GENERAL TERMS AND CONDITIONS

1. Company Information and Scope

1.1. These General Terms and Conditions (“Terms”) govern contractual relationships between CarbonFeather GbR, Hildegundisstraße 66, 40668 Meerbusch, Germany (“CarbonFeather,” “we,” “us”), represented by its partners Luis Hansen and Richard Alex Weinekötter, and its business clients (“Client”).

1.2. CarbonFeather provides website strategy, design, development, hosting, maintenance, search engine optimization (SEO), generative engine optimization (GEO), conversion optimization, and related digital marketing services.

1.3. These Terms apply exclusively to clients acting for business or professional purposes. CarbonFeather does not offer services to consumers under these Terms.

1.4. These Terms apply only where they have been validly incorporated into the relevant agreement before or at the time of contract formation. Client terms do not apply unless expressly accepted by CarbonFeather.

1.5. Individually negotiated terms prevail over these Terms. Unless otherwise expressly agreed, the following order of precedence applies:

1. Individually negotiated agreements and special conditions;

2. Accepted proposal, including pricing and payment terms;

3. Statement of Work (“SOW”) or agreed service specification;

4. Applicable project, maintenance, or marketing service agreement;

5. These Terms.

An applicable Data Processing Agreement (“DPA”) takes precedence regarding the processing of personal data.

2. Proposals and Contract Formation

2.1. Proposals describe the applicable services, fees, payment arrangements, project scope, timelines, and any special conditions.

2.2. Unless expressly designated as binding, proposals, estimates, and pricing indications are non-binding invitations to enter into a contract.

2.3. A contract is formed when CarbonFeather accepts the Client’s order or when the Client accepts a binding proposal issued by CarbonFeather. Acceptance may take place by email, electronic signature, or another legally permissible method.

2.4. CarbonFeather may require the Client to confirm its business status and the authority of the individual accepting the proposal.

2.5. Any service not expressly included in the accepted proposal or SOW is outside the agreed scope.

3. Website Strategy, Design, and Development

3.1. CarbonFeather develops websites intended to support the Client’s business positioning, online presence, marketing, and sales activities.

3.2. The specific deliverables, including page count, functionality, integrations, design requirements, content responsibilities, and implementation schedule, are defined in the accepted proposal or SOW.

3.3. Website projects include foundational SEO and GEO measures only to the extent described in the agreed scope. These may include technical website structure, relevant metadata, semantic content organization, performance-related measures, and other agreed optimization work.

3.4. Ongoing SEO, GEO, content production, backlink acquisition, advertising, and marketing management are excluded unless expressly agreed.

3.5. CarbonFeather does not guarantee specific search rankings, placement in AI-generated responses, traffic volumes, leads, sales, revenue, conversion rates, or other commercial outcomes.

3.6. Unless expressly agreed and legally permitted, CarbonFeather does not provide legal, tax, regulatory, or other licensed professional advice.

4. Project Schedule and Client Cooperation

4.1. Project commencement, milestones, and completion dates are governed by the accepted proposal or SOW.

4.2. Any communicated standard production period, including a target of approximately ten German business days for a typical website, is an estimate unless expressly designated as a binding deadline.

4.3. The Client shall provide all reasonably required information, content, credentials, approvals, and decisions accurately and on time.

4.4. Where Client cooperation is delayed, affected deadlines shall be extended by the period of delay and any additional reasonable time required for rescheduling or technical coordination. CarbonFeather shall notify the Client of material scheduling consequences.

4.5. The Client is responsible for the accuracy, legality, and completeness of materials it supplies and for obtaining the necessary rights to use them.

4.6. CarbonFeather remains responsible for performing its own agreed obligations with reasonable professional care.

5. Demo-First Process

5.1. CarbonFeather may prepare a preliminary website demonstration before a project contract is concluded.

5.2. Unless individually agreed otherwise, the demonstration will remain accessible for up to 48 hours after the joint presentation.

5.3. After that period, CarbonFeather may remove public access to the demonstration.

5.4. If the prospective Client declines the project, CarbonFeather will delete the demonstration materials in accordance with its applicable deletion procedures, subject to legal retention obligations and other lawful retention grounds.

5.5. If the Client proceeds with the project, relevant demonstration materials may be incorporated into the contracted project.

5.6. Demonstrations remain the intellectual property of CarbonFeather or the respective rights holders. No license to reproduce, publish, commercially exploit, or independently implement a demonstration is granted merely by viewing it.

5.7. Demonstrations may contain preliminary content, placeholder information, or functionality that is not yet ready for production use.

6. Revisions and Scope Changes

6.1. Unless the accepted proposal states otherwise, one consolidated revision round is included in the website project fee.

6.2. A revision round consists of one coordinated submission of reasonable design or content adjustments within the agreed scope.

6.3. Additional revisions, new pages, substantial redesigns, new integrations, new functionality, and other changes outside the agreed scope require separate agreement.

6.4. CarbonFeather shall inform the Client of any additional fees and material schedule changes before undertaking chargeable extra work.

6.5. Changes necessary to remedy defects in contractually agreed deliverables are not counted as chargeable revision rounds. Statutory defect rights remain unaffected.

7. Completion, Review, and Acceptance

7.1. When a website project is ready for acceptance, CarbonFeather will notify the Client and provide a reasonable opportunity to review the deliverables.

7.2. The standard review period is seven German business days from the completion notice, unless otherwise agreed. A business day means Monday through Friday, excluding public holidays applicable at CarbonFeather’s business location.

7.3. The Client shall promptly identify any alleged defects with sufficient detail to allow assessment and correction.

7.4. Minor defects that do not materially prevent the agreed use of the website do not, by themselves, justify refusal of acceptance.

7.5. Acceptance may be expressly confirmed by email or through an acceptance record.

7.6. Deemed acceptance applies only where the requirements of applicable law are satisfied, including the setting of a reasonable acceptance deadline after completion and the Client’s failure to refuse acceptance while identifying at least one defect, where legally required.

7.7. The standard review period under Clause 7.2 does not independently establish deemed acceptance.

7.8. Acceptance does not eliminate statutory rights relating to defects.

8. Fees, Payment, Taxes, and Non-Payment

8.1. Project fees are determined by the accepted proposal. These Terms do not establish a universal fixed price for website development.

8.2. Unless otherwise agreed, project fees are payable in full in advance. Alternative installment or milestone payment arrangements may be specified in the proposal.

8.3. CarbonFeather is not required to commence chargeable project work until the agreed initial payment has been received.

8.4. Fees for US Clients are generally quoted in United States dollars (USD), unless the proposal states otherwise.

8.5. Prices are exclusive of applicable taxes, duties, and other legally required charges. Tax treatment will be determined according to applicable law and the circumstances of the transaction.

8.6. Accepted payment methods may include bank transfer, PayPal Business, and SEPA transfers where available. Any applicable third-party transaction charges must be disclosed or agreed where legally required.

8.7. Recurring service fees are payable monthly in advance according to the applicable maintenance or marketing agreement.

8.8. In the event of non-payment, CarbonFeather may exercise its statutory rights, including claiming applicable default interest and other legally recoverable amounts.

8.9. In cases of material payment default, CarbonFeather may withhold or suspend affected services following appropriate notice and subject to applicable law and proportionality.

8.10. Live hosting will not be suspended automatically when an invoice becomes overdue. Before suspension, CarbonFeather shall consider the nature of the breach, applicable legal requirements, and reasonably foreseeable consequences.

8.11. CarbonFeather may terminate an affected contractual relationship for good cause in cases of serious or repeated payment default, provided the applicable legal requirements are satisfied. Where required by law, CarbonFeather shall first provide a reasonable opportunity to remedy the breach or issue an appropriate warning.

8.12. Statutory claims for damages and other legal remedies remain unaffected.

9. Client Cancellation of Website Projects

9.1. The Client may terminate a website development contract before completion in accordance with applicable law, including Section 648 of the German Civil Code (Bürgerliches Gesetzbuch, “BGB”), where applicable.

9.2. In the event of termination for convenience, CarbonFeather is generally entitled to the agreed contractual remuneration, subject to applicable law.

9.3. CarbonFeather shall deduct expenses saved as a result of the termination, as well as income earned or maliciously omitted from alternative use of its resources, to the extent required by Section 648 BGB or other applicable law.

9.4. The statutory presumption under Section 648 BGB concerning remuneration attributable to the unperformed portion of the work remains applicable where legally relevant.

9.5. Following termination, CarbonFeather will provide a reasonably itemized final accounting. Advance payments shall be credited against amounts properly due. Any remaining credit shall be refunded.

9.6. Either party may terminate the project contract for good cause where the requirements of Section 648a BGB or other applicable law are satisfied.

9.7. Mandatory statutory rights relating to breach of contract, defects, or other grounds for termination remain unaffected.

9.8. Termination of a website development contract does not automatically terminate a separately concluded hosting, maintenance, or marketing service agreement.

