Projektbedingungen & Vertragsrahmen

Table of contents

• 1. scope of application
• 2. conclusion of the contract
• 3. order acceptance and appointment agreements
• 4. customer responsibility for content & GDPR
• 5. artistic freedom and creative freedom
• 6. remuneration & terms of payment
• 7. delays due to lack of input from the customer
• 8. deactivation in the event of late payment
• 9. website handover and hosting move
• 10. support and maintenance
• 11. SEO & performance optimization
• 12. limitation of liability
• 13. revocation and B2B exclusion
• 14. exemption
• 15. termination and termination of contract
• 16. type of service provision and on-site appointments
• 17. confidentiality
• 18. naming of references
• 19. technical compatibility
• 20. place of performance
• 21. termination of ongoing support
• 22. final provisions and place of jurisdiction

1. scope of application

These project terms and conditions apply to all contracts between VELUNO (VELUNO LLC, Sheridan, WY) and its customers for web design, digital maintenance and related services.
They shall also apply to future business relationships without the need for a new express agreement.
VELUNO only recognizes deviating terms and conditions of the customer if they have been expressly confirmed in writing.

2 Conclusion of contract

Quotes from VELUNO are subject to change and non-binding.
A contract is concluded by a written order confirmation by e-mail or by conclusive behavior when the customer makes use of the service.
Verbal agreements are only valid after written confirmation.
B2B customers have no right of withdrawal after placing an order. Cancellation is only possible if VELUNO expressly agrees. In this case, services already rendered will be invoiced.

3. order acceptance and appointment agreements

Agreed deadlines are only binding if they have been confirmed in writing.

4. customer responsibility for content & GDPR

VELUNO offers basic templates for the legal notice and privacy policy as technical assistance without any claim to legal completeness. The customer must check these independently or have them checked by a lawyer.
The customer shall ensure that all content supplied by him (texts, images, logos, etc.) is free of third-party rights.
The Customer is solely responsible for data protection aspects of its website. VELUNO assumes no liability for missing data protection declarations or violations of the GDPR.
VELUNO itself does not process any personal data within the meaning of the GDPR on behalf of its customers. There is no order processing according to Art. 28 GDPR. The customer is the sole controller within the meaning of the GDPR.

5. artistic freedom and freedom of design

Unless the Customer provides specific design specifications, the creative design is at the discretion of VELUNO.
If the customer wishes to make fundamental changes after completion, this will be considered a new order and charged separately.
Once the project has been accepted by the client, all services provided shall be deemed to have been fulfilled in accordance with the contract. Subsequent changes or adjustments are only possible for a separate fee.
The customer expressly accepts that web design and layout are creative services that are subject to subjective perception. Complaints based on pure taste are excluded.

6. remuneration & terms of payment

Compensation is based on the price list valid at the time of commissioning or an individually agreed fixed price
.The regular hourly rate is €65.00. For project-related services, this can be adjusted individually depending on the scope, complexity or urgency.
A deposit of 50% of the total amount is due when the order is placed. This secures the start of the project and resource planning.
Deviating payment modalities require a separate written agreement.
Invoices are due for payment within 14 calendar days of receipt.
In the event of late payment, VELUNO shall charge interest on arrears at a rate of 8 percentage points above the respective base interest rate.
In addition, reminder fees may be charged to a reasonable extent.

7. Delays due to lack of cooperation by the Customer

If the required preparatory work is not provided within 30 days, VELUNO may issue a partial invoice for services already rendered.
If the required work is still not provided after 60 days, VELUNO shall be entitled to invoice the full order amount, irrespective of whether the service has been completed.If the Customer requests subsequent changes or extensions that go beyond the originally agreed scope of services, VELUNO may set a new deadline or consider the previous order as completed and create a new contract.

8. disconnection in the event of late payment

If an invoice for a website hosted by VELUNO is not paid after 14 days, the customer will receive a reminder.If no payment is made within 7 days of the reminder, the website may be deactivated.
VELUNO is not liable for damages, loss of revenue or loss of data resulting from a justified deactivation.
The website will only be reactivated after full payment has been received and a reactivation fee of €75.00 plus VAT has been paid.

