Terms & Conditions (AGB)

1. Scope

(1) These Terms and Conditions apply to all business relationships between ErtuKara Webdesign, owner Ertugrul Karazor, Schonnefeldstraße 114, 45326 Essen, Germany ("the Provider"), and its customers ("the Customer").

(2) The Provider serves consumers within the meaning of § 13 BGB (German Civil Code) and all other customers, in particular businesses within the meaning of § 14 BGB, associations, corporate bodies and other organisations. "Businesses" in these terms are entrepreneurs under § 14 BGB, legal persons under public law and special funds under public law. Where a rule applies only to businesses or only to consumers, this is stated expressly. Mandatory consumer protection law always takes precedence over these terms; in particular the right of withdrawal under section 17 applies.

(3) Deviating, conflicting or supplementary terms of the Customer do not become part of the contract unless the Provider expressly agrees to them in text form. This also applies if the Provider performs without reservation while aware of such terms.

(4) The version of these terms valid when the contract is concluded applies.

2. Services and Scope of Services

(1) The Provider designs, builds, hosts and maintains websites. The core offer is the website plan. It covers design and build of the website, hosting, management of the domain, the SSL certificate, and ongoing care of the content under section 6. The website plan covers up to 5 pages; further pages are commissioned separately under paragraph 3.

(2) The specific scope of services follows from the respective offer or order confirmation in text form (individual contract). In case of conflict these take precedence over these terms.

(3) The monthly price includes any number of changes to the content of existing pages: text, images, times, dates, events, announcements, documents and contact details. Not included and to be commissioned separately are in particular new pages or sections, the redesign of existing pages, a design with its own page structure developed from scratch, member areas, logins, registration and live-stream integration. The Provider states the price for these in text form before starting.

(4) The Provider gives no legal advice and provides no legal services. Where the Provider technically integrates legal texts (such as a legal notice or privacy policy) or produces them with third-party generators, it does not review their content. The Customer is responsible for the legality of the content of its website (section 4).

(5) For businesses, the build of the website is governed by the law on contracts for work; acceptance under section 9 applies. For consumers, the provisions on contracts for digital products (§§ 327 et seq. BGB) apply to the website and its supply; there is no acceptance. Hosting and maintenance are continuing services; sections 6 and 14 apply to them.

3. Contract Formation

(1) All offers by the Provider are subject to change and non-binding unless expressly designated as binding.

(2) A contract is formed when the Customer confirms an offer by the Provider in text form (e.g. by email) or the Provider confirms the Customer's enquiry in text form (order confirmation). No contract is concluded through the website itself.

(3) Before a contract is concluded the Provider will, on request, build a free demo of the homepage. The demo creates no obligation to pay and no obligation to conclude a contract.

(4) Subsequent changes or additions to the contract require confirmation in text form.

4. Customer's Duties to Cooperate

(1) The Customer provides the Provider in good time and in suitable form with all content, information, materials and access required for the services.

(2) The Customer warrants that the content it provides (e.g. text, images, logos, data) is free of third-party rights or that it holds the necessary rights of use, and that persons shown have consented to publication. The Customer is responsible for the legality of the content it provides or requests and for the details in the legal notice and privacy policy of its website. The Customer indemnifies the Provider against all third-party claims arising from a breach of these duties, including reasonable costs of legal defence.

(3) Delays caused by missing, late or incomplete cooperation by the Customer (e.g. missing data, late approvals) extend agreed deadlines accordingly.

5. Prices and Payment Terms

(1) All euro prices stated on the Provider's website are total prices including statutory value added tax, currently 19 %. This applies to consumers and to all other customers alike. Customers receive an invoice showing the VAT separately. For services to recipients outside Germany, the VAT treatment follows the statutory provisions.

(2) Unless otherwise agreed, the following payment terms apply:

• The website plan is billed monthly in advance. If the offer provides for no setup fee, the first monthly fee is due before the build begins. If the offer provides for a setup fee, the setup fee is due before the build begins; the first monthly fee is then due when the website is made available. With annual prepayment, ten monthly fees are charged in advance for twelve months (section 14 (3)); the setup fee is not included in this.
• Separately commissioned projects (e.g. new pages, redesigns, member areas, live-stream integration): 50 % at the start of the project, 50 % on completion.

(3) Unless otherwise agreed, invoices are payable within 14 days of the invoice date without deduction.

(4) Payment is made by Stripe, PayPal or bank transfer.

(5) If a consumer is in default of payment, the statutory default interest of five percentage points above the base rate applies (§ 288 (1) BGB). If the Customer is not a consumer, default interest is nine percentage points above the base rate (§ 288 (2) BGB), and the flat fee of 40 euros under § 288 (5) BGB also applies. The right to claim further damage caused by default remains unaffected.

(6) Businesses may only set off undisputed or legally established claims; this does not apply to counterclaims from the same contractual relationship. For all other customers, in particular consumers, the statutory rules on set-off and rights of retention apply without restriction.

6. Performance Times

(1) The Provider performs its services with reasonable care in accordance with industry standards.

