Ludwig Schneider
Pelagia Solutions (sole proprietorship, „Einzelunternehmen“ per German law)
Zittauer Straße 27, 99091 Erfurt

Hereinafter: Pelagia Solutions

 

1. General Provisions

1.1 These General Terms and Conditions (GTC) apply to all contracts concluded between Pelagia Solutions and the Customer.

1.2 Pelagia Solutions offers various agency services to the Customer. The specific scope of services is subject to individual agreements between Pelagia Solutions and the Customer.

1.3 Pelagia Solutions does not conclude contracts with consumers or private individuals.

1.4 Pelagia Solutions is entitled, in its own name and for its own account, to subcontract the necessary services to subcontractors, who may in turn engage further subcontractors. Pelagia Solutions remains the sole contractual partner of the Customer. Subcontractors will not be engaged if it is apparent to Pelagia Solutions that their involvement conflicts with the Customer’s legitimate interests.

1.5 The contracting parties each appoint a contact person who will oversee the respective assignment and is authorized to make legally binding declarations of intent.

1.6 Any general terms and conditions used by the Customer that deviate from these GTC shall not be recognized by Pelagia Solutions—unless expressly agreed otherwise.

 

2. Remuneration, Payment, Default, Dunning

2.1 The remuneration for Pelagia Solutions’ services is subject to an individual agreement between the parties and is generally based on Pelagia Solutions’ offer and/or order confirmation. Statutory provisions apply in all other respects.

2.2 Invoices are due for payment without deduction within 14 calendar days of receipt, unless otherwise stipulated in the offer/order confirmation.

2.3 Invoices are issued without VAT pursuant to Section 19 of the German Value Added Tax Act (UStG). For services to customers in other EU Member States, billing is carried out under the reverse-charge mechanism; the invoice will state the customer’s VAT ID (and—if available—Pelagia Solutions’ VAT ID) and include the note “Steuerschuldnerschaft des Leistungsempfängers / Reverse charge”. For services to customers domiciled outside the EU, the place of supply under Section 3a(2) UStG is the recipient’s country; the service is not taxable in Germany and will be invoiced without German VAT; the customer shall fulfill any tax obligations in the recipient country.

2.3 If the Customer is in default of payment, statutory default interest shall apply (Section 288(2) German Civil Code—BGB). Pelagia Solutions may charge a flat fee of EUR 5.00 per reminder; the right to assert higher, specifically proven damages remains unaffected.

2.4 If due payments remain outstanding despite a reminder, Pelagia Solutions is entitled to temporarily suspend services and access (e.g., SaaS accounts, hosting) until full settlement. Suspension does not affect the Customer’s payment obligation.

2.5 The Customer shall bear all necessary costs of appropriate legal enforcement arising from the default (in particular, collection and legal fees).

2.6 The Customer may only offset or assert rights of retention with undisputed or legally established counterclaims.

 

3. Changes in Scope (Change Requests)

3.1 Change requests by the Customer that are outside the agreed scope of services shall be deemed a change request. Pelagia Solutions will submit an offer reflecting the impact on timelines and remuneration.

3.2 Until acceptance of the offer, Pelagia Solutions will continue working based on the last approved scope.

3.3 Additional effort resulting from incomplete/late cooperation by the Customer (e.g., materials, approvals) shall be remunerated separately.

 

4. Data Protection; Processing on Behalf (DPA)

4.1 Where Pelagia Solutions processes personal data for the Customer (in particular in the context of hosting and SaaS), this is done as a processor on the basis of a data processing agreement (Art. 28 GDPR).

4.2 Processing location: By default within the EU/EEA. The use of sub-processors outside the EU/EEA occurs only where an adequacy decision or appropriate safeguards are in place (in particular EU Standard Contractual Clauses); the current list of sub-processors is provided.

4.3 Remote access: Employees of Pelagia Solutions may—exclusively for administration and support purposes—access systems via secure remote connections. Access uses multi‑factor authentication and encrypted connections and is limited by role‑based access controls.

