General terms and conditions
from Nadine Rösiger and Sylvian Rösiger [GB]
Status: February 2026
Scope of application
Nadine Rösiger and Sylvian Rösiger [hereinafter: GB] provide all services exclusively on the basis of these General Terms and Conditions. These General Terms and Conditions apply to all legal transactions between GB and its clients. They form the basis of all agreements, offers, contracts, and services provided by GB. They are deemed to be accepted upon placement of an order or acceptance of delivery. This applies in particular if the client uses terms and conditions that contain provisions that conflict with or deviate from the provisions set out here. Conflicting or deviating provisions of the client are invalid, even if GB does not expressly object to them. The client's general terms and conditions therefore do not apply unless GB agrees to them in writing. The performance of a service does not constitute consent. These GTC are also not superseded by any commercial practice, tacit agreement, or acquiescence.
These terms and conditions also apply to all future business relationships with the client, even if they are not expressly agreed again. Amendments or additions to these terms and conditions must be made in writing and are only permissible on the part of GB by the management. Verbal agreements or declarations by other persons are only effective if they are confirmed in writing by the management of GB. Other verbal side agreements in this respect and in general shall be deemed not to have been made. GB shall inform the client in writing of any changes to these General Terms and Conditions. The change shall be deemed to have been approved by the client if he does not object in writing within six weeks of receipt of the notification of change. GB shall point out this consequence in the notification of change.
GB provides services in the areas of digital (strategy) consulting, conception, project management, brand and product communication, and the creation, transfer, and implementation of software and software components. These General Terms and Conditions apply in particular to [a] services such as (strategy) consulting, conception, and project management in the field of e-commerce for [b] the creation and licensing of software and [c] accompanying services such as installation, implementation, adaptation, hosting, operation of software, and training.
Commissioning, conclusion of contract
Contracts must be concluded in writing with the participation of GB's management in order to be valid. An email bearing GB's email address/signature is considered a signature. This also applies to emails from clients. Agreements made by fax are also recognized as legally valid. Any ambiguities in the order placement are at the expense of the buyer.
Amendments or additions to concluded contracts must be made in writing (§ 126b BGB) with the involvement of GB's management. Verbal agreements or declarations made by other persons are only effective if they are confirmed in writing by GB's management. Other verbal side agreements are deemed not to have been made.
Contract content / Services to be provided
In case of doubt, GB's offer shall be decisive for the content and scope of the services to be provided. Offers made by GB are always subject to change. The contract language is German.
Unless otherwise agreed in individual cases, or unless otherwise specified in the contract documents or the type of service to be provided, GB's activities consist of providing independent and non-binding advice to the client as a service. No specific success is owed or guaranteed. Unless otherwise agreed in individual cases, unless otherwise specified in the contract documents or the type of service to be provided, GB is obliged to perform the contractual services with the care customary in the industry. The place of performance for all services is Munich. The place of success for all services is Munich.
Duty of Confidentiality
The contracting parties undertake to treat all confidential information that becomes known in connection with the performance of the contract as strictly confidential throughout the entire contractual relationship and after its termination, and not to disclose it to third parties or use it in any other way. All information, whether embodied, digital, or verbal, that is not already public is considered confidential.
Obligations of the client to cooperate
Immediately after the start of the contract, the client shall provide GB with all documents, information, and any agreed provisions (e.g., software to be procured by the client, project site to be made available) necessary for the provision of services in a complete, accurate, free of third-party rights, and free of charge. Even during the execution of the contract, the client shall provide information, documents, and supplies immediately upon request by GB. If the client recognizes that supplies or its own information or requirements are incorrect or incomplete, it shall notify GB immediately of this and the consequences apparent to it and take all necessary corrective measures. GB's acceptance of information does not constitute simultaneous acknowledgment of its completeness.
The client is responsible for regularly and properly backing up its data hosted on its own premises or by an external service provider, including protecting the data against damage or loss during the performance of any agreed implementation services during which GB accesses the client's systems. In all other respects, the client shall also provide GB with comprehensive and appropriate support at its own expense. In particular, it shall appoint a responsible, competent contact person who is authorized to make decisions and take actions in connection with the performance of the contract (known as the “product owner”). Further obligations of the client to cooperate may arise from the contract documents, in particular the service descriptions.
