Terms & Conditions

(1) These Terms apply to all contracts, offers and services between Flaaq Holding GmbH (hereinafter “Provider”) and its clients (hereinafter “Client”) in the area of software development, MVP/SaaS/web app projects, consulting, concept/design, UI/UX, implementation, API development, maintenance and AI integrations.

(2) These Terms primarily target entrepreneurs within the meaning of § 14 BGB. If, exceptionally, consumers within the meaning of § 13 BGB commission services, mandatory consumer protection rules apply additionally; deviating rules will then be agreed individually.

(3) Deviating terms of the Client apply only if the Provider has expressly agreed to them in writing.

(1) Depending on the project, the subject matter includes concept, design, development, implementation, testing, deployment, documentation and optionally maintenance/further development.

(2) Unless explicitly agreed in writing as “guaranteed”, the Provider does not owe specific economic results (e.g., revenue, conversion, funding, user numbers, SEO rankings). Owed is a professional service according to the state of the art within the agreed scope.

(3) Legal/tax advice, data protection consulting and industry-specific compliance (e.g., GoBD/e-invoicing/IDD) are not included unless explicitly commissioned.

(1) Offers are non-binding unless marked otherwise. A contract is concluded by (a) written acceptance of the offer, (b) counter-signature, (c) start approval by email, or (d) commencement of service delivery.

(2) Project start takes place after clarifying prerequisites (especially access data, content, contacts, scope) and — if agreed — after receipt of an advance payment.

(1) The Client provides all information, content, decisions, access and approvals required for implementation in due time (e.g., domain/DNS, hosting, Git repo, accounts, branding assets, texts).

(2) If the project is delayed due to missing cooperation, deadlines shift appropriately; the Provider may charge additional effort by time spent.

(3) The Client warrants that provided content is free of third-party rights or that the Client holds the necessary usage rights.

(1) The agreed scope results from the offer/statement of work. Additional requirements (change requests) are treated as additional services.

(2) The Provider evaluates change requests regarding effort, cost, risks and timeline. Changes are only implemented after written approval by the Client.

(3) “Quick tweaks” without approval are performed only if the Provider explicitly agrees; they may affect timelines.

(1) Deadlines are binding only if explicitly confirmed as binding. Otherwise they are planning dates.

(2) In case of force majeure or circumstances not attributable to the Provider (e.g., third-party/cloud outages, strikes, official measures, major internet disruptions), deadlines extend appropriately.

(3) If the Client is in acceptance/cooperation delay, the Provider may claim reasonable standstill costs and additional efforts.

(1) For work-like deliverables, acceptance takes place (e.g., release, milestone, MVP go-live) after provision and a test phase.

(2) The Client reviews within 10 business days and declares acceptance or reports material defects. If there is no feedback or the deliverable is used productively, it is deemed accepted insofar as no material defects exist.

(3) Acceptance starts the warranty period. Non-material defects do not entitle the Client to refuse acceptance.

(1) Fees are according to the offer: fixed price, package, retainer or time & material. Travel/incidental costs only by agreement.

(2) Invoices are due within 7 calendar days without deduction unless agreed otherwise. In case of payment delay, the Provider may pause services until payment.

(3) For fixed price projects, milestone-based installments may be agreed.

(1) After full payment, the Client receives the contractually agreed usage rights to custom work results (especially source code, UI, configuration).

(2) Before full payment, all rights remain with the Provider; productive use during this period is only permitted with consent.

(3) Pre-existing components, libraries, frameworks, templates and tooling of the Provider remain its property; the Client receives a usage right as required to use the project.

(1) Projects often use third parties (e.g., hosting/deployment, database, auth, email, payments, analytics). Availability and terms of these services are generally the responsibility of the respective provider.

(2) Open-source software is used under the respective license terms. The Provider will point out relevant license obligations insofar as they are identifiable within the project.

(3) AI integrations: If agreed, the Provider may integrate AI functions (e.g., chat, assistants, classification, automations). The Client remains responsible for content/prompts, validation of outputs and lawful use (especially when personal data is involved). No warranty is given for the purely factual accuracy of AI outputs.

(1) Both parties treat trade secrets and confidential information strictly confidential and use them only for contract performance.

(2) The Provider may name the Client as a reference (name/logo/short project description) unless the Client objects in text form. Confidential details will not be published.

(1) The Provider warrants the contractually agreed functionality at the time of acceptance. Warranty covers, at the Provider’s choice, repair or replacement.

(2) No warranty for defects caused by changes by the Client/third parties, improper use, third-party changes or missing updates.

(3) For time & material projects (pure services/consulting), warranty rights apply only to the extent mandatory by law.

(1) The Provider is liable without limitation in case of intent and gross negligence as well as for damages resulting from injury to life, body or health.

(2) In case of slight negligence, the Provider is liable only for breach of essential contractual duties (cardinal duties) and limited to the typically foreseeable damage; otherwise liability is excluded insofar as legally permissible.

(3) Liability cap: Where permissible, total liability is limited to the net fee of the affected project section, up to a maximum of the net total fee of the contract.

(4) For data loss, the Provider is liable only insofar as the Client has taken appropriate data backup measures; liability is limited to the restoration effort with proper backups.

(5) No liability for indirect damages, lost profit, missed savings, pure consequential financial losses or third-party claims unless mandatory law provides otherwise.

(6) The Provider is not liable for disruptions/damages that arise exclusively within the responsibility of third-party providers (cloud/hosting/payments/AI providers).

The Client indemnifies the Provider from third-party claims resulting from (a) content provided by the Client, (b) unlawful use of the software, (c) missing rights/licenses, or (d) violations of data protection/unfair competition/copyright law by the Client.

(1) Contracts end upon delivery of services unless maintenance/retainer is agreed.

(2) In case of termination/cancellation by the Client, services rendered up to that point must be paid; in addition, reserved capacities/milestones may be billed according to the agreement.

(3) The Provider may terminate for good cause (e.g., repeated payment default, serious breach of cooperation duties).

(1) German law applies excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Place of jurisdiction for merchants is — where permissible — the Provider’s registered office.

(2) Amendments/supplements require text form (e.g., email) unless stricter form is required.

(3) If any provision is invalid, the remainder of the contract remains effective; the statutory provision applies in place of the invalid one.