Terms and Conditions

(1) These General Terms and Conditions (hereinafter "Terms") apply to all contracts, services, and offers between me, Eric Menge, trading as EMIT Solution, Ottmannshausen 68, 99439 Am Ettersberg (hereinafter "I", "me", or "EMIT Solution"), and my respective contractual partner (hereinafter "Client"). They apply to the entire business relationship, including future contracts, without the need for renewed reference.

(2) My services are generally directed at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity who, when concluding the contract, act in the exercise of their commercial or independent professional activity. I accept consumers within the meaning of § 13 BGB only in exceptional cases; for them, the supplementary special provisions in Part C of these Terms apply. I expressly point out that business founders may also be treated as consumers in legal terms before commencing their commercial activity.

(3) These Terms apply exclusively. The Client's general terms of business or purchasing terms shall not become part of the contract, even if I do not separately object to them and render my service unconditionally in the knowledge of such terms. Deviating, conflicting, or supplementary terms of the Client apply only insofar as I have expressly agreed to their validity in text form.

(4) The version of these Terms valid at the time the contract is concluded shall apply in each case. Amendments to these Terms are governed by § 21.

(5) Definitions: Where these Terms refer to "services", this comprises all services offered by me, in particular web development, AI automation, maintenance and support, as well as hosting and operation (cf. § 3). "Text form" means a legible declaration on a durable medium (e.g. email) pursuant to § 126b BGB; a handwritten signature is not required.

(1) My offers are subject to change and non-binding unless they are expressly marked as binding or contain a specific period of commitment. Presentations of my services on my website, in presentations, or in other documents do not constitute binding offers but rather an invitation to submit an enquiry.

(2) A free initial consultation as well as non-binding advice or cost estimates do not establish a contract or any obligation to pay. No contract arises as a result.

(3) If I submit a specific offer marked as binding, it is valid – unless otherwise stated – for 30 calendar days from the date of the offer.

(4) The contract is concluded when the Client accepts my offer in text form within the commitment period (placing of order) and I confirm the acceptance in text form or commence performance of the service. Decisive for the content and scope of the contract is my order confirmation, or, in the alternative, the offer submitted by me.

(5) If the Client accepts my offer with amendments, additions, or restrictions, this constitutes a new offer by the Client, which requires my renewed confirmation in text form.

(6) There are no verbal collateral agreements. Additions and amendments to the contract require text form for evidentiary purposes; this does not apply to individual contractual agreements, which take precedence pursuant to § 305b BGB.

(1) I provide services in the following areas: Web development – conception, design, and programming of websites and web applications; AI automation – conception and implementation of automated processes, workflows, chatbots, and comparable applications using artificial intelligence; Maintenance and support – ongoing care, updating, and technical support of existing applications; Hosting and operation – provision and operation of applications on European infrastructure.

(2) The specific content, scope, and characteristics of the service owed result conclusively from the respective offer or my order confirmation. I do not owe services that are not expressly named therein. Properties that I have not expressly assured do not constitute an agreement on quality; public statements or advertising do not establish any duty of performance beyond the agreed quality.

(3) The special provisions in Part B of these Terms apply additionally to the individual types of service (web projects § 15, AI automation § 16, maintenance and support § 17, hosting and operation § 18). In the event of conflicts, the special provisions take precedence over the general provisions.

(4) Subsequent change or extension requests by the Client that go beyond the agreed scope of services (change requests) are not covered by the agreed remuneration and are remunerated separately pursuant to § 5. Further details are governed by § 15 (2) (on change requests).

(5) The choice of the technologies, frameworks, tools, and technical solutions used is at my dutiful discretion, provided the contractually agreed purpose is achieved and nothing else is stipulated in the offer.

(6) I am entitled to engage suitable subcontractors or third parties to provide my services. My responsibility towards the Client remains unaffected by this; further details are governed by § 12.

(1) The proper and timely provision of my services requires the active cooperation of the Client. The Client provides me with all content, materials, and information required for the provision of services in good time, completely, in a suitable form, and free of charge. This includes in particular texts, images, graphics, logos, brand specifications, required access data (e.g. to servers, domains, accounts, and interfaces), as well as other information necessary for the project.

