General Terms and Conditions

1. Provider, scope and individual agreements

Your contracting party is Hanns Leonhard Osterbrink, Saalbaustraße 36, 64283 Darmstadt, Deutschland, trading as NeuroFunken. Contact: info@neurofunken.de. Full provider and registration details are available in the legal notice.

These General Terms and Conditions apply to our software, website, shop, integration, consulting, training, hosting, email and support services where incorporated into the contract when it is concluded. They apply to business customers and consumers. A consumer is a natural person acting predominantly for private purposes. Describing an offer as a business offer does not exclude consumer rights.

Individual agreements take precedence. The agreed service description and stated package limits also apply. A new version of these terms does not automatically change existing contracts. For an order already accepted, the version supplied when the contract was concluded remains applicable.

2. Offers, inquiries and conclusion of the contract

Product pages, themed packages, demos, self-checks and needs planners provide information and help prepare a project. A contact inquiry or transferring a selection to the contact form does not conclude a contract involving payment. Bespoke development, SI projects, communication apps and care packages are commissioned on the basis of a separate proposal. That proposal sets out the services, price, start date and, where applicable, term.

Where the shop ordering process is enabled, you can review and correct your selection and billing details until the final ordering step. You accept the reviewed offer displayed there, including its service scope, limits, total prices and these terms, by placing an order explicitly labelled as creating an obligation to pay. Configuration alone or a non-binding inquiry is not sufficient. If binding ordering is unavailable, submitting an inquiry does not turn it into an order.

The contract language is German. Confirmation includes the agreed services, prices and terms in text form by email. Shop orders remain available in the customer centre. Acceptance of individual proposals follows the procedure described in them. English information pages do not change the language of a German-language proposal.

3. Service scope, project limits and changes

We owe the agreed functions, results and ongoing services, including promised documentation, introductions, tests and handovers. These terms do not generally override published service commitments. Classification as a contract for work, a service contract or the provision of a digital product depends on the service actually agreed, not merely its description.

A revision round covers collected change requests within the agreed scope. We offer additional pages, functions or integrations in advance, explaining their effect on costs and dates. They are implemented and charged only after being commissioned. Remedying a defect for which we are responsible is not a chargeable extension. A change to an order is not inferred from silence alone.

4. Cooperation, content and access

You name an available contact person and provide the information, lawfully usable content and agreed access required for the order. This may include company details, media, existing documentation and your own merchant, domain or app store accounts. We explain which information is needed and agree suitable ways to transfer it. Credentials must not be entered in public forms.

Before an agreed publication, you check the factual accuracy of company and product information supplied. Our own review and performance obligations remain in place. If necessary cooperation is incomplete or late, we identify the specific service and deadlines affected. Additional effort is not automatically charged; statutory claims remain unaffected. No blanket assumption by the customer of all third-party claims is agreed.

5. Start, delivery periods and external prerequisites

Agreed dates and milestones apply to individual projects. Unless the accepted proposal states otherwise, the following applies to standard shop configurator components: after payment and receipt of all necessary company details, media and access, we start within five working days. We deliver Website Start and Integration Start within 15 working days, Website Business within 20, Shop Start and Web App Start within 30, and Mobile App Start within 40 working days, each counted from the date these prerequisites are met. Each selected additional component adds no more than five working days. Hosting and email are set up within three working days after payment once domain and access prerequisites are met. Working days are Monday to Friday, excluding public holidays in Hesse, Germany.

An express target applies only where the start date has been explicitly confirmed and the prerequisites stated in the proposal are met. For consumers, the agreed start after the withdrawal period, or an expressly requested early start, remains decisive. Missing necessary cooperation extends only the affected deadlines by the delay actually caused. We inform you about foreseeable deviations and agree the next steps.

Reviews by app stores, registries or other external providers are not entirely within our control. Their expected relevance is identified in the project. This does not release us from our own obligations or exclude statutory claims in the event of delay.

6. Review, acceptance and handover

We submit work subject to acceptance at the agreed review stage. You can test the agreed functions and results and identify defects. Under the statutory rules, minor defects do not prevent acceptance; they are documented and remedied within the scope owed. Partial acceptance is requested only for expressly agreed, separable services.

The statutory requirements for acceptance under section 640 of the German Civil Code (BGB) remain decisive. For consumers, this includes in particular the required notice in text form where acceptance is intended to occur through expiry of a set deadline. Under these terms, mere use, payment or silence does not by itself constitute unconditional acceptance. An acceptance clause does not restrict mandatory rules for digital products.

