Terms & Conditions

(1) These terms and conditions govern all contracts for services between Oussama Allali, trading as Ouceal — Digitale Agentur, Uhlandstraße 11, 47877 Willich, Germany (“Ouceal”), and the client (“Client”).

(2) Ouceal provides services exclusively to businesses (entrepreneurs within the meaning of § 14 German Civil Code), legal entities under public law and special funds under public law. No contract is concluded with consumers (§ 13 German Civil Code). By entering into a contract, the Client confirms that it is acting in the course of its commercial or self-employed professional activity.

(3) Deviating, conflicting or supplementary terms of the Client do not become part of the contract unless Ouceal expressly agrees to them in text form. This also applies where Ouceal performs the service without reservation while aware of such terms.

(4) These terms also apply to all future business with the Client without the need for a further reference.

(1) Descriptions of services on the website, in presentations or in other marketing materials are non-binding and do not constitute a binding offer.

(2) Following an initial call, Ouceal issues an individual written quote. Unless stated otherwise, the quote is valid for 14 calendar days from receipt.

(3) The contract is concluded once the Client accepts the quote in text form (email is sufficient) or Ouceal confirms the engagement in text form.

(4) The scope of work is defined exclusively by the individual quote and the project brief referenced therein. These terms apply in addition. In the event of conflict, the individual quote prevails over these terms.

(1) Ouceal provides services in website development, branding and corporate design, and social media management, as set out in the relevant quote.

(2) Ouceal may engage subcontractors and service providers to perform the work. Ouceal remains the Client's contracting party.

(3) Unless expressly agreed in the quote, the following are not included:

• •costs for domains, hosting, email services and other recurring third-party services
• •licence fees for stock material, fonts, plugins and third-party software
• •advertising, media and ad budgets
• •copywriting, translation, professional photography and video production
• •ongoing maintenance and support after acceptance

(4) Ouceal is free to choose the technical implementation, frameworks and tools used, provided the agreed result is achieved.

(1) The Client provides all content, information and access credentials required for the work in good time, in full and in a usable format. This includes copy, imagery, logos, brand guidelines and access to domains, hosting and social media accounts.

(2) The Client names one point of contact with decision-making authority and ensures that feedback, approvals and change requests are consolidated and provided in text form.

(3) The Client warrants that the content it supplies is free of third-party rights or that it holds the necessary rights of use. The Client indemnifies Ouceal against all third-party claims arising from the use of such content, including reasonable costs of legal defence.

(4) If the Client fails to cooperate in good time, agreed dates shift by the duration of the delay plus a reasonable restart period. Additional effort incurred by Ouceal is charged on a time and materials basis.

(5) If a project is paused for more than 30 calendar days for reasons attributable to the Client, Ouceal may invoice the work completed to date and release the reserved capacity. Work resumes subject to availability.

(1) Stated timeframes are non-binding estimates unless expressly agreed in text form as a fixed date.

(2) Binding dates are conditional on the timely and complete fulfilment of the Client's obligations under clause 4.

(3) In cases of force majeure and other unforeseeable events outside Ouceal's control (for example failure of essential third-party services, or illness where no reasonable substitute is available), deadlines are extended by the duration of the impediment.

(1) The agreed price includes two revision rounds per project phase (concept/design and implementation). A revision round comprises the Client's consolidated feedback in text form and its implementation by Ouceal.

(2) Further revision rounds and work beyond the scope described in the quote are charged on a time and materials basis at the hourly rate stated in the quote. Where no rate is stated, Ouceal's rate applicable at the time of the engagement applies, which Ouceal communicates to the Client before carrying out the work.

(3) Changes and extensions to the scope require agreement in text form. Ouceal informs the Client of the expected additional effort and any schedule impact before proceeding.

(4) A fundamental change of direction after a project phase has been approved constitutes a change of scope under paragraph 3 and not a revision round.

(1) Where the service has the character of a work product, it is subject to acceptance. Ouceal notifies completion in text form and requests acceptance.

(2) The Client reviews the work within ten business days of receiving the acceptance request and either declares acceptance or reports defects in text form with a specific description.

(3) The work is deemed accepted if the Client does not report defects within that period, or if the Client uses the work productively — in particular by making a website publicly available or using delivered design assets commercially.

(4) Acceptance may not be refused on the grounds of insignificant defects. Such defects are remedied under clause 10.

(5) Parts of the work that can be used independently may be accepted separately.

(1) The fee agreed in the quote applies. Ouceal is a small business within the meaning of § 19 German VAT Act; VAT is not charged and not shown separately.

(2) Unless the quote provides otherwise, fees fall due as follows:

• •50% deposit on conclusion of the contract — the project starts once payment is received
• •50% on completion, before go-live or handover of the final files

(3) Invoices are payable in full within 14 calendar days of the invoice date.

(4) In the event of late payment, Ouceal may charge default interest of nine percentage points above the base rate plus a flat fee of €40 pursuant to § 288(5) German Civil Code. The right to claim further damages caused by the delay is reserved.

(5) If the Client is more than 14 calendar days late with a payment that has fallen due, Ouceal may, after prior notice, suspend further work and withhold go-live or handover until payment is received.

(6) The Client may set off only against undisputed claims or claims established by final court decision. A right of retention applies only to claims arising from the same contractual relationship.

