GTC – General Terms and Conditions

As of 05/2022

Scope of application – Contracting parties – Definitions

1.1 The following general terms and conditions (GTC) exclusively apply to contracts concluded by the company Ypsilon.dev UG (limited liability), Abensstrasse 8, 93059 Regensburg, Tel +49 176 42999662, e-mail info@ypsilon.dev.com (hereinafter referred to as “Ypsilon.dev”) with entrepreneurs (hereinafter referred to as “customers”).
1.2 An entrepreneur is a natural or legal person or a legal partnership that acts in the course of its commercial or self-employed professional activity when concluding a legal transaction.
1.3 Conflicting or deviating terms and conditions or other restrictions of the customer do not become part of the contract unless Ypsilon.dev has expressly and in writing agreed to them in individual cases prior to the conclusion of the contract.
1.4 These GTC also apply to all future similar business relationships, even if they are not explicitly agreed again.
1.5 In individual cases, individual agreements with the customer take precedence over these GTC.
1.6 If there are differing conditions between the terms and conditions (GTC) and the underlying contract, the provisions of the respective contract shall prevail in case of doubt.

Offers – Conclusion of contract

2.1. Offers from Ypsilon.dev are non-binding unless otherwise specified and valid for 30 days from the date of the offer.

2.2. A contract is concluded upon the customer’s order or confirmation of order by Ypsilon.dev.

2.3. In the case of domain orders, it is agreed that the customer shall instruct Ypsilon.dev to immediately register the ordered domain with the respective domain registry upon receipt of the offer by Ypsilon.dev. The contract shall become legally binding upon successful registration of the domain.

2.4. Ypsilon.dev may transfer its rights and obligations under this contract to one or more third parties (contractual assignment) and may change these at any time without separate notice, provided this is not unreasonable for the customer.

Scope of Performance

3.1. The contractual obligations of Ypsilon.dev primarily result from the service description or offers sent and signed orders and agreements between Ypsilon.dev and the customer.

3.2. Ypsilon.dev generally assumes responsibility for the conception of orders, projects, and agreed services, as well as their implementation.

3.3. Ypsilon.dev does not guarantee the legal permissibility of the developed and implemented projects or actions, but is committed to complying with all legal guidelines.

Customer’s Obligations to Cooperate – Customer’s Data Backup

4.1. The customer warrants that the data provided to Ypsilon.dev by him/her is correct and complete. He/she undertakes to inform Ypsilon.dev immediately of any changes to the data provided and to confirm the current correctness again within 15 days of receipt of a corresponding request from Ypsilon.dev. This applies in particular to the name, postal address, e-mail address as well as telephone and fax number of the technical contact person for the domain, name, postal address, e-mail address as well as telephone and fax number of the administrative contact person for the domain.

4.2. During the term of the contract, the customer is obliged to provide reasonable cooperation. Reasonable cooperation includes, in particular, the provision of all data and information necessary for the creation of the specification, the development of the concept, and the production of the work. The customer understands that the quality of the commissioned work depends significantly on the quality of the customer’s specifications and the quality of the materials provided by the customer.

4.2. The customer shall provide Ypsilon.dev with any necessary information, content or interfaces in a timely manner. Ypsilon.dev is not obligated to check whether the content provided by the customer is suitable for the purposes pursued with the work. The customer shall ensure that the material provided by him/her – in particular software, photos, videos, graphics, texts, and map extracts – is free from third-party rights or that the customer has the necessary rights to use them.

4.3. The content to be provided by the customer includes in particular all data, texts, images, videos, graphics, logos, and tables to be used.

4.4 The customer is obligated to equip their web presence with a provider identification (“imprint”) and privacy policy in accordance with legal requirements. The creation of legal texts is not part of the contract with Ypsilon.dev.

4.5 The customer is obligated to create suitable backups of their data hosted by Ypsilon.dev independently and responsibly at regular intervals.

