General Terms and Conditions (AGB)
The German version is authoritative; this English text is provided for convenience. These General Terms and Conditions govern all contracts for the creation, setup, operation and maintenance of websites and web applications by blendz.me, owner Leon Radermacher (brand leonradermacher.de).
§ 1 Scope, provider, definitions
(1) These General Terms and Conditions ("Terms") apply to all contracts for the creation, setup, operation and maintenance of websites and web applications between blendz.me, owner Leon Radermacher, Schmittenstr. 92, 50354 Hürth, Deutschland, email: [email protected] ("provider", "we") and its customers ("customer"). The provider operates under the brand "leonradermacher.de". (2) An entrepreneur within the meaning of these Terms is a natural or legal person or a partnership with legal capacity that, when concluding the contract, acts in the exercise of its commercial or independent professional activity (§ 14 BGB). A consumer is any natural person who concludes the contract for purposes that are predominantly outside their commercial or independent professional activity (§ 13 BGB). The provider's offering is primarily aimed at entrepreneurs. (3) These Terms apply exclusively. Deviating, conflicting or supplementary terms of the customer become part of the contract only if and to the extent the provider has expressly agreed to their validity in text form. This requirement of consent applies in any case, even if the provider performs the service without reservation while aware of the customer's terms.
§ 2 Subject matter and service model ("demo-first")
(1) The subject matter of the contract is the specific website previously shown to the customer as a finished live demo, in the scope described in the demo and the associated offer. The demo together with the offer, not general advertising statements, is decisive for the scope of services owed. (2) Process (demo-first): The provider first creates a finished example website (demo) for the customer's business free of charge and without obligation and makes it available under a private access link accessible only to the customer. The customer decides whether to conclude the contract only after viewing the demo. The demo itself creates no contract and no payment obligation. (3) The provider offers three service paths, which the customer selects in the offer: (a) Website only (work): the provider creates the website and hands it over as a runnable, branded package. The customer operates/hosts it themselves. The build price is individual per project and stated in the offer. (b) Website + setup: as (a), plus the provider sets the website up ready for operation once (including domain connection, go-live, technical setup) for a one-time fixed price of 349 € (§ 19 UStG, see § 6). (c) Full Service: as (b), plus the provider permanently takes over hosting, maintenance, security and support within the scope of the service catalog for a monthly fee from 99 €/month; the specific amount results from the offer (see § 6). The Full Service is a continuing obligation, cancellable monthly, with no minimum term (see § 8). (4) Work and rights delimitation: The "work" is the runnable, branded website instance handed over to the customer, including its content. The reusable framework, program libraries and other generic software components used by the provider to create it remain the property or licensed intellectual property of the provider (see § 7). Handover of the raw, further-developable source code of these components is not owed. (5) The provider owes a functioning website; it does not owe any particular economic success (e.g. specific visitor numbers, revenue, search engine rankings or new-customer numbers).
§ 3 Formation of the contract (acceptance before payment)
(1) The presentation of services on the provider's website and the provision of the demo do not constitute a legally binding offer, but a non-binding invitation to the customer to submit or accept an offer. (2) On the basis of the demo, the provider submits a specific offer to the customer (chosen service path, scope of services, price). The contract is formed by the customer expressly accepting this offer. Acceptance takes place in the purchase flow by actively clicking the offer-acceptance button together with ticking the boxes acknowledging and incorporating these Terms and — where applicable — the data processing agreement (AVV). The provider logs the time of acceptance and the incorporated document versions and files them with the customer. (3) Acceptance (formation of the contract) precedes payment. Remuneration becomes due in accordance with § 6 only after valid acceptance. (4) The customer receives the contract text (Terms, AVV where applicable, offer) in a durable, storable form by email. The provider does not store the contract text beyond its statutory obligations.
§ 4 Scope of services and customer duties to cooperate
(1) The specific scope of services results from the demo and the offer. For the Full Service, the service catalog in the version valid at conclusion of the contract additionally applies, in particular regarding the scope of the included support (help and advice) and the customer's own content maintenance via the provided admin area. (2) The customer provides the provider in good time and in full with all content and information required for creation and operation (including texts, images, logos, opening hours, contact details, access credentials). The provider may rely on the accuracy and lawfulness of the content supplied by the customer. (3) Rights warranty and indemnification: The customer warrants that it holds the necessary rights to all content it supplies (photos, texts, logos, trademarks etc.) and that its use for the website does not infringe third-party rights. The customer indemnifies the provider against all third-party claims arising from an infringement through content supplied by the customer, including reasonable costs of legal defense. (4) Content approval: Texts about the customer's business created or AI-generated by the provider are reviewed and approved by the customer before go-live. The customer is responsible for the factual accuracy of statements about its business. (5) If the customer fails to meet its duties to cooperate in good time despite being requested to, agreed deadlines are extended appropriately; the provider may invoice additional effort resulting from this in accordance with § 5(3).
