Terms & Conditions — Karim Belarbi

These General Terms and Conditions (GTC) apply to all contracts for IT consulting and web development services between Karim Belarbi (hereinafter "Contractor") and companies, legal entities under public law or special funds under public law (hereinafter "Client").

These GTC apply exclusively in the B2B sector. Contracts with consumers within the meaning of § 13 BGB are excluded. Deviating or conflicting conditions of the Client will not be recognized unless the Contractor expressly agrees to their validity in writing (email is sufficient).

Offers by the Contractor are non-binding unless expressly marked as binding. A contract is concluded as follows:

• —The Contractor submits a written offer to the Client.
• —The Client accepts the offer in writing (email is sufficient).
• —The Contractor confirms the order with an order confirmation — only then does the contract become effectively concluded.

Verbal side agreements have no validity and require written confirmation.

The scope of services to be provided is determined exclusively by the current written offer and the order confirmation. Service changes or extensions are only binding after written agreement (Change Request) and may affect the agreed remuneration and timeline.

For services not covered by the agreed scope, an hourly rate of €70/h net applies unless otherwise agreed. Such additional work is billed monthly based on actual time spent.

The Contractor is entitled to have partial services performed by qualified third parties (subcontractors), provided this is communicated to the Client and no legitimate interests are opposed. The Contractor remains the contractual partner of the Client.

The Client shall provide all information, content, access data, materials and decisions required for the proper performance of the services in good time and in a usable form. This includes in particular: texts, images, logos, brand guidelines, server and CMS credentials, third-party access (domain registrar, hosting, analytics, payment, etc.) and timely feedback on drafts.

Delays caused by missing or inadequate cooperation by the Client extend agreed deadlines accordingly. Additional effort caused by such delays may be billed separately at the agreed rate or, failing that, at the hourly rate specified in Section 3.

The Client warrants that all content it provides (texts, images, logos, audio/video material as well as address and customer data) is free of third-party rights or that the Client holds the necessary rights of use, exploitation and processing. The Client shall indemnify the Contractor against all third-party claims arising from a breach of this warranty, including reasonable costs of legal defense.

Deadlines and dates are only binding if expressly agreed in writing as binding. Otherwise, they are non-binding target dates.

Binding deadlines are automatically extended by periods during which the Client is in default with cooperation duties (Section 4), as well as by events of force majeure (Section 13).

The remuneration is based on the agreed offer. All prices are in euros (€) net. Since the Contractor is a small business owner pursuant to § 19 UStG, no VAT is shown.

Payment structure:

• —50% of the agreed remuneration is due as a deposit upon order placement.
• —50% is due upon acceptance of the service.
• —Invoices are to be paid within 14 days of the invoice date without deduction.

In case of late payment, the Contractor is entitled to suspend further service provision until outstanding amounts are settled and to charge default interest in accordance with § 288 BGB. For ongoing retainers, payment is due monthly in advance unless otherwise agreed.

The Client may only set off against the Contractor's claims with counterclaims that are undisputed or have been legally established. The Client may exercise a right of retention only insofar as its counterclaim is based on the same contractual relationship.

Where the contract concerns a work owed (Werkleistung, e.g. a delivered website), the Client shall declare acceptance in writing within 14 days of being notified of completion. Only essential defects (Section 8) entitle the Client to refuse acceptance.

The work shall be deemed accepted if the Client does not declare acceptance or specifically list essential defects within the period mentioned above, or if the Client puts the work into productive use (e.g. publishes the website under its production domain).

The Contractor warrants that the contractual services are free from material defects for a period of 12 months from acceptance (§ 634a Abs. 1 Nr. 1 BGB).

A defect exists if the delivered work deviates materially from the specifications agreed in the offer. The Client shall report defects in writing and in reproducible form without undue delay. The Contractor is entitled to choose between rectification (Nachbesserung) and re-delivery (Ersatzleistung). Should two attempts at rectification fail, the Client may reduce the remuneration or, in case of material defects, withdraw from the affected scope of services.

No warranty is given for defects caused by: (i) modifications made by the Client or third parties without prior agreement, (ii) use outside the agreed specifications, (iii) third-party components (frameworks, libraries, third-party APIs) outside the Contractor's control, (iv) changes in the technical environment (e.g. browser updates, third-party service deprecations) occurring after acceptance.

All rights remain with the Contractor until full payment of the agreed remuneration. Upon full payment, the Contractor grants the Client the simple, non-exclusive, non-transferable right to use the work results for the contractually agreed purpose, unlimited in time and territory.

Transfer to third parties or sublicensing requires the Contractor's express written consent. Third-party components (frameworks, open-source libraries, stock images, fonts, etc.) are subject to their respective license terms and are not part of the transfer of rights.

The Contractor is entitled to name the Client and to use the work results as a reference (e.g. on the portfolio page) unless the Client objects in writing.

The Contractor is liable without limitation for damages resulting from injury to life, body or health, as well as for intentional or grossly negligent breaches of duty.

Liability for slight negligence in the breach of essential contractual obligations (cardinal obligations) is limited to damage that is typical of the contract and foreseeable at the time of contract conclusion. In all other cases, liability for slight negligence is excluded; this applies in particular to indirect damages, loss of profit and loss of data.

For slight negligence, the Contractor's liability is additionally limited in amount to the net remuneration agreed for the relevant project; for ongoing contracts (e.g. retainers), it is limited to the net remuneration of the 12 months preceding the loss event.

The Contractor is only obliged to perform data backups insofar as this has been expressly agreed. Otherwise, the regular backup of data and content is the Client's responsibility.

The Contractor is not liable for the accuracy or legality of content provided by the Client.

Where the Contractor processes personal data on behalf of the Client within the meaning of Art. 28 GDPR (e.g. when administering CRM data, hosting environments or contact-form submissions belonging to the Client), the parties shall conclude a separate Data Processing Agreement (DPA / Auftragsverarbeitungsvertrag) before processing begins.

The Contractor commits to the technical and organizational measures (TOMs) pursuant to Art. 32 GDPR set out in the DPA and to engaging sub-processors only with the Client's prior consent.

Both parties undertake not to disclose confidential information of the other party to third parties and to use it exclusively for the purposes of the contract. Confidential information includes in particular: business secrets, technical know-how, customer data, pricing information and project details.

This obligation continues to apply after the end of the contract for a period of 3 years. It does not apply to information that was already publicly known, has become publicly known without breach of this clause, or must be disclosed by law or court order.

Neither party is liable for delays or non-performance caused by events outside its reasonable control (force majeure), including but not limited to: outages of essential third-party infrastructure (cloud providers, CDNs, payment providers), DDoS attacks, governmental measures, pandemic-related restrictions, war, or extended internet or power outages.

Affected deadlines are extended by the duration of the force majeure event plus a reasonable restart period. If a force majeure event lasts longer than 60 days, either party may terminate the affected contract for good cause.

Both parties may terminate the contract extraordinarily for good cause without notice. Good cause for the Contractor exists in particular in the event of late payment by more than 30 days despite a reminder, or breach of confidentiality.

In the event of termination by the Client without good cause attributable to the Contractor, services already rendered shall be remunerated in full; the deposit is non-refundable. Pursuant to § 648 sentence 3 BGB, with respect to services not yet rendered, the Contractor is presumed to be entitled to 5% of the remuneration attributable to those services. The Client may prove that the Contractor's saved expenses were higher.

Open-ended retainers may be terminated by either party with one month's notice to the end of a calendar month.

German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Place of jurisdiction for all disputes is Karlsruhe, insofar as the Client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany.

Should individual provisions of these GTC be invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid one that comes as close as possible to the economic intent of the original.