Terms and Conditions

These General Terms and Conditions (GTC) apply to all contracts between:

Mario Ludwig
An der Industriebahn 2
13088 Berlin
Germany

Email: hello@marioludwig.dev

(hereinafter "Contractor") and the respective client (hereinafter "Client") regarding the provision of web development and IT services, including project services and maintenance agreements.

Any deviating terms and conditions of the Client shall not be recognized unless the Contractor expressly agrees to their validity in text form (e.g., by email).

The Contractor provides services in the field of web development. These are divided into project services and maintenance services.

Project services include in particular:

• Frontend development (React, Next.js, TypeScript)
• Backend development (Node.js, Convex, databases)
• Full-stack development (end-to-end solutions)
• Technical consulting and conception

Maintenance services include in particular:

• Technical maintenance and upkeep of the developed solution
• Security updates and bug fixes
• Hosting management and server operations
• Monitoring and availability supervision
• Management of third-party services used

The exact scope of services is determined by the respective individual offer. Changes or extensions to the scope of services require an agreement in text form.

Each project begins with an individual offer from the Contractor. This offer includes at minimum:

• Description of the services to be provided
• Estimated timeline
• Remuneration for project implementation
• Amount of the monthly maintenance fee after project completion

The project is considered complete upon acceptance by the Client in accordance with Section 9 of these GTC.

Remuneration for project services is a one-time payment and becomes due upon project completion or — for larger projects — upon agreed milestones.

Change requests: If the Client requests changes or extensions to the agreed scope of services during project implementation (change requests), these must be documented in text form (e.g., by email). The Contractor will prepare a supplementary offer for the additional effort. Change requests may lead to adjustments in the timeline and remuneration. Implementation will only commence upon approval by the Client.

Delivery deadlines: Agreed delivery deadlines are non-binding unless expressly marked as binding. In the event of delays attributable to the Contractor, the Contractor must first be granted a reasonable grace period. Liquidated damages are excluded. Claims for damages due to delay are governed by the provisions in Section 12 (Liability).

Automatic commencement: Upon acceptance of a project, a maintenance agreement automatically takes effect. The maintenance agreement is an integral part of every project offer and is agreed upon with the acceptance of the project offer.

Scope: The maintenance agreement covers the maintenance services described in Section 2. The specific scope and maintenance fee are defined in the respective project offer.

Duration: The maintenance agreement runs for an indefinite period and begins on the day of project acceptance.

Monthly billing: The maintenance fee is invoiced monthly in advance.

Necessity: The maintenance agreement is required for the proper operation of the developed solution, as the Contractor must ensure the technical integrity, security, and availability of the solution. This includes, in particular, the management of hosting services, backend infrastructure, and security updates.

Data backups: As part of the maintenance agreement, the Contractor performs regular backups of application data, insofar as this is technically supported by the third-party services used. The Client is nevertheless obligated to create their own backup copies of business-critical data. For data losses that occur despite proper backup measures, the Contractor is only liable in accordance with Section 12 (Liability).

Termination: The provisions regarding termination of the maintenance agreement can be found in Section 14 of these GTC.

Enterprise Subscription

Subject matter: The Contractor offers Enterprise subscriptions as a standalone SaaS agreement. The specific scope of services, the number of included user licenses, and the remuneration are defined in an individual Enterprise offer.

Duration and billing period: The Enterprise subscription runs for the billing period agreed upon in the offer (monthly or yearly) and renews automatically for the same period unless terminated.

Termination: The Enterprise subscription may be terminated at any time effective at the end of the current billing period. Termination can be submitted via the customer portal or in text form (e.g., by email). The full scope of services remains available until the end of the billing period. Further termination provisions can be found in Section 14 of these GTC.

Payment terms: Billing is recurring via the payment service provider Stripe. Remuneration is due in advance at the beginning of each billing period. In the event of payment default, the provisions of Section 7 (Remuneration and Payment Terms) apply.

User licenses (seats): The number of included user seats is defined in the individual offer. Additional user seats may be added by mutual agreement. Unused user seats are non-transferable and non-refundable.