10. Intellectual Property and Website Rights

10.1. All intellectual property rights remain with their respective owners.

10.2. Upon receipt of full payment of all amounts due for the relevant deliverables, CarbonFeather grants the Client a perpetual, worldwide, non-exclusive, transferable, and sublicensable right to use, reproduce, publish, modify, maintain, and commercially operate the specifically commissioned website deliverables to the extent CarbonFeather is entitled to grant such rights.

10.3. The Client may appoint another service provider to host, maintain, or modify the delivered website.

10.4. Pre-existing CarbonFeather tools, reusable code, frameworks, templates, internal processes, development utilities, and know-how remain the property of CarbonFeather or their respective owners. Where incorporated into a delivered website, the Client receives the rights reasonably necessary to operate and maintain that website.

10.5. Open-source software, licensed fonts, stock media, third-party software, APIs, and other external components remain subject to their applicable license terms.

10.6. The Client retains its rights to content, trademarks, business information, and other materials supplied by the Client.

10.7. Following full payment, CarbonFeather will make the deliverable website files available for export without an additional export fee, to the extent those files form part of the agreed deliverables and are technically exportable.

10.8. Technical migration, third-party hosting setup, infrastructure reconstruction, and services beyond providing the agreed export may be quoted separately.

10.9. Internal development accounts, proprietary tooling, and third-party credentials that cannot legally be transferred are not included in the export unless expressly agreed.

11. Hosting and Maintenance — Maintain

11.1. CarbonFeather offers a separately identified paid hosting and maintenance service (“Maintain”). Whether Maintain forms part of a website project, its applicable fee, and its contractual term must be expressly stated in the accepted proposal or maintenance agreement.

11.2. The standard US Maintain fee is USD 119 per month, exclusive of applicable taxes, unless a different fee is expressly agreed.

11.3. Where expressly agreed, the initial fixed contractual term is twelve months from the specified service commencement date.

11.4. After the initial term, the Maintain agreement continues for an indefinite period and may be terminated by either party with one month’s notice.

11.5. Maintain includes, to the extent specified in the agreed scope, website hosting, SSL certificate management, technical maintenance, applicable security updates, backups, restoration from available backups where technically feasible, and limited minor website changes.

11.6. Maintain includes up to three minor change requests per calendar month, subject to a combined maximum of 30 minutes of work per calendar month.

11.7. Minor changes may include replacing an existing image, updating business hours, or inserting Client-supplied text into an existing page.

11.8. Unused requests or minutes do not carry forward. New pages, substantial design changes, additional functionality, new integrations, strategic consulting, and marketing services are excluded unless expressly agreed.

11.9. CarbonFeather will seek approval before performing chargeable work exceeding the included monthly allowance.

11.10. Standard support hours are Monday through Friday, 9:00 a.m. to 5:00 p.m. German local time, excluding public holidays at CarbonFeather’s business location.

11.11. Support requests may be sent to luis.hansen@carbonfeather.de. No specific response time, resolution time, or uninterrupted availability is guaranteed unless expressly agreed in a service level agreement.

11.12. Domain registrations, renewals, third-party subscriptions, premium software licenses, and external platform fees are not included unless expressly identified in the proposal.

11.13. Both parties retain their statutory rights to terminate for good cause. For continuing contractual obligations, the requirements of Section 314 BGB apply where relevant.

12. Backups and Restoration

12.1. During an active Maintain agreement, CarbonFeather will perform website backups at least weekly, covering the website files and databases within the agreed hosting and backup scope.

12.2. Backups will be stored using Hetzner infrastructure, including a separately configured Hetzner Storage Box, unless alternative infrastructure is individually agreed.

12.3. Backup retention periods are determined by the backup configuration actually implemented and the applicable contractual agreement. A rolling 30-day retention period applies only where expressly agreed and technically implemented.

12.4. CarbonFeather will restrict backup access to authorized personnel and implement appropriate technical and organizational security measures. A particular encryption method or encryption of stored backup archives is required only to the extent expressly agreed or necessary to comply with applicable data protection obligations.

12.5. Restoration is limited to the data contained in available, usable backup copies. Changes made after the most recent successful backup may not be recoverable.

12.6. Third-party platforms, external booking systems, payment processors, and databases outside CarbonFeather’s agreed technical control are not automatically included in the backup scope.

12.7. CarbonFeather will maintain reasonable backup and restoration procedures but does not guarantee that every historical version or every item of data can be recovered in all circumstances. Mandatory statutory liability and data protection obligations remain unaffected.

13. Termination of Hosting and Data Handover

13.1. Upon termination of Maintain, the Client may request an export of the deliverable website files in accordance with Clause 10.

