Terms and Conditions

1. Scope

1.1 These general terms and conditions apply to all contracts between NexRole Solution GbR (the "Contractor") and its customers (the "Client") concerning IT, software, web, consulting and marketing services.

1.2 Our offers are addressed exclusively to entrepreneurs within the meaning of § 14 BGB, to legal entities under public law and to special funds under public law. We do not conclude contracts with consumers within the meaning of § 13 BGB. If a contract with a consumer is nevertheless concluded, mandatory consumer protection provisions take precedence; see our withdrawal policy.

1.3 Conflicting terms of the Client are hereby expressly rejected. They become part of the contract only if the Contractor expressly agrees to them in text form.

1.4 These terms, in the version valid at the time of conclusion, also apply to all future business with the same Client.

2. Offers and conclusion of contract

2.1 This website states no prices. Every project is quoted on actual effort. Descriptions of services on this website, in brochures or in presentations are non-binding and do not constitute an offer in the legal sense.

2.2 A contract is concluded only through an offer issued by the Contractor in writing or text form and its acceptance by the Client, at the latest when the Contractor begins performance.

2.3 Unless stated otherwise, offers from the Contractor are valid for 30 days from the date of the offer.

2.4 Statements made by the AI assistant and the project planner on this website are non-binding orientation aids. They constitute neither an offer, nor a warranty, nor an agreement as to quality.

3. Scope of services and changes

3.1 The scope of services follows conclusively from the accepted offer including the documents referred to in it. Services not expressly named there are not owed.

3.2 The legal classification depends on the service. Creating a distinct work, such as a website or a piece of software, is a contract for work under §§ 631 ff. BGB. Ongoing services such as maintenance, support, consulting and marketing are service contracts under §§ 611 ff. BGB; no particular commercial outcome is owed, in particular no specific search engine ranking, reach or revenue.

3.3 Change requests after conclusion of the contract require a separate agreement in text form. The Contractor states the effect on remuneration and schedule before implementation.

3.4 The Contractor may choose technically equivalent implementations, provided this is reasonable for the Client and does not impair the agreed functionality.

4. The Client's duties to cooperate

4.1 The Client provides all content, materials, access credentials, information and decisions required for performance in good time, completely and in a suitable form.

4.2 The Client warrants that it holds the necessary rights to all content it provides, in particular texts, images, logos, fonts and data. It indemnifies the Contractor against third-party claims in this respect where it is responsible for the infringement.

4.3 If the Client fails to meet its duties to cooperate in good time, agreed dates shift by the period of the delay plus a reasonable restart period. The Contractor may charge demonstrable additional effort on a time and materials basis.

5. Dates and deadlines

5.1 Dates and deadlines are non-binding unless expressly agreed in text form as binding or as a fixed date.

5.2 Binding dates presuppose that all of the Client's duties to cooperate have been met in good time and that all commercial and technical questions have been clarified.

5.3 Force majeure events and other circumstances for which the Contractor is not responsible extend deadlines reasonably. See clause 14.

6. Acceptance

6.1 For contracts for work, the Client is obliged to accept the work pursuant to § 640 BGB once the Contractor has given notice of completion and the work is substantially in conformity with the contract.

6.2 The Client examines the work without undue delay, at the latest within 14 calendar days of the notice of completion, and either declares acceptance in text form or names the identified defects specifically and comprehensibly.

6.3 If the Client neither responds within that period nor names any defects, the work is deemed accepted. The Contractor draws separate attention to this consequence in the notice of completion.

6.4 Productive use of the work, in particular putting a website live on its production domain, likewise constitutes acceptance.

6.5 Acceptance may not be refused on account of insignificant defects. Partial acceptance of separable parts is permitted where agreed.

7. Remuneration and payment

7.1 All prices are in euro unless stated otherwise.

7.2 Under § 19 (1) UStG no value added tax is charged and none is shown separately.

7.3 Unless agreed otherwise, invoices are due for payment without deduction within 14 calendar days of the invoice date.

7.4 Projects may be invoiced by milestone. For new clients and for projects with an order value of 2,000 euro or more, the Contractor may require an advance payment of up to 50 per cent of the order value before work begins.

7.5 Disbursements and third-party costs, in particular licence, hosting, domain, stock media and media budgets, are passed on separately at cost and without mark-up, subject to prior agreement.

7.6 In the event of late payment the statutory provisions apply, in particular § 288 BGB. After an unsuccessful reminder and a reasonable grace period, the Contractor may suspend ongoing work until payment is received.