4.4 Deletion/Exit: After termination of the contract, Pelagia Solutions deletes personal data processed on behalf within 60 days unless statutory retention duties apply. Upon request, Pelagia Solutions will provide the data beforehand in a common, machine‑readable format; a reasonable fee may be agreed. A deletion certificate will be provided on request.

4.5 Security incidents: Pelagia Solutions informs the Customer without undue delay, at the latest within 48 hours after becoming aware, of personal data breaches with the information required by Art. 33 GDPR.

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5. Customer Obligations to Cooperate

5.1 If the Customer provides Pelagia Solutions with texts, images, graphics, videos or other content, the Customer must ensure that such content does not infringe third‑party rights (e.g., copyrights, rights of publicity) or other legal provisions. Pelagia Solutions is not legally permitted to provide legal advice to the Customer and is not obliged or legally able to review the Customer’s business model and/or works created or acquired by the Customer (layouts, graphics, texts, photos, etc.) for compliance with applicable law. In particular, Pelagia Solutions will not conduct trademark searches or other IP‑collision checks regarding Customer‑provided works. By verbally or in writing commissioning the insertion of content on the Customer’s website, the Customer indemnifies Pelagia Solutions from any third‑party claims. Where the Customer issues specific instructions for the work to be produced, the Customer is solely liable for them.

5.2 The Customer must provide all information, texts, data and works required for performance (e.g., imprint/privacy policy texts, graphics, photos, illustrations) completely and correctly. The Customer must also ensure that its instructions comply with applicable law.

5.3 Unless agreed otherwise, the Customer is responsible for procuring the materials required to render the agency services (e.g., texts, graphics, photos, videos, etc.) and shall provide them to Pelagia Solutions in due time in an appropriate form (digital, machine‑readable). If the Customer does not provide such materials and gives no further specifications, Pelagia Solutions may, at its own discretion and in compliance with copyright attribution requirements, use images from common providers (e.g., stock photo services) or place placeholders on the relevant parts of the website.

5.6 Pelagia Solutions is not responsible in any way for delays in project implementation caused by delayed but necessary cooperation on the Customer’s part; the provisions under “Liability/Indemnification” remain unaffected.

5.7 If the Customer fails to comply with the obligations under this Section, Pelagia Solutions may charge the Customer for the additional effort (e.g., costs for stock photos and time spent researching them as well as drafted texts).

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6. Website and Online Shop Development (Agile)

6.1 Unless otherwise agreed, website and/or online shop development (hereinafter “Website Development”) is performed using agile methods. The remaining provisions of these GTC remain unaffected. Search engine optimization (SEO) is only owed if expressly agreed in writing.

6.2 The subject of website development contracts between Pelagia Solutions and the Customer is generally the development and maintenance of new websites. Website development contracts concluded between the parties are contracts for work and services within the meaning of Sections 631 et seq. of the German Civil Code (BGB).

6.3 Unless otherwise agreed, the developed websites are optimized for the then current versions of the Chrome browser. All websites are responsive, i.e., optimized for desktop and mobile devices.

6.4 The specific services are set out in the contract individually concluded between Pelagia Solutions and the Customer. The Customer will usually first submit a request to Pelagia Solutions briefly describing the desired services/communication goals. This request constitutes an invitation to Pelagia Solutions to submit an offer. Pelagia Solutions will review the Customer’s request to the best of its knowledge and belief for completeness, suitability (excluding legal suitability, in particular regarding third‑party rights), clarity, feasibility and consistency and will prepare an offer based on the Customer’s request. A contract between the parties is concluded only upon the Customer’s written acceptance of the offer and Pelagia Solutions’ written order confirmation.

6.5 The review or procurement of rights or the provision of development, application or other documentation is only owed by Pelagia Solutions if expressly agreed individually.

