Project Conditions and Contractual Framework
The following General Terms and Conditions govern project-based collaboration between VELUNO LLC and its clients in the areas of web design, digital systems, ongoing support, hosting, SEO, maintenance, and related services.
Applicability
For project-based services and ongoing support in a B2B context.
Structure
Clearly organized by contract formation, compensation, liability, support, and final provisions.
Legal Framework
International corporate structure with an additional German connection for EU clients.
Summary
Project-Based
Provided Digitally
Clarity in Writing
Note
This page presents the project conditions you specified in an organized form. Individual proposals and separate agreements may apply in addition or take precedence.
1. Scope
Application of These Terms
These project conditions apply to all contracts between VELUNO LLC, Sheridan, Wyoming, USA, and its clients for web design, ongoing digital support, and related services.
They also apply to future business relationships without requiring a new express agreement. VELUNO recognizes differing terms of the client only if they have been expressly confirmed in writing.
2. Contract Formation
Formation of the Contract
Proposals from VELUNO are non-binding and subject to change. A contract is formed through written order confirmation by email or through conclusive conduct when the client uses the service.
Oral agreements are valid only after written confirmation.
B2B clients have no right to withdraw after placing an order. Cancellation is possible only if VELUNO expressly agrees. Services already provided will be invoiced in that case.
3. Acceptance of Orders and Scheduling
Deadlines and Scheduling Logic
Agreed deadlines are binding only if they have been confirmed in writing.
Delays caused by force majeure or other unforeseeable circumstances extend the applicable deadline by a reasonable period.
4. Client Responsibility for Content & GDPR
Responsibility for Content, Rights, and Legal Review
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VELUNO provides basic templates for the legal notice and privacy policy solely as technical assistance, without any claim of legal completeness.
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The client is required to have this content independently reviewed for legal compliance.
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The client ensures that all content supplied by the client is free of third-party rights.
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The client is solely responsible for the data-protection aspects of its website.
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VELUNO assumes no liability for missing privacy policies or violations of data-protection requirements.
As specified by you, these Terms also state that VELUNO does not process personal data on behalf of clients as a processor within the meaning of Article 28 GDPR and that the client remains the sole controller.
5. Artistic and Creative Freedom
Creative Discretion and Change Requests
Unless the client provides specific design requirements, the creative execution is at VELUNO's discretion.
Subsequent changes based on matters of taste are possible only within the originally agreed concept. Fundamental changes after completion are considered a new engagement and are billed separately.
Once acceptance has occurred, the services provided are deemed to have been performed in accordance with the contract. Subsequent changes or adjustments are possible only for separate compensation.
6. Compensation & Payment Terms
Prices, Installments, and Payment Period
Basis of Compensation
Standard Hourly Rate
€75.00; project-specific adjustments based on scope, complexity, or urgency remain reserved.
According to the applicable price list or an individually agreed fixed-price arrangement.
Down Payment
50% of the total amount upon placement of the order, unless otherwise agreed in writing.
Payment Period
14 calendar days after receipt of the invoice.
Default
Default interest at eight percentage points above the base interest rate, plus reasonable reminder fees.
7. Delays Caused by Missing Client Cooperation
Cooperation Obligations and Consequences of Inactivity
If required cooperation is not provided within 30 days, VELUNO may issue a partial invoice for services already performed.
If the required cooperation is still not provided after 60 days, VELUNO is entitled to invoice the full order amount regardless of whether the service has been completed.
Subsequent changes or extensions outside the originally agreed scope of services may result in a new deadline or a separate new engagement.
8. Deactivation Due to Payment Default
Response to Outstanding Invoices in a Hosting Context
If an invoice for a website hosted by VELUNO is not paid within 14 days, the client will receive a payment reminder.
If payment is not made within seven days after the reminder, the website may be deactivated. VELUNO is not liable for damages, lost revenue, or data loss resulting from a justified deactivation.
Reactivation will occur only after full payment has been received and a reactivation fee of €75.00 plus VAT has been paid.
9. Website Handover and Hosting Migration
Handover, Migration, and Restoration
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At the client's request, the website will be provided as a complete folder containing the required files or, for CMS systems, as a backup file.
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Hosting migration by VELUNO: €250.00 plus VAT for code-based websites and €350.00 plus VAT for CMS systems.
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Restoration by VELUNO where a backup is available: €200.00 plus VAT.
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The client generally remains responsible for regular backups.
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Warranty claims cease once the client or third parties make unauthorized changes to the website created by VELUNO.
10. Support and Maintenance
Support, Response Times, and Limitations
Support requests are processed during business hours, Monday through Friday from 9:00 a.m. to 4:00 p.m. The average response time is up to 48 hours within these business hours.
Emergency support outside business hours is available only to clients with a separate maintenance agreement that includes priority support and is billed at 200% of the standard hourly rate.
Automatic updates or maintenance are performed only if expressly agreed by contract.
VELUNO is not liable for errors, security vulnerabilities, or incompatibilities in third-party software, nor for damage caused by malware, hacking attacks, or comparable external influences, unless an expressly differing agreement has been made.
11. SEO & Performance Optimization
No Guarantees of Results
VELUNO does not guarantee specific ranking positions in search engines or specific PageSpeed scores.
