Terms and Conditions (T&C) of
CodePulse LLC
1. Scope of Application
(1) These Terms and Conditions (T&C) apply to all contracts between CodePulse LLC (hereinafter referred to as “Agency”) and its clients (hereinafter referred to as “Client”).
(2) Deviating or additional conditions of the Client shall only become part of the contract if explicitly confirmed in writing by the Agency.
(3) These T&C apply exclusively to business customers (B2B) and not to consumers as defined by law.
2. Contract Formation and Duration
(1) A contract is formed either by a written order confirmation or by the Agency’s first action in fulfillment of the contract.
(2) The Agency may terminate the contract at any time without providing reasons. Services rendered up to that point will be invoiced accordingly.
(3) The Client may terminate the contract with a 14-day notice period. Work already performed, as well as any incurred costs, will be billed.
3. Scope of Services and Execution
1) The Agency provides digital services in the areas of strategy, software development, design, and marketing.
(2) The Agency is entitled to use subcontractors and freelancers to fulfill the contract.
(3) The Agency is responsible for executing the project with industry-standard care but does not guarantee specific economic success.
(4) Services not explicitly listed in the contract are considered non-owed.
4. Payment Terms
(1) All prices are exclusive of applicable taxes and fees.
(2) Invoices are payable within 14 days from the invoice date without deductions.
(3) The Agency is entitled to issue partial invoices and demand advance payments.
(4) In case of delayed payment, the Agency may pause its services and charge default interest of 9% above the base interest rate.
5. Liability and Warranty
(1) The Agency is only liable for willful misconduct and gross negligence. Liability for slight negligence is excluded.
(2) The Agency is not liable for indirect damages, lost profits, or consequential damages.
(3) Liability is, in any case, limited to the contractually agreed amount.
(4) The Agency assumes no liability for errors or damages caused by third parties or due to a lack of cooperation from the Client.
(5) The use of the provided software or websites is at the Client’s own risk.
6. Client’s Obligations
(1) The Client shall provide all necessary information, content, and access credentials in a timely manner.
(2) Delays caused by the Client’s lack of cooperation do not impact agreed deadlines at the Agency’s expense.
(3) The Client is responsible for regular data backups.
7. Termination and Cancellation
(1) The Agency may terminate the contract at any time with immediate effect.
(2) The Client may terminate the contract with a 14-day notice period; services already rendered will be invoiced accordingly.
(3) If the Client terminates an ongoing project early, the Agency is entitled to appropriate compensation for completed work and reserved resources.
8. Intellectual Property and Ownership
(1) All delivered work remains the property of the Agency until full payment is received.
(2) Upon full payment, the Client receives the agreed usage rights.
(3) The Agency has the right to use completed work as a reference unless the Client objects in writing.
9. Confidentiality and Data Protection
(1) Both parties agree to maintain confidentiality over non-public information.
(2) The Agency processes personal data in accordance with applicable data protection laws.
10. Hosting and Technical Infrastructure
(1) The Agency hosts its website and digital infrastructure with Netcup GmbH, Daimlerstraße 25, 76185 Karlsruhe, Germany.
(2) Server log files may be collected for system monitoring and operational security.
(3) The Agency assumes no liability for outages or data loss caused by external hosting providers.
11. Force Majeure
(1) Events of force majeure (e.g., natural disasters, pandemics, government orders, cyberattacks) release the Agency from its service obligations for the duration of the disruption.
(2) If the disruption lasts longer than 60 days, both parties are entitled to terminate the contract without compensation claims.
12. Jurisdiction and Applicable Law
(1) The laws of the U.S. state of Wyoming shall apply to all disputes.
(2) The exclusive place of jurisdiction is Cheyenne, Wyoming, USA.
(3) If any provision of these T&C is invalid, the validity of the remaining provisions remains unaffected.
Last updated: 3rd March, 2025