§ 5 Changes, additional services, cost estimate
(1) With the Full Service, ongoing operation (in particular hosting, maintenance, security, updates, backups) and support (help and advice within the scope of the service catalog) are included. The customer maintains the content themselves via the provided admin area. (2) Services that go beyond the agreed scope — in particular new pages, new functions, redesigns or extensive rebuilds — are additional services. (3) Additional services are performed only after prior approval by the customer. The provider first submits a free cost estimate based on an hourly rate of € 100 (§ 19 UStG, without VAT). Without express approval, no costs beyond the agreed remuneration arise for the customer.
§ 6 Prices and payment terms
(1) The prices stated in the offer apply. The build price is individual per project and is named in the demo or the offer. Setup costs a one-time 349 €. The Full Service costs from 99 €/month; the specific monthly fee is stated in the offer. (2) Small-business note: The provider is a small business within the meaning of § 19 UStG. The small-business VAT exemption applies; VAT is therefore not shown. All stated prices are final prices. (3) Payment processing: Payment is made via the payment service provider Stripe (Stripe Payments Europe Ltd.). The payment service provider's terms apply in addition. (4) Due dates: A deposit of 50% of the build price and setup is due upon conclusion of the contract; the remaining 50% is due upon acceptance (§ 9). Diverging payment arrangements in the offer take precedence. The monthly Full Service fee is due in advance at the start of the respective billing month and is collected via Stripe. It begins with the website's go-live. (5) Default: If the customer defaults on payment, the statutory provisions apply. Towards entrepreneurs, the provider is entitled, in the event of default on a Full Service fee, to suspend ongoing services (in particular hosting) after prior notice and an appropriate grace period. (6) The customer has a right to set-off only insofar as its counterclaims have been established with final and binding effect or are undisputed. Towards entrepreneurs, the assertion of a right of retention is limited to claims arising from the same contractual relationship.
§ 7 Rights of use, handover, intellectual property
(1) Upon full payment of the remuneration attributable to the build (and setup, where applicable), the provider grants the customer a right, unlimited in time and place and non-exclusive, to use the handed-over website instance and its content for the customer's own business purposes. In this sense the website "belongs" to the customer; the customer may take it along when the Full Service ends (see § 8(5)). (2) Rights to the generic, reusable framework, the program libraries and other software components of the provider are not transferred. These remain the licensed intellectual property of the provider. Resale, transfer to third parties, reproduction and reuse of these components outside the customer's own website use are excluded. (3) Reference naming: The provider is entitled to name the project (name, logo, screenshots, link) as a reference, unless the customer objects.
§ 8 Term and termination of the Full Service
(1) The Full Service contract runs for an indefinite period with no minimum term and may be terminated by either party at any time to the end of the current calendar month in text form (e.g. email) ("cancellable monthly"). For consumers, the provider offers an easily accessible cancellation option for this purpose (§ 312k BGB). (2) The right to extraordinary termination for good cause remains unaffected for both parties. (3) The build contract for work (service path a/b) is completed upon acceptance and payment; its termination is independent of termination of the Full Service. Termination of the Full Service does not affect the right of use in the website already acquired. (4) Price changes for existing customers: The provider may adjust the Full Service fee with a notice period of at least six weeks in text form. In the event of an increase, the customer has a special right of termination effective at the time the change takes effect. If the customer neither objects nor terminates, the change is deemed accepted; the notice draws separate attention to this effect. (5) Data handover and "migration" on termination: On termination of the Full Service, the provider hands over to the customer, on request, the website in a runnable, exported form as well as the content/data provided by the customer and accrued in operation, so the customer can continue to operate it elsewhere. The website is not shut down without replacement as long as an orderly handover is possible. Domain ownership: the customer is or becomes the domain holder; on termination the provider enables the transfer (auth code/transfer).
