General Terms & Conditions
7UKI Design Studio
Dirschauerstraße 10A, 10245 Berlin, Germany
Email: contact@7uki.com
Website: 7uki.com
Managing Director / Legal Representative: Manuel Dieguez
Last updated: September 2026
1. Scope of Application and General Provisions
1.1 These General Terms and Conditions ("GTC") apply exclusively to all services, contracts, proposals, deliveries, and business relations between 7UKI Design Studio (hereinafter "Agency") and its clients (hereinafter "Client").
1.2 These GTC apply exclusively to business entities, entrepreneurs, corporate clients, or public law entities within the meaning of Section 14 of the German Civil Code (BGB) (B2B only). The Agency does not offer services to consumers (Section 13 BGB).
1.3 Any conflicting, deviating, or supplementary terms and conditions of the Client shall not form part of the contract unless the Agency explicitly consents to their validity in writing.
1.4 These GTC shall also apply to all future service contracts, one-off builds, and ongoing website maintenance retainers between the Agency and the Client without requiring a repeated explicit reference.
2. Conclusion of Contract and Scope of Services
2.1 All offers and project proposals issued by the Agency are non-binding and subject to change unless explicitly stated otherwise in the offer.
2.2 A legally binding contract is concluded only when the Client signs the proposal/individual project order (*Einzelauftrag*) or provides a written confirmation via email, or when the Agency begins execution of the services.
2.3 The exact scope, milestones, deliverables, and remuneration of the services are exclusively determined by the individual written proposal or contract. Any subsequent changes, additions, or expansions of the scope require written agreement by both parties and may be subject to additional billing.
3. Client Cooperation Duties (Mitwirkungspflichten)
3.1 The Client is obligated to provide the Agency with all materials, content, text, data, branding guidelines, access credentials, and specific information necessary for the execution of the project in a timely, complete, and digital manner.
3.2 Delay by the Client in providing required assets or feedback will result in a corresponding shifting of all agreed project milestones and delivery dates. The Agency is not liable for project delays caused by the Client's failure to cooperate.
3.3 The Client guarantees that all materials provided to the Agency (e.g., text, images, fonts, videos, trademarks) are free from third-party rights and comply with applicable laws. The Client shall fully indemnify and hold the Agency harmless against any third-party claims resulting from a breach of this clause.
4. Execution Phases, Revisions, and Scope Creep
4.1 Project execution for brand identities and website design/development is structured in milestone phases as outlined in the individual proposal.
4.2 Unless explicitly agreed otherwise in writing, the Client is entitled to a maximum of two (2) rounds of revisions (Korrekturschleifen) per design or concept phase. Requests for revisions must be submitted clearly and comprehensively in writing within five (5) business days of receiving the draft.
4.3 Any additional feedback rounds, structural re-designs after a phase has been approved, or additional features requested after contract conclusion constitute "Scope Creep" and will be billed separately at the Agency's standard hourly rate of €150 (plus VAT), unless a fixed price is agreed upon.
5. Acceptance of Work (Abnahme) for Website Development
5.1 Upon completion of a website build or a major functional component, the Agency will provide the Client with a digital staging link or staging environment for evaluation.
5.2 The website build falls under the legal definition of a contract for work (Werkvertrag). The Client is obligated to formally inspect and declare acceptance (Abnahme) of the website within seven (7) business days from delivery of the staging link, provided that the build matches the agreed specifications and displays no material defects.
5.3 If the Client fails to declare acceptance or fails to report specific material defects in writing within this seven-day period, the website shall be legally deemed accepted (Fingierte Abnahme pursuant to Section 640 Abs. 2 BGB).
5.4 Minor, non-material bugs or cosmetic deviations that do not disrupt the core functional operation of the website do not entitle the Client to refuse or delay acceptance. Such minor bugs will be resolved during the final optimization phase.
6. Website Maintenance Retainers and Service Contracts
6.1 Maintenance retainers and ongoing support agreements fall under the legal definition of service contracts (Dienstvertrag). The Agency owes the professional execution of regular services (e.g., updates, backups, monitoring) but does not owe a specific technical result or permanent 100% website uptime.
6.2 Unless explicitly defined otherwise in an individual Service Level Agreement (SLA), inquiries and technical updates will be handled during regular business hours (Monday to Friday, 09:00 - 17:00 CET, excluding German public holidays) within a standard response window of 24 to 48 hours.
6.3 Expiry of Hours: If the maintenance retainer includes a fixed number of monthly service hours, these hours must be utilized within the respective calendar month. Unused hours expire at the end of each month and cannot be rolled over, accumulated, or refunded.
6.4 Duration and Termination: Ongoing maintenance retainers are entered into for an indefinite period. Unless a specific fixed term is set in the proposal, they can be terminated by either party with a written notice period of thirty (30) days to the end of a calendar month.
7. Fees, Payment Terms, and Default
7.1 All prices quoted by the Agency are net prices in Euros (€) and are subject to the applicable statutory German value-added tax (VAT / MwSt.).
7.2 Unless an alternative milestone plan is explicitly defined in the proposal, the default payment structure for one-off builds is:
- 50% upfront deposit upon contract conclusion before work begins.
- 50% final payment upon completion of the project / before live deployment.
7.3 Invoices are due and payable without deductions within fourteen (14) days from the invoice date.
7.4 If the Client defaults on payment, the Agency reserves the right to immediately suspend all ongoing work, revoke temporary staging access, or pause maintenance services until all outstanding balances are fully paid. The Client shall bear all interest and legal default fees.
8. Retention of Title and Granting of Usage Rights (Nutzungsrechte)
8.1 Retention of Title: All physical assets, creative designs, files, and website codes remain the exclusive intellectual property of the Agency until all outstanding invoices related to the project have been paid in full by the Client.
8.2 Granting of Rights: Upon full and final settlement of all financial claims, the Agency grants the Client a non-exclusive, spatially unrestricted, and perpetual right to use the finalized brand assets, design layouts, and custom code for the purpose intended by the contract.
8.3 Source files (e.g., raw Figma files, layered design documents, uncompiled code repositories) remain the property of the Agency and are not included in the standard delivery unless explicitly purchased by the Client in writing.
8.4 The Agency reserves the right to showcase the finalized project, branding materials, and website screenshots in its own portfolio, case studies, and social media channels for marketing purposes, unless a non-disclosure agreement (NDA) explicitly prohibits it.
9. Third-Party Licenses, Software, and Plugins
9.1 The Client is solely responsible for acquiring and funding all necessary third-party commercial licenses required for the operation of the website or brand identity (e.g., commercial web fonts, stock imagery, CMS subscriptions, premium platform fees, third-party hosting, and premium design plugins).
9.2 The Agency shall inform the Client of required third-party fees prior to deployment. The Agency is not liable for legal or technical issues caused by expired licenses, software updates initiated by third parties, or platform-side architectural modifications (e.g., changes to Webflow, Shopify, or WordPress core systems).
10. Liability and Warranty
10.1 The Agency is liable for damages caused by intent or gross negligence. For slight negligence, the Agency is only liable for breaches of material contractual duties (Kardinalpflichten), with liability strictly limited to the typical, foreseeable damage at the time of contract conclusion.
10.2 To the maximum extent permitted by law, the Agency's financial liability for any individual project or claim is capped at the total net remuneration paid by the Client for that specific contract or build.
10.3 The Agency is not liable for data loss, service interruptions, or cybersecurity breaches if the Client handles the hosting independently or fails to purchase recommended security updates and maintenance agreements.
10.4 The Client is solely responsible for ensuring that the website, brand identity, and legal texts (e.g., Imprint, Privacy Policy, Cookie Consents) comply with local legal regulations (such as GDPR / DSGVO or German competition law). The Agency does not provide legal advice.
11. Final Provisions, Jurisdiction, and Severability
11.1 The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with contracts governed by these GTC is Berlin, Germany.
11.3 Should individual provisions of these GTC be or become legally invalid, ineffective, or unenforceable, the validity of the remaining provisions shall remain completely unaffected. The invalid provision shall be replaced by a valid provision that closest reflects the economic and legal intent of the original term.