General Terms and Conditions

Version: 05 September 2026

This English text is a convenience translation. The legally binding version is the German one at brandzaps.ai/agb/; in the event of any discrepancy, the German wording prevails. All contracts are governed by the law of the Federal Republic of Germany (section 14).

Table of contents

1. Scope of application, definitions
2. Services of the agency
3. Conclusion of contract
4. Provision of services and cooperation
5. Changes to services (change requests)
6. Duties of the client to cooperate
7. Remuneration and payments
8. Contract term and termination of continuing obligations
9. Rights of use in work results
10. Confidentiality and data protection
11. Exclusivity and non-competition
12. Liability for defects (warranty)
13. Liability
14. Applicable law and place of jurisdiction
15. Final provisions

1) Scope of application, definitions

1.1 These General Terms and Conditions (hereinafter "GTC") of Cyber Sour UG (haftungsbeschränkt) (hereinafter "agency") apply to all contracts that an entrepreneur (hereinafter "client") concludes with the agency regarding the services described by the agency on its website or in other media. The inclusion of the client's own terms and conditions is hereby objected to, unless otherwise agreed.

1.2 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

2) Services of the agency

2.1 The aim of the cooperation between the client and the agency is to optimise and, where applicable, expand the presence of the client's company and / or its products.

2.2 Within the scope of the services specifically agreed in the contract, the agency provides the client with comprehensive services in the field of communication and marketing, including, where applicable, consulting, planning, conception and implementation services.

2.3 Depending on the specific agreement between the parties, the agency provides the client with services under the contract, in particular from the following areas where applicable:

• Consulting on digital visibility and brand positioning
• Development and execution of marketing, branding and communication strategies
• Conception, planning and implementation of marketing and advertising campaigns
• Monitoring, reporting and performance review of the marketing instruments used
• Management and strategic development of social media channels
• Services as a content creator (e.g. creation of texts, images, videos, posts, reels, stories, etc.)
• Search engine optimisation (SEO) and AI optimisation (AIO)
• Placement of advertisements (e.g. banners)

2.4 The precise content, objectives and schedules are specified by the parties in a separate project plan or other document.

3) Conclusion of contract

The client may submit a non-binding request for a quotation to the agency by telephone, fax, e-mail, letter or via the online contact form provided on the agency's website.

Upon such request, the agency sends the client a binding offer for the provision of the service previously selected by the client, by e-mail, fax or letter.

The client may accept this offer by submitting a declaration of acceptance to the agency by fax, e-mail or letter, or by paying the remuneration offered by the agency, within seven (7) days of receipt of the offer, whereby the day on which the offer is received is not counted when calculating the period. For acceptance by payment, the day on which the payment is received by the agency is decisive. If the last day of the period for accepting the offer falls on a Saturday, Sunday or a public holiday officially recognised at the client's registered office, the next working day takes the place of such a day. If the client does not accept the agency's offer within the aforementioned period, the agency is no longer bound by its offer. The agency will again point this out separately to the client in its offer.

4) Provision of services and cooperation

4.1 The agency offers its services in accordance with the contractual agreement online and / or on site at the client's premises. The content of the specific service results from the agency's offer.

4.2 The agency may refuse to conclude a contract with the client and to provide services for the client insofar as the performance of the contract or the provision of the services would violate statutory or official requirements, or insofar as this is unreasonable for the agency for other reasons, for example because of a violation of the requirement of ideological, political or religious neutrality, or because of the client's insolvency, even if only temporary.

4.3 The agency provides its contractual services in accordance with the agreed requirements or – unless otherwise agreed – according to the principles of proper professional practice. Unless otherwise stated in the agency's offer, the agency does not owe any specific outcome. In particular, the agency gives no guarantee that the client will achieve a particular result or reach a particular goal. This depends not least on the personal commitment and will of the client, over which the agency has no influence.

4.4 The agency and the client coordinate at appropriate intervals on the performance of the commissioned services. In the event of deviations from the agreed services or procedures, the parties notify the respective other party without undue delay.

