Terms & Conditions

§ 1 Scope

1.1 Applicability

These General Terms and Conditions ("Terms") apply to all contracts, agreements, and business relationships between FreelanceWP LLC, doing business as Zenku Studio, represented by Simon Meyer, Managing Member, with its registered address at 1309 Coffeen Avenue STE 1200, Sheridan, WY 82801, USA (hereinafter "Contractor," "we," or "Zenku Studio"), and the contracting party (hereinafter "Client").

1.2 Business-to-Business Only

Our services are directed exclusively at entrepreneurs, businesses, legal entities, and other commercial entities within the meaning of applicable law. By entering into a contract with us, the Client confirms that they are acting in their capacity as a business entity and not as a consumer.

1.3 Precedence

These Terms apply exclusively. Any deviating, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract, even if we do not expressly object to them. These Terms apply even if we carry out services without reservation in the knowledge of conflicting or deviating terms of the Client.

1.4 Individual Agreements

Individual agreements made with the Client in specific cases (including collateral agreements, supplements, and amendments) shall in all cases take precedence over these Terms. A written agreement or our written confirmation is required for such agreements to be effective.

§ 2 Contract Formation

2.1 Proposals

All proposals and cost estimates issued by us are non-binding and subject to change. Proposals are valid for thirty (30) calendar days from the date of issuance, unless expressly stated otherwise in the proposal itself.

2.2 Formation

A contract is formed upon written confirmation by the Contractor (order confirmation). Communication via email is considered sufficient written form for the purposes of these Terms. A contract may also be formed by commencement of service delivery by the Contractor.

2.3 Verbal Agreements

Verbal side agreements, amendments, or supplements to the contract require written confirmation by the Contractor to be effective. This also applies to any waiver of this written form requirement itself.

2.4 Accuracy of Proposals

The Client is responsible for verifying the accuracy and completeness of the information contained in proposals and order confirmations. Objections must be raised in writing within five (5) business days of receipt; otherwise, the content shall be deemed approved by the Client.

§ 3 Scope of Services

3.1 Service Definition

The type, scope, and details of the services to be provided by the Contractor are defined exclusively by the individual proposal, order confirmation, or service agreement. Services may include, but are not limited to:

• Web development and web design
• E-commerce solutions
• WordPress maintenance and support
• Web hosting and server management
• Tracking, analytics, and data integration
• Search engine optimization (SEO)
• Marketing services (Google Ads, social media advertising)
• Funnel creation and marketing automation
• Custom digital tools and integrations
• Emergency and website repair services

3.2 Change Requests

Any changes to the agreed scope of services ("change requests") require a written agreement between both parties. Change requests may result in adjustments to the agreed price, timeline, or both. The Contractor shall inform the Client of any such impact before the change is implemented.

3.3 Partial Deliveries

The Contractor is entitled to make partial deliveries and render partial services, provided this is reasonable for the Client. Each partial delivery may be invoiced separately.

3.4 Third-Party Services

Where the performance of services requires the use of third-party services, tools, or platforms (such as hosting providers, API services, plugins, or advertising platforms), the terms and conditions of these third parties shall apply in addition to these Terms. The Contractor is not liable for the availability, functionality, or changes to such third-party services.

§ 4 Zenku Complete (Subscription Contracts)

4.1 Subscription Model

Zenku Complete is a comprehensive monthly subscription service that may include website development, hosting, maintenance, marketing, tracking, and ongoing support, as defined in the respective subscription plan. The starting price is EUR 1,990.00 per month (net).

4.2 Minimum Term

Zenku Complete contracts have a minimum term of twelve (12) months, beginning on the date of contract commencement. During the minimum term, ordinary termination is excluded.

4.3 Renewal and Cancellation

After the expiration of the minimum term, the subscription continues on a month-to-month basis and may be cancelled by either party with thirty (30) days' written notice to the end of a calendar month.

4.4 Monthly Hour Allocation

Each Zenku Complete plan includes a defined monthly allocation of working hours as specified in the respective plan. Hours are allocated per calendar month. Unused hours do not carry over to subsequent months and expire at the end of the respective calendar month.

4.5 Additional Hours

Work exceeding the monthly hour allocation will be invoiced at the hourly rate specified in the subscription agreement. The Contractor will notify the Client before exceeding the allocated hours, unless immediate action is required (e.g., emergency repairs or critical security updates).

4.6 Price Adjustments

The Contractor reserves the right to adjust the monthly subscription fee with at least sixty (60) days' prior written notice. The adjusted fee takes effect at the beginning of the calendar month following the notice period.

4.7 Special Termination Right

If a price adjustment exceeds ten percent (10%) of the current monthly fee, the Client has a special right of termination. This right must be exercised in writing within thirty (30) days of receiving the price adjustment notice. The termination takes effect at the end of the last month before the price adjustment would take effect.

§ 5 Fees and Payment

5.1 Individual Projects

For individual project contracts, the fee and payment schedule are defined in the respective proposal or order confirmation. Unless otherwise agreed, the following payment schedule applies:

• 40% of the total project fee due upon order confirmation (advance payment)
• 40% due upon design approval or completion of the main development phase
• 20% due upon project go-live or final delivery

5.2 Subscription Payments

Zenku Complete subscription fees are due monthly in advance, payable at the beginning of each calendar month. The first payment is due upon contract commencement.

5.3 Pricing and Taxes

All prices quoted by the Contractor are net prices. As a US LLC, Zenku Studio does not charge German value-added tax (Umsatzsteuer/VAT). The Client is responsible for determining and fulfilling any applicable tax obligations in their jurisdiction, including reverse-charge VAT obligations where applicable.

5.4 Payment Terms

Unless otherwise agreed, all invoices are due within fourteen (14) calendar days of the invoice date without deduction. Payment is deemed received on the date the funds are credited to the Contractor's account.

5.5 Late Payment

In the event of late payment, the Contractor is entitled to charge default interest at a rate of nine (9) percentage points above the applicable base interest rate. The Contractor reserves the right to claim additional damages caused by the delay. In cases of persistent default (exceeding thirty (30) days), the Contractor may suspend all services until outstanding invoices are settled in full.

5.6 Set-Off and Retention

The Client may only set off claims that are undisputed or have been established by final court judgment. The Client's right of retention is limited to counterclaims arising from the same contractual relationship.

§ 6 Client Obligations

6.1 Content and Materials

The Client shall provide all content, materials, text, images, logos, and other assets required for the execution of the project in a timely manner and in a usable digital format. The Client warrants that they hold all necessary rights to the materials provided and that use of such materials does not infringe upon the rights of any third party.

6.2 Access and Credentials

The Client shall provide the Contractor with all necessary access credentials, login information, and technical access to servers, content management systems, advertising accounts, analytics platforms, and other relevant systems in a timely manner. The Client is responsible for the security and management of such credentials.

6.3 Contact Person

The Client shall designate a contact person who is authorized to make binding decisions regarding the project. This contact person shall serve as the primary point of communication and shall be available for questions and decisions within reasonable timeframes.

6.4 Feedback and Approvals

The Client shall provide feedback, corrections, and approvals within five (5) business days of receiving drafts, designs, or deliverables, unless a different timeframe has been agreed upon. If the Client fails to respond within this period, the submitted drafts or deliverables shall be deemed approved.

6.5 Delays Caused by Client

If the Client fails to fulfill their obligations in a timely manner, the Contractor's delivery timelines shall be extended accordingly. The Contractor shall not be liable for any delays or additional costs resulting from the Client's failure to cooperate. The Contractor reserves the right to invoice additional costs resulting from such delays.

6.6 Legal Compliance

The Client is responsible for ensuring that their business activities, the content they provide, and their use of delivered services comply with all applicable laws and regulations, including data protection, competition, and advertising laws.