(2) The Client ensures that it holds all required rights (in particular copyright, usage, trademark, and personality rights) to the content and materials provided by it and that their use for the agreed purpose does not infringe any third-party rights. The Client indemnifies me against all third-party claims asserted against me due to an infringement of such rights by the content provided by the Client, including reasonable costs of legal defence. This does not apply insofar as the Client is not responsible for the infringement.

(3) The Client names me a contact person who can make or promptly bring about the decisions required for the project, as well as a deliverable contact address in text form.

(4) The Client renders required acts of cooperation, approvals, acceptances, and feedback within the agreed period or, failing agreement, within a reasonable period. Unless otherwise agreed, a period of ten working days from my request is deemed reasonable.

(5) If the Client fails to meet its duties to cooperate, or fails to do so in good time or properly, agreed dates and deadlines are extended appropriately by the period of the delay plus a reasonable restart period. Any default on my part caused thereby is excluded. I may invoice separately, in accordance with the provisions of § 5, additional expenses incurred by me through the breach of duties to cooperate (e.g. through renewed familiarisation, repetition of work, or project standstill). Further statutory claims remain unaffected.

(6) Insofar as I access the Client's systems or data or make changes to existing applications, it is incumbent on the Client to back up its data regularly and completely in accordance with the state of the art. I am liable for data losses only in accordance with § 9 and only insofar as the Client has complied with its backup obligation.

(1) The amount of the remuneration and the type of billing (fixed price or billing according to expenditure) result from the respective offer or my order confirmation. If no remuneration is agreed in an individual case, the customary remuneration is deemed owed.

(2) All prices are net in euros plus the applicable statutory value-added tax. Travel costs and expenses incurred on behalf of the Client are charged separately, insofar as they are not expressly included in the fixed price.

(3) For project-based services (in particular web development and AI automation), the remuneration becomes due as follows, unless otherwise agreed in the offer: 30 % of the agreed fee as a down payment upon placing the order (prerequisite for the start of the project); 70 % after completion or acceptance of the service (cf. § 15). For more extensive projects, a different staggering in partial amounts according to project phases (milestones) may be agreed in the offer.

(4) Additional services, change and extension requests (change requests, § 3 para. 4), as well as additional expenses resulting from breached duties to cooperate (§ 4 para. 5), are billed, unless otherwise agreed, according to expenditure at my respectively applicable hourly rate. The hourly rate is stated in the offer or separately in text form.

(5) Invoices are due for payment without deduction within 14 calendar days of the invoice date, unless another payment period is stated in the offer.

(6) If the Client is in default of payment, I am entitled to demand default interest at the statutory rate. Towards entrepreneurs, the default interest rate is 9 percentage points above the base rate (§ 288 para. 2 BGB); towards consumers, 5 percentage points above the base rate. I reserve the right to assert further default damages as well as the flat rate pursuant to § 288 para. 5 BGB.

(7) If the Client is in default of a due payment, I am entitled, after prior notice in text form and the expiry of a reasonable period, to suspend further work until payment is made in full. Furthermore, the granting of usage rights is subject to the condition precedent of payment in full (§ 7 para. 3).

(8) Towards entrepreneurs, set-off is only permissible with undisputed or legally established counterclaims. The Client may exercise a right of retention only on account of counterclaims arising from the same contractual relationship. Towards consumers, the statutory provisions apply.

(9) Ongoing services (in particular maintenance, support, and hosting pursuant to §§ 17, 18) are billed monthly in advance, unless otherwise agreed.

(1) Dates and deadlines are binding only if they have been expressly confirmed by me in text form as binding or as a fixed date. Otherwise, they are non-binding guide values serving for temporal orientation.

(2) Compliance with dates presupposes the timely and complete fulfilment of the Client's duties to cooperate (§ 4) as well as the timely receipt of the agreed down payment (§ 5 para. 3).

(3) Delays based on late or omitted cooperation by the Client (§ 4 para. 5) or on force majeure (§ 14) postpone agreed dates appropriately. Circumstances for which I am not responsible do not constitute default on my part.

(4) If I am in default with a service that was agreed as binding, the Client must first set me a reasonable grace period in text form. Further statutory rights of the Client remain unaffected; liability is governed by § 9.

