Terms & Conditions

You'll provide me with everything I need to successfully complete the project — content, assets, feedback, and approvals, all within the agreed timeframes. You'll meet your deadlines, and if delays on your end hold things up, the timeline shifts and additional costs may arise. You'll stick to the payment schedule and may cancel the project under certain conditions. And of course, anything confidential stays between us.

I'll handle your project with care, skill, and respect for your time. My time is reserved exclusively for your project, and I'll stay available and keep you in the loop throughout. I'll meet my deadlines and provide the tools for you to review my work, share feedback and give approvals. Once everything's paid, the finished work is yours to use. My underlying tools, source files and proprietary frameworks, however, stay with me. After completion, I may feature the project in my portfolio, but confidential information is safe with me.

These conditions, together with the proposal, form a legally binding contract between us. It is concluded between me, Jaro Quastenberg, and you, the client addressed in the proposal. You can enter into this contract on behalf of yourself, your company or your organisation and by accepting, you confirm that you are authorised to do so.

By submitting the "Sign & Confirm" form at the end of the proposal page, you confirm that you have had the opportunity to read these terms and conditions in full before accepting. You agree to accept the proposal and a legally binding contract is created.

Unless agreed otherwise in writing, the proposal is effective for 14 days after sending it to you. If you haven't accepted it within this period, it will expire and may need to be modified.

I don't want to limit your ability to change your mind. So in case you would like to make changes to the project scope after signing the proposal, I will provide a separate quote for that. However, this may result in additional costs and schedule changes.

At Any Time

You are free to cancel the project at any time, for any reason (in accordance with § 648 BGB).

In this case, you'll pay the full remaining proposal value, minus any expenses I saved as a result of the cancellation. I'll provide an itemised breakdown of saved expenses upon request. You are free to demonstrate that my actual savings were higher.

If I Fall Short

If I seriously fail to meet my obligations under this contract, you reserve the right to cancel the project for good reason (in accordance with § 648a BGB). This could be the case if I repeatedly miss agreed deadlines (see Section 03.03), repeatedly fail to respond to communications within reasonable timeframes, consistently deliver work that doesn't match the agreed specifications, or cause comparable disruptions of similar severity. However, this only applies if you have notified me in writing first, clearly describing the issue, and the situation hasn't improved within 5 working days.

In this case, you'll pay for the work I've actually performed up to the point of cancellation. This includes any approved (or deemed approved, see Section 04.03) milestones or deliverables, and a proportional share of any deliverables I've started working on, calculated based on the documented progress. Work that hasn't been started yet is not included.

If You Fall Short

If you seriously fail to meet your obligations under this contract, I reserve the right to cancel the project for good reason (in accordance with § 648a BGB). This could be the case if you repeatedly miss agreed deadlines (see Section 03.03), repeatedly fail to respond to communications (see Section 04.03), make it impossible to move forward after a reasonable number of revision loops (see Section 04.04), refuse to approve or reject deliverables without a stated reason, or cause comparable disruptions of similar severity. However, this only applies if I have notified you in writing first, clearly describing the issue, and the situation hasn't improved within 5 working days.

In this case, you'll pay for the work I've actually performed up to the point of cancellation. This includes any approved (or deemed approved, see Section 04.03) milestones or deliverables, and a proportional share of any deliverables I've started working on, calculated based on the documented progress. Work that hasn't been started yet is not included. If your failure caused me any additional financial loss, I reserve the right to claim that as well (in accordance with § 280 BGB).

In the event that either of us fails to perform any obligation under these Terms due to an "act of God", governmental restrictions, cyberattacks, failure of critical infrastructure providers, pandemics, terrorism, war, accident, serious illness, or any other cause beyond our control, such failure shall not be considered a breach of contract.

If you're a company or organisation (B2B), the absence of your contact person (see Section 03.01) does not qualify as force majeure, as a replacement can be appointed. For individual clients (B2C) without employees, a personal illness may qualify as force majeure, if no reasonable alternative is available.

Please note that only deliverables that are included in the proposal will be provided. If any verbal agreements have been made, we will include them in writing. Written form includes emails or chat messages (in accordance with § 126b BGB).