4.6 The customer must carry out a complete data backup on storage media outside the hosted system themselves before starting any work by Ypsilon.dev.

4.7 The customer thoroughly tests each program for defects and usability in their specific situation before starting to use the program operationally. This also applies to programs received by the customer as part of Ypsilon.dev’s warranty and maintenance. The customer is expressly advised that even minor changes to the software can affect the functionality of the entire system.

Acceptance

5.1. The partial services provided under contract must be carefully checked by the customer and accepted within 5 working days. After the deadline, acceptance shall be deemed to have been granted, unless Ypsilon.dev has fraudulently concealed defects.

5.2. Minor defects that do not or only slightly affect the functionality and usability of the work do not constitute grounds for refusing acceptance, provided that Ypsilon.dev promises to remedy the defects promptly within 5 working days.

5.3. The work shall also be deemed to have been accepted by the customer if, after completion, Ypsilon.dev has set a reasonable deadline for acceptance and the customer has not refused acceptance within this deadline.

Rights of Use

6.1. The granting of usage rights to the work or parts of the work is subject to the suspensive condition of the customer’s complete payment of the respective due fees to Ypsilon.dev.

6.2. Unless otherwise agreed in writing, Ypsilon.dev grants the customer a simple, non-transferable, non-sublicensable right to use all works created by Ypsilon.dev.

6.3. The type of usage is limited to the purpose defined in the legal transaction/contractual purpose. Any use beyond this, in particular the reprinting, editing, modification, and transfer to third parties of Ypsilon.dev products and services, requires the consent of Ypsilon.dev in writing.

6.4. In the creation of software/apps, the rights to the source code do not pass to the customer, i.e., the customer has no right to edit, supplement, modify, or translate the work, unless otherwise agreed in writing.

6.5. Ypsilon.dev is entitled to include references to the authorship at suitable points in the work. The customer is not entitled to remove these references without the consent of Ypsilon.dev in writing.

Payment Terms – Advance Payment – Interim Invoice – Due Date

7.1 The compensation is due upon acceptance, delivery or online release of the service, product or work.

7.2 For social media projects, the compensation is due in advance at the beginning of the month or immediately after invoicing.

7.3 If the ordered work, product or service is accepted in parts, a corresponding partial payment is due upon acceptance of the product/service.

7.4 If an assignment extends over a longer period (31 calendar days or more) or requires significant financial advance payment from Ypsilon.dev, payment for the services will be made in interim invoices at the end of each month.

7.5 Ypsilon.dev is entitled to request an advance payment of the agreed fee from the customer after the conclusion of the contract.

7.6 Ypsilon.dev is also entitled to invoice the customer for further interim payments at reasonable intervals, such as after reaching milestones. The amount of the interim payments is specified in the contract.

7.7 After acceptance of all contractually agreed and additionally requested services, Ypsilon.dev will settle the services by means of a final invoice.

7.8 All invoices are due for payment within 15 days of invoicing without deduction.

7.9 The creation of designs, products and services that Ypsilon.dev provides to the customer are subject to a fee, unless expressly agreed otherwise in writing.

7.10 If the customer does not claim usage rights or decides to choose another provider after delivery of the designs/plans, which are an integral part of any design project, the fee for the designs/plans is to be paid in any case.

7.11 If no fee is agreed for a service or partial service, the customary fee in the industry applies.

7.12 For additional expenses that go beyond the agreed costs in the contract (e.g. for expansions of the project, change requests), the parties agree on an hourly rate. The hourly rate is specified in the contract.

7.13 Regardless of the type of compensation, the customer is obliged to pay Ypsilon.dev for any additional expenses incurred at the contractually agreed hourly rate resulting from the customer’s failure to comply with the obligations of this contract.

7.14 Agreed ancillary services and costs incurred by Ypsilon.dev according to the agreement are borne by the customer, unless otherwise specified.

