General terms and conditions

This is a translation of our German legal texts, provided for convenience. In the event of any discrepancy, the German version at lucksmith.de is the legally binding one.

General terms and conditions of LUCKSMITH e.K., Untere Trift Straße 11, 56357 Bogel, Germany. Version: 2023.

§ 1 Scope

1.1 These general terms and conditions (GTC) apply to all contracts between the provider and its customers relating to the provision of services in the fields of software development, creation and maintenance of online shops, creation and maintenance of websites, hosting, monitoring, maintenance agreements and support agreements. They also apply to future business relationships, even if they are not expressly agreed again.

1.2 Conflicting terms of the customer, or terms deviating from these GTC, are not recognised unless the provider has expressly agreed to them in an individual case.

§ 2 Subject matter of the contract and conclusion of the contract

2.1 The provider offers services in the fields of software development, creation and maintenance of online shops, creation and maintenance of websites, hosting, monitoring, maintenance agreements and support agreements.

2.2 A contract is concluded when the customer accepts an offer from the provider or when the provider accepts an offer from the customer. An offer may be accepted in writing, orally, by email or by other means of communication. Orders may be placed by the customer using any means of communication.

2.3 The provider is entitled to accept offers within 14 days of receipt. After this period has expired, the customer is no longer bound by its offer.

2.4 The provider is entitled to render partial performance, provided this is reasonable for the customer and the partial performance can be used separately.

2.5 The provider is entitled to make use of the services of third parties in fulfilling its contractual obligations.

§ 3 Scope of services, changes and adjustments

3.1 The scope of the services owed under the contract follows from the service description in the offer, the order confirmation or other individual agreements between the provider and the customer.

3.2 Changes or adjustments to the subject matter of the contract or to the agreed services may be agreed at any time in writing or by electronic means.

3.3 Insofar as the changes or adjustments increase the workload or the resources required, the provider is entitled to adjust the remuneration appropriately.

3.4 If the customer does not expressly respond to changes in price and schedule arising from changes or adjustments to the subject matter of the contract or to the agreed services, the price increases in line with the additional effort and the deadlines are postponed in line with the additional effort.

3.5 The provider will inform the customer in good time of the expected additional costs and possible postponements. The customer has the right to approve or reject the changes or adjustments within a reasonable period. Approval is deemed to have been given if the customer does not object within that reasonable period.

3.6 At the provider's request, the customer is obliged to state without delay whether and to what extent it agrees to the changes or adjustments. Insofar as the customer does not agree to the change or adjustment within the period set by the provider, the provider is entitled to terminate the contractual relationship with immediate effect.

§ 4 Prices and payment terms

4.1 Remuneration for the services is initially based on the prices agreed in the offer, the order confirmation or the provider's current price list. In the final invoice, the actual effort is fairly taken into account, as described in point 4.5.

4.2 New customers are obliged to make an advance payment of 50% of the agreed remuneration upon order confirmation. Existing customers are obliged to make an advance payment of 25% of the agreed remuneration upon order confirmation.

4.3 An instalment of 25% of the agreed remuneration falls due when development starts.

4.4 For existing customers, a further instalment of 25% of the agreed remuneration falls due when a demo site is made available for acceptance.

4.5 If it becomes foreseeable in the course of the project that the quoted price will be exceeded by more than 10%, the project is paused. In that case it must be clarified with the customer whether it is prepared to pay for the additional effort or whether it wishes to forgo parts of the offer.

4.6 Maintenance, support or projects billed on an hourly basis are invoiced once a week.

4.7 Hosting, monitoring, support and maintenance agreements are invoiced once a month or once a year, depending on the type of contract.

4.8 Unless otherwise agreed, the remaining invoice amounts are due for payment without deduction within 14 days of the invoice date. If the payment deadline is exceeded, the provider is entitled to demand default interest at the statutory rate.

4.9 The customer is only entitled to set-off or retention insofar as its claims have been established as final and binding, are undisputed or have been acknowledged by the provider.

§ 5 Performance time, delays and the customer's right of withdrawal

5.1 The provider endeavours to meet the agreed services and deadlines. Compliance with the performance time is, however, subject to the customer properly and punctually fulfilling all of its duties to cooperate.

5.2 Insofar as the execution of an order is delayed for reasons for which the customer is responsible, the performance time is extended appropriately. This applies in particular to the provision of materials, information or other resources required to carry out the order.

5.3 If the provider is in default, the customer may withdraw from the contract after setting a reasonable grace period. The customer has, however, no claim to damages for non-performance, irrespective of the cause of the default.

5.4 Following order confirmation, development must start within 3 months. Should this not be the case, the customer is entitled to withdraw from the order and to reclaim its advance payment. In that case, however, the customer has no claim to damages.

§ 6 Warranty

6.1 The provider warrants that the services it renders substantially correspond to the offer, the order confirmation or the current service description and are free of defects of title that would significantly impair their contractual use.

6.2 The customer must notify the provider of obvious defects in writing without delay, and at the latest within two weeks of receiving the service. Otherwise the service is deemed approved. The notification must contain as precise a description of the defect as possible together with the information required for identification.

6.3 In the event of a defect, the provider first has the right to rectify the defect or to make a replacement delivery, whereby it may attempt rectification at least three times in total. If rectification or replacement delivery fails or is unreasonable, the customer may withdraw from the contract or demand a reasonable reduction of the remuneration.

6.4 Claims by the customer for defects attributable to incorrect use or operation by the customer are excluded.

6.5 The provider does not fulfil warranty claims arising from problems caused by unsuitable hosting with another provider. In such cases the customer has no claim to rectification, replacement delivery or other warranty claims against the provider.

6.6 The limitation period for warranty claims is one year from acceptance of the service.

§ 7 Liability and limitations of liability

7.1 The provider is liable without limitation for intent and gross negligence. For slight negligence the provider is liable only where a material contractual obligation has been breached, and only up to the amount of the foreseeable damage.

7.2 The provider is not liable for data loss occurring during the provision of the services. It is the customer's responsibility to create regular and adequate backups of its data and to ensure that these can be restored in the event of data loss.

7.3 The customer is advised that data loss can occur in particular when updates, maintenance work or other interventions in the system are carried out. The customer must ensure that a current data backup is available before such work so that the original state can be restored.

7.4 In the event of data loss, the provider is merely obliged to render the services again within the scope of the contractual agreements, insofar as this is reasonable and technically possible. Any claim for damages by the customer going beyond this is excluded.

7.5 The limitations of liability also apply for the benefit of the provider's vicarious agents.

7.6 Liability of the provider for loss of profit, indirect damage or consequential damage is excluded to the extent permitted by law.

7.7 Liability under the German Product Liability Act remains unaffected.

§ 8 Intellectual property and rights of use

8.1 The provider grants the customer the non-exclusive rights of use required for contractual use of the services rendered, unlimited in time and territory.

8.2 The customer is not entitled to make the services rendered available to third parties, to sell, rent out or otherwise use them in a manner exceeding contractual use, without the provider's consent.

§ 9 Withdrawal in the event of inappropriate customer conduct

9.1 The provider reserves the right to withdraw from a project should the customer fail to behave in a civil manner and make demands unrelated to the underlying offer.

9.2 If the provider withdraws from a project for such a reason, the customer has no claim to refunds or compensation for payments already made or services already rendered.

9.3 Withdrawal from a project on account of inappropriate customer conduct must be communicated to the customer in writing and requires a reasonable period to be set for remedying the conduct complained of. If the customer's inappropriate conduct persists despite that period being set, the provider is entitled to declare withdrawal from the project.

§ 10 Final provisions

10.1 Amendments and additions to these GTC must be made in writing. This also applies to any waiver of the written form requirement.

10.2 Should individual provisions of these GTC be or become invalid or unenforceable, either at the outset or after conclusion of the contract, the validity of the remaining provisions remains unaffected. The invalid or unenforceable provision shall be replaced by the valid and enforceable provision whose effects come as close as possible to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The same applies in the event of a gap in the provisions.

10.3 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). If the customer is a consumer, this choice of law applies only insofar as it does not deprive the customer of the protection afforded by mandatory provisions of the law of the state of its habitual residence.

10.4 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 or in connection with the contractual relationship is the provider's registered office. The provider is, however, also entitled to sue the customer at the customer's general place of jurisdiction.

10.5 The place of performance for all services arising from the contractual relationship is the provider's registered office, unless otherwise agreed or mandatorily prescribed by law.

10.6 Information on the processing of personal data can be found in the privacy policy.