9. website handover and hosting move

On request, customers receive the website as a complete folder with all the necessary files or, in the case of CMS systems, a backup file.
If the website was installed on a customer server from the outset, there are no relocation costs.
The cost of a hosting move by VELUNO is €250.00 plus VAT for code-based websites and €350.00 plus VAT for CMS systems.
As soon as the Customer or a third party makes changes to the website created by VELUNO, any warranty claim by VELUNO expires.If the Customer requires a restoration of its website (e.g. after a data loss or server change), VELUNO can carry this out for a restoration fee of € 200.00 plus VAT, provided that a current backup is available.
The Customer is generally responsible for regular backups of its content and data. VELUNO shall not be liable for any loss of data due to missing backups.

10. support and maintenance

Support requests are processed within business hours (Mon-Fri, 09:00 - 16:00).
Emergency support outside business hours is only available for customers with a separate maintenance contract with priority support and is charged at 200% of the regular hourly rate.
VELUNO does not provide automatic updates or maintenance unless a maintenance contract has been explicitly agreed.
VELUNO assumes no liability for errors, security gaps or incompatibilities of third-party software (e.g. plugins, themes, external APIs or hosting services).
If a third-party software no longer works or causes security problems, VELUNO may suggest an alternative for a fee.
The average response time for support requests is up to 48 hours during business hours. Emergency support outside these hours is only possible with a maintenance contract.
VELUNO is not liable for damage or infections caused by malware, hacker attacks or similar external influences. Protective measures and security concepts are the sole responsibility of the Customer, unless explicitly agreed otherwise.

11. SEO & performance optimization

VELUNO does not guarantee specific ranking positions in search engines or a perfect PageSpeed rating.
Ranking positions and PageSpeed results depend on factors over which VELUNO has no influence (e.g. Google updates, competitor sites, server quality). Therefore, no guarantee of success can be given.

12. limitation of liability

VELUNO shall only be liable without limitation in the event of intent or gross negligence.
In the event of slight negligence, liability is limited to damages resulting from the breach of essential contractual obligations (so-called cardinal obligations). In these cases, liability is limited to the typically foreseeable damage.
The aforementioned limitations of liability shall not apply in the event of mandatory statutory liability, for example in the context of statutory product liability or in the event of injury to life, limb or health, insofar as applicable law prescribes this.
VELUNO shall not be liable for damage caused by unauthorized modifications by the Customer or third parties.

13. revocation and B2B exclusion

The services of VELUNO LLC are aimed exclusively at business customers (entrepreneurs). There is therefore no statutory right of withdrawal for consumers.
By placing an order, the Customer expressly confirms that it is using the services within the scope of its commercial or professional activity and is not acting as a consumer within the meaning of the applicable national laws.If a Customer erroneously acts as a consumer without disclosing this to VELUNO, any right of withdrawal shall lapse upon commencement of the provision of services - in particular if performance has commenced with the express consent of the Customer before the expiry of a withdrawal period.

14. exemption

The Customer undertakes to indemnify VELUNO LLC against all justified claims of third parties that are attributable to an unlawful use, publication or disclosure of content provided by the Customer - in particular if VELUNO had no knowledge of a possible infringement and this was also not obvious.This includes in particular claims arising from the infringement of copyrights, trademark rights, personal rights or other property rights.
The indemnification obligation also includes the reasonable costs of legal defense, provided that the asserted claims are not obviously unfounded.

15 Termination and termination of the contract

Both parties are entitled to terminate this contract with immediate effect for good cause. Good cause shall be deemed to exist in particular if a contracting party repeatedly or significantly breaches material contractual obligations despite a written warning.
In the event of extraordinary termination by VELUNO LLC, VELUNO shall remain entitled to remuneration for services already rendered up to the time of termination.
Any further claims for damages shall remain unaffected.
Good cause within the meaning of this agreement shall be deemed to exist in particular if:
Payments already made will not be refunded. This also applies in the event of premature termination of the contract by the customer or if the customer waives continuation of the project. Exceptions to this require an express written agreement.
If VELUNO informs the Customer that the project has been completed and no substantial feedback or complaint is received within 14 calendar days, the project shall be deemed to have been accepted and completed.
Subsequent requests for changes, additions or corrections shall be deemed new orders and shall be remunerated separately. In this case, there is no longer an obligation to rectify the original project.

16. type of service provision and on-site appointments

VELUNO provides all services digitally and independent of location. Communication, coordination and project management take place via modern online channels such as email, telephone or video conference.

17 Confidentiality

Both parties undertake to treat all information, data and documents received in the course of the cooperation as confidential. This applies in particular to technical concepts, source codes, business data, strategies and customer-related content.

18. Reference citation

VELUNO is entitled to use completed projects publicly as a reference. This includes in particular the naming of the project name, the company name, screenshots as well as logos and brand names - for example on its own website, in presentations or in other communication channels.
The customer expressly agrees to this form of reference use. Separate consent is not required.
If the Customer does not wish to be named as a reference, it may object to this at any time for the future. In this case, VELUNO undertakes to remove the reference in question promptly and not to use it any further.

19. technical compatibility

All web projects are optimized for the latest version of common browsers (Chrome, Safari, Firefox, Edge) as well as for modern mobile devices.Compatibility with outdated or non-standard hardware, operating systems or browsers is not part of the scope of services - unless this has been expressly agreed.

20. place of performance

The place of performance for all services is Sheridan. All services are provided exclusively digitally; there is no physical place of performance.

21 Termination of ongoing support

If ongoing support or a subscription service has been agreed by VELUNO, an ordinary notice period of 30 days to the end of the month shall apply.
The date of receipt of the written notice of termination is decisive. For example, if notice is given on January 15, the contract ends on February 28/29. If notice is given on February 2, it ends on March 31.
Termination must be actively declared by the customer - tacit suspension of use or payment does not constitute termination.

22 Final provisions and place of jurisdiction

In the case of the purchase of a website, all rights of use are transferred to the customer without restriction after full payment. In the case of a rented website (e.g. as part of a subscription), all ownership rights remain with VELUNO. The Customer shall receive a simple, non-transferable right of use to the agreed extent for the duration of the contract term.The following applies to all disputes arising from or in connection with this contract:
- German law applies to customers based in Germany; the exclusive place of jurisdiction is Berlin (Germany).
- For customers based outside Germany, either German or US law (State of Wyoming) shall apply; the place of jurisdiction shall be either Berlin (Germany) or Sheridan (Wyoming, USA) at the discretion of VELUNO LLC.
The application of German law serves the simple and transparent processing of contracts with customers from Germany. The company headquarters of VELUNO will remain in Sheridan. The contact location in Berlin (Kolonnenstraße 8, 10827 Berlin, Germany) serves as the operational location for communication, customer service and personal availability - also in the event of queries or legal concerns.
Irrespective of this, VELUNO reserves the right to determine the place of jurisdiction in the event of disputes either in Berlin or Sheridan - also for customers based in Europe. This flexible choice of law takes account of VELUNO's international structure and ensures maximum clarity for both German and international customers.
Individual offers, project agreements or special regulations may supplement, specify or amend individual provisions of this contractual framework in individual cases - provided they have been expressly agreed and recorded in writing. In this case, the individually agreed provisions shall take precedence.

Validity of this agreement

By signing, the Customer recognizes the "Permanent Project Conditions & Contractual Framework" of VELUNO as binding. These shall apply to all current and future services, offers and projects between the parties - regardless of the type, scope or time of commissioning. VELUNO shall actively inform of any changes in content. In this case, renewed consent is required.

Legal framework at VELUNO

VELUNO's "Project Terms & Contractual Framework" form a clear, binding and permanently valid legal framework for all projects. They combine international corporate structure with German contractual security - legally reviewed, formulated with a practical focus and tailored to the needs of agencies, companies and corporations.