manager: €130/hour
– Senior Developer: €95/hour
– Developer: €50/hour

8 Copyright and Usage Rights
(1) The client must ensure they have the rights to the materials provided.
(2) Web Bakery GmbH retains rights to all content and tools it creates.
(3) Web Bakery GmbH grants limited rights to use the work online upon final payment and release. Source code remains with Web Bakery GmbH.
(4) Use beyond the agreed purpose or by third parties requires written permission.
(5) The client indemnifies Web Bakery GmbH against third-party claims based on provided materials.

9 Payment Terms
(1) Invoices are due upon receipt and payable within ten days without deductions.
(2) Partial payments are due upon partial acceptance.
(3) Objections to invoices must be made in writing within ten days.
(4) Cost increases not covered by change requests will be communicated; the client may withdraw from the contract.
(5) Deliverables remain property of Web Bakery GmbH until fully paid.

10 Payment Default / Offsetting / Retention
(1) Web Bakery GmbH may charge default interest of 9% above the base rate, but at least 12%, upon default.
(2) If payment is not made, Web Bakery GmbH may withhold services and terminate the contract after a warning.

11 Service
(1) Maintenance work must be performed by Web Bakery GmbH and is billed separately.
(2) If a CMS is provided, the client is responsible for its maintenance in designated areas.

12 Warranty and Liability
(1) The client is responsible for errors resulting from their instructions.
(2) Defects must be reported immediately; otherwise, warranty claims are void.
(3) Web Bakery GmbH is not liable for the legality of content.
(4) Web Bakery GmbH is not responsible for third-party information or damages caused by others.
(5) Web Bakery GmbH’s liability only applies under specific conditions (intent, gross negligence, injury, or breach of cardinal obligations).
(6) Liability is limited to foreseeable damages in most cases.
(7) Claims expire after one year.

13 Third-Party Services
(1) Web Bakery GmbH may act on behalf of the client for third-party purchases.
(2) For domain and server reservations, Web Bakery GmbH becomes the contractual partner of the provider.

14 Performance Obligation
The obligation to provide services depends on timely and proper delivery by third parties unless Web Bakery GmbH was grossly negligent in selecting them.

15 Additional Service Charges
Web Bakery GmbH may charge for:
– Domain/server rentals
– Hardware procurement
– Diagnosing user-caused issues
– Unfounded error reports

16 Early Termination / Damages / Withdrawal
(1) If the client cancels without valid reason or prevents performance, they must reimburse incurred costs.
(2) Web Bakery GmbH may also demand 10% of the agreed fee as a lump-sum damage payment.

17 Extraordinary Termination
Both parties may terminate the contract without notice for good cause, including illegal or unethical use of services.

18 Client Liability
(1) The client is liable for damages caused in their area of responsibility.
(2) If services are shared with third parties, the client bears liability.
(3) The client is responsible for illegal content or services.
(4) The client indemnifies Web Bakery GmbH from third-party service-related liabilities.

19 Data Protection and Confidentiality
(1) The client agrees to data processing necessary for contract execution.
(2) Both parties agree to maintain confidentiality for three years beyond contract termination.
(3) Confidential information includes marked documents and sensitive know-how.
(4) Exceptions apply if information was already known, publicly available, or lawfully received from third parties.
(5) Both parties will comply with data protection laws.

20 Credit Check and Security
(1) Web Bakery GmbH may check the client’s creditworthiness.
(2) If doubts arise, a security deposit may be required.
(3) If the client refuses, the contract may be declined.

21 Final Provisions
(1) Place of performance and jurisdiction is Bonn, Germany.
(2) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(3) If any provision is invalid, the rest remains in effect; a valid replacement provision shall be agreed upon.