If the client fails to fulfill its aforementioned obligations to cooperate, GB shall notify the client thereof and set a reasonable deadline within which the cooperation must take place. The client shall then immediately carry out the specifically designated act(s) of cooperation within the deadline or notify GB of any reasons preventing such cooperation in writing at least. If the aforementioned notification of the reasons for hindrance is not made within the reasonable period set by the contractor, or if the client definitively refuses to cooperate, any resulting delays, losses in quality, or other resulting defects or damage shall be borne by the client. Insufficient cooperation on the part of the client may result in additional costs even before the deadline expires, e.g. due to necessary rescheduling; GB shall be entitled to claim reimbursement of these additional costs from the client. If, upon request by GB, the client fails to perform the cooperation obligation(s) incumbent upon it, or fails to perform them in full, GB shall be entitled, but not obliged, to terminate or withdraw from the concluded contract without setting a further deadline, subject to prior written notification. In this case, GB may either invoice the client for the services actually rendered up to the time of termination/withdrawal or, alternatively, for the agreed or forecast total remuneration less any expenses saved as a result of the premature termination of the contract. Any further claims for damages by GB against the client due to the client's insufficient cooperation as a breach of contractual obligations remain unaffected and exist in addition to this.
If the client provides GB with content that is posted on a website, online platform, or other electronic media, or implemented in such media, the client is solely responsible for ensuring that this content complies with all applicable laws and third-party rights. Furthermore, GB is not obligated to check compliance with applicable laws or regulations in relation to the client's business transactions to which the services to be provided by GB relate, nor is it obligated to check the data provided by the client for the provision of services or to be processed by means of the services provided by GB for correctness, completeness, integrity, or authenticity.
Contract Execution
GB may use third parties (e.g., freelancers and subcontractors) to provide its services.
If an agile development process is agreed upon or applied during the creation of software, a product owner appointed by the client actively manages the project within this process. The client formulates requirements for the software. The parties map these requirements in stories, which the client's product owner formulates in consultation with GB and enters into a product backlog that both parties can access and in which the client can prioritize the tasks. GB develops the software in iterations according to the backlog. Until the start of the respective iteration, the client can request changes at any time; thereafter, changes are only possible after express consultation with GB. The client tests GB's services on an ongoing basis, even during ongoing iterations. At the latest after completion of an iteration, which GB notifies the client of, the client is obliged to test and approve the result of the iteration immediately or to communicate the reasons for rejection. If the result is rejected, further processing takes place in the next iteration step.
Deadlines, delays in performance
All services will be performed as quickly as possible. However, deadlines are generally non-binding targets unless they are expressly agreed in writing as binding. Agreed service times can only be binding if the client has fulfilled its obligations (such as timely payment of an agreed deposit, complete provision of documents to be supplied).
In the event of subsequent changes or additions requested by the client, a binding agreed delivery time shall be extended accordingly and appropriately. Further claims, in particular for any damage caused by delay, are excluded, unless GB can be charged with at least gross negligence for the delay that has occurred.
Delays in performance due to force majeure or other unforeseeable circumstances for which GB is not responsible (e.g., general disruptions to telecommunications or power supply, illegal activities by third parties on the Internet or sabotage by malware, strikes, lockouts, official orders) shall not result in GB being in default. Agreed binding performance times shall be automatically extended by the duration of the hindrance plus a reasonable start-up period. This shall not result in a claim for damages by the client against GB. This shall also apply if important deadlines cannot be met or important events do not occur as a result.
Acceptance, assumption of risk, supplements, and warranties insofar as an order is subject to the law governing contracts for work and services
Insofar as an order/service is subject to the law governing contracts for work and services and unless otherwise agreed in individual cases with regard to acceptance (and transfer of risk), acceptance of the work (and transfer of risk) shall take place when the work is posted on a project page set up by GB for the client or on a project page set up by the client for this purpose, provided that the client is notified of this posting of the work, is given a reasonable period of time for acceptance, and does not refuse acceptance in writing within this period, citing a defect. If the client is a consumer, these legal consequences shall only apply if GB has informed the client of the consequences of a refusal to accept without stating any defects together with the request for acceptance; the notification by GB shall be in text form; the declaration of refusal to accept and the statement of a defect by a consumer as a consumer does not have to be made in writing. Acceptance cannot be refused on the grounds of minor defects. Payment of the unconditional remuneration is equivalent to acceptance. In the case of an entrepreneur as the customer, acceptance shall also be deemed to have taken place as soon as the customer has started using the work.