To streamline communication, you will assign a single contact person to be my exclusive point of contact for the project. This person is authorised to provide feedback, make decisions, and give approvals on your behalf. They must be available to respond to project-related communications within the response times in Section 04.03.

If your contact person changes or becomes unavailable, you must notify me in writing and name a replacement. Until I receive such notice, I'll treat any feedback or approval from the last known contact person as valid.

Delays caused by the unavailability of your contact person are treated as delays on your side (see Section 03.03 and 04.03).

I'll provide you with the tools and platforms you need to review my work, share feedback, and give approvals throughout the project. This includes access to collaboration platforms, design prototypes, staging environments, or other relevant project tools.

Unless otherwise agreed in writing, access provided for the duration of the project is temporary and will be revoked or set to read-only after project completion or cancellation.

You are expected to use these tools for all project-related communication (e.g. questions, feedback, or approvals) to ensure everything is properly documented.

In the proposal, I may specify deadlines to which we are bound. If either of us fails to meet these targets, the following rules will apply — unless the delay is caused by force majeure (see Section 02.05) or by outstanding tasks on the other party's side. The day of sending does not count towards any deadline (in accordance with § 187 Abs. 1 BGB).

You

If you fail to meet an agreed deadline (e.g. providing required content or files), the overall project timeline will be extended by the resulting delay. I will send you a written reminder, and if the deadline is still not met within 3 working days of the reminder, I reserve the right to charge a standby fee of up to 50% of the daily rate (based on 8 hours, at the hourly rate set out in the proposal) for each additional full working day to compensate for the time I have reserved exclusively for your project and could not allocate to other clients (in accordance with § 642 BGB). The fee will be reduced by any income I earned from other work during the standby period. The reminder will explicitly state the conditions under which the standby fee applies. You are free to demonstrate that my actual loss was lower.

If your task is not completed within 5 working days of the original deadline or you disregard a second deadline, I reserve the right to cancel the project for good reason (see Section 02.04).

Any additional work that directly results from such a delay (e.g. reworking completed tasks, resolving conflicts between project phases, or additional coordination efforts) will be charged at the hourly rate set out in the proposal, based on actual and documented time spent.

Me

If I fail to meet an agreed deadline (e.g. delivering designs) due to reasons within my control, I will notify you immediately and propose a revised schedule.

If the delay exceeds 5 working days, you are entitled to a discount of 5% of the affected milestone's value for each additional full week (5 working days) of delay, up to a maximum of 20%.

If my task is not completed within 10 working days of the original deadline or I disregard a second deadline, you reserve the right to cancel the project for good reason (see Section 02.04).

The above does not apply to delays caused by force majeure (see Section 02.05) or delays resulting from outstanding tasks on your side.

You are responsible for providing the content, files, access credentials, and other materials I need to successfully complete the project. This includes access to any relevant accounts, platforms, or systems (e.g. hosting, domain, or analytics).

I may engage qualified subcontractors to assist with parts of the project. Where subcontractors are planned from the start, they will be named in the proposal. If the need for a subcontractor arises during the project, I will notify you in advance. In both cases, I remain your only contractual partner. I am fully responsible for their work and ensure they comply with the same confidentiality and data protection obligations.

For core creative work (e.g. main design concepts or key development tasks), I will seek your approval before engaging a subcontractor. For supporting tasks (e.g. coding assistance, testing, or technical setup), prior notification is sufficient.

For the duration and for a period of 3 years after completion of the project, we both commit ourselves to not share any confidential information about the other side with third parties, or to use that information in any other way. This covers things like payment details, project timelines, internal processes, or business strategies.

It does not apply to disclosures made to professional advisors (e.g. lawyers or accountants) who are themselves bound by confidentiality, the visual appearance of the completed project (see Section 03.07), information that is already publicly known, or to information that must be disclosed by law or court order.

I love to show my work, and unless agreed otherwise in writing, I reserve the right to display all aspects of my creative work, including sketches, work-in-progress designs and the completed project in any way. This may be across multiple platforms, like my website, social media or in online articles, magazines or books. Anything confidential about your business stays out of these presentations, of course.

