Terms & Conditions (T&C)

1. Scope

1.1. These General Terms and Conditions apply to all contracts between the provider (Edhem Sivac) and their clients in the areas of web design, online marketing consulting, process automation and the implementation and provision of CRM systems. They also apply to contracts with international clients unless expressly agreed otherwise.

1.2. These T&C are primarily aimed at entrepreneurs within the meaning of § 14 BGB. Supplementary statutory regulations apply to consumers.

1.3. Deviating terms and conditions of the client shall not apply unless their validity has been expressly agreed to in writing.

2. Subject of the Contract

2.1. The provider offers individual services, in particular: conception, design and implementation of websites; hosting services; consulting in the field of digitization and automation; provision and use of CRM systems as part of a Software-as-a-Service model (SaaS); creation of funnel structures, email automations, landing pages, etc.

2.2. For third-party services (e.g. external hosting services, plugins), the conditions of the respective providers apply.

3. Conclusion of Contract

3.1. A contract is concluded by written confirmation of an offer, by explicit commissioning (also by email or online order form on the provider's website) and acceptance by the provider.

3.2. Changes and additions require text form.

4. Client's Cooperation Obligations

4.1. The client undertakes to provide all information, data, access and content necessary for contract fulfilment in a timely manner. The client ensures that the provided content and data (especially personal data) are legally permissible and that the required consents are in place.

4.2. Delays attributable to the client's lack of cooperation shall not be at the provider's expense.

4.3. The provider is entitled to charge separately for additional work due to insufficient cooperation.

5. Delivery Time, Acceptance and Changes

5.1. Delivery deadlines are generally non-binding unless they have been expressly agreed in writing as binding.

5.2. The client is obligated to accept the delivered service provided it essentially complies with the contract. If no express acceptance is given, the service shall be deemed accepted 7 calendar days after handover or launch. For ongoing services (e.g. SaaS, hosting), formal acceptance is not required; use of the service is deemed confirmation of contractual delivery.

5.3. Change requests after the start of a project require a separate agreement and may lead to additional work and costs.

6. Usage Rights and Retention of Title

6.1. The provider grants the client a simple, non-transferable right of use for the services provided within the scope of the order – exclusively after full payment. For SaaS services, the client receives a simple, non-transferable right to use the software during the contract term.

6.2. The provider retains ownership and all copyrights to the work results until full payment.

6.3. Distribution, editing or reproduction of the works by the client is only permitted with express consent.

6.4. After the end of the contract, the right to use the software expires unless otherwise agreed.

7. Remuneration and Payment Terms

7.1. Remuneration is based on the individually agreed offer.

7.2. Unless otherwise agreed, 50% of the order sum is due upon commissioning, the remainder upon project completion.

7.3. All prices are net, plus statutory VAT.

7.4. In the event of late payment, the provider is entitled to charge default interest at the statutory rate.

7.5. The following rules apply to recurring payments and subscriptions:

a) Monthly payments are due in advance on the first day of each month, preferably by direct debit, unless otherwise agreed.

b) In the event of late payment, the provider reserves the right to block access to the software or service until full payment. In the event of repeated late payment of more than 14 days after a reminder, the provider is entitled to terminate the subscription extraordinarily and permanently block access.

c) The provider reserves the right to adjust subscription fees with at least 6 weeks' notice until the end of the respective contract term. The client will be informed in text form and has a special right of termination in the event of a price increase.

7.6. Installment payments are only possible upon individual agreement and require the written consent of the provider.

8. Warranty

8.1. The provider warrants the contractual performance of the services.

8.2. Minor deviations from the agreed functionality do not constitute a defect.

8.3. The provider assumes no warranty for third-party software (e.g. CRM platforms, plugins, templates) – the license terms of the respective manufacturers apply.

8.4. The provider guarantees software availability of at least 99% on an annual average, excluding scheduled maintenance and unforeseeable events beyond the provider's control (e.g. force majeure, third-party outages).

8.5. Regular updates and maintenance of the software are provided as part of the subscription, unless otherwise agreed. The provider reserves the right to adjust the software's functionality through updates, provided this does not significantly restrict the contractually agreed use.

8.6. Defects must be reported to the provider immediately, but no later than 14 days after discovery, in text form.

9. Liability

9.1. The provider is only liable for intent and gross negligence.

9.2. Liability for indirect damages, lost profits or data loss is – to the extent permitted by law – excluded.

9.3. The amount of liability is in any case limited to the agreed order sum. For subscriptions, liability is limited to the sum of subscription fees paid in the last contract year.