7.15 Insofar as contracts for third-party services are concluded in the name and on behalf of the customer in individual cases, the customer undertakes to indemnify Ypsilon.dev from all liabilities resulting from the conclusion of the contract. This includes in particular the assumption of costs.

7.16 Travel expenses and expenses for trips undertaken in connection with the project and agreed with the customer or deemed necessary are to be reimbursed by the customer.

7.17 In the event of an automatic extension of the contract term, the fee for the extended contract term is determined based on the price list of products that is valid for the customer four weeks before the extension takes effect. If the price increases by more than 10% of the last valid price within 12 months, the customer has a special termination right at the time the intended price increase becomes effective. This termination right must be exercised by the customer with a notice period of four weeks from the notification of the price increase.

7.18 In the event of the customer’s payment default or the risk of payment claims by Ypsilon.dev due to a significant deterioration of the customer’s financial situation within the meaning of § 321 BGB, Ypsilon.dev is entitled to suspend contractual performance until the customer has paid its due obligations. This does not result in Ypsilon.dev losing the right to claim the counter-performance.

7.19 All prices and costs are understood in euros and are subject to the applicable statutory value-added tax.

Warranty

8.1. Ypsilon.dev is liable for defects in accordance with the statutory provisions.

8.2. If the creation of the work is a commercial transaction for both parties, the customer must inspect the work immediately, but no later than 5 business days after delivery or accessibility, if this is possible according to proper business practice, and if a defect is found, immediately notify Ypsilon.dev.

8.3. If the customer fails to report the defect, the work is deemed approved unless it is a defect that was not recognizable during the inspection or if Ypsilon.dev acted with fraudulent intent.

Translation

9.1 Ypsilon.dev is liable for damages caused intentionally or through gross negligence in accordance with statutory provisions.

9.2 In cases of simple negligence, Ypsilon.dev is only liable for damages resulting from the violation of life, body or health, as well as in cases of violation of essential contractual obligations (obligations whose fulfillment enables the proper implementation of the contract as a whole and on whose compliance the client regularly relies and can rely). In all other cases, liability of Ypsilon.dev is excluded.

9.3 Ypsilon.dev is not responsible for the content provided by the client, especially for reasons related to press, data protection, copyright or competition law. Ypsilon.dev is not obligated to check the client’s content or the work for possible legal violations or necessary mandatory disclosures. This applies in particular to the client’s terms and conditions, privacy policies, mandatory disclosures under TMG, DL-InfoV, DSGVO, TTDSG or other legal provider identifications and information obligations or data protection notices, to which the client is subject.

9.4 Ypsilon.dev expressly advises the client that all websites, social media presences and apps must contain mandatory disclosures (imprint) and a privacy policy and must comply with the provisions of the DSGVO. The client alone is liable for the content, accuracy and completeness of the information. Ypsilon.dev is not obligated to create this content – Ypsilon.dev only has to create the necessary pages/links for this purpose.

9.5 Ypsilon.dev points out that tracking measures, cookies, fingerprinting, etc. may require the consent of a user according to the DSGVO and TTDSG. The client is responsible for the data protection law compliance of their website/software/app and for obtaining any necessary user consents.

9.6 If third parties hold Ypsilon.dev liable for possible legal violations resulting from the contents of the website/app, the customer agrees to indemnify Ypsilon.dev from any liability and to compensate Ypsilon.dev for the costs arising from the possible legal violation.

9.7 Ypsilon.dev is only liable for data losses if the customer has regularly performed system checks and data backups, and only to the extent that the data can be reproduced with reasonable effort.

9.8 Further liability, in particular claims for compensation for indirect damages, consequential damages, lost profits, production downtime, etc., is excluded.

9.9 To the extent that Ypsilon.dev’s liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives, or agents.

9.10 The foregoing limitation shall not apply in the event of damages resulting from injury to life, body, or health, or for other damages resulting from intentional or grossly negligent breach of duty or fraudulent intent by Ypsilon.dev, as well as for damages covered by the Product Liability Act, or in the case of assuming guarantees or assuming procurement risks, or in the case of recourse claims under §§ 478, 479 of the German Civil Code.