“Addendum management”: Unless otherwise agreed and unless an agile development process is used, the costs listed in GB's offer or in the agreed contract/project contract for conception, design, texting, content, or programming include a maximum of one correction loop for implementing the requirements defined in the service specifications/functional specifications. Correction requests for concepts, designs, texting, content, or programming that have already been accepted will also be treated as supplements or additional expenses after one correction loop and are not covered by the basic offer or agreed contract/project contract. Any such additional work that deviates from the originally calculated service within the scope of the project will be indicated in advance and billed as a “change request.” GB will notify the client in good time, before the additional costs are incurred, of such additional work and the costs of a “change request.”
Warranty: If the client, who is an entrepreneur, does not report a defect within one month of acceptance of the work result, the client can no longer assert any warranty claims for this defect, unless the defect was objectively unrecognizable during this period. In the latter case—the objective non-detectability of a defect within one month—the client, who is an entrepreneur, bears the burden of proof. In any case, claims arising from warranty rights of an entrepreneur as a client expire one year after the date of acceptance or partial acceptance of the work.
Transfer, transfer of risk, and warranty insofar as an order is subject to sales law
Insofar as an order/service is subject to sales law and unless otherwise agreed in individual cases with regard to handover (and transfer of risk), handover (and transfer of risk) shall take place when the item is posted on a project page set up by GB for the client or on a project page set up by the client for this purpose.
If the client is an entrepreneur, claims arising from warranty rights shall become time-barred after one year.
Contract Period
The contract shall enter into force upon signature. It shall be concluded for the term specified in the offer or contract. If no specific term has been agreed, the contract shall end upon termination with three months' notice to the end of the month. The right to terminate the contract without notice for good cause shall remain unaffected by this provision. Termination must be in writing (§ 126a BGB). Insofar as a service is subject to the law on contracts for work and services, the corresponding contractual relationship shall end upon acceptance. If a contract contains (primarily) elements of a contract for work and services, it shall end upon acceptance. Termination of such a (contract for work and services) contract shall also be possible in accordance with the statutory provisions.
Compensation
The remuneration agreed in the contract shall apply. Unless otherwise agreed in individual cases, a net hourly consulting rate plus ancillary costs such as external costs, expenses, travel costs, and expenses shall apply.
Unless otherwise agreed, payment shall be due 14 days after the invoice date. In the event of default of payment by the client, GB shall be entitled to demand immediate payment of all outstanding invoices, regardless of the agreed payment terms. GB shall then be entitled to a contractual right of termination or withdrawal in addition to a claim for damages. (Optional:) If GB claims damages for non-performance, these shall amount to 25% of the agreed price. The amount of damages shall be set higher or lower if GB proves that the damage was greater or the client proves that it was less.
GB has the right to demand partial payments. These must be based on the objective progress of the project. In the case of new business relationships and/or remuneration that is expected to be above average, GB may demand advance or partial payments of up to 50% of the total remuneration for an order.
In the event of changes or cancellation of orders, work, and the like by the client and/or in the event of changes to the conditions for the provision of services, all costs incurred by GB as a result shall be reimbursed by the client and GB shall be indemnified by the client against any resulting liabilities to third parties. If the client terminates an order before the start of the project, GB shall charge the client 25% of the originally contractually agreed cost volume as a cancellation fee.
If the parties agree on a quota of services that the client will call off successively within an agreed period, the quotas stated in the offer shall be deemed to have been firmly agreed. GB shall inform the client in good time before the expiry of the period agreed for call-off if and to what extent services have not been called off, and shall offer these services to the client for call-off. If the client nevertheless fails to call off the services in good time, GB may demand the full remuneration for the booked quotas. If GB is able to use the resources planned for the client elsewhere, GB shall deduct the proceeds from this when invoicing. However, GB is under no obligation to generate alternative uses for its resources.
GB is entitled to separate reimbursement from the client for external costs necessary for the fulfillment of the order. These include, in particular, costs for delivery/shipping, courier services, translations, image licenses, image research, hosting costs, buy-outs in general, software licenses, and licenses in general. GB shall also be reimbursed separately for the costs of necessary travel. The client shall also reimburse reasonable expenses. Expenses for technical ancillary costs shall also be reimbursed separately by the client.
