Terms & Conditions

Convenience translation: This English version of the General Terms and Conditions is provided for convenience only. Solely the German version is legally binding.

General Terms and Conditions (GTC) of DagSite, owner Deniz Gökhan Dag, for web design, maintenance and digital services in the B2B sector.

Scope in brief: These GTC apply exclusively to entrepreneurs (Section 14 of the German Civil Code, BGB). No contracts are concluded with consumers. Primarily for the DACH region; other countries case by case. Payment is usually processed via Stripe. Applicable law: Germany.

Section 1 Scope & Contracting Parties

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between DagSite, owner Deniz Gökhan Dag, Eschenstr. 103, 47055 Duisburg, Germany, email: info@dagsite.com (hereinafter "DagSite") and its clients (hereinafter "Client").

(2) These GTC apply exclusively to entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law. Contracts with consumers within the meaning of Section 13 BGB are not concluded.

(3) Conflicting, deviating or supplementary terms and conditions of the Client do not become part of the contract unless DagSite expressly agrees to their validity in text form. This also applies if DagSite provides services without reservation while being aware of the Client's terms and conditions.

(4) The version of these GTC valid at the time the contract is concluded is decisive.

(5) International clients: The services of DagSite are primarily aimed at companies based in Germany, Austria or Switzerland. Contracts with clients outside the EU/EEA may be concluded on a case-by-case basis. In this case, the following applies in addition: (a) German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods; the place of jurisdiction is Duisburg, Germany. (b) Content and legal texts created or integrated by DagSite (e.g. legal notice, privacy policy, cookie notices, GTC, advertising and email content) are aligned exclusively with the legal situation of the Federal Republic of Germany and the EU. The Client is solely responsible for compliance with local regulations at its place of business (e.g. UAE PDPL, CCPA etc.). DagSite assumes no liability in this respect. (c) The Client warrants that it is entitled to receive the services in its jurisdiction and indemnifies DagSite against third-party claims resulting from non-compliance with local regulations.

(6) Order of precedence of contract documents: The contractual relationship is governed in the following order of precedence: (1) individual agreements (in particular the proposal and any individual contract), (2) the special terms for the respective type of service (e.g. the Special Terms for Website Development & Maintenance), (3) these GTC, (4) the price and service overview included in each case. In the event of contradictions, the document with higher precedence prevails. For the processing of personal data on behalf of the Client, the data processing agreement (DPA) takes precedence over all other documents in data protection matters.

Section 2 Proposal & Conclusion of Contract

(1) Proposals by DagSite are subject to change and non-binding unless expressly marked as binding. A contract is concluded by (a) signing an individual contract (e.g. the contract for website development & maintenance), (b) express acceptance of a written proposal or a proposal sent by email in text form, or (c) implied acceptance, in particular by payment of the total price stated in the proposal via the payment link provided by DagSite (Stripe).

(2) The services of DagSite are described in more detail in the respective proposal or individual contract. These GTC are part of the contractual relationship and apply in addition; special terms apply additionally to individual types of service (Section 1 (6)).

(3) Whether the law on contracts for work (Sections 631 et seq. BGB) or the law on service contracts (Sections 611 et seq. BGB) applies to a service depends on the nature of the respective service. The classification results from the proposal or the special terms of the respective type of service.

Section 3 Services

(1) DagSite provides services for website development, ongoing website maintenance and other digital services (e.g. email marketing, online advertising, AI and automation services). The nature and scope of the commissioned services result from the respective proposal or individual contract, additionally from the special terms of the respective type of service and from the price and service overview included in each case, if available.

(2) No legal services: DagSite does not provide legal services within the meaning of the German Legal Services Act (RDG). Legal texts (e.g. legal notice, privacy policy, cookie banner, GTC) are created either (a) by a lawyer commissioned by the Client or (b) via a legal text generator (e.g. eRecht24, IT-Recht-Kanzlei) and are merely technically integrated by DagSite. The legal review of advertising claims, email marketing consents (Section 7 of the German Act Against Unfair Competition, UWG), competitions and comparable content is the responsibility of the Client. DagSite assumes no liability for the correctness of content and legal admissibility of such texts and content.

