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Terms and conditions

scale. · Owner Paul Gardow · For business customers (B2B) · Last updated: October 2026

Convenience translation. Only the German Allgemeine Geschäftsbedingungen are legally binding.

§ 1 Scope

(1) These General Terms and Conditions (“Terms”) apply to all contracts between scale., owner Paul Gardow, Am Lindenplatz 15, 10319 Berlin, Germany (“Provider”) and the client (Provider and client together the “Parties”) concerning the Provider’s services.

(2) The version of these Terms valid at the time the contract is concluded applies. Deviating or conflicting terms of the client do not become part of the contract unless the Provider expressly agrees to them in text form.

(3) The Provider’s services are aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (B2B). By concluding the contract, the client confirms that it is acting in the exercise of its commercial or independent professional activity. There is therefore no right of withdrawal under Sections 312g and 355 BGB.

(4) Individual agreements (quote, individual contract, service description, side agreements) take precedence over these Terms.

§ 2 Conclusion of contract and service areas

(1) The Provider’s quotes are non-binding. The contract is concluded when the quote is accepted in text or written form, by order confirmation from the Provider or by the mutually agreed start of work. The specific scope of services results from the respective quote or service description.

(2) In particular, the Provider offers the following services:

(3) Build services are governed by the law on contracts for work (Sections 631 et seq. BGB) unless otherwise agreed in the individual contract. Ongoing services and consulting services are services within the meaning of Sections 611 et seq. BGB; the Provider owes the agreed activity, not a specific result.

§ 3 Performance of services

(1) The Provider performs its services in accordance with the recognised state of the art and with the care customary in business.

(2) Statements in marketing materials, on the website or in presentations by the Provider, for example on loading times, scores from testing tools, downtime, savings or efficiency gains, are for illustration only and do not constitute warranted characteristics or guarantees unless expressly warranted in the quote.

(3) Dates and deadlines are only binding if the Provider has expressly confirmed them as binding. The Provider informs the client in good time if it becomes apparent that deadlines cannot be met.

(4) The Provider may render partial services and use qualified third parties (e.g. specialised freelancers) as vicarious agents. The Provider remains responsible to the client for the service.

(5) The Provider may use AI-assisted tools as aids when providing its services, for example for programming, copywriting or quality assurance. It only uses providers that contractually guarantee not to use transmitted data to train their models, and it reviews the results professionally before handing them over. There is no automated decision-making within the meaning of Art. 22 GDPR.

(6) Services are generally provided Monday to Friday from 9 am to 5 pm, excluding public holidays in the State of Berlin. Different times, for example for switchovers outside business hours, are agreed separately.

(7) The place of performance for the Provider’s services is its registered office unless otherwise agreed.

§ 4 Special provisions for SEO and GEO

(1) Search engines and AI assistants are operated by third parties whose ranking and output logic the Provider cannot influence. The Provider therefore does not owe any specific rankings, visitor numbers, mentions in AI answers or revenue.

(2) The Provider only uses methods that comply with the published guidelines of the search engine operators.

§ 5 Special provisions for migrations

(1) Before a migration, the Parties agree on a migration plan including the time of the switchover and a fallback plan.

(2) The client provides all necessary access in good time, in particular to domain registrars, DNS management, existing and new email accounts, hosting and server environments, and ensures that notice periods and contract terms of previous providers do not prevent the switchover.

(3) Before the migration begins, the client creates a complete backup of all affected data (in particular emails, contacts, calendars, databases and files) or commissions the Provider to do so separately.

(4) Brief restrictions during the switchover, for example due to the worldwide propagation of DNS changes, cannot be technically ruled out in every case. The Provider plans the switchover so that such restrictions are avoided as far as possible.

§ 6 Domains, third-party providers and licences

(1) Unless otherwise agreed, domains are registered in the client’s name. The terms of the respective registry and registrar apply.

