General terms and conditions

Last updated: 24 October 2026 · Version: agb-2026-10-24

Incomplete versions are not offered for conclusion. Prices, allowances, terms and instalment dates and support times are agreed in the individual quotation; section 5 sets the payment terms.

1. Parties and scope

The provider is Simon Festl, trading as “Fesity”, Junkersstr. 20, 93055 Regensburg, Germany. These terms apply exclusively to businesses within section 14 BGB, public legal entities and special public funds. Customers act for their business and confirm their authority to represent it. The order of precedence is: individual agreement, quotation, service description, then these general terms. The quotation expressly identifies intended deviations from the service description or these terms, such as hourly billing instead of a fixed price. Free portal use is governed independently by the portal terms. These general terms apply to paid services only where separately incorporated into the specific quotation; the data processing agreement takes precedence only for processing on behalf of the customer that it governs. This precedence does not extend to Fesity’s own account and contract administration. Other terms require express agreement.

2. Formation and types of service

A free account does not place a paid order. Paid orders require acceptance of a specific quotation in text form, including an appropriately labelled portal approval where the text-form requirements in section 10 are met. The quotation and service description specify results, limits, dates, cooperation, price and billing. Only authorised representatives may approve paid orders; a technical team role alone does not confer authority.

Consulting without a promised completed result is a service: competent advice is owed, without a promise of economic success. A completed written concept with agreed results and verification criteria is a distinct work product, subject to acceptance under section 4, as is implementation. The quotation separates consulting time from promised results. Implementation has a fixed price per agreed result and acceptance criteria. We set everything up in the customer's own accounts. The accounts belong to the customer; Fesity is only invited. Care on request is optional and owed only where expressly agreed in the quotation or order. Without a separate agreement, Fesity does not promise ongoing operation of the installed customer solutions. Where care is ordered, the quotation identifies the checks, maintenance, response times and backups undertaken and their limits. Statutory defect rights apply independently of care. Changes require a new quotation and consent before execution. Legal and tax advice are excluded.

3. Cooperation and confidentiality

The customer appoints responsible contacts and supplies agreed information, lawful access, test data and decisions on time. Personal data in customer content and professional secrets may be supplied only after the required agreements; own contact details for initiating business follow section 8. Missing cooperation extends dates by the evidenced reasonable delay. Statutory claims, including section 642 BGB, remain unaffected; additional services require prior agreement.

Both parties protect confidential information, use it only for performance and bind involved persons accordingly. Exceptions cover demonstrably public, lawfully previously known or independently developed information and mandatory disclosure. Business and professional secrets remain protected after termination. Holders of professional secrets require a separate confidentiality agreement.

4. Acceptance and defects

After completing a work product, including a concept owed as a completed result, the provider requests inspection and acceptance in text form against the agreed criteria. The quotation provides a reasonable inspection period. Scope approval and go-live approval are separate decisions. They constitute legal acceptance only where the completed work, declaration of acceptance and its meaning are clearly identified; a portal status alone is insufficient. The customer may refuse acceptance within the period by identifying at least one defect, preventing deemed acceptance. No special evidentiary or documentation hurdles apply. Rights and reservations under section 640(3) BGB remain unaffected. Minor defects do not prevent acceptance and must still be remedied. Deemed acceptance follows section 640(2) BGB exclusively. Mere use or silence on a version change does not replace approval. Approvals record person, version and time.

Statutory rights apply to defects. The provider receives an opportunity to remedy them. Customer modifications or third-party faults do not automatically exclude liability; cause and assumed contractual responsibility are decisive. No different limitation period is set here.

5. Remuneration, usage costs and budget alerts

Net prices in the accepted quotation or order apply, plus statutory VAT. It specifies scope, price, optional care, remaining hours, budget and billing. Registration and signing a data processing agreement do not place a paid order. Treatment of unused hours must be expressly agreed; there is no expiry without express agreement.

A budget for Fesity’s own remuneration is agreed per quotation; recurring remuneration is stated per month and workflow. No amount above this budget is charged without express consent in text form. Continued technical operation does not increase Fesity’s remuneration claim. Additional services and price changes require prior express agreement.

Third-party usage costs, such as AI, telephony or cloud costs, are always billed directly to the customer’s own billing account with the provider. Fesity does not invoice these usage costs or assume a budget for them. Figures in the quotation are non-binding example calculations only, stating assumptions about usage, period and provider prices, without a cost guarantee. The budget limit for Fesity’s remuneration does not limit third-party claims.

For every installation, Fesity sets up cost or budget alerts in the customer’s own provider account as standard, where supported by that service. The quotation states the alert threshold, reference amount and period, and recipients at the customer; any service without alert support is identified in the quotation. Setup is a cost-control service, without a cost guarantee or assumption of costs. Alerts do not automatically limit usage; notifications and cost reporting may be delayed. An automatic stop is promised only where implementation and testing are documented and it is expressly agreed in the quotation. The customer pays usage costs directly to the provider. Statutory liability remains unaffected.

Invoices are payable net within 14 days of receipt, without any cash discount. Instalments require express agreement in the quotation: a flat surcharge of 2% of the agreed net amount applies to 3 instalments and 4% to 6 instalments. This is a flat surcharge, not an interest rate. The total including the surcharge is divided by the number of instalments and rounded to cents; the final instalment absorbs the rounding remainder. Example: EUR 2,500 net becomes EUR 2,550 net with 3 instalments, i.e. 3 × EUR 850. The quotation sets the instalment dates and invoiced portions; each invoice is payable net within 14 days. Statutory rules on maturity and acceptance of work remain unaffected.