9.11 In the scope of application of the Telecommunications Act, the liability regulation of § 70 TKG remains unaffected in any case.

Milestones / Completion Date

10.1 The parties may agree on binding completion dates (milestones) in the contract. In case of delays due to force majeure or caused by the customer’s failure to fulfill their obligations under this contract, the deadlines shall be extended accordingly.

10.2 If a completion date is agreed upon, this date is not binding for Ypsilon.dev if it cannot be met for reasons that are solely or predominantly attributable to the customer. This applies in particular in case of a breach of the customer’s obligations under this contract.

Special conditions for hosting

11.1 If it has been contractually agreed that Ypsilon.dev stores and makes available to the customer the submitted offer as a web hosting provider on its servers (so-called hosting), Ypsilon.dev guarantees server availability of 98% on an annual average. Excluded from this are times when the server cannot be reached due to technical or other problems that are not within Ypsilon.dev’s control (force majeure, third-party fault, etc.). Ypsilon.dev may restrict access to its services if the security of the network operation, the maintenance of network integrity, in particular the avoidance of serious network disruptions, software or stored data requires it.

11.2 In the event of server disruptions, Ypsilon.dev will endeavor to rectify the problem immediately. Necessary interruptions to server operation will be carried out by Ypsilon.dev outside of normal business hours (between 9:00 pm and 6:00 am and on Sundays and holidays) whenever possible.

11.3 The customer has no claim that the server is assigned the same IP address for the entire contract period.

11.4 Data backup of the customer’s data on the allocated storage space is not part of the contract. The customer is responsible for backing up data stored by themselves or by Ypsilon.dev on the allocated hosting storage space on external storage media.

11.5 The customer may only use the allocated storage space for operating a website. The use of storage space for online backups, as file storage/mass storage, or for providing mass downloads is prohibited.

Translation: Special provisions for domains and certificates

12.1 The various top-level domains (TLDs – “endings”) are managed by a variety of different, mostly national organizations. Each of these organizations that assigns top-level domains has established different conditions for the registration and management of top-level domains, their associated sub-level domains, and the procedure for domain disputes. Insofar as top-level domains are the subject of the contract, the corresponding assignment conditions apply additionally. Insofar as .de domains are the subject of the contract, the DENIC domain conditions (https://www.denic.de/domains/de-domains/domainbedingungen/) and the DENIC domain guidelines (https://www.denic.de/domains/de-domains/domainrichtlinien/) apply.

12.2 When obtaining and/or maintaining domains, Ypsilon.dev acts only as an intermediary between the customer and the respective domain assignment organization. Ypsilon.dev has no influence on domain assignment and does not guarantee that the domains requested by the customer will be assigned and/or that assigned domains are free of third-party rights or will remain in effect.

12.3 The customer guarantees that the domain requested by them does not infringe any third-party rights. If third-party claims for actual or alleged infringement of rights are made against Ypsilon.dev on the customer’s website, Ypsilon.dev is entitled to immediately put the customer’s domain into the care of the registrar and block the corresponding website of the customer.

12.4 If the customer does not provide content for a domain, Ypsilon.dev is entitled to display its own content, such as advertising for Ypsilon.dev.

12.5 When obtaining and/or maintaining SSL certificates, Ypsilon.dev acts only as an intermediary between the customer and the respective certificate issuer. Ypsilon.dev has no influence on certificate issuance and does not guarantee that the certificates requested by the customer will be assigned or will remain in effect.

12.6 Insofar as SSL certificates are the subject of the contract, the issuer’s general terms and conditions apply additionally.

