Terms & Conditions (T&Cs)
of “Virtulen” - Owner: Erik Lenhardt
Am Einfang 2
85640 Putzbrunn
Bavaria, Germany
This English version is a convenience translation of the German “Allgemeine Geschäftsbedingungen (AGB)”. In case of contradictions, the German version shall prevail.
1. Scope of application
1.1 These Terms & Conditions apply to all contracts between Virtulen and its clients regarding design, development, relaunch, SEO and related services for websites, webshops and web applications, as well as optional hosting support and ongoing maintenance.
1.2 Any deviating, conflicting or supplementary terms and conditions of the Client shall only become part of the contract if Virtulen has expressly agreed to their validity in text form.
1.3 These T&Cs are primarily intended for business clients (B2B). If Virtulen enters into contracts with consumers, mandatory consumer protection laws may override or modify certain clauses. In such cases, these T&Cs must be reviewed and adapted by a qualified lawyer before use.
2. Subject matter of the contract and scope of services
2.1 The subject matter of the contract is the service described in Virtulen’s individual offer, such as:
- concept development, UX/UI design and layouts for websites, webshops or web apps,
- programming and technical implementation (e.g. with modern web technologies such as Next.js),
- technical and content-related SEO optimisation,
- relaunch of existing web presences,
- integration of third-party services (e.g. payment providers, newsletter tools, external APIs),
- assistance with hosting setup and configuration (e.g. via Vercel),
- optional ongoing maintenance, updates and support.
2.2 The type, scope, timeline and remuneration of the services follow from Virtulen’s individual offer and any attached specifications. Verbal agreements shall only become binding if confirmed by Virtulen in text form (e.g. via e-mail).
2.3 Virtulen may use suitable subcontractors and third-party service providers to perform the services but remains the Client’s contractual partner.
3. Duties of cooperation of the Client
3.1 The Client shall provide all necessary information, content and materials in time, complete and in an appropriate format, including but not limited to:
- texts (e.g. page copy, blog posts, product descriptions),
- images, graphics, logos, videos,
- mandatory company and legal information,
- access data to existing systems (e.g. domains, hosting, CMS, e-mail accounts),
- corporate design / branding guidelines, if available.
3.2 The Client warrants that it owns all required rights of use to the content supplied and that such content does not infringe third-party rights (such as copyright, trademarks or personality rights).
3.3 The Client shall review and approve drafts, prototypes and intermediate results within a reasonable period and shall provide consolidated feedback and change requests. Delays caused by late feedback or missing information will extend agreed timelines accordingly.
3.4 If the Client fails to cooperate as required, Virtulen may set a reasonable grace period. Upon expiry of this period without result, Virtulen may suspend work and invoice the services rendered so far. Further damages claims remain reserved.
4. Offers and conclusion of contract
4.1 Unless expressly indicated otherwise, offers by Virtulen are non-binding.
4.2 A contract is concluded when:
- the Client accepts Virtulen’s offer in writing or in text form (e.g. by e-mail or electronic signature), or
- both parties sign a project agreement.
4.3 Any changes or extensions to the agreed scope of services require a separate agreement and may lead to additional costs and adjusted timelines (see section 7).
5. Remuneration and payment terms
5.1 The remuneration is based on the respective offer or contract. Unless stated otherwise, all prices are exclusive of applicable VAT.
5.2 Virtulen may request advance payments and instalments in line with project milestones (e.g. down payment at commissioning, further instalments after design approval or development milestones).
5.3 Unless otherwise agreed, invoices are due for payment within 14 days from the invoice date without deduction.
5.4 In case of payment default, Virtulen is entitled to statutory default interest and may suspend ongoing work until all outstanding payments have been settled.
5.5 For long-term or recurring services (such as maintenance or hosting support), Virtulen may charge a monthly, quarterly or annual fee. Details follow from the respective agreement.
6. Project schedule and acceptance
6.1 Timeframes and launch dates are – unless expressly confirmed as binding – target deadlines only.
6.2 Upon completion of the agreed services, Virtulen will provide the Client with a preview / staging environment or conduct an acceptance presentation. The Client shall review the services and either declare acceptance or notify Virtulen of any material defects within a reasonable period (usually 7 business days).
6.3 If no substantiated defect notification is received within this period, the services shall be deemed accepted. In any case, the project is deemed accepted when it is launched live at the Client’s request.
