General Terms and Conditions

1. Scope and B2B Application

These General Terms and Conditions apply exclusively to contracts between Digital Relax and entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) concerning web design, digital systems, automations, ongoing technical support and related services. Contracts with consumers are not concluded on the basis of these General Terms and Conditions.

For the specific engagement, the accepted individual offer or customer order, expressly agreed additions and these General Terms and Conditions are authoritative. Individually negotiated agreements take precedence.

2. Offer, Conclusion of Contract and Order of Precedence

A contract is concluded when a specific offer or customer order from Digital Relax is unequivocally accepted. The offer specifies in particular the scope of services, one-time and recurring remuneration, payment schedule, billing intervals, commencement of recurring services and, where applicable, term, termination provisions and specific deviations.

Any concept or website preview prepared without a prior order is non-binding and, by itself, gives rise neither to a paid order nor to any grant of rights of use.

Separate Preview Access and Usage Terms may additionally apply to access to and use of such a preview. If they are expressly displayed before access is enabled and accepted by the recipient, they govern the permitted use of the preview until otherwise agreed or a contract is concluded; acceptance of those terms alone does not create a paid order.

Unless expressly permitted, a protected preview may be used solely for internal business review and evaluation. In particular, it is not permitted to make the preview publicly accessible, disclose it to unauthorised third parties, use the preview commercially as the recipient's own website, copy or pass on for reproduction material parts of individually created texts, designs, graphics or code components, or circumvent technical access restrictions. Mandatory statutory rights and uses permitted by law remain unaffected.

The separate Preview Access and Usage Terms further specify these restrictions for the relevant preview access. In the event of a conflict, the effectively incorporated Preview Access and Usage Terms take precedence for the sole use of the still non-binding preview; for any paid engagement concluded later, the individual offer or customer order and these General Terms and Conditions apply according to the order of precedence set out there.

On matters of processing personal data on behalf of the customer, the more specific provisions of an effectively incorporated data processing agreement (DPA), including its annexes, take precedence over conflicting general provisions. In all other respects, the order of precedence set out in the customer order applies.

3. Project Services and Ongoing Support

One-time project services and ongoing support must be distinguished legally and substantively, even if they are offered together. The project service comprises exclusively the work result specifically described in the individual order.

Ongoing services may include, in particular, hosting, technical provision, maintenance of agreed functions, support and, where agreed, the operation or support of appointment, enquiry, email or automation functions. Specific support or change quotas are contractually owed only if expressly agreed.

4. Scope of Services, Changes and Voluntary Additional Services

The contractually owed scope of services is determined by the individual order. Additional pages, new functions, interfaces, licences, third-party services or subsequent extensions outside the agreed scope will be agreed separately before implementation. No additional costs arise without prior approval.

Minor technical adjustments may be carried out by arrangement as part of ongoing support. Before any paid implementation, Digital Relax will inform the customer whether a requested change is included or requires a separate offer.

Digital Relax may voluntarily provide additional services or adjustments without separate charge. This does not create any entitlement to equivalent services in other projects, future billing periods or later changes.

5. Customer Cooperation and Customer-Provided Content

The customer shall provide in due time all information, content, approvals and access required for the agreed service and shall cooperate with necessary decisions within a reasonable time. This may include, in particular, texts, logos, images, contact details, opening hours, access credentials, domain information, technical approvals and feedback.

The customer warrants that texts, images, videos, logos, trademarks and other content provided by the customer may be used to the agreed extent and do not infringe third-party rights. The customer grants Digital Relax the rights of use required for performance of the contract.

Delays attributable to missing or late cooperation shall reasonably extend agreed performance periods. Statutory rights in the event of failure to provide necessary cooperation, in particular under Sections 642 and 643 BGB, remain unaffected.

6. Legal Texts, Legal Review and Customer Responsibility

Where the customer's legal notice, privacy policy, cookie texts or other legal texts are integrated into a website, unless expressly agreed otherwise, Digital Relax is responsible solely for the technical or editorial integration of content provided by the customer or by a qualified third party engaged by the customer.

