Terms and Conditions

§ 1 Scope and contracting party

(1) These General Terms and Conditions apply to all contracts between Medius Consulting, Ostkamp 22, 59174 Kamen ("we" or "Contractor") and our customers for digital services (e.g. websites, online shops, apps, configurators, integrations, hosting and maintenance) and for the production and delivery of custom-made goods (e.g. textile finishing, merchandise, 3D printing, circuit boards and electronics).

(2) A consumer is any natural person who concludes a legal transaction for purposes that are predominantly outside their trade, business or profession (§ 13 German Civil Code, BGB). A business customer is any natural or legal person or partnership with legal capacity acting in the exercise of its trade, business or profession (§ 14 BGB). Deviating provisions for business customers are marked as such.

(3) Conflicting, deviating or supplementary terms of the customer do not become part of the contract unless we expressly agree to them in writing.

§ 2 Description of services, offers and cost calculators

(1) The offer, the order confirmation and the service description referred to therein determine the type and scope of our services. Marketing material, demo websites, examples and portfolio entries are non-binding illustrations.

(2) Price calculators, the website cost calculator and quick estimates on our website provide a non-binding estimate based on your inputs; they are not an offer. We prepare a binding offer after reviewing your requirements.

(3) Our offers are non-binding and, unless a binding period is expressly stated, valid for 14 days from the offer date.

§ 3 Conclusion of contract, ordering process in the customer portal

(1) A contract is concluded when the customer accepts our offer (in writing, by email or by confirmation in the customer portal) or through our order confirmation or the start of performance on the customer's order.

(2) Ordering process in the portal: the customer registers and confirms their email address, selects the service or product and configuration, uploads files where required, reviews the summary with all details, prices and costs, and submits a binding order by clicking the order button. Input errors can be corrected at any time before submitting (browser back function or changing the entries). We confirm receipt of the order by email without delay (confirmation of receipt); this is not yet acceptance. Acceptance takes place by order confirmation or start of performance. A request through the portal is non-binding; the contract only becomes binding when the customer accepts our subsequent offer in the portal. In doing so the customer confirms that these terms apply and that they have taken note of the withdrawal policy. Consumers can expressly request that we start services or digital content before the withdrawal period expires (see Withdrawal Policy); without this consent we begin such services only after the withdrawal period has expired.

(3) Contract languages are German and English. We store the contract text; quotes, order confirmations and invoices are available to the customer in the customer portal under "Documents" for retrieval and saving. These terms can be viewed and printed on our website at any time.

§ 4 Customer portal and access data

(1) Use of the customer portal requires registration with accurate information. The customer keeps their access data secret and protects it from third-party access; we recommend enabling two-factor login. The customer informs us without delay if misuse is suspected.

(2) We may temporarily block accounts in case of suspected misuse or breaches of these terms. The portal is operated with reasonable care; there is no claim to uninterrupted availability, and maintenance windows are possible.

§ 5 Customer cooperation, files and content

(1) The customer provides texts, images, logos, files, data and information, access and approvals in time, completely and in the agreed format. Delays caused by missing cooperation extend agreed deadlines appropriately; resulting additional effort may be charged separately.

(2) The customer warrants that they hold the necessary rights to the content they provide, that it does not infringe third-party rights (in particular copyright, trademark, personality or name rights) or statutory provisions, and that it is free of malware. The customer grants us the rights of use needed to perform the contract (reproduction, editing, processing, passing on to manufacturing and delivery partners). For infringements of third-party rights through customer content, a business customer indemnifies us against third-party claims; towards consumers this applies only where the customer is responsible for the infringement.

(3) We may refuse or suspend orders if content is obviously unlawful, harmful to minors, discriminatory or infringes trademarks.

(4) The customer is responsible for backing up their own data and retains the originals of their files.

§ 6 Custom-made goods: approval and tolerances

(1) Goods are made individually according to the customer's specifications and files. We point out obvious defects in the data but are not obliged to carry out a full content, legal or technical review. By approving the preview, layout or production data the customer confirms correctness and completeness (including spelling, dimensions, colours, position and resolution); we are not liable for errors in customer data detected after approval.

(2) For printing, textiles, engraving, 3D printing and manufacturing, customary technically caused deviations are permissible, in particular in colour (screen vs. print), dimensions, weight, surfaces, fit and positioning within usual tolerances. For business customers, over- or under-deliveries of up to 10 % of the ordered quantity are permissible and will be invoiced accordingly.

§ 7 Digital services: creation, acceptance, rights of use

(1) Unless expressly agreed as a service, the creation of websites, shops, apps and configurators is a work performance. Only the success defined by the agreed specification is owed; design freedom and usual content and browser differences are reserved. Search engine rankings, revenue or visitor numbers are not owed.

(2) Upon completion we notify the customer and make the work available for acceptance. The customer inspects within 12 working days and either accepts or specifies material defects. Acceptance may not be refused because of insignificant defects. If neither acceptance nor notice of defects occurs within the period, the work is deemed accepted for business customers; for consumers this applies if we pointed out this consequence in the completion notice (§ 640(2) BGB). Productive use also counts as acceptance.