(2) Completion: the Provider completes the website within three weeks. The period begins once the payment due before the build under section 5 (2) has been received and the Customer's content needed to start is available. Section 4 (3) remains unaffected.

(3) Changes within 48 hours: changes to the content of existing pages (section 2 (3)) that the Customer sends by email to ertugrul@ertukara.com are carried out within 48 hours of receipt, including weekends and public holidays. This requires that the change is described clearly and that the content needed (e.g. text, images, documents) is attached. Queries by the Provider suspend the period until the Customer replies.

(4) The period in paragraph 3 does not apply in cases of force majeure and disruptions under section 7, during illness of the Provider, and during announced absences of no more than 30 calendar days in total per calendar year, which the Provider announces by email at least 14 days in advance. In these cases the Provider carries out the change as quickly as possible.

(5) All other dates are binding only if agreed as binding in text form.

7. Force Majeure and Dependence on Third-Party Services

(1) If the Provider is prevented from performing by force majeure or other unforeseeable events outside its control and for which it is not responsible, its duties to perform are suspended for the duration and to the extent of the disruption. Agreed deadlines are extended accordingly.

(2) Performance may depend on third-party services (e.g. hosting, interfaces/APIs, software platforms). Disruptions, outages or changes of such third-party services are outside the Provider's control. Liability is governed by section 11.

8. Rights of Use, Content and Domain

(1) Copyright in the work results created by the Provider remains with the Provider; under German law it cannot be transferred (§ 29 UrhG).

(2) For the term of the contract the Provider grants the Customer the simple, non-transferable and non-sublicensable right to use the website built for it for its own purposes and to make it publicly accessible. The website is hosted by the Provider. During the contract there is no claim to the source code, the design or the project files. This right of use ends when the contract ends.

(3) Buy-out: the Customer may take over the website at any time for a one-off fee. The Provider states the amount in the offer. If the offer states no amount, the fee is 1,490 euros including VAT. Separately ordered services under section 2 (3) are included in the buy-out once their fee has been paid in full. On full payment of the buy-out fee the Provider grants the Customer the simple right, unlimited in time and territory, to use and edit the website in the version existing at that time and to run it with a provider of its choice, and hands over the files needed for this.

(4) Customer's content: all rights in the content provided by the Customer (text, images, logos, documents, data) remain with the Customer. The Customer grants the Provider the right to use this content to perform the services for the term of the contract.

(5) Domain: domains are registered in the Customer's name; the Customer is the holder of the domain. The Provider manages it during the contract. On request, and at the latest when the contract ends, the Customer receives the auth code or the transfer of the domain without delay. The Provider has no right of retention over the domain. From the end of the contract the Customer bears the cost of the domain.

(6) The Provider retains all underlying know-how and reusable, generic components (e.g. general code patterns, building blocks and tools) and may use them for other projects. Third-party components contained in the work results (e.g. open-source software, libraries, fonts, stock material) are subject to the licence terms of their rights holders.

(7) For businesses, the Provider may name and show the project in its portfolio for reference purposes unless the Customer objects in text form. For consumers this happens only with their consent.

9. Acceptance (businesses only)

(1) This section applies only to businesses. For all other customers there is no acceptance under this section; for consumers the supply of the website is decisive (§ 327b BGB).

(2) The Provider notifies the Customer of completion in text form and asks it to accept the work.

(3) The website is deemed accepted if the Customer does not refuse acceptance in text form, naming at least one defect, within 14 days of receiving this request. The Provider points out this consequence in the request.

10. Rights in Case of Defects

(1) For consumers, the statutory rights in case of defects of digital products (§§ 327 et seq. BGB) apply without restriction. There is a statutory liability for defects of digital content and digital services. Throughout the term of the contract the Provider supplies the updates needed to keep the website in conformity with the contract, including security updates (§ 327f BGB). Consumers have no duty to report defects within a particular period.

(2) For businesses: the Provider warrants that the service has the agreed quality. Obvious defects must be reported in text form within 14 days of acceptance, hidden defects without delay after discovery. In the case of a justified defect the Provider first remedies it within a reasonable period. If the remedy fails, is refused or is unreasonable for the Customer, the Customer has the statutory rights.

(3) For all other customers the statutory rights in case of defects apply.

(4) The limitation period for defect claims follows the statutory provisions.

11. Liability

(1) The Provider is liable without limitation for damage caused by intent and gross negligence and for damage from injury to life, body or health.

(2) In cases of simple (slight) negligence the Provider is liable only for breach of an essential contractual duty (cardinal duty). A contractual duty is essential if its fulfilment makes proper performance of the contract possible in the first place and the Customer may regularly rely on it being observed. In that case liability is limited to the damage typical for the contract and foreseeable when it was concluded.

(3) Otherwise the Provider's liability for damages is excluded, in particular for indirect damage, consequential damage and lost profit.

(4) The Provider backs up the website and its content. The Customer is responsible for data it keeps outside the website.

(5) The Provider is not liable for disruptions or outages of third-party services (e.g. hosting, APIs, software platforms) unless it is at fault.

(6) The above limitations do not apply to liability under the Product Liability Act, to a guarantee or assurance of quality given, or to defects fraudulently concealed. The above rules do not change the burden of proof to the Customer's disadvantage. Consumers' rights under section 10 (1) remain unaffected.