Unless agreed otherwise in the proposal, I will place a discreet referral link to my own website (e.g. "with ♥ by jaro.io") on the site I build for you, preferably in the footer of each page. In addition, I will add a single non-visible developer comment at the very beginning of each page's code, which has no functional impact and can't be seen by regular site visitors.

If you'd prefer not to have these in place, just let me know before signing the proposal and I'll note it there. If you'd like it removed after the proposal has been signed, it will be charged at the hourly rate set out in the proposal, based on actual and documented time spent, like any other change request (see Section 02.03).

The following terms are used throughout this contract. Their specific meanings are defined here.

Deliverable

An individual task within a milestone, as defined in the proposal. This can be a visible result (e.g. the homepage design) or a preparatory task (e.g. setting up the Content Management System).

Milestone

A group of related deliverables that together form a project phase. Typical examples include Design, Front-End, Back-End, and Launch — but the actual milestones for your project are defined in the proposal.

Completion

A deliverable or milestone is "completed" when I've finished the work on my end and shared it with you for review. From this point, your response is needed to move forward. "Completed" does not mean "approved"; it means "awaiting review".

Approval

Your written confirmation that a deliverable or milestone meets the requirements set out in the proposal. Once something is "approved", it's considered "done". For deliverables, this means I move on to the next step. For milestones, this closes the project phase (see Section 04.02).

Working Days

Working days are Monday to Friday, excluding public holidays where you are based. If you are based outside of Germany, please let me know which public holidays apply at least 5 working days in advance — otherwise, German public holidays will apply.

Deliverables

I work through your deliverables, as defined in the proposal, one by one. If I need your input along the way — for example to clarify content, requirements or preferences — I'll reach out. The response times in Section 04.03 apply.

Once a deliverable is completed, I'll share it with you for feedback. Please review it and let me know if it meets your expectations. If everything looks good, we go straight to approval. If you'd like changes, let me know what needs adjusting — with enough detail for me to understand what you're looking for. The response times in Section 04.03 apply.

I'll then revise the deliverable and share the updated version with you for another round of review. Every time I do, the response times in Section 04.03 apply again. Each deliverable includes a fixed number of revision rounds (see Section 04.04). Once all rounds are used, the deliverable needs your approval. Any further changes beyond that will involve additional costs (see Section 04.04).

Your approval is a written confirmation that the deliverable meets the agreed requirements. If I don't hear back within the agreed timeframe, the deliverable is considered approved automatically (see Section 04.03).

Some deliverables — such as technical setups, CMS configuration, or similar preparatory work — don't typically require a formal review. I'll let you know when these are completed and continue with the next deliverable. You're welcome to review these deliverables within the response times in Section 04.03. If you don't, they are considered approved automatically (see Section 04.03).

Milestones

Once all deliverables within a milestone have been approved, the milestone is complete. I'll let you know and ask for your approval of the milestone as a whole — a written confirmation that the entire phase meets the agreed requirements.

The response times in Section 04.03 apply. If I don't hear back within the agreed timeframe, the milestone is considered approved automatically (see Section 04.03).

Once a milestone is approved, the warranty period for that phase begins (see Section 10.01). If a payment is linked to that milestone in the proposal, the corresponding invoice will be sent.

Response Times

Unless agreed otherwise in writing, you are expected to provide feedback within 3 working days of receiving a deliverable, question or request. The day of sending does not count (in accordance with § 187 Abs. 1 BGB).

For requests requiring your approval: If no response is received within this period, I will send a written reminder. If no response is received within 2 working days of the reminder, the deliverable is considered approved automatically (deemed approval, in accordance with § 640 Abs. 2 BGB). The reminder will explicitly state the conditions under which deemed approval applies. Deemed approval does not affect your legal warranty rights (see Section 10.01).

For requests requiring your input: If no response is received within this period, I will send a written reminder. If no response is received within 2 working days of the reminder, the delay rules set out in Section 03.03 apply. The reminder will explicitly state the conditions under which the delay rules apply.

These timeframes reflect the iterative nature of digital design and development, where deliverables are intentionally kept small, and reviewed incrementally to allow for short feedback cycles. For more complex deliverables, I may set a longer review period individually.

Revisions

I aim for the best possible result and want to give you enough room for adjustments. However, to maintain project momentum, and unless agreed otherwise in writing, each deliverable includes up to 2 rounds of revisions. Additional rounds will be charged at the hourly rate set out in the proposal, based on actual and documented time spent. I will notify you about these costs before they arise.

Payment Schedule

Unless agreed otherwise in writing, I reserve the right to invoice my services in multiple stages. If no payment schedule is defined in the proposal, invoicing will be split equally into three payments: upon signing, at the project midpoint, and upon completion (just before delivery or launch).

Currency

The proposal is quoted in Euro (€) and payments must be made in Euros. If your bank requires a currency conversion, you are responsible for any associated fees and exchange rate differences. The amount received in my account must match the invoiced Euro amount.

VAT

All prices are quoted net of VAT, which will be added at the applicable legal rate. For business clients (B2B) within the European Union (outside Germany), the reverse charge mechanism may apply.

Due Date

Unless agreed otherwise in writing, invoices must be paid via bank transfer and within 14 days upon receipt. A payment is considered received when the full invoiced amount has been credited to my bank account. The appropriate account details will be listed on each invoice.

Late Payment

I may put you in default at any point after the due date by sending you a written payment reminder (in accordance with § 286 Abs. 1 BGB). For business clients (B2B), default also takes effect automatically if payment is not received within 30 days of the due date and receipt of the invoice, without the need for a separate reminder (in accordance with § 286 Abs. 3 BGB).

Once you are in default, I reserve the right to charge interest on the overdue amount at the statutory rate (in accordance with § 288 BGB). For reference, this is currently around 11% per year for business clients (B2B) and around 7% per year for private clients (B2C). The exact rate is adjusted every six months and published by the German Federal Bank.

If the default causes me any additional financial loss, I reserve the right to claim that as well (in accordance with § 280 BGB). For business clients (B2B), this includes a flat-rate recovery fee of 40€ per overdue invoice (in accordance with § 288 Abs. 5 BGB), which will be credited against any further documented recovery costs.

Unless agreed otherwise in writing, the price quoted in the proposal covers my services only and does not include external costs such as software licences, software subscriptions, hosting fees, domain registrations, stock imagery, fonts, or other third-party services.

If external costs are known at the time of the proposal, they will be listed in the proposal. Any additional external costs that arise during the project will be communicated to you in writing before being billed or spent.

You are responsible for maintaining any accounts, subscriptions or licences required for the ongoing operation of your project after completion (e.g. CMS, hosting, or analytics tools). If a third-party service changes, is discontinued, or introduces new fees, any required adjustments to your website may involve additional costs.

Travel Time

Travel time is calculated with a factor of 0.5. So if I travel two hours for the project, one hour will be charged at the hourly rate set out in the proposal.

Travel Expenses

Travel expenses will be charged upon agreement with you and according to actual costs. In addition, the following maximum rates apply: car (0.60€/km), train (2nd class), flight (economy), hotel (up to 200€ per night) and meals (up to 75€ per day).

You need to supply graphics (e.g. logos or icons) in an editable, digital vector format (e.g. SVG or EPS), and images (e.g. pictures or backgrounds) in a high-resolution digital pixel format (e.g. JPG or PNG).

Unless agreed otherwise in writing, I am not responsible for purchasing or licensing fonts used in the design. If the design requires commercial fonts, the licensing costs are at your own expense (see Section 05.02).

I design responsive websites with adaptive layouts for components and pages across various breakpoints.

Desktop designs are created for every page listed in the proposal. Mobile designs are created for all primary, secondary, and dynamic pages listed in the proposal. Tablet designs are not included by default, and are only created for individual sections or components that require a dedicated tablet layout (e.g. complex grids, layered content, or interactive elements). Additional tablet designs can be requested at extra cost.

The final design deliverables include screen exports (e.g. PDF). Should the project be implemented by an external developer, the scope also includes individual assets in web-ready formats (e.g. SVG or PNG). Specific deliverable formats may be defined in the proposal.

The underlying design source files (e.g. project files, component libraries, or design systems) are not included and remain my exclusive property (see Section 09.01).

The above also applies if the project is cancelled before all milestones have been approved (see Section 02.04). In this case, you will receive all completed deliverables and any work in progress, in their current state. My retention right (see Section 09.01) remains unaffected.

Unless agreed otherwise in writing, it is your responsibility to create and enter text, images, and other content into the final website. However, I do include basic demo content so you can get a feel for the website.

This point only applies if a Content Management System (CMS) is included in the proposal.

I integrate a CMS for you to manage and update your website content independently. I recommend a platform based on your requirements and we'll list our agreed choice in the proposal.

Once the CMS integration is completed, I provide a hands-on introduction and walkthrough covering the key features so you feel comfortable using it on your own.

Additionally, I provide a 14-day free support window to answer CMS-related questions after this step is completed. Any requests made after this period may involve additional costs. This does not affect your legal warranty rights (see Section 10.01).

Any CMS costs (e.g. licenses or subscriptions) are at your own expense (see Section 05.02).

Your website may rely on third-party services such as payment providers, email services, analytics tools, or APIs. While I handle the initial integration, I am not responsible for the availability, functionality, or terms of these services.

Any costs for third-party services (e.g. licenses or subscriptions) are at your own expense (see Section 05.02).

Responsiveness

I develop responsive websites with adaptive layouts for components and pages across various breakpoints (480px, 768px, 992px, 1280px, 1440px, 1920px).

I test thoroughly and address all bugs and issues I find during development. However, I cannot guarantee that every possible edge case will be caught. You may report any responsiveness issues you come across, and I will address them.

Additionally, I provide a 14-day free support window to address any responsiveness issues after this deliverable is approved. Any requests made after this period may involve additional costs. This does not affect your legal warranty rights (see Section 10.01).

Browser Compatibility

I test my work in the following major browsers: On desktop, this includes Safari (Apple), Chrome (Google), Firefox (Mozilla), and Edge (Microsoft). On mobile, this includes Safari (Apple) on iOS and Chrome (Google) on Android. Browser versions released up to two years prior to the project start date are covered.

I test thoroughly and address all bugs and issues I find during development. However, I cannot guarantee that every possible edge case will be caught. You may report any compatibility issues you come across, and I will address them.

Additionally, I provide a 14-day free support window to address any compatibility issues after this deliverable is approved. Any requests made after this period may involve additional costs. This does not affect your legal warranty rights (see Section 10.01).

I apply established performance optimisation techniques to support fast loading times — such as code minification, lazy loading, and caching strategies. However, actual page speed depends on many factors beyond my control, including your hosting environment, the content you add, and any third-party scripts or services integrated into the site. This is why I do not guarantee specific loading times or performance scores unless explicitly agreed in the proposal.

The websites I develop are built with technical SEO in mind. This includes clean, semantic HTML, proper heading structure, meta tags, image optimisations and accessibility for search engines.

However, I cannot guarantee improvements to your website's search engine ranking, as this depends on many factors beyond development (e.g. content quality, backlinks, or competition). Unless agreed otherwise in writing, content strategy and ongoing SEO work are not part of my services.

This point only applies if hosting services are not included in the proposal.

You are responsible for choosing a hosting provider and keeping your hosting active. I am not responsible for downtime or data loss caused by your hosting provider. Unless agreed otherwise in writing, I am also not responsible for any hosting setup or management.

Any hosting costs are at your own expense (see Section 05.02). I am happy to recommend a suitable provider if needed.

The final development deliverables include the production-ready website. To give you a clear picture of what you receive, here's how it breaks down.

Front-End

The Front-End is the part of your website that runs in the browser. It handles everything visitors see and interact with, and consists of two layers.

Code for structure and styling (e.g. HTML and CSS) controls things like layout, design, and visual appearance of your website, and is delivered as open, readable source code. It can be maintained and modified independently by you or a third-party developer.

Code for interactivity (e.g. JavaScript) handles things like animations, dynamic content, form validation, and server requests, and is delivered as a compiled, minified bundle. The bundle is fully functional for the operation of your website. It is built on proprietary frameworks and libraries (e.g. a system for managing interactive components like carousels, forms, or accordions), which I develop independently and use across multiple client projects (see Section 09.01). For this reason, it is not intended for independent modification by you or a third-party developer.

For information on source files and buy-out options, see Section 09.01.

Back-End

The Back-End is the part of your website that runs on the server. It handles things like content management, form processing, and database interactions. Back-end code (e.g. PHP) is delivered as open, readable source code. It can be maintained and modified independently by you or a third-party developer.

General

The above also applies if the project is cancelled before all milestones have been approved (see Section 02.04). In this case, you will receive all completed deliverables and any work in progress, in their current state and format as described above. My retention right (see Section 09.01) remains unaffected.

If the deliverables include open-source components, I will provide a list of all open-source licenses used upon request.

Unless agreed otherwise in writing, your website will be hosted on a shared server alongside other client projects. If your project requires a dedicated server or a specific server location, this can be arranged separately and may involve additional costs. The underlying server infrastructure is provided by a professional hosting provider.

Unless agreed otherwise in writing, I will perform maintenance once per month. Maintenance includes minor software updates and security patches for the Content Management System (CMS) and server software, as well as general server health checks.

Maintenance does not include major software upgrades (e.g. transitioning a CMS from one major version to the next). Major software upgrades will be quoted and billed separately.

I perform automated daily backups of your website, which are retained for 30 days. These backups are intended for disaster recovery and are managed by me. The backup infrastructure is provided by a professional cloud storage provider.

Unless agreed otherwise in writing, I will send you a complete copy of your website files and content once per month. This way, you'll always have an independent and up-to-date copy of your data.

As defined in the proposal, your hosting plan includes a specific amount of storage. If your website approaches or exceeds this limit, I'll let you know and we'll find a suitable solution together. However, this may result in additional costs.

The underlying server infrastructure is provided by a professional hosting provider with an uptime commitment of 99.99%. While I make every effort to maintain this level of availability, I cannot guarantee uninterrupted access at all times, as occasional maintenance or unforeseen technical issues may temporarily affect your website. I target an uptime of at least 99.9% (measured monthly, excluding scheduled maintenance).

Scheduled Maintenance

I will notify you at least 48 hours in advance of any planned maintenance that may affect availability. Maintenance windows will be scheduled outside of your typical business hours where possible. In urgent cases, such as security vulnerabilities or critical server issues, I reserve the right to perform maintenance without prior notice and will notify you immediately afterwards.

Unscheduled Downtime

In case of unscheduled downtime, I will begin troubleshooting within 4 hours of becoming aware of the issue, provide status updates at reasonable intervals during extended outages, and restore service as quickly as reasonably possible.

Compensation

If monthly uptime falls below 99.9% due to issues within my control, you are entitled to a discount of 10% of that month's hosting fee for each additional 0.5% of downtime, up to a maximum discount of 50% of the monthly fee.

Exclusions

I am not liable for damages resulting from temporary unavailability caused by force majeure events (see Section 02.05), actions or failures of the underlying infrastructure provider, your own actions or content, or scheduled maintenance performed in accordance with this section. For other cases of unavailability, the liability provisions in Section 10.02 apply.

Bandwidth

Bandwidth is subject to fair use. If your website generates traffic levels that significantly affect server performance, I will notify you and we will find a solution together. However, this may result in additional costs.

Unless agreed otherwise in writing, hosting and maintenance fees are billed monthly. Invoices are subject to the payment terms set out in Section 05.01.

Recurring payments may be processed through a professional third-party payment provider. By subscribing, you agree to the payment provider's terms and conditions. You are responsible for keeping your payment method up to date. However, if a recurring payment fails, I will notify you.

If the payment remains outstanding for more than 14 days, I will send a written payment reminder. If no payment is received within 7 days of the reminder, I reserve the right to suspend hosting services until the balance is settled (see Section 09.01). The reminder will explicitly state the conditions under which suspension applies. I will restore services within 24 hours of receiving the outstanding payment.

Either party may cancel the hosting agreement by giving written notice before the end of a calendar month. The cancellation takes effect at the end of the following calendar month. Written notice via email is sufficient.

