Terms and conditions

Section 1 Scope

These General Terms and Conditions apply to all business relationships between Flexary (hereinafter "I" or "Provider") and my clients (hereinafter "Client") in the version valid at the time the contract is concluded.

Business customers only (B2B): Offers and services are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (natural or legal persons or partnerships with legal capacity acting in the exercise of their commercial or independent professional activity when concluding the contract). Contracts with consumers within the meaning of Section 13 BGB are not concluded. By enquiry or order the Client confirms that they act as an entrepreneur. If it later turns out that the Client is a consumer, I may withdraw from or extraordinarily terminate the contract; services already rendered remain subject to remuneration.

Section 2 Subject of the Contract

I offer the following services:

• Custom development of websites and web applications
• Conception, modernisation and relaunch of existing web presences
• Individual project pricing – on request with interest-free instalments and retention of rights until full settlement
• Technical consulting and maintenance/security updates of the developed code (bookable monthly or – with instalments – as a mandatory contractual component)
• Provision of webspace managed by me (located in Germany) during project development and – as a technically necessary ancillary service – on an ongoing basis where code care has been agreed or during instalment payments; alternatively migration to a third-party provider chosen by the Client after full payment

Section 3 Conclusion of Contract

The contract is concluded upon written confirmation (email is sufficient). Verbal agreements require written form to be effective.

Section 4 Scope of Services

4.1 Web Development

I develop tailor-made web projects according to the agreed requirements. The scope of services is defined in detail in the respective project contract.

4.2 Fees and Payment

The fee is calculated individually based on the agreed scope of services and is offered in writing prior to order confirmation. Any deviations (e. g. additional features or scope extensions) are offered and agreed separately.

Project fee (one-off payment): The agreed fee becomes due according to the milestones set out in the offer. Upon full payment and handover, the Client receives the agreed usage rights to the developed solution and the source files to the agreed extent.

4.2a Interest-free instalments with retention of rights

On request, the project fee may be paid in interest-free instalments. The term, instalment amounts, due dates and the scope of accompanying code care are bindingly set out in the offer or project contract. No interest surcharge applies.

Legal nature: Instalment payment is staged payment of the work fee with retained usage and handover rights (retention of rights). It is not the rental of a finished good and not classic hire-purchase of movable property under sales law. Until full settlement, neither ownership nor exclusive usage rights in the project transfer to the Client.

Two phases:

• Development phase: creation of the agreed solution; remuneration goes toward the work performance.
• Instalment/operation phase: until settlement, operation on my webspace with accompanying code care; each instalment remunerates development rendered to date as well as ongoing use and care – it is not a mere deposit toward a subject matter acquired only later.

During instalment payments:

• The project remains on my managed webspace (located in Germany).
• The Client receives only a simple, non-exclusive and revocable right to use the online presence as intended (operation/preview).
• Handover of source files and grant of the final agreed usage rights take place only after full payment of all instalments and any ancillary claims.
• Code care (security updates, operation on my webspace, ticket support within the agreed scope) is a paid mandatory contractual component during instalments. Amount and scope follow from the offer; without this component, instalments are not available, because until settlement the project must run and be maintained in my environment.
• There is no entitlement to migration to a third-party provider, to export of source files or to surrender during instalments.

Full settlement: Upon receipt of the final instalment and clearance of all open claims, the Client receives the agreed usage rights and the source files. Afterwards, code care may be booked separately on a monthly basis (see Section 4.3) or omitted; if omitted, a migration will be arranged on request.

Default / missed instalments: If due instalments or accompanying code care remain unpaid for more than 14 days, I may suspend operation and further services. In the event of continued default (more than 60 days) or serious refusal to pay, I may terminate the contract for cause. Consequences of termination for cause due to payment default:

• The simple right of use ends; the online presence is taken offline or access is discontinued.
• Neither ownership nor exclusive usage rights in the project transfer to the Client.
• There is no entitlement to source code, export, migration or continued operation with a third-party provider.
• Amounts already paid are remuneration for development, use and care services rendered up to that point and are not refunded.

B2B only: I conclude instalment agreements exclusively with entrepreneurs (Section 14 BGB). Term, instalments and care scope are documented in the individual contract. Consumer contracts (Section 13 BGB) are excluded (see Section 1).

4.3 Technical Consulting & Code Care

After full payment / without instalments: Code care can be booked monthly – with no minimum term and no subscription lock-in. Each month is offered in advance as a fixed price for an agreed scope in writing and can be re-booked or skipped independently of the previous month. Typical scope: security updates to the developed code, performance optimisation, bug fixing, technical support via email and ticket, agreed response time. Work beyond the agreed scope is offered on request with a separate fixed price.

