General Terms and Conditions for Business Customers

1.1 The provider is Stefan Obholz, trading as OBHOLZ SOLUTIONS, reachable at hello@obholz.solutions. Our address and further provider information are available in the legal notice (Impressum) at https://obholz.solutions.

1.2 Our services are offered exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), acting in the course of their commercial or independent professional activities when entering into the contract, and to legal entities under public law and special funds under public law. We do not enter into contracts with consumers.

1.3 These terms apply where incorporated into the relevant contract. Individual agreements take priority. In the event of a conflict, the agreed specification and the special terms of the individual quotation take priority over these terms. A data processing agreement takes priority within its data protection subject matter. Conflicting customer terms apply only insofar as we agree to their application; statutory rules governing conflicting standard terms remain unaffected.

2.1 Information on our website is an invitation to enquire, not a binding contractual offer. Neither an enquiry nor its automatic acknowledgement constitutes an order being accepted.

2.2 Our quotations are non-binding unless expressly stated to be binding. In the case of a non-binding quotation, the customer's order constitutes the contractual offer; the contract is formed by our express order confirmation. For expressly binding offers, the acceptance period stated in the offer applies. The scope, fees, deadlines and these terms are made available to the customer before the contract is concluded. For documentation we use text form, for example email; individual agreements continue to take priority.

3.1 The specifically agreed deliverables, activities, operating conditions and exclusions determine our obligations. Package names do not extend the scope. We do not owe a particular commercial outcome, savings, revenue, search engine rankings or approval of funding. This does not affect our obligation to deliver an agreed work free from defects.

3.2 Under the AI Check (KI-Check), we owe the agreed analysis report and implementation plan as a contract for work (Werkvertrag), based on the customer's process description. Implementing the recommendations is not included. The check is not legal, tax or funding advice. No live customer datasets are examined. The check fee is credited against a subsequent sprint where agreed in the individual quotation, which specifies the extent and conditions of that credit.

3.3 The Website Sprint (Website-Sprint) and Tool Sprint (Werkzeug-Sprint) are contracts for work. For the Website Sprint, the pages, functions and acceptance criteria are agreed. Two consolidated revision rounds within the agreed design and scope are included. Remedying defects does not count as a revision round. The customer supplies the legal texts required for its website; drafting or legally reviewing them is not part of the sprint. For the Tool Sprint, one defined workflow, interfaces and an acceptance checklist with ten to twenty agreed test cases are specified. Development and test data consist solely of synthetic data without personal data.

3.4 Development at a monthly rate is a service contract (Dienstvertrag) within the agreed time or capacity allocation. We owe professional performance, not completion of an unlimited number of tasks or a particular project outcome. Priorities and workload are coordinated. If specific deliverables capable of acceptance are bindingly agreed, the rules for contracts for work apply to those elements; describing them as a monthly service does not change this.

3.5 Ongoing Support (Betreuung) includes only expressly agreed activities and service hours. Hosting, on-call availability, specific response times, backup intervals and availability levels are not included without an appropriate agreement. Support involving access to personal data processed on the customer's behalf, and hosting, start only after the necessary data protection agreements and technical safeguards are in place. Until then, we provide only the agreed handover, without operating the service on an ongoing basis.

4.1 If the Design Direction Guarantee is included in the individual quotation, we present two design directions on the third business day from the agreed project start; the start date counts as the first day if it is a business day. If neither direction is suitable, the customer may notify us in text form within five business days of receiving both directions and end the Website Sprint on that basis. No reason is required. Business days are Monday to Friday, excluding public holidays at the provider's place of business.

4.2 In that case we refund in full any advance payment made for the Website Sprint within fourteen calendar days of receiving the notification. No fee is payable for services performed within the sprint up to that point. Drafts may not be used in production. Selecting and approving a direction for further implementation ends this special right to end the sprint; silence alone is not approval. The Design Direction Guarantee promises only the right to end the sprint and obtain the refund specified here, not a particular commercial outcome or any characteristics beyond the agreed work. Statutory rights concerning defects, termination and other matters remain unaffected.

5.1 The customer appoints a contact person authorised to make decisions and provides agreed content, requirements, lawfully usable materials and approvals in good time. The customer informs us of special requirements and foreseeable consequences of an outage. We assess technical feasibility within the agreed scope; a comprehensive legal review of customer materials is not included. We address apparent issues and draw attention to them.

5.2 Access credentials are provided only through a previously agreed secure channel, not in free-text enquiries or AI tools. For development and testing we do not need real end-customer, employee, form submission, shop or CRM data. Please provide only synthetic data without personal data.

