Allgemeine
Terms and Conditions.

§ 1 Geltungsbereich

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts concluded between NordWebStudios, owner Bruno Donko, Grotenkamp 5, 25421 Pinneberg (hereinafter "NWS"), and the client (hereinafter "Client") for the creation, design, maintenance, hosting mediation, and other services related to websites.

(2) These GTC apply exclusively. Deviating or supplementary general terms and conditions of the Client shall only become part of the contract if NWS expressly agrees to their validity in text form.

(3) If the client is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law, they are hereinafter referred to as "Entrepreneur". If the client is a consumer (§ 13 BGB), they are hereinafter referred to as "Consumer". Clauses that apply exclusively to one of the two groups are marked accordingly.

§ 2 Contract Conclusion and Free Demo

(1) Offers from NWS are non-binding and subject to change. The presentation of services on the NWS website, especially introductory price indications ("from..."), does not constitute a legally binding offer.

(2) Orders and inquiries from the Client are binding offers to conclude a contract. NWS may accept these within 14 calendar days of receipt. Acceptance occurs through explicit order confirmation in text form or by commencing service execution.

(3) Concepts, designs, and files created as part of a free demo remain in full the intellectual property of NWS (§ 2 UrhG). Any use, reproduction, disclosure to third parties, or imitation of the demo content without concluding a contract is expressly prohibited. A transfer of usage rights is expressly not part of the demo, not even implicitly.

B2B(4) In the event of intentional or grossly negligent breach of the obligation under paragraph (3), the client owes a contractual penalty of €2,500 per violation, but not more than a total of €10,000 per business relationship. The right to assert further damages remains reserved; the contractual penalty will be credited against any claim for damages.

B2C(5) In the event of a breach of paragraph (3) with respect to consumers, the specifically demonstrable damage will be claimed.

§ 3 Leistungsumfang

(1) The scope, content, and technical specifications of the service are determined by NWS's written order confirmation in conjunction with these GTC. Oral collateral agreements are only valid upon written confirmation by NWS.

(2) NWS owes the creation of a work according to industry-standard. A specific economic success (conversion rate, visitor numbers, Google ranking, sales increase, reach) is not owed.

(3) NWS is entitled to work for other clients – including competitors of the client – concurrently or subsequently. An exclusive or industry-specific commitment requires a separate written agreement for a separate fee.

(4) NWS is entitled to use suitable vicarious agents and subcontractors for the fulfillment of contractual services. The responsibility for contract fulfillment towards the client remains unaffected.

(5) NWS does not provide legal services. Insofar as legal content (imprint, data protection declaration, client's GTC, right of withdrawal instruction, trademark and copyright review of content) is required for the website, the client is explicitly advised that their creation and review is the responsibility of the client or a lawyer commissioned by them.

§ 4 Mitwirkungspflichten des AG

(1) The Client shall provide all necessary cooperation services for the execution of the contract, including in particular:

• a) Complete provision of all content (texts, images, logos, brand guidelines, access data) by the agreed briefing date at the latest, in digitally usable and royalty-free form.
• b) Assurance in text form that the submitted content is free of third-party rights or that the necessary usage rights have been obtained by the client. The client shall indemnify NWS on first demand from legitimate claims of third parties, insofar as the infringement is based on content provided by the client; the indemnification also includes reasonable costs of legal defense.
• c) Benennung einer entscheidungsbefugten Ansprechperson.
• d) Binding feedback on drafts and versions within 3 business days of dispatch by NWS, unless expressly agreed otherwise.

(2) Advertised service promises (e.g., "delivery in approx. 48 hours") require the full and timely fulfillment of cooperation obligations according to paragraph (1) and only begin to run upon complete briefing.

(3) If the client's cooperation is delayed, the client will be in default of acceptance within the meaning of § 642 BGB after an unsuccessful request. In this case, NWS is entitled to reasonable compensation according to § 642 Para. 2 BGB, the amount of which is determined by the duration of the delay, the amount of the agreed remuneration, and the expenses saved or otherwise incurred. Agreed delivery times are extended by the duration of the delay plus a reasonable re-onboarding period of up to two working days.

B2B(4) To simplify billing, the parties flat-rate the compensation according to paragraph (3) as follows: For each commenced business day of delay beyond 7 business days, the client owes a lump-sum delay compensation of €100 net/business day, up to a maximum of 20% of the contract value in total. The client reserves the right to prove that no damage or damage of a lesser amount has occurred; NWS reserves the right to prove a higher damage.