4.5 Unless continuous provision of services has been agreed, individual services are called off by the client by way of a commission in text form (e.g. by e-mail). The agency undertakes to send an order confirmation stating the scope of services, the schedule for implementation and any additional costs within three (3) working days of the call-off. Services are only deemed to be bindingly commissioned once the client has approved them in at least text form.

4.6 Deadlines are binding only if expressly designated as such. Insofar as they are not such express performance dates, dates are target dates that may be continuously adjusted in the course of the cooperation. After a reasonable period has elapsed following a target date, the client is entitled to demand from the agency, in at least text form and setting a reasonable deadline, the provision of services still outstanding. Upon expiry of that deadline, the client's claim becomes due.

4.7 The client is solely responsible for ensuring that the content or other information on its online presences, and the content or other information supplied or approved by the client, is legally permissible. The agency is not obliged to review its work results from a legal perspective or to have them reviewed, in particular not with regard to competition law, trade mark law, personality rights and copyright, and does not carry out any such legal review. This expressly also applies to conducting trade mark searches and reviews, for instance with regard to potential trade mark infringements.

4.8 Within the scope of the contractual services, the agency posts, distributes and publishes content and other information on online presences (e.g. social media channels, websites, etc.) of the client and of any third parties only insofar as the client has approved this in each case, unless otherwise agreed. Unless otherwise agreed, the client must approve content and other information within three (3) working days of the corresponding request, by declaration in at least text form. After this period has expired, the service is deemed approved unless the client refuses approval within that period.

4.9 Unless otherwise stated in the agency's offer, the agency provides its services in person.

4.10 Employees or other personnel of the agency are not integrated into the client's business and do not enter into any employment relationship with the client.

5) Changes to services (change requests)

5.1 Both parties may propose changes to the agreed services at any time. The agency reviews the client's change requests within a reasonable period and submits an offer to the client for implementing the changes, covering in particular content, time, costs and effects on the schedule.

5.2 Changes to services are only deemed agreed once they have been confirmed by both parties in at least text form (e.g. e-mail). The original contract or order remains in force unchanged until the changes are accepted.

5.3 If a change request by the client results in a considerable additional effort, the agency may demand an adjustment of the agreed remuneration and of the schedule.

6) Duties of the client to cooperate

6.1 The client must provide the agency with the information, documents, approvals, access data and decision-makers required for the provision of the contractual services free of charge, completely, truthfully and in good time, insofar as obtaining these does not fall within the agency's scope of duties under the contract.

6.2 In particular, on request the client provides the agency in a suitable manner with all necessary access to its social media accounts, websites, analytics tools and other services and electronic platforms, insofar as this is necessary for the fulfilment of the contractual services. Where applicable, this also includes granting administrator rights or setting up user accounts with sufficient permissions.

6.3 The client warrants that documents (e.g. templates, samples and materials), content and other information provided by the client for the provision of the contractual services are free from third-party rights that would prevent the lawful provision of the contractual services. The client indemnifies the agency against all third-party claims as well as against the costs of reasonable legal action or legal defence in connection therewith, in particular under competition law, copyright law and trade mark law.

6.4 The client is solely responsible for ensuring that user data on its online presences is collected, stored and processed in accordance with the applicable requirements, in particular data protection law under the EU General Data Protection Regulation (GDPR), especially with regard to obtaining any necessary consent from users of its online presences and informing them in a data-protection-compliant manner in the privacy policy. The client indemnifies the agency against all third-party claims in this respect as well as against the costs of reasonable legal action or legal defence in connection therewith.

6.5 Insofar as an assessment at the client's premises is agreed under the specific contract, the client grants the agency access to the physical or digital facilities to be assessed and, where applicable, provides suitable specialist personnel selected by the client, insofar as this is necessary for the provision of the contractual services.