Handover includes the commissioned work results and agreed instructions. For bespoke communication apps, the promised project source code, build and installation instructions, architecture and operations documentation, user handbook, introduction, and test and acceptance records form part of the agreed handover scope.

7. Prices, payment and external costs

Prices displayed in the public shop are final prices in euros including 19% VAT. For individual projects, the proposal states the total price or agreed basis of calculation, payment stages and any cost limits. A cost range that is an estimate is identified as such and does not constitute an unlimited order. Additional services require a separate commission.

In the shop, one-off services and the first selected billing period are paid before services begin. Recurring services are billed in advance at the agreed intervals. Consumers receive monthly billing for recurring services in the shop. Business customers may pay monthly or annually where offered. Annual payment equals twelve monthly amounts, without any additionally promised discount. The one-off price, recurring amount and first payment are displayed separately. A different payment schedule for an individual project is stated in the proposal.

Shop payments use the Stripe methods available there. A failed payment does not automatically cancel a concluded contract, but it does not activate a service. Payment status and invoices are available in the customer centre. Statutory defences, rights of retention and rights of set-off remain in place.

Domain, licence, app store, payment provider, supplier, hardware and model or API fees are included only where explicitly stated. Known additional costs or their method of calculation are identified before commissioning. We do not purchase chargeable additional services without your instruction. These terms do not create a unilateral right to change prices.

8. Term of shop configurator services

One-off development, setup and consulting services do not renew automatically. Ongoing hosting, email and support components booked separately in the shop run for an indefinite period. This rule applies to those components; section 9 applies to separate care packages that include creation costs. The start of provision and billing is stated in the order or service confirmation.

Monthly billed shop components may be cancelled at the end of the current paid monthly period without an additional notice period. For annual billing, which is offered exclusively to business customers, this applies at the end of the current paid annual period. No further period is billed after effective termination. The service remains usable until the end of the provision owed.

Ordinary cancellation at the end of a period does not result in a proportional refund for that current period. Statutory withdrawal, price reduction, refund and extraordinary termination rights remain unaffected.

9. Care packages with a 12- or 24-month minimum term

The Presence, Business, Startup, Online Shop and Dropshipping packages are prepared through a non-binding inquiry and commissioned only by accepting a separate proposal. The selected initial minimum term is 12 or 24 months. The proposal states the binding start date, final monthly price and minimum total price. There is no additional one-off charge for initial creation within the agreed package scope; it forms part of the paid care service.

You may cancel the package at the end of the initial minimum term without an additional notice period. Without cancellation, it then continues for an indefinite period at the same monthly amount and may be cancelled at any time with no more than one month’s notice. No new fixed annual commitment arises. Statutory withdrawal, defect, refund and special termination rights remain unaffected. These terms do not impose a flat buyout or penalty for early termination under a statutory right.

Your content and domain remain yours. After completing the initial minimum term, you receive the created source code and a documented export without an additional buyout payment. Rights and claims to handover in the event of earlier statutory termination remain unaffected. An assisted migration is an additional service only where explicitly agreed. Cancelling the care package does not transfer any domain to us.

10. Cancellation channels and arrangements at the end of the contract

You may cancel ongoing contracts using the public “Cancel contracts here” function at /shop/kuendigen, available without signing in, or in text form, particularly by email to info@neurofunken.de. Where configured, the payment portal may also be used. The effectiveness of a declaration does not depend on using a particular portal or on our subsequent confirmation. The electronic function allows you to save an acknowledgement of receipt and initiates confirmation by email. If no date is specified, cancellation is declared for the earliest possible date.

Statutory termination rights for good cause and statutory rights to terminate a contract for work, particularly under sections 648 and 648a BGB, remain in place. Their legal consequences follow the law.

Before the agreed end of a hosted service, we coordinate handover of the data and work results owed, and shutdown. You receive a reasonable opportunity to perform the intended export. Statutory rights to data handover, particularly for digital products, and data protection rights remain in place. A migration service is not automatically included in export. Retention obligations, deletion periods and any data processing agreement are observed. Cancellation does not authorise early deletion or relinquishment of a domain.

11. Consumer withdrawal and early start of services

Consumers have a right of withdrawal for distance contracts covered by law, as described in the separate notice. The notice and optional model form are available at /shop/widerruf; the “Withdraw from a contract” function is also available there without signing in. An unequivocal declaration, for example by email or letter, remains equally possible. Business customers do not have a statutory consumer right of withdrawal.