5.3 Binding deadlines and the project start are specified in the individual quotation. Starting requires the cooperation specified there and, if an advance payment has been validly agreed and is due, payment of that advance. If required cooperation is missing, we inform the customer of the impediment and its foreseeable consequences. Deadlines move only to the extent and for as long as the delay actually affects performance, plus any necessary reasonable restart period. Additional fees do not arise automatically; statutory claims remain unaffected.

6.1 We assess requests outside the agreed scope for their effect on effort, fees and deadlines. The customer receives a supplementary quotation. A change is implemented only after agreement. Until then, the existing scope remains applicable insofar as continuing it is reasonable.

6.2 Achieving the already agreed condition and remedying defects are not chargeable additional services. We do not incur third-party fees, licences or recurring costs for the customer without prior agreement.

7.1 We make completed work available for review against the agreed specification and acceptance checklist and request acceptance. The agreed report contents govern acceptance of the AI Check; the agreed pages, functions and test cases govern acceptance of sprints. The customer declares acceptance or identifies defects found. Acceptance may not be refused because of minor defects; we remain obliged to remedy them.

7.2 Under section 640(2) BGB, work is also deemed accepted if, after completion, we set the customer a reasonable deadline for acceptance and the customer does not refuse acceptance within that period, identifying at least one defect. The period depends on the scope and review effort and is specified in the acceptance request. We explain this legal consequence in that request. Silence without such a request and deadline is insufficient. A timely objection does not already have to establish a material defect in order to prevent deemed acceptance.

7.3 Statutory rules on express or implied acceptance remain unaffected. Service-contract elements do not require acceptance.

8.1 The fees agreed in the individual quotation apply. Prices are net, plus any VAT legally due. Statutory special cases, particularly cross-border services, are taken into account in the invoice.

8.2 For contracts for work, payment becomes due after acceptance and receipt of a proper invoice and must be made within seven calendar days after both conditions are met. Advance payments are owed only where separately and validly agreed. Without such agreement these terms create no obligation to make an advance payment. Statutory claims to progress payments for evidenced work already performed remain unaffected.

8.3 Agreed monthly services are invoiced in advance for the relevant service month. Payment is due at the beginning of that service month, but no earlier than seven calendar days after receipt of a proper invoice. The first service month starts on the agreed contract start date. Each subsequent month starts on the corresponding day of a later month, in each case by reference to the original contract start date; if that day does not exist, it starts on the last day of that month. A service month ends at the end of the day before the next begins. Different billing periods are specified in the individual quotation.

8.4 The customer's statutory rights of retention, withholding performance and set-off remain intact. Statutory rules apply to late payment. Ongoing services are suspended only where the statutory conditions are satisfied and after prior notice, unless notice is exceptionally unnecessary.

9.1 To the extent the relevant rights exist and belong to us, after full payment of the fee for the relevant deliverable the customer receives a non-exclusive right of use, unlimited in time and territory, for the agreed contractual purpose. For a website this includes in particular operating, reproducing, making publicly available and modifying it; for software this includes the agreed business use, backup and modification. The customer may engage service providers for these purposes and permit the necessary use. Reselling the deliverable as a standalone product or obtaining exclusive rights requires a separate agreement. For monthly services, payment for the relevant service period is decisive, not payment for future months.

9.2 Before full payment, the customer may use the deliverables for review and acceptance; after acceptance, operation within the agreed scope is also permitted. If the customer defaults on payment and a reasonable additional payment period expires without payment, we may revoke this provisional permission to operate until payment is made; the customer's statutory rights remain unaffected. Existing rights in the customer's own materials remain with the customer. We may reuse general methods, templates and reusable components provided this does not infringe confidential information or the customer's rights.

9.3 AI-generated components may lack copyright protection because they do not constitute a personal intellectual creation; exclusive rights and uniqueness in such components are not promised. We disclose material AI-generated components upon handover. Using AI does not remove the agreed review obligations or our responsibility for contractual performance.

9.4 Open-source software and other third-party components are subject to their respective licence terms. At handover we document the material components, licences and required notices. Where those licences grant independent rights of use, our payment clause does not restrict them. We use components whose licences restrict the agreed use or trigger particular disclosure obligations for customer code only after prior coordination. The handover scope, source code and editable files are specified in the individual quotation; in all cases we supply the documentation necessary for the agreed contractual purpose.

10.1 We work with AI tools from OpenAI and Anthropic and process your business details and those of your contact persons with them. We do not enter data we process on your behalf, for example data of your customers or employees, or particularly sensitive data into these tools. Details are in our privacy policy. If you do not want this, please tell us before work begins. The customer and affected contact persons may object to this processing at any time. We then stop further processing of the relevant personal data in these tools and coordinate the next steps. Statutory data subject rights remain unaffected.

