Terms & Conditions
General Terms and Conditions in the Business Environment (B2B T&C)
of DYNAMYA Group LLC, 3833 Powerline Road - Suite 201-D, FL 33309 Fort Lauderdale
- hereinafter referred to as "DYNAMYA" -
§ 1 Conclusion of Contract
1.1 These terms and conditions exclusively apply to contracts with DYNAMYA. Any differing terms in the general terms and conditions of the customer are hereby expressly rejected.
1.2 Offers from DYNAMYA in brochures, advertisements, etc., including price information, are non-binding and subject to change unless an express commitment is provided.
1.3 DYNAMYA conducts research and calculations carefully for its work, which may require some time. Therefore, the customer is bound to their order for 14 days. If DYNAMYA does not decline acceptance within seven days of receipt, the confirmation is deemed granted.
1.4 Oral collateral agreements are invalid. Changes to the terms require written form.
1.5 The fulfillment of a performance period depends on the timely receipt of supplies.
§ 2 Scope of Services
2.1 DYNAMYA offers the following services:
- Creation, customization, and maintenance of websites
- Setup and maintenance of content management systems (CMS)
- Website optimization (SEO)
- Hosting
- Additional graphic services
- Consulting on usability and accessibility
- Training
2.2 DYNAMYA provides services based on the client's wishes and specifications. Installation, configuration, introduction, and training are only part of its obligations if agreed. Change and extension requests must only be considered if technically necessary to fulfill the contract’s purpose.
2.3 If DYNAMYA provides additional services outside the contractual agreement free of charge, these may be discontinued at any time without entitling the customer to a reduction, damages, or termination right.
2.4 If DYNAMYA must significantly adjust its contractual obligations to meet customer requirements, it may charge the customer for any additional effort, especially for the extensive review of changes or extensions.
2.5 DYNAMYA is entitled to partial deliveries, provided they are reasonable for the customer.
2.6 DYNAMYA may modify, reduce, or supplement services or suspend access to certain services if this does not or only insignificantly impairs the contract’s purpose. Customers will be informed promptly.
2.7 The customer is advised that operating a website involves legal obligations. Non-compliance may lead to civil and criminal consequences. Key responsibilities include:
- Provider identification per § 5 TMG
- Information obligations under § 312c BGB (Distance Contracts)
- Information obligations under § 312e BGB (Electronic Commerce)
- Link auditing obligations
- Auditing obligations for forum, blog, and chat room content
- Compliance with media regulations
- Protection of third-party copyrights and trademarks (see usage rights)
2.8 The customer is solely responsible for complying with these obligations. Should DYNAMYA incur damages due to the customer’s breach of these duties, DYNAMYA may claim damages.
2.9 DYNAMYA offers services 24/7. Necessary operational interruptions for preventive maintenance will be announced as early as possible. DYNAMYA will resolve technical issues promptly within technical and operational possibilities.
§ 3 Prices and Payment
3.1 The listed prices at the time of delivery apply. Fixed prices are valid only if specified in individual agreements without price adjustment possibilities or a time limitation.
3.2 Prices do not include VAT. Shipping, installation, training, and other ancillary services are not included unless otherwise agreed.
3.3 Additional services not in the price list or offer are charged separately, especially:
- Data provision in non-digital form
- Necessary and reasonable third-party services
- License management
- Testing, research, and legal assessments ordered
- Services outside business hours
3.4 If the customer defaults on payment, they are subject to default interest of 8% above the base interest rate, effective immediately without a reminder.
3.5 DYNAMYA reserves the right to apply payments initially to older debts. If collection costs are incurred, payments will be allocated first to those costs, then to interest, and lastly to the primary amount.
3.6 DYNAMYA may require an advance payment of half the total contract value for web design or programming services.
3.7 The customer may offset DYNAMYA’s claims only with undisputed or legally established claims. The right to retain performance applies only for claims arising from the same contractual relationship as the retention right.
3.8 If a significant service disruption lasts more than a week and affects more than one business day, the customer may reduce monthly fees and charges from the time of impairment until resolution if:
- The customer cannot access the DYNAMYA infrastructure through no fault of their own, impacting contractually agreed services.
- Service use is substantially hindered or becomes impossible.
3.9 No reduction applies for service disruptions outside DYNAMYA’s control or during necessary operational interruptions per these T&Cs.
§ 4 Deadlines, Timelines, and Performance Hindrances
4.1 Delivery dates or deadlines, whether binding or non-binding, require written agreement.
4.2 If DYNAMYA’s performance depends on customer cooperation, the delivery time extends by the period the customer has not fulfilled their obligations.
4.3 Delays caused by:
- Customer changes to requirements
- Inadequate conditions in the application environment (hardware or software deficiencies unknown to DYNAMYA)
- Issues with third-party products (e.g., software from other IT manufacturers) will result in a corresponding extension of delivery or performance deadlines. 4.4 DYNAMYA is not liable for delays due to labor disputes, force majeure, or other unavoidable circumstances. 4.5 Any significant changes or additions requested by the customer invalidate dates and deadlines based on the original contract.
§ 5 Acceptance
5.1 The customer shall promptly accept DYNAMYA’s services once DYNAMYA confirms readiness for acceptance. 5.2 Services are considered accepted if:
- DYNAMYA has notified readiness, mentioning the importance of timely acceptance, and the customer does not declare acceptance within 20 business days or does not refuse with detailed reasons for non-acceptance.
- The customer makes the website or its parts publicly accessible without further inspection or instructs DYNAMYA to do so, provided the non-acceptance is not due to a substantial defect in DYNAMYA’s services. 5.3 If readiness is not notified, acceptance is assumed once the customer could reasonably be expected to acknowledge the services.
§ 6 Duty to Cooperate
6.1 The customer shall provide necessary data, particularly content for websites, in digital format and on time.
6.2 Drafts and test versions provided for review within a set deadline are considered approved if DYNAMYA receives no correction requests by the deadline.
6.3 The customer is responsible for sufficient resources and information as part of their duty to cooperate, including ensuring access to knowledgeable staff, adequate system capacities, storage, processor power, and network capacities.
6.4 If necessary, the customer will provide a test environment with current software corresponding to the operational environment.
6.5 The customer must notify DYNAMYA immediately of any errors or functionality impairments, including specifying the issue and providing contact details of the reporting staff member.
6.6 The customer must ensure a trouble-free operation for remote maintenance and upkeep, especially stable data lines and interfaces.
6.7 The customer agrees to use DYNAMYA’s services responsibly and to:
- Inform DYNAMYA immediately of changes to the contract basis.
- Not misuse access to DYNAMYA’s services or engage in illegal activities. Unauthorized actions include:some text
- Misuse of other users’ services,
- Unauthorized use of uncontracted DYNAMYA services,
- Decrypting or altering passwords, emails, files, etc., of other users or the system operator,
- Unauthorized distribution of licensed application software,
- Disruption or blocking of communication services, such as by overloading.
- Comply with all legal requirements, particularly:some text
- Refraining from accessing or distributing illegal content, especially child abuse material or other criminal content.
- Ensure that DYNAMYA is not held liable for damages arising from the customer’s misuse or legal violations.
§ 7 Usage Rights
7.1 DYNAMYA grants the customer a simple (or exclusive, except for DYNAMYA), non-transferable usage right. If DYNAMYA designs the customer’s online presence, the usage purpose is limited to internet use. The customer acquires this right upon full payment.
7.2 At DYNAMYA's request, the customer must provide a written report on the scope of usage.
7.3 DYNAMYA assumes that the customer's provided templates do not infringe third-party rights or that the customer has the necessary usage rights for the project.
7.4 DYNAMYA may use third-party licenses for the website, which may have usage restrictions. These restrictions could lead to license material becoming unavailable or subject to different terms beyond DYNAMYA's control. DYNAMYA will strive to find similar material if necessary.
7.5 DYNAMYA may invoice the customer for third-party license materials with a 5 EUR service fee. Further disclosures of third-party licensed website components will not be provided.
7.6 The customer may only use third-party licensed material with the website. If DYNAMYA faces claims due to misuse of licensed material, the customer will be liable for any resulting damages.
7.7 The customer must inform DYNAMYA of any unlawful usage of licensed material and support legal action against violators or assist DYNAMYA in such actions.
7.8 If the customer becomes aware of third-party claims (e.g., by receiving a cease-and-desist letter), they must notify DYNAMYA immediately.
7.9 Direct or indirect use of DYNAMYA services by third parties is not permitted. The customer may not resell or lease the services. They are responsible for ensuring that third parties comply with the contract as they would themselves.
7.10 The customer must pay for all costs incurred under their access rights, even if unauthorized by third parties, unless they can prove the breach occurred by circumventing DYNAMYA's safeguards without the customer's involvement.
§ 8 Copyright Notices and Reference Proof
8.1 The customer grants DYNAMYA the right to place DYNAMYA's logo in the website's imprint and link it to DYNAMYA's website. Copyright notices and other legal reservations must remain unchanged, particularly any copyright information in the source code.
8.2 DYNAMYA reserves the right to use completed works, even those based on customer templates, for presentation purposes, including adding the customer's website to a reference list and linking it.
§ 9 Warranty
9.1 DYNAMYA will repair or replace defective deliveries or services within a 12-month warranty period starting from delivery or acceptance. Minor defects will be corrected free of charge, while additional efforts are billed separately.
9.2 The customer will promptly implement error corrections and comply with reporting duties (§ 6).
9.3 Multiple corrections may be necessary under unfavorable conditions. Defects are defined as deviations from agreed design and functionality that impair intended use.
9.4 Claims do not exist for minor defects that do not significantly affect agreed use.
9.5 If corrections fail within a set period, the customer may rescind the contract or reduce the purchase price.
9.6 The customer must report obvious defects within 10 business days after delivery. Non-obvious defects must be reported within 10 days of discovery. Otherwise, no claims may be made based on these defects. The defects and any error messages should be detailed.
§ 10 Liability
10.1 DYNAMYA is fully liable for legal defects and warranties. Liability under the Product Liability Act remains unaffected.
10.2 DYNAMYA is liable for intentional or grossly negligent breaches, including acts of representatives and vicarious agents.
10.3 For minor negligence, DYNAMYA and its agents are liable only for breaches of essential obligations that jeopardize the contract’s purpose or cardinal obligations, limited to foreseeable, typical damages. Liability for minor negligence in other obligations is excluded.
10.4 These liability limitations do not apply to injury to life, body, and health, defects covered by warranties, or fraudulently concealed defects.
10.5 Liability for data loss is limited to typical restoration costs based on adequate backup measures.
10.6 Liability for delivery and performance disruptions due to minor negligence is excluded unless within DYNAMYA's control.
10.7 These exclusions also apply to DYNAMYA's employees, representatives, and vicarious agents.
10.8 The customer is liable for all consequences and damages to DYNAMYA or third parties due to misuse of DYNAMYA’s services or failure to comply with contractual obligations.
§ 11 Customer's Duty to Backup Data
The customer must protect themselves against data loss. Since installing or changing software may risk data loss, the customer must perform comprehensive backups before any new installation or software change.
§ 12 Data Protection and Confidentiality
12.1 DYNAMYA stores customer data (e.g., address, bank details) electronically for contract management.
12.2 DYNAMYA confirms that employees (freelancers, trainees, interns, etc.) involved in the contract are bound to data confidentiality per § 5 BDSG, and DYNAMYA has taken measures per § 9 BDSG to ensure BDSG compliance.
12.3 Given the potential for misuse in online networks, the customer must take their security measures to protect sensitive data.
12.4 Both parties agree to keep confidential information obtained during the contract confidential. Documents related to software, such as documentation and source code, must be protected against unauthorized access.
12.5 DYNAMYA notes that current technology cannot prevent reproductions of online works, especially graphics or other visual or auditory materials.
§ 13 Termination
13.1 The customer may terminate maintenance contracts at the earliest 12 months after signing. The contract will extend by six months if not terminated in writing three months before the end of the term.
13.2 The right to terminate for good cause remains unaffected. DYNAMYA may terminate without notice if the customer breaches § 7 or is more than one month in arrears with payments.
§ 14 Communication
14.1 The parties acknowledge the effectiveness of declarations of intent communicated via email, subject to the following conditions.
14.2 The email must include the sender's name, email address, date, time, and a representation of the sender's name as the message's signature.
14.3 Unencrypted data transmission on the internet does not guarantee confidentiality. On request, each party will implement a coordinated encryption system, such as PGP.
14.4 An email received under the above conditions is presumed to originate from the other party unless proven otherwise.
14.5 Email as a text form is valid for all regular contractual communications but not for contract terminations, arbitration measures, or declarations requiring a written form.
§ 15 Applicable Law and Place of Performance
15.1 The parties agree that German law applies to all legal relations from this contractual relationship, even in cross-border cases, excluding the UN Convention on Contracts for the International Sale of Goods.
15.2 The place of performance for all mutual services from the contract and the jurisdiction is DYNAMYA's location.