B2C(5) Towards consumers, the compensation under paragraph (3) will be calculated precisely.

(6) If the Client is in default of its cooperation obligations for more than 21 calendar days, NWS is entitled – after unsuccessful notice and setting a 10-day deadline in text form with the threat of contract termination – to extraordinarily terminate the contract under § 643 BGB. In the event of termination, the provisions of § 15 apply.

§ 5 Preise, Zahlung, Verzug

(1) The prices stated in the order confirmation apply, plus statutory VAT, unless NWS is a small business owner according to § 19 UStG.

(2) Zahlungsbedingungen:

• a) Orders up to €1,500 net: 50% down payment upon order acceptance, 50% upon going live.
• b) Orders up to €5,000 net: 50% down payment upon order acceptance, 50% upon going live.
• c) Orders over 5,000 € net: 40% upon order acceptance / 30% upon design approval / 30% upon going live.

(3) NWS will only commence performance after receipt of the down payment. The delivery time will be extended accordingly.

(4) Invoices are due for payment without deduction within 14 calendar days of receipt, unless expressly agreed otherwise.

(5) The client is in default upon expiry of the payment term (§ 286 para. 2 no. 1 BGB; for consumers only after a reminder according to § 286 para. 1 BGB). In case of default, the client owes:

• a) Default interest at 9 percentage points above the base rate (entrepreneurs) or 5 percentage points (consumers).
• b) B2Ba flat reminder fee of €40 per reminder (§ 288 para. 5 BGB).
• c) Compensation for further damages due to delay, especially reasonable pre-litigation legal enforcement costs.

(6) In the event of payment default of more than 21 calendar days and after two unsuccessful reminders, NWS is entitled to cease ongoing service provision and – after prior announcement with a final deadline of 7 days – to suspend the live-activation of already rendered works until the outstanding payment is fully settled.

B2B(7) The client can only offset claims of NWS with undisputed or legally established counterclaims. The client has a right of retention only insofar as their counterclaim is based on the same contractual relationship.

(8) In case of significant deterioration in the economic circumstances of the client (especially insolvency petition, repeated direct debit returns), NWS is entitled to declare outstanding claims due prematurely and to demand advance payment for services yet to be rendered.

§ 6 Delivery Dates and Force Majeure

(1) Delivery dates are non-binding guidelines, unless expressly marked as "binding" or "fixed". Advertised service promises (e.g., "approx. 48 hours") require full fulfillment of the cooperation duties according to § 4.

(2) For bindingly agreed delivery dates, NWS falls into default only after an unsuccessful setting of a reasonable grace period of at least 14 calendar days in text form.

B2B(3) Claims for damages due to delayed delivery are limited to 0.5% of the order value per full week of delay, up to a maximum of 5% of the order value, provided the delay is not due to intent or gross negligence.

(4) Force majeure and comparable events that significantly impede or make performance impossible for NWS release NWS from its performance obligations for the duration of the impediment. This includes, in particular, natural events, pandemics, strikes, cyberattacks, failure of hosting/CDN/internet infrastructure, official directives, and prolonged illness of key personnel without short-term replacement.

(5) In the event of a delay exceeding 8 weeks due to force majeure, both parties are entitled to withdraw from the contract; services already rendered are to be compensated proportionally.

§ 7 Correction Rounds and Change Requests

(1) Included in the fixed price are:

• bei Landing-Pages: eine Korrekturschleife,
• for standard websites: two revision cycles,
• bei Re-Designs / Webshops: zwei Korrekturschleifen.

A correction round bundles all change requests for the most recently submitted draft. Scattered individual requests submitted subsequently will each count as a separate round, provided this was previously indicated.

(2) Additional correction rounds and subsequent change requests will be billed at an hourly rate of €85 net/hour, but at least half an hour per request. NWS will transparently inform about the estimated additional effort upfront; execution will only take place after a written order extension in text form.

(3) Concept, design, function, or platform changes after approval of the respective phase are considered an extension of the order and will be invoiced according to a separate offer. Hours already worked must be compensated.

(4) Express orders with accelerated delivery may incur an express surcharge of up to 30% of the contract value; the surcharge requires an explicit agreement.