Digital Relax does not provide legal advice and, unless an authorised third party is expressly commissioned for this purpose, does not owe an individual legal assessment of the customer's business activities, legal texts or statutory obligations. The customer remains responsible for ensuring that the content and mandatory information approved by the customer are legally suitable and up to date for the customer's business.

7. Completion, Review, Corrections and Acceptance

Digital Relax notifies the customer in text form that the agreed work result has been completed and makes it available to the customer for review. With the notice of completion, Digital Relax sets a review period appropriate to the project.

Within that period, the customer shall declare acceptance or identify specific defects on the basis of which acceptance is refused. Corrections within the agreed scope of services will be coordinated and implemented. Under the statutory rules, acceptance may not be refused due to immaterial defects.

The statutory provisions on acceptance and deemed acceptance, in particular Section 640 BGB, remain unaffected. Publication generally takes place after acceptance or express approval for publication, unless a different procedure has been agreed.

8. Prices, Invoices, Due Dates and Late Payment

Only the prices, payment due dates and billing intervals agreed in the individual order apply. Advance payments, instalments or milestone payments are owed only if they are set out in the individual order or in an agreement that has been clearly incorporated.

Unless the invoice or order specifies a different due date, invoices are payable within 14 calendar days after receipt without deduction.

In the event of late payment, the statutory rights apply. For payment claims between entrepreneurs, this includes in particular the statutory default interest and, where the statutory requirements are met, the lump-sum charge under Section 288(5) BGB. Further statutory damages caused by default remain unaffected.

Additional services outside the agreed scope are charged only after prior agreement. The price basis expressly identified in the individual order is authoritative: if 'Net amount' is selected, any VAT owed by law is added; if 'Final amount' is selected, the amount shown is the total amount payable by the customer. The invoice presentation is governed by the tax law applicable at the time the service is performed.

9. Commencement, Term and Termination of Ongoing Services

Recurring remuneration generally commences upon publication of the website or upon the first provision of the agreed recurring service. If publication or provision is delayed after completion ready for acceptance solely for reasons within the customer's sphere of responsibility, even though Digital Relax already technically makes the agreed recurring service available, recurring remuneration commences 14 calendar days after acceptance or the occurrence of the statutory effect of acceptance, provided that Digital Relax previously informed the customer in text form of this commencement. A different commencement date expressly specified in the individual order takes precedence.

The term and notice period are primarily determined by the individual order. If it contains no different provision, the ongoing support continues for an indefinite term and may be terminated by either party with one month's notice to the end of the respective billing period.

10. Termination of the Project Before Completion

The statutory termination rights applicable to contracts to produce a work remain unaffected. If the customer terminates a contract to produce a work before completion, the consequences for remuneration are governed in particular by Section 648 BGB. The right of both parties to terminate for a compelling reason under Section 648a BGB remains unaffected.

Services performed up to termination that are remunerable under the contract, as well as remuneration components owed by law, remain billable. To the extent practicable, Digital Relax documents the project status reached up to that point.

11. Consequences of Termination, Data Return and Migration

Upon termination of the contract, the agreed recurring services end at the applicable termination date. This may include, in particular, hosting, maintenance, technical support, appointment or enquiry functions, email automations and access to systems operated by Digital Relax.

Customer-owned domains, accounts and contracts with third-party providers remain with the customer. To the extent Digital Relax manages a domain or third-party account on a fiduciary basis, Digital Relax will, by arrangement, support a technically possible transfer.

Where a DPA applies, the obligations regarding return or deletion of personal data governed by that DPA remain unaffected by any paid migration. Any further platform migration, technical transformation of data, custom export formats or extensive handover to another service provider may be offered separately.

12. Rights of Use, Reusable Foundations and Third-Party Software

After full payment, the customer receives, in respect of the components of the final project result created specifically for the customer by Digital Relax and protected by copyright, unless otherwise agreed in the individual order, a non-exclusive right of use unlimited in time and territory for the contractually intended business use.

