Terms and Conditions

These terms are a translation of the German original. In the event of discrepancies, the German version prevails.

§ 1 Scope

(1) These general terms and conditions apply to all contracts between Walat Darwish, webengineers-agency, Mühlacker, Germany (the „Contractor“) and its clients (the „Client“) concerning web design, web development, SEO and related IT services.

(2) Deviating terms of the Client are not accepted unless the Contractor expressly agrees to them in writing.

(3) These terms also apply to future business relationships without having to be referred to again.

§ 2 Offer and conclusion of contract

(1) Offers by the Contractor are binding if they contain a period for acceptance and are marked as a fixed-price offer. Otherwise they are without obligation.

(2) The contract is concluded when the Client accepts the written offer within the stated period, or when both parties confirm the order in writing, including by email.

(3) Verbal side agreements require written confirmation by the Contractor.

§ 3 Scope of services

(1) The scope of services follows from the written offer or the order confirmation.

(2) Changes or additions after conclusion of the contract require a written agreement and may change the price and the delivery date.

(3) The Contractor generally performs the services himself. He reserves the right to commission qualified third parties for clearly delimited parts of the work; responsibility for the overall service remains with the Contractor.

§ 4 Client’s duties to cooperate

(1) The Client provides all information, materials (texts, images, logos) and access credentials required for the work in good time and in full.

(2) Delays caused by materials that are not provided or provided late are not at the Contractor’s expense and may postpone the agreed delivery date.

(3) The Client warrants that he holds all necessary rights to the materials provided and that they are free of third-party rights.

§ 5 Fees and payment

(1) The fee follows from the agreed offer. All prices are net amounts in euros plus statutory value added tax, where the Contractor is liable for VAT.

(2) For business clients within the EU holding a valid VAT identification number, the reverse-charge procedure applies. For clients outside the EU, no German VAT is charged. Any taxes or duties payable in the Client’s own country are borne by the Client.

(3) For orders above €500 net, a down payment of 50 per cent is due when the order is placed. The remaining 50 per cent is payable on completion and acceptance.

(4) Invoices are payable in full within 14 days of the invoice date. Bank charges for international transfers are borne by the Client.

(5) In the event of late payment, the Contractor is entitled to charge default interest at the statutory rate as well as a flat reminder fee.

(6) The Contractor may suspend work until outstanding amounts have been paid in full.

§ 6 Delivery, acceptance and handover

(1) Delivery dates are binding if they are expressly designated as such in the offer.

(2) On completion, the Contractor makes the work available for acceptance. The Client accepts it within seven working days or reports substantiated defects.

(3) The work is deemed accepted if no substantiated objections are raised within the acceptance period.

(4) After payment in full, all access credentials are handed over to the Client.

§ 7 Warranty

(1) The Contractor warrants that the work has the agreed characteristics and is free of material defects.

(2) Defects must be reported in writing without delay after discovery. The Contractor has the right to remedy them. If this fails twice, the Client may demand a reduction of the fee or withdraw from the contract.

(3) Towards businesses the warranty period is 12 months from acceptance. Towards consumers the statutory periods apply.

(4) There is no warranty claim for defects caused by improper use, intervention by third parties or technical changes to the hosting made by the Client.

§ 8 Copyright and rights of use

(1) After payment in full, the Contractor grants the Client the non-exclusive right to use the works created for the agreed purpose.

(2) Resale or sub-licensing to third parties is only permitted with express written consent.

(3) The Contractor retains the right to use the work created in his portfolio and for reference purposes unless the Client expressly objects.

§ 9 Limitation of liability

(1) The Contractor is liable without limitation for damage caused intentionally or through gross negligence, and for damage to life, body or health.

(2) For slight negligence he is liable only for the breach of a material contractual obligation. In that case liability is limited to the foreseeable damage typical for this type of contract, and at most to the value of the order.

(3) Liability for loss of profit as well as for indirect and consequential damage is excluded as far as legally permissible.

§ 10 Data protection

The Contractor processes personal data exclusively for the performance of the contract and within the scope of the statutory provisions. Details are set out in the privacy policy.

§ 11 Termination

(1) The Client may terminate the contract in writing at any time. He pays for the services already rendered.

(2) The Contractor may terminate without notice for good cause, in particular where payment is more than 30 days overdue.

§ 12 Right of withdrawal for consumers

Consumers have a statutory right of withdrawal for contracts concluded exclusively by means of distance communication. The details follow from the withdrawal instructions provided separately to consumers before the contract is concluded.

§ 13 Consumer dispute resolution

We are neither willing nor obliged to take part in dispute resolution proceedings before a consumer arbitration board (§ 36 VSBG).

§ 14 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. For consumers with habitual residence in another country, the mandatory consumer protection provisions of that country remain unaffected.

(2) The place of jurisdiction is Mühlacker, Germany, as far as legally permissible.

(3) Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected.