Terms & Conditions

Table of Contents


  1. Scope of Application, Definitions
  2. Services Provided by the Agency
  3. Conclusion of contract
  4. Provision of services and cooperation
  5. Changes to services (change requests)
  6. Customer's obligations to cooperate
  7. Remuneration and payments
  8. Contract term and termination in the case of continuing obligations
  9. Rights of use to service results
  10. Confidentiality and data protection
  11. Exclusivity and non-competition clause
  12. Liability for defects (warranty)
  13. Liability
  14. Applicable law and place of jurisdiction
  15. Final provisions
  16. Alternative dispute resolution

1) Scope, definitions


1.1 These General Terms and Conditions (hereinafter referred to as " GTC“) of Cloud Native App Consult GmbH (hereinafter referred to as ‘Agency’) apply to all contracts that an entrepreneur (hereinafter referred to as ”Customer") concludes with the Agency for the services described by the Agency on its website or in other media. The inclusion of the Customer's own terms and conditions is hereby rejected, unless otherwise agreed. 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 provided by the agency


2.1 The aim of the cooperation between the customer and the agency is to optimize and, if necessary, expand the presence of the customer's company and/or its products.

2.2 Within the scope of the services specifically agreed in the contract, the Agency shall provide 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 shall provide the Client with services under the contract, in particular in the following areas, if applicable:
- Consulting on digital visibility and brand positioning
- Development and implementation of marketing, branding, and communication strategies
- Conception, planning, and implementation of marketing and advertising campaigns
- Monitoring, reporting, and performance review of the marketing tools used - Support 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 optimization (SEO) and AI optimization (AIO) - Placement of advertisements (e.g., banners)

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


3) Conclusion of contract


The customer can submit a non-binding request for a quote to the agency by telephone, fax, email, letter, or via the online contact form provided on the agency's website.

Upon request, the agency shall send the customer a binding offer for the provision of the service previously selected by the customer by email, fax, or letter.

The customer can accept this offer by sending a declaration of acceptance to the agency by fax, email, or letter, or by paying the remuneration offered by the agency within seven (7) days of receipt of the offer, whereby the day of receipt of the offer is not included in the calculation of the deadline. For acceptance by payment, the date of receipt of payment by the agency shall be decisive. If the last day of the period for acceptance of the offer falls on a Saturday, Sunday, or a public holiday recognized by the state at the customer's place of business, the next working day shall take the place of such a day. If the customer does not accept the agency's offer within the aforementioned period, the agency is no longer bound by its offer. The agency will again specifically point this out to the customer in its offer.


4) Provision of services and cooperation


4.1 The agency shall provide its services online and/or at the customer's premises in accordance with the contractual agreement. The content of the specific service is set out in the agency's offer.

4.2 The agency may refuse to conclude a contract with the customer and to provide services for the customer if the execution of the contract or the provision of the services would violate legal or official requirements or if this would be unreasonable for the agency for other reasons, for example due to a violation of the requirement of ideological, political, or religious neutrality or due to even temporary insolvency on the part of the customer.

4.3 The Agency shall perform its contractual services in accordance with the agreed requirements or, unless otherwise agreed, in accordance with the principles of proper professional practice. Unless otherwise stated in the Agency's offer, the Agency shall not be liable for any specific success. In particular, the Agency shall not guarantee that the customer will achieve a specific success or that the customer will achieve a specific goal. This depends not least on the personal commitment and will of the customer, over which the Agency has no influence.

4.4 The agency and the customer shall coordinate the performance of the commissioned services at appropriate intervals. In the event of deviations from the agreed services or procedures, the parties shall notify the other party immediately.

4.5 Unless continuous service provision has been agreed, individual services shall be requested by the customer in writing (e.g., by email) by the customer. The agency undertakes to send an order confirmation with the scope of services, time frame for implementation, and any additional costs within three (3) business days of the request. Services shall only be considered bindingly commissioned once the customer has approved them in at least text form.

4.6 Dates are only binding if they are expressly designated as such. Unless they are expressly designated as such, deadlines are target dates that can be continuously adjusted within the framework of the cooperation. After a reasonable period of time has elapsed since a target date, the customer is entitled to demand that the agency perform any outstanding services within a reasonable period of time, at least in text form. Upon expiry of the deadline, the customer's claim shall be due.

4.7 The customer is solely responsible for ensuring that the content or other information on its online presence and the content or other information supplied or approved by it is legally permissible. The agency is not obliged to check or have checked the results of its services, in particular with regard to competition, trademark, personality, and copyright law, and does not carry out such a legal review. This also applies explicitly to the performance of trademark searches and reviews, for example with regard to potential trademark infringements.

4.8 The agency shall only post, distribute, and publish content and other information on the customer's online presence (e.g., social media channels, websites, etc.) and that of any third parties within the scope of the contractual services if the customer has approved this in each case, unless otherwise agreed. The customer must approve content and other information within three (3) business days of being asked to do so, at least in writing, unless otherwise agreed. After this period has expired, the service is considered approved, unless the customer refuses to approve it within this period.