In the shop, consumers may voluntarily and expressly request that services begin before 14 days have elapsed. Without this request, the payment request is sent only 14 days after the contract is concluded; neither performance nor the billing period begins earlier. Statutory requirements for the beginning and end of the withdrawal period remain unaffected. Agreement to these terms is not treated as a waiver of the right of withdrawal.

For services, the right of withdrawal expires upon full performance only under the statutory conditions, particularly after prior express consent to an early start and acknowledgement that the right will be lost upon full performance. Separate conditions apply to digital content not supplied on a tangible medium: early expiry requires, among other things, separate express consent, acknowledgement of the loss of the right when performance begins, and the legally required contract confirmation. A declaration relating only to services does not replace these requirements. Statutory rights for digital products remain in place.

12. Source code, usage rights and third-party components

For development orders paid as a one-off service, after full payment you receive the agreed project work results and the source code necessary to continue them, including agreed documentation. Unless a broader individual agreement applies, you receive a non-exclusive right, unrestricted in territory and duration, to use, reproduce and adapt the components we created for that purpose, and to operate and develop them further yourself or through commissioned third parties for the agreed purpose. Public website or app operation envisaged in the order is included. For care packages, the timing of source code handover follows section 9. Statutory rights and broader individual commitments remain unaffected.

Existing content, data and rights you contribute remain with you or their respective rights holders. We receive only the permissions necessary to perform the contract. This does not permit publication as a reference or use of confidential content for other projects.

Third-party software, open-source components, fonts and model weights are subject to their respective licences. Material licence terms and dependencies are identified within the agreed scope before the decision or at handover. Publicly licensed source code remains usable, modifiable and redistributable under its respective licence; these terms do not restrict those rights. We may reuse our own general-purpose components while respecting your confidential information. An open-source licence alone does not establish an additional hosting or support contract.

13. Hosting, email, support and security maintenance

Hosted services are governed by the agreed resources, functions, backups, monitoring services and support hours. A specific level of availability, recovery time, load limit or on-call cover is promised only if included in the proposal. The functionality owed and statutory rights concerning defects and updates remain unaffected. We notify you of planned maintenance and take your legitimate interests into account.

Regular support is provided through the customer centre and email, with a regular response within two working days. This is not a blanket promise to resolve an error within that period. An explicitly agreed response window remains binding. The scope and retention of backups and responsibility for restoration are described in the proposal or operations concept. An agreed backup obligation is not removed by a general suggestion that you keep your own backups.

Time allowances for content changes cover the text, images and existing content components described in the package. Where stated, unused minutes do not roll over. Additional effort is charged only after commissioning. Remedying defects we are obliged to remedy, agreed security maintenance and legally required updates are not deducted from a content change allowance.

Where there is a specific threat to systems or data, we may take necessary, proportionate protective measures and will inform you unless doing so would defeat that protection. Any restriction is limited to the affected areas and necessary duration. This does not create a general right to discontinue paid services at will.

14. Domains, external services and interfaces

Domain registration, renewal and transfer take place only within the expressly commissioned scope. You remain named as the intended domain holder; domains you already hold remain yours. Availability and allocation depend on the responsible registry. Costs and material conditions are identified before a chargeable registration. Domain costs are not automatically included in hosting or development prices.

For external payment, email, shop, store, supplier or model services, account holders, contracting parties, fees and responsibilities are defined in the project. Their own contracts are not replaced by these terms. Changes to third-party interfaces are reviewed within the agreed support scope; necessary extensions outside the scope owed are offered separately. Our own performance and defect obligations remain in place. The customer is not generally referred to claims against third parties.

15. SI, knowledge integration, model training and automation

SI services may include model selection, local or external runtimes, knowledge integration, training suitable models, software development, tests, team training and operations. The proposal defines the use case, data sources, permitted actions, review criteria and handover. No general promise is made of a particular commercial outcome or error-free model answers. Agreed quality characteristics, due care in performance and statutory rights remain binding.

Freely accessible weights do not mean free operation or unrestricted usage rights. Hardware, licence, hosting and API costs are assessed separately. For fine-tuning or other model training, we review technical suitability, licensing and lawfully available training data. Training and test data are separated according to the agreed evaluation concept. Knowledge integration is not automatically model training.

These terms alone do not authorise your content for training general or third-party models. Commissioned training and transfer to external providers require a project scope specifically intended for that purpose and permitted under data protection law. Data flows, permissions, logging and deletion are planned together. Limits, approvals and error handling are defined for automated actions. Agreed human review remains part of the workflow; it does not remove our own obligations.

16. Consulting, Peppol and training

Consulting and training are delivered within their agreed scope. An explicitly promised result, such as a written roadmap, handbook or documented test, remains owed. Technical consulting does not include individual legal or tax advice, certification or a general guarantee of legal compliance. Information is presented with its relevant reference date.