(5) Partial services are permissible and may be accepted and billed separately, insofar as this is reasonable for the Client and does not conflict with the character of the project.

(1) I hold the copyrights to the services rendered and works created by me (in particular source code, designs, concepts, graphics, and texts). The copyright itself is not transferable (§ 29 UrhG); only usage rights are transferred in accordance with the following paragraphs.

(2) The Client receives the usage rights required for the agreed use. Nature and scope result from the offer. If nothing is stipulated there, I grant the Client a simple, geographically and temporally unlimited usage right for the contractually presupposed purpose. An exclusive usage right is granted only insofar as this is expressly agreed. Rights not expressly granted remain with me (§ 31 para. 5 UrhG).

(3) The granting of all usage rights is subject to the condition precedent of payment in full of the agreed remuneration. Until payment in full, I permit the Client to use the service only provisionally and revocably, insofar as this is necessary to fulfil the purpose of the contract.

(4) Any editing, modification, or further development of my works by the Client or by third parties is only permissible insofar as a corresponding editing right has been expressly granted or results from the purpose of the contract. Otherwise, § 39 UrhG applies.

(5) Open-source components may be used to provide my services, which are subject to their respective licence conditions. I inform the Client about the use of components with further-reaching obligations (in particular copyleft licences such as GPL/AGPL). For these components, only the respective licence conditions apply; they are not the subject of the granting of usage rights under this contract.

(6) If third-party content or tools are used for the project (e.g. stock photos, fonts, paid plugins), the respective licence conditions apply to the specific project. The procurement, renewal, or extension of licences beyond the agreed scope is incumbent on the Client, unless expressly agreed otherwise.

(7) A claim to the release of the source code or the working files exists only insofar as this has been expressly agreed.

(8) I remain entitled to use the non-confidential general know-how to which I am entitled (in particular ideas, concepts, methods, techniques, and reusable program modules) that arose within the scope of the project, also for other projects.

(1) For work performances (in particular web projects pursuant to § 15), the statutory rights in respect of defects apply with the provisos of this section. The prerequisite for rights in respect of defects is the effected or deemed acceptance (§ 15).

(2) In the event of a defect, the warranty is initially provided by subsequent performance. I must be given the opportunity for subsequent performance within a reasonable period. If subsequent performance fails, is impossible, or I seriously and definitively refuse it, the Client is entitled to the statutory rights (reduction or rescission).

(3) Towards entrepreneurs, claims for defects become time-barred within twelve months from acceptance. This shortening does not apply in cases of intent, fraudulent concealment, gross negligence, in the case of damages arising from injury to life, body, or health, or in cases of mandatory statutory liability. Towards consumers, the statutory limitation periods apply unchanged (Part C).

(4) According to the state of the art, software does not in every respect fully meet error-free requirements. A defect exists only if the service reproducibly deviates from the agreed quality and thereby the suitability for the contractually presupposed use is impaired more than insignificantly. Insignificant deviations do not establish rights in respect of defects.

(5) Towards entrepreneurs, the Client must inspect the service without undue delay after handover or acceptance and give notice of recognisable defects without undue delay in text form; otherwise, the service is deemed approved in this respect.

(6) No claims for defects exist in the case of errors that are based on subsequent changes by the Client or third parties, on improper use or operation, on changes to the technical environment (e.g. updates to browsers, operating systems, or third-party software), or on the non-observance of instructions given by me, insofar as the defect is attributable thereto.

(1) I am liable without limitation in cases of intent and gross negligence, for damages arising from injury to life, body, or health, in the case of fraudulently concealed defects or insofar as I have assumed a guarantee or a procurement risk, as well as under the mandatory provisions of the German Product Liability Act.

(2) In the case of a slightly negligent breach of a material contractual duty, my liability is limited to the foreseeable damage typical for the contract at the time of conclusion of the contract. Material contractual duties are those duties whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely.

(3) Otherwise, my liability for damages caused by slight negligence is excluded, in particular in the case of the breach of non-material contractual duties.

(4) Insofar as my liability is limited or excluded under the preceding paragraphs, this also applies to the personal liability of my employees, representatives, and vicarious agents as well as the subcontractors engaged by me (§ 12).