6.4 Minor deviations or defects that do not significantly impact functionality do not justify refusal of acceptance and will be corrected within the scope of warranty.
7. Changes to the scope of services (Change Requests)
7.1 If the Client requests changes after the contract has been concluded (e.g. additional pages, features or integrations), Virtulen will, upon request, submit a revised offer covering such changes.
7.2 Until the parties have agreed on the changed scope, Virtulen may continue work based on the originally agreed services, where feasible.
7.3 Additional services are – unless otherwise agreed – charged based on Virtulen’s current hourly rates or a separate flat-fee agreement.
8. Intellectual property and rights of use
8.1 Virtulen retains all copyrights and related intellectual property rights in the works created by Virtulen (including, without limitation, designs, layouts, source code, scripts, components, modules, templates, texts, graphics, concepts and other deliverables; collectively the “Works”), unless expressly agreed otherwise.
8.2 Upon full payment of all agreed fees, the Client is granted a simple, non-exclusive, worldwide and perpetual right to use the Works for the purpose agreed in the contract (in particular to operate the specific website, webshop or web application within the Client’s own business). This right of use includes the technical reproduction, modification and making available of the Works as required for their intended operation.
8.3 The Client does not obtain any exclusive rights to the underlying source code or the general technical building blocks developed or used by Virtulen (such as reusable components, functions, templates, modules, libraries or configuration patterns). Virtulen remains free to reuse such building blocks, parts of the source code, concepts and technical solutions in other projects for other clients at any time.
8.4 Any transfer of exclusive rights or full assignment of rights (e.g. to the entire source code) shall require a separate written agreement and additional remuneration. Even in such case, Virtulen remains free to use its general know-how, programming patterns and independently developed components in other projects.
8.5 Where Virtulen provides source code to the Client (e.g. via a Git repository or export), the Client receives a non-exclusive, non-transferable and non-sublicensable licence to use this code for operating and further developing the specific project only. Virtulen is not obliged to delete its own working copies or to refrain from using the same or similar code in future projects, unless expressly agreed otherwise in text form.
8.6 Rights in content supplied by the Client (e.g. texts, images, logos, videos) remain – unless otherwise agreed – with the Client. The Client grants Virtulen a simple licence to use such content to the extent necessary for creating, modifying, publishing, maintaining and showcasing the project. The Client warrants that it holds all necessary rights and shall indemnify Virtulen from any third-party claims arising from unlawful use of such content.
8.7 Where Virtulen integrates open-source software or third-party components, their respective licence terms apply in addition and must be observed by the Client. Virtulen will point out relevant licence terms to the Client where reasonably possible.
9. Hosting, third-party services and infrastructure (e.g. Vercel, AWS)
9.1 At the Client’s request, Virtulen may assist in selecting, setting up and configuring hosting and infrastructure services (e.g. Vercel, domain and e-mail providers, CDNs, database or cloud services such as AWS, Google Cloud, etc.). These services are provided by independent third-party providers under their own contractual terms and conditions.
9.2 Depending on the chosen model, the underlying hosting or cloud contract is concluded either directly between the Client and the third-party provider or via Virtulen acting as a technical administrator or reseller. Details follow from the respective offer and contract documentation of the provider.
9.3 The Client acknowledges that availability, performance, security, data storage and reachability of the systems operated by third parties (in particular, but not limited to, Vercel, AWS and their subcontractors) are outside Virtulen’s direct control. Service levels, availability and response times are determined solely by the agreements between the Client or Virtulen and the third-party provider.
9.4 Virtulen shall not be liable for outages, downtime, disruptions, delays, data loss or security incidents that are wholly or mainly caused by failures, maintenance work or changes in the systems of such third-party providers or their infrastructures, unless Virtulen is at fault. Mandatory statutory liability remains unaffected.
9.5 The Client is responsible for reviewing and complying with all terms of service, SLAs, privacy policies and other contractual provisions of the third-party providers used. Virtulen may support the Client in this process but is not obliged to provide legal review or monitoring of those conditions.
9.6 Any availability or performance commitments made by Virtulen are subject to the technical and contractual limitations of the underlying third-party providers.
10. SEO, performance and rankings
10.1 As part of its SEO services, Virtulen may optimise technical and content-related aspects of the website or application (e.g. loading speed, structure, metadata, content recommendations).