(7) Where the Provider's liability is excluded or limited, this also applies to the personal liability of its legal representatives, employees and vicarious agents.

12. Data Protection and Data Processing

(1) The parties observe the applicable data protection provisions.

(2) The Provider hosts the Customer's website and in doing so processes personal data of its visitors on behalf of the Customer, for example server logs and contact form entries. Before the website goes live the parties conclude a data processing agreement under Art. 28 GDPR, which also names the sub-processors used (in particular the hosting providers). The Customer remains the controller within the meaning of the GDPR for its website.

13. Confidentiality

(1) Both parties undertake to treat as confidential all non-public information and documents that become known to them in the course of the cooperation and to use them only for the purposes of the contract.

(2) This obligation continues beyond the end of the contractual relationship.

14. Contract Term and Termination

(1) The website plan runs for an indefinite period. There is no minimum term. The contract begins with the first payment under section 5 (2). A billing month begins on the day of the month on which the first monthly fee fell due.

(2) The Customer may terminate the contract to the end of any billing month. The notice must reach the Provider at least 14 days before the end of the billing month; if it arrives later, the contract ends at the end of the following billing month. The Provider may terminate the contract with one month's notice to the end of a billing month. There is no cancellation fee. Notice must be given in text form; an email is enough. Consumers may also use the button "Verträge hier kündigen" on the website.

(3) Annual plan: with annual prepayment the Customer pays ten monthly fees in advance for twelve months. Within 30 days of payment the Customer may end the annual plan in text form; the Provider then refunds the amount paid pro rata for the time not yet elapsed. After that the annual plan runs to the end of the twelve months. After the twelve months the contract continues as a monthly plan under paragraphs 1 and 2 unless the Customer prepays for another year. Consumers may terminate the contract so extended at any time with 14 days' notice; amounts paid in advance are refunded pro rata.

(4) The right to extraordinary termination for good cause (§ 314 BGB) remains unaffected. Good cause for the Provider exists in particular if the Customer is more than 30 days in default with a monthly fee or does not remove illegal content despite being asked to.

(5) When the contract ends the Provider stops hosting and maintenance. The website is then no longer publicly accessible unless the Customer takes it over under section 8 (3). Outstanding invoices remain due.

(6) Up to 30 days after the end of the contract the Customer receives on request the content of its website (text, images, documents, stored form entries) in a common, machine-readable format. After that the Provider deletes this content unless statutory retention duties apply. The domain is transferred under section 8 (5).

15. Applicable Law, Place of Performance and Jurisdiction

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For consumers this choice of law applies only to the extent that it does not deprive the consumer of the protection afforded by the mandatory provisions of the law of the state in which the consumer has their habitual residence.

(2) For businesses, the place of performance for all obligations arising from the contractual relationship is the Provider's registered office (Essen).

(3) The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship is the Provider's registered office (Essen), provided the Customer is a merchant, a legal person under public law or a special fund under public law. The Provider may also sue at the Customer's general place of jurisdiction.

(4) The parties aim to settle disputes amicably before taking legal action.

16. Final Provisions

(1) Changes and additions to the contract and to these terms require text form. Individual agreements between the parties always take precedence (§ 305b BGB).

(2) Should a provision of these terms be or become invalid, the validity of the remaining provisions is unaffected. The statutory provisions take the place of the invalid provision (§ 306 (2) BGB).

(3) These terms exist in German and in English. The English version is a translation for ease of understanding. Only the German version is authoritative and legally binding.

17. Right of Withdrawal for Consumers

(1) Consumers within the meaning of § 13 BGB have a statutory right of withdrawal. The withdrawal period is fourteen days from the day the contract is concluded (§ 355 (2) BGB). The details follow from the withdrawal policy, which is kept available on the withdrawal page together with the model withdrawal form and is sent to the consumer in text form before the contract is concluded.

(2) Consumers may also declare their withdrawal through the function "Vertrag widerrufen" on the website.

(3) If the consumer expressly requests that the Provider begin performing the service before the withdrawal period expires, and confirms knowing that the right of withdrawal lapses once the Provider has performed the contract in full, the right of withdrawal lapses on full performance (§ 356 (4) BGB).

(4) If the consumer withdraws after having requested an early start, the consumer owes the Provider compensation for the services rendered up to the time of withdrawal. The compensation is calculated from the share of the services already rendered compared with the total scope of the services provided for in the contract (§ 357a (2) BGB).

18. Illegal Content on Hosted Websites

(1) The Customer may not distribute illegal content through the website hosted by the Provider. This includes in particular content that infringes third-party rights, is punishable, or breaches rules on the protection of minors.

(2) Reports of illegal content can be sent at any time to ertugrul@ertukara.com (Art. 16 of Regulation (EU) 2022/2065). The Provider confirms receipt and reviews reports in a timely, diligent and objective manner.

(3) If content proves to be illegal, the Provider may block or remove it. It informs the Customer, stating the reasons and the possibilities of redress (Art. 17 of Regulation (EU) 2022/2065).