(5) For the loss of data, I am liable in accordance with the preceding paragraphs only to the extent that would also have been necessary to restore the data in the case of proper and regular data backup by the Client (§ 4 para. 6).

(6) I am not liable for disruptions, failures, or damages based on services, systems, or infrastructure of third parties (e.g. hosting providers, providers of AI models, payment service providers, telecommunications networks) or on force majeure (§ 14), insofar as I am not responsible for them.

(7) A change in the statutory burden of proof to the detriment of the Client is not associated with the preceding provisions.

(1) Both parties undertake to treat all confidential information of the respective other party that becomes known to them in the course of the cooperation confidentially, not to pass it on to third parties, and to use it exclusively for the purposes of performing the contract.

(2) Confidential information is all information marked as confidential or recognisably confidential by its nature, in particular business and trade secrets, access data, strategies, customer data, and technical documents.

(3) The obligation does not apply to information that is demonstrably generally known or becomes known without fault of the receiving party, that was already lawfully known to the receiving party beforehand, that was developed independently, or that must be disclosed due to a statutory obligation or a judicial or official order.

(4) The confidentiality obligation continues to apply beyond the end of the contractual relationship for as long as a legitimate interest in secrecy exists.

(5) If I engage subcontractors (§ 12), I oblige them to confidentiality to the same extent.

(1) I am entitled to name and present the services rendered for the Client as a reference for the purposes of my own advertising, in particular by naming the Client's name and logo as well as by means of images (e.g. screenshots) and a general description of the project on my website, in my portfolio, and in presentations.

(2) The Client may object to this use at any time with effect for the future in text form. After receipt of the objection, I remove the reference concerned within a reasonable period.

(3) Confidential content and trade secrets of the Client (§ 10) are not disclosed within the scope of the reference.

(1) I am entitled to engage suitable subcontractors or other third parties to provide my services.

(2) The engagement of subcontractors leaves my responsibility towards the Client unaffected. I remain the sole contractual partner of the Client and am answerable for the services of the third parties engaged by me as for my own services.

(3) Insofar as subcontractors process personal data on behalf of the Client, their engagement takes place in accordance with data protection law and the data processing agreement (§ 13).

(1) Both parties observe the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

(2) Insofar as, within the scope of my services, I process personal data on behalf of the Client (processing on behalf within the meaning of Art. 28 GDPR) – for example in the maintenance, development, or operation of systems that process personal data –, the parties conclude a separate data processing agreement (DPA). This regulates the data protection details and takes precedence over the provisions of these Terms in the event of conflicts regarding data processing.

(3) A data processing agreement is required in particular if I receive access to personal data of the Client or its customers. In the case of purely conceptual or creative activity without access to personal data, a DPA is not required.

(4) The processing of the Client's personal data for the purpose of initiating, performing, and settling the contractual relationship is governed by my privacy policy.

(1) Events of force majeure that significantly impede or render impossible my performance release me from the obligation to perform for the duration of the disruption and to the extent of its effect. Force majeure comprises all events independent of the will and influence of the parties that are unforeseeable and unavoidable, in particular natural disasters, fire, war, terror, pandemics and official measures, strikes and lockouts, as well as large-scale or prolonged failures of electricity, telecommunications, or internet infrastructure or of third-party services on which I depend.

(2) Unculpable prevention also includes an unculpable, not merely short-term personal prevention on my part, in particular due to serious illness or accident. As I operate as a sole trader without permanent representation, agreed dates, deadlines, and response times (cf. § 17) are postponed appropriately in these cases.

(3) I will inform the Client about the occurrence and the expected duration of such an event without undue delay, as soon as this is possible and reasonable for me. Agreed dates and deadlines are extended by the duration of the disruption plus a reasonable restart period.

(4) If an event of force majeure lasts longer than two months, either party is entitled to terminate the affected part of the contract by declaration in text form. Partial services already rendered are in this case to be remunerated according to the state of their provision.

(1) The creation of websites, web applications, and comparable individual software is provided by me on the basis of a contract for work and services. What is owed is the production of the work agreed in the offer.