6.6 If the client plans a redesign or a revision of the structure of its online presences (e.g. social media channels, websites, etc.), the client will inform the agency in advance and coordinate the implementation with the agency.

6.7 Insofar as acceptance of a service of the agency is required in an individual case, the client must accept the service within eight (8) working days of the corresponding request by declaration in at least text form, or provide the other acts of cooperation required for this. After this period has expired, the service is deemed accepted unless the client has given notice of defects in the service in at least text form within the period. The client may not refuse acceptance on account of insignificant defects. Insofar as the client uses the service substantially without prior acceptance, acceptance is deemed to have taken place upon such use.

6.8 If the client fails to comply with its duties to cooperate, this may affect deadlines, services and quality. In this case the agency is not responsible for any resulting delays or quality defects. Insofar as additional effort arises for the agency in such a case, the associated costs are invoiced to the client on the basis of the agreed remuneration terms (e.g. hourly rate).

7) Remuneration and payments

7.1 Unless otherwise stated in the agency's offer, the prices quoted are total prices including statutory value added tax.

7.2 The client is obliged to pay the agreed remuneration to the agency on time. Depending on the agreement between the parties, remuneration takes the form of a monthly flat fee in the agreed amount, is based on the actual time spent at an hourly rate, or is calculated in another way as agreed between the parties.

7.3 Special or additional services of the agency that are not part of the originally agreed services require a prior commission by the client in at least text form and are invoiced separately.

7.4 The client is obliged to reimburse expenses and other incidental costs that necessarily arise for the agency in connection with the fulfilment of this contract following prior agreement between the client and the agency.

7.5 Any travel costs for travel, accommodation and meals in connection with services provided on site, and other expenses and incidental costs, are not included in the remuneration for the agency's services and are to be borne by the client according to actual expenditure and against proof, unless otherwise stated in the agency's offer and provided that they have been approved by the client in advance.

7.6 Following prior agreement with the client, the agency is entitled to acquire third-party services required for the fulfilment of this contract in the name and for the account of the client. This applies in particular, but not exclusively, to the acquisition of licences or rights of use in images, graphics, texts, software or other protected items. The client undertakes to grant the agency power of attorney for this purpose and hereby grants it forthwith. In the event of the acquisition of such third-party services, the client undertakes to indemnify the agency internally against all remuneration claims arising from the contracts concluded with the respective third-party providers. The agency is entitled to invoice these costs as soon as they are invoiced to the agency by the third party.

7.7 The available payment methods are communicated to the client in the agency's offer.

7.8 If settlement by invoice has been agreed, payments are due without deduction 14 days after receipt of the invoice, unless otherwise agreed.

7.9 If advance payment by bank transfer has been agreed, payment is due immediately after conclusion of the contract, unless the parties have agreed a later due date.

7.10 In the event of late payment, the statutory provisions apply.

8) Contract term and termination of continuing obligations

8.1 The right of the agency and of the client to terminate the contract for good cause remains unaffected. Good cause exists if, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed end or until the expiry of a notice period.

8.2 Notice of termination may be given in writing or in text form (e.g. by e-mail).

9) Rights of use in work results

9.1 The agency holds all rights of use and exploitation in the work and performance results created by it under the contract with the client, as well as in the content and information used and provided, including concepts, (preliminary) drafts, layouts, designs, texts, graphics, videos or other material (hereinafter "content") that is, in whatever form, provided to the client or used for the client in connection with the provision of the agency's services, unless otherwise agreed and unless the circumstances indicate otherwise.

9.2 Unless otherwise agreed, the agency grants the client a simple, non-transferable right to use and exploit the content for the agreed purpose and to the agreed extent. The rights are deemed granted without restriction as to territory and time for the agreed use and exploitation and for the agreed purpose of use and exploitation.

9.3 The client may use and exploit content provided to it by the agency in connection with the agency's services only to the extent agreed or necessary according to the purpose of the contract. Beyond this, without separate consent of the agency the client is in particular not entitled to edit, redesign, imitate, reproduce, distribute or make publicly available, in whole or in part, content provided to it, nor to transfer rights of use and exploitation in the content, in whole or in part, or grant such rights to third parties.