As stated in the proposal, the “E-invoicing & Peppol roadmap” consulting package includes a technical assessment for one company with up to two invoicing systems; an assessment of format, receipt, sending and Peppol options; a written roadmap with prioritised steps, a cost range and checklist; and one remote follow-up round. Purchasing this consulting package alone does not commission setup, implementation, API development, provider fees, access point contracts or registrations. These require a separate proposal.

Free self-checks and brochures provide general guidance based on the situation described. They confirm neither that invoice files are error-free nor that a company complies with the law. An inquiry from a self-check does not order a consulting package. The audience, duration, format and materials for training are agreed. Individual cancellation rules are communicated before booking; these terms contain no flat cancellation fee.

17. Shops, dropshipping and communication solutions

For shop and dropshipping projects, we develop or support the agreed technical scope. Product range, merchant accounts, sourcing, shipping, returns, product law and information provided to end customers remain the responsibility of the relevant merchant unless additional services are expressly agreed. Our own development, consulting and information duties remain unaffected. No general promise is made about revenue, profit, visitor numbers or suppliers. Supplier integrations are checked against the agreed workflow before a binding commitment is made.

For bespoke communication apps, the concept defines modules, devices, user roles, data storage, encryption and recovery procedures. End-to-end encryption applies to the expressly agreed areas. Connected external email, telephone networks and third-party services have their own technical limits. No general promise of complete security or unlimited availability is made. Agreed security functions, tests, documentation and source code handover remain owed.

18. Confidentiality and data protection

Both parties treat non-public business and operational information as confidential where marked accordingly or where confidentiality follows from its content and circumstances. It is used only for the agreed order. Necessary employees and commissioned service providers receive access only to the extent required and subject to corresponding obligations. Legally required disclosures remain possible. Confidentiality continues beyond the end of the contract for as long as a legitimate interest in secrecy exists.

Personal data is processed in accordance with applicable data protection rules and the agreed data processing roles. Where processing on behalf of a controller requires a data processing agreement, that agreement is concluded before such processing begins. These terms replace neither a data processing agreement nor any required consent. The privacy notice contains information about the website and contact and ordering processes.

19. Rights concerning defects and digital products

Statutory rights concerning defects apply, including statutory limitation periods. These terms do not shorten them. Please describe an error as clearly as possible through the customer centre or our contact address. Such reporting does not impose an additional exclusion deadline. Statutory rights do not depend on paid support or exclusive use of our portal.

Depending on the contract and statutory requirements, remedies may include cure, price reduction, withdrawal from or termination of the contract, damages and reimbursement of wasted expenditure. Consumer contracts for digital products are governed in particular by sections 327 et seq. BGB, including provision, conformity with the contract, updates and statutory rules on the burden of proof. We bear the costs of cure we are obliged to provide in accordance with statutory rules.

Legally required updates, including security updates, are provided during the applicable period, and information about their availability is supplied. This applies independently of any additionally commissioned voluntary maintenance. These terms alone do not authorise changes to digital products beyond maintaining conformity with the contract. Where applicable, the information and termination rights under section 327r BGB remain in place. Package limits do not generally constitute an agreement to depart from legally required product characteristics.

20. Liability

We have unlimited liability for intent and gross negligence, and for culpably caused damage arising from injury to life, body or health. This also applies to our legal representatives and persons used to perform our obligations. Claims arising from fraudulent concealment, an assumed guarantee, the German Product Liability Act and any other mandatory statutory liability remain unaffected.

For a slightly negligent breach of an essential contractual obligation, liability is limited to damage typical of the contract and foreseeable when it was concluded. Essential obligations are those whose fulfilment makes performance of the contract possible and on whose observance you may ordinarily rely. Otherwise, liability for damage caused by slight negligence is excluded unless one of the preceding exceptions applies. Statutory defect and performance claims remain unaffected by this liability provision.

21. Declarations, applicable law and dispute resolution

Contract-related communications may be made in text form, particularly by email, unless the law requires a specific form. Individual agreements take precedence even without a form specified in these terms.

German law applies. This does not deprive consumers of mandatory protections under the law of their habitual residence where those protections apply under statutory rules. Statutory jurisdiction and venue rules remain in place.

For questions or complaints, contact us at info@neurofunken.de. We are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration body. Statutory information obligations in a specific dispute remain unaffected. If a provision is ineffective, the statutory rules apply in its place. The remainder of the contract continues in accordance with the law.