(2) Change and extension requests expressed after conclusion of the contract that go beyond the agreed scope of services (change requests) require a separate agreement in text form. I inform the Client of the resulting additional expense, the additional remuneration (§ 5 para. 4), and any effects on agreed dates. Until agreement on a change request, I continue the work on the basis of the originally agreed scope.

(3) After completion of the work, I indicate readiness for acceptance to the Client. The Client is obliged to inspect and accept the work within 14 calendar days, provided it is essentially in conformity with the contract. Acceptance takes place in text form.

(4) The work is deemed accepted if the Client does not refuse acceptance within the period pursuant to paragraph 3, stating at least one specific defect in text form. If the Client is a consumer, this effect only occurs if, in the request for acceptance, I have informed the Client in text form of the consequences of an omitted acceptance or an acceptance refused without stating defects.

(5) If the Client takes the work or distinguishable parts thereof into productive use (e.g. activation of a website in live operation), this is deemed acceptance of the part concerned, insofar as material defects were not previously given notice of in text form.

(6) Distinguishable partial services or project phases may be accepted separately (partial acceptance).

(7) Acceptance may not be refused on account of insignificant defects. Such defects are remedied within the scope of the warranty (§ 8).

(1) Services in the area of AI automation are based on the use of probabilistic models of artificial intelligence. Such systems produce results that by their nature are not always correct, complete, or suitable for every individual case. I owe the professional conception and implementation of the agreed automation, but no warranty for the substantive correctness, completeness, or suitability of the results produced by the AI in ongoing operation.

(2) The Client is obliged to check the results produced by AI systems for correctness and suitability before using them (human control, "human in the loop"). The Client bears responsibility for the productive use of the AI automation provided and for the decisions based on its results.

(3) I assume no warranty that AI systems permanently deliver consistent results. In particular, changes, updates, or discontinuations of the underlying models or interfaces by their providers may influence the behaviour of the automation.

(4) Third-party models and services may be used to provide AI services (e.g. from OpenAI, Anthropic, or Google). Their availability, scope of functions, conditions, and prices are outside my sphere of influence. Insofar as personal data is processed in this context, the engagement of such providers as sub-processors takes place in accordance with the data processing agreement (§ 13).

(5) The Client is responsible for ensuring that the data fed into the AI systems may be used lawfully. Personal or confidential data may only be fed in insofar as a legal basis exists. Use of the Client's data for training AI models takes place only insofar as this is expressly agreed.

(6) Content produced purely by AI may, under the current legal situation, possibly not be protected by copyright. I can grant usage rights to the results only insofar as protectable rights exist therein and their granting is agreed (§ 7).

(7) The Client is itself responsible for the legally compliant use of the AI automation within its sphere of responsibility, in particular for compliance with the requirements of the EU Artificial Intelligence Act (EU AI Act), including any transparency and labelling obligations towards its own users.

(1) I provide maintenance and support services on the basis of the respective offer as an ongoing service (continuing obligation). The specific scope of services results from the offer.

(2) The scope of services may comprise in particular the application of security-relevant updates and patches, minor content-related or technical adjustments, and technical support. Security-relevant updates are, insofar as agreed, part of the ongoing service. More extensive functional enhancements, larger version jumps (major updates), or new developments are not included and are remunerated separately pursuant to § 5.

(3) I endeavour to respond promptly to support and maintenance requests – as a rule within two working days. "Response" means a first reply to the matter; it does not constitute a commitment to a solution within this period. The response time applies on working days (Monday to Friday, excluding public holidays at the provider's place of business). In the case of absence announced in advance and in cases of unculpable prevention or force majeure (§ 14), the response time is extended accordingly. A binding availability or response guarantee going beyond this exists only insofar as it is expressly agreed in text form.

(4) Remuneration is made, unless otherwise agreed, monthly in advance (§ 5 para. 9).

(5) The maintenance or support relationship is concluded for an indefinite period and without a minimum term. It may be terminated ordinarily by either party with a period of two weeks to the end of a calendar month in text form. The right to extraordinary termination for good cause (§ 314 BGB) remains unaffected.

(6) The regular backup of its data is incumbent on the Client (§ 4 para. 6). Insofar as expressly agreed, I create a backup before significant interventions (e.g. updates); I do not owe any archiving going beyond this.