(3) SEO, GEO, AEO, advertising (e.g. Meta Ads, Google Ads), email marketing and other marketing services are exclusively best-effort services. DagSite does not guarantee specific search engine rankings, visitor numbers, reach, open or click rates, deliverability, advertising results (e.g. ROAS, cost per inquiry), conversion rates or other economic results.

(4) Revision rounds and additional work: A "revision round" is a bundled change request from the Client that is processed in one work step. The number of revision rounds included in a service results from the respective proposal or the special terms. Services outside the agreed scope are remunerated on a time and material basis at the hourly rate according to the currently valid price and service overview (plus VAT, billed in commenced 15-minute units).

Section 4 Client's Duties to Cooperate

(1) The Client is obliged to provide all information, access (e.g. hosting, domain, CMS, advertising accounts such as Meta Business Manager, email marketing accounts such as Klaviyo) and materials (e.g. texts, images, logos) required for the provision of services in good time and in full.

(2) If the Client does not fulfil its duties to cooperate in good time, it is in default of acceptance pursuant to Section 293 BGB. Deadlines and delivery dates are postponed accordingly. No claims for damages against DagSite arise from this.

(3) The Client is responsible for the correctness of content and legality of all content provided by it (texts, images, logos, data). The Client indemnifies DagSite against all third-party claims resulting from an infringement of copyrights, trademark rights or personal rights by content provided by the Client.

(4) Access data must be treated confidentially and must not be passed on to unauthorised third parties.

(5) The Client informs DagSite of material changes to its details (e.g. company name, address, email address, billing data) within 14 days in text form.

(6) In case of suspected compromise of access data, the Client notifies DagSite without undue delay.

Section 5 Acceptance (Work Services)

(1) Insofar as DagSite provides work services (e.g. the development of a website or the one-time setup of an email marketing system), DagSite provides the work to the Client for acceptance after completion. The Client must inspect the work within 14 calendar days of provision and report any defects in text form.

(2) If no notice of defects is given in text form within the inspection period, the work is deemed accepted. DagSite will expressly inform the Client of this legal consequence in text form upon provision (Section 640 (2) BGB by analogy).

(3) If the Client accepts the work despite knowledge of a defect, the Client is only entitled to rights in respect of this defect if the Client expressly reserves these rights upon acceptance (Section 640 (3) BGB).

(4) Warranty: The statutory warranty rights (Sections 634 et seq. BGB) apply to defects of the work. DagSite initially has the right to subsequent performance. The warranty period is 1 year from acceptance (shortening permissible pursuant to Section 634a (2) BGB in conjunction with Section 202 BGB). The shortening does not apply in cases of gross negligence, intent or injury to life, body or health.

Section 6 Remuneration & Payment Terms

(1) The amount of remuneration depends on the commissioned service according to the proposal or individual contract, additionally according to the price and service overview included in each case. All prices are net plus statutory VAT.

(2) One-time remuneration: The due date of one-time remuneration results from the proposal or the special terms of the respective type of service. The payment period is 14 calendar days from receipt of the invoice in each case.

(3) Recurring remuneration: Recurring (in particular monthly) remuneration is due in advance in each case. The first billing period begins on the agreed contract start date. Subsequent invoices are due on the same calendar day of each month corresponding to the contract start (e.g. contract start on the 25th of the month: due on the 25th of each month). If annual payment is chosen (with a 10% discount), the total amount is due in advance at the beginning of the first billing period.

(4) Payment method: Payment is usually processed via the payment service provider Stripe (Stripe Payments Europe, Limited, 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland); payment by invoice is possible by agreement. The payment methods available in the respective Stripe checkout configuration are supported (e.g. credit card, SEPA debit via Stripe, Sofort, Klarna). The remuneration is deemed paid as soon as it has been received in full by DagSite.

(5) Place of performance & reverse charge: If services are provided to entrepreneurs based outside Germany, the place of performance is determined in accordance with Section 3a (2) of the German VAT Act (UStG) or Art. 44 of the EU VAT Directive. In this case, invoicing is carried out without German VAT with reference to the tax liability of the service recipient ("reverse charge"). The Client is obliged to pay the VAT owed in its country of residence itself, insofar as this is provided for under local law.

(6) Default of payment: In the event of default of payment, DagSite is entitled, after prior reminder in text form, to pause the services until full settlement.

