Terms and conditions

§ 1 Scope and subject matter of the contract

(1) These General Terms and Conditions (GTC) apply to all contracts, offers and services of Zeasy Software GbR, Herzogstraße 23, 47139 Duisburg (hereinafter the “Service Provider”), vis-à-vis customers (hereinafter the “Client”). They apply irrespective of whether the Client is a business (§ 14 BGB, German Civil Code) or a consumer (§ 13 BGB).

(2) The Service Provider offers services in the fields of IT services, software development, setup of IT workstations, web and software hosting, web design, search engine optimization (SEO), social media management, domain and hosting administration, sale of hardware, and supplementary consulting and training services. The specific scope of services is set out in the individual offer, contract or order confirmation.

(3) Deviating, conflicting or supplementary terms and conditions of the Client shall not become part of the contract unless their validity is expressly agreed to in writing.

(4) Amendments to these GTC shall be deemed agreed if the Client does not object in text form within 4 weeks of receipt of the amended terms. The Service Provider undertakes to draw particular attention to this period when making amendments.

§ 2 Offer and conclusion of the contract

(1) All offers of the Service Provider are subject to change and non-binding unless expressly marked as binding. Prices are net prices plus statutory VAT unless stated otherwise. Unless otherwise agreed in the individual case, offers are valid for a period of 21 days from the date of issue.

(2) A contract is concluded when the Client accepts the Service Provider’s offer within the period stated therein in writing, by email or by express confirmation in text form. If the offer is not accepted within the offer period, it lapses automatically.

(3) A contract may also be concluded by an order placed orally, by telephone or electronically (e.g. via a contact form, email or a platform), provided that the Service Provider confirms the order expressly or by implied conduct (e.g. by commencing performance).

(4) Changes to or extensions of the original order require the consent of both parties in writing or in text form. Oral collateral agreements are not binding.

§ 3 Description and scope of services

(1) The Service Provider offers services in the fields of IT infrastructure, software development, web hosting, web design, search engine optimization (SEO), social media management, domain administration, IT support, and the sale and setup of hardware components. The specific scope of services is set out in the respective offer, contract or a written order confirmation.

(2) The Service Provider is entitled to have individual services performed by qualified subcontractors without this releasing the Service Provider from its responsibility towards the Client.

(3) Unless expressly agreed otherwise, the Service Provider does not owe the achievement of any particular economic result (e.g. rankings, conversions, increased revenue), but solely the proper performance of the agreed services in accordance with the state of the art and the principles of proper professional practice.

(4) Changes to or extensions of the originally agreed scope of services require prior confirmation by both parties in writing or in text form.

(5) The Service Provider reserves the right to adjust offers or components of services where this is necessary due to technical changes, statutory provisions or further developments and remains reasonable for the Client. The Client will be informed of material changes in good time.

§ 3a Project preparation, requirements analysis and specifications

(1) Project preparation services commissioned by the Client, in particular workshops, requirements analyses, technical and functional concepts, process descriptions, specifications, functional specifications (Pflichtenhefte), architecture concepts, prototypes and comparable planning and consulting services, constitute separate services of the Service Provider subject to remuneration, unless expressly agreed otherwise.

(2) The remuneration for such services is owed irrespective of whether an order for the development, implementation, introduction or other continuation of the respective project is subsequently placed.

(3) The type and amount of the remuneration are governed by the respective offer, contract or order confirmation. Remuneration already paid will be credited against a subsequent implementation order only if this has been expressly agreed.

(4) Paragraph 1 does not cover non-binding initial consultations, general preliminary information or the preparation of an ordinary offer or a rough cost estimate, unless remuneration has been expressly agreed for these services.

(5) If, during the analysis, concept or specification phase, additional requirements, further workshops, revisions or extensions are requested that go beyond the agreed scope of services, these require a separate order and may be remunerated additionally.

(6) Rights of use in concepts, specifications, functional specifications and other work results created as part of these services are granted in accordance with § 9 only after full payment of the remuneration owed for them, unless expressly agreed otherwise.

§ 4 Client’s duties to cooperate

(1) The Client undertakes to provide all information, materials and access credentials required for the performance of the services in good time, completely and in a suitable form. This includes in particular texts, images, graphics, logos, technical access credentials, mandatory legal information and any other content necessary for the performance of the agreed services.

(2) The Client warrants that all content provided by it is free of third-party rights and in particular does not infringe any copyrights, trademark rights or other industrial property rights. Any license fees shall be borne by the Client. The Service Provider is not liable for infringements caused by the Client.

(3) The Service Provider is not responsible for delays or errors in the performance of the services that are attributable to incomplete, late or faulty cooperation by the Client. In such cases, any agreed delivery periods are extended by a reasonable time. Any additional effort incurred may be invoiced separately.