4.9 The Agency shall use qualified personnel to perform the commissioned services. The Agency shall select, at its own discretion, which personnel shall be used to perform the individual contractually agreed services. In particular, the Agency reserves the right to replace assigned personnel with other personnel with appropriate qualifications for important or otherwise justified reasons. The agency may also make use of the services of third parties (subcontractors) who act on its behalf, but in this case remains the sole contractual partner vis-à-vis the customer and responsible for the proper performance of the services. The Agency shall ensure that any subcontractors are bound to confidentiality and, where necessary, to data protection regulations. Unless otherwise stated in the Agency's offer, the Customer shall not be entitled to select a specific person to perform the desired services.

4.10 Employees or other personnel of the Agency shall not be integrated into the Customer's business and shall not enter into any employment relationship with the Customer.


5) Service changes (change requests)


5.1 Both parties may propose changes to the agreed services at any time. The agency shall review the customer's change requests within a reasonable period of time and submit an offer to the customer for the implementation of the changes, which shall include, in particular, the content, time, costs, and effects on the schedule.

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

5.3 If a change requested by the customer leads to significant additional work, the agency may demand an adjustment of the agreed remuneration and schedule.


6) Customer's obligations to cooperate


6.1 The customer shall provide the agency with the information, documents, approvals, access data, and decision-makers required for the performance of the contractual services free of charge, completely, truthfully, and in a timely manner, insofar as the respective procurement does not fall within the scope of the Agency's obligations according to the content of the contract.

6.2 In particular, the customer shall provide the Agency with all necessary access to their social media accounts, websites, analysis tools, and other services and electronic platforms in an appropriate manner, insofar as this is necessary for the performance of the contractual services. This may also include granting administrator rights or setting up user accounts with sufficient permissions.

6.3 The customer warrants that the documents (e.g., templates, samples, and documents), content, and other information provided by them for the performance of the contractual services are free of third-party rights that would prevent the lawful use. The customer indemnifies the agency against all third-party claims and the costs of any associated reasonable legal action or legal defense, in particular under competition, copyright, and trademark law.

6.4 The customer 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 in accordance with the EU General Data Protection Regulation (GDPR), in particular with regard to obtaining the relevant consent of the users of its online presences and providing them with information in accordance with data protection regulations within the framework of the privacy policy. The customer indemnifies the agency against all related claims by third parties and against the costs of any associated reasonable legal action or legal defense.

6.5 If, according to the specific content of the contract, an assessment at the customer's premises has been agreed, the customer shall grant the agency access to the physical or digital facilities to be assessed and, if necessary, provide it with suitable, qualified personnel selected by the customer, insofar as this is necessary for the provision of the contractual services.

6.6 If the customer plans to redesign or revise the structure of its online presence (e.g., social media channels, websites, etc.), it shall notify the agency in advance and coordinate the implementation with the agency.

6.7 If, in individual cases, the Agency's services are to be accepted, the Customer must accept the services within eight (8) working days of receiving a request to do so by means of a declaration in at least text form or by providing any other cooperation required for this purpose. After this period has expired, the services shall be deemed to have been accepted, unless the customer has complained about defects in the service in writing within the deadline. The customer may not refuse acceptance in the case of minor defects. If the customer uses the service without prior acceptance, acceptance shall be deemed to have taken place upon use of the service.

6.8 If the customer fails to fulfill their obligations to cooperate, this may affect deadlines, services, and quality. In this case, the agency is not responsible for any resulting delays or quality defects. If the Agency incurs additional expenses in such a case, the associated costs shall be invoiced to the customer on the basis of the agreed terms and conditions for remuneration (e.g., hourly rate).


7) Remuneration and payments


7.1 Unless otherwise stated in the Agency's offer, the prices quoted are total prices that include statutory sales tax.

7.2 The customer is obliged to pay the Agency the agreed remuneration on time. Depending on the agreement between the parties, remuneration shall be paid in the form of a monthly flat-rate fee in the agreed amount, according to the actual time spent on the basis of an hourly rate, or in any other manner agreed between the parties.

7.3 Special or additional services provided by the Agency that are not part of the originally agreed services require prior commissioning by the Customer at least in text form and will be invoiced separately.

7.4 The customer is obliged to reimburse the agency for any expenses and other incidental costs that the agency necessarily incurs in connection with the performance of this contract, subject to prior agreement between the agency and the customer.

7.5 Any travel expenses incurred for travel, accommodation, meals for services provided on site, and other expenses and incidental costs are not included in the remuneration for the Agency's services and shall be borne by the Customer on a time and material basis and against proof of expenditure, unless otherwise specified in the Agency's offer and approved in advance by the Customer.

7.6 The agency has the right, after prior consultation with the customer, to purchase the third-party services necessary for the fulfillment of this contract on behalf of and for the account of the customer. This applies in particular, but not exclusively, to the acquisition of licenses or rights of use for images, graphics, texts, software, or other protected items. The customer undertakes to grant the agency power of attorney for this purpose and hereby grants such power of attorney immediately. In the event of the acquisition of such third-party services, the customer undertakes to indemnify the agency internally against all remuneration claims arising from the conclusion of contracts with the respective third-party providers. The Agency is entitled to invoice these costs as soon as they are invoiced to it by the third party.