(2) Where third-party services or software are used (e.g. shop systems, hosting and email providers, payment providers, calendar or CRM systems, plugins, fonts or image licences), their terms of use and licence terms apply. Ongoing costs for such services are borne by the client unless otherwise agreed. The Provider is not responsible for the availability, price changes or functional changes of such third-party services.

(3) The client is responsible for the legal content of its website or online shop (in particular legal notice, privacy policy, terms and conditions, cancellation policy, price and product information). The Provider does not provide legal advice.

§ 7 Fees and payment terms

(1) Fees are based on the respective quote, either as a fixed price or on a time-and-materials basis. If no fee has been agreed, the Provider’s usual hourly rates at the time of the service apply. All prices are exclusive of statutory VAT.

(2) For build services, the Provider may request reasonable instalments according to project progress where provided for in the quote.

(3) Support and hosting contracts are invoiced monthly in advance unless otherwise agreed. Unused service quotas expire at the end of the respective billing period unless otherwise agreed.

(4) Invoices are payable without deduction within 14 days of receipt. After this period, the client is in default without a reminder.

(5) In the event of late payment, the Provider is entitled, after prior notice in text form, to withhold further services until the outstanding amounts have been paid.

§ 8 Client’s obligations to cooperate

(1) The client supports the Provider in providing the services and makes available, in good time and free of charge, all necessary information, content (texts, images, logos, product data), access, interface descriptions and approvals.

(2) The client appoints a contact person who is authorised to make decisions and is available for questions.

(3) The client provides requested information, access and approvals within five working days unless otherwise agreed.

(4) The client ensures that the content it provides is free of third-party rights or that it holds the necessary rights of use, and that it does not violate any statutory provisions.

(5) The client is responsible for regularly backing up its own data unless this task has been expressly assigned to the Provider.

(6) Delays caused by a breach of obligations to cooperate extend agreed deadlines accordingly. The Provider may invoice the resulting additional effort on a time-and-materials basis.

§ 9 Acceptance

(1) Build services (§ 2(3)) must be accepted by the client upon completion. The Provider notifies completion in text form. The client checks the service within ten working days and either declares acceptance or reports material defects specifically in text form.

(2) The service is deemed accepted if the client does not refuse acceptance within the period under paragraph 1, stating at least one material defect. It is also deemed accepted if the client puts it into productive use, for example by publishing the website or online shop. Immaterial defects do not entitle the client to refuse acceptance.

(3) Self-contained partial services may be accepted separately.

§ 10 Rights of use

(1) Upon full payment, the client receives a non-exclusive right, unlimited in time and space, to use the work results created individually for it (e.g. design, program code, configurations, texts, documentation) for the contractually agreed purpose, including the right to have them modified by itself or by third parties. Further rights (e.g. exclusive rights) are agreed in the individual contract.

(2) Upon full payment, the client receives on request the source code and documentation of the software created individually for it.

(3) Pre-existing tools, libraries, templates and methods of the Provider remain with the Provider. The client receives a non-exclusive, perpetual right to use them to the extent necessary to use the work results. Open-source components are subject to their respective licences.

(4) For components generated with AI tools, the Provider does not warrant that they are protected by copyright.

(5) Data and content provided by the client remain with the client. The Provider uses them exclusively to provide the agreed services. They are not used to train AI models unless expressly agreed in writing.

§ 11 Warranty

(1) For build services, the statutory rights in respect of defects apply with the following provisos: the Provider is initially entitled to subsequent performance. If subsequent performance fails twice within a reasonable period, the client may reduce the fee or, in the case of material defects, withdraw from the contract. Claims for damages are governed by § 13.

(2) Defects must be reported in text form without undue delay after discovery, with a comprehensible description.

(3) Claims for defects become time-barred twelve months after acceptance. This does not apply in cases of intent, gross negligence, fraudulent concealment, injury to life, body or health, or where a guarantee has been given.

(4) Deviations caused by incorrect information or content from the client, by changes made by the client or third parties without the Provider’s consent, by third-party services within the meaning of § 6(2) or by later changes to browsers, operating systems or third-party interfaces do not constitute defects.