§ 8 Abnahme

(1) NWS will notify the Client in text form of completion and request acceptance. The Client is obliged to accept if the service has been rendered substantially in accordance with the contract; minor defects do not entitle the Client to refuse acceptance.

(2) Abnahmefiktion (§ 640 Abs. 2 BGB): If, after a request for acceptance, neither an explicit declaration of acceptance nor a refusal of acceptance specifying at least one concrete defect in text form (with designation of the affected URL, browser, and reproduction steps) is received within 14 working days, the service shall be deemed accepted.

B2C(3) Information obligation towards consumers (§ 640 para. 2 sentence 2 BGB): In the request for acceptance to a consumer, NWS explicitly points out the legal consequence of silence according to paragraph (2). The notice text reads:

"We hereby request your acceptance of the services rendered. Please declare acceptance within 14 working days of receipt of this notification in text form (e.g., via email). Should you object to the acceptance, please specify at least one concrete defect. If you neither declare acceptance nor object with a concrete defect within this period, the work shall be deemed accepted according to § 640 para. 2 BGB."

Without this notice, no deemed acceptance occurs for consumers.

(4) Implied acceptance also occurs if the client uses the website productively (especially going live under their own domain, active promotion of the site) for more than 10 working days without raising any defects.

(5) Partial acceptances for independently usable partial services (e.g., design draft) are permissible; upon NWS's request, the Client must declare partial acceptances.

§ 9 Copyright and Usage Rights

(1) All works created by NWS (designs, layouts, concepts, source codes, graphics, compositions) are protected as personal intellectual creations under § 2 UrhG.

(2) The transfer of usage rights is subject to a suspensive condition (§ 158 para. 1 BGB) with the full payment of all claims arising from the respective contract. Until then, all rights remain with NWS; the Client's use of the works is only permitted for testing and acceptance purposes.

(3) Upon full payment, the Client acquires a simple, temporally and spatially unlimited right of use for the purpose defined in the contract.

(4) Unless expressly agreed otherwise, the following rights are not transferred:

• a) the right to transfer to third parties, sublicense, or resell outside the agreed purpose of use,
• b) the right to edit within the meaning of § 23 UrhG for the purpose of reusing the source code for other projects,
• c) the right to commercial reproduction beyond the agreed scope of use.

(5) Bibliotheks-Komponenten: If NWS incorporates its own pre-built library components (modules, frameworks, stylesheets, JavaScript libraries) into the order, these may only be used by the Client within the scope of the created work. Independent further use of these components by the Client is excluded.

B2B(6) If the client activates the website live or uses the works productively before full payment, they owe immediate offline-removal upon first request, as well as a contractual penalty of €1,500 per commenced day of unauthorized use, up to a maximum of €15,000. Further claims for damages remain reserved; the contractual penalty shall be offset.

B2C(7) Towards consumers, NWS asserts the specifically verifiable damage in case of a violation of paragraph (2).

§ 10 Eigentumsvorbehalt

(1) Until full payment of all claims arising from the respective contract, NWS retains ownership of all delivered works, files, and data carriers.

B2B(2) The retention of title also extends to all present and future claims from the ongoing business relationship. The client is entitled to process and sell the reserved goods in the ordinary course of business; however, the client hereby assigns all claims arising from such resale – up to the amount of the open NWS claim – to NWS as security. NWS accepts the assignment.

(3) In the event of third-party access to the reserved goods (e.g., seizure), the Client shall inform NWS without delay.

§ 11 Warranty

(1) Warranty claims exist insofar as the work does not correspond to the agreed quality at the time of risk transfer and NWS is responsible for the defect.

B2B(2) The client must inspect the work thoroughly immediately after delivery. Obvious defects must be reported in writing within 10 working days of delivery, hidden defects within 10 working days of their discovery. If this period is missed, the work is deemed approved (§ 377 German Commercial Code analogously).

(3) NWS is entitled to subsequent performance by rectification or new delivery at its own discretion. After two unsuccessful attempts at subsequent performance, the client may reduce the price or withdraw from the contract; further claims for damages are determined by § 12.

(4) Limitation period for defect claims:

• for businesses: 12 months from acceptance,
• for consumers: 24 months from acceptance (§ 634a BGB).