13.2. CarbonFeather will provide a reasonable transition period of up to 30 days following the end of the hosting service for the Client to obtain the available website export, unless a different arrangement is required by law or agreed in writing.

13.3. The transition period does not automatically include continued public hosting after the service termination date.

13.4. Following the applicable transition period, CarbonFeather may remove the website from its hosting infrastructure and delete associated data in accordance with the applicable DPA, documented instructions, legal obligations, and backup retention procedures.

13.5. The Client is responsible for arranging replacement hosting, domain configuration, and any required third-party services.

13.6. CarbonFeather is not obliged to retain terminated website environments indefinitely. Restoration requested after the service has ended may require a separate agreement and is possible only if suitable data remain lawfully available.

14. SEO, GEO, and Marketing Services — Grow

14.1. Ongoing SEO, GEO, conversion optimization, campaign management, content services, and related marketing activities (“Grow”) are provided only where separately agreed.

14.2. The accepted proposal or Grow agreement will define the scope of services, fees, payment frequency, contract duration, deliverables, reporting obligations, and any agreed performance indicators.

14.3. Advertising spend, external platform fees, and third-party service costs are separate unless expressly included.

14.4. CarbonFeather does not guarantee particular search rankings, AI recommendations, traffic, leads, conversion rates, customer acquisition costs, sales, or revenue.

14.5. Performance estimates, projections, audits, and recommendations are professional assessments, not guarantees of future results.

15. Additional Development — Expand

15.1. Additional pages, landing pages, funnels, integrations, automation, booking functionality, and other website extensions (“Expand”) are subject to separate agreement.

15.2. The scope, fees, timeline, and any ongoing service requirements will be defined in an accepted proposal or change order.

16. Client Content, Legal Compliance, and Third Parties

16.1. The Client is responsible for ensuring that content and materials it supplies do not infringe third-party rights or violate applicable law.

16.2. Unless expressly included in the agreed scope, the Client is responsible for obtaining and maintaining its website legal notices, privacy notices, cookie disclosures, marketing consents, and other business-specific legal documentation.

16.3. Where CarbonFeather agrees to implement technical compliance-related features, it shall perform that agreed implementation with reasonable professional care. Responsibility for CarbonFeather’s own acts and omissions is not excluded.

16.4. Third-party software and services may be subject to separate terms, technical restrictions, service interruptions, and licensing requirements.

16.5. CarbonFeather will not be responsible for changes independently made by the Client or unrelated third parties to the extent those changes cause the relevant issue.

17. Portfolio and Reference Rights

17.1. Unless otherwise individually agreed, the Client authorizes CarbonFeather to identify the Client as a business reference by using the Client’s business name, business logo, and a factual description of the commissioned project on CarbonFeather’s website, in presentations, proposals, and other business marketing materials, provided the Client is authorized to grant those rights.

17.2. This authorization is limited to the Client’s business-identifying materials and does not include confidential information, undisclosed financial data, personal endorsements, or non-public project details.

17.3. The Client confirms that it has the authority to grant the rights described in this clause, subject to applicable law and third-party rights.

17.4. Any separately agreed confidentiality restriction or individually negotiated reference exclusion takes precedence over this clause.

17.5. Video testimonials, personal endorsements, and other specifically attributed promotional statements require separate agreement and any necessary individual permissions.

17.6. CarbonFeather will discontinue future use of reference materials where continued use would violate applicable law or where the parties otherwise agree.

18. Confidentiality

18.1. Each party shall keep confidential any non-public business, technical, commercial, or personal information disclosed by the other party and identified as confidential or reasonably understood to be confidential.

18.2. Confidential information may be used only to perform the contractual relationship and may be disclosed to personnel and service providers who reasonably need access and are subject to appropriate confidentiality obligations.

18.3. Confidentiality does not apply to information that is publicly available without breach, independently developed, lawfully received from another source, or required to be disclosed by law.

18.4. The confidentiality obligations continue after termination for as long as the information remains confidential, subject to applicable law.

19. Data Protection

19.1. Each party shall comply with the data protection laws applicable to its own processing activities.

19.2. Where CarbonFeather processes personal data on behalf of the Client, the parties shall enter into an appropriate Data Processing Agreement where required by applicable law.

19.3. The DPA will address processing purposes, categories of data, affected individuals, instructions, technical and organizational measures, subprocessors, international transfers, assistance obligations, and deletion or return of data.

19.4. CarbonFeather may use appropriately contracted hosting, infrastructure, backup, and other technical providers in accordance with the applicable DPA and legal requirements.

