Terms and Conditions

1. Scope and contracting parties

These Terms apply to contracts for the creation, operation and maintenance of a website between SwiftLabs UG (haftungsbeschränkt), represented by its managing director Felix Straub, operating under the brand „SwiftLabs Studio“ („SwiftLabs“), based in Nürnberg, Germany, and its customers.

We work for business customers within the meaning of § 14 of the German Civil Code (BGB), for legal entities under public law and for special funds under public law. We do not conclude contracts with consumers. Should a contract with a consumer nevertheless come about in an individual case, that consumer's mandatory rights remain unaffected - in particular the right of withdrawal under §§ 355 et seq. BGB, see our withdrawal notice.

What the quote says takes precedence over these Terms. Conflicting or deviating terms proposed by the customer do not become part of the contract unless SwiftLabs agrees to them in text form.

2. Subject matter and formation of contract

The contract has two parts, and they differ in law. Creating the website is a work (Werk): it is completed, it is accepted, and it is thereby rendered. Operation and maintenance are a service: they run for as long as the contract runs.

What exactly is created and what is maintained is set out in the quote. These Terms govern the framework, not the scope - services, dates and prices follow exclusively from the respective quote.

The customer sends a non-binding enquiry to SwiftLabs. SwiftLabs then issues a quote in text form; unless stated otherwise there, it is valid for 14 days. The contract is formed when the customer accepts that quote in text form. SwiftLabs subsequently confirms the order in text form; that confirmation records the content of the contract, it is not a precondition for the contract to be formed. The display of services and prices on our website does not constitute a binding offer, but an invitation to enquire.

3. Customer's duty to cooperate

The customer provides the content required for conception and implementation - text, images, logos, brand assets - completely and in a timely manner, promptly grants requested approvals, and carries out or cooperates in the DNS change to their domain required for launch. Delays caused by the customer's late or incomplete cooperation are not attributable to SwiftLabs and postpone agreed dates accordingly.

4. Acceptance

Once the website is complete, SwiftLabs notifies the customer and makes it available for review. The customer reviews it within ten business days and either declares acceptance in text form or names the defects that stand in the way of acceptance.

If the customer does neither within that period, the website is deemed accepted (§ 640 para. 2 BGB). SwiftLabs points out this consequence in the completion notice. Immaterial defects do not prevent acceptance; they are remedied afterwards.

If the customer puts the website into public operation without reservation, this as a rule constitutes acceptance.

5. Defects in the website created

Statutory contract-for-work law applies to the website created. If a defect appears, SwiftLabs first has the right and the obligation to cure it; only if this fails is the customer entitled to the further statutory remedies.

Claims for defects become time-barred twelve months after acceptance. This does not apply in cases of intent, gross negligence or fraudulent concealment, nor to damages arising from injury to life, body or health, nor where the law mandatorily prescribes longer periods.

A deviation is not a defect where it results from content or instructions provided by the customer, from changes made by the customer or a third party, or from the behaviour of browsers, devices and third-party services beyond SwiftLabs' control. A particular position in search engines or in the answers of AI systems is not owed.

6. Rights of use in the website

Upon full payment of the creation fee, the customer receives a simple, transferable and unlimited right to operate the website created for them, to make it publicly accessible, to modify it and to have it modified. The grant of this right is subject to the condition precedent of payment in full (§ 158 para. 1 BGB); until then the customer may use the website within the scope of the running contract.

The right is non-exclusive. SwiftLabs may continue to use the underlying building blocks - framework, components, tools and general methods - including for other customers. Content, brand and design created for the customer are not reused.

The right does not end with the contract. If the customer terminates operation and maintenance, they keep it.

All content provided by the customer - text, logos, images, trademarks and other material - remains their property. The customer grants SwiftLabs the rights of use in that content necessary to perform the contract and warrants that they are entitled to provide and permit its use and that no third-party rights are infringed. The customer indemnifies SwiftLabs against third-party claims arising from a breach of this warranty.

The domain under which the website is accessible belongs to the customer and remains their sole property.

7. Third-party rights in fonts, images and libraries

A website contains material that belongs neither to SwiftLabs nor to the customer: third-party fonts, images, icons, videos and software libraries. The licence of the respective rights holder applies to that material, not Section 6.

SwiftLabs only uses material licensed for the agreed use and, on request, states what was used and under which licence. Licences that carry recurring fees - such as font licences priced by page views or image databases on subscription - are stated in the quote, which also governs who bears them.

After a handover under Section 8, a licence issued to SwiftLabs does not automatically continue. Before the handover, SwiftLabs states which licences the customer must acquire or take over themselves. If a licence is not transferable, SwiftLabs will on request replace the material concerned with equivalent, freely licensed material; the effort involved is agreed separately.

Section 6 applies to material contributed by the customer.