These deadlines do not apply to claims for damages due to injury to life, body, health, intentional or grossly negligent breaches of duty, or fraudulently concealed defects.

(5) No claim for defects exists in the case of:

• a) subsequent changes to the source code by the client or commissioned third parties without prior consultation with NWS,
• b) improper operation or configuration by the client,
• c) missing software updates, provided no maintenance contract with NWS exists,
• d) Browser incompatibility below the agreed support range (Standard: current and previous major versions of Chrome, Firefox, Safari, Edge at the time of acceptance),
• e) defects of third-party plugins, third-party content, or third-party services, unless recommended or integrated by NWS,
• f) force majeure.

§ 12 Limitation of Liability

(1) NWS is liable without limitation:

• a) for intent and gross negligence,
• b) for injury to life, limb, or health,
• c) under the provisions of the Product Liability Act,
• d) to the extent of an expressly assumed guarantee.

(2) In the event of slight negligence in breaching essential contractual obligations (cardinal obligations – those whose fulfillment is essential for the proper execution of the contract and on which the client regularly relies), liability is limited to the typical, foreseeable damage, but at most to twice the net order value.

(3) Liability is otherwise excluded – regardless of the legal reason.

(4) NWS is particularly not liable for:

• a) lost profit, missed conversions, loss of revenue, loss of reach,
• b) Data loss, if the client has not ensured, through proper data backup to an industry-standard extent, that the data can be reconstructed with reasonable effort; the restoration effort will be limited to the extent that would have been incurred with proper backup,
• c) failures and disruptions of third-party providers (hosting, CDN, mail provider, domain registrar, payment service provider),
• d) Search engine rankings, algorithm changes, visibility, organic traffic,
• e) Security vulnerabilities arising from third-party content, third-party plugins, or configurations not caused by NWS,
• f) Consequences of not performing updates, provided no maintenance contract exists.

(5) The foregoing limitations of liability also apply in favor of the employees, legal representatives, and vicarious agents of NWS.

B2B(6) Claims for damages against NWS become time-barred within 12 months from the statutory commencement of the limitation period. This does not apply to claims resulting from intent, gross negligence, or breach of essential contractual obligations, or from injury to life, body, or health. For consumers, the statutory limitation periods apply.

§ 13 Geheimhaltung

(1) The parties undertake to treat all confidential information obtained in the course of the business relationship of the respective other party as confidential, not to disclose it to third parties, and to use it exclusively for the purposes of contract execution.

(2) Confidential information includes, in particular, business strategies, financial data, customer lists, source codes, technical specifications, concepts, pre-launch content, and all information designated as "confidential."

(3) The confidentiality obligation remains in effect for 2 years beyond the termination of the contract.

B2B(4) In the event of intentional or grossly negligent breach of the confidentiality obligation, the breaching party shall pay a contractual penalty of €5,000 per violation, up to a maximum total of €25,000 per contractual relationship. The right to claim further damages remains reserved; the contractual penalty will be credited.

B2C(5) For consumers, specifically provable damages will be claimed.

(6) Confidentiality does not apply to information that is demonstrably publicly known or becomes public without fault of the receiving party, was known prior to disclosure, was lawfully obtained from third parties, or must be disclosed due to legal or official order.

§ 14 Referenznennung

(1) NWS wishes to use completed projects for reference purposes (website, pitch decks, social media, print). A reference mention – including logo, project key data, and screenshots of the created website – will only be made with the client's explicit consent (opt-in). Consent will be requested via checkbox in the order confirmation.

(2) Consent can be revoked at any time with future effect in text form. NWS will then remove already disseminated references with reasonable effort, as far as this is reasonable and actually possible.

(3) NWS is under no obligation to refuse orders for competitors of the client, comparable industries, or within the same geographical area. Exclusivity requires a separate agreement for a separate fee.

§ 15 Termination and compensation in the event of early contract termination

(1) Ordinary termination of the contract by the Client is possible at any time according to § 648 BGB. In this case, NWS shall be entitled to:

• a) the remuneration for services already rendered at the agreed price,
• b) Ersatz konkret nachweisbarer, bereits angefallener Drittkosten (z. B. Stockfoto-Lizenzen, externe Dienstleister),
• c) the agreed remuneration for services not yet rendered, minus specifically saved expenses, and minus what NWS has acquired through other use of labor or maliciously failed to acquire (§ 648 sentence 2 BGB).