19.5. Where legally required, international transfers of personal data shall be subject to an appropriate transfer mechanism and any necessary safeguards.

19.6. These Terms do not replace any mandatory DPA, international data transfer agreement, or additional privacy terms required for particular processing activities.

20. Defects and Statutory Rights

20.1. CarbonFeather shall perform its contractual obligations with reasonable professional care and deliver the agreed services and work products.

20.2. The Client shall report identified defects with sufficient detail to permit investigation.

20.3. Where legally required, CarbonFeather shall have an opportunity to remedy a defect within a reasonable period, subject to the Client’s applicable statutory rights.

20.4. Statutory rights relating to defects, supplementary performance, price reduction, termination, and damages remain applicable to the extent required by law.

20.5. The absence of a guaranteed commercial result does not relieve CarbonFeather of responsibility for agreed technical or functional requirements.

21. Liability

21.1. CarbonFeather shall be liable without contractual limitation for damage caused intentionally or through gross negligence, for injury to life, body, or health caused by a culpable breach of duty, and in any other case where liability cannot lawfully be excluded or limited.

21.2. In cases of slight negligence, CarbonFeather shall be liable for breach of an essential contractual obligation, meaning an obligation whose performance is necessary for proper execution of the contract and on which the Client may ordinarily rely. In such cases, liability shall be limited to damages that were foreseeable and typical for the contract at the time of conclusion.

21.3. Liability for slight negligence involving non-essential contractual obligations is excluded to the extent permitted by applicable law.

21.4. The foregoing limitations also apply, where legally permissible, to claims against CarbonFeather’s partners, representatives, employees, and agents.

21.5. These provisions do not restrict mandatory liability, including liability arising from an expressly assumed guarantee or any other non-excludable statutory obligation.

22. Force Majeure and External Disruptions

22.1. Neither party shall be responsible for delays caused by extraordinary events outside its reasonable control to the extent the event prevents performance and the affected party is not legally responsible.

22.2. The affected party shall notify the other party without undue delay and take reasonable measures to mitigate the consequences.

22.3. Contractual obligations will be adjusted only to the extent justified by the event and applicable law.

22.4. Statutory rights to terminate or seek other remedies remain unaffected.

23. Corporate Reorganization and Contract Transfers

23.1. CarbonFeather GbR may reorganize its business, establish affiliated entities, or transfer business operations to a successor entity, including a German limited liability company or a United States corporation or limited liability company.

23.2. The Client will be informed within a reasonable period before a proposed transfer of its contractual relationship.

23.3. Any transfer of the Client’s contract, rights, obligations, or personal data shall be subject to applicable law, contractual requirements, and any consent or additional agreement legally required.

23.4. Until a valid transfer has taken effect, CarbonFeather GbR remains the Client’s contractual counterparty.

24. Notices and Communications

24.1. Unless a stricter form is required by law or individually agreed, contractual notices, approvals, change requests, and ordinary termination notices may be communicated by email.

24.2. Communications to CarbonFeather may be sent to:

luis.hansen@carbonfeather.de

24.3. The Client shall maintain an accurate business contact email address and promptly communicate relevant changes.

24.4. Mandatory statutory form requirements remain unaffected.

25. Governing Law and Jurisdiction

25.1. These Terms and the contractual relationship shall be governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules, to the extent permitted by applicable law.

25.2. To the extent a valid and enforceable choice-of-court agreement may be made, the courts having jurisdiction over Meerbusch, Germany, shall have exclusive jurisdiction over disputes arising out of or in connection with the contractual relationship.

25.3. Nothing in these Terms excludes the application of mandatory legal provisions that cannot lawfully be excluded by agreement.

26. Final Provisions

26.1. Amendments to an individual agreement require mutual agreement unless otherwise permitted by applicable law.

26.2. CarbonFeather may publish updated versions of these Terms for future contracts. Updated Terms do not automatically amend existing contracts.

26.3. If any provision is invalid or unenforceable, the remaining provisions remain effective to the extent legally permissible. Applicable statutory law governs the invalid provision.

26.4. These Terms are written in English for international business clients. Where an individually agreed German-language version controls, the applicable agreement shall expressly identify the controlling version.

⸻

CarbonFeather GbR

Hildegundisstraße 66

40668 Meerbusch

Germany

Partners: Luis Hansen and Richard Alex Weinekötter

VAT ID: DE461826717

Email: luis.hansen@carbonfeather.de

Telephone: +49 155 10171225

Website: carbonfeather.de