Terms and Conditions | ClarityPhase

Terms and Conditions for ClarityPhase – Sole Proprietorship
Owner: Meinolf Düker
Registered office: 47929 Grefrath, Germany
Version: January 2026

1. 1. Scope

   These Terms and Conditions (“T&C”) apply to all offers, contracts, and services provided by ClarityPhase – Sole Proprietorship, owner Meinolf Düker, 47929 Grefrath, Germany (hereinafter referred to as the “Agency”) to its customers.

   Kunden sind sowohl Unternehmer (B2B) als auch Verbraucher (B2C).

2. Deviating, conflicting, or supplementary terms and conditions of the customer shall only become part of the contract if the Agency has expressly agreed to their validity in text form (e.g. email).

2. Services / Scope of Services

The Agency provides services in particular in the following areas:

Web design & web development (e.g. WordPress, plugins)

Creation and maintenance of online shops (e.g. WooCommerce)

Maintenance / technical support / service

Online marketing & SEO (search engine optimization)

Consulting / concept development

Graphic design / branding

Media production (e.g. video / animation), if offered

The specific scope of services shall be determined exclusively by the respective offer, contract, or service description.

Unless expressly agreed otherwise in writing, the Agency does not owe any specific economic success, in particular no increase in revenue, fixed traffic numbers, specific lead numbers, or specific search engine rankings.

3. Conclusion of Contract

Offers of the Agency are non-binding unless expressly marked as binding.

A contract shall be concluded by:

written or electronic acceptance of the offer by the customer (text form is sufficient), or

the start of service performance after the order has been placed.

4. Obligations of the Customer

The customer is obliged to provide all information, materials, content, and data required for the performance of the services completely and in due time (e.g. texts, images, logos, product data, access data).

The customer ensures that he holds all necessary rights of use and exploitation for the content provided.
The customer shall indemnify and hold the Agency harmless from all third-party claims arising from a violation of rights, insofar as the customer is responsible for the violation.

Delays resulting from late or incomplete cooperation by the customer shall not be at the expense of the Agency.
Additional work caused by such delays may be charged separately.

5. Remuneration / Pricing

The remuneration shall be agreed individually and may be based on:

fixed price / package price,

hourly or daily rate,

or a mixed calculation.

Additional services or change requests not included in the offer shall be charged separately based on the actual effort, unless otherwise expressly agreed.

Travel expenses and additional costs shall only be charged if agreed in advance or if the customer explicitly requests an on-site appointment.

Prices and payments for plugins are based on the respective online offer and refer to an annual license fee.

6. Payment Terms

Invoices are payable within 14 days from the invoice date without deduction, unless otherwise agreed.

The Agency is entitled to request reasonable advance payments or partial payments.

In the event of delay in payment, the Agency is entitled to suspend further services until all outstanding amounts have been paid in full.

7. Dates / Deadlines

Dates shall only be binding if they have been expressly confirmed in writing.

Delays caused by force majeure or circumstances beyond the control of the Agency (e.g. server or hosting failures, platform outages, cyberattacks) shall entitle the Agency to a reasonable extension of deadlines.

8. Acceptance (Work Performance)

For work-based services (e.g. creation of websites or online shops), acceptance shall take place after completion.

The customer is obliged to review the work within 7 calendar days after delivery and to report any significant defects in text form.

If no notification is made within this period, the work shall be deemed accepted.

Minor defects shall not entitle the customer to refuse acceptance.

9. Change Requests / Additional Work

Changes or extensions requested after the start of the project may result in additional work.

Additional work shall be charged based on actual effort or offered as a separate quotation.

10. Rights of Use / Copyright / Project Files

All rights of use to the created work results shall transfer to the customer only after full payment has been made.

Unless expressly agreed otherwise, the customer has no claim to the release of open working files (e.g. Photoshop or Illustrator files, project files, raw data, source code repositories).

The Agency may name the customer as a reference and present project results in its portfolio or on social media, unless the customer expressly objects in text form.

11. Third-Party Services, Tools, Licenses

In the course of providing services, the use of third-party products or services may be required, such as hosting, domains, themes, plugins (e.g. Elementor Pro), or shop extensions.

The customer shall bear the costs for third-party licenses and services unless otherwise agreed.

Functional changes, outages, or security vulnerabilities in third-party products are beyond the control of the Agency and do not constitute a defect in the Agency’s services.

Special Conditions: Maintenance / Support (monthly)

12. Scope of Maintenance

Maintenance includes – depending on the package or agreement – in particular:

update service for WordPress / WooCommerce / plugins / theme

technical function checks

backups / restoration within technical possibilities

minor bug fixes

support as agreed

Not included without additional agreement:

new features or modules

extensive layout or design changes

content creation

shop extensions (payment / shipping logic)

SEO or marketing measures

13. Duration / Termination of Maintenance

Maintenance and support contracts run on a monthly basis and are automatically extended by one month at a time.

Notice period: 30 days to the end of the month (text form is sufficient).

The right to extraordinary termination for good cause remains unaffected.

14. Response Times / SLA

Response times apply only if a service level agreement has been expressly agreed.

Without an SLA, the following applies: response to support requests within 3 working days.

Special Conditions: SEO / Marketing / KPI / Rankings

15. Principle: No Guarantee of Success

SEO and marketing services are service-based activities.

The Agency does not guarantee:

specific ranking positions,

specific visitor numbers,

revenue, leads, or ROAS / ROI.

Fluctuations may occur due to, among other things:

algorithm updates (Google / Bing),

competition,

technical limitations,

customer approvals / content,

seasonal effects.

16. KPI Targets / Reports

KPI targets, forecasts, and planned values are non-binding estimates and do not constitute guaranteed characteristics unless expressly confirmed in writing.

Reports are based on available data sources and their respective measurement methods.

Consumers (B2C)

17. Right of Withdrawal / Early Start of Services

Consumers generally have a statutory right of withdrawal.

For services, the right of withdrawal may expire prematurely if the consumer expressly agrees that the Agency shall begin performance before the withdrawal period expires and confirms this.

Liability / Warranty

18. Warranty

Statutory warranty rights shall apply.

No defect shall exist if problems result from third-party tools, hosting, plugin conflicts, or interventions by third parties.

19. Liability

Unlimited liability shall apply in cases of intent or gross negligence, as well as in the event of injury to life, body, or health.

In cases of slight negligence, the Agency shall only be liable for breach of essential contractual obligations and limited to the typical, foreseeable damage.

Liability for loss of profit or indirect damages is excluded to the extent permitted by law.

20. Final Provisions

German law shall apply.

Place of jurisdiction – to the extent permitted by law – is 47929 Grefrath, Germany.

If individual provisions are invalid, the remainder of the contract shall remain valid.