(5) For services under Sections 611 et seq. BGB, the Provider owes the careful performance of the agreed activity. Complaints must be reported in text form without undue delay; the Provider will then perform the affected service again in accordance with the contract within a reasonable period.

§ 12 Hosting, support and availability

(1) Where the Provider takes on hosting or support, it aims for an availability of 99% on a monthly average, measured at the data centre’s point of transfer to the internet. Excluded are announced maintenance windows and outages caused by disruptions of the data centre, the internet or other circumstances beyond the Provider’s control. Different service levels are agreed in the individual contract.

(2) The Provider carries out maintenance work at low-usage times wherever possible and announces it in advance where restrictions are foreseeable.

(3) The Provider may update the software, systems and dependencies used insofar as this serves security or operation and does not materially restrict the agreed functionality.

(4) For systems in the client’s infrastructure, the client is responsible for hardware, network and availability unless otherwise agreed.

§ 13 Liability

(1) The Provider is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, where a guarantee has been given and under the German Product Liability Act.

(2) In the event of a slightly negligent breach of material contractual obligations (obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the client may regularly rely), liability is limited to the foreseeable damage typical for the contract, but no more than the net order value of the respective individual order or, for ongoing contracts, the net fees paid in the last twelve months, and in any case no more than EUR 50,000 per incident.

(3) Otherwise, liability for slight negligence is excluded.

(4) The Provider is only liable for loss of data to the extent that would have been incurred had the client backed up its data properly (§ 5(3), § 8(5)), unless backing up the data was expressly the Provider’s task.

(5) The above limitations of liability also apply in favour of the Provider’s employees, representatives and vicarious agents.

§ 14 Data protection

(1) The Parties comply with the applicable data protection regulations, in particular the GDPR and the German Federal Data Protection Act (BDSG).

(2) Where the Provider processes personal data on behalf of the client (for example when migrating mailboxes, hosting or operating business apps), the Parties conclude a data processing agreement in accordance with Art. 28 GDPR before processing begins.

§ 15 Confidentiality

(1) The Parties treat all confidential information of the other Party obtained in the course of the cooperation, in particular trade secrets, access credentials, customer data and technical information, as confidential and use it only to perform the contract.

(2) This does not apply to information that is publicly known, was already known to the recipient beforehand or was lawfully provided to it by third parties without a confidentiality obligation.

(3) Disclosure to vicarious agents (§ 3(4)) is permitted provided they are bound by equivalent confidentiality obligations.

(4) The confidentiality obligation continues for three years after the end of the contract, and indefinitely for access credentials and trade secrets.

§ 16 Term and termination

(1) Contracts for build services end upon complete performance and acceptance. The client’s statutory right of termination under Section 648 BGB remains unaffected.

(2) Unless otherwise agreed, support and hosting contracts may be terminated by either Party with one month’s notice to the end of a billing period in text form, at the earliest to the end of an agreed minimum term.

(3) The right to extraordinary termination for good cause remains unaffected.

(4) After the contract ends, the Provider supports the client in moving to another provider, in particular by handing over data, access credentials and documentation in a common format. Support beyond this is charged on a time-and-materials basis. The Provider deletes client data no later than 90 days after the end of the contract unless statutory retention obligations apply.

§ 17 Use as a reference

(1) The Provider may name the client as a reference on its website and in presentations, using its name, logo, a description of the project and screenshots of the website or app created.

(2) The client may object to being named as a reference at any time in text form. The Provider will then remove the reference within 14 days.

§ 18 Force majeure

Neither Party is liable for non-performance or delayed performance of its obligations to the extent this is due to force majeure, in particular natural disasters, epidemics, war, strikes, official orders, large-scale cyber attacks and failures of telecommunications networks, data centres or energy suppliers beyond its control.

§ 19 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Berlin, provided the client is a merchant, a legal entity under public law or a special fund under public law.

(3) Amendments and additions to the contract must be made in text form. This also applies to any waiver of this form requirement. Individual agreements take precedence.

(4) Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision.