Terms of business

1. Scope

(1) These terms of business (“Terms”) apply to all contracts between Sebastian Blens, trading as Blens Business Solutions, c/o Praxis Dr. Torsten Blens, Blumachergasse 5d, 50259 Pulheim, Germany (“BBS”) and its clients for the development of websites, booking and management software and apps, and for website administration.

(2) BBS provides its services exclusively to businesses within the meaning of § 14 of the German Civil Code (BGB) and to public bodies. BBS does not enter into contracts with consumers.

(3) The client’s own terms and conditions do not apply, even if BBS does not expressly reject them. Anything individually agreed in the quotation or contract takes precedence over these Terms.

2. Formation of contract

(1) Information on the website, such as packages and starting prices, is not a binding offer. The initial consultation is free of charge and without obligation.

(2) Once the requirements have been clarified, BBS prepares a written quotation with a description of the services and a fixed price. The contract is formed when the client accepts this quotation in text form, for example by email. BBS is bound by its quotation for 30 days unless it states otherwise.

3. Services

(1) The scope of services is set out in the quotation. Developing a website, software or app is a contract for work (Werkvertrag); website administration (section 9) is a contract for services (Dienstvertrag).

(2) Unless expressly agreed, BBS does not provide: text, images, logos or other content; legal texts or legal review of content and processes; hosting, domain, payment processing or app store accounts; or the approval of an app by Apple or Google. The client books these services in its own name and at its own cost with the respective providers.

(3) BBS implements interfaces to third-party systems only to the extent that they are technically and legally available. BBS is not responsible for changes, outages or prices of such services.

(4) BBS may use suitable subcontractors and remains responsible for their work.

4. Client cooperation

(1) The client provides the content, information and access required for the project in good time and in full, names a contact person and reviews interim versions within a reasonable period.

(2) The client ensures that it holds the rights to all content it provides to BBS and that such content does not infringe applicable law. If content provided by the client infringes third-party rights and the client is responsible for this, the client indemnifies BBS against the resulting third-party claims, including reasonable costs of legal defence. BBS informs the client of such claims without delay and coordinates the defence with the client. This does not apply to the extent that BBS used the content contrary to the client’s instructions.

(3) If the client does not meet its obligations to cooperate, deadlines are postponed accordingly. BBS may charge separately for any additional work this causes, after giving prior notice.

5. Timing and changes

(1) Project durations are planning estimates and are binding only if expressly agreed as binding.

(2) BBS implements changes and additional functions not described in the quotation only after both parties have agreed the scope and price in text form.

6. Acceptance

(1) On completion, BBS requests acceptance in text form and sets a reasonable period for it, normally 14 days. The client reviews the work within this period and either declares acceptance or names the defects that prevent it.

(2) The work is deemed accepted if the client does not refuse acceptance within the period set by naming at least one defect (§ 640(2) BGB). The request for acceptance points out this consequence.

(3) If the client puts the work into operation with bookings or sales to real customers without first reporting defects, this is deemed acceptance unless the client has expressly reserved acceptance.

(4) Acceptance may not be refused because of insignificant defects.

7. Prices and payment

(1) The fixed price stated in the quotation applies. Prices for clients in the United Kingdom are offered in pounds sterling. As a small business under § 19 of the German VAT Act (UStG), BBS does not charge German VAT. Whether and how the client owes VAT on the services abroad, for example under the reverse charge in the United Kingdom, is governed by the tax law applicable there; BBS points this out in the quotation.

(2) 50% of the fixed price is due when the contract is formed and 50% after acceptance. Invoices are payable without deduction within 14 days of the invoice date. This also applies to agreed additional services.

(3) The client pays the costs of hosting, domain, payment providers, app store accounts and other third-party services directly.

(4) In the event of late payment, the statutory rules apply. BBS may suspend further work until invoices that are due have been paid.

(5) If the client terminates a project before acceptance (§ 648 BGB), BBS is entitled to the fee for the services performed up to that point in proportion to their share of the agreed total scope, and for the part not yet performed to the agreed fee less what BBS saves in expenses as a result of the termination or earns through other use of its working capacity; the advance payment is credited. BBS hands over the work results created up to that point in their existing state; section 8 applies accordingly.

8. Rights of use

(1) Upon full payment, the client receives a non-exclusive, transferable right, unlimited in time and territory, to use, reproduce and modify the work created for it, including the source code, for its own business purposes, and to have it modified and developed further by third parties. This does not include distributing the software to third parties as a product of its own.

(2) Until full payment, the client may use the work only for review and testing.

(3) After full payment, BBS hands over the source code of the project, meaning everything needed to build, operate and modify the work: the client-specific code, the standard components used in the project in the form in which they are integrated into it, configuration files, database structure and build instructions, as an archive or as access to the code repository. BBS does not owe its internal development tools, templates, generators, test data or infrastructure that are not part of the project, nor credentials for third-party services that the client manages itself. The handover is confirmed in text form; the quotation may describe the scope in more detail.

(4) The work consists of three parts: (a) BBS standard components, meaning modules, tools and know-how not developed specifically for the client; (b) client-specific parts, meaning design, content and functions developed specifically for the client; (c) third-party components, including open-source software. BBS retains all rights to (a) and may continue to use them in other projects; the client receives the rights under paragraph 1 to them to the extent needed to use, modify and develop its work further, but not the right to pass them on separately. The client receives the rights under paragraph 1 to (b) in full; BBS does not use the client’s content or confidential information in other projects. (c) is subject to the respective licence terms, which take precedence over paragraph 1. The quotation names the standard components.

9. Website administration

(1) Optional website administration is a separate contract for services and covers, for the software supplied by BBS: installing security updates for the components used, technical support by email, and publishing content that the client supplies ready for use. For all of these services together, BBS owes up to one working hour per calendar month; unused time does not carry over. BBS charges additional work, after prior agreement, at the hourly rate stated in the quotation.

(2) This is distinct from the warranty under section 10, which covers defects in the original work within the limitation period independently of administration and without counting towards the hour, and from further development, meaning new functions, restructuring and major technical changes, which is carried out only on separate commission. Also not included are the creation of content and faults caused by hosting, payment or other third-party providers. Specific response times or availability apply only if the quotation expressly states them.

(3) The client is responsible for backing up data and databases held with its hosting provider; on request, BBS sets up the backup offered by the hosting provider and explains it at handover.

(4) The fee is set out in the quotation and is invoiced quarterly in advance.

(5) The contract runs for an indefinite period. Either party may terminate it in text form with two weeks’ notice to the end of a calendar quarter. The right to terminate for good cause remains unaffected. If the contract ends before the end of a quarter already paid for, BBS refunds the fee for the full calendar months after the end of the contract; no refund is made if BBS terminates for good cause for which the client is responsible.

(6) When administration ends, BBS hands over to the client all credentials and documents it has managed for the client as part of the administration and deletes its copies of the client’s credentials, unless it is legally required to keep them.

10. Defects

(1) If the work is defective, BBS will repair it or deliver it again (subsequent performance). If subsequent performance fails, the client may, in accordance with the statutory provisions, reduce the price, withdraw from the contract or claim damages under section 11.

(2) The client reports defects in text form with a comprehensible description.

(3) Claims for defects become time-barred twelve months after acceptance. This does not apply in cases of intent, fraudulent concealment or gross negligence, injury to life, body or health, or claims under the German Product Liability Act.

(4) Errors resulting from changes made by the client or third parties, from improper use, or from changes to third-party services after acceptance are not defects in the work of BBS.

11. Liability

(1) BBS is liable without limitation for intent and gross negligence, for injury to life, body or health, under a guarantee and under the German Product Liability Act.

(2) In cases of simple negligence, BBS is liable only for breach of essential contractual obligations, meaning obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose fulfilment the client may regularly rely. In that case, liability is limited to the foreseeable damage typical for this type of contract.

(3) In the cases covered by paragraph 2, BBS is liable for loss of data only up to the cost that would have been needed to restore the data had the client backed it up regularly and appropriately to the risk. Paragraph 1 remains unaffected.

(4) These rules also apply in favour of the employees and agents of BBS.

12. Confidentiality, data protection and references

(1) Each party treats the other party’s confidential information as confidential, including after the contract ends.

(2) Where BBS processes personal data on behalf of the client, the parties conclude a data processing agreement under Art. 28 GDPR.

(3) BBS names the client as a reference only if the client has agreed to this in text form; consent may be given in the quotation and may be withdrawn at any time with effect for the future. It covers the client’s name, logo and images of the published work, to the extent the client holds the rights to them.

13. Final provisions

(1) These Terms and the contract are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) If the client is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from the contract is the place of business of BBS in Dormagen, Germany. BBS may also bring proceedings against the client at the client’s general place of jurisdiction. With clients not established in Germany, BBS additionally agrees the choice of law and jurisdiction expressly in the quotation.

(3) Amendments and additions to the contract must be made in text form.

(4) These Terms are available in German and English. In the event of any discrepancy, the German version prevails.

Last updated: November 2026