Terms & Conditions.

§ 1 Scope and Contracting Parties

The Service Provider within the meaning of these General Terms and Conditions (GTC) is Veit Digital LLC, a company incorporated under the laws of the US state of New Mexico, represented by its Managing Member Stefan Veit. Address: 500 4th St NW, Suite 102 #1582, Albuquerque, NM 87102, USA. Contact: [email protected].

These General Terms and Conditions govern all contracts between the Service Provider and its Clients for the services described in §9 (Web Design Projects) and §13 (Hosting and Maintenance).

These GTC apply exclusively to entrepreneurs within the meaning of §14 BGB, legal entities under public law, and special public-law funds. Consumers within the meaning of §13 BGB are excluded from engaging the Service Provider. By placing an order, the Client confirms that they are acting in the course of their commercial or independent professional activity.

Deviating, conflicting, or supplementary terms of the Client shall not apply, even if the Service Provider does not expressly object to them. They shall only apply if the Service Provider has expressly agreed to them in text form (§126b BGB).

§ 2 Contract Formation

Offers by the Service Provider are non-binding; legally they constitute an invitation to the Client to submit a binding contractual offer to the Service Provider. The Service Provider indicates in each offer document that these GTC and the arbitration clause pursuant to §17 apply, and makes the text available for review before the Client submits their offer.

The Client submits a binding contractual offer by a corresponding declaration in text form (in particular by e-mail) or by making full payment of the amount quoted by the Service Provider. By submitting the offer, the Client simultaneously declares their acceptance of these GTC.

The contract is concluded when the Service Provider accepts the Client's offer in text form (order confirmation). The Service Provider is entitled to reject the Client's offer without stating reasons.

If no order confirmation is received from the Service Provider within 14 days after receipt of payment, the offer is deemed rejected. Payments already made will in this case be refunded in full to the Client's original account within seven business days. Statutory claims of the Client, in particular under §§812 et seq. BGB, remain unaffected.

§ 3 Client Cooperation Obligations

The Client shall provide all documents, texts, media, access credentials, approvals, and decisions required for service delivery in a timely manner. Where the Service Provider requests specific cooperation in text form, a delivery period of generally five business days from receipt of the request applies. For extensive requirements, the parties shall mutually agree on a reasonably longer timeframe.

The Client ensures that all content provided by them (in particular texts, images, logos, videos, fonts, data) is free from third-party rights or that they hold the appropriate usage rights for the contractually agreed use. The review of copyright, trademark, and other intellectual property rights is the sole responsibility of the Client.

The Client shall indemnify the Service Provider from all third-party claims arising from the use of content provided by the Client, including the costs of reasonable legal defense. The Service Provider shall promptly inform the Client of any asserted claims and give them the opportunity to respond and assume the legal defense.

The Service Provider is entitled to have services performed by carefully selected subcontractors. The Service Provider remains responsible to the Client for contractual performance. Where subcontractors qualify as processors within the meaning of Art. 28 GDPR, §5 additionally applies.

§ 4 Remuneration, Taxes, Payment Terms

Remuneration is governed by the respective offer and is stated as a fixed price in euros (EUR), unless expressly agreed otherwise. All prices are net, exclusive of any applicable taxes.

For one-time deliverables (§§9 et seq.), full payment is due before the project commences. Implementation will not begin until full payment has been received. For ongoing services (§§13 et seq.), remuneration is due at the beginning of each billing period.

Invoices are due within ten business days of the invoice date without deduction, unless otherwise agreed in the offer. Payments are to be made by SEPA bank transfer, unless another payment method has been agreed.

VAT treatment. The Service Provider is a US company with no permanent establishment within the European Union. The VAT treatment depends on the Client's place of establishment:

• Clients established in Germany or another EU member state (B2B): The service is subject to the reverse charge mechanism pursuant to §13b para. 2 no. 1 UStG or the corresponding provision in the respective EU country. The invoice will be issued without VAT. The Client owes the VAT and remits it independently to the competent tax authority. By placing the order, the Client confirms that the service is intended for their business and provides their VAT identification number, if one has been assigned.
• Clients established in Switzerland: The invoice will be issued without VAT. The Client independently assesses any acquisition tax liability under Swiss VAT law (Art. 45 et seq. MWSTG) and, where applicable, remits VAT to the Federal Tax Administration.
• Clients established in the United Kingdom: The invoice will be issued without VAT. The Client independently assesses any reverse charge liability under UK VAT law and, where applicable, remits VAT to HMRC.
• Clients established in other third countries: The invoice will be issued without VAT. The Client independently assesses their tax obligations under the law applicable to their place of establishment.

Objections to an invoice that are identifiable upon diligent review within 14 days of receipt must be communicated within that period in text form. Objections for reasons that only become apparent later, as well as statutory limitation rules, remain unaffected.

In the event of default, the Client owes default interest at nine percentage points above the base rate (§288 para. 2 BGB) and a flat-rate fee of EUR 40 (§288 para. 5 BGB). The Service Provider is entitled to suspend ongoing work until full payment has been received.

Set-off against the Client's claims is excluded unless the counterclaim is undisputed or has been finally established by a court. The Client's right of retention is excluded unless it is based on claims arising from the same contractual relationship or the counterclaim is undisputed or has been finally established by a court.

§ 5 Data Protection and Data Processing

The Client's contractual counterpart is Veit Digital LLC. The actual processing of personal data is carried out by the owner, Stefan Veit, from his place of residence in the Republic of Uruguay. The Republic of Uruguay holds an adequacy decision by the European Commission (Decision 2012/484/EU of 21 August 2012); a data transfer to the Republic of Uruguay requires no additional safeguards under Art. 46 GDPR. No processing of personal data by the Service Provider's staff or on the Service Provider's own servers within the United States of America takes place. The sub-processors Cloudflare and GitHub store data primarily in EU regions, but as US corporations are subject to the US Cloud Act; government access to data by US authorities cannot be fully excluded despite EU-based storage. The Client acknowledges this fact.

Where the Service Provider processes personal data on behalf of the Client, the parties shall conclude a separate data processing agreement (DPA) pursuant to Art. 28 GDPR. The DPA shall be concluded in text form before processing begins.

In connection with hosting and maintenance, the Service Provider uses the following sub-processors:

• Cloudflare, Inc. for hosting (Cloudflare Pages) and content delivery, with delivery via EU regions where technically feasible. Cloudflare is bound by EU Standard Contractual Clauses.
• GitHub, Inc. (Microsoft Corporation) for versioned source code management. GitHub is bound by EU Standard Contractual Clauses.

By entering into the contract, the Client grants general approval for the use of these sub-processors. Additional sub-processors will only be engaged after prior notification to the Client in text form; the Client may object to the addition within 14 days on compelling data protection grounds.

If the Client refuses to conclude a legally required DPA, or if an existing contractual relationship subsequently becomes subject to DPA requirements due to a change in scope (e.g., by adding a contact form), the following applies: The Service Provider shall request the Client in text form to sign the DPA and set a deadline of 30 days. If the Client still refuses to sign after the deadline, the Service Provider is entitled to terminate the relevant contractual relationship with four weeks' notice. Fees already paid will be refunded on a pro-rata basis.

§ 6 Confidentiality

Both parties undertake not to disclose to third parties any confidential information of the other party received in the course of their collaboration (in particular business and strategic data, source code, technical specifications, customer and personnel data, terms and conditions) and to use it exclusively for the purpose of fulfilling the contract. This obligation continues for three years after the end of the respective contractual relationship.

Information is not considered confidential if it is demonstrably publicly known, was developed independently of the collaboration, or was already lawfully known to the receiving party before disclosure.

Each party undertakes to bind its employees, subcontractors, and other agents to equivalent confidentiality obligations and to ensure compliance.

Use of AI tools. The Service Provider uses generative AI tools in the course of service delivery (e.g., for code generation, research, and text drafting). Confidential information of the Client will only be entered into such tools if the respective tool provider contractually guarantees that input data will not be used for training purposes and ensures an adequate level of data protection. Confidential personal data of third parties will under no circumstances be entered into such tools unless a separate DPA exists with the tool provider.

Upon termination of the contractual relationship, confidential documents and access credentials of the other party will be returned or deleted upon request, unless statutory retention obligations stand in the way.

§ 7 Liability

The Service Provider is liable without limitation for damages arising from injury to life, body, or health, for intentional or grossly negligent breaches of duty, and pursuant to the provisions of the Product Liability Act.

In the event of a negligent breach of material contractual obligations (obligations whose fulfillment is essential to proper contract performance and on which the Client regularly relies and may rely), the Service Provider's liability is limited in amount to the typically foreseeable damage, and in any event to the maximum of:

• for web design projects and one-time deliverables: the net value of the respective order;
• for ongoing hosting and maintenance contracts: the net remuneration for the last six months prior to the damaging event.

Otherwise, the Service Provider's liability for mere negligence is excluded.

The Service Provider is only liable for indirect damages, consequential damages, and loss of profit in cases of intentional or grossly negligent breach of duty.

The Service Provider is not liable for errors, outages, or data loss with third-party services (in particular Cloudflare, GitHub, external APIs, domain registrars), unless the Service Provider is at fault for selection or supervision.

Legal compliance of the website. The Client is responsible for the legal compliance of the content and functionality of their website, in particular for the legal notice, privacy policy, cookie banner, and competition and sector-specific regulations. The Service Provider is not a legal advisor. Review by a licensed attorney is expressly recommended. Where the Client provides legal texts to the Service Provider, the Service Provider's responsibility is limited to their correct integration.

§ 8 Force Majeure

Force majeure events relieve the affected party of its performance obligations for the duration of the disruption and to the extent of its effects. Force majeure includes in particular natural disasters, pandemics, armed conflicts, governmental measures, strikes, and prolonged and excusable failures of third-party infrastructure (e.g., large-scale internet, power, or cloud outages).

The affected party shall promptly notify the other party in text form of the occurrence and expected duration of the disruption. If the disruption lasts more than eight weeks without a mutually agreed adjustment of delivery deadlines, both parties are entitled to terminate the affected contractual relationship in text form. For web design projects, the pro-rata refund in this case shall be governed mutatis mutandis by the table in §12 para. 5.

§ 9 Scope of Web Design Projects

Web design projects include, depending on the order:

• Custom-code web design: Creation of hand-coded websites, landing pages, and web projects tailored to individual requirements, including technical conception, design, implementation, and deployment to the production environment.
• Online visibility (SEO & GEO setup): Initial setup of measures to improve discoverability in conventional search engines and AI-powered answer systems (e.g., structured data, semantic structuring, technical SEO fundamentals).

The specific scope of services is defined in the respective offer. Industry-standard minimum requirements (in particular mobile responsiveness, functionality in the two most recent major versions of Google Chrome, Mozilla Firefox, Apple Safari, and Microsoft Edge, and semantically correct HTML) are considered agreed even if not expressly stated in the offer.

Services outside the agreed scope require a separate agreement in text form.

§ 10 Delivery, Acceptance, Warranty

Delivery. Delivery of the work is deemed to have occurred upon receipt by the Client of the Service Provider's completion notice in text form. Mere technical availability of the website (e.g., on a staging domain or after go-live) does not constitute delivery.

Review period. After delivery, the Client has four weeks to review the work. Within this period, the Client must report defects in text form. Defect notices must be specific, i.e., describe the defective behavior, the affected page or function, and — where possible — the browser, device, and steps to reproduce.

Acceptance. The work is deemed accepted as soon as the Client declares acceptance in text form, uses the work commercially (in particular by actively communicating the website URL to third parties or by conducting business transactions via the website), or does not report specific defects in text form within the review period. The Service Provider shall expressly notify the Client in the completion notice of the consequences of their silence.

Warranty period. The warranty period is twelve months from acceptance. For defects that the Service Provider has fraudulently concealed, the statutory period under §634a para. 3 BGB applies.

Defect remedies. The Service Provider has the right to remedy defects by subsequent performance. Remediation will be carried out within 14 business days of receipt of the defect notice. If remediation fails twice or is unreasonable, the Client may reduce the remuneration or withdraw from the contract; claims for damages are governed by §7.

Definition of defect. The work is defective if it does not have the agreed quality or is not suitable for the use presupposed by the contract. Design requests, content changes, and new feature ideas after acceptance are not defects; they are subject to §12 (change requests).

Results of visibility measures. No warranty is given for the results of SEO and GEO measures. Rankings in search engines and visibility in AI answer systems are subject to third-party algorithms over which the Service Provider has no influence. Specific result or ranking guarantees are excluded. The Service Provider owes competent implementation of the agreed measures, not the result.

Performance metrics. The Service Provider is only liable for performance metrics (e.g., Lighthouse scores, Core Web Vitals, indexing speed) and for the availability and behavior of third-party services if specific values are expressly warranted as a quality specification in the offer.

§ 11 Code Ownership, Usage Rights, AI-Generated Code

Before delivery. Until delivery of the work, usage rights to the created code remain with the Service Provider. The Client has no right to publish or distribute it before delivery.

Upon delivery. Upon delivery, the Service Provider transfers to the Client the exclusive, geographically and temporally unlimited right to use the project-specific code created within the project for all known types of use, including the right to modify, resell, and sublicense. There is no vendor lock-in. The Client may host, adapt, or have the code further developed by third parties independently.

AI-generated code. The Service Provider uses generative AI tools in code creation. To the extent that parts of the created code do not qualify for copyright protection due to lack of originality, the Service Provider additionally grants the Client an exclusive, transferable, and unrestricted contractual right of use. The Service Provider warrants that no AI tools will be used whose terms of service are incompatible with the agreed transfer of rights to the Client. Risks arising from potential conflicts with third-party license terms (in particular open-source licenses whose sources an AI tool used in training data) are borne by the Service Provider within the scope of its liability under §7.

Reusable components. Generic UI components, utility functions, general layout patterns, and design tokens without project-specific connection to the Client's brand identity, corporate design, or specific content remain with the Service Provider. The Client receives a non-exclusive, perpetual, and transferable license to use these components within the delivered project. The Service Provider is entitled to reuse such components in other projects. Not reusable are project-specific layouts, animations individually developed for the Client, components with a clear CI reference, and all content provided by or created for the Client (texts, images, logos, brand elements).

Third-party licenses. Open-source software, frameworks, and fonts incorporated into the project are subject to their respective license terms (e.g., MIT, Apache 2.0, SIL OFL). A list of third-party licenses used will be provided upon delivery.

Portfolio right. After acceptance, the Service Provider is entitled to use the created project as a reference in its portfolio and public-facing materials. Only publicly accessible views and generally known brand elements of the Client will be shown. The Client may object to portfolio use in text form; in that case, the use will not take place.

Contract assignment. The Client may not transfer the contract to third parties without the Service Provider's prior consent in text form. The Service Provider may transfer the contract to a third party in the context of a universal succession or asset deal; the Client will be notified in advance in text form and may object to the transfer within 14 days on compelling grounds.

§ 12 Scheduling, Change Requests, Project Cancellation

Delivery dates. Delivery dates stated by the Service Provider are non-binding planning dates, unless the offer expressly agrees on a binding fixed date. The Service Provider shall notify the Client in advance in text form of any foreseeable delays.

Delay due to missing cooperation. If the project is delayed by more than seven business days beyond the agreed schedule due to missing cooperation by the Client (missing content, missing approvals, missing feedback), the originally confirmed implementation date lapses. The Service Provider is entitled to allocate the freed capacity to other projects. Resumption takes place according to the Service Provider's current availability and may result in a significant extension of the project timeline. The Service Provider is not liable for delays resulting from this.

Change requests. Minor corrections are included in the scope of services. Minor corrections include in particular: correction of spelling errors, replacement of individual images (up to five per iteration), minimal text adjustments, and changes to individual color values. Non-minor changes will be documented by the Service Provider in text form, presented with their impact on price and schedule, and only implemented after the Client's approval in text form. Change requests that substantially expand the original scope may be invoiced as a separate order.

Distinction between defect and change request. Where it is disputed whether a request constitutes a defect within the meaning of §10 or a change request, the parties shall first assess whether the relevant item belongs to the agreed scope of services as defined in the offer, a supplementary agreement in text form, or as an industry-standard minimum requirement under §9 para. 2. If so, it constitutes a defect; otherwise it is a change request. In the event of a dispute, both parties will seek an amicable resolution.

Project cancellation. If the web design project is terminated early by the Client (§648 BGB) or by the Service Provider due to force majeure (§8), remuneration or refund is determined by the project phase reached at the time of termination:

The classification is based on the project phase most recently approved by the Client in text form. Where no explicit approval in text form exists for a phase, that phase is deemed not reached. Further claims for damages arising from termination are excluded, unless §7 provides otherwise.

Temporary incapacity of the Service Provider. If the Service Provider is temporarily prevented from performing services due to short-term circumstances (e.g., illness), the parties shall mutually agree on a new date. If the delay exceeds eight weeks without agreement on a new date, the Client is entitled to cancel the project in text form. The refund in that case shall be governed mutatis mutandis by the table in this section.

§ 13 Scope of Services, Availability, Backup

Scope of services. Hosting and maintenance services include, depending on the order: operation of the website on the Service Provider's infrastructure (Cloudflare Pages), regular code maintenance, security and functional updates, performance optimization, and minor content adjustments within the agreed hourly budget. The specific scope is defined in the respective offer.

Availability. The Service Provider aims for a monthly availability of the hosted website of 99%. This does not create a legal guarantee or binding service level agreement. When calculating availability, outages of third-party infrastructure (in particular Cloudflare), force majeure events, and planned maintenance work are excluded. Planned maintenance will, where possible, be announced at least 48 hours in advance in text form.

Backup and repository access. The Service Provider stores the website source code in a versioned code repository (GitHub). From the go-live date, the Client will receive read access to the repository upon request, so that they may create their own backup at any time. The Service Provider is not liable for outages, data loss, or security incidents on the GitHub or Cloudflare platform, unless there is fault in selection or supervision.

Dynamic content. If the website processes dynamic content or user-submitted data (e.g., contact forms, CMS inputs), the Client is responsible for maintaining their own further backup of such content, unless backup is expressly part of the agreed service package.

§ 14 Term, Termination, Price Adjustment

Term. Hosting and maintenance packages have a minimum term of three months from the date of the order confirmation. Monthly packages are billed in monthly periods; annual packages in yearly periods. After the minimum term, packages automatically renew for the respective billing period unless terminated with proper notice. Annual packages include twelve months of service at the price of eleven months.

Ordinary termination. Both monthly and annual packages may be terminated with four weeks' notice to the end of the current billing period. The statutory notice periods under §621 BGB are hereby mutually waived. Terminations require text form.

Extraordinary termination. The right to extraordinary termination for good cause remains unaffected for both parties. Good cause for the Service Provider exists in particular where:

• The Client is in payment default for at least two consecutive billing periods or continuously for more than 30 days, despite a warning in text form with a deadline;
• The hosted website is used for unlawful purposes;
• A material breach of contract by the Client that is not remedied despite a warning in text form;
• Insolvency proceedings are opened against the Client's assets or rejected for lack of assets.

In the event of extraordinary termination by the Service Provider, fees already paid will be refunded on a pro-rata basis from the effective date of termination, unless the Service Provider is responsible for the cause of termination. For annual prepayments with the discount under para. 1, the pro-rata refund is calculated based on the regular monthly price.

Suspension for payment default. If a payment remains outstanding more than seven days after the due date, the Service Provider is entitled to suspend maintenance services until full payment has been received. Temporary deactivation of the hosted website or replacement with a payment notice page is only permissible after a prior warning in text form with a reasonable grace period (at least 14 days), and only in the event of repeated payment default within the meaning of the extraordinary termination provision. The cost of restoring the website after payment has been received is capped at EUR 250 net per incident.

Data handover on contract end. Upon termination of the contractual relationship, the Service Provider shall transfer all required access credentials and data to the Client within 14 days, including domain transfer if the domain is managed by the Service Provider. The Client shall cooperate reasonably with the transfer. If the Client fails to cooperate despite a request in text form and a reasonable grace period, the Service Provider is entitled to discontinue hosting after a further 30 days; source code remains preserved in the repository and accessible to the Client.

Price adjustment. The Service Provider is entitled to adjust the remuneration for hosting and maintenance services once per year by up to 10%. The adjustment will be communicated to the Client in text form at least 30 days before it takes effect. The Client's objection must reach the Service Provider in text form no later than 14 days before the effective date. In the event of an objection, each party has the right to ordinary termination with the agreed notice period; until the termination becomes effective, the contract continues under the existing terms.

§ 15 Defects and Poor Performance in Services

The Service Provider performs hosting and maintenance services with the diligence of a prudent businessperson and in accordance with the generally accepted state of the art. No specific result is owed.

Poor performance must be reported to the Service Provider within 14 days of discovery in text form. The Service Provider will remedy the performance within a reasonable period. In the event of repeated poor performance despite a warning in text form, the Client has the right to extraordinary termination.

Claims for damages are governed by §7. For the results of ongoing SEO and GEO support, as well as for performance metrics and the behavior of third-party services, §10 para. 7 and 8 apply mutatis mutandis.

§ 16 Governing Law and Place of Performance

All contracts between the Service Provider and the Client are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The place of performance for the Service Provider's services is the owner's place of residence in the Republic of Uruguay.

The contractual and procedural language is German. In the event of any inconsistency between a translation of these GTC and the German version, the German version shall prevail.

§ 17 Dispute Resolution by Arbitration

Arbitration agreement. All disputes, controversies, or claims arising out of or in connection with these GTC or any contract concluded on their basis, including those concerning their validity, invalidity, breach, or termination, shall be finally and exclusively resolved by arbitration. The jurisdiction of state courts is excluded to the extent permitted by law.

Arbitration rules. The arbitration shall be conducted by a sole arbitrator under the UNCITRAL Arbitration Rules in force on the date of commencement of the proceedings. For disputes with a value below EUR 50,000, the UNCITRAL Expedited Arbitration Rules shall apply in lieu of the general UNCITRAL rules; for disputes with a value below EUR 5,000, the arbitrator shall decide solely on the basis of written submissions without an oral hearing, unless either party objects.

Seat and procedural law. The seat of arbitration is Montevideo, Republic of Uruguay. Uruguayan arbitration law (Ley 19.636 de Arbitraje Comercial Internacional) applies to the arbitral proceedings. The substantive law governing the merits is German law pursuant to §16.

Online proceedings as default. Oral hearings shall generally be conducted as video hearings unless both parties object. Written submissions, evidence, and other procedural acts shall be conducted electronically. Physical attendance by the parties at the seat of arbitration is not required.

Language of proceedings. The language of the arbitration is German. Written submissions, evidence, and the arbitral award shall be in German.

Appointment of arbitrator. The parties shall endeavor to agree on a sole arbitrator within 30 days of commencement of the proceedings. If they fail to do so, the sole arbitrator shall be appointed by the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association as the appointing authority.

Cost advance. The Service Provider shall advance the arbitrator's basic fee deposit up to an amount of EUR 1,000. The final allocation of arbitration costs shall be determined by the arbitral tribunal based on the outcome of the proceedings.

Interim relief. Each party retains the right to apply for interim relief before any competent state court where necessary to preserve its rights. This does not affect the arbitration clause.

Confirmation in offer. The Client additionally confirms this arbitration agreement separately upon acceptance of the respective offer.

§ 18 GTC Amendments, Text Form, Severability

Text form. Collateral agreements, amendments, and supplements to these GTC and the contracts concluded on their basis require text form (§126b BGB). This applies equally to the waiver of this text form requirement.

Amendments to these GTC for ongoing contracts. For ongoing contracts: amendments to these GTC will be communicated to the Client in text form at least 30 days before they take effect.

Editorial amendments. For purely editorial or clarifying changes (e.g., correction of typographical errors, linguistic clarifications, adjustments to changed statutory references without substantive effect): If the Client does not object within 14 days of receipt of the notification in text form, the amended GTC are deemed accepted.

Material amendments. Material amendments, in particular to liability, remuneration, scope of services, the arbitration clause, or data protection, require the Client's express consent in text form. If the Client objects or does not provide consent within 30 days of receipt of the notification, the contract continues under the existing terms until the end of the current billing period; thereafter, each party has the right to ordinary termination with the agreed notice period.

Severability clause. Should any provision of these GTC be or become wholly or partially invalid or contain a gap, the validity of the remaining provisions shall not be affected. The invalid or missing provision shall be replaced by the valid rule that most closely approximates the economic purpose of the provision.

These GTC are current as of: May 2026. Version 2.0.