General terms & conditions

Scope, Formation & Basic Terms

Scope of Application

GB provides all services exclusively on the basis of these General Terms and Conditions ("GTC"). These GTC apply to all legal transactions between GB and its clients and form the basis of all agreements, offers, contracts, and services provided by GB. They are deemed accepted upon placement of an order or acceptance of delivery. This applies in particular if the client uses terms and conditions that conflict with or deviate from these GTC. Conflicting or deviating client terms are invalid, even if GB does not expressly object to them, and only apply if GB agrees to them in writing. Performance of a service does not constitute such consent, nor do these GTC get superseded by commercial practice, tacit agreement, or acquiescence. These GTC also apply to all future business relationships with the client, even without being expressly agreed again. GB provides services in the areas of digital (strategy) consulting, conception, project management, brand and product communication, and the creation, transfer, and implementation of software and software components. These GTC apply in particular to (a) services such as (strategy) consulting, conception, and project management in the field of e-commerce, (b) the creation and licensing of software, and (c) accompanying services such as installation, implementation, adaptation, hosting, operation of software, and training.

Commissioning & Conclusion of Contract

Contracts must be concluded in writing with the involvement of GB's management to be valid. An email bearing GB's email address/signature is considered a signature; the same applies to client emails. Agreements made by fax are also recognized as valid. Any ambiguities in the order placement are at the expense of the client. Amendments or additions to concluded contracts, or to these GTC themselves, must be made in writing with the involvement of GB's management. Verbal agreements or declarations by other persons are only effective if confirmed in writing by GB's management; other verbal side agreements are deemed not to have been made. GB shall inform the client in writing of any changes to these GTC. A change is deemed approved if the client does not object in writing within six weeks of receiving the change notice; GB shall point out this consequence in the notice.

Contract Content & Services to Be Provided

In case of doubt, GB's offer is decisive for the content and scope of services. Offers made by GB are always subject to change. These GTC are published in English and German. The language version matching the individual offer applies to that contract; in any other case, or in case of divergence between the two versions, the English version prevails. Unless otherwise agreed, or unless otherwise specified in the contract documents, GB provides independent, non-binding advice to the client as a service — no specific outcome is owed or guaranteed. GB performs the contractual services with the care customary in the industry.

Contract Period

The contract enters into force upon signature and runs for the term specified in the offer or contract. If no term is agreed, it ends upon three months' notice to the end of the month. The right to terminate for good cause without notice remains unaffected. Termination must be in writing. Insofar as a deliverable-based (work-product-style) engagement is concerned, the corresponding contractual relationship ends upon acceptance; termination of such an engagement is also possible under applicable statutory provisions.

Collaboration & Delivery

Client's Obligations to Cooperate

Immediately after the start of the contract, the client shall provide GB with all documents, information, and agreed provisions (e.g., software to be procured by the client, project access) necessary for the provision of services, complete, accurate, free of third-party rights, and free of charge. The client shall provide further information, documents, and supplies immediately upon request. If the client recognises that its own supplies, information, or requirements are incorrect or incomplete, it must notify GB immediately and take corrective measures. GB's acceptance of information does not constitute acknowledgment of its completeness. The client is responsible for regularly and properly backing up its own data, including protecting it during any implementation services in which GB accesses the client's systems. The client shall provide GB with comprehensive and appropriate support at its own expense, in particular by appointing a responsible, decision-authorised contact person ("product owner"). Further cooperation obligations may arise from the contract documents, in particular service descriptions.

If the client fails to fulfil its cooperation obligations, GB shall notify the client and set a reasonable deadline for cooperation. If the client does not act within the deadline, or fails to state in writing the reasons preventing cooperation, or definitively refuses to cooperate, any resulting delays, quality losses, defects, or damage are borne by the client. Insufficient cooperation may cause additional costs even before the deadline expires (e.g. due to rescheduling); GB is entitled to claim reimbursement of these costs. If the client still fails to cooperate after the deadline, GB may terminate or withdraw from the contract without a further deadline, subject to prior written notice, and invoice either the services actually rendered or the agreed/forecast total remuneration less saved expenses. Further damages claims by GB remain unaffected. If the client provides content for use on a website, platform, or other electronic media, the client alone is responsible for ensuring that content complies with all applicable laws and third-party rights. GB is not obliged to verify the client's compliance with applicable laws, nor the correctness, completeness, integrity, or authenticity of data provided by or processed for the client.

Contract Execution

GB may use third parties (e.g., freelancers and subcontractors) to provide its services. If an agile development process is agreed for software creation, a client-appointed product owner actively manages the project. The client formulates requirements, which the parties map into stories that the product owner formulates in consultation with GB and enters into a shared product backlog, which the client can prioritise. GB develops the software in iterations according to the backlog. Until the start of an iteration, the client can request changes at any time; afterwards, only after express consultation with GB. The client tests GB's services on an ongoing basis, including during iterations, and at the latest after completion of an iteration (notified by GB) must promptly test, approve, or state reasons for rejection. Rejected results are addressed in the next iteration.

Deadlines & Delays in Performance

Services are performed as quickly as possible, but deadlines are generally non-binding targets unless expressly agreed in writing as binding. A binding service time is conditional on the client having fulfilled its own obligations (e.g. timely deposit payment, complete provision of documents). Client-requested changes or additions extend any binding delivery time accordingly. Further claims, in particular damages for delay, are excluded unless GB is guilty of at least gross negligence. Delays due to force majeure or other unforeseeable circumstances outside GB's control (e.g. general telecommunications/power disruptions, third-party sabotage or malware, strikes, lockouts, official orders) do not put GB in default. Binding performance times are automatically extended by the duration of the hindrance plus a reasonable start-up period, without giving rise to a client damages claim, including where important deadlines or events are affected as a result.

Acceptance & Warranty

This section applies to acceptance, risk transfer, and warranty for all deliverables under this agreement, regardless of whether they are more accurately characterised as work product, licensed software, or another form of deliverable. (This merges what were originally two separate sections split along German "Werkvertrag vs. Kaufvertrag" lines — a distinction Cyprus law doesn't draw.) Unless otherwise agreed with regard to acceptance and transfer of risk, acceptance (and transfer of risk) takes place when the deliverable is posted on a project page set up by GB or by the client for this purpose, provided the client is notified of the posting, given a reasonable period to review it, and does not refuse acceptance in writing within that period, citing a defect. If the client is a consumer, this shall only apply if GB has informed the client, together with the request for acceptance and in text form, of the consequences of not responding; a consumer's refusal and statement of defect need not be in writing. Acceptance cannot be refused for minor defects. Payment of the unconditional remuneration is equivalent to acceptance. Where the client is a business, acceptance is also deemed to occur once the client starts using the deliverable.

Change requests / correction loops: Unless otherwise agreed, and unless an agile process is used, GB's offer/contract price includes a maximum of one correction loop for implementing the requirements defined in the service specification. Requests to change already-accepted concepts, designs, copy, content, or code are treated as supplements and billed separately as a "change request." GB will inform the client of such additional work and its cost before it is incurred.Warranty: If a business client does not report a defect within one month of acceptance, it can no longer assert warranty claims for that defect, unless the defect was objectively unrecognisable within that period (burden of proof on the client). In any case, a business client's warranty claims expire one year after acceptance or partial acceptance.

Fees, Invoicing & Cancellation

Compensation

The remuneration agreed in the contract applies. Unless otherwise agreed, a net hourly consulting rate plus ancillary costs (external costs, expenses, travel) applies. Unless otherwise agreed, payment is due 14 days after the invoice date. In default of payment, GB may demand immediate payment of all outstanding invoices regardless of agreed terms, and is entitled to terminate or withdraw in addition to claiming damages. Where GB claims damages for non-performance, these amount to 25% of the agreed price; this amount is adjusted upward or downward if GB proves the damage was greater, or the client proves it was less. GB may demand partial payments based on objective project progress. For new business relationships or above-average remuneration, GB may demand advance/partial payment of up to 50% of total remuneration. The contract becomes binding on both parties upon signature, which also marks the start of the project; there is accordingly no separate pre-start window in which the client could cancel free of charge. If the client changes or cancels an order after signature, GB's resulting costs are reimbursed by the client, who also indemnifies GB against resulting third-party liabilities; any termination follows the notice provisions of Section 1.4 (Contract Period).

If the parties agree a quota of services the client will call off within a period, the quotas in the offer are firmly agreed. GB will notify the client in good time if quotas remain uncalled and offer them for call-off; if the client still fails to call them off in time, GB may invoice the full remuneration for the booked quota, deducting any proceeds from an alternative use of the freed-up resources GB is able to arrange (GB is under no obligation to seek such alternative use). GB is separately reimbursed for external costs necessary to fulfil the order (e.g. delivery/shipping, courier, translations, image licences and research, hosting, buy-outs, software/licence costs in general), for necessary travel, and for reasonable expenses and technical ancillary costs. Unforeseeable additional work caused by the client's insufficient or incorrect cooperation, or by (repeated) change requests, is reimbursed reasonably, in line with the already-agreed remuneration basis or the basic hourly rate. The client may only set off undisputed or legally established counterclaims, and may only exercise a right of retention on the same conditions and where the counterclaim arises from the same contractual relationship.

VAT, Currency & Invoicing

All prices are quoted in EUR and exclude VAT unless stated otherwise. VAT is added to invoices where required under Cyprus/EU VAT law. For EU business clients providing a valid VAT number, invoices are issued under the reverse-charge mechanism (the client self-accounts for VAT in its own jurisdiction). For non-EU clients, invoices are issued without EU VAT, subject to any applicable local rules on the client's side. Payment is made by bank transfer, in accordance with the payment schedule set out in the individual offer (either agreed instalments or payment in full in advance).

Confidentiality, IP & Marketing Rights

Duty of Confidentiality

The contracting parties undertake to treat all confidential information that becomes known in connection with the performance of the contract as strictly confidential, throughout the contractual relationship and after its termination, and not to disclose it to third parties or use it otherwise. All information — physical, digital, or verbal — that is not already public is considered confidential.

Rights to Work Results: Copyright, Usage Rights, Retention of Title

Subject to the client's non-waivable statutory minimum rights of a lawful user of a computer program (see Article 7B of the Copyright and Related Rights Law of 1976, Law 59/1976, as amended, and any equivalent minimum rights under applicable law), GB grants the client — conditional on full payment of the remuneration owed — only a simple, non-transferable, non-sublicensable right of use to works created by GB, for the agreed contractual purpose and term, insofar as GB itself holds the necessary rights, unless otherwise agreed. The client is not entitled to transfer this right of use, in whole or in part, or have it exercised by third parties, unless otherwise agreed. Any such transfer, or any use beyond the client's non-waivable statutory minimum rights, requires GB's consent and separate remuneration. This does not affect the client's legal position regarding purchased standard software, based on the mere purchase of that software./p>

GB grants the client rights of use only for the selected concept or design; other concepts or designs may not be used, passed on, or imitated by the client without a corresponding contractual provision. (This covers, for example, a client using, publishing, or having a third party develop a logo/design direction from a pitch that it did not select and pay to license, or passing on rejected concepts to another agency for further work.) If the client nonetheless uses, discloses, or has a third party develop an unselected concept or design, the client owes GB a further fee equal to twice the fee that would have applied to a regular licence of that concept, without prejudice to further damages and injunctive relief available to GB under applicable law. GB is entitled to comprehensive information about the client's scope of use. Unless otherwise agreed, rights of use to works not fully paid for at termination of the underlying contract remain with, or revert to, GB, including in the event of the client's insolvency. Client suggestions or other forms of cooperation do not constitute joint authorship and have no effect on remuneration unless agreed. The client is solely responsible for checking the reproduction rights of all templates it supplies, and indemnifies GB against third-party claims if, contrary to its assurance, it was not authorised to use them./p>

All working documents, electronic data, production data, records, sketches, rough concepts, and drafts created as intermediate steps remain with GB. Unless otherwise agreed, the client has no claim to release or use of these items, and their publication (in full or in part) is not permitted. The client may only use expert opinions and other consulting results to optimise its own e-commerce activities. Unless otherwise agreed, disclosure is limited to persons involved in the project, and publication (in full or in part) is not permitted. Any use — even partial — of work GB presents or submits for the purpose of concluding a contract (e.g. pitch/presentation materials), whether copyright-protected or not, requires GB's prior consent; this also applies to modified/edited use and to use of the underlying ideas. Acceptance of a presentation fee does not constitute such consent./p>

White-label option: By explicit written agreement recorded in the individual offer, GB may instead grant the client a transferable, sublicensable right of use permitting full commercial exploitation of the deliverable, including as a white-label product — without any attribution to GB, and without GB naming the client or using the deliverable for its own reference/marketing purposes under Section 4.3. This option is subject to a surcharge of 40% on the applicable fee (e.g. EUR 14,000 instead of EUR 10,000) and applies only where agreed per project. GB retains ownership of any data carriers to be handed over until the client has paid the remuneration owed in full, and is entitled to sign products it develops in a manner customary in the industry.

Customer Reference

GB is entitled to use the order for its own advertising purposes, in particular to name the client as a reference on its website or in other media, and to use the client's company logo/corporate symbol for this purpose under a simple right of use. The client undertakes, when distributing, publishing, or making publicly available the deliverables GB created for it (e.g. websites, apps), to indicate in a suitable place that GB acted as service provider and to include a link to the GB website, unless unreasonable in an individual case, or unless the parties have agreed on the White-Label option under Section 4.2 — in which case this section does not apply.