9.4. The client is responsible for the legal admissibility of the submitted content (e.g. imprint, privacy policy, image rights).

9.5. The provider is not liable for outages or service restrictions due to force majeure (e.g. natural disasters, cyber attacks) or other unforeseeable events beyond their control.

9.6. The client is responsible for regular backup of their data unless data backup by the provider has been expressly agreed.

9.7. Disclaimer for third-party software and external tools: The provider partially uses and integrates third-party software, tools, platforms, APIs, plugins and services (e.g. CRM systems, marketing automation tools, AI platforms, cloud services, payment providers, analytics tools) in providing its services. The provider assumes no liability or warranty for the functionality, availability, security, data processing, error-free operation and legal compliance of these third-party products. The license terms, usage terms, privacy policies and liability rules of the respective third-party manufacturers apply exclusively. The provider is not liable for damages, data losses, security incidents, outages or legal violations caused by third-party software or external services. The client acknowledges that external tools and platforms are subject to their own terms and conditions and that the provider has no influence on their functionality, updates, changes or discontinuation. Changes, price adjustments or discontinuation of third-party services by their providers do not entitle the client to claims for damages against the provider. The provider only undertakes to inform the client of significant changes to third-party services used, insofar as these become known to them. The client is responsible for compliance with third-party terms of use and bears the risk of integrating external systems into their business processes.

10. Term and Termination

10.1. For one-time projects, the contractual relationship ends with the complete performance and acceptance of the agreed service.

10.2. For ongoing services (e.g. hosting, maintenance, support, CRM usage, automations), the following rules apply unless expressly agreed otherwise:

a) Monthly subscriptions have a minimum contract term of 3 months and subsequently renew automatically for one additional month each time, unless terminated with 4 weeks' notice to the end of the month in text form (e.g. by email to [email protected] or via the customer portal).

b) Annual subscriptions have a minimum term of 12 months and renew automatically for another 12 months each time, unless terminated with 4 weeks' notice to the end of the respective term in text form.

c) Upon termination, the payment obligation for the remaining minimum term remains, unless there is an extraordinary termination for good cause.

d) A switch to another subscription (upgrade or downgrade) is only possible at the end of the respective minimum term, unless otherwise agreed.

10.3. The right to extraordinary termination for good cause remains unaffected. A good cause exists in particular if the client is in default with the payment of subscription fees for more than 14 days after a reminder.

11. Setup Fee

11.1. A one-time setup fee applies for certain services (e.g. CRM systems, automations, web design or technical configurations). This is due immediately regardless of the subscription term and is non-refundable, even in the event of early contract termination.

11.2. The provision of services subject to a setup fee only begins after full payment of the setup fee.

12. Data Protection

12.1. The processing of personal data is carried out exclusively within the framework of applicable data protection laws, in particular the GDPR.

12.2. If the client provides personal data of third parties, a data processing agreement (DPA) pursuant to Art. 28 GDPR must be concluded.

12.3. The provider's privacy policy is available at www.ki-fit.com/datenschutz.

13. Confidentiality

13.1. Both parties undertake to maintain confidentiality regarding all business or technical information that becomes known during the cooperation. This obligation applies for 5 years after the end of the contract.

14. Use of AI-Supported Systems and Limitation of Liability

14.1. The provider partially uses Artificial Intelligence (AI) and AI-supported systems to automate processes, generate content, analyze data or make recommendations in providing its services. The client is hereby expressly informed and acknowledges that AI-based systems may deliver erroneous, incomplete, inaccurate or unpredictable results. The provider is only liable for damages, losses, legal consequences or other disadvantages arising directly or indirectly from the use, implementation or reliance on AI-generated content, recommendations or results in cases of intent or gross negligence. Further liability, in particular for slight negligence, indirect damages, consequential damages, lost profits, data loss or business interruptions, is excluded to the extent permitted by law. The client is expressly obligated to independently and carefully review all results, content, analyses and recommendations provided or generated by AI, to verify their accuracy, applicability, legal admissibility and suitability in their own business context, and bears full responsibility for their use and publication. The provider assumes no guarantee for the completeness, correctness, timeliness, legal compliance or suitability of AI-generated content for a specific purpose. The client indemnifies the provider against all third-party claims arising from the improper or unverified use of AI results by the client.

15. Final Provisions

15.1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

15.2. The place of jurisdiction – provided the client is a merchant – is the provider's registered office.

15.3. Should individual provisions of these T&C be invalid, the validity of the remaining provisions shall remain unaffected.