1. Scope
These Terms apply to agreements between Brandilyst UG (haftungsbeschränkt) (“Brandilyst”) and business clients for digital services (including SEO, web design, UI/UX, social media marketing, branding, graphic design, AI-based automation) and, where agreed, associated trading services. Conflicting terms apply only with our written consent.

2. Services & Client Duties
Scope of services, milestones, and deliverables are defined in the offer/Statement of Work (SOW). The client must provide content, access, approvals, and contacts in due time. Delays attributable to the client may reasonably adjust timelines and fees.

3. Changes (Change Requests)
Subsequent changes are deemed Change Requests and will be quoted and charged separately.

4. Usage Rights & Third-Party Material
Upon full payment, the client receives a non-exclusive, non-transferable right of use to the final deliverables for the agreed purposes. Source/project files will only be transferred if expressly agreed. Third-party materials/tools (e.g., stock, fonts, OpenAI, n8n, Twilio, Zapier) are subject to their respective licenses/terms.

5. AI-Assisted Services
When using AI tools, we provide services to the best of our knowledge; completeness, legal compliance, and freedom from third-party rights cannot be guaranteed per use case/provider. The client must review results before productive use.

6. Fees & Payment
Unless otherwise agreed: 50% deposit upon commissioning, 50% upon acceptance; retainers monthly in advance. Invoices are issued without VAT pursuant to Sec. 19 German VAT Act (Kleinunternehmer regulation). Payment term: 14 days net.

7. Acceptance
Deliverables are deemed accepted if no material defects are reported within 5 business days after notification.

8. Warranty
Statutory provisions apply. No warranty for misuse, third-party interference, or client-side environments.

9. Liability
Unlimited liability applies in cases of intent/gross negligence as well as for injury to life, body, or health. For simple negligence, liability exists only for breaches of essential contractual obligations (cardinal duties) and is limited to foreseeable, typical damages. Indirect damages/lost profits are excluded to the extent permitted by law.

10. Confidentiality & Data Protection
Mutual confidentiality. Personal data is processed in accordance with GDPR; details can be found in the Privacy Policy. Data Processing Agreements (DPA) will be concluded if required.

11. Term & Termination
For retainers, the agreed minimum term applies; thereafter terminable monthly with 30 days’ notice to the end of the month. The right to extraordinary termination remains unaffected.

12. Force Majeure
In the event of circumstances beyond our control (e.g., outages of third-party providers, power/network failures), obligations are suspended for the duration of the disruption.

13. Governing Law & Jurisdiction
German law applies; venue for merchants: Ulm. Amendments and supplements require text form. A severability clause applies.

Last updated: 20 Sep 2025