(7) For recurring services (for example retainers or maintenance), the agreed monthly fee is payable in advance at the beginning of each month.

(1) All rights of use in the work produced by Ouceal transfer to the Client only upon payment of the agreed fee in full. Until then, any use is revocable.

(2) Upon payment in full, the Client receives a simple, non-exclusive right of use in the approved and delivered work, unlimited in time and territory, for the contractually agreed purpose, including the right to modify and develop it further.

(3) This does not include rights in drafts, concepts and variants not selected by the Client. Those remain with Ouceal.

(4) In reusable components — in particular frameworks, libraries, components, code modules, scripts and Ouceal's internal tooling — the Client receives a simple, non-exclusive right of use within the scope of the project. Ouceal remains entitled to continue using these components, including for other clients.

(5) Third-party content (stock material, fonts, plugins, software) is governed exclusively by the licence terms of the respective provider. The Client acquires the necessary licences itself or bears their cost.

(6) Transferring the rights of use to third parties, or exploiting the work outside the agreed purpose, requires Ouceal's prior consent in text form.

(1) Ouceal performs the work in accordance with recognised technical standards and the state of common browsers and devices at the time of acceptance.

(2) In the event of defects, Ouceal is first entitled to remedy them. If two attempts to remedy fail, the Client has its statutory rights.

(3) The warranty period is twelve months from acceptance. This does not apply in cases of intent, fraudulent concealment, gross negligence, or claims arising from injury to life, body or health; statutory periods apply in those cases.

(4) No warranty is given for impairments caused by:

• •changes made to the work by the Client or a third party
• •improper use, or a hosting or system environment chosen by the Client
• •subsequent updates to browsers, operating systems, platforms or third-party services
• •failure, modification or discontinuation of third-party services and interfaces
• •content and specifications supplied by the Client

(5) Ouceal owes a professionally executed work product, but not commercial success. No particular search engine ranking, reach, engagement rate, number of enquiries, conversion rate or revenue is owed or warranted.

(1) Ouceal is liable without limitation for intent and gross negligence, for fraudulent concealment of a defect, for injury to life, body or health, to the extent of any guarantee given, and under the German Product Liability Act.

(2) In cases of ordinary negligence, Ouceal is liable only for breach of a material contractual obligation — an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the Client may regularly rely. In such cases liability is limited to the foreseeable damage typical for this type of contract, and in any event to the net fee agreed for the engagement concerned; for continuing obligations, to twelve months' fees.

(3) Any further liability for ordinary negligence is excluded.

(4) For loss of data, Ouceal is liable only up to the effort that would have been required for recovery had the Client maintained proper and regular backups. The Client is responsible for backing up its own data.

(5) Ouceal is not liable for content supplied by the Client or added by the Client after acceptance, nor for its legal admissibility.

(6) The above limitations of liability also apply in favour of Ouceal's legal representatives, employees and vicarious agents.

(1) Project contracts end upon complete performance and acceptance of the work.

(2) Contracts for recurring services (for example ongoing support, maintenance, social media management) have a minimum term of three months and then renew by one month at a time unless terminated in text form with 14 calendar days' notice to the end of the current term.

(3) The right of either party to terminate for good cause remains unaffected. Good cause exists for Ouceal in particular where the Client is significantly in arrears with payment or fails to meet material obligations to cooperate despite a deadline being set.

(4) If the Client terminates a contract for work before completion for reasons not attributable to Ouceal (§ 648 German Civil Code), Ouceal retains its claim to the agreed fee less expenses saved. Expenses saved are assessed at a flat rate of 20% of the fee attributable to the part of the work not yet performed. The Client remains free to prove that Ouceal saved a greater amount; Ouceal remains free to prove that it saved less.

(5) Notice of termination must be given in text form.

(1) After acceptance, Ouceal may name the Client as a reference and present the work produced, together with the Client's name and brand, in its own portfolio, on its website, in presentations and on social media.

(2) The Client may object to such use at any time in text form. Material already published is then removed within a reasonable period.

(3) Ouceal may place a discreet, linked credit on websites it produces. The Client may request its removal.

(1) Both parties treat all non-public information about the other party obtained in the course of the engagement as confidential and use it solely to perform the contract.

(2) This obligation continues beyond the end of the contractual relationship for as long as the information has not become public knowledge.

(3) Disclosure to engaged subcontractors is permitted to the extent necessary for performance and provided they are bound to equivalent confidentiality, as is disclosure required by law or by a public authority.

(1) Both parties comply with applicable data protection law, in particular the GDPR.

(2) Information on Ouceal's processing of personal data is set out in the privacy policy at ouceal.com/privacy.

(3) Where Ouceal processes personal data on behalf of the Client in the course of the engagement, the parties conclude a separate data processing agreement under Art. 28 GDPR.

(1) These terms and all contracts based on them are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) If the Client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Ouceal's place of business. Ouceal is additionally entitled to bring proceedings at the Client's general place of jurisdiction.

(3) Amendments and additions to these terms and to contracts based on them must be made in text form. This also applies to any waiver of this text form requirement.

(4) Should any provision of these terms be or become wholly or partly invalid, the validity of the remaining provisions is unaffected. The statutory provision takes the place of the invalid one.

(5) Ouceal is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

(6) This English version is a translation provided for convenience. In the event of any discrepancy, the German version of these terms (ouceal.de/agb) prevails.