Terms & Conditions

(1) These general terms and conditions (hereinafter "GTC") apply to all contracts between VonaxAI, owner Maximilian Bossow, Bonnaskenplatz 6, 03044 Cottbus, Germany — hereinafter the "Contractor" — and its clients — hereinafter the "Client" — concerning the provision of web design, web development and digital marketing services.

(2) The version of these GTC valid at the time the contract is concluded shall apply.

(3) Deviating, conflicting or supplementary general terms and conditions of the Client shall only become part of the contract if and to the extent that the Contractor has expressly agreed to their validity in writing. This also applies if the Contractor performs the service without reservation in knowledge of the Client's terms.

(4) These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law, or special funds under public law.

(1) The Contractor provides the Client with services in the areas of web design, web development, search engine optimisation (SEO), digital marketing and related digital services.

(2) The specific scope of services results from the individual quotation or the service description, which becomes part of the contract.

(3) The Contractor is entitled to engage qualified third parties (subcontractors) to fulfil its obligations. It is liable for their fault as for its own.

(4) Changes to the scope of services require the written form and the express consent of both parties.

(1) The Contractor offers potential clients a free initial concept (website design concept). This initial concept is non-binding and does not establish any payment obligation.

(2) The initial concept remains the intellectual property of the Contractor until the final implementation is commissioned. Use, reproduction or disclosure of the initial concept by the Client without express written permission is not permitted.

(3) The claim to a free initial concept exists only once per company and contact person.

(4) The Contractor reserves the right to refuse the creation of a free initial concept without giving reasons.

(1) Quotations from the Contractor are non-binding unless they are expressly marked as binding.

(2) The contract is concluded by the Client's written acceptance of the quotation or by signing a separate contract. Acceptance may also be made by email.

(3) There are no verbal collateral agreements. Amendments and additions to the contract require the written form to be effective. This also applies to the cancellation of this written-form requirement.

(1) The Client is obliged to provide the Contractor with all information, materials and access data required to perform the contract in a timely and complete manner.

(2) The Client names a responsible contact person who is authorised to make decisions in all project matters.

(3) The Client reviews the documents and drafts submitted by the Contractor for coordination within a reasonable period, but no later than within 7 working days, and approves them or communicates change requests.

(4) If the Client fails to fulfil its duties to cooperate, or fails to do so in time, the Contractor is entitled to extend the agreed dates and deadlines accordingly. The Contractor also reserves the right to invoice any additional costs incurred.

(5) The Client warrants that the content it provides (texts, images, logos, etc.) is free of third-party rights or that it holds the necessary rights of use. The Client indemnifies the Contractor against all third-party claims based on a breach of this warranty.

(1) The remuneration for the Contractor's services results from the respective quotation. All prices are exclusive of statutory VAT.

(2) Unless otherwise agreed, billing is as follows: 50% on commissioning, 50% after completion and acceptance.

(3) Invoices are due for payment without deduction within 14 days of the invoice date.

(4) In the event of late payment, the Contractor is entitled to demand default interest of 9 percentage points above the respective base interest rate. The assertion of higher default damages remains reserved.

(5) The Client may only offset claims of the Contractor with undisputed or legally established claims.

(6) Additional services that go beyond the agreed scope (change requests) are billed according to effort at the applicable hourly rate of 95 € net.

(1) Delivery dates and deadlines are only binding if they have been expressly agreed as binding in writing.

(2) Compliance with deadlines requires the timely and proper fulfilment of the Client's duties to cooperate.

(3) In the event of delays due to force majeure, strikes, lockouts or other unforeseeable circumstances for which the Contractor is not responsible, the agreed deadlines are extended accordingly.

(4) The Contractor is entitled to make partial deliveries, provided this is reasonable for the Client.

(1) After completion of the service, the Contractor makes it available to the Client for acceptance.

(2) The Client is obliged to inspect and accept the service within 10 working days of its provision. Acceptance may not be refused on account of immaterial defects.

(3) If the Client does not make a declaration within the stated period, the service is deemed accepted. The Contractor will inform the Client of this legal consequence when providing the service.

(4) Upon acceptance, the risk passes to the Client.

(1) The Contractor warrants that the services rendered correspond to the contractual agreements and are free of material defects.

(2) The warranty period is 12 months from acceptance.

(3) In the event of defects, the Contractor has the right to subsequent performance. At its option, the Contractor may remedy the defect (repair) or provide a defect-free service (replacement).

(4) If subsequent performance fails, the Client is entitled to reduce the price or withdraw from the contract. Subsequent performance is deemed to have failed after the second unsuccessful attempt.

(5) The warranty does not extend to defects caused by improper handling, unauthorised changes by the Client, unsuitable operating resources or special external influences.

(1) The Contractor is liable without limitation for damages resulting from injury to life, body or health based on an intentional or negligent breach of duty by the Contractor or its legal representatives or vicarious agents.

(2) The Contractor is further liable without limitation for other damages based on an intentional or grossly negligent breach of duty by the Contractor or its legal representatives or vicarious agents.

(3) In the case of simple negligence, the Contractor is only liable for damages arising from the breach of an essential contractual obligation (cardinal obligation). In this case, liability is limited to compensation for the foreseeable, typically occurring damage.

(4) Liability under the Product Liability Act remains unaffected.

(5) The maximum liability amount for all damages arising from the contractual relationship is limited to the amount of the agreed remuneration.

(1) Upon full payment of the agreed remuneration, the Contractor grants the Client the exclusive, temporally and spatially unlimited right of use to the services created, unless otherwise agreed.

(2) Until full payment, all rights remain with the Contractor.

(3) The Contractor is entitled to use the work created — including with naming of the Client — for its own advertising purposes (e.g. references on the website, portfolio), unless the Client expressly objects.

(4) Source code, scripts and other technical foundations (e.g. licences for frameworks, templates or plugins used) are only included in the scope of services if this has been expressly agreed.

(5) The Client is not entitled to pass on or sell the services created to third parties without the Contractor's consent.

(1) The parties undertake to treat all confidential information obtained in the context of contract initiation and performance as confidential for an unlimited period and to use it only for the purposes of the contract.

(2) Insofar as personal data is processed in the context of the contract, this is done in compliance with the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

(3) Insofar as the Contractor processes personal data on behalf of the Client, a separate data processing agreement pursuant to Art. 28 GDPR is concluded.

(1) For project contracts, the contract ends upon full performance of the agreed services.

(2) For ongoing services (e.g. maintenance contracts, SEO support), the minimum contract term is 3 months. Thereafter, the contract is automatically extended by 1 month at a time unless it is terminated with 1 month's notice to the end of the respective term.

(3) The right to extraordinary termination for good cause remains unaffected.

(4) Termination requires the written form. Termination by email is sufficient.

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is Cottbus, provided the Client is a merchant, a legal entity under public law or a special fund under public law.

(3) Should individual provisions of this contract be or become invalid or unenforceable, the validity of the remainder of the contract shall remain unaffected. The invalid or unenforceable provision shall be replaced by the valid and enforceable provision whose effects come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision.

(4) Amendments and additions to this contract require the written form. This also applies to the amendment of this written-form clause.

These English terms are provided for convenience. The legally binding version is the German AGB, available at vonaxai.com/agb.