Ranking positions and technical performance results depend on numerous factors over which VELUNO does not have complete control, including algorithm changes, competing websites, server quality, and third-party environments.
12. Limitation of Liability
Limits of Liability
VELUNO has unlimited liability only in cases of intent or gross negligence.
In cases of ordinary negligence, liability is limited to damages resulting from the breach of material contractual obligations. In such cases, liability is limited to the damage typically foreseeable.
Liability for indirect damages, consequential damages, lost profits, or other economic disadvantages is excluded to the extent permitted by law.
The limitations of liability do not apply where liability is mandatory by law or in cases of injury to life, limb, or health.
13. Withdrawal and B2B Exclusion
Services Exclusively for Business Clients
VELUNO's services are offered exclusively to business clients. Therefore, no statutory right of withdrawal for consumers applies.
By placing an order, the client confirms that the services are being used within the scope of the client's commercial or professional activity and that the client is not acting as a consumer.
If, contrary to this statement, a client acts as a consumer without disclosing this fact, any right of withdrawal is intended to expire upon commencement of performance, provided that performance began with the client's express consent.
14. Indemnification
Indemnification for Unlawful Client Content
The client agrees to indemnify VELUNO against justified third-party claims attributable to the unlawful use, publication, or distribution of content provided by the client.
This includes, in particular, claims arising from the infringement of copyrights, trademark rights, personal rights, or other protected rights, as well as reasonable legal defense costs, provided the claims are not clearly unfounded.
15. Termination and End of Contract
Termination for Cause, Inactivity, and Deemed Acceptance
Either party may terminate the contract with immediate effect for good cause. Good cause exists in particular where a party repeatedly or materially breaches essential contractual obligations despite a written warning.
In the event of termination, VELUNO retains the right to compensation for services performed up to that point. Payments already made are generally nonrefundable unless expressly agreed otherwise in writing.
If VELUNO notifies the client that a project is complete and no substantive response or objection is received within 14 calendar days, the project is deemed accepted and completed.
Subsequent change requests or additions are then considered new engagements and are compensated separately.
16. Method of Service Delivery and On-Site Appointments
Digital Service Delivery
VELUNO provides all services remotely and digitally. Communication, coordination, and project execution take place by email, telephone, or video conference.
On-site appointments may be agreed on a project-specific basis through individual arrangement, but do not establish a general entitlement. Travel or additional expenses may be calculated separately.
17. Confidentiality
Handling of Confidential Information
Both parties agree to treat all information, data, and documents received in connection with the collaboration as confidential.
This applies in particular to technical concepts, source code, business data, strategies, and client-related content. The duty of confidentiality continues beyond the end of the collaboration.
18. Use as a Reference
Public Use of Project References
VELUNO is entitled to use completed projects publicly as references, including by naming the project and company and by using screenshots, logos, or brand names.
The client may object to such use as a reference at any time with effect for the future. In that case, VELUNO agrees to remove the relevant reference promptly and not to use it going forward.
19. Technical Compatibility
Browser and Device Support
Web projects are optimized for the current versions of commonly used browsers and for modern mobile devices.
Compatibility with outdated or nonstandard hardware, operating systems, or browsers is not included in the scope of services unless expressly agreed otherwise.
20. Place of Performance
Location of Service Performance
The place of performance for all services is Sheridan. All services are generally provided digitally; there is no physical place of performance.
21. Termination of Ongoing Support
Ordinary Termination of Ongoing Support Services
If ongoing support or a subscription service has been agreed, the ordinary notice period is 30 days to the end of a calendar month.
The date on which the written termination notice is received is controlling. A tacit suspension of use or payment does not constitute termination.
22. Final Provisions and Jurisdiction
Usage Rights, Governing Law, and Jurisdiction
When a website is purchased, the usage rights transfer to the client after full payment. For a rented website or subscription model, ownership rights remain with VELUNO; the client receives a simple, nontransferable right of use for the duration of the contract term.
According to the version you provided, the following applies to disputes:
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German law applies to clients based in Germany; the exclusive place of jurisdiction is Berlin.
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For clients based outside Germany, either German law or the law of the U.S. state of Wyoming applies; the place of jurisdiction is, at VELUNO's option, Berlin or Sheridan.
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Individual proposals, project agreements, or special arrangements take precedence over these Terms in the event of a conflict.
Under the wording you provided, the Contact Location in Berlin serves as an operational location for communication, customer service, and in-person availability.
Validity of This Agreement
Ongoing Contractual Framework
By signing, the client accepts these project conditions and VELUNO's contractual framework as binding. They apply to current and future services, proposals, and projects unless a differing individual agreement has been expressly made in writing.
VELUNO will actively provide notice of substantive changes. Renewed consent is required in that case.
Privacy Policy
How Personal Data Is Processed
Information on data processing, legal bases, data-subject rights, and services used.
Legal Notice
Information on the Processing of Personal Data
Legal bases, recipients, retention periods, Cloudflare, hosting, and data-subject rights.
Contact
For a Specific Matter
For general inquiries, partnerships, or other direct contact without unnecessary detours.
If there are questions about individual clauses, project conditions, or individual agreements, clear clarification is better than confusion later.
For project-related questions or to coordinate individual arrangements, you can contact us directly.