10.2 Using AI does not replace professional review. We inform the customer when an automated system itself communicates with them. Personal data are processed only on a valid legal basis and using suitable procedures. These terms are neither consent under data protection law nor a substitute for a required data processing agreement.

10.3 If we are to process personal data on the customer's behalf, an agreement under Article 28 GDPR must be in place before that processing starts, including the necessary technical and organisational measures, subprocessor arrangements and, where applicable, safeguards for transfers to third countries. Supplying real data does not replace these requirements. A data processing agreement does not lift the exclusion of real customer operational data from our AI tools or from development and testing.

10.4 Special categories of personal data, criminal offence data, identity documents and bank card data must not be submitted for processing. If prohibited data nevertheless arrive, we restrict access and clarify a lawful route for return, restriction or deletion. Mandatory statutory duties remain unaffected. No particular deletion period across all systems and third-party providers is promised here.

11.1 Both parties keep the other party's non-public business and operational information confidential, use it only to perform the contract and grant access only where there is a lawful need. Persons and service providers involved must be appropriately bound to confidentiality. Statutory data protection and trade secret duties remain intact; a confidentiality undertaking alone does not permit disclosure to AI providers.

11.2 This does not apply to information demonstrably already lawfully known, publicly known, lawfully obtained from third parties or independently developed. Legally required disclosures remain permitted; where allowed, the other party is informed in advance. Confidentiality continues after the contract ends for as long as there is a legitimate confidentiality interest.

11.3 Naming the customer as a reference, using names, logos, screenshots or project results for advertising, and a “FORGED BY” notice linking to https://obholz.solutions require the customer's separate consent to the specific scope. Neither the contract nor acceptance implies that consent. Scope, duration and any rights of withdrawal are specified separately.

12.1 Statutory rights concerning defects and statutory limitation periods apply to contracts for work. The customer describes identified errors as clearly as possible and enables the necessary review and cure. No special exclusion period for defect notifications is agreed.

12.2 We receive the opportunity to cure to the extent provided by law. Statutory rights to self-remedy, a price reduction, rescission, damages and reimbursement of wasted expenditure remain available where their requirements are satisfied. Section 13 additionally applies to damages.

12.3 Service-contract elements are subject to statutory rights for breaches of duty. A lack of commercial effect does not by itself constitute a defect. Where we are responsible for an error, our responsibility is not generally shifted to AI or third-party providers.

13.1 Our liability is unlimited for intent and gross negligence, culpable injury to life, body or health, fraudulent concealment of a defect and within the scope of an expressly assumed guarantee. Mandatory statutory liability, in particular under the German Product Liability Act, remains unaffected. These terms do not restrict data subjects' claims under Article 82 GDPR.

13.2 For ordinary negligence, we are liable for breach of an essential contractual obligation whose fulfilment is necessary for proper performance of the contract and on whose observance the customer may regularly rely. In that case, liability is limited to the damage foreseeable at the time the contract was concluded as a typical consequence of the breach. Otherwise, liability for ordinary negligence is excluded. These limitations do not affect the cases listed in section 13.1.

13.3 These rules also apply to the personal liability of our legal representatives and persons employed to perform our contractual obligations. They limit neither agreed claims to performance and cure nor statutory rights of rescission and price reduction. No cap based on the order value, an insured sum or insurance proceeds actually paid is agreed.

14.1 The term, any minimum term and the ordinary notice period for separately agreed monthly services are specified in the individual quotation. These terms alone establish neither a monthly service nor a minimum term. In the absence of a valid agreement to the contrary, the statutory rules on term and termination apply. Billing periods are determined under section 8.3.

14.2 Termination may be declared in text form, in particular by email. Termination for good cause and other mandatory statutory termination rights remain unaffected, in particular under sections 314 and 627 BGB where their requirements are met. For contracts for work, statutory termination rights, including sections 648 and 648a BGB, remain intact. The Design Direction Guarantee in section 4 takes priority where applicable.

14.3 When the contract ends, we hand over the deliverables and documentation owed within the agreed scope and return customer property. Rights of use are governed by section 9. No extra charge for an agreed necessary handover arises solely because of termination. Prepaid service periods no longer owed following effective termination are accounted for, and overpayments refunded. For processing on behalf of the customer, the agreed return and deletion rules apply, subject to statutory retention duties.

15.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatorily applicable law remains unaffected. Statutory places of jurisdiction apply; these terms do not establish an exclusive place of jurisdiction.

15.2 If a provision is invalid or not incorporated, the statutory consequences apply, particularly section 306 BGB. An invalid provision is not automatically replaced by a clause with the closest possible commercial effect.

15.3 These terms are available in German and English. The German version is authoritative; an individual agreement to the contrary remains possible.