Any additional work that was not foreseeable at the time of preparing the offer due to the client's failure to cooperate or incorrect cooperation, or due to (multiple) change requests by the client, shall be reimbursed by the client in a reasonable manner/in accordance with the calculation basis of the remuneration arrangement already agreed/in accordance with the basic hourly consulting rate. The client shall only be entitled to offset if their counterclaim is undisputed or has been legally established. The client may also only assert rights of retention under the aforementioned conditions, whereby the counterclaim must be based on the same contractual relationship.
Liability
GB shall be liable in cases of intent, gross negligence, claims under the Product Liability Act, and without limitation in cases of injury to life, limb, or health in accordance with the statutory provisions. In cases of simple negligence, GB shall only be liable for breaches of essential contractual obligations or obligations whose fulfillment is essential for the performance of the contract and on whose compliance the contractual partner may regularly rely. In this case, GB shall only be liable for foreseeable damage typical for this type of contract. The amount of damage shall be limited to a maximum of GB's one-time income resulting from the respective order. If GB provides the client with temporary performance results, strict liability for damages for defects already existing at the time of conclusion of the contract (§ 536a BGB) is excluded. GB shall not be liable for the loss of data or programs insofar as the damage is due to the client's failure to perform regular and proper data backups and thereby ensure that lost data can be restored with reasonable effort.
Insofar as GB's liability is excluded or limited, this also applies to the personal liability of GB's legal representatives, employees, and vicarious agents. The risk of the legal admissibility of the measures developed and implemented by GB shall be borne by the client within the legal framework. This applies in particular in the event that the measures developed and implemented violate provisions of competition law, copyright law, and advertising law. In particular, GB assumes no liability for project names, terms, trademarks, logos, photos, content in general, and other copyrighted works developed or used for the client within the scope of the order that infringe the copyrights, ancillary copyrights, trademark rights, or other rights of third parties. GB also accepts no liability within the scope of the statutory provisions for the patentability, copyrightability, or registrability of the ideas, suggestions, proposals, concepts, drafts, project names, terms, trademarks, or logos delivered within the scope of the order. GB is not liable for the admissibility and registrability of the work under competition and trademark law, nor for the novelty of the product.
By approving drafts, concepts, and designs, the client assumes responsibility for the technical and functional accuracy of text, images, and design. GB shall not be liable in this respect. Furthermore, GB shall not be liable for factual statements contained in advertising measures relating to the client's products and services.
GB shall not assume any liability or warranty towards the client for orders placed with third parties on behalf of and for the account of the client, provided that GB is not guilty of negligence in its selection. In such cases, GB shall act solely as an intermediary. If GB itself is the client of subcontractors, GB hereby assigns to the client all warranty, damage compensation, and other claims arising from defective, delayed, or non-delivery. The client undertakes to first attempt to enforce the assigned claims before making a claim against GB. The client indemnifies GB against all claims made against GB by third parties due to conduct for which the client is responsible or liable under the contract. In this respect, the client shall bear the costs of any legal action.
It should be noted that GB only provides customers with recommendations for action based on expert knowledge in all consulting services. A corresponding legal review of the facts relevant to liability is generally not included in the scope of the assignment. The employees, staff, representatives, vicarious agents, and assistants of GB are also only personally liable in accordance with the provisions of this liability clause.
Rights to work results: copyright and usage rights, entitlement to payment, retention of title
Apart from the contractually non-waivable statutory minimum rights of the client pursuant to Sections 69d, 69e UrhG (German Copyright Act), GB grants the client, upon full payment of the remuneration owed as a condition precedent, only a simple, non-transferable, non-sublicensable right of use to a work created by GB within the meaning of the UrhG, insofar as GB itself is entitled to this, for the realization of the agreed contractual purpose and for the agreed contractual term, unless otherwise agreed in the contract. Unless otherwise agreed in the contract, the client is therefore not entitled to transfer the right of use granted to it in whole or in part or to have the rights exercised by third parties. Any such transfer of granted rights of use or multiple uses or uses that do not correspond to the contractually non-waivable statutory minimum rights of the client pursuant to Sections 69d, 69e UrhG require the consent of GB and are subject to separate remuneration. The legal position of the client with regard to purchased (standard) software based on the mere purchase of the software remains unaffected by this.
GB grants the client the right of use only for the selected concept or design. The remaining concepts or designs may not be used, passed on, or imitated by the client without a corresponding contractual provision. Any copyright infringement by the client will result in, among other things, a claim for damages by GB against the client ... (Flat rate amount?). GB is entitled to comprehensive information about the scope of use. Unless otherwise agreed, rights of use to works within the meaning of protected objects under the German Copyright Act (UrhG) that have not been paid for in full upon termination of the contract on which their creation is based shall remain with GB and shall revert to GB in the event of the client's insolvency.
Suggestions made by the client or other forms of cooperation on their part do not constitute joint authorship and have no influence on remuneration, unless this has been agreed upon. The client is solely responsible for checking the reproduction rights of all templates supplied by them. If, contrary to their assurance, they are not authorized to use the templates, the client shall indemnify GB against all claims for compensation by third parties.
All working documents, electronic data, production data, records, sketches, rough concepts, and drafts created as intermediate steps in the processing of the order shall remain with GB. Unless otherwise agreed, the client shall have no claim to the release and use of these items. Unless otherwise agreed, publication or partial publication of these items is generally not permitted.
The client may only use expert opinions and other consulting results to optimize its own e-commerce activities. Unless otherwise agreed, disclosure to third parties is generally only permitted to those involved in the project. Unless otherwise agreed, publication or partial publication of these items is generally not permitted.
Any use, even partial, of the work presented or submitted by GB for the purpose of concluding a contract (presentations, etc.), whether protected by copyright or not, requires the prior consent of GB. This also applies to use in modified or edited form and to the use of the ideas underlying GB's work. Acceptance of a presentation fee does not constitute consent to the use of GB's work.
Variant: Transferable, sublicensable rights of use are granted. Optional: The client is entitled to further develop and edit the software provided to them for their own business purposes. However, unless otherwise agreed, they are not entitled to commercially exploit the software or further developed or edited versions as a software provider/distributor, e.g. distributing copies or offering the software as a download, providing the software to third parties as multi-client capable software for the purpose of offering their own online platform, or using it or allowing it to be used for such purposes by third parties. If the client wishes to commercially exploit the software as described above (e.g., as a so-called white label), they must obtain GB's consent and pay a separate fee for this.
GB retains ownership of any data carriers to be handed over until the remuneration owed by the client has been paid in full. GB is entitled to sign the products developed by GB in an appropriate manner customary in the industry.
Customer Reference
GB is entitled to use the order placed for its own advertising purposes, in particular to name the client as a reference customer on its website or in other media and to use the client's company logo or corporate symbol for this purpose within the scope of a simple right of use.
The client undertakes, when distributing, publishing, or making publicly available the services created for it by GB (e.g., websites, apps, etc.), to indicate in a suitable place that GB acted as the service provider for the client and to include a link to the GB website, unless this would be unreasonable for the client in individual cases.
Non-solicitation Clause
The client undertakes not to poach any GB employees or freelancers working on the client's projects during the collaboration and for a period of one year thereafter, or to hire or employ them without GB's consent, including as freelancers.
For each case of culpable violation, the client undertakes to pay a contractual penalty amounting to 1.5 times the gross annual salary of the respective employee or the fee. Further claims for damages remain unaffected by this.
Final provisions
Should individual provisions of the agreed contract or these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. In place of an invalid provision, another appropriate provision shall apply by way of contract adjustment, which comes closest in economic terms to what the contracting parties would have wanted or agreed if they had been aware of the invalidity of the provision. The same applies in the event of a loophole.
Except in cases covered by Section 354a of the German Commercial Code (HGB), the contractor is not permitted to assign claims or transfer the contract or individual rights and obligations to third parties.
The legal relationship between the parties shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). If the client 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 and in connection with the contract shall be Munich.
If the client is neither a merchant, a legal entity under public law, nor a special fund under public law, Munich shall also be agreed as the place of jurisdiction if the client does not have a place of jurisdiction in Germany at the time the action is brought, or if the client's habitual residence or domicile is outside Germany or has been moved there, or if the client's domicile or habitual residence is unknown.