8. Handover

The customer may at any time require SwiftLabs to hand over their website - during the contract, in connection with termination, or afterwards.

Basic export, free of charge. Once per contract, SwiftLabs provides the customer with a complete copy of their website in common file formats: source files, content, images and database, each in the state last published. No fee is charged for this. Without that copy the customer could not exercise the right under Section 6.

Ready-to-run handover, €999 net. On request, SwiftLabs hands the website over ready to run: the export is cleaned of our operating infrastructure, prepared for operation with another provider and accompanied by brief handover documentation; we answer follow-up questions on it. SwiftLabs charges a one-off fee of €999 net for this. What is paid for is that work, not the right of use - the customer already acquired that by paying the creation fee.

Not handed over are the general building blocks and tools referred to in Section 6, nor access to third-party systems held in SwiftLabs' name. Section 7 applies to third-party licences.

9. Operation, maintenance and change requests

Which level of care is agreed is set out in the quote. This Section governs how it runs.

Included change requests concern existing text, images and content within the existing page structure and design. Not included are a fundamental redesign, structural rebuilds or additional pages or features; such work is agreed separately between the parties.

One change request per website is in progress at a time. In the event of evidently abusive or disproportionately high use - for example circumventing this limit by splitting requests into many small ones - SwiftLabs may reasonably prioritise processing.

10. Prices and payment

All prices are net of the applicable statutory value-added tax. Which amounts apply and when they fall due is set out in the quote.

Unless stated otherwise on the invoice, invoiced amounts are payable in full within 14 days of the invoice date. Monthly care is billed in advance for the current billing month.

If the customer defaults on a due payment, SwiftLabs is entitled, after prior notice and a reasonable grace period, to temporarily take the website offline until the outstanding amounts are settled. Further statutory rights arising from payment default remain unaffected.

11. Term and termination

Operation and maintenance run for an indefinite period and may be terminated by the customer at any time with effect from the end of the current billing month - informally in text form, for example by email to the address stated in the legal notice. Each party's right to extraordinary termination for good cause remains unaffected.

Upon termination, the hosting operated by SwiftLabs ends. The right under Section 6 remains in place; the customer may request handover of their website under Section 8 and continue to operate it themselves or with another provider. If they do not request this, the website is taken offline when the contract ends.

Creation fees already paid are not refunded; the corresponding service has been rendered and the right under Section 6 remains with the customer.

SwiftLabs is entitled to terminate for good cause if the customer, despite a reminder and a reasonable grace period, remains in default of payment or breaches Section 14 of these Terms.

12. Data after the contract ends

For as long as SwiftLabs operates the website, SwiftLabs processes personal data on behalf of the customer - for example server access logs and messages from forms. The basis for this is a data processing agreement under Art. 28 GDPR.

When the contract ends, that processing mandate ends with it. By the end of the contract, the customer tells SwiftLabs whether this data is to be handed over to them or deleted. Absent such notice, SwiftLabs hands it over together with the export under Section 8 and then deletes it within 30 days. Statutory retention obligations remain unaffected.

If the customer continues to operate the website, they are the sole controller for the data processed there. They adapt the website's privacy policy and legal notice to their new setup; SwiftLabs no longer owes this after the handover.

13. Availability

SwiftLabs aims for industry-standard availability of the hosted website. Short, announced maintenance windows - for example for updates or migrations - as well as outages outside SwiftLabs' sphere of influence, such as at upstream infrastructure providers or due to force majeure, are not covered by this. 100% availability is not owed.

14. Impermissible content

The customer may not distribute unlawful, content harmful to minors, discriminatory, or third-party-rights-infringing content via the website created by SwiftLabs. SwiftLabs is entitled to refuse to create or provide such content and, in case of reasonable suspicion, to temporarily suspend access to the affected website until the suspicion is cleared or the content is removed.

15. Liability

SwiftLabs is liable without limitation for intent and gross negligence, under the German Product Liability Act, and for damages resulting from injury to life, body or health. For slightly negligent breaches of material contractual obligations - obligations whose fulfilment enables the proper performance of the contract in the first place and on whose observance the customer may regularly rely - liability is limited to the foreseeable damage typical for this type of contract at the time of formation. Otherwise, liability for slightly negligent breaches of duty is excluded, in particular for lost profit and indirect damages. The above limitations of liability apply accordingly for the benefit of SwiftLabs' legal representatives and vicarious agents.

16. Data protection

Information on the processing of personal data in connection with this website and the performance of the contract is set out in our privacy policy. Section 12 additionally applies to data that SwiftLabs processes on the customer's behalf.

17. Final provisions

These Terms are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Nürnberg, Germany. Mandatory statutory places of jurisdiction remain unaffected.

Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected; the invalid provision shall be replaced by the applicable statutory rule.

These Terms are also available in a German original. For legal purposes, only the German version is authoritative.