9.4 The agency may use the content for its own promotion and as a reference, insofar as this is not expressly excluded.

10) Confidentiality and data protection

10.1 The agency will treat information obtained about the client in the course of its services as confidential, in particular information concerning private or business matters, and will not pass it on to third parties unless this is necessary for the fulfilment of its own contractual obligations towards the client.

10.2 Insofar as the agency processes personal data on behalf of the client in the course of performing the contract, the parties additionally conclude a separate data processing agreement (DPA) pursuant to Article 28 of the EU General Data Protection Regulation (GDPR) and, where applicable, further data protection agreements, insofar as this is required from a data protection perspective.

11) Exclusivity and non-competition

11.1 Unless otherwise agreed between the parties, during the term of the contract between the parties the agency will not provide services to direct competitors of the client without the client's prior express consent, insofar as those competitors are in direct competition with the client.

11.2 A competitor within this meaning is a company that offers products or services comparable to those of the client and addresses the same target group.

11.3 On request, the agency will disclose to the client which other clients it works for, insofar as this is necessary to review a potential competitive relationship.

11.4 If the agency culpably breaches this provision, the client is entitled to terminate the contract without notice for good cause.

12) Liability for defects (warranty)

12.1 Insofar as the agency provides creative services for the client, it enjoys artistic freedom of design.

12.2 Complaints concerning the agency's freedom of design do not constitute a material defect in the agency's services, insofar as the services remain within the agreed framework and are customary for services of this kind.

12.3 Services of the agency are deemed approved insofar as they have been approved by the client or are deemed to have been approved.

12.4 Defects must be notified to the agency without undue delay, together with a description of the defect.

12.5 In all other respects, the statutory provisions on liability for defects apply.

13) Liability

13.1 The agency is not liable for damage caused by disruption of its operations as a result of force majeure, civil unrest, acts of war or natural events, or as a result of other occurrences for which the agency is not responsible (e.g. strike, lockout, traffic disruption, orders of domestic or foreign public authorities), or attributable to technical problems not culpably caused by the agency. This also applies insofar as such disruptions occur at third parties commissioned by the agency.

13.2 In all other respects, the agency is liable to the client under all contractual, quasi-contractual and statutory claims – including claims in tort – for damages and reimbursement of expenses as follows:

13.3 The agency is liable without limitation on any legal ground

• in the case of intent or gross negligence,
• in the case of intentional or negligent injury to life, body or health,
• on the basis of a guarantee, insofar as nothing to the contrary has been agreed in this respect,
• on the basis of mandatory liability such as under the German Product Liability Act.

13.4 If the agency negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for this type of contract, unless liability is unlimited under the preceding clause. Material contractual obligations are obligations which the contract imposes on the agency according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the client may regularly rely.

13.5 In all other respects, liability of the agency is excluded.

13.6 The above provisions on liability also apply with regard to the agency's liability for its vicarious agents and legal representatives.

13.7 The agency accepts no liability for services of third parties that are not vicarious agents of the agency (e.g. hosting providers, social networks, platforms).

14) Applicable law and place of jurisdiction

14.1 The law of the Federal Republic of Germany applies to all legal relations between the parties.

14.2 If the client acts as a merchant, a legal person under public law or a special fund under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the agency's place of business. If the client's registered office is outside the territory of the Federal Republic of Germany, the agency's place of business is the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the client's professional or commercial activity. In the aforementioned cases, however, the agency is in any event entitled to bring an action before the court at the client's registered office.

15) Final provisions

15.1 Amendments and additions to the contract concluded between the parties require at least text form. This also applies to the cancellation of this clause.

15.2 Should any provision of the contract between the parties be invalid or unenforceable, the validity of the remainder of the contract remains unaffected.

Version: 05 September 2026. Translation of the German original.

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