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.

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 instalment payments
• Technical consulting as well as maintenance and security updates of the developed code by agreement
• 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 maintenance has been agreed; alternatively migration to a third-party provider chosen by the Client

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: 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.

Instalment payment: On request, interest-free instalment payments are possible. The term, instalment amounts and milestones are bindingly recorded in the contract. No interest surcharge applies.

4.3 Technical Consulting & Code Maintenance

Technical consulting and maintenance of the developed code are – where agreed – concluded as a separate service relationship and billed as a fixed price based on the agreed scope in writing. The scope and conditions are set out in writing prior to engagement (including security updates to the developed code, performance optimisation, bug fixing, technical support via email and ticket, agreed response time). Adjustments beyond the agreed scope are offered on request with a separate fixed price.

Webspace as a technically necessary ancillary service: Where ongoing code maintenance has been agreed, the project is operated on my managed webspace (located in Germany) as a subordinate, technically necessary ancillary service at no additional charge. Background: security updates, backups, file and database access as well as error analysis can only reasonably be provided with controlled access to the operating environment. The provision of webspace is accessory to code maintenance and tied to its existence. If the code maintenance agreement ends, the free provision of webspace also ends; in that case a migration to a provider chosen by the Client will be arranged in good time. I do not offer a standalone hosting contract without code maintenance.

4.4 Hosting and Domain

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

After full payment the Client has the choice:

• The project remains on my managed webspace; where a code maintenance agreement is in place, operation is included at no additional charge as a technically necessary ancillary service to the maintenance (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; the ongoing domain fees and the contractual relationship exist exclusively between the Client and the registrar. On request I will independently advise on the choice and technically configure the domain for the project.

Without a separate maintenance agreement, the contractual maintenance obligation ends with the agreed handover or the warranty period, unless otherwise agreed. The following may be part of a maintenance agreement:

• 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 at no additional charge (see Section 4.3)

Section 5 Payment Terms

All invoices are payable within 7 days of receipt of the invoice. Payment is made by bank transfer to the account specified by me. Any bank charges incurred on the Client's side are borne by the Client. Any bank charges on the seller's side are borne by the seller.

In the event of payment default of more than 14 days, I am entitled to suspend further services until settlement and to withhold the 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. All payment claims already accrued remain unaffected by such termination.

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 & support: Going live with the Client's hosting provider and optional code maintenance

Section 7 Rights and Licences

Until full payment has been made, all rights to the developed software remain with me. Upon full payment, the Client receives the unrestricted rights of use.

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

Section 8 Warranty and Liability

I warrant the functionality of the developed solution at the time of handover. 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 in the event of a breach of essential contractual obligations and limited to the 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 (General Data Protection Regulation) and the 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 (development or project assignments with individual remuneration) end upon the agreed delivery of services and acceptance, unless otherwise agreed.

Optional maintenance agreements have the term and notice period agreed in the respective contract. Individual engagements outside ongoing care are each concluded with an agreed fixed price upfront.

In the event of payment default of more than 14 days, I am entitled to 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. The place of jurisdiction is my registered place of business in Unna, Germany. Amendments to the contract must be made in writing. Should individual provisions be invalid, the remainder of the contract shall remain 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.