Terms of Service

1. Scope of application

These project terms and conditions apply to all contracts between VELUNO (VELUNO LLC, Sheridan, WY) and its clients 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 shall only recognize deviating terms and conditions of the Customer if they have been expressly confirmed in writing.

2. Conclusion of contract

Offers 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 shall be invoiced.

3. Order acceptance and appointments

Agreed deadlines are only binding if they have been confirmed in writing.
Delays due to force majeure or unforeseeable circumstances shall extend the deadline appropriately.

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 alone is responsible for the 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 creative freedom

If the Customer does not provide any specific design specifications, the creative design shall be at the discretion of VELUNO.
Subsequent changes based on matters of taste ("I don't like it") are only possible within the framework of the original concept.
If the customer wishes to make fundamental changes after completion, this shall be regarded as a new order and invoiced separately.
Once the project has been accepted by the customer, all services rendered shall be deemed to have been performed in accordance with the contract. Subsequent changes or adjustments are only possible against separate remuneration.
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

Payment shall be made on the basis of the price list valid at the time of commissioning or an individually agreed fixed price arrangement.
The regular hourly rate is €65.00. For project-related services, this can be adjusted individually depending on the scope, complexity or urgency of the project.
A down payment 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 default in payment, VELUNO shall charge default interest in the amount 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 customer input

If the required preparatory work is not provided within 30 days, VELUNO may issue a partial invoice for services already rendered.
If the delivery remains outstanding 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 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 after 14 days, the customer shall 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 an authorized shutdown.
The website will only be reactivated once payment has been received in full 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 costs for a hosting move 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 claim by VELUNO shall lapse.
If the customer requires a restoration of his 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 undertake any automatic updates or maintenance unless a maintenance contract has been explicitly agreed.
VELUNO accepts 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 can 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 possible with a maintenance contract.
VELUNO shall not be 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 cases 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.
Liability for indirect damages, consequential damages, loss of profit or other economic disadvantages of the customer is excluded - insofar as legally permissible.
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 this is prescribed by applicable law.
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 he is using the services as part of his 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 revocation shall lapse upon commencement of the performance of the service - in particular if the performance has commenced with the express consent of the Customer prior to the expiry of a revocation period.

14. Exemption

The Customer undertakes to indemnify VELUNO LLC against all justified claims of third parties which are attributable to the unlawful use, publication or forwarding 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 claims asserted are not obviously unfounded.

15. Cancellation and termination of contract

Both parties are entitled to terminate this contract for good cause with immediate effect. 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 date of termination.
Any further claims for damages shall remain unaffected.
An important reason within the meaning of this agreement exists in particular if:
- a party repeatedly breaches contractual obligations despite a written warning;
- the customer is more than 30 calendar days in arrears with payments due;
- the customer does not provide necessary preparatory work, decisions or approvals within a reasonable period of time and the project is significantly delayed as a result.
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.
Automatic project completion on inactivity:
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 to be new orders and shall be remunerated separately. In this case, there is no longer an obligation to make subsequent improvements within the scope of the original project.
The customer undertakes to check the project immediately upon receipt for completeness, correctness and freedom from errors. If there are no substantial complaints 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 take place via modern online channels such as e-mail, telephone or video conferencing.
On-site appointments at the customer's premises can be arranged on a project-specific basis and by individual agreement. They serve exclusively for strategic or technical coordination and do not replace the digital provision of services.
If an on-site appointment is associated with increased travel or time expenditure, VELUNO reserves the right to calculate this separately. Any additional costs shall be communicated transparently in advance and agreed individually. VELUNO shall not enter into any general obligation to hold physical meetings, in particular not at locations with no logistical or content-related connection to the respective project.
There is no general entitlement to on-site appointments. VELUNO shall decide on their feasibility within the framework 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 the cooperation as confidential. This applies in particular to technical concepts, source codes, business data, strategies and customer-related content.
The obligation to maintain confidentiality applies beyond the end of the collaboration and remains in force even if the project is terminated.

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, he 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-standardized hardware, operating systems or browsers is not part of the scope of services - unless this has been expressly agreed.

20. Place of fulfillment

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, the contract 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

When purchasing 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 property rights shall 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 domiciled 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 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 provisions 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.
In the event of contradictions between these terms and conditions and an individually agreed contract, the provisions of the individual agreement shall take precedence.

Validity of this agreement

By signing, the Customer recognizes VELUNO's "Permanent Terms of Service" as binding. These shall apply to all current and future services, offers and projects between the parties - irrespective 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, practically formulated and tailored to the needs of agencies, companies and corporations.