Terms & Conditions

These Terms and Conditions apply to all contracts between David Lemke, trading as miraTEQ, 208/74 Siwalee Lakeview, Moo 7, Soi 22, Serene Lake Road, Tambon Suthep, Amphoe Mueang Chiang Mai, 50200 Chiang Mai, Thailand (the Contractor), and his clients (the Client) for websites, apps and related services, regardless of the country in which the Client is based.

These Terms apply only to businesses within the meaning of Section 14 of the German Civil Code (BGB), that is, persons and companies acting in their trade, business or profession when the contract is concluded, and not to consumers.

Deviating terms of the Client apply only if the Contractor expressly agrees to them in text form. Where the offer or the individual contract says otherwise, it takes precedence over these Terms.

Offers from the Contractor are non-binding. A contract is formed when the Contractor confirms the order in text form (for example by email) or starts work after the Client has accepted an offer. Offers are valid for 14 days from their date unless they state otherwise.

3.1 Website

The Contractor designs, builds and operates a website for the Client as set out in the offer. Unless the offer says otherwise, this includes concept, design, copywriting, development, set-up on the Contractor's server, domain, hosting, SSL, updates and small content changes during the term, such as new prices, photos or opening hours.

3.2 Apps

The Contractor provides his booking system, QR ordering, online shop and other apps for use during the term of the contract, set up for the Client's business. The Contractor develops the apps further for all clients; this does not create a claim to specific new features.

3.3 Online shop

In the online shop, the Client sells in their own name and for their own account. Sales contracts are concluded only between the Client and their customers. The Contractor provides the software; he is neither the seller nor a marketplace and does not receive any buyer's money.

Payments run through the Client's own Stripe account, which is connected to the Contractor's Stripe platform. The Client concludes the contract for this account directly with Stripe during set-up; Stripe's terms apply (Stripe Services Agreement including the Stripe Connected Account Agreement). Payments go straight to this account. Stripe charges its fees to the Client directly; the Contractor takes no fee per sale. The Client permits the Contractor to access the account through the platform as far as the shop requires: creating payments, issuing refunds, and showing payments and chargebacks. The Client bears chargebacks and disputes and settles them with their customers and with Stripe.

The Client is responsible for everything the law requires of a seller, in every country they deliver to: the shop's legal texts (legal notice, terms, withdrawal or cancellation information, privacy policy), price information, product safety and labelling details, registrations such as the LUCID packaging register in Germany or registration as a direct marketing business with the OCPB in Thailand, taxes and customs duties, shipping, statutory warranty and customer service. The Client sells only goods they may sell in the delivery countries and that Stripe does not exclude. The shop includes tools for this, such as the withdrawal function, fields for mandatory information and a connection to a provider of legal texts. The Contractor does not check whether the information is sufficient in the individual case and does not provide legal advice.

The shop creates a receipt for every payment and keeps orders and receipts for the retention period set. The Client fulfils statutory retention obligations. The Client can download the receipt journal for any month in the panel at any time; before the contract ends, they receive all orders and receipts on request (section 8).

3.4 One-off services

Additional services such as a further language, a logo or a catalogue are charged once, as set out in the offer.

3.5 No guarantee of results

The Contractor does not owe specific Google rankings or a specific number of enquiries, bookings or orders unless this is expressly agreed in text form.

The prices in the offer apply. All prices are net prices in the currency of the offer.

Because the Contractor is based in Thailand, he does not charge German VAT. Clients in Germany account for VAT themselves (reverse charge, Section 13b of the German VAT Act), clients in other EU countries under the rules of their country. The Contractor charges other taxes only where the law requires it.

Payment is by bank transfer, SEPA direct debit or card. Direct debit and card payments are processed by the payment service Stripe.

4.1 Monthly payment

The monthly price is invoiced in advance each month and is due 14 days after the invoice date.

4.2 Annual payment

The discounted annual price is invoiced at the start of each contract year and is due 14 days after the invoice date.

4.3 One-off services

One-off services are invoiced on completion unless the offer provides otherwise, and are due 14 days after the invoice date.

4.4 Late payment

If the Client does not pay on time, the Contractor may, after a reminder, suspend the service, including the availability of the website and the apps, until the amount is paid. Statutory default interest remains reserved.

The website and the apps run on servers that the Contractor operates with Hetzner Online GmbH in Germany. The Client does not receive a hosting account of their own.

The Contractor ensures high availability but does not owe uninterrupted accessibility. Short interruptions for maintenance or due to technical faults within the usual range do not entitle the Client to a reduction. Where possible, the Contractor announces maintenance in advance.

If the Contractor becomes unavailable, a stand-in appointed by the Contractor continues to operate the website and the apps, which remain online. The stand-in is bound to confidentiality. Where the stand-in processes personal data, the Contractor engages them as a sub-processor under the agreement in section 13.

The Client provides in good time what the work requires, such as information about the business, logo, photos and access details. If a delivery is delayed, agreed dates move accordingly.

The Client warrants that they hold the rights to the content they provide and indemnifies the Contractor against third-party claims arising from that content. The Client is responsible for the legality of their offers, prices and content and for the legal notice and privacy information of their own website; the Contractor helps to implement them but does not provide legal advice.

Three revision rounds are included for the first draft. One round covers all change requests the Client sends together in one reply. The Contractor offers further rounds and changes beyond the offer separately.

Small content changes during the term (section 3.1) are included in the monthly price. Larger rebuilds, new pages or new features are quoted in advance.

Content that the Client provides or that is created for the Client, such as texts, images, logos, business information and the Client's customer data, belongs to the Client. When the contract ends, the Client receives it on request in common formats (such as Word, PDF and the original image files).

Design, code, features and technology developed by the Contractor remain his property. For the term of the contract, the Client receives a simple, non-transferable right to use them to operate the Client's website. A transfer of further rights is possible for a separate fee.

The Contractor may show the website as a reference unless the Client objects.

9.1 Monthly contract

Monthly contracts have no minimum term. Either party may terminate at the end of any calendar month; notice must arrive in text form (for example by email) by the last day of the month.

9.2 Annual contract

The annual contract runs for twelve months at the discounted annual price. It can be terminated in text form at the end of each contract year and otherwise renews for another year. Monthly termination is not possible for annual contracts.

9.3 After the contract ends

The website and the apps are switched off, not deleted; a new contract switches them back on. The Client receives their content as set out in section 8. Services already provided and amounts due remain payable.

9.4 Termination for good cause

The right to terminate for good cause remains unaffected, for the Contractor in particular if payment is more than 30 days overdue.

The Contractor warrants that his services match the offer at handover. The Client reports defects in text form as soon as they are noticed. The Contractor may first remedy them; if this fails within a reasonable period, the statutory rights apply.

There is no warranty for faults caused by the Client or third parties, such as the Client's own changes or outages of third-party services.

The Contractor is liable without limitation for intent and gross negligence, for injury to life, body or health and under the German Product Liability Act.

For slight negligence, the Contractor is liable only for breach of an essential contractual obligation, meaning an obligation whose fulfilment makes the contract possible in the first place and on which the Client may rely. Liability is then limited to the foreseeable damage typical for the contract.

For loss of data caused by slight negligence, the Contractor is liable only for the effort that restoring it would have required with regular backups.

Both parties treat confidential information of the other party received during the cooperation as confidential and do not pass it on to third parties unless the other party agrees or the law requires it. This obligation continues after the contract ends.

How the Contractor processes the Client's data is set out in the Privacy Policy.

Where the Contractor processes personal data of the Client's customers on the Client's behalf, such as bookings, online shop orders including delivery and billing addresses, or website enquiries, the parties conclude an agreement for this, which forms part of the contract. For clients in the EU, this is the European Commission's standard contractual clauses (Module 2, Implementing Decision (EU) 2021/914), because the Contractor is based in Thailand. They also cover the data processing agreement under Art. 28 GDPR. For clients in Thailand, an agreement under Section 40 PDPA applies.

14.1 Governing law

For clients based in Germany, the law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For all other clients, the law of the Kingdom of Thailand applies.

14.2 Place of jurisdiction

The place of jurisdiction for all disputes arising from the contract is the Client's registered seat for clients based in Germany, and Chiang Mai, Thailand, for all other clients. Mandatory statutory places of jurisdiction remain unaffected.

14.3 Text form

Changes to the contract and to these Terms require text form; an email is sufficient.

14.4 Language versions

These Terms are available in German, English and Thai. In case of discrepancies, the German version applies to clients based in Germany and the English version to all other clients.

14.5 Severability

If any provision is invalid, the rest of the contract remains valid. The statutory rule replaces the invalid provision.