(4) The Client is responsible for backing up its own content, data and systems unless there is a written agreement on data backup by the Service Provider.

(5) When using platforms or systems, the Client undertakes to keep access credentials secure, to prevent unauthorized use and to inform the Service Provider without undue delay if misuse is suspected.

§ 5 Performance dates and delay

(1) Agreed performance dates or deadlines are binding only if they have been expressly confirmed in writing or in text form. Non-binding time estimates are merely guide values.

(2) Compliance with binding deadlines requires that the Client fulfills its duties to cooperate under § 4 on time and in full. Delays attributable to a breach of these duties extend the delivery or performance periods accordingly.

(3) If the Service Provider is in default for reasons for which it is responsible, the Client must first set a reasonable grace period. Only after this period has expired without result may the Client withdraw from the contract or claim damages. Withdrawal is excluded if the delay is insignificant.

(4) If the Client is in default of acceptance (e.g. by failing to accept the work, failing to give approval or being unreachable), the Service Provider is entitled to invoice the agreed remuneration even if the service has not yet been fully performed or handed over. Further claims remain unaffected.

(5) Force majeure or other unforeseeable, extraordinary circumstances for which the Service Provider is not responsible (e.g. natural disasters, pandemics, official orders, failure of suppliers, prolonged illness, cyberattacks) extend the periods for performance accordingly. In such a case, the Service Provider will inform the Client without undue delay.

§ 6 Acceptance (Abnahme) of services

(1) Where the Service Provider’s services are delivered in the form of individualized results capable of acceptance (e.g. websites, online shops, software applications, design work), the Client is obliged to accept them, provided that the service has been performed substantially in accordance with the contract.

(2) Acceptance must take place within 7 calendar days of handover or provision of the service. Any defects must be reported in text form. If no response is received within this period, the service is deemed accepted.

(3) Minor defects do not entitle the Client to refuse acceptance. They will be remedied under the warranty.

(4) Where no acceptance is required (e.g. for hosting, support, consulting, SEO or ongoing support), the service is deemed properly performed if no written objections are raised within 7 days of its first performance or of the submission of a report.

(5) After acceptance, changes or extensions are possible only against separate remuneration.

§ 7 Payment terms and invoicing

(1) Unless otherwise agreed, invoices are issued immediately after conclusion of the contract or after performance of the agreed service. For ongoing services, invoicing takes place monthly, quarterly or annually in advance.

(2) Invoices are generally sent electronically by email in PDF format. The Client waives the right to receive invoices by post. Invoices transmitted electronically are legally deemed to have been delivered.

(3) All payments are due without deduction no later than 14 calendar days after the invoice date. In the event of late payment, the Service Provider reserves the right to charge a reasonable flat-rate reminder fee for each reminder. After three unsuccessful reminders, the claim may be handed over to a debt collection agency. Any further costs arising from the collection procedure shall be borne by the Client.

(4) In the event of repeated or substantial payment default, the Service Provider is entitled to suspend its services until payment has been made in full or to temporarily block access to the systems provided. The claim to remuneration remains unaffected.

(5) The Client is not entitled to set off counterclaims against payment claims of the Service Provider or to assert a right of retention unless these counterclaims are undisputed or have been finally established by a court.

§ 8 Payment processing and payment providers

(1) For certain services, in particular in connection with online platforms, online shops or web-based systems, the Service Provider uses third-party providers for payment processing, such as Stripe, PayPal, Mollie or comparable payment service providers.

(2) The fees associated with payment processing are charged directly by the respective payment provider and borne by the Client. These fees are not part of the Service Provider’s remuneration and are charged to the Client separately by the payment provider.

(3) The fees applicable at any given time can be viewed on the payment providers’ websites and may vary depending on the provider, payment method and transaction volume. The Service Provider assumes no liability for fee changes by the payment service providers.

(4) The Service Provider reserves the right to replace the payment service provider used with another equivalent provider at any time if this appears necessary or expedient for economic, legal or technical reasons. In such a case, the Client will be informed in good time.

(5) A change of payment provider does not constitute grounds for extraordinary termination, provided that proper payment processing continues to be ensured.

§ 9 Retention of title and rights of use

(1) Until full payment of all amounts owed under the contract, all delivered services, content, data, programs, designs and systems remain the property of the Service Provider. The Client has no right of retention.

(2) After full payment of the agreed remuneration, the Client receives, unless expressly agreed otherwise, a simple, non-transferable and non-exclusive right to use the services provided by the Service Provider. This right applies solely to the contractually agreed purpose.