Special provisions for .de domains – deletion of domains – transfer

13.1 For domains under the top-level domain .de, the customer agrees that their .de domain will not be renewed and their domain contract will expire at the end of the respective contract period if they terminate hosting with Ypsilon.dev and do not transfer the domain to another host (KK request). At the end of the contract period, Ypsilon.dev can have the .de domain deleted by the registration authority (DENIC) and terminate this contractual relationship. The .de domain will then be released and can be registered by anyone. The information hosted under the .de domain (e.g., email addresses, page content) will no longer be accessible when the domain contract expires.

13:2 The customer agrees to create timely backups of the necessary data and store them. The customer acknowledges that Ypsilon.dev does not maintain backups of the data and cannot retrieve the .de domain or the data hosted under it once the domain contract has expired and the .de domain is freely available.

13.3 Instead of deleting the customer’s domain when the registration contract expires, Ypsilon.dev can also register the customer’s domain for itself or transfer it to itself.

Special provisions for emails

14.1 Email mailboxes may only be used for email communication. It is particularly prohibited to use email mailboxes as storage space for other files and data.

14.2 The customer agrees not to send or allow the sending of emails containing advertising without the express consent of the respective recipient. This applies in particular when the relevant emails are mass-distributed with the same content (so-called “spamming”). If the customer violates the aforementioned obligation, Ypsilon.dev is entitled to immediately block the email account.

Special provisions for SEO

15.1 The subject of the contract is services provided by Ypsilon.dev in the field of search engine optimization (SEO) for a fee. The aim is to list the customer’s webpage that is accessible on the internet at a higher position in search engines when certain relevant search terms (“keywords”) agreed between the parties are entered by the search engine user than is currently the case.

15.2 A specific search engine ranking is not owed. If another search engine is not expressly specified in written form, the advice applies solely to Google.

15.3 The customer is aware that SEO is an ongoing process and that it can take up to 12 months after implementing all proposed changes until the first changes become visible. The customer is also aware that search engine ranking depends on a multitude of factors, which are subject to constant changes and are not known in detail even to Ypsilon.dev. Unforeseen changes in the ranking, including a drastic deterioration or complete removal from the index of the respective search engine, cannot be ruled out.

15.4 As part of the page optimization, Ypsilon.dev will advise the customer at its discretion on the page structure and/or content of the webpage, its title, headings, meta-data, image descriptions, etc., and make recommendations for changes. Depending on the need, Ypsilon.dev will also advise the customer on web analytics tools (such as Google Analytics), social media, and other topics. The advice will be given at the discretion of Ypsilon.dev by email, telephone, video conference, or in customer meetings (workshops). Ypsilon.dev will review whether the quantity and/or quality of linking (backlinks) to the webpage can be improved and make corresponding recommendations (off-page optimization).

15.5 Upon consultation with the client, Ypsilon.dev endeavors to increase the current number and/or quality of backlinks. A specific number or quality of backlinks is not owed. To the extent that the parties expressly agree, off-page optimization also includes booking links from third-party websites for a fee.

15.6 Insofar as Ypsilon.dev takes on other service orders, such as implementing suggested on-page optimization measures, programming services, or other additional adjustments, creating content, workshops, training, or other consulting services, Ypsilon.dev is obligated to act within the agreed time frame and scope. The details of the services to be provided by Ypsilon.dev result from the respective order.

15.7 The client will support Ypsilon.dev as much as possible in the selection of keywords and, in particular, provide comprehensive information on the target audience of the websites and possible search terms. The client alone is responsible for selecting the keywords. This includes, in particular, the obligation to check the keywords proposed by Ypsilon.dev for their admissibility. If the client does not object to the keywords proposed by Ypsilon.dev within 3 business days in written form, they are considered approved.

15.8 If the client commissions Ypsilon.dev with the implementation of on-page optimization measures, the client must back up their data before the programming work begins and check the functionality of their website after completion before the updated version is published online. In addition, the client will also back up their other data, particularly their user data, at regular intervals, at least once a day.

