General Terms and Conditions
Effective Date:
May 26, 2025
Welcome to njudev!
These General Terms and Conditions apply to all services provided by njudev S.L.
By commissioning our services or entering into a contract with us, you agree to these terms. If you do not agree, please refrain from using our services or entering into a business relationship.
1. Scope of Application
1.1 These General Terms and Conditions (GTC) apply to all services and deliveries provided by njudev S.L. (hereinafter "njudev") to business clients, in the version valid at the time of contract conclusion. These GTC also apply to all future transactions with the client. Conflicting or deviating terms and conditions of the client shall not apply unless explicitly agreed in writing.
1.2 Changes or additions to these GTC will be communicated in writing. They shall be deemed approved if the client does not object in writing within four weeks. njudev will specifically inform the client of this consequence when announcing changes.
2. Subject Matter of the Contract
2.1 The business relationship includes services in project management, web development, programming, online marketing (SEO, SEM, SMM), communication design (web and print), media planning, content creation, and IT services provided by njudev.
2.2 The objective of each project is defined in the estimate or offer. If requested by the client, a requirements specification will be created. This may also apply to individual sub-projects.
2.3 The requirements specification is created jointly by both parties and includes all necessary information. It must be signed by both parties with a date. The same applies to any subsequent specifications.
2.4 All requirements specified in the offer or specification must be fulfilled. Minimum standards are based on the latest accessible state of technology at the time of commissioning.
2.5 Any additional free services provided by njudev can be discontinued at any time without prior notice. njudev will inform the client where possible.
2.6 njudev may use third-party subcontractors to fulfill contractual obligations. Any deviation in service quality due to infrastructure provided by third parties (e.g. telecom or hosting providers) is outside njudev’s control.
3. Offer and Conclusion of Contract
3.1 Estimates and offers from njudev are non-binding unless explicitly marked otherwise. A contract is only concluded upon written acceptance by njudev or by commencement of the agreed services.
3.2 Deadlines are only binding if confirmed in writing. Fixed dates must be clearly marked and require written confirmation.
3.3 Offer documents are only binding if explicitly designated as such. All rights to these documents remain with njudev. The client may not share them with third parties.
4. Project Conditions
4.1 After acceptance of the offer or requirements specification, njudev will implement the agreed scope of services.
4.2 The client is responsible for providing all necessary materials, data, and information in a timely manner. Deadlines are dependent on the punctual receipt of such information.
4.3 Client instructions must be clear and unambiguous. Any delays or additional effort due to incomplete or unclear information will be at the client’s expense. Delivery times will be extended accordingly.
4.4 All intellectual property rights and ownership of delivered work remain with njudev until full payment has been received.
5. Changes to Scope of Work
5.1 If changes are necessary to achieve the project’s objectives and are not due to njudev’s fault, the additional effort will be assessed and communicated.
5.2 The client must bear the additional cost if the change would have been required to meet the original goals.
5.3 If no agreement on cost is reached, njudev is not obligated to implement the change.
5.4 Work on changes will only begin once a written order has been received.
5.5 Any client-initiated changes must be separately agreed upon and paid for. Timelines will be adjusted accordingly.
6. Client Obligations
The client is responsible for data backups before the start of work. njudev is not liable for verifying these backups unless explicitly contracted to do so.
7. Transfer of Risk
The risk of accidental loss transfers to the client upon acceptance. Before that point, the client is responsible for protecting any supplied hardware or media.
8. Acceptance
8.1 Partial acceptance is possible if individual parts of the system can be used productively.
8.2 Acceptance may be requested once functionality has been demonstrated. Written confirmation via acceptance protocol is required.
8.3 Acceptance may not be unreasonably withheld. Minor defects that do not impair functionality must not prevent acceptance.
8.4 Minor defects must be resolved within 5 working days if acceptance is granted with conditions.
9. Delivery Time
9.1 Delivery times are only binding if confirmed in writing. Delivery depends on the client’s timely cooperation and njudev’s own suppliers.
9.2 Delays due to force majeure or external circumstances extend delivery time. If delays exceed three months, both parties may cancel the contract.
9.3 For partial deliveries, only undelivered parts may be cancelled.
9.4 Statutory rights remain unaffected.
10. Pricing and Payment
10.1 Estimates are non-binding.
10.2 If njudev incurs third-party costs, an advance may be required. Ongoing fees (e.g. hosting) are payable in advance.
10.3 VAT is not included unless otherwise stated.
10.4 Payments are due upon receipt of invoice. Early payment discounts require prior written agreement. Electronic invoicing is permitted.
10.5 Delayed payments of more than 10 banking days will result in all outstanding amounts becoming due immediately.
10.6 Offsetting is only permitted with legally confirmed or undisputed claims. Retention rights are limited to claims from the same contract.
10.7 njudev may assign claims for financing purposes.
11. Liability for Content
11.1 njudev is not responsible for the content provided by the client and is not obliged to review such content for legality. This includes copyrighted materials. If content is found to be illegal or suspected to be so (e.g. racist, offensive, discriminatory), njudev reserves the right to block access. If selective blocking is not feasible, the entire content may be suspended. This does not apply if the client proves the content is lawful and properly licensed.
11.2 If claims are made against njudev related to content provided by the client (civil, criminal, public), the client agrees to fully indemnify and support njudev in defending such claims, including covering legal costs.
12. Termination and Withdrawal
The client may only withdraw from the contract or claim damages if njudev fails to deliver a significant contractual obligation and has not remedied this within a reasonable period (minimum 14 days) after written notice.
13. Copyright
13.1 Copyrights for evaluations, code, and creative work remain with njudev unless agreed otherwise.
13.2 njudev will store the source code securely and fix any code-related issues promptly if requested. In certain cases, the source code may be deposited with a notary.
14. Usage Rights
14.1 Unless otherwise agreed, njudev grants the client a non-exclusive, unlimited right to use materials developed under the contract.
14.2 All creative rights remain with njudev, even when developed based on client input.
14.3 Default usage rights:
Illustrations/photos: single-use in intended medium
Texts: single-use in intended medium
Design grids: free duplication and adaptation for specified end client only
Other works: use as specified; further use requires approval
14.4 The client guarantees that all provided materials are lawful and rights-cleared.
15. Warranty and Liability
15.1 Clients must inspect deliverables promptly and report issues within two weeks. Minor deviations do not constitute defects.
15.2 njudev is only liable for intentional or grossly negligent damages. Liability is otherwise limited to foreseeable damages. Product liability and personal injury claims are excluded from this limitation.
15.3 This limitation also applies to employees and subcontractors.
15.4 njudev is not responsible for rendering websites identically across all browsers.
15.5 njudev is not liable for issues caused by third-party networks or hosting infrastructure.
15.6 No warranty is offered for third-party software or hardware not developed by njudev.
15.7 The client may not alter code unless agreed. No claims for modified code unless proven unrelated to the defect.
16. Non-Solicitation
Neither party shall actively solicit employees involved in the project from the other party for one year after contract termination.
17. Confidentiality
17.1 All confidential information and documents remain the property of the disclosing party and must be returned or deleted if no contract is concluded.
17.2 Information may only be shared with third parties if necessary for contract execution.
17.3 njudev may list the client as a reference unless otherwise revoked in writing. A reasonable period will be allowed for removal.
17. Non-Solicitation
19.1 This contract is governed by German law. Place of performance is Palma de Mallorca. UN CISG does not apply.
19.2 Jurisdiction is Palma de Mallorca.