(7) A particular availability of the maintained systems is not owed, insofar as it is not expressly agreed.

(1) Insofar as agreed, I provide and operate applications on European infrastructure. For this purpose, I use third-party services (e.g. data centre and infrastructure providers).

(2) I endeavour to ensure a high availability of the provided systems. A particular availability is owed only insofar as it is expressly agreed in text form. Necessary maintenance and update work that may lead to temporary restrictions is, where possible, announced by me in advance.

(3) The services of the infrastructure providers used are subject to their conditions. I am not liable for failures, disruptions, or changes based on such third-party services or on force majeure for which I am not responsible (§ 9 para. 6).

(4) The regular backup of the operated data is incumbent on the Client, insofar as a backup by me is not expressly agreed.

(5) The hosting or operation relationship is concluded for an indefinite period and without a minimum term and may be terminated ordinarily by either party with a period of two weeks to the end of a calendar month in text form. The right to extraordinary termination for good cause remains unaffected.

(6) Upon termination of the hosting relationship, I support the Client, at its request, to a reasonable extent in transferring the data or migrating to another provider. The expense incurred for this is remunerated pursuant to § 5, unless otherwise agreed.

(1) If the Client is a consumer and the contract is concluded by means of distance selling (exclusively using means of distance communication), the consumer is generally entitled to a statutory right of withdrawal. The withdrawal period is 14 days from conclusion of the contract.

(2) The details of exercising the right of withdrawal result from the withdrawal instructions set out below. The model withdrawal form is attached; its use is not prescribed.

(3) The right of withdrawal does not exist or expires prematurely in particular in the case of contracts for the supply of goods or the provision of services that are produced according to the consumer's individual specifications or are clearly tailored to the consumer's personal needs (§ 312g para. 2 no. 1 BGB). As I predominantly provide individual services according to customer specification, the right of withdrawal is regularly excluded in these cases.

(4) In the case of contracts for digital services, the right of withdrawal additionally expires if I have begun performance after the consumer has expressly consented that I begin performance before expiry of the withdrawal period and has confirmed knowledge that, through this consent, the consumer loses the right of withdrawal upon commencement of performance (§ 356 para. 4 BGB).

(5) Insofar as a right of withdrawal exists and the contract is concluded via a website or application, I provide the electronic withdrawal function provided for by law.

(1) Towards consumers, the statutory limitation periods apply to claims for defects; the shortening to twelve months pursuant to § 8 para. 3 does not apply.

(2) The agreement on jurisdiction pursuant to § 23 does not apply towards consumers; in this respect, the statutory provisions remain applicable.

(3) Insofar as individual provisions of these Terms would be wholly or partly invalid towards consumers, the statutory provisions apply towards them in their place; the validity of the remaining provisions remains unaffected.

(1) In the case of continuing obligations (in particular maintenance, support, hosting), I am entitled to amend these Terms with effect for the future. I notify the Client of amendments at least six weeks before they take effect in text form. If the Client does not object within six weeks of receipt of the notification in text form, the amendments are deemed approved; I point out this consequence separately in the notification. If the Client objects in due time, the contractual relationship is continued under the previous conditions; my right to ordinary termination remains unaffected.

(2) For one-off project services, the version agreed at conclusion of the contract applies (§ 1 para. 4).

(1) The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Client is a consumer with habitual residence in another state, the mandatory consumer protection provisions of that state remain unaffected.

(1) The place of performance is my place of business in Am Ettersberg (Thuringia).

(2) If the Client is a merchant, a legal person under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is my place of business. I am also entitled to bring an action at the Client's general place of jurisdiction.

(1) I am neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board (§ 36 VSBG).

(1) Should individual provisions of these Terms be or become wholly or partly invalid or unenforceable, this does not affect the validity of the remaining provisions. The statutory provisions take the place of the invalid or unenforceable provision.

(2) Amendments and additions to the contract require text form for evidentiary purposes. Individual contractual agreements take precedence (§ 305b BGB).

(3) These Terms are supplemented by a data processing agreement (DPA) pursuant to Art. 28 GDPR insofar as I process personal data on behalf of the Client (§ 13). The DPA is concluded separately in the individual case and is not part of the published Terms.