6.6 The Customer may, following consultation, access the development site and submit requests in writing to the extent these are covered by the originally agreed scope. Such adjustments become part of the original contract if both parties agree in text form (e.g., by email). Otherwise, Pelagia Solutions is obliged only to implement the functions listed in the contract or to render the agreed service. Additional services must be separately agreed in writing and remunerated.

6.7 Acceptance is governed by Section 15 of these GTC; project‑specific provisions take precedence.

6.8 The prerequisite for Pelagia Solutions’ activities is that the Customer provides all data required to implement the project (texts, templates, graphics, etc.) to Pelagia Solutions in full and in an appropriate form (digital, machine‑readable) before work begins. If the Customer fails to do so, Pelagia Solutions may charge the Customer for the time spent as a result.

6.9 There is generally no entitlement to delivery of software or its components, files of any kind, databases, backups, source code, development documentation and other additional documentation.

7. Maintenance and Support for Web Presences and Online Shops

7.1 After completion of the websites or parts thereof, Pelagia Solutions may offer the Customer maintenance and support services (“Maintenance Contracts”). However, Pelagia Solutions is not obliged to make such an offer, nor is the Customer obliged to accept such services. Such agreements are subject solely to individual arrangements.

7.2 The content of Maintenance Contracts is the elimination of functional faults and ad‑hoc updates of the websites. Further services, such as regular maintenance, may be agreed individually.

7.3 Pelagia Solutions is not liable for malfunctions outside its sphere of responsibility; the provisions under “Liability/Indemnification” remain unaffected.

7.4 Maintenance—unless otherwise agreed—covers only technical, not content updates. In particular, Pelagia Solutions does not owe updates to the imprint or privacy policy unless a separate contract has been concluded for this purpose.

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8. Domain Registration

8.1 Pelagia Solutions offers various domain registration services. The specific scope of services (domains, emails, certificates, etc.) is subject to individual agreements between the parties.

8.2 Unless otherwise agreed, the contractual relationship required for registering the respective domain is concluded between Pelagia Solutions or the Customer and the relevant registry (usually IONOS). At the Customer’s request, Pelagia Solutions may act as an intermediary without any influence on domain allocation.

8.3 The Customer bears full responsibility for ensuring that the desired domain does not infringe third‑party rights, regardless of whether the domain is registered by the Customer or by Pelagia Solutions. Pelagia Solutions is not obliged to review the legal admissibility of the domain.

8.4 The respective conditions of the individual registries apply additionally to domain registration. Pelagia Solutions will inform the Customer of any special conditions in the event of a planned registration.

9. Web Hosting

9.1 Pelagia Solutions offers all necessary hosting services for the web presence (website or online shop). The specific scope (domains, subdomains, emails, web space, traffic, certificates, etc.) is subject to individual agreements between the parties. Pelagia Solutions is entitled to utilize third‑party services in any form in connection with the provision of hosting services.

9.2 Unless otherwise agreed, if engaged as the host, Pelagia Solutions assumes exclusive administration and management of the data. The Customer generally does not receive access to the administration backend of the hosting system and the content management system.

9.3 Availability of the servers used by Pelagia Solutions for hosting is at least 99% on an annual average. Excluded are periods during which servers are unavailable due to events beyond the control of Pelagia Solutions (force majeure, actions of third parties, technical problems outside Pelagia Solutions’ control, etc.). Periods of a justified access suspension pursuant to Section 2.3 do not constitute unavailability.

9.4 Unless otherwise agreed, the Customer has no claim to assignment of a fixed IP address for its web presence. Technical or legal changes are possible at any time and reserved.

9.5 The Customer must keep passwords and other access data—if provided by Pelagia Solutions—confidential and must not disclose them to third parties. The Customer is responsible for any misuse by third parties unless caused by Pelagia Solutions.

10. Design of Print Products

10.1 The subject of print design contracts between Pelagia Solutions and the Customer is generally the development of print products according to the Customer’s content specifications (e.g., brochures, flyers, banners, posters, signage, vehicle graphics, logo, etc.). Contracts concluded between the parties are contracts for work and services within the meaning of Sections 631 et seq. BGB. A different scope of services may be agreed individually.