Use of AI Tools

GB may use generative AI tools as part of service delivery (e.g. drafting assistance, image generation, research). On request, GB will disclose material use of AI tools in a deliverable. Given the current legal uncertainty over ownership and third-party rights in AI-generated content, the client is responsible for final legal, factual, and trademark/copyright clearance of AI-assisted output before publication. GB gives no warranty that AI-assisted output is free of third-party rights or factual errors.

Liability, Compliance & Protective Covenants

Liability

GB is liable without limitation for intent, gross negligence, claims under applicable product liability legislation (the Defective Products (Civil Liability) Law of 1995, Law 105(I)/1995, implementing EU Directive 85/374/EEC), and injury to life, limb, or health. For simple negligence, GB is only liable for breaches of essential contractual obligations on whose fulfilment the client may regularly rely, and then only for foreseeable damage typical for this type of contract, capped at GB's one-time income from the relevant order. GB is not liable for loss of data or programs where the client failed to perform regular, proper data backups that would have allowed reasonable-effort recovery. Where GB's liability is excluded or limited, this also applies to the personal liability of GB's legal representatives, employees, and vicarious agents. The client bears the legal risk of the admissibility of measures developed and implemented by GB, in particular regarding competition law, copyright law, and advertising law. GB assumes no liability for project names, terms, trademarks, logos, photos, content, or other works developed or used for the client that infringe third-party copyright, related rights, trademark, or other rights, nor for the patentability, copyrightability, registrability, or novelty of ideas, proposals, concepts, drafts, names, trademarks, or logos delivered under the order.

By approving drafts, concepts, and designs, the client assumes responsibility for the technical and factual accuracy of text, images, and design, including factual statements in advertising material about the client's own products and services; GB is not liable in this respect. GB assumes no liability or warranty towards the client for orders placed with third parties on the client's behalf and account, provided GB was not negligent in the third party's selection; GB acts solely as intermediary in such cases and assigns to the client all warranty, damages, and other claims against the subcontractor, which the client must first attempt to enforce before claiming against GB. The client indemnifies GB against third-party claims arising from conduct for which the client is responsible under the contract, including related legal costs. GB's consulting services provide recommendations based on expert knowledge; a corresponding legal review of liability-relevant facts is generally not included in scope. Employees, staff, representatives, vicarious agents, and assistants of GB are personally liable only in accordance with this liability clause.

Non-Solicitation

The client undertakes not to poach GB employees or freelancers working on the client's projects during the collaboration and for one year thereafter, nor to hire or engage them (including as freelancers) without GB's consent. For each culpable violation, the client owes a contractual penalty of 1.5 times the respective employee's or freelancer's gross annual salary or fee; further damages claims remain unaffected. [Note: as a restraint on the individual's ability to work, this type of clause is scrutinised for reasonableness of scope and duration under Cyprus/common-law doctrine — the current one-year scope is likely defensible but worth confirming with counsel.]

Sanctions & Export Control

GB will not knowingly provide services to any party, or in connection with any country or activity, subject to applicable EU, UN, or other binding sanctions or export control regimes. GB may suspend or terminate the contract without liability if it reasonably believes this section would otherwise be breached.

Data Protection & Legal Framework

Data Processing / GDPR

Where GB processes personal data on the client's behalf in the course of providing services (e.g. analytics configuration, advertising audiences, CRM or mailing list handling), the parties agree to enter into a separate Data Processing Agreement reflecting Art. 28 GDPR before such processing begins.

Online Dispute Resolution for Consumers

If the client is a consumer resident in the EU, the European Commission provides an Online Dispute Resolution platform at ec.europa.eu/consumers/odr. GB is not obliged, and is not willing, to participate in dispute resolution proceedings before a consumer arbitration board.

Dispute Resolution Before Litigation

Before initiating court proceedings, the parties will make a good-faith attempt to resolve any dispute arising from this agreement through direct negotiation between authorised representatives within 14 days of written notice.

Final Provisions

Should individual provisions of the agreed contract or these GTC be or become invalid, this does not affect the validity of the remaining provisions. An appropriate replacement provision applies instead, coming as close as possible, in economic terms, to what the parties would have wanted or agreed had they been aware of the invalidity; the same applies to any gap. GB may not assign claims or transfer the contract, or individual rights and obligations under it, to third parties without the other party's prior written consent. This agreement is governed exclusively by the laws of the Republic of Cyprus, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding conflict-of-laws rules that would lead to the application of another jurisdiction's law. If the client is a business (i.e. not a consumer), the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the courts of Paphos, Cyprus. If the client is a consumer, this jurisdiction clause applies only to the extent permitted by mandatory consumer-protection law; nothing in this agreement limits a consumer's right to bring proceedings in, or removes protections granted by, their country of habitual residence where EU consumer law so provides.