(7) Price adjustment: DagSite is entitled to adjust recurring remuneration once a year if prime costs (in particular hosting, licence, personnel or infrastructure costs) have changed. The adjustment is limited to a maximum of 5% of the most recently valid remuneration and must be announced in text form with 6 weeks' notice. The Client is entitled to terminate extraordinarily as of the effective date of the price increase.

Section 7 Contract Term & Termination

(1) One-time services (e.g. a website development or a setup project) are one-time projects and do not establish a continuing obligation.

(2) Ongoing services (e.g. website maintenance or monthly marketing support) are agreed for an indefinite period and begin on the individually agreed contract start date. If no separate start date has been agreed, the contract begins on the date the contract is concluded.

(3) Ordinary termination: Contracts for ongoing services may be terminated by either party at any time in text form (email is sufficient), unless a different term has been agreed in the proposal or individual contract. The termination takes effect at the end of the current billing period.

(4) Extraordinary termination: The right to extraordinary termination for good cause pursuant to Section 314 BGB remains unaffected. Good cause exists in particular in the event of default of payment of more than two monthly payments, repeated breach of material contractual obligations despite warning, and the opening of insolvency proceedings. Extraordinary termination requires text form.

(5) Different term for annual payment: If the Client opts for annual payment (with a corresponding discount), the contract for the ongoing service is concluded for a minimum term of 12 months. Ordinary termination within this period is excluded. The contract is automatically extended by a further 12 months in each case unless it is terminated in text form (email is sufficient) or switched to monthly payment before the end of the respective term.

Section 8 Consequences of Termination

(1) Upon termination of a contract for ongoing services, DagSite's obligation to provide further services and availability ends unless a different agreement is made in text form. Service-specific consequences of termination (e.g. deactivation of a website, handover options) result from the special terms of the respective type of service.

(2) The Client has no automatic claim to the release of source code, development files, repository access, project files, raw formats or other work states and technical access data, unless expressly agreed otherwise. The granted rights of use (Section 9) do not include technical release or transfer.

(3) Accounts on third-party platforms (e.g. Meta, Google, Klaviyo, Shopify) used for the provision of services are registered in the Client's name or remain with the Client; the Client remains the owner of these accounts and the data stored in them. Upon termination of the contract, DagSite returns the access granted to it or has it removed.

Section 9 Copyright & Rights of Use

(1) All works created by DagSite (design, code, texts, graphics, animations etc.) are subject to copyright (Sections 2 et seq. of the German Copyright Act, UrhG). DagSite remains the author of all created works.

(2) Upon complete and unconditional payment of the agreed remuneration, the Client receives a simple, non-transferable right to use the created works for the agreed purpose (e.g. operation of its own company website, placement of advertisements, sending of email campaigns). The purpose of use results from the proposal or the special terms of the respective type of service.

(3) Resale, sublicensing, transfer to third parties or use for other purposes requires the express consent of DagSite in text form.

(4) In the event of complete termination of the contract without full settlement of all outstanding claims, all rights of use remain with DagSite. Further use of the works by the Client is prohibited in this case.

(5) Reference naming: DagSite is entitled to name the services provided and work results (e.g. websites, campaigns, email flows) in anonymised or named form as a reference (portfolio, website, social media); confidential key figures of the Client will not be disclosed without the Client's consent. The Client may object to this use at any time in text form.

Section 10 Liability & Limitation of Liability

(1) DagSite is liable without limitation for damage resulting from intent and gross negligence as well as for damage resulting from injury to life, body or health. Liability under the German Product Liability Act remains unaffected.

(2) In the event of slight negligence, DagSite is only liable for the breach of a material contractual obligation (cardinal obligation). In this case, liability is limited in amount to the contract-typical damage foreseeable at the time the contract was concluded, but at most to the remuneration paid by the Client to DagSite from the affected contractual relationship in the 12 months prior to the damaging event. Advertising budgets paid by the Client to advertising platforms (e.g. Meta, Google) do not constitute remuneration within the meaning of this clause.

(3) In all other respects, liability for slight negligence is excluded.

(4) DagSite is not liable for outages or damage caused by third-party providers outside its sphere of influence (e.g. hosting providers, domain registrars, advertising platforms such as Meta or Google, email services such as Klaviyo, payment service providers such as Stripe, server outages, cyberattacks on third-party infrastructure). Liability for DagSite's own fault in selection and monitoring remains unaffected.

(5) Data loss: DagSite takes appropriate backup and security measures. In the event of data loss for which DagSite is responsible, liability is limited to the effort required to restore the data from the most recently created backup.

(6) Force majeure: DagSite is not liable for delays in performance due to force majeure (in particular strikes, pandemics, major internet outages, official orders, energy outages); performance deadlines are extended accordingly.

Section 11 Data Protection

(1) Both contracting parties undertake to comply with the applicable data protection provisions (GDPR, German Federal Data Protection Act).

(2) Insofar as DagSite receives access to personal data of the Client or its end customers in the course of providing services, a separate data processing agreement (DPA) pursuant to Art. 28 GDPR is concluded, which is attached to the respective proposal or individual contract.

(3) Payment data: When paying via Stripe, personal payment data is transmitted to Stripe; in this respect, Stripe is an independent controller pursuant to Art. 4 No. 7 GDPR.

(4) Own responsibility for business processing: For its own business processing (customer contact, proposal management, project documentation, invoicing, creation of texts, drafts and code), DagSite processes personal data of the Client or its contact persons as an independent controller (Art. 4 No. 7 GDPR). DagSite uses established services for this purpose, in particular: (a) CRM (HubSpot); (b) project and knowledge management (Notion, Asana, Obsidian); (c) email, calendar, office, cloud storage (Microsoft M365, Google Workspace, Apple iCloud); (d) payment processing (Stripe); (e) database for own customer portals, if offered (Supabase); (f) AI-supported work tools (Anthropic Claude, OpenAI ChatGPT, Google Gemini, exclusively without model training on customer data); (g) reach measurement of its own company website (Vercel Analytics, Google Analytics, if active, with consent). The legal basis is Art. 6 (1) (b) GDPR (contract initiation and performance) or Art. 6 (1) (f) GDPR (legitimate interest in efficient order processing). Details on the services used, third-country transfers (in particular USA on the basis of DPF / SCCs) and data subject rights are contained in the separate privacy policy, which is made available to the Client by email upon request.

Section 12 Final Provisions

(1) Text form clause: There are no verbal side agreements. Amendments and supplements require text form (email is sufficient). This also applies to the cancellation of this clause.

(2) Severability clause: Should individual provisions be or become invalid or unenforceable, this does not affect the validity of the remaining provisions. In place of the invalid provision, the valid provision that comes closest to the economic purpose is deemed agreed.

(3) Applicable law: The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(4) Place of jurisdiction: The exclusive place of jurisdiction for all disputes arising from and in connection with these GTC and the contracts based on them is, insofar as legally permissible, the registered office of DagSite (Duisburg, Germany).

(5) Dispute resolution: These GTC are aimed exclusively at entrepreneurs. The German Consumer Dispute Resolution Act (VSBG) does not apply. DagSite is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

(6) Amendments to the GTC: DagSite is entitled to amend these GTC, including any special terms, with effect for ongoing continuing obligations, provided the amendment is reasonable for the Client. Amendments will be communicated to the Client in text form at least 6 weeks before they take effect. If the Client does not object in text form within 4 weeks of notification, the amended terms are deemed accepted. The Client will be expressly informed of this consequence in the notification of the amendment. In the event of a timely objection, DagSite may terminate the contract extraordinarily as of the planned effective date.

(7) Legal succession, contract transfer and relocation: DagSite is entitled to transfer the rights and obligations under this contract in whole or in part to a third party. This applies in particular to companies founded, held or controlled directly or indirectly by the owner of DagSite, regardless of their legal form, company name and country of domicile (including outside the EU/EEA), as well as to legal successors in the course of a transformation, contribution, sale or other corporate succession. The contract will be continued with the acquiring company under unchanged conditions. A relocation of the business or residence of DagSite or its owner, including abroad, does not affect the existence and term of this contract. Applicable law and place of jurisdiction pursuant to paragraphs 3 and 4 remain unaffected even in the event of a transfer or relocation. DagSite will inform the Client of a contract transfer at least four weeks in advance in text form; in this case, the Client has a special right of termination as of the effective date of the transfer.

DagSite · Owner Deniz Gökhan Dag · Eschenstr. 103, 47055 Duisburg, Germany · info@dagsite.com · VAT ID: DE463225229

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