During instalments: Code care is a mandatory part of the instalment arrangement (see Section 4.2a) and is not “optional after handover”, because no handover takes place in that phase.

Webspace as a technically necessary ancillary service: Where code care is agreed (monthly or as an instalment component), the project runs on my managed webspace (located in Germany) as a subordinate, technically necessary ancillary service at no additional hosting fee. Background: security updates, backups, file and database access and error analysis require controlled access to the operating environment. If code care ends and the project is fully paid, free webspace provision also ends; a migration to a provider chosen by the Client will then be arranged in good time. I do not offer standalone hosting without code care.

4.4 Hosting and Domain

During project development and during instalments the project is provided on webspace managed by me (located in Germany). This serves development, preview, acceptance, operation until settlement and protection of source code not yet handed over. As long as the agreed fee has not been paid in full, source files are not handed over; there is no entitlement to migration in this phase.

After full payment the Client has the choice:

• The project remains on my managed webspace with booked code care (webspace as ancillary service, see Section 4.3).
• Migration to a third-party provider chosen by the Client; on request I will carry out the technical relocation (SSL setup, deployment, data transfer) for a separately agreed fee.

Domain: The domain is held by the Client directly with the registrar; ongoing domain fees and the contractual relationship exist exclusively between the Client and the registrar. On request I will advise independently and configure the domain technically for the project.

Without code care, the contractual maintenance obligation ends with the agreed handover or the statutory warranty period, unless otherwise agreed. The following may form part of code care:

• Regular security updates to the developed code
• Performance optimisation
• Bug fixing in the developed code
• Technical support via email or ticket
• Ongoing operation on my managed webspace as a technically necessary ancillary service (see Section 4.3)

Section 5 Payment Terms

All invoices are payable within 7 days of receipt, unless the offer sets different instalment dates. Payment is made by bank transfer to the account specified by me. Bank charges on the Client's side are borne by the Client; charges on the seller's side by the seller.

In the event of payment default of more than 14 days, I may suspend further services until settlement and withhold handover of source files and usage rights not yet delivered. In the event of continued default (more than 60 days) I may terminate the contract for cause. Accrued payment claims remain unaffected. For instalment consequences see Section 4.2a.

Section 6 Project Workflow

The project workflow is divided into the following phases:

1. Getting to know each other & strategy: Discussion of objectives and project planning
2. Design & feedback: Creation and refinement of the visual concept
3. Development & testing: Implementation and quality assurance
4. Launch & rights: Going live; with one-off payment, handover after payment; with instalments, operation under retention of rights until settlement, then handover

Section 7 Rights and Licences

Until full payment, all rights to the developed software remain with me. In that phase the Client only receives the simple usage right described in Sections 4.2a and 4.4. Upon full payment, the Client receives the agreed usage rights and the source files.

The respective licence terms (e.g. MIT, LGPL) apply to any open-source libraries used. The Client must comply with these licences and retain the corresponding licence texts when redistributing the software.

Section 8 Warranty and Liability

I warrant the functionality of the developed solution at handover or – with instalments – at the agreed release for operation. Liability for commercial success or revenue expectations is excluded.

Defects will be remedied within a reasonable period. My liability is limited to intent and gross negligence. For slight negligence I am only liable for breach of essential contractual obligations and limited to foreseeable damage.

Section 9 Support and Response Times

I provide ticket-based technical support with the following response times:

• Critical incidents: within 24 hours
• Important incidents: within 5 business days
• Normal enquiries: within 14 business days

Section 10 Data Protection

The processing of personal data takes place in accordance with the GDPR and applicable data protection laws. The Client is responsible for the lawfulness of the data they provide. A separate data processing agreement will be concluded where required.

Section 11 Contract Term and Termination

Project contracts end upon agreed delivery and acceptance or – with instalments – upon full settlement and handover, unless otherwise agreed.

Monthly code care after handover does not auto-renew: each agreed month is booked separately. During instalments, code care is tied to the instalment agreement and ends when that agreement ends or is settled, unless a new monthly booking follows.

In the event of payment default of more than 14 days, I may suspend further services until settlement. In the event of continued default (more than 60 days) I may terminate the contract for cause.

Section 12 Final Provisions

German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is my registered place of business in Unna, Germany. Amendments must be made in writing. Should individual provisions be invalid, the remainder of the contract remains in force.

Section 13 Confidentiality

Both parties undertake to maintain the confidentiality of all information received in the course of the cooperation. This obligation continues for 5 years after the end of the contract.