15.9 If contractually agreed in written form, Ypsilon.dev will provide the client with a monthly report (“Report”) that shows the current ranking of the website in the search engines covered by the contract and the number of backlinks.

15.10 Unless expressly agreed otherwise, optional services from Ypsilon.dev will be remunerated depending on the effort involved at an hourly rate.

Provisions for the client’s access and passwords

16.1 If Ypsilon.dev provides the client with access data (passwords), for example, for FTP access or e-mail of their project/website, the client must keep this confidential and must not pass it on to third parties.

16.2 The client undertakes to keep passwords received from Ypsilon.dev strictly confidential for the purpose of accessing the services contractually agreed upon and to inform Ypsilon.dev immediately as soon as they become aware that unauthorized third parties know the password. If third parties become aware of the client’s password due to the client’s fault, the client is liable to Ypsilon.dev for usage fees and damages.

Termination – Termination of service

17.1 Unless otherwise agreed, the contract term for services is 12 months from the date of the contract. The contract automatically extends for another 12 months unless it is terminated at least 4 weeks before the end of the contract.

17.2 The right to terminate for cause remains unaffected in any case.

In particular, Ypsilon.dev is entitled to terminate the contract if:

the customer persistently breaches their contractual obligations, in particular, fails to fulfill their cooperation obligations;
the customer does not meet their obligation to pay due invoices despite a reminder and setting of a deadline;
in case of monthly payment, the customer is in default with the due payments of the monthly base prices, or a significant part of the base prices, for two consecutive months;
in case of monthly payment in a period extending over more than two terms, the customer is in default with the due payment of the monthly base prices up to an amount that reaches the total amount for two monthly base prices;
the customer finally stops making payments;
the customer is insolvent, an insolvency or comparable proceedings have been applied for, or such an application is imminent after publication in the media.

17.3 Every termination requires written form (§ 126b BGB) to be effective.

17.4 In case of payment default by the customer, Ypsilon.dev may impose a delivery, performance, and/or production stop until the customer has fulfilled their payment obligation.

Retention of title

18.1 Services, usage rights, and delivered goods remain the property of Ypsilon.dev until full payment has been received.

Data protection/confidentiality

19.1 The contracting parties undertake to treat all information and documents designated as confidential or resulting from the circumstances as confidential, as well as the business and trade secrets of the other contracting party, confidentially.

19.2 Information and documents that are generally known and accessible at the time of disclosure or that were already known to the receiving contracting party at the time of disclosure or were legitimately made accessible to it by third parties are not covered by the confidentiality agreement.

19.3 Furthermore, the contracting parties agree to maintain confidentiality about the content of this contract and the knowledge gained during its implementation.

19.4 The confidentiality obligation also applies beyond the termination of the contractual relationship.

19.5 Ypsilon.dev is not obligated to retain order documents (e.g. customer material, data).

19.6 The customer is advised that it is their responsibility to perform data backup after each working day on which the database has been modified by them or their vicarious agents, whereby data stored on Ypsilon.dev’s servers may not be backup-stored.

References – other customers

20.1 Ypsilon.dev is free to inform the public about general cooperation with the customer and the commissioned project in press releases or reference lists, for example, by listing the customer as a reference customer on Ypsilon.dev’s websites, unless the customer expressly objects in written form.

20.2 Unless otherwise expressly agreed in writing, Ypsilon.dev is permitted to accept and process orders from customers in the same or similar industries during the term of the contract and beyond. This also applies, in particular, to the optimization of similar or identical search terms for different clients.

Choice of law, language of the contract, place of jurisdiction

21.1 German law applies, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) on the sale of movable goods.

21.2 The language of the contract is German.

21.3 If the customer is a merchant, a legal entity under public law or a special fund under public law, Regensburg is the exclusive place of jurisdiction for all disputes arising from this contract. The same applies if the customer has no general place of jurisdiction in Germany or the EU or has no place of residence or habitual residence at the time of filing the lawsuit.