General Terms and Conditions (AGB)

State: December 2025

§ 1 Scope of Application & Object of Contract

(1) These General Terms and Conditions (hereinafter "GTC") apply to all business relations between COOLAGENCY (Lioumpov Kiourtzidou) (hereinafter "Agency") and its customers (hereinafter "Client").

(2) These GTC apply exclusively to companies, legal entities under public law, or special funds under public law (B2B). We do not conclude contracts with consumers (B2C) within the meaning of § 13 BGB.

(3) The Agency provides services in the fields of software development ("Vibecoding", "Cool Dev"), web design (Webflow/Framer), branding, and performance marketing. The specific scope of services results from the individual offer or the order confirmation.

§ 2 Conclusion of Contract & "Vibecoding" Sprints

(1) Offers made by the Agency are subject to change and non-binding. A contract is only concluded upon written order confirmation (email is sufficient) or upon commencement of execution by the Agency.

(2) Special Regulations for "Vibecoding" (Rapid Development):

Agreed delivery dates (e.g., "7-Day Delivery") are planning targets and not fixed deadlines unless explicitly agreed as a "fixed date" in writing.
Adherence to these timelines strictly requires the Client to provide all necessary assets (logos, texts, API keys) prior to the project start.
If the Client delays the provision of data, the delivery timeline extends accordingly.

§ 3 Scope of Services & Change Requests

(1) The content of the service is determined solely by the written scope of work (SOW) or offer.

(2) Change Requests: If the Client requests changes or additions after the contract has been concluded (e.g., additional features, design iterations beyond the agreed limit), these shall be remunerated separately. The Agency charges for such additional expenses on a time and material basis at the current hourly rate, unless a fixed price was agreed for the add-on.

(3) The Agency is entitled to have services performed by third parties (subcontractors/partners) within the scope of its "Elastic Engineering" network.

§ 4 Client's Duties to Cooperate

(1) The Client shall support the Agency in the fulfillment of the contract free of charge. This includes providing all data, content, and access (server, CMS, API keys) required for the project.

(2) The Client assures that they are entitled to use all materials provided to the Agency (e.g., images, fonts, texts) and that these do not infringe the rights of third parties. The Client indemnifies the Agency against all claims by third parties resulting from the infringement of such rights.

(3) The Client is responsible for the legal compliance of the website/software (e.g., imprint, privacy policy, cookie consent). The Agency does not provide legal advice.

§ 5 Remuneration & Terms of Payment

(1) Unless otherwise agreed, the following payment terms apply:

For Projects < €5,000: 100% upfront payment to secure the "Vibecoding" slot.
For Projects > €5,000: 50% deposit upon signing, 50% upon completion (before "Go-Live").

(2) Invoices are due for payment immediately upon receipt without deduction, unless a payment deadline (e.g., 14 days) is stated on the invoice.

(3) In the event of default in payment, the Agency is entitled to charge default interest at the statutory rate (currently 9 percentage points above the base interest rate pursuant to § 288 (2) BGB). The Agency reserves the right to suspend work or withhold the delivery of the website/software until full payment is made.

§ 6 Acceptance (Abnahme)

(1) After completion of the work, the Agency shall make the result available to the Client for review.

(2) The Client is obliged to accept the work unless there are significant defects. Acceptance cannot be refused due to insignificant defects.

(3) Deemed Acceptance: The work shall be deemed accepted if:

The Client uses the website/software productively (Live Launch).
The Client does not report any defects in writing within 7 working days after handover.

§ 7 Usage Rights & Intellectual Property

(1) Upon full payment of the agreed remuneration, the Client receives the simple, spatial, and temporal unlimited right to use the final results created for the contractual purpose.

(2) Open Source & Third Party: Specifically for software projects ("Cool Dev"), the software may contain Open Source components or third-party libraries. The rights to these components are governed by the respective Open Source licenses.

(3) AI-Generated Content: The Client acknowledges that parts of the code or design may be generated using Artificial Intelligence. Due to the current legal situation, the Agency does not guarantee that AI-generated content is capable of being copyrighted or is unique.

(4) The Agency retains the right to use the created results for self-promotion (e.g., in a portfolio or case study) and to be named in the imprint of the website ("Vibecoded by Coolagency").

§ 8 Warranty (Gewährleistung) & Updates

(1) The warranty period for custom software/development defects is 12 months from acceptance.

(2) No-Code/Low-Code Disclaimer: If the Agency builds on third-party platforms (e.g., Webflow, Framer, Shopify), the Agency is not liable for functional failures caused by updates, downtime, or changes to the terms of use of these platform providers. Maintenance required due to platform updates is billable as a separate service.

(3) Warranty does not cover bugs caused by the Client's own intervention in the source code or CMS settings.

§ 9 Liability

(1) The Agency is liable without limitation for intent and gross negligence.

(2) In cases of slight negligence, liability is limited to the breach of essential contractual obligations (cardinal obligations) and is capped at the typical, foreseeable damage.

(3) The Agency is not liable for data loss if the Client has failed to perform regular backups, nor for the specific commercial success of marketing campaigns (e.g., ROAS, Sales).

§ 10 Confidentiality

(1) Both parties agree to treat all business secrets and confidential information obtained from the other party during the cooperation as strictly confidential and not to make them accessible to third parties.

(2) This obligation remains in force for a period of two years after the termination of the contract.

§ 11 Final Provisions

(1) Changes or additions to this contract must be made in writing.

(2) The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

(3) Place of Jurisdiction: The exclusive place of jurisdiction for all disputes arising from this contract is Stuttgart, Germany.

(4) Should individual provisions of these GTC be ineffective, this shall not affect the validity of the remaining provisions. The ineffective provision shall be replaced by a valid provision that comes closest to the economic purpose of the ineffective provision.