§ 7 Timelines and Deadlines

7.1 Estimated Timelines

All timeline estimates provided by the Contractor are approximate and non-binding, unless a specific date or deadline has been expressly agreed upon in writing as a fixed deadline ("Fixtermin"). The Contractor shall endeavor to meet estimated timelines but does not guarantee adherence to non-binding estimates.

7.2 Fixed Deadlines

Fixed deadlines must be expressly designated as such in writing. Even in the case of fixed deadlines, the Contractor shall not be in default until the Client has issued a written reminder setting a reasonable grace period.

7.3 Exclusions from Liability for Delays

The Contractor shall not be liable for delays caused by:

• Force majeure events (see § 15)
• Outages or disruptions of third-party services, platforms, or APIs
• Failure or delay of the Client in fulfilling their cooperation obligations (see § 6)
• Changes to the scope of services requested by the Client (see § 3.2)
• Circumstances beyond the Contractor's reasonable control

7.4 Timeline Extensions

In the event of delays not attributable to the Contractor, all agreed timelines and deadlines shall be extended by the duration of the impediment plus a reasonable restart period.

§ 8 Acceptance

8.1 Review Period

Upon delivery or handover of the completed services (or a defined project phase), the Client shall review the deliverables within ten (10) business days and either accept the deliverables or report any defects in writing.

8.2 Defect Reporting

Defects must be reported in writing with a clear and detailed description of the issue, including steps to reproduce the defect where applicable. Vague or unsubstantiated defect reports do not constitute a valid rejection of acceptance.

8.3 Deemed Acceptance

If the Client fails to report defects within the ten (10) business day review period, the deliverables shall be deemed accepted. The deliverables shall likewise be deemed accepted if the Client uses them in their live/production environment.

8.4 Minor Defects

Minor defects that do not materially impair the functionality or usability of the deliverables do not justify the Client's refusal of acceptance. Such minor defects shall be remedied by the Contractor within a reasonable timeframe following acceptance.

§ 9 Warranty

9.1 Warranty Period

The warranty period is twelve (12) months from the date of acceptance (or deemed acceptance) of the deliverables.

9.2 Remediation

In the event of a defect within the warranty period, the Contractor shall first be given the opportunity to remedy the defect (supplementary performance). The Contractor may choose to repair the defect or provide a new deliverable at its discretion.

9.3 Remediation Attempts

The Contractor is entitled to two (2) attempts at remediation. If both remediation attempts fail, the Client may, at their discretion, demand a reduction of the fee (price reduction) or withdraw from the contract (rescission), without prejudice to any claims for damages.

9.4 Exclusions

Warranty claims are excluded if:

• The Client or any unauthorized third party has modified, altered, or interfered with the deliverables without the prior written consent of the Contractor
• The defect is caused by operating conditions, systems, or environments not specified or recommended by the Contractor
• The defect results from content, data, or materials provided by the Client
• The defect arises from changes to third-party services, platforms, APIs, or software updates beyond the Contractor's control

9.5 Maintenance Contracts

For services under a Zenku Complete subscription or separate maintenance agreement, defect remediation is governed by the terms of the respective maintenance agreement and not by this § 9.

§ 10 Intellectual Property and Usage Rights

10.1 Transfer of Usage Rights

Upon full and complete payment of all agreed fees, the Client receives a simple (non-exclusive), transferable, perpetual right to use the deliverables for the agreed purpose. The usage rights are limited to the purpose specified in the contract.

10.2 Exclusive Rights

Exclusive usage rights are only granted if expressly agreed upon in writing and may be subject to additional fees. In the absence of an explicit agreement, all rights granted are non-exclusive.

10.3 Proprietary Assets

The Contractor's proprietary code, frameworks, libraries, templates, tools, and methodologies developed independently of the Client's project remain the intellectual property of the Contractor. The Client receives a non-exclusive, perpetual license to use such components as part of the delivered project, but may not extract, redistribute, or sublicense them separately.

10.4 Open-Source Components

Where open-source software components are used in the deliverables, such components are subject to their respective open-source licenses (e.g., MIT, GPL, Apache). The Contractor shall inform the Client of significant open-source components used and their respective licenses upon request.