Third-party services are used for the operation of the developed solutions. These include in particular:

• Vercel — frontend hosting, Content Delivery Network (CDN), edge functions
• Convex — backend infrastructure, real-time database, serverless functions

The Contractor carefully selects third-party providers and monitors their performance as part of the maintenance agreement.

Availability: The Contractor strives to ensure the best possible availability of the developed solution but cannot guarantee availability beyond the respective service level agreements (SLAs) of the third-party providers. Outages or performance limitations of third-party providers are outside the Contractor's area of responsibility.

Costs: The costs for third-party services are included in the maintenance fee unless otherwise agreed in the offer.

Price adjustments: If the prices of the third-party services used change, the Contractor is entitled to adjust the maintenance fee accordingly. The Client will be informed in text form (e.g., by email) at least 30 days in advance.

Service changes: Should a third-party provider discontinue or substantially change their service, the Contractor will support the Client in migrating to a suitable alternative. The migration will be agreed upon and remunerated as a separate project.

Offers by the Contractor are non-binding and subject to change unless they are expressly marked as binding.

Each offer covers both the project service (individual offer) and the associated maintenance agreement. By accepting the project offer, the Client also agrees to the maintenance agreement.

A contract is concluded by:

• Order confirmation by the Contractor in text form, or
• Commencement of service provision by the Contractor following the Client's order

No oral side agreements exist. Amendments and additions require text form (e.g., by email).

Project remuneration: Remuneration for project services is based on the individual offer. Billing is either at a fixed price or on an hourly basis, as agreed in the offer. For larger projects, milestone payments may be agreed upon.

Maintenance fee: The monthly maintenance fee is defined in the project offer and invoiced monthly in advance. The first maintenance fee becomes due upon project acceptance.

Payment deadline: Invoices are due within 14 days of the invoice date without deductions, unless otherwise agreed.

Default: In the event of late payment, the Contractor is entitled to charge default interest at a rate of 5 percentage points above the respective base interest rate of the European Central Bank (Section 288(1) BGB). The right to claim further damages for default remains reserved.

Suspension of services: In the event of payment default exceeding 30 days, the Contractor is entitled to suspend maintenance services until all outstanding invoices have been settled in full.

VAT: All prices are exclusive of the statutory value-added tax unless expressly stated otherwise.

Set-off: The Client may only set off against undisputed or legally established claims. The Client may only exercise a right of retention if the counterclaim is based on the same contractual relationship.

The Client shall provide the Contractor with all information, materials, and access required for the execution of the project in a timely manner and free of charge.

The Client shall designate a contact person who is available for inquiries and coordination and who is authorized to make decisions.

If the provision of services is delayed due to the Client's failure to cooperate, agreed deadlines shall be extended accordingly. Any additional costs resulting therefrom shall be borne by the Client.

Upon completion of the agreed project services, the Client will be requested to accept the deliverables. Acceptance shall take place within 14 days of the request.

If the Client does not declare acceptance within this period and does not identify specific defects, the services shall be deemed accepted.

Minor defects do not entitle the Client to refuse acceptance.

Commencement of maintenance agreement: Upon acceptance of the project services, the maintenance agreement agreed in the offer automatically takes effect.

Custom developments: Upon full payment of the agreed remuneration, the exclusive, unrestricted usage rights to the works individually created for the Client are transferred to the Client.

Open-source components: Where open-source software is used, the respective open-source license terms apply. The Contractor shall inform the Client of the use of open-source components.

Contractor's proprietary developments: Tools, frameworks, and reusable components that the Contractor has developed or continues to develop independently of the specific project remain the property of the Contractor. The Client receives a simple, temporally unlimited right of use.

Reference right: The Contractor may reference the project in their portfolio unless expressly agreed otherwise.

The Contractor warrants that the services provided meet the agreed requirements.

Project services: Warranty claims for project services expire 12 months after acceptance, unless mandatory statutory provisions require a longer period.

Maintenance services: The warranty for maintenance services relates to the professional execution of the agreed services. Disruptions caused by third-party services (e.g., Vercel, Convex) are excluded from the warranty.

Defect notification: Defects must be reported in writing immediately upon discovery and described as specifically as possible.

Remediation: In the case of justified warranty claims, the Contractor has the right to remedy the defect within a reasonable period.

Exclusion: The warranty is void if the Client or third parties make changes to the deliverables without the Contractor's consent.

The Contractor is liable without limitation for intent and gross negligence, as well as for damages resulting from injury to life, body, or health.

In cases of slight negligence, the Contractor is only liable for the breach of essential contractual obligations (cardinal obligations). In such cases, liability is limited to the foreseeable, contract-typical damage.

Liability cap: Liability for slight negligence is limited to the amount of the agreed project remuneration for project services, and to the sum of maintenance fees paid in the last 12 months for maintenance services.

Third-party services: The Contractor shall not be liable for outages, data losses, performance limitations, or other damages caused by third-party services (in particular Vercel, Convex, or comparable services). This also applies to changes in functionality, pricing, or discontinuation of third-party services.

Force majeure: The Contractor shall not be liable for service disruptions due to force majeure. This includes, in particular, natural disasters, pandemics, failures of internet infrastructure, power outages, and outages of cloud services and data centers that are beyond the Contractor's sphere of influence.

Data loss: The Contractor is only liable for data loss to the extent that the Client has performed appropriate data backups.

The above limitations of liability also apply in favor of the Contractor's vicarious agents.

Both parties undertake to keep confidential all confidential information of the respective other party obtained during the course of cooperation and not to disclose it to third parties.

This obligation shall continue to apply after termination of the contractual relationship.

Excluded is information that:

• is or becomes publicly known without the receiving party being responsible
• was already known to the receiving party prior to receipt
• was lawfully obtained from third parties without any confidentiality obligation
• must be disclosed due to legal obligations

Project agreement: The project agreement ends upon acceptance and full payment of the project services. Ordinary termination of the project agreement is not provided for. The right to extraordinary termination for good cause remains unaffected.

Maintenance agreement — ordinary termination: The maintenance agreement may be terminated by either party with one month's notice to the end of the month in text form (e.g., by email).

Enterprise subscription — ordinary termination: The Enterprise subscription may be terminated at any time effective at the end of the current billing period. Termination can be submitted via the customer portal or in text form (e.g., by email). The full scope of services remains available until the end of the billing period. Subscription fees already paid in advance are non-refundable.

Consequences of termination of the maintenance agreement:

• Upon the termination taking effect, all maintenance services shall cease, including hosting management, monitoring, security updates, and bug fixes.
• The Contractor shall hand over all necessary access credentials, documentation, and information to the Client for independent continued operation.
• From the date of termination, the Client shall be solely responsible for hosting, security, updates, and proper operation of the solution.
• The Contractor shall not be liable for any issues arising after termination of the maintenance agreement.

Extraordinary termination: The right to extraordinary termination for good cause remains unaffected for all contract types. Good cause exists in particular when:

• the other party fails to fulfill material contractual obligations despite written notice and a grace period
• insolvency proceedings are requested or opened against the other party's assets

Settlement: In the event of termination, the Contractor is entitled to remuneration for services rendered up to the date of termination. Maintenance fees already paid in advance shall be refunded on a pro-rata basis.

Both parties undertake to comply with the applicable data protection regulations, in particular the GDPR and the BDSG (German Federal Data Protection Act).

If the Contractor processes the Client's personal data within the scope of the project or maintenance, a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR shall be concluded.

Further information on data processing can be found in the privacy policy on this website.

Applicable law: The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Jurisdiction: If the Client is a merchant, legal entity under public law, or a special fund under public law, the place of jurisdiction shall be the Contractor's place of business.

Severability clause: Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid one that most closely achieves the economic purpose of the invalid provision.

Text form: Amendments and additions to these GTC require text form (e.g., by email). This also applies to the waiver of this text form requirement.