10.2 The specific services are set out in the contract individually concluded between Pelagia Solutions and the Customer. The Customer usually first submits a written request describing the desired service and communication objective. This request constitutes an invitation to Pelagia Solutions to submit an offer. Pelagia Solutions will review the Customer’s wishes to the best of its knowledge and belief for completeness, suitability (excluding legal suitability, in particular with respect to third‑party rights), clarity, feasibility and consistency and will prepare an offer based on the Customer’s request. A contract is concluded only upon the Customer’s written acceptance of the offer and Pelagia Solutions’ written order confirmation.

10.3 After conclusion of the contract, the Customer’s requirements will be discussed further if necessary and the specifications recorded in writing. At this point, Customer requests may be incorporated, provided they are covered by the originally agreed scope. Where required, a re‑brief may take place before production. Adjustments become part of the original contract if both parties agree in text form (e.g., by email). Otherwise, Pelagia Solutions is obliged only to produce the items listed in the contract. Additional services must be agreed and remunerated separately.

10.4 Acceptance is governed by Section 15 of these GTC; project‑specific provisions take precedence.

10.5 Unless otherwise agreed, the Customer is entitled to two rounds of corrections. Complaints regarding artistic design are generally excluded after the agreed correction rounds have been completed. If the Customer wishes further changes, the additional costs shall be borne by the Customer.

10.6 The prerequisite for Pelagia Solutions’ activities is that the Customer provides all data required for project implementation (texts, templates, photos, graphics, etc.) to Pelagia Solutions in full and in an appropriate form (digital, machine‑readable) before work begins. Pelagia Solutions is not responsible in any way for delays caused by delayed but necessary cooperation by the Customer. If the Customer fails to comply, Pelagia Solutions may charge the Customer for the time spent as a result.

10.8 Unless otherwise agreed by contract and unless otherwise to be expected from the contractual purpose, Pelagia Solutions only owes—besides the agreed design services—the delivery of the ordered print run. The Customer has no claim to delivery of editable files (InDesign, Photoshop, etc.) or print files (usually offset PDF). For coordination and documentation, the Customer will receive updated PDFs in sRGB format.

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11. Video and Photography

11.1 Pelagia Solutions produces professional videos and photographs for its customers. The specific services are set out in the contract individually concluded between Pelagia Solutions and the Customer.

11.2 The Customer first submits a request to Pelagia Solutions describing the desired services. This request constitutes an invitation to Pelagia Solutions to submit an offer. Pelagia Solutions will review the Customer’s ideas to the best of its knowledge and belief for completeness, suitability (excluding legal suitability, in particular with respect to third‑party rights), clarity, feasibility and consistency and will prepare an offer based on the Customer’s request. A contract is concluded only upon the Customer’s written acceptance of the offer and Pelagia Solutions’ written order confirmation.

11.3 The Customer’s specifications will be implemented to the best of Pelagia Solutions’ knowledge and belief. The parties acknowledge that video and photography are creative services requiring a high degree of artistic freedom. Pelagia Solutions therefore only owes the creation of a work which, based on its experience and judgment, corresponds to the Customer’s wishes. Complaints regarding artistic design are generally excluded.

11.4 Unless otherwise agreed, the Customer is entitled to two rounds of corrections regarding image editing (e.g., image optimization) of the photographs produced; re‑shoots are excluded. Complaints regarding artistic design are generally excluded. If the Customer wishes further changes, the additional costs shall be borne by the Customer.

11.5 If the Customer provides persons for the production of videos or photographs (e.g., employees or professional models), the Customer alone is responsible for ensuring that the relevant persons have consented to the use of the recordings. In particular, the Customer is responsible for concluding suitable model‑release agreements and obtaining data‑protection‑compliant employee consents.

11.6 Acceptance is governed by Section 15 of these GTC; project‑specific provisions take precedence.

11.7 Unless otherwise agreed individually, Pelagia Solutions may require that an appropriate copyright notice be placed on the works produced at a suitable location.

11.8 Unless otherwise agreed by contract and unless otherwise to be expected from the contractual purpose, the Customer will generally receive only processed images for the respective purpose (usually JPEG). The Customer has no claim to delivery of raw data or editable files (Photoshop files, RAW files or similar) or intermediate editing stages.

11.9 If Pelagia Solutions cannot or does not wish to perform the services listed here itself, Pelagia Solutions may refer the Customer to suitable service providers (brokerage). If the parties agree on brokerage, Pelagia Solutions mediates only such a contract. Pelagia Solutions acts solely as an intermediary between the Customer and the third‑party service provider. The contractual relationship is formed exclusively between the Customer and the third‑party service provider. Pelagia Solutions is not a party to that contract.

The respective prices and/or terms and conditions of the third‑party service provider apply. The Customer pays the services directly to the third‑party service provider. Acceptance of the services takes place vis‑à‑vis the third‑party service provider. It is the Customer’s responsibility to check the completed videos/photographs for defects. Pelagia Solutions is not liable for proper performance by the third‑party service provider.

Pelagia Solutions is not obliged to support the assertion of warranty or other claims; the provisions under “Liability/Indemnification” remain unaffected.

12. Content Marketing and Search Engine Optimization (SEO)

Pelagia Solutions offers additional services in the area of content marketing and search engine optimization (SEO) upon request. In providing these services, Pelagia Solutions only owes measures that, in Pelagia Solutions’ experience, can positively influence search‑engine rankings or are expressly instructed by the Customer. These are services within the meaning of Sections 611 et seq. BGB. A specific result (e.g., a specific ranking in search results) is not owed.

 

13. Web‑based Document Service (SaaS)

13.1 Pelagia Solutions provides the Customer with a web‑based service for capturing, processing and optionally managing information and forms provided by the Customer. The exact functionality is based on the then current state of the software and/or the individual agreement. The service is available exclusively to business customers. Additionally, the general provisions of these GTC regarding prices and payment apply.

13.2 With respect to term, renewal, notice periods and price adjustments, Section 17 applies. Fees and billing modalities are set out in the offer/order document.

13.3 The service enables electronic completion/signing of documents. A qualified electronic signature (QES) within the meaning of the eIDAS Regulation is not owed unless expressly agreed in writing.

13.4 To evidence the submission of electronic declarations, Pelagia Solutions stores an audit trail (timestamps, technical metadata such as IP address/user agent, checksums/hash values and version histories). The Customer is responsible for ensuring that the legal requirements at the place of use are met and that consents/liability waivers are legally effective.

13.5 For the term of the contract, the Customer receives a simple, non‑transferable right to use the web service provided. Access data must be kept confidential and may not be shared with third parties. Multiple use beyond the agreed scope requires Pelagia Solutions’ prior written consent.

13.6 Pelagia Solutions does not review or warrant the legal correctness, completeness or enforceability of content captured or generated through the service, in particular liability waivers, medical questionnaires or consents. The Customer alone is responsible for the lawful design and use of such documents. Pelagia Solutions does not provide legal advice.

13.7 Pelagia Solutions expressly points out that use of the web‑based service by customers domiciled outside the European Union is subject to the respective local data‑protection laws. The Customer alone is responsible for compliance with the laws applicable at its place of business. Pelagia Solutions assumes no liability for any unlawful use of the service by the Customer. The Customer indemnifies Pelagia Solutions against all third‑party claims in this respect.

13.8 Where the Customer processes special categories of personal data within the meaning of Art. 9 GDPR (e.g., health data or information on emergency contacts) via the web service, the Customer shall ensure a valid legal basis for doing so—particularly an explicit consent pursuant to Art. 9(2)(a) GDPR. Pelagia Solutions processes such data exclusively on behalf of and in accordance with the Customer’s instructions and undertakes to implement appropriate technical and organizational measures pursuant to Art. 32 GDPR. Responsibility for the lawfulness of the processing lies with the Customer.