Upon termination, I will provide you with a final copy of your website files and content within 14 days. After this handover, all data on the server will be permanently deleted within a reasonable timeframe. If there are outstanding invoices at the time of termination, I reserve the right to withhold the final data delivery until the balance is settled (see Section 09.01).

You are responsible for ensuring that the content hosted on your website complies with all applicable laws. I reserve the right to suspend or remove content that is illegal, harmful, or violates third-party rights, after notifying you where reasonably possible.

You are also responsible for keeping all login credentials and access data secure, and for any changes made to the website through the Content Management System (CMS).

If your website collects or processes personal data (e.g. through contact forms or user accounts), we will need a separate Data Processing Agreement (DPA) as required by data protection law (Art. 28 GDPR). I will provide this before the website goes live.

Unless agreed otherwise in writing, the server is located within the European Union. Backups may be stored with a provider whose servers are located outside the European Union. Where data is stored or processed outside the European Union, I make sure this is covered by approved legal safeguards — such as Standard Contractual Clauses (SCCs) adopted by the European Commission (Art. 46 Abs. 2 GDPR), or because the country in question has been officially recognised as having adequate data protection standards (Art. 45 GDPR).

Full details on sub-processors, their locations, and the specific safeguards in place are included in the Data Processing Agreement (DPA).

You're responsible for making sure your website has a proper privacy policy, that you collect consents where needed (e.g. cookie consent), and that you handle any data subject requests. On my end, I'll only process personal data based on your instructions, keep things secure with appropriate technical and organisational measures, let you know right away if there's a data breach affecting your website, and help you meet your GDPR obligations when needed.

Usage Rights

Upon final payment of all invoices, you will receive an exclusive, transferable right of use for the final deliverables as described in the proposal. You may use these deliverables for the operation, maintenance, display, and promotion of the project described in the proposal — including on your own website, in your own marketing materials, across your own social media channels, and, where applicable, implementation by third parties (e.g. an external developer building a website based on the delivered designs). Use beyond this scope (e.g. for other projects, resale, or sublicensing) requires my prior written consent and may involve additional costs. The only exception is my right to display the work across multiple platforms, as described in Section 03.07.

Unless agreed otherwise in writing, the transfer of ownership does not include source files, working files, or any underlying tools and materials used to create the deliverables. These remain my exclusive property. For specifics on what is and isn't included in your deliverables, see Section 06.04 (Design) and Section 07.08 (Development). If you require access to source files (e.g. for independent further development), this must be agreed upon separately and may involve additional licensing fees ("Buy-out").

Proprietary Technology

Parts of the deliverables may be built upon proprietary tools, frameworks, or systems that I have developed independently and use across multiple client projects. These remain my exclusive property at all times and are not part of any ownership transfer, regardless of payment or project status.

Retention Right

Until all outstanding invoices are fully paid, I reserve the right to withhold deliverables and access to development environments (e.g. staging and production servers) corresponding to unpaid work (in accordance with § 273 BGB). Deliverables and access corresponding to work already paid for will be released regardless of outstanding payments for other work.

Non-Payment

If payment for an invoice is not received within 30 days of its due date despite a written reminder (see Section 05.01), the unpaid work and its deliverables remain my property and I may pursue legal remedies for payment collection. Work already paid for is not affected and will be released to you (see Sections 06.04 and 07.08).

After 6 months of continued non-payment, I may reuse non-confidential elements from the unpaid deliverables for other projects, provided that (a) your confidential business information is removed or anonymised, (b) the reused elements are modified so they are not directly recognisable as originating from your project, and (c) I notify you in writing at least 30 days before any such reuse. If you settle the outstanding balance within this period, I will not proceed with the reuse.

Of course, this does not apply if you've disputed the invoice in writing with stated reasons. In that case, the 6-month period won't begin until the matter is settled, whether we work it out between us or through a court decision.

The above does not affect my right to display the work in my portfolio as described in Section 03.07.

Restrictions

Our collaboration does not give you permission to use, modify, reproduce or borrow any designs, concepts, sketches or prototypes presented to you during the course of our project, except for the final delivered versions. All working materials and source files remain my exclusive property.