Late payment is subject to statutory B2B default interest under section 288(2) BGB and the EUR 40 flat fee under section 288(5) BGB. The flat fee is credited against any damages owed for recovery costs.

6. Term, termination and switching

Consulting and implementation run until the agreed service is provided; statutory termination rights remain unaffected. The quotation or order sets the term and notice period of expressly agreed care. Termination for cause remains available. Notices may be given in text form. The portal terms govern the free account.

Fesity provides the free collaboration portal as its own service. The Switching and export schedule – portal governs export, assistance, continuity, termination and deletion as a schedule to the separate portal agreement. The German version exists in the same version. Each additional data processing service offered by Fesity requires a service-specific schedule with complete data categories and interfaces before contract formation. Before acceptance, the relevant schedule is provided with the contractual documents in the agreed contract language and expressly incorporated.

Merely installing a solution in customer accounts is distinguished from providing a data processing service by Fesity; the actual agreed service is decisive. Statutory rights under Articles 23–31 Data Act remain unaffected, including for free services. Bespoke services are not exempt as a whole. An Article 31 exception is applied only where its statutory conditions are met, only within its limited scope, and is explained for the specific service before contract formation.

7. Usage rights

Customer data is processed only for agreed purposes. From handover, the customer receives a provisional non-exclusive right to use individually created results for testing, acceptance and the agreed operational start. Upon full payment of the remuneration for the particular result, the customer receives a non-exclusive, transferable right, unlimited in time and territory, to use and modify individually created results, including use by commissioned third parties and access to agreed source code and documentation. Exclusive rights may be agreed in the quotation. This does not create statutory data rights.

Pre-existing tools, libraries and templates remain with their rights holders. The customer receives a permanent non-exclusive right to use Fesity’s own tools and templates for the agreed use to the extent incorporated into the result, including provisional use from handover. The provider secures rights necessary for promised use. Before contract formation, the quotation identifies material third-party components, ongoing licence costs, restrictions, operational dependencies and the source code and workflow files, documentation and handover date to be provided. Third-party and open-source licences are disclosed before inclusion. Unagreed restrictions do not reduce promised rights; third-party software rights are limited to those expressly described. Only the Fesity portal for collaboration operated by Fesity is available for the term of the separate free portal agreement. This time limit does not apply to a portal individually built for the customer; the result rights above apply to that portal. The end of an order or care does not end that portal agreement. Confidential customer information is not reused; references require separate consent.

8. AI and data protection

The portal supports customer–Fesity collaboration: orders, project documents, messages and approvals of quotations and deliverables. Agent approvals, autonomy levels and action logs for an automated customer process belong in the respective customer solution. AI support and human approval points are described per workflow there. The default is preparation by software with human approval. Further autonomy requires express agreement per workflow. AI may produce errors and incomplete answers; prescribed approvals require professional review. Statutory duties and liability for the provider's own breaches remain unaffected. Legal advice is not provided. Warnings about possible AI errors do not restrict agreed characteristics, acceptance criteria, owed results or statutory defect rights.

Fesity acts as controller for its own account, access and contract administration and its own contractual communication, as described in the portal privacy notice. Personal data in customer content is instead processed on the customer’s instructions as processor within the agreed scope. The data processing agreement governs that processing and does not replace a legal basis for Fesity’s own administrative purposes.

Personal data in customer content may be processed only after an effective data processing agreement with specific schedules has been evidenced and assigned to that organisation. Before then, own contact details for initiating business, non-personal company and process information, and approved demo data without personal data are permitted; these must not contain third parties’ personal data or professional secrets. External agreements must also be checked and assigned to the processing scope in advance.

AI processing of customer content takes place only in the EU regions agreed per service, without training third-party models; direct US model endpoints remain excluded. This does not promise exclusively EU processing for email delivery, provider logs or support. Actual storage locations, recipients and any third-country transfers must be identified before processing in accordance with the privacy notices and, for processing on behalf of the customer, the specific data processing schedules, with safeguards under Articles 44 et seq. GDPR. Unevidenced processing routes must be clarified before use.

The service annex identifies each AI system's purpose, provider/operator roles, risk classification and approval points. Direct AI interaction is disclosed at its start at the latest. Required machine-readable labels and synthetic-content notices follow the statutory role; exceptions require system-specific justification. Contract labels alone do not alter legal roles. Solely automated decisions with legal or similarly significant effects are outside the described quotation and require separate legal and technical review before extension.

9. Liability

Unlimited liability applies to intent, gross negligence, injury to life, body or health, assumed guarantees and mandatory statutory liability. For slight negligence, liability for essential contractual duties is limited to foreseeable damage typical of the contract. Such duties enable proper performance and may regularly be relied upon by the customer. Expressly unlimited liability remains unaffected. Claims under Article 82 GDPR remain unaffected.

Backup duties follow the specific quotation; the provider's own breaches are not automatically assigned to the customer.

10. Final provisions and changes

German law applies, excluding the CISG where permitted. Regensburg is the agreed jurisdiction where both parties are merchants, public legal entities or special public funds (section 38 ZPO). Business status alone is insufficient. Otherwise statutory jurisdiction applies, with separately permitted agreements unaffected. Text form under section 126b BGB suffices unless mandatory stricter form applies: a readable declaration identifying its maker on a durable medium. For paid acceptance, the declaration and the specific accepted quotation, including schedules and the incorporated general terms version, must be capable of being retained and reproduced unchanged for an appropriate period. Statutory rules replace invalid terms (section 306 BGB).

New versions are made available with their contents and version identifier and require express consent; login or silence does not amend a contract. Existing paid contracts are not amended retroactively by a general portal click. Rejected changes leave existing contracts governed by their previous terms.