(3) Upon full payment the customer receives a non-exclusive, non-transferable right, unlimited in time and territory, to use and adapt the results created for them (design, texts, programming excluding standard software) for the agreed purpose. Rights to our tools, frameworks, source libraries and know-how and to open-source components (their licences apply) remain unaffected. Unless the customer objects, we may name projects as references.

(4) Hosting, maintenance, support and similar continuing services are provided for the term stated in the offer. Unless agreed otherwise, the contract runs for an indefinite period and can be terminated with one month's notice to the end of a month. The right to extraordinary termination for good cause remains unaffected. Termination requires text form (email suffices).

(5) Consumers can terminate contracts for continuing services concluded through our website at any time and without logging in via the "Cancel contracts here" button (footer of every page). We confirm receipt of the termination without delay in text form with date and time.

§ 8 Prices, payment, default

(1) Unless marked otherwise, prices are gross prices including statutory VAT towards consumers; towards business customers they are plus statutory VAT. Shipping and additional costs (e.g. rush surcharges, customs on foreign deliveries) are shown before the contract is concluded.

(2) Payment methods: bank transfer on invoice, PayPal and any other payment methods offered during checkout. Invoices are payable within 14 days of the invoice date without deduction unless agreed otherwise. For custom-made goods and larger projects we may require advance or instalment payments (e.g. on order, at milestones and on acceptance) and defer performance until they are received.

(3) In case of default the statutory rules apply (default interest under § 288 BGB; for business customers 9 percentage points above the base rate plus the flat fee under § 288(5) BGB). In case of default we may withhold further services.

(4) Set-off is only permitted with undisputed or finally adjudicated claims; rights of retention only from the same contractual relationship.

(5) Invoices are provided electronically (PDF) in the customer portal or sent by email. By registering as a business customer, electronic invoicing is agreed.

§ 9 Delivery, passing of risk, retention of title

(1) Delivery and completion dates are binding only if we have confirmed them in writing as binding; otherwise they are estimates. Periods do not start before all necessary cooperation by the customer, any approval and an agreed advance payment have been received. Partial deliveries are permitted if reasonable.

(2) Goods are shipped to the delivery address given by the customer; for consumers the risk passes only upon handover of the goods (§ 475(2) BGB), for business customers upon handover to the carrier. If the customer fails to accept despite notice, storage may be charged.

(3) Force majeure, supply chain disruptions at upstream suppliers and similar events beyond our control extend deadlines appropriately; if they last more than three months, either party may withdraw from the unperformed part.

(4) Delivered goods remain our property until full payment (retention of title). Towards business customers, retention of title applies until all claims from the business relationship are settled.

§ 10 Right of withdrawal

Consumers have a statutory right of withdrawal. Exclusions (in particular for goods made to the customer's specifications and services already fully performed) and details are set out in our Withdrawal Policy.

§ 11 Warranty

(1) Statutory warranty rights apply. The limitation period is two years from delivery or acceptance for consumers. For business customers it is one year; this does not apply to claims for damages under § 12(2) or in case of fraudulent intent.

(2) Business customers must notify obvious defects without delay, at the latest within 7 days of delivery, and hidden defects without delay after discovery, in text form (§ 377 German Commercial Code). Notices of defects should include a comprehensible description and photos or error messages.

(3) We first provide subsequent performance at our choice by repair or new production/replacement delivery. If this fails, the customer may reduce the price or withdraw under the statutory rules.

(4) No warranty rights exist for deviations within § 6(2), for errors in approved customer data, improper use or interference by third parties, changes to the code by the customer or third parties, or faults caused by third-party systems (the customer's hosting, payment providers, third-party plugins).

§ 12 Liability

(1) We are liable without limitation for intent and gross negligence, injury to life, body or health, fraudulently concealed defects, assumed guarantees and under the Product Liability Act.

(2) In case of slightly negligent breach of essential contractual obligations (obligations whose fulfilment makes proper performance of the contract possible in the first place and on which the customer may regularly rely), liability is limited to the foreseeable damage typical for the contract. Otherwise liability for slight negligence is excluded.

(3) We are liable for loss of data only if the customer made regular backups appropriate to the risk that allow lost data to be restored, and only up to the cost of restoration.

(4) The above limitations also apply in favour of our employees and vicarious agents.

§ 13 Data protection

Information on the processing of personal data can be found in the Privacy Policy. If we process personal data on behalf of customers as a processor (e.g. when hosting), we conclude a data processing agreement under Art. 28 GDPR upon request.

§ 14 Interfaces (API)

Business customers to whom we grant access to our interface receive a personal access key, which they must treat as confidential and use only for the agreed purpose. We may log and limit accesses (rate limits) and block them in case of misuse.

§ 15 Final provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For consumers this choice of law applies only insofar as mandatory provisions of the state in which the consumer has their habitual residence do not conflict.

(2) If the customer is a merchant, a legal entity under public law or a special fund under public law, our registered office is the place of jurisdiction. We are also entitled to sue at the customer's general place of jurisdiction.

(3) We are neither willing nor obliged to take part in dispute resolution proceedings before a consumer arbitration board.

(4) We notify changes to these terms for ongoing contracts in text form; they are deemed approved if the customer does not object within six weeks and we pointed out this consequence. Essential service content and prices cannot be changed unilaterally this way.

(5) Should individual provisions be or become invalid, the validity of the others remains unaffected; the statutory rule replaces the invalid one.