I am free to use these unused ideas for future work. Where a previously unused idea is similar to the final version, I will modify it so that it is not directly recognisable as being based on your project.

You

You guarantee that all elements of text, images or other assets you provide are either owned by you, or that you've got permission to use them. When you provide these things to me, you agree to protect me from any claim by a third party that I might be using their intellectual property.

Me

I guarantee that all elements of the work I deliver to you are either owned by me or I've got permission to use and provide them to you. When I provide these things to you, I agree to protect you from any claim by a third party that you might be using their intellectual property.

Once the project is completed, you should keep all delivered files in a safe place. While I typically retain copies for up to 12 months after project completion, I am not required to do so indefinitely, and you should not rely on me as your only backup.

I warrant that the deliverables will substantially conform to the specifications set out in the proposal at the time of completion.

The warranty period begins separately for each milestone, starting from the date of its approval. For business clients (B2B), each milestone carries a warranty period of 12 months. For private clients (B2C), each milestone carries a warranty period of 24 months. If the project launch is delayed for reasons on your side, the warranty period still begins at approval and is not extended.

If a defect is found within the warranty period, please report it in writing within 14 days and I will fix it within a reasonable timeframe at no extra cost. Late reporting does not remove your warranty rights, but may affect my ability to investigate and fix the issue, and could be considered when assessing shared responsibility.

The following are not considered defects:

(a) issues caused by content or changes made by you or third parties after delivery,
(b) issues caused by your own hosting environment, unless I provided the hosting myself,
(c) incompatibilities with browsers or devices released after project completion, and
(d) minor visual inconsistencies across browsers that do not significantly affect functionality or usability.

I make sure that any third-party components I select (e.g. CMS, plugins) are suitable for the intended purpose at the time of delivery. That said, I'm not responsible for changes, deprecations, or security issues introduced by those providers after delivery. If your project includes hosting and maintenance services (see Section 08.02), routine updates to these components are covered as part of that service. If your project does not include hosting and maintenance services, keeping the CMS and its components up to date is your responsibility. Issues caused by outdated software that you were responsible for updating are not covered by this warranty.

I will carry out my work professionally and to the standard you'd expect from a qualified expert. That said, I can't guarantee that my work will be completely error-free.

Unlimited Liability

I am fully liable without limitation for damages caused intentionally or through gross negligence, for deliberately hiding known defects, and for any injury to life, body, or health.

Limited Liability

For damages caused by simple negligence, I am only liable if I breach a material contractual obligation ("Kardinalpflicht" in German). That means an obligation whose fulfilment is essential to this contract and that you can reasonably count on — such as actually delivering a functional website when that was promised, or protecting your confidential data. In such cases, my liability is limited to damages that were foreseeable and typical for this type of project, and never more than the total value of the proposal.

Indirect Damages

I am not liable for lost profits, lost savings, loss of data (unless I was responsible for backups and failed to make them), or other indirect or consequential damages — except in cases of unlimited liability as described above.

After Delivery

Once the deliverables have been approved and handed over, you're responsible for how they are used, maintained, and operated. This includes keeping software up to date (see Section 10.01), complying with applicable laws, and making regular backups.

This contract is governed by the laws of the Federal Republic of Germany.

If both parties are businesses (B2B), any legal disputes will be handled exclusively by the courts in Berlin, Germany. This also applies to business clients based outside of Germany, to the extent permitted by applicable international agreements. If you are a private individual (B2C), any legal disputes will be handled by the court responsible for your place of residence, as required by law.

We both agree to stick to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any of them.

Before pursuing legal action, both parties agree to attempt to resolve any dispute through direct negotiation within 30 days of written notice. If we can't find a solution within that time, either of us is free to pursue legal action.

Although the language of these terms is simple and informal, the intentions are serious and this contract is a legally binding document.

Transfer

Neither of us can transfer this contract to anyone else without the other's permission.

Priority

In the event of a conflict between the proposal and these terms, the proposal takes precedence. Finally, if any part of these terms turns out to be legally invalid or unenforceable, the rest of the contract remains fully in effect. The invalid part will be replaced by the relevant legal default under German law.

Phew. What a ride.