To the extent required for operation and customary further development of the project result, this right of use includes, in particular, the right of reproduction, making available to the public and adaptation by the customer or service providers engaged by the customer. Exclusive rights of use, broader sublicensing rights or isolated commercial exploitation of individual components are granted only if expressly agreed.

Pre-existing or generally reusable templates, components, design systems, automation modules, prompts, processes, internal tools, technical methods and know-how of Digital Relax remain reusable by Digital Relax independently of the customer project. Where such components are included in the project result, the customer receives only the rights required for the contractually intended use of the project result.

For frameworks, libraries, fonts, plugins, open-source software and other third-party components, the respective rights and licence terms of the rights holders take precedence. Digital Relax grants no rights beyond those that Digital Relax itself may validly grant.

Delivery of source code, repositories, deployment configurations, internal build systems or development access is contractually owed only if this is expressly part of the individual order.

13. Third-Party Providers, Licences and Technical Dependencies

External providers may be used for the services, for example for hosting, domains, email delivery, appointment software, databases, interfaces, analytics, CMS, AI services or premium licences. Third-party costs are included in the price only if expressly agreed.

Availability, functionality, prices and technical conditions of external services are not entirely within Digital Relax's control. If a third-party provider changes its service or the service becomes unavailable, Digital Relax will inform the customer in the event of material effects and will agree any necessary paid adjustments before implementation.

14. SEO, Economic Results and Accessibility

Unless a specific measurable result is expressly agreed as a contractually owed service, Digital Relax gives no guarantee for specific search-engine rankings, visitor numbers, leads, reviews, bookings, conversion rates, revenue or other economic results. SEO, review and automation measures are performed as agreed activities or technical services.

Accessibility requirements, specific WCAG conformance levels, audit reports or certifications form part of the contractually owed scope only if expressly specified in the individual order. Mandatory statutory requirements that Digital Relax must directly comply with for the specific service owed remain unaffected.

The legal assessment of whether and to what extent the customer's offering or business is subject to statutory accessibility requirements, for example under the BFSG, is not contractually owed unless a qualified third party authorised to provide such assessment has been separately commissioned. Digital Relax may implement agreed technical accessibility measures.

15. Data Protection, Processing on Behalf and Confidentiality

Each party shall comply with the data-protection obligations applicable to it. If Digital Relax processes personal data on behalf of the customer and the processing constitutes processing on behalf within the meaning of Article 28 GDPR, a DPA will be effectively incorporated before the relevant processing begins.

Both parties shall treat non-public business, technical and organisational information of the other party as confidential and shall use it only for performance of the contract. Statutory disclosure obligations remain unaffected. Access credentials and security information must be treated with particular care.

16. Defects, Support and Availability

The statutory provisions apply to defects in the agreed project service unless a different arrangement has been validly agreed. Ongoing support must be distinguished from the remedy of defects in the original project result.

Response times, availability periods, service levels, recovery times or specific support quotas are contractually owed only if expressly agreed.

17. Liability

Digital Relax is liable without limitation in cases of intent and gross negligence, for culpable injury to life, body or health, for guarantees expressly assumed and under mandatory statutory provisions.

In the event of a slightly negligent breach of a material contractual obligation, liability is limited to the foreseeable damage typical for the contract at the time the contract is concluded. Material contractual obligations are obligations whose performance is essential to the proper performance of the contract and on compliance with which the contractual partner may regularly rely. In all other respects, liability for slight negligence is excluded to the extent legally permissible.

The above liability provisions apply correspondingly in favour of the statutory representatives and vicarious agents of Digital Relax.

18. Final Provisions

The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). If the customer is a merchant, a legal person under public law or a special fund under public law, the place of business of Digital Relax shall be the place of jurisdiction to the extent permitted by law.

If individual provisions do not become part of the contract or are invalid, the remainder of the contract remains effective; the statutory provisions apply in their place. Amendments and supplements should be documented in text form for evidentiary purposes; the precedence of individually negotiated agreements remains unaffected.