10.2 The Client understands that search engine rankings and reach depend on numerous external factors (competition, algorithm changes, user behaviour, etc.). Virtulen therefore cannot guarantee any specific rankings, traffic volumes or revenue figures.
11. Legal texts (e.g. imprint, privacy policy) and eRecht24
11.1 Virtulen does not provide legal advice. This applies in particular to the drafting, selection or modification of legal texts such as imprints, privacy policies, cookie notices or terms & conditions for the Client’s own business.
11.2 If, at the Client’s explicit request, Virtulen uses an external service (such as eRecht24) to generate legal texts, this is done purely as a technical implementation service. Virtulen merely fills in templates provided by the service with the Client’s data.
11.3 Virtulen assumes no responsibility for the legal accuracy, completeness or currency of such texts and does not warrant that they are suitable or legally compliant for the Client’s specific case.
11.4 The Client is responsible for having such legal texts reviewed and updated by a qualified lawyer or legal service before publication and at regular intervals.
11.5 Virtulen shall only be liable for any legal issues arising from such legal texts within the limits of these T&Cs and only where Virtulen is at fault.
12. Warranty
12.1 Statutory warranty provisions apply unless otherwise agreed in this section.
12.2 The Client shall notify Virtulen of any obvious defects in writing or in text form without undue delay, at the latest within 14 days after acceptance or go-live. If such notification is omitted, the services shall be deemed accepted with regard to the respective defect.
12.3 In case of justified defect claims, Virtulen is initially entitled to subsequent performance (rectification or replacement). If subsequent performance fails twice, the Client may – after setting a reasonable grace period – reduce the fee or withdraw from the contract.
12.4 Minor defects which do not significantly affect the agreed use do not entitle the Client to further warranty claims.
12.5 For business clients, the warranty period may, subject to legal review, be limited to 12 months from acceptance.
13. Liability
13.1 Virtulen shall be liable without limitation for damages arising from injury to life, body or health caused by Virtulen, its legal representatives or vicarious agents.
13.2 Virtulen is fully liable for damages caused by wilful intent or gross negligence.
13.3 In case of slight negligence, Virtulen shall only be liable for breaches of essential contractual obligations (cardinal obligations). In such cases, liability is limited to the foreseeable damage typical for this type of contract.
13.4 Liability under mandatory product liability laws and other mandatory statutory provisions remains unaffected.
13.5 Any further liability of Virtulen is excluded. In particular, Virtulen shall not be liable for lost profits, missed savings or indirect and consequential damages, unless caused by intent or gross negligence.
13.6 Virtulen shall only be liable for loss of data where such loss would also have occurred despite proper and regular data backups performed by the Client in accordance with the risk involved.
14. Ongoing maintenance and support
14.1 If the parties agree on ongoing maintenance, updates or support, these services are governed by a separate agreement specifying scope, response times and remuneration.
14.2 Unless otherwise agreed and subject to legal review, such agreements may have an initial minimum term (e.g. 12 months) and renew automatically if not duly terminated in line with the agreed notice periods.
15. References
15.1 The Client grants Virtulen the right to use the completed project, including the Client’s name and logo, as a reference (e.g. on Virtulen’s website, in portfolios and presentations, in social media), unless the Client has a legitimate interest in excluding such use.
15.2 The Client may object to such reference use for the future for good cause.
16. Confidentiality
16.1 Both parties undertake to keep all business and trade secrets and other confidential information obtained during the cooperation strictly confidential and to use them solely for the purposes of the contract.
16.2 This obligation continues to apply for an appropriate period after termination of the contract.
17. Data protection
17.1 Virtulen processes personal data of the Client in accordance with applicable data protection laws. Details are outlined in Virtulen’s privacy policy available on its website.
17.2 Where Virtulen processes personal data of third parties on behalf of the Client (e.g. website users), the parties will, where required by law, conclude a separate data processing agreement.
18. Final provisions
18.1 These T&Cs and any contracts based on them shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
18.2 If the Client is a merchant or a legal entity under public law or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Munich, Germany. Mandatory statutory places of jurisdiction remain unaffected.
18.3 This English version is provided for convenience only. In case of any discrepancies or conflicts between the English and the German version, the German “Allgemeine Geschäftsbedingungen (AGB)” shall prevail.