Projektbedingungen & Vertragsrahmen

Table of Contents

• 1. Scope of Application
• 2. Conclusion of Contract
• 3. Acceptance of Orders and Agreement of Deadlines
• 4. Customer Responsibility for Content & GDPR
• 5. Artistic freedom and creative freedom
• 6. Remuneration & payment terms
• 7. Delays due to lack of input from the customer
• 8. Disconnection in the event of late payment
• 9. Website handover and hosting transfer
• 10. Support and maintenance
• 11. SEO & performance optimization
• 12. Limitation of liability
• 13. Revocation and B2B exclusion
• 14. Indemnification
• 15. Termination and contract termination
• 16. Type of service provision and on-site appointments
• 17. Confidentiality
• 18. Reference citation
• 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 also apply to future business relationships without the need for a new express agreement.VELUNO only recognizes deviating terms and conditions of the client if they have been expressly confirmed in writing.

2. Conclusion of contract

Offers made by VELUNO are subject to change and non-binding.A contract is concluded by a written order confirmation by email or by conclusive conduct if 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 with the express consent of VELUNO. 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.Delays due to force majeure or unforeseeable circumstances shall extend the deadline accordingly.

4. Customer responsibility for content & GDPR

VELUNO offers basic templates for legal notices and privacy policies as technical assistance without any claim to legal completeness. The customer must check these independently or have them checked by a lawyer.The customer ensures that all content provided by them (text, images, logos, etc.) is free of third-party rights.The customer is solely responsible for the data protection aspects of their website. VELUNO accepts no liability for missing privacy policies or violations of the GDPR.VELUNO does not process any personal data within the meaning of the GDPR on behalf of its customers. There is no order processing within the meaning of Art. 28 GDPR. The customer is solely responsible within the meaning of the GDPR.

5. Artistic freedom and creative freedom

Unless the customer provides specific design specifications, the creative design is at the discretion of VELUNO.Subsequent changes based on matters of taste (“I don't like it”) are only possible within the scope of the original concept.If the customer requests fundamental changes after completion, this will be considered a new order and will be charged separately.Once the project has been accepted by the customer, all services rendered shall be deemed to have been fulfilled in accordance with the contract. Subsequent changes or adjustments are only possible in return for separate remuneration.The customer expressly accepts that web design and layout are creative services that are subject to subjective perception. Complaints based purely on taste are excluded.

6. Remuneration & terms of payment

Remuneration shall be based on the price list valid at the time of the order or an individually agreed fixed price arrangement.
The regular hourly rate is €65.00. For project-related services, this rate may be adjusted individually depending on the scope, complexity, or urgency of the project.A deposit of 50% of the total amount is due upon placement of the order. This secures the start of the project and resource planning.Different payment terms require a separate written agreement.Invoices are due for payment within 14 calendar days of receipt.In the event of late payment, VELUNO will 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 input from the customer

If the necessary input is not provided within 30 days, VELUNO may issue a partial invoice for services already rendered.If the input is still not provided after 60 days, VELUNO shall be entitled to invoice the full order amount, regardless of whether the service has been completed.If the customer requests subsequent changes or additions that go beyond the scope of services originally agreed, VELUNO may set a new deadline or consider the previous order to be completed and draw up a new contract.

8. Disconnection in the event of late payment

If an invoice for a website hosted by VELUNO is not paid within 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 shall not be liable for any damage, 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 transfer and hosting migration

Upon request, customers will receive the website as a complete folder with all necessary files or, in the case of CMS systems, a backup file.If the website was installed on a customer server from the outset, no relocation costs will be incurred.The costs for a hosting relocation by VELUNO are €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 claims against VELUNO shall expire.If the customer requires their website to be restored (e.g., after data loss or a server change), VELUNO can do so for a restoration fee of €200.00 plus VAT, provided that a current backup is available.The customer is responsible for regularly backing up their content and data. VELUNO is not liable for data loss due to missing backups.

10. Support and maintenance

Support requests are processed during business hours (Mon–Fri, 9:00 a.m.–4:00 p.m.).Emergency support outside business hours is only available to customers with a separate maintenance contract with priority support and is charged at 200% of the regular hourly rate.VELUNO does not perform automatic updates or maintenance unless a maintenance contract has been explicitly agreed upon.VELUNO accepts no liability for errors, security vulnerabilities, or incompatibilities of third-party software (e.g., plugins, themes, external APIs, or hosting services).If third-party software no longer works or causes security issues, VELUNO may suggest a paid alternative.The average response time for support requests is up to 48 hours during business hours. Emergency support outside these hours is only available 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 websites, server quality). Therefore, no guarantee of success can be given.

12. Limitation of liability

VELUNO shall only be liable without limitation in cases of intent or gross negligence.In cases of slight negligence, liability shall be limited to damages resulting from the breach of essential contractual obligations (so-called cardinal obligations). In such cases, liability shall be limited to typically foreseeable damages.Liability for indirect damage, consequential damage, lost profits, or other economic disadvantages suffered by the customer is excluded to the extent permitted by law.The aforementioned limitations of liability do not apply in cases of mandatory statutory liability, such as in the context of statutory product liability or in the event of injury to life, limb, or health, insofar as this is required by applicable law.VELUNO shall not be liable for damage caused by unauthorized changes made by the customer or third parties.

13. Revocation and B2B exclusion

The services provided by VELUNO LLC are intended exclusively for business customers (entrepreneurs). Consumers therefore have no statutory right of withdrawal.By placing an order, the customer expressly confirms that they are using the services within the scope of their commercial or professional activity and are not acting as a consumer within the meaning of the applicable national laws.If a customer mistakenly acts as a consumer without disclosing this to VELUNO, any right of revocation shall lapse upon commencement of the provision of services – in particular if the execution has begun with the express consent of the customer before the expiry of a revocation period.

14. Indemnification

The customer undertakes to indemnify VELUNO LLC against all justified claims by third parties arising from the 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 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 claims asserted are not obviously unfounded.

15. Termination and termination of 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 one party repeatedly or significantly breaches essential contractual obligations despite written warning.In the event of extraordinary termination by VELUNO LLC, VELUNO shall retain its claim to remuneration for services already rendered up to the time of termination.Any further claims for damages shall remain unaffected.An important reason within the meaning of this agreement shall be deemed to exist in particular if:
- one party repeatedly breaches contractual obligations despite written warnings;
- the customer is more than 30 calendar days in arrears with due payments;
- the customer fails to provide necessary input, decisions, or approvals within a reasonable period of time, thereby significantly delaying the project.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 decides not to continue the project. Exceptions to this require an express written agreement.Automatic project completion in case of inactivity:
If VELUNO informs the customer that the project has been completed and no substantial feedback or objections are received within 14 calendar days, the project shall be deemed accepted and completed.Subsequent change requests, additions, or corrections shall be considered new orders and shall be remunerated separately. In this case, there shall be no obligation to make improvements within the scope of the original project.The customer undertakes to check the project immediately upon receipt for completeness, accuracy, and correctness. If no substantial objection is made within 14 days, the service shall be deemed to have been accepted in full.

16. Type of service provision and on-site appointments

VELUNO provides all services digitally, regardless of location. Communication, coordination, and project management are carried out via modern online channels such as email, telephone, or video conferencing.On-site appointments at the customer's premises can be arranged on a project-by-project basis and by individual agreement. They serve exclusively for strategic or technical coordination and do not replace digital service provision.If an on-site appointment involves increased travel or time expenditure, VELUNO reserves the right to charge for this separately. Any additional costs will be communicated transparently in advance and agreed individually. VELUNO does not enter into any general obligation to hold physical meetings, especially not at locations that have no logistical or content-related connection to the respective project.There is no general entitlement to on-site appointments. VELUNO decides on their feasibility within the scope of the respective project and the available resources.

17. Confidentiality

Both parties undertake to treat all information, data, and documents received in the course of their cooperation as confidential. This applies in particular to technical concepts, source codes, business data, strategies, and customer-related content.The confidentiality obligation shall continue beyond the end of the cooperation and shall remain in force even if the project is terminated.

18. Reference citation

VELUNO is entitled to use completed projects publicly as references. This includes, in particular, the mention of the project name, company name, screenshots, 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, they may object to this at any time in the future. In this case, VELUNO undertakes to remove the reference in question promptly and to refrain from further use.

19. Technical compatibility

All web projects are optimized for the current version of common browsers (Chrome, Safari, Firefox, Edge) and for modern mobile devices.Compatibility with outdated or non-standard hardware, operating systems, or browsers is not included in the scope of services, unless expressly agreed upon.

20. Place of performance

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

21. Termination of ongoing support

If ongoing support or a subscription service has been agreed by VELUNO, a regular notice period of 30 days to the end of the month applies.The date of receipt of the written notice of termination is decisive. If, for example, notice is given on January 15, the contract ends on February 28/29. If the contract is terminated on February 2, it ends on March 31.The 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

Upon purchase of a website, all rights of use shall be transferred to the customer without restriction upon full payment. In the case of a rented website (e.g., as part of a subscription), all property 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.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 to ensure simple and transparent contract processing with customers from Germany. VELUNO's registered office remains 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.Regardless of this, VELUNO reserves the right to determine the place of jurisdiction in the event of disputes either in Berlin or Sheridan—also vis-à-vis customers based in Europe. This flexible choice of law reflects VELUNO's international structure and ensures maximum clarity for both German and international customers.Individual offers, project agreements, or special arrangements may supplement, specify, or amend individual provisions of this framework agreement in individual cases, provided that they have been expressly agreed and recorded in writing. In this case, the individually agreed provisions shall take precedence.In the event of any contradictions between these terms and conditions and an individually agreed contract, the provisions of the individual agreement shall prevail.

Validity of this agreement

By signing this agreement, the customer accepts the “Permanent Project Terms & Conditions & Contract Framework” of VELUNO as binding. These apply to all current and future services, offers, and projects between the parties, regardless of the type, scope, or time of the order. VELUNO will actively inform the customer of any changes to the content. In this case, renewed consent is required.

Legal framework at VELUNO

VELUNO's “Project Terms & Conditions & Contract Framework” form a clear, binding, and permanently valid legal framework for all projects. They combine an international corporate structure with German contractual security – legally reviewed, formulated in a practical manner, and tailored to the needs of agencies, companies, and corporations.