7.7 The payment options will be communicated to the customer in the Agency's offer.

7.8 In the event of late payment, the statutory provisions shall apply.


8) Contract term and termination in the case of continuing obligations


8.1 The right of the Agency and the customer to terminate the contract for good cause remains unaffected. Good cause shall be deemed to exist 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 termination or until the expiry of a notice termination period.


9) Rights of use to service results


9.1 The Agency is the owner of all rights of use and exploitation of the service and work results created by it within the scope of the contract with the Customer, as well as of the content and information used and provided, including concepts, (preliminary) drafts, creations, designs, texts, graphics, videos, or other material (hereinafter referred to as “content”) that, in whatever form, may be provided to 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 of use and exploitation of the Content to use and exploit the Content for the agreed purpose and to the agreed extent. The rights are granted as spatially and temporally unlimited for the agreed use and exploitation and the agreed purpose of use and exploitation.

9.3 The customer may only use and exploit content provided to them by the agency in connection with its services to the extent agreed or necessary for the purpose of the contract. Without the separate consent of the agency, the customer is not entitled to edit, redesign, imitate, reproduce, distribute, or make publicly available any content provided to them, in whole or in part, or to transfer or grant third parties rights of use and exploitation of the content, in whole or in part.

9.4 The Agency may use the content for its own advertising and as a reference, unless this is expressly excluded.


10) Confidentiality and data protection


10.1 The Agency shall treat the information obtained about the Customer in the course of its services, in particular information relating to private or business matters, as confidential and shall not disclose it to third parties, unless this is necessary to fulfill its own contractual obligations towards the Customer.

10.2 Insofar as the Agency processes personal data on behalf of the Customer within the scope of fulfilling the contract, the parties shall additionally conclude a separate data processing agreement (DPA) in accordance with Article 28 of the EU General Data Protection Regulation (GDPR) and, if necessary, other data protection agreements, insofar as this is necessary from a data protection perspective.


11) Exclusivity and non-competition clause


11.1 Unless otherwise agreed between the parties, the agency shall not provide any services to direct competitors of the customer during the term of the contract between the parties without the prior express consent of the customer, insofar as the competitors are in direct competition with the customer.

11.2 A competitor in this sense is a company that offers comparable products or services to those of the customer and targets the same customer group.

11.3 Upon request, the Agency shall disclose to the Customer which other customers it works for, insofar as this is necessary to verify a potential competitive relationship.

11.4 If the Agency culpably violates this provision, the Client shall be entitled to terminate the contract without notice for good cause.


12) Liability for defects (warranty)


12.1 Insofar as the Agency provides design services for the Client, it shall be entitled to artistic freedom of design.

12.2 Complaints concerning the Agency's creative freedom do not constitute a material defect in the Agency's services, provided that the services are within the agreed scope and are customary for services of this type.

12.3 The agency's services shall be deemed to have been approved if they have been approved by the customer or are deemed to have been approved.

12.4 Defects must be reported to the agency immediately, with a description of the defect.

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


13) Liability


13.1  The Agency shall not be liable for damages caused by disruption to its operations as a result of force majeure, riots, acts of war, natural disasters, or other events beyond the Agency's control (e.g., strikes, lockouts, traffic disruptions, orders issued by public authorities in Germany and abroad) or are attributable to technical problems for which it is not culpably responsible. This also applies if these disruptions occur at third parties commissioned by the Agency.

13.2 In all other respects, the Agency shall be liable to the Customer for all contractual, quasi-contractual, and statutory claims—including tortious claims—for damages and reimbursement of expenses as follows:

13.3 The Agency shall be liable without limitation for any legal reason
- in the event of intent or gross negligence,
- in the event of intentional or negligent injury to life, limb, or health,
- on the basis of a guarantee promise, unless otherwise specified in this regard,
- due to mandatory liability, such as under the Product Liability Act.

13.4 If the Agency negligently breaches an essential contractual obligation, liability shall be limited to the foreseeable damage typical for this type of contract, unless unlimited liability applies in accordance with the preceding clause. Essential contractual obligations are obligations imposed on the Agency by the contract in accordance with its content in order to achieve the purpose of the contract, the fulfillment of which is essential for the proper performance of the contract in the first place and on whose compliance the customer can regularly rely.

13.5 Any further liability is excluded.

13.6 The above liability provisions 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 provided by third parties who 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 relationships between the parties. In the case of consumers, this choice of law applies only insofar as the protection granted by mandatory provisions of the law of the country in which the consumer has his habitual residence is not withdrawn.

14.2 If the customer is acting as a merchant, a legal entity 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 shall be the registered office of the agency. If the customer's registered office is outside the territory of the Federal Republic of Germany, the registered office of the agency shall be the exclusive 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 customer's professional or commercial activity. In the above cases, however, the agency is in any case entitled to appeal to the court at the customer's place of business.

15) Final provisions


15.1 Amendments and supplements to the contract concluded between the parties must be made in writing. 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 shall remain unaffected.


16) Alternative dispute resolution


The agency is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.