(3) For web applications and SaaS platforms, the right of use extends solely to the term of the contractual relationship. The right of use ends automatically upon termination of the contract unless a continuation option has been agreed in writing.

(4) For design services (e.g. logos, graphics) and print products, the Client is granted a right of use unlimited in time and territory upon full payment, provided that no third-party licenses are affected.

(5) Where the Service Provider uses license keys or paid third-party software (e.g. themes, plugins, CMS extensions) in performing its services, these licenses are generally provided only for the term of the contractual relationship. Upon its termination, the right of use expires automatically unless a permanent transfer has been expressly agreed.

(6) Passing on, reproducing, making publicly available or sublicensing the services provided by the Service Provider is not permitted without written consent.

§ 10 Web hosting and domain administration

(1) The Service Provider may provide web hosting and domain registration services either directly from its own infrastructure (self-hosting) or through external providers. The specific arrangement is governed by the respective offer or contract. Where agreed, the Service Provider assumes the technical provision, administration and maintenance of the systems.

(2) By default, domains are registered in the name of the Service Provider and remain the property of the Service Provider even if they are used technically by the Client. A transfer of the domain to the Client is possible only with prior written consent and against payment of a transfer fee set by the Service Provider, provided that there are no outstanding claims. There is no entitlement to a transfer of the domain.

(3) The actual availability or allocation of specific domain names cannot be guaranteed. The Service Provider assumes no liability for allocation by registries or for the legal admissibility of domain names.

(4) Termination of a hosting or domain contract by the Client may result in the deletion of all stored data. The Client is responsible for backing up its data in good time unless regular backups by the Service Provider have been agreed in writing.

(5) Where the Service Provider gains access to personal data of the Client in the course of hosting or system support, the processing takes place in accordance with the applicable data protection regulations. Processing on behalf of the Client (pursuant to Art. 28 GDPR (DSGVO)) takes place only if expressly agreed in writing in the form of a separate data processing agreement (AVV).

§ 11 Attribution and use as a reference

(1) The Service Provider is entitled to place a visible attribution in the form of the text “Erstellt von Zeasy Software” (“Created by Zeasy Software”) or “Powered by Zeasy Software”, or an equivalent notice, on the web systems, platforms or other digital products it has created or operates. This attribution is usually placed in the footer of the respective website or application and may not be removed or altered by the Client.

(2) Removal or complete hiding of the attribution is possible only by express written agreement and against payment of a separate fee. The amount of this fee is agreed individually.

(3) The Service Provider is entitled to use the services rendered as a reference in its own advertising. This includes in particular naming the Client, describing the project, screenshots and links to publicly accessible pages.

(4) The Client may object to the use as a reference on the basis of a legitimate interest. In this case, the Service Provider may remove or anonymize the reference concerned. The Service Provider reserves the right to charge a reasonable fee for removing or not publishing the reference unless there are compelling legal grounds for the objection.

(5) Confidential content, personal data or non-public information will not be published without the express consent of the Client.

§ 12 Liability and warranty

(1) The Service Provider is liable without limitation for damage resulting from injury to life, body or health that is based on an intentional or negligent breach of duty, and for other damage that is based on an intentional or grossly negligent breach of duty. Otherwise, liability is excluded, irrespective of its legal basis, unless mandatory statutory provisions provide otherwise.

(2) In the event of slightly negligent breaches of duty, the Service Provider is liable only if a material principal technical obligation is affected and a breach of this obligation significantly impairs the proper use of the service. In such cases, liability is limited in amount to the typical foreseeable damage and to a maximum of the value of the individual service affected. Liability for consequential damage, indirect damage, lost profit or loss of data is excluded unless the Service Provider has assumed a written obligation to back up data.

(3) The Service Provider gives no warranty for the functionality of third-party software, plugins or external systems (e.g. payment providers, CMS extensions, APIs) that were not developed by the Service Provider itself. The same applies to damage arising from outdated or improperly maintained content of the Client.

(4) Warranty claims exist only for specific, comprehensible and reproducible defects. The Client is obliged to report defects in writing no later than 14 days after becoming aware of them. The Service Provider is entitled to make multiple attempts at rectification, provided this is reasonable.

(5) The Service Provider is not liable for data loss, system failures or economic damage resulting from improper use, lack of data backup or external attacks (e.g. hacking, DDoS), unless the Service Provider is demonstrably at fault.

§ 13 Data protection

(1) The Service Provider processes personal data of the Client and, where applicable, of the Client’s customers only within the scope of the contractually agreed services and in accordance with the applicable data protection laws, in particular the EU General Data Protection Regulation, GDPR (DSGVO).

(2) The Client is itself responsible for processing the personal data collected via its systems in compliance with data protection law. This applies in particular to content entered by the Client or its employees on websites, on platforms or into ordering systems.

(3) Where the Service Provider gains access to personal data of the Client or the Client’s customers in the course of performing the contract, the processing takes place exclusively in accordance with the Client’s instructions. In this case, a data processing agreement (AVV) pursuant to Art. 28 GDPR (DSGVO) may be concluded upon request.

(4) The Client is obliged to comply with the data protection requirements that apply to it, in particular any information obligations towards its customers, data subject rights or obligations to report data breaches.

(5) The Service Provider is not liable for data protection violations caused by faulty or inadequate configuration on the part of the Client, in particular in the event of improper use, failure to obtain consent or the use of impermissible content.

§ 14 Contract term and termination

(1) The contract is concluded for an indefinite period and may be terminated in writing by either party with three months’ notice to the end of a half-year (June 30 or December 31).

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if one of the parties breaches material contractual obligations or is in default of payment for more than 30 days.

(3) In the event of termination, the Service Provider is entitled to discontinue all services provided (e.g. hosting, system access, domains, software applications) upon expiry of the contract term. The Client is obliged to settle all outstanding claims by the time the termination takes effect.

(4) Data transfer or system migration after the end of the contract takes place only by separate agreement and may involve additional costs. Unless otherwise agreed, the Service Provider is not obliged to store data permanently after the end of the contract.

(5) For services with a separate term or of a setup nature (e.g. hosting contracts, licenses, domains), the separately agreed notice periods apply where these extend beyond the general contract term.

§ 15 Secrecy and confidentiality

(1) The parties undertake not to disclose to third parties any confidential information obtained in the course of the contractual relationship, in particular technical, business and organizational processes, and to use such information solely for the performance of this contract. This also applies to information communicated orally or not expressly marked as confidential, provided that its confidential nature is apparent from the circumstances.

(2) Confidential information within the meaning of this contract includes in particular, but is not limited to: technical concepts, source code, documentation, drafts, database structures, API access, pricing structures, business strategies and client-specific content and configurations.

(3) The duty of confidentiality does not apply to information that
a) was demonstrably publicly known at the time of disclosure or later becomes publicly known without a breach of contract,
b) was already demonstrably known to the recipient, or
c) must be disclosed on the basis of statutory provisions or official orders.

(4) The confidentiality obligations continue to apply for a period of five years after the end of the contractual relationship.

(5) In the event of breaches of these confidentiality obligations, the Service Provider reserves the right to assert claims for damages.

§ 16 Non-competition and protection against imitation

(1) During the contract term and for a period of 12 months after its end, the Client is prohibited from developing, having operated or offering, itself or through third parties, a functionally substantially comparable system or technical solution that corresponds in essential parts to the services provided by the Service Provider.

(2) The prohibition applies irrespective of whether a technical copy or a functional replica of the systems provided by the Service Provider is made. It also applies if third parties create such a solution on behalf of the Client.

(3) The non-competition clause does not apply if the Client proves that the structures and functionalities used were developed independently of the confidential information and without use of the know-how provided by the Service Provider.

(4) In the event of a breach of this provision, the Service Provider is entitled to assert claims for injunctive relief and claims for damages.

§ 17 Severability clause

(1) Should any provision of this contract be or become invalid, unenforceable or void in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a provision that comes as close as possible to the economic purpose of the original provision. The same applies in the event of a gap in the provisions.

§ 18 Interpretation and prohibition of the abusive exploitation of gaps

(1) The contracting parties undertake to interpret the provisions of this contract and of any general terms and conditions in good faith. The recognizable meaning and economic purpose of the individual provisions shall take precedence.

(2) Deliberately or purposefully invoking alleged gaps in the provisions or linguistic ambiguities with the aim of obtaining an objectively unjustified advantage or evading obligations constitutes conduct in breach of contract.

(3) In cases of doubt, the parties undertake to seek an amicable and fair solution in the spirit of the contract as a whole before resorting to litigation.

§ 19 Place of jurisdiction and applicable law

(1) All contractual relationships between the Service Provider and the Client are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with this contract is the registered office of the Service Provider.

(3) The Service Provider reserves the right to also bring an action at the Client’s general place of jurisdiction.

§ 20 Final provisions

(1) Amendments, additions or collateral agreements to this contract and to the General Terms and Conditions must be made in text form to be effective. This also applies to any amendment of this text form requirement.

(2) In the event of contradictions between this contract and the General Terms and Conditions of the Service Provider, the provisions of this contract take precedence.

(3) Should individual provisions of this contract or of the General Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The parties undertake to agree on a provision that comes as close as possible to the economic purpose of the invalid provision.