§ 9 Acceptance (law of contracts for work)
(1) After completion of the website, the provider notifies the customer of readiness for acceptance and makes the final website available for review. The customer reviews the website and declares acceptance (approval) or objects to specific material defects. (2) Acceptance takes place by express declaration (e.g. approval in the purchase flow with a timestamp) or by conclusive conduct. If the customer takes the website into use (go-live) or fails, despite being requested, to respond within a set reasonable period of 14 days without objecting to material defects, the website is deemed accepted (§ 640(2) BGB). Towards consumers, the provider separately notifies them in text form of the effect of remaining silent during the acceptance step. (3) Upon acceptance, remuneration becomes due (unless otherwise agreed), risk passes and the warranty period begins (§ 10). (4) The customer cannot refuse acceptance on account of immaterial defects; such defects are remedied within the scope of the warranty.
§ 10 Warranty (defect rights)
(1) The provisions of the law on contracts for work (§§ 633 ff. BGB) apply to the website build. In the case of defects, the customer is first entitled to subsequent performance. If subsequent performance fails, is impossible or the provider seriously and finally refuses it, the customer is entitled to the further statutory rights (self-remedy, price reduction, rescission, damages in accordance with § 11). (2) Limitation of defect claims: Towards consumers, the statutory period applies (generally two years from acceptance). Towards entrepreneurs, the period is shortened to one year from acceptance; excluded from this shortening are claims for injury to life, body or health as well as cases of intent and gross negligence. (3) For ongoing Full Service services, the statutory provisions apply to the service elements; disruptions are remedied within the scope of the agreed support.
§ 11 Liability
(1) The provider is liable without limitation for damage arising from injury to life, body or health that is based on a breach of duty by the provider or its vicarious agents, as well as for damage based on intent or gross negligence, further under the Product Liability Act and to the extent of a guarantee assumed by the provider. (2) For damage arising from the slightly negligent breach of a material contractual obligation, the provider is liable limited in amount to the foreseeable damage typical for the contract. Material contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. (3) Otherwise the provider's liability is excluded. In particular, the provider is not liable for the slightly negligent breach of non-material contractual obligations. (4) Where the provider's liability is excluded or limited, this also applies to the personal liability of its employees and vicarious agents. (5) Data loss: For the recovery of data, the provider is liable within the scope of the above paragraphs only if the customer has backed up the data in such a way that it can be restored with reasonable effort. With the Full Service, the provider creates regular backups (see service catalog). (6) The provider is not liable for disruptions outside its sphere of influence (e.g. failures of upstream suppliers, force majeure, acts of third parties).
§ 12 Data protection and processing on behalf
(1) The provider processes personal data in accordance with the privacy policy and the applicable data protection laws. (2) Insofar as the provider, within the scope of the Full Service (or setup), processes personal data of the customer's end users on behalf of the customer (e.g. contact form entries, bookings, statistics), the parties conclude a data processing agreement (Art. 28 GDPR), which is attached to these Terms as an annex or confirmed separately in the purchase flow. In the event of a conflict between the Terms and the AVV, the provisions of the AVV prevail for processing on behalf.
§ 13 Final provisions
(1) Text form: Amendments and additions to the contract require text form. This also applies to the cancellation of this text-form requirement. Individual agreements (§ 305b BGB) take precedence. (2) Applicable law: The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Towards consumers, this choice of law applies only insofar as it does not deprive the consumer of the protection granted by mandatory consumer-protection provisions of their state of residence. (3) Place of jurisdiction: If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the provider's registered seat. The provider is also entitled to sue at the customer's general place of jurisdiction. (4) Consumer dispute resolution: The provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board (§ 36 VSBG). (5) Severability clause: Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provisions apply in place of the invalid provision.
§ 14 Right of withdrawal for consumers
(1) Right of withdrawal: Consumers within the meaning of § 13 BGB have a statutory right of withdrawal. The withdrawal period is fourteen days from conclusion of the contract. To exercise it, a clear statement of the decision to withdraw (e.g. by email to [email protected]) suffices; using a form is not required. (2) Early commencement of performance: In the demo-first flow, the provider begins the contractual performance (handover of the purchased website, setup, operation) before the withdrawal period expires if the customer expressly requests this in the purchase flow. In doing so, the customer actively confirms making this request and acknowledging that their right of withdrawal expires upon full performance of the contract, or that in the event of early withdrawal they owe reasonable compensation for services already rendered (§ 356 (4), § 357 (8) BGB). (3) Without this express request, the provider begins performance only after the withdrawal period has expired. (4) Consequences of withdrawal: In the event of an effective withdrawal, the services received by both parties are returned; paragraph 2 applies to services rendered up to that point. Entrepreneurs (§ 14 BGB) have no statutory right of withdrawal.
The details of the consumer right of withdrawal are set out in § 14 of these Terms. Entrepreneurs within the meaning of § 14 BGB have no statutory right of withdrawal.