7.7 The Client may set off only against claims that are undisputed or have been finally determined by a court.

8. Rights of use

8.1 Upon full payment of the agreed remuneration, the Contractor grants the Client the simple rights of use required for the contractually intended use of the specifically created work results, unlimited in territory and time.

8.2 Until full payment all rights remain with the Contractor. Use before full payment requires the Contractor's consent.

8.3 Third-party components, in particular open source software, frameworks, fonts, images and third-party services, remain subject to their own licence terms. The Contractor points out material licence terms.

8.4 The Contractor remains entitled to continue using the general concepts, methods, building blocks and know-how it has developed for other projects, provided no confidential information of the Client is disclosed.

8.5 Naming the Client as a reference, including use of its name, logo and screenshots, takes place only with the Client's prior consent in text form.

9. Defect claims

9.1 For contracts for work, the Client's rights in respect of defects follow §§ 633 ff. BGB, unless provided otherwise below.

9.2 The Client notifies defects in text form without undue delay after discovery and describes them so that they can be reproduced.

9.3 The Contractor first provides subsequent performance. The Contractor chooses the form of subsequent performance, remedying the defect or producing anew, giving reasonable consideration to the Client's interests.

9.4 Only once subsequent performance has failed twice, has been refused by the Contractor, or a reasonable deadline set by the Client has expired without result, may the Client reduce the remuneration or withdraw from the contract. Withdrawal is excluded where the defect is merely insignificant.

9.5 There is no defect where the impairment results from changes made by the Client or third parties, improper use, missing updates, outages of third-party services, or changes to technical conditions such as browser, platform or interface changes.

9.6 The limitation period for defect claims is twelve months from acceptance. This does not apply to claims arising from injury to life, body or health, to intent or gross negligence, to fraudulently concealed defects, or in the cases of § 634a (1) no. 2 BGB.

10. Liability

10.1 The Contractor is liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, to the extent of any guarantee given, and under the German Product Liability Act.

10.2 In the case of slightly negligent breach of a material contractual obligation, meaning an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the Client may regularly rely, liability is limited to the foreseeable damage typical for this type of contract at the time of conclusion.

10.3 Otherwise liability for slight negligence is excluded.

10.4 Liability for loss of data is limited to the typical restoration effort that would have arisen had the Client made regular backups appropriate to the risk.

10.5 The Contractor is not liable for outages, changes or security incidents at third-party services such as hosting providers, payment providers, interfaces or platforms, provided it selected them with due care.

10.6 The above limitations of liability also apply in favour of the Contractor's partners, employees and vicarious agents.

11. Confidentiality and data protection

11.1 Both parties treat all non-obvious information about the other party obtained in the course of the cooperation as confidential and use it solely for the purposes of the contract. This obligation continues after the contract ends.

11.2 Where the Contractor processes personal data on behalf of the Client, the parties conclude a data processing agreement under Art. 28 GDPR before processing begins.

11.3 Access credentials are transmitted only by secure means. After completion of a project the Client changes the credentials made available to the Contractor, unless they are still needed for agreed services.

12. Use of third parties

12.1 The Contractor may engage carefully selected subcontractors and third-party services to perform its services. Its responsibility towards the Client remains unaffected.

12.2 Contracts for third-party services, in particular hosting, domains, licences and advertising budgets, are concluded in the Client's name and for the Client's account at the Client's request.

13. Term and termination

13.1 Continuing obligations, in particular maintenance, support and retainer agreements, run for an indefinite period and may be terminated by either party in text form with one month's notice to the end of a month, unless agreed otherwise.

13.2 The right to terminate for good cause without notice remains unaffected for both parties.

13.3 If the Client terminates a contract for work before completion without a reason attributable to the Contractor, § 648 BGB applies. Services already rendered are to be remunerated.

14. Force majeure

14.1 Force majeure events that substantially impede or prevent performance release the Contractor from its obligation to perform for the duration of the disruption. These include natural events, epidemics, war, official measures, strikes and large-scale failures of power, telecommunications or internet infrastructure for which the Contractor is not responsible.

14.2 The parties inform each other without undue delay of the occurrence and expected end of such circumstances. If the disruption lasts longer than two months, either party may withdraw from the contract.

15. Final provisions

15.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

15.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Eggenstein-Leopoldshafen, Germany, where the Client is a merchant, a legal entity under public law or a special fund under public law. The Contractor is additionally entitled to sue at the Client's general place of jurisdiction.

15.3 Amendments and additions to this contract require text form. This also applies to any waiver of this form requirement.

15.4 Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provision takes the place of the invalid one.

15.5 These terms are a carefully prepared template and do not replace legal advice. Review by a qualified lawyer is recommended before use in commercial dealings.