(2) Optional lump sum according to § 648 sentence 3 German Civil Code analogously: Instead of a detailed billing according to paragraph (1) lit. c, NWS may, at its own discretion, rely on the following lump sum, which corresponds to the typical cost and revenue structure:

B2B Lump sum for businesses:

B2C Flat rate for consumers:

In both cases, the client explicitly reserves the right to prove that NWS incurred less or no damage; NWS reserves the right to prove higher damages according to paragraph (1).

(3) Extraordinary termination by NWS is possible for good cause, particularly in the event of:

• a) Payment default of more than 21 calendar days despite two reminders,
• b) default on cooperation obligations according to § 4 paragraph (6),
• c) repeated significant violation of confidentiality obligations or usage rights,
• d) opening of insolvency proceedings or refusal due to lack of assets.

In the event of extraordinary termination by NWS for a reason attributable to the Client, NWS is entitled to the claims under paragraph (1).

(4) Terminations must be in text form.

(5) Consumers' right of withdrawal for distance contracts under §§ 312g, 355 BGB remains unaffected by this provision; the withdrawal instructions will be provided separately in the ordering process.

§ 16 Hosting, Domain, Wartung

(1) Hosting and domains are arranged exclusively by separate order and in the name and on account of the client with third-party providers, unless expressly agreed otherwise. NWS acts as an intermediary or assists with setup in this regard.

(2) Maintenance contracts require a separate agreement.

• a) B2BUnless otherwise agreed, maintenance contracts run for a minimum of 12 months and automatically renew for another 12 months, unless terminated in text form with 3 months' notice before the end of the respective term.
• b) B2CUnless otherwise agreed, maintenance contracts run for a minimum term of 12 months. After the minimum term expires, the contract is extended indefinitely with a one-month notice period for termination (§ 309 No. 9 BGB as amended by the Fair Consumer Contracts Act).
• c) Cancellation button (§ 312k BGB): Maintenance contracts with consumers entered into via electronic commerce can be terminated at any time via the cancellation button provided on the NWS website.

(3) Preisanpassung Wartung: NWS is entitled to increase the maintenance fee once annually, effective January 1, by up to 5%, with at least a portion corresponding to the increase in the Consumer Price Index (CPI) for Germany. The adjustment will be announced in text form at least 60 days before it takes effect. In the event of an increase of more than 5% compared to the original price, the Client may terminate the contract extraordinarily with 30 days' notice to the effective date.

§ 17 Data Protection and Order Processing

(1) NWS processes personal data exclusively within the framework of legal requirements (GDPR, BDSG). Details are regulated in NWS's privacy policy.

(2) If NWS processes personal data of third parties (e.g., Client's customers, newsletter recipients) for the Client, the parties shall conclude a separate data processing agreement (DPA) in accordance with Art. 28 GDPR. As long as this DPA has not been concluded, NWS is entitled to withhold data processing to the extent affected.

(3) Expenses for processing data subject access, deletion, or rectification requests that exceed the usual scope will be compensated at an hourly rate of €85 net, provided this was previously indicated.

§ 18 Schlussbestimmungen

(1) Rechtswahl: The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Mandatory consumer protection regulations of the consumer's country of residence remain unaffected.

(2) Gerichtsstand: If the client is a merchant, a legal entity under public law, or a special public fund, the exclusive place of jurisdiction for all disputes is the registered office of NWS (Hamburg). NWS is also entitled to sue at the general place of jurisdiction of the client. For consumers, the statutory place of jurisdiction applies.

(3) Textformerfordernis: Amendments and additions to this contract require text form.

(4) Salvatorische Klausel: Should a provision of this contract be or become wholly or partially invalid, unenforceable, or incomplete, the validity of the remaining provisions shall not be affected. The statutory provision shall replace the invalid provision.

(5) Abtretung: The client is entitled to assign claims from this contract only with prior written consent from NWS; consent will not be unreasonably withheld. § 354a HGB as well as § 308 no. 9 BGB (for consumers) remain unaffected.

(6) Dispute Resolution for Consumers: The European Commission provides an online dispute resolution platform (ODR platform): ec.europa.eu/consumers/odr. NWS is not obligated and not willing to participate in dispute resolution proceedings before a consumer arbitration board.

Stand: November 2026 · Version 2.0