10.5 Pre-Payment Rights

Until full payment has been received, all usage rights remain with the Contractor. Any use of deliverables prior to full payment requires the express written consent of the Contractor.

10.6 Portfolio Reference

The Contractor retains the right to reference the project in their portfolio, on their website, and in marketing materials, including the use of screenshots, project descriptions, and the Client's name/logo, unless the Client expressly objects in writing. The Client may revoke this permission at any time with prospective effect.

§ 11 Hosting and Domains

11.1 Hosting Services

Where hosting services are provided by the Contractor, the Contractor shall endeavor to maintain a server uptime of 99.5% on an annual average basis. This target excludes scheduled maintenance windows, which shall be announced with reasonable notice where possible. The uptime target is a best-effort obligation and does not constitute a guaranteed service level unless expressly agreed otherwise.

11.2 Backups

The Contractor performs regular backups of hosted websites and data. However, the Contractor does not guarantee against data loss. The Client is advised to maintain their own independent backups. In no event shall the Contractor be liable for data loss beyond the restoration of the most recent available backup.

11.3 Domain Registration

Domain registrations are carried out in the Client's name and for the Client's account. The Client is the registered owner of the domain. All costs associated with domain registration, renewal, and transfer are borne by the Client.

11.4 Domain Transfer

Upon termination of the contractual relationship, the Contractor shall initiate the transfer of domains to the Client or a third party designated by the Client within thirty (30) calendar days, provided all outstanding invoices have been settled in full. The Client bears any costs associated with the domain transfer.

11.5 Server and Hosting Migration

Upon contract termination, the Contractor shall provide reasonable assistance in migrating website data and files to the Client or a new provider. Such migration assistance may be subject to additional fees as agreed upon between the parties.

§ 12 Confidentiality and Data Protection

12.1 Confidentiality

Both parties undertake to treat all confidential information, trade secrets, and business information received from the other party in the course of the contractual relationship as strictly confidential. This obligation survives the termination of the contract for a period of three (3) years. Confidential information may only be disclosed to employees and subcontractors who require it for the performance of the contract and who are likewise bound by confidentiality obligations.

12.2 Exceptions

The confidentiality obligation does not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed by the receiving party without use of confidential information
• Must be disclosed due to legal or regulatory obligations

12.3 Data Protection

Where the Contractor processes personal data on behalf of the Client, the parties shall conclude a data processing agreement in accordance with Article 28 of the General Data Protection Regulation (GDPR), where applicable. The Contractor processes personal data only in accordance with documented instructions from the Client and applicable data protection laws.

12.4 Privacy Policy

Further details on data processing by the Contractor are set out in the Contractor's Privacy Policy, available at zenku.studio/en/privacy.

§ 13 Liability

13.1 Unlimited Liability

The Contractor is liable without limitation for damages arising from intentional misconduct (intent) and gross negligence.

13.2 Limited Liability for Slight Negligence

In cases of slight negligence, the Contractor is only liable for the breach of material contractual obligations (cardinal obligations), the fulfillment of which is essential for the proper performance of the contract and on the compliance with which the Client may regularly rely. In such cases, liability is limited to the foreseeable, typically occurring damages and shall in no event exceed the total net contract value of the last twelve (12) months (or the total net project value for individual projects).

13.3 Exclusions

The Contractor shall not be liable for:

• Loss of profit, revenue, or business opportunities
• Loss of data, except where caused by the Contractor's failure to perform agreed backup obligations
• Indirect, incidental, or consequential damages
• Damages resulting from the use or inability to use third-party services, including but not limited to hosting providers, API services, plugins, advertising platforms, and content management systems
• Damages arising from the Client's failure to fulfill their obligations under § 6

13.4 Third-Party Services

The Contractor assumes no liability for the availability, performance, security, or continued operation of third-party services, tools, platforms, or APIs integrated into or used alongside the deliverables. This includes, without limitation, hosting infrastructure, domain registrars, CMS plