Preamble

These Terms of Service (“Agreement”) govern the contractual relationship between Designomo GmbH / (conducted over Copecart GmbH), located at Barbarossastraße 61, 63571 Gelnhausen, Germany, operating as AI Webdesign (hereinafter referred to as “Company”), and its business clients (hereinafter referred to as “Client”). The services offered by the Company are directed exclusively at entrepreneurs, legal entities under public law, or special funds under public law. An entrepreneur (Unternehmer) within the meaning of these terms is any natural or legal person or a partnership with legal personality who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity (§ 14 German Civil Code – BGB).

§ 1 Subject Matter, Scope, and Nature of Services

Core Service: The subject of this Agreement is the creation and/or ongoing technical maintenance of a website within the WordPress environment (hereinafter “Services”) by the Company for the Client, as specified in the individual offer or agreement.

Scope of Features: The creative and technical implementation is carried out by the Company based on its professional expertise and creative discretion. A service package may include, but is not limited to, the following components, as deemed necessary and appropriate by the Company to achieve the agreed-upon project goals:

Creation of primary content pages.

Implementation of an AI-informed information architecture and structure.

Mobile-first optimization for responsive display across various devices.

Execution of a one-time AI-driven analysis of key competitors.

Provision and configuration of licenses for various professional WordPress plugins.

Implementation of technical measures to support GDPR and CCPA compliance. Important: we are not a legal entity, like a law firm, to the best of our knowledge and belief, and based on the latest standards. We do not guarantee 100% data security.

Provision for up to two (2) rounds of client revisions during the creation phase.

Discretionary Maintenance Services: For all maintenance plans, the Client acknowledges and agrees that the performance of updates (for WordPress core, plugins, or themes) and data backups is conducted at the sole professional discretion of the Company.

The primary objective of the maintenance service is the preservation of the website’s functionality and security.

The Company is not obligated to perform updates or backups on a fixed schedule (e.g., every month). The timing and necessity of such actions are determined by the Company’s technical team to prevent potential compatibility issues, system instability, or vulnerabilities that can arise from immediate or automated updates.

A “Backup & Restore Service” means the Company will, at its discretion, create backup points and, in the event of a data loss incident caused by the maintenance service, may use these backups to restore the website.

Explicit Exclusions from Services: The Services explicitly DO NOT include:

Website hosting or server management.

Ongoing PHP version updates or server-side software management (beyond a one-time initial compatibility check).

Domain name registration, renewal, management, or DNS configuration.

Email services, including but not limited to, the setup, management, or troubleshooting of email accounts, mail servers (SMTP/IMAP/POP), Microsoft Outlook, or Google Workspace. The Client is solely responsible for all aspects of their domain and email hosting.

Ongoing design adjustments can not be made after the new website is live. Once the updated version is launched, further technical and design services are available beyond plugin maintenance, which is limited to backups and plugin updates. Content changes, adding new functions, and installing additional apps or plugins are billed separately.

Downtime and Third-Party Failures: As the Company does not provide hosting services, it shall not be held liable for any website downtime, performance issues, or unavailability caused by the Client’s hosting provider, domain registrar, or any other third-party service.

§ 2 Conclusion of Contract

A binding contract between the Company and the Client is formed upon the Client’s acceptance of an offer made by the Company.

An offer is considered accepted, and the contract concluded, through written confirmation (e.g., on paper or via email), verbal agreement (in person or by phone), or by conclusive action (schlüssiges Handeln) on the part of the Client, such as the payment of the initial setup fee.

The final price, including any one-time setup fee and the recurring monthly fee, is determined by the individual agreement reached between the parties.

§ 3 Term, Automatic Renewal, and Termination

Initial Term (Mindestvertragslaufzeit): The Agreement shall have a fixed initial term as specified in the individual agreement, typically ranging from twelve (12) to forty-eight (48) months.

Automatic Renewal: Upon expiration of the initial term, the Agreement shall automatically renew for the same duration as the initial term (e.g., a 24-month contract will renew for another 24 months), unless terminated by either party. The monthly fee shall remain unchanged for the subsequent renewal term.

Termination Notice: Termination of the Agreement is only possible by providing written notice at least one (1) month prior to the end of the current contract term. Notice must be sent to the official contact address or email of the other party.

§ 4 Client Status and Exclusion of Consumer Rights

B2B Transaction: The Client explicitly confirms that they are entering into this Agreement in their capacity as an entrepreneur (§ 14 BGB) for purposes relating to their trade, business, or profession.

No Right of Withdrawal: The Client acknowledges that as this is a business-to-business transaction for custom-configured digital products and services, statutory consumer protection laws, including any right of withdrawal (Widerrufsrecht), are not applicable by law and are hereby expressly excluded.

§ 5 Third-Party Licenses

The Company may utilize and provide licenses for third-party software, such as premium WordPress plugins, as part of the Service.

These licenses are provided to the Client for use only during the active term of a maintenance plan with the Company. Upon termination of this Agreement, the Client’s right to use these licenses and receive updates for them via the Company ceases. The Client may be required to purchase their own licenses directly from the third-party providers to ensure continued functionality.

§ 6 Warranty and Limitation of Liability

The Company warrants that the Services will be performed in a professional and workmanlike manner.

The Company’s liability for damages, regardless of the legal basis, is limited as follows:

The Company shall be liable without limitation for damages resulting from injury to life, body, or health, and for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit).

In the case of a slightly negligent breach (leichte Fahrlässigkeit) of an essential contractual obligation (wesentliche Vertragspflicht or Kardinalpflicht), liability shall be limited to the typically foreseeable damage at the time the contract was concluded. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and on whose observance the Client regularly relies.

Any further liability for damages is excluded.

§ 7 Final Provisions

Governing Law: This Agreement and all legal relations between the parties shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

Place of Jurisdiction (Gerichtsstand): The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship shall be Hanau, Germany.

Written Form: Amendments or additions to this Agreement must be made in writing to be effective. This also applies to the waiver of this written form requirement.

Severability Clause (Salvatorische Klausel): Should any provision of this Agreement be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as possible to the economic purpose intended by the parties with the invalid or unenforceable provision.

Of course. Here are the continued sections of the Terms of Service with the headlines from § 8 onwards in English only, as requested.

§ 8 Remuneration and Payment Terms

Pricing: All prices quoted are net amounts and are subject to the applicable statutory Value Added Tax (Umsatzsteuer) in Germany.

Invoicing and Due Dates: Unless otherwise agreed upon in the individual contract:

Any one-time setup fee is due for payment immediately upon conclusion of the contract. The Company reserves the right to commence work only after receipt of this initial payment.

Recurring monthly fees for maintenance plans are due in advance at the beginning of each calendar month.

Invoices will be sent to the Client electronically via email to the address provided by the Client.

Default of Payment: Should the Client default on a payment, the Company is entitled to demand statutory default interest in accordance with § 288 BGB. The right to claim further damages for the default is reserved.

Suspension of Services: If the Client is in arrears with the payment of a monthly fee by more than thirty (30) days, the Company reserves the right to suspend all services, including the accessibility of the website and maintenance tasks, after providing a prior warning, until the outstanding balance is paid in full. This suspension does not affect the Client’s obligation to pay the monthly fees for the suspension period, nor does it alter the contract term.

§ 9 Client’s Duties to Cooperate

General Principle: The Client acknowledges that their timely and active cooperation is an essential prerequisite for the successful and timely execution of the Services by the Company.

Specific Obligations: The Client shall, at their own expense, provide the Company with all information, data, login credentials, and content (e.g., texts, images, logos, graphics) necessary for the performance of the agreed-upon services in a timely manner and in a suitable digital format.

Feedback and Approvals: The Client is obligated to provide feedback, approvals, and any necessary decisions within a reasonable timeframe as requested by the Company, particularly during the specified revision rounds.

Consequences of Delay: If the Client fails to fulfill their duties to cooperate, or does so with delay, any resulting project delays, interruptions, or additional expenses shall be the sole responsibility of the Client. Deadlines for the Company shall be extended accordingly. If the delay caused by the Client makes it impossible for the Company to perform the service, the Company’s claim to remuneration remains unaffected.

§ 10 Acceptance of Work

Application: This clause applies to the initial creation of the website, which constitutes a work contract (Werkvertrag) under German law.

Completion Notice: The Company will notify the Client in writing (e.g., via email) upon completion of the initial website creation.

Inspection Period: Following the completion notice, the Client has a period of ten (10) working days to inspect the work and notify the Company of any significant defects. A defect is considered significant if it severely impairs the agreed-upon functionality of the website. Minor deviations in design or content do not constitute a significant defect.

Deemed Acceptance: The work shall be deemed accepted if the Client:

Fails to report any significant defects in writing within the ten-day inspection period; or

Starts using the website in a live, commercial capacity (e.g., by directing public traffic to the domain).

The legal provisions of § 640 BGB apply.

§ 11 Granting of Rights of Use

Scope of Rights: Upon full and complete payment of all fees associated with the creation of the website, the Company grants the Client exclusive, perpetual, and worldwide rights to use the custom design and structural elements created specifically for the Client for their own business purposes.

Condition Precedent: The transfer of all rights of use is subject to the condition precedent of the full settlement of all outstanding invoices by the Client. Until such time, the Client is only granted a temporary and revocable right of use.

Third-Party and Open-Source Components: The granting of rights does not extend to the underlying WordPress Content Management System, third-party plugins, themes, or any other open-source software components used. These components are subject to their own respective licenses (e.g., GNU General Public License – GPL), which the Client hereby accepts.

Author’s Credit: The Company is entitled to place a small, unobtrusive credit link in the footer of the Client’s website (e.g., “Website by AI Webdesign”).

§ 12 Confidentiality

Both parties agree to treat all business and trade secrets of the other party, which are marked as confidential or are recognizable as such by their nature, as strictly confidential, both during and after the termination of the contractual relationship.

This obligation does not apply to information that was already publicly known or becomes public knowledge without any breach of this confidentiality obligation.

§ 13 Self-Promotion and Reference

Unless explicitly objected to by the Client in writing, the Company is entitled to name the Client as a reference and to use the completed project, including the Client’s name and logo, for its own advertising and marketing purposes (e.g., in its portfolio, on its website, and in company presentations).

§ 14 Final Provisions

Governing Law: This Agreement and all legal relations between the parties shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

Place of Jurisdiction: The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship shall be Hanau, Germany.

Written Form: Amendments or additions to this Agreement must be made in writing to be effective. This also applies to the waiver of this written form requirement.

Severability Clause: Should any provision of this Agreement be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall not be affected thereby. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as possible to the economic purpose intended by the parties with the invalid or unenforceable provision.