terms / terms of service.

1. Eligibility

These Terms govern services provided by gsant.net / Gabriel Santini and apply exclusively to business customers within the meaning of Section 14 of the German Civil Code (BGB). A business customer is any natural or legal person, or partnership with legal capacity, acting in the exercise of its commercial or independent professional activity when entering into the contract.

By accepting a quote, confirming services in writing, signing an acceptance document, or replying by email to confirm engagement, the Client represents and warrants that it is acting as a business customer, is not a consumer within the meaning of Section 13 BGB, and that the person accepting on the Client's behalf is authorized to bind the Client contractually.

No separate declaration, checkbox, or additional confirmation is required. Consumer protection provisions applicable to consumer contracts under German law, including withdrawal rights, do not apply to engagements governed by these Terms.

The Provider may withdraw from a contract with immediate effect and without liability if it becomes apparent that the Client is not a business customer within the meaning of Section 14 BGB. Services already performed remain payable at the applicable rate.

2. Scope of Services

Services provided under gsant.net include, but are not limited to, marketing and digital communication services, visual identity and branding, graphic design, editorial design, poster and campaign design, digital and print assets, creative direction, web development, website implementation, analytics and data platform implementation, automation, AI integrations, IT consulting, technical advisory, hosting and infrastructure configuration, domain and DNS work, email system configuration and migration, troubleshooting, technical support, and related consulting services.

The specific scope for each engagement is defined in writing through proposals, quotations, project documentation, statements of work, or confirmed email correspondence. If a project-specific agreement conflicts with these Terms, the project-specific agreement prevails.

3. Formation of Contract

A binding contract between the Provider and the Client is formed upon the earliest of written acceptance of a quote or proposal, written confirmation by email or other documented electronic communication, or commencement of services following a documented Client instruction.

Payment of an invoice alone does not constitute contract formation in the absence of prior written acceptance of a quote or other written instruction. These Terms shall be provided to, or made accessible for, the Client no later than the time of the first contractual offer. Acceptance of the offer constitutes acceptance of these Terms.

4. Client Responsibilities

The Client shall provide accurate, complete, and timely information, the necessary technical access and authorizations, appropriate backups of critical data before technical operations, active good-faith cooperation during project execution, and a responsible contact person with authority to issue instructions and approvals.

The Provider is not liable for delays, deficiencies, or service failures caused by incomplete information, missing access, or failure to cooperate. Any resulting additional costs may be invoiced to the Client.

5. Responsibility for Client Content

The Client remains solely responsible for all data, content, media, and other materials provided to, or used in connection with, services delivered by gsant.net. The Client represents and warrants that such content complies with all applicable laws, including copyright and intellectual property law, advertising and marketing law, data protection law, and any industry-specific regulation applicable to the Client's business.

The Provider does not review, approve, or guarantee the legal compliance of Client content unless this is expressly agreed in writing. The Client shall indemnify and hold the Provider harmless against third-party claims arising from Client content.

6. Regulatory Compliance

The Client remains solely responsible for ensuring that its business operations, digital activities, and systems comply with all applicable legal and regulatory requirements. Services provided under gsant.net constitute technical implementation and/or consulting and do not constitute legal, tax, financial, or regulatory advice unless expressly agreed in a separate written engagement.

If legal or regulatory advice is required, the Client must obtain it independently from qualified professionals.

7. Third-Party Services

Many services involve third-party platforms or infrastructure, including hosting providers, domain registrars, cloud services, analytics platforms, payment processors, communication tools, and AI or automation services. The Provider will endeavor to select reputable providers and notify the Client of material third-party dependencies where known.

The Provider is not responsible for outages, performance limitations, policy changes, price changes, service discontinuation, or data breaches originating from third-party services. The Client acknowledges that such services are governed by their own terms independently of these Terms.

8. Technical Operations

Certain services may involve technical operations affecting digital infrastructure, including domain transfers, DNS changes, email migrations, hosting migrations, server configuration, and system integrations. The Client acknowledges that such operations may cause temporary service interruptions, DNS propagation delays of up to 72 hours, and transient inconsistencies in system behavior.

Where reasonably practicable, the Provider will schedule disruptive operations outside the Client's core business hours and provide advance notice. The Provider is not liable for ordinary business interruptions that are an unavoidable consequence of agreed technical work.

9. Data Integrity and Backups

The Client is responsible for maintaining complete and current backups of all important data before technical work begins. While the Provider may assist with backup or transfer procedures as part of agreed services, the Provider cannot guarantee against data loss resulting from corrupted or incomplete source systems, failures or limitations of third-party platforms, incomplete or incorrect credentials supplied by the Client, or pre-existing technical issues.

The Provider will exercise reasonable care when handling Client data. Where data loss occurs as a direct result of the Provider's gross negligence or wilful misconduct, liability is governed by Section 12 of these Terms.

10. Data Access and Confidentiality

During performance of the services, the Provider may obtain access to systems, servers, databases, email accounts, and other environments that may contain confidential or personal information. Such access will be limited to what is necessary to perform the agreed services.

The Provider will take reasonable organizational and technical measures to maintain the confidentiality and integrity of Client systems and data. Access credentials supplied by the Client will be stored securely and not shared with unauthorized persons. Access will be relinquished or revoked on completion or termination of the relevant services unless ongoing access is required under a separate agreement.

11. Data Processing (GDPR)

Where services involve the processing of personal data on behalf of the Client as processor within the meaning of Article 28 GDPR, the parties shall enter into a separate Data Processing Agreement before such processing begins.

Unless otherwise agreed in writing, the Provider acts solely as a technical service provider and does not independently determine the purposes or means of processing personal data. The Client remains responsible as controller for ensuring a lawful basis for processing and for fulfilling data subject rights.

A standard DPA is available from the Provider and may also be accessed at https://gsant.net/dpa/.

12. Limitation of Liability

The Provider is liable without limitation for damages caused by intentional misconduct, gross negligence, injury to life, body, or health, liability under the German Product Liability Act, and fraudulent misrepresentation.

For damages caused by ordinary negligence, the Provider is liable only where a material contractual obligation has been breached, meaning an obligation essential to achieving the purpose of the contract and on whose compliance the Client may ordinarily rely. In such cases, liability is limited to foreseeable damages typical for the contract and, in aggregate, to the total fees paid by the Client to the Provider in the twelve (12) months preceding the event giving rise to the claim.

To the extent permitted by mandatory law, liability for indirect or consequential damages, loss of profit, loss of business, or loss of data is excluded where such loss is not caused by intentional misconduct or gross negligence. Nothing in these Terms limits liability in a way prohibited by mandatory German law.

For recurring services billed at a fixed monthly fee, including hosting, maintenance, and similar ongoing services, the Client's sole remedy for service failures not caused by intentional misconduct or gross negligence shall be a pro-rata credit for the affected period, applied to the Client's next invoice.

13. Additional Work and Change Requests

Services outside the originally agreed scope require prior written agreement and may be subject to additional fees. This includes undocumented system complexity not foreseeable at quotation stage, additional migrations or integrations, expanded requirements requested during execution, and consulting or support beyond the original scope.

Where additional work is identified during project execution, the Provider will notify the Client in writing before commencing such work wherever reasonably practicable. Out-of-scope work will not proceed without written approval unless immediate action is necessary to prevent material harm to Client systems. Any such emergency action will be documented and invoiced transparently.

14. Payment Terms

Payment terms are defined in the relevant proposal, quotation, or invoice. Unless otherwise specified in writing, invoices are due within fourteen (14) days of the invoice date and shall be paid by bank transfer to the account stated on the invoice.

The Provider may suspend services if an invoice remains unpaid after the due date following written notice to the Client. In the event of late payment, statutory default interest applies in accordance with Sections 288 and 247 BGB.

For milestone-based projects, the next phase of work may be withheld pending payment of the prior milestone invoice. The Client is not entitled to withhold payment based on warranty claims unless such claims have been acknowledged in writing by the Provider or established by a court of competent jurisdiction.

15. Confidential Information

Both parties shall treat all confidential information exchanged in the course of the business relationship as strictly confidential and shall not disclose it to third parties without prior written consent. Confidential information includes, without limitation, technical specifications, business strategies, pricing information, access credentials, and client data.

This obligation does not apply to information that becomes public through no fault of the receiving party, was already known to the receiving party before disclosure, must be disclosed due to legal obligation or court order, or was independently developed without reference to the confidential information.

The confidentiality obligation survives termination of the contractual relationship for three (3) years.

16. Intellectual Property

Unless otherwise agreed in writing, the Client retains ownership of its own content, data, materials, trademarks, and other pre-existing intellectual property. The Provider retains ownership of all internal methodologies, tools, frameworks, templates, code libraries, working files, design systems, processes, and know-how developed independently of the Client engagement.

Upon full payment of all agreed fees, the Client receives the usage rights expressly agreed for the deliverables created for the Client. Unless otherwise agreed in writing, such rights are granted as a non-exclusive, perpetual right to use the final approved deliverables for the agreed contractual purpose. No exclusive rights, transfer rights, sublicensing rights, or rights of use beyond the agreed purpose are granted unless expressly stated in writing.

Source files, editable working files, open design files, raw production files, drafts, concepts, unused design variants, and preliminary materials are not owed and are not transferred unless expressly included in the agreed scope in writing.

Where third-party components, stock assets, fonts, software, libraries, or other third-party materials are incorporated into deliverables, their use remains subject to the applicable third-party license terms. The Client is responsible for obtaining any licenses required for uses outside the agreed scope unless otherwise expressly agreed.

Unless the Client objects in writing for justified confidentiality reasons, the Provider may identify the Client and display the final published deliverables in portfolios, presentations, case studies, and self-promotional materials.

17. Approval and Acceptance of Deliverables

Where the engagement includes design, creative, web, or other project deliverables, the Client shall review submitted deliverables within a reasonable period and communicate approval or requested corrections in text form. Deliverables are deemed accepted if the Client approves them, uses them commercially, publishes them, sends them to production, or fails to reject them within a reasonable review period after delivery while specifying at least one material defect.

Minor deviations that do not materially impair the agreed use do not entitle the Client to refuse acceptance. Requested changes outside the agreed scope or revision rounds may be treated as additional work under these Terms.

18. Production Materials and Final Checks

Where deliverables are intended for print, publication, advertising, or other production use, the Client is responsible for the final review and approval of content, spelling, legal notices, technical specifications, and production suitability before release, unless the Provider has expressly undertaken such review in writing. The Provider is not liable for errors released by the Client after approval.

19. Termination

Either party may terminate ongoing services, particularly retainer or support arrangements, with thirty (30) days' written notice unless a different notice period is specified in the relevant project agreement.

Either party may terminate with immediate effect in writing if the other party materially breaches these Terms or a project agreement and fails to remedy the breach within fourteen (14) days of written notice, or if the other party becomes insolvent, enters administration, or is subject to insolvency proceedings.

Upon termination, the Client remains liable for payment for all services performed and costs incurred up to the effective termination date. The Provider will return or securely delete Client data upon request within a reasonable period, subject to legal retention obligations.

20. Amendments

The Provider may amend these Terms periodically. The version published at https://gsant.net/terms/ at the time services are confirmed governs the relevant engagement.

Where a material amendment is made, the Provider will notify existing Clients with ongoing engagements by email with at least fourteen (14) days' notice before the amended Terms take effect. Continued engagement following notice constitutes acceptance of the revised Terms.

21. Severability

If any provision of these Terms is invalid, unlawful, or unenforceable under applicable law, that provision shall be severed and the remaining provisions shall remain in full force and effect. The parties will negotiate in good faith to replace any invalid provision with a valid one that most closely reflects the original intent.

22. Governing Law and Jurisdiction

These Terms and all contractual relationships arising from them are governed exclusively by the laws of Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for disputes arising from or in connection with these Terms is the registered place of business of the Provider to the extent permitted by law. The Provider also reserves the right to bring proceedings at the Client's place of business.

23. Contact and Legal Notice

Services are provided by gsant.net / Gabriel Santini. For matters relating to these Terms, including notices of termination or contractual communications, please use the contact details published in the legal notice at https://gsant.net/imprint/.

Contractual notices under these Terms may be given in text form. Email is sufficient unless mandatory law requires a stricter form. For general contractual questions, you may also contact contact@gsant.net.

These Terms were last reviewed and updated on March 5, 2026. The current version is published at https://gsant.net/terms/.