13.9 Unless otherwise agreed, permanent storage of data processed in the SaaS takes place in the environment provided by the Customer. Where the Customer uses the SaaS/hosting environment operated by Pelagia Solutions, storage takes place in EU data centers in accordance with Section 4.

13.10 Pelagia Solutions ensures average service availability of 99% per year, excluding maintenance windows and events of force majeure or technical disruptions beyond its control. Maintenance work will be announced in good time where possible. Periods of a justified access suspension under Section 2.3 do not constitute unavailability.

14. Engagement as an External Service Provider

14.1 A contract between Pelagia Solutions and the Customer is concluded once the Customer accepts an offer from Pelagia Solutions in writing or in text form (e.g., by email). Written confirmation by Pelagia Solutions of a Customer briefing, project plan or cost estimate also constitutes conclusion of a contract.

14.2 Pelagia Solutions provides technical services within the scope of project‑based agreements. The scope of services results from the respective offer, contract or project plan. Changes or extensions require the written consent of both parties.

14.3 The Customer shall provide all information, content, accesses and decisions required for service delivery in due time. Delays due to omitted cooperation are outside Pelagia Solutions’ responsibility.

14.4 Pelagia Solutions acts independently, autonomously and without fixed working hours or geographical constraints. The Customer is not entitled to issue instructions akin to an employment relationship.

14.5 Contractual communication, approvals and change agreements may be validly made by email unless a qualified form has been expressly agreed.

14.6 The Customer may grant Pelagia Solutions access to internal services or accounts for service delivery. Pelagia Solutions undertakes to handle such accesses confidentially and for the intended purpose only.

14.7 Both parties undertake to keep confidential all information obtained in the course of the collaboration, including beyond the end of the contract.

14.8 Partial services and project results are deemed delivered as soon as Pelagia Solutions provides access or the ability to execute (e.g., by email, Git repository, link or platform access); acceptance is governed by Section 15.

14.10 Use of the services by customers outside the EU is at the Customer’s own risk. The Customer is responsible for compliance with local laws and indemnifies Pelagia Solutions against third‑party claims.

In all other respects, Section 20 (Liability/Indemnification) applies.

15. Acceptance

Where a work performance has been agreed, Pelagia Solutions may require acceptance in written form; written acceptance is only owed if Pelagia Solutions requests it. The statutory provisions of the German Civil Code regarding acceptance remain otherwise unaffected. The acceptance period within the meaning of Section 640(2) sentence 1 BGB is set at two weeks from notification of completion of the work, unless, in the individual case due to special circumstances, a longer acceptance period is required, which Pelagia Solutions will inform the Customer of in such case. If the Customer does not respond within this period or does not refuse acceptance due to a defect, the work shall be deemed accepted.

 

16. Warranty for Defects

An insignificant defect does not give rise to warranty claims. Pelagia Solutions may choose the type of subsequent performance. The limitation period for defects and other claims is one (1) year; this reduction does not apply to claims arising from intent, gross negligence or injury to life, body or health by Pelagia Solutions. The limitation period does not restart where remedial performance is provided under warranty. Statutory warranty remains otherwise unaffected.

17. Term, Termination and Price Adjustments for Continuing Obligations

17.1 Unless otherwise stipulated in or outside these GTC, continuing obligations have a minimum term of 12 months. The notice period is three months. If the contract is not terminated in due time in writing at the end of the term, it is automatically extended by a further 12 months. The right to extraordinary termination for cause remains unaffected.

17.2 Pelagia Solutions may adjust fees with effect for the next renewal; notification at least eight weeks before taking effect. The Customer may terminate the contract as of the adjustment date.

18. Grant of Rights, Self‑Promotion and Right of Reference

18.1 After the Customer has paid for the order in full, Pelagia Solutions generally grants the Customer a simple (non‑exclusive) right of use to the respective work results. Further rights may be agreed individually.

18.2 Unless otherwise agreed, the Customer expressly permits Pelagia Solutions to publicly present the project for self‑promotion purposes (references/portfolio) in an appropriate manner. In particular, Pelagia Solutions is entitled to refer to the business relationship with the Customer and to indicate itself as the author on all advertising media produced for the Customer and in all advertising activities, without the Customer being entitled to remuneration.

18.3 Furthermore, Pelagia Solutions is entitled to place its own name with a link in an appropriate manner in the footer and on the websites created and/or maintained by Pelagia Solutions, without the Customer being entitled to remuneration for this.

18.4 The Customer may object to Section 18.2 and Section 18.3 at any time with effect for the future in text form; in such case, Pelagia Solutions will remove the respective reference within a reasonable period.

19. Confidentiality

Pelagia Solutions will treat as strictly confidential all business matters that come to its knowledge, in particular but not limited to print materials, layouts, storyboards, numerical data, drawings, audio tapes, images, videos, DVDs, CD‑ROMs, memory cards, passwords, interactive products and other documents that contain films and/or audio plays and/or other copyrighted materials of the Customer or affiliated companies. Pelagia Solutions undertakes to impose the duty of confidentiality on all employees and/or third parties (e.g., suppliers, graphic designers, programmers, film producers, recording studios, etc.) who have access to the aforementioned business matters. The duty of confidentiality applies for an unlimited period beyond the duration of this contract.

20. Liability / Indemnification

20.1 Pelagia Solutions is liable on any legal basis without limitation in cases of intent or gross negligence, in cases of intentional or negligent injury to life, body or health, on the basis of a guarantee (where not otherwise regulated) or on the basis of mandatory liability, such as under the Product Liability Act. If Pelagia Solutions negligently breaches a material contractual obligation, liability is limited to the typical, foreseeable damage, unless liability is unlimited pursuant to the preceding sentence. Material contractual obligations are obligations that the contract imposes on Pelagia Solutions according to its content to achieve the purpose of the contract, the fulfillment of which enables proper performance of the contract in the first place and on the observance of which the Customer regularly relies. Otherwise, liability of Pelagia Solutions is excluded. The foregoing liability provisions also apply with regard to liability of Pelagia Solutions for its vicarious agents and legal representatives.

20.2 The Customer indemnifies Pelagia Solutions against any third‑party claims asserted against Pelagia Solutions due to the Customer’s violations of these GTC or applicable law.

21. Amendments to these GTC

21.1 Pelagia Solutions may amend these GTC for ongoing continuing obligations to the extent the changes are reasonable for the Customer (e.g., to reflect changes in legislation/jurisprudence, extend functionality, close regulatory gaps) and do not adversely change essential performance obligations/prices for the Customer without compensation.

21.2 Amendments will be communicated in text form at least four weeks before their intended effective date. If the Customer does not object by the stated date, the amendments shall be deemed agreed as of that date. The notice will specifically point out the right to object and the deadline. In the event of a timely objection, the Customer has a special right of termination as of the change date.

22. Final Provisions

22.1 Contracts concluded between Pelagia Solutions and the Customer are subject to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

22.2 If the Customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the courts at the seat of Pelagia Solutions shall have jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

22.3 It is noted that when commissioning (web) designers, a levy to the German Artists’ Social Fund (Künstlersozialkasse) is generally payable. This is a statutory levy set out in the Artists’ Social Insurance Act (KSVG). The Customer must report this to the Artists’ Social Fund independently. Pelagia Solutions has no influence on the amount and scope of this levy. The Customer alone is responsible for notification and payment of the levy.

22.6 Should individual provisions of this contract be ineffective or unenforceable, the validity of the remaining provisions shall not be affected. In place of the ineffective or unenforceable provision, a valid provision shall apply which comes closest to the economic purpose of the original provision.

Version: September 2025