General Terms and Conditions

1. Scope, B2B status and contracting party

These General Terms and Conditions apply only where they are expressly incorporated into a specific individual proposal, order confirmation or individual contract and the customer enters into the contract in the course of its trade, business or independent professional activity. They are not intended as general consumer terms.

The specific contractor and creditor are determined exclusively by the individual proposal. Before conclusion of the contract, the proposal states the provider identity and contractual address relevant to that engagement. No other person or company becomes a contracting party merely because it operates the website, owns a brand or domain, provides technical infrastructure or payment processing, or is affiliated with the contractor.

Conflicting or supplementary customer terms apply only to the extent expressly agreed.

2. Priority of individual agreements and specific terms version

Individual provisions in the proposal or individual contract prevail over these Terms in the event of conflict. This applies in particular to the contractor, scope, fees, advance payments, due dates, project start, duration, usage rights and project-specific conditions.

Only the specific version of these Terms identified before conclusion of the contract is incorporated. That version must be accessible, storable and reproducible before acceptance. Later changes to the public Terms page do not alter contracts already concluded.

3. Proposal and electronic contract formation

An individual proposal may be accepted during the validity period stated in it. If no validity period is stated, the proposal is not an unlimited binding offer; in case of doubt, acceptance requires separate confirmation by the contractor.

When offers.lukasteissl.com is used, acceptance may take place through a guided electronic process. The system may document the proposal number and revision, Terms version, timestamp, acting person, company, confirmed B2B status, authority details, confirmations concerning governing law and jurisdiction, and technical integrity/audit data.

Technical data such as an IP address are treated only as one element of the overall evidentiary record and not as conclusive proof of identity. Following acceptance, the customer should receive confirmation and the relevant contract documents on a durable medium.

Other methods of formation, such as email or individual electronic communications, result in a contract only where the parties’ declarations sufficiently clearly show that they intend to contract and on what terms.

4. Scope of services and contract type

The nature, scope and objective of the services are determined primarily by the individual proposal. Depending on the engagement, the contract may cover consulting and other services, work-result obligations, software or web development, hosting, maintenance, support, licences, training or other digital services.

Where a specific result is expressly owed, the statutory rules applicable to work contracts apply. For consulting and other services, unless a result is expressly guaranteed, the agreed activity rather than a particular commercial or technical outcome is owed.

Forecasts, targets and expected improvements constitute guaranteed characteristics or outcomes only if the proposal expressly states this.

5. Fees, taxes and external costs

Fees, currency and pricing structure are set out in the individual proposal. Unless stated otherwise there, B2B prices are exclusive of taxes that are legally applicable.

Costs of external providers, registrars, APIs, SaaS services, licences, payment providers or other third parties are included only where the proposal expressly says so.

6. Advance payments, deposits and start of performance

If an advance payment, deposit or milestone payment is agreed, the proposal and related payment request determine in particular the amount or percentage, due date and payment term.

Where the proposal expressly makes receipt of an advance payment a condition of starting the relevant performance, the contractor is not required to commence that performance before the due payment has been received. Any different provision in the proposal prevails.

7. Due dates, payment and default

The payment term is determined primarily by the proposal, invoice or equivalent payment statement. Only if none states a payment term must a due remuneration claim be paid within 14 calendar days after receipt of the invoice or equivalent statement.

A claim becoming due does not by itself mean that the debtor is in default. Default is governed by the applicable statutory requirements, in particular section 286 of the German Civil Code (BGB). Where the statutory requirements are met, statutory default interest and other statutory consequences apply; for remuneration claims between non-consumers this includes, where applicable, section 288 BGB.

Payments are made against the claim identified in the proposal or payment request and to the creditor identified there.

8. Customer cooperation and project delays

The customer provides the information, content, access credentials, approvals, contacts, decisions and technical prerequisites required for the agreed services completely and in good time and warrants that it is entitled to provide them.

Delays caused by missing or late required cooperation may reasonably extend affected deadlines. Additional effort is chargeable only where there is a contractual basis or a separate additional instruction.

9. Changes and change requests

Changes, extensions or additional services outside the agreed scope require a separate instruction or the change-request procedure specified in the proposal. A non-binding discussion alone does not create an additional payment obligation.

Effects of a change on price, timing and dependencies should be documented transparently before implementation.

10. Work results, acceptance and defects

Acceptance is required only where the specific performance is legally or contractually structured as an accept-able work result. Pure services are not subjected to an artificial work acceptance process.

For work-result obligations, the contractor may request acceptance within a reasonable period after completion. Any deemed acceptance is subject to the statutory requirements, in particular section 640 BGB. Insignificant defects do not entitle the customer to refuse acceptance where acceptance is legally due.

Remedies for justified defects are governed by the applicable law and the individual agreement.

11. Software, source code, licences and usage rights

The scope of usage rights is determined by the proposal. Standard software, individually developed components, pre-existing components, source code, third-party software and open-source components are distinguished where relevant.

Pre-existing, generic or reusable frameworks, libraries, tools, methods and know-how remain with their respective rights holders. Third-party and open-source components are subject to their licence terms.

Source code or exclusive rights are delivered or transferred only where expressly agreed. Equally, no unexpected reservation of rights is intended that would defeat the expressly agreed contractual purpose.

12. Domains, hosting, email and third-party services

If a domain procured for the customer is to be registered in the name of the contractor or a third party rather than the customer, the registrant/holder status and any transfer or usage rights must be stated expressly in the individual proposal or a separate agreement. Permanent domain ownership by the contractor is not hidden in these Terms.

Hosting, domains, email, APIs, cloud, SaaS and other third-party services may be subject to the providers’ own terms and technical restrictions. The contractor does not guarantee third-party availability or performance beyond its own legal responsibility.

Term, renewal and notice periods for recurring services are determined by the proposal or specific service agreement.

13. AI-assisted services and automation

AI-assisted outputs may be incomplete, incorrect or outdated despite reasonable care. Where human review is required for the agreed purpose, its scope should be defined in the proposal.

Sensitive or specially protected data may be entered into AI or third-party systems only within the agreed and legally permitted scope. Third-party models may be subject to their own terms.

14. Confidentiality

Both parties appropriately protect non-public commercial, technical and personal information, credentials, prices, strategies and documents that are confidential by nature or designation and use them only for the contractual purpose.

The duty does not apply to information lawfully public, already lawfully known, or required to be disclosed by mandatory law, authority or court order. Where legally permitted, the other party should be informed before a required disclosure.

15. References and public presentation

The customer’s name, logo or project details that are not already lawfully public will not be published for marketing or reference purposes solely on the basis of these Terms. Identifying or trademark reference use requires a sufficient legal basis, in particular an express agreement or consent.

Anonymised descriptions of project types, methods or results remain permissible where no confidential information is disclosed and the customer is not made identifiable.

16. Data protection, documentation and security

Personal data are processed in accordance with applicable data-protection law. Further details are provided in the relevant privacy notice and, where necessary, in a separate data-processing agreement.

For electronic acceptance, contract and evidentiary data such as the accepted proposal revision, Terms version, timestamps, confirmations and integrity data may be retained to the extent necessary for contract performance, documentation and legal defence. Private contract documents must be protected against public indexing and unauthorised access.

17. Liability

The contractor has unlimited liability for intent and gross negligence, culpable injury to life, body or health, mandatory statutory liability and expressly assumed guarantees.

For slight negligence in breach of essential contractual duties, liability is limited to the damage typical for the contract and foreseeable when the contract was concluded. Essential duties are those whose performance is necessary for proper execution of the contract and on whose compliance the other party may regularly rely.

Where the customer is responsible for proper backups, recoverable loss caused by slight negligence in data loss is limited to the typical restoration effort that would have arisen with appropriate backups. Mandatory liability remains unaffected.

18. Withholding performance, suspension and termination

In the event of substantial overdue payment or a material contractual breach, the contractor may, to the extent lawful and proportionate, withhold or suspend further own performance. Where circumstances require, a reasonable cure period must first be granted.

Suspension must not be used to deprive the customer disproportionately of access to third-party or customer-owned data. Statutory rights of retention remain unaffected.

Termination, rescission and other ending rights depend on the contract type, individual agreement and applicable law. On early termination, services already performed and non-cancellable third-party costs validly agreed are accounted for under the statutory and contractual rules. Statutory termination rights are not excluded in general.

19. Force majeure and external impediments

Where a party is temporarily prevented from performance despite reasonable precautions by an event outside its reasonable control, affected deadlines are extended reasonably. The affected party informs the other, where possible, of the cause and expected duration.

Mandatory statutory rights and obligations and payment claims already due for services performed remain unaffected.

20. German law, Munich jurisdiction and final provisions

Contracts subject to these B2B Terms are governed by German law to the extent a valid choice of law can be made and mandatory rules do not provide otherwise.

To the extent a jurisdiction agreement can validly be made for the specific contract under the applicable international and national jurisdiction rules, the courts having subject-matter jurisdiction in Munich, Germany, shall have exclusive jurisdiction over disputes arising out of or in connection with the contractual relationship. Any separately recorded express confirmation in the proposal/acceptance process remains relevant. This clause does not designate a court for payment-order proceedings and does not replace the statutory jurisdiction analysis for such proceedings.

Where a jurisdiction agreement cannot validly be made in advance against a party, statutory jurisdiction rules apply. This B2B version is not intended for consumers.

The version incorporated at contract formation remains applicable to that contract. New versions do not retroactively amend contracts already concluded. If a provision is wholly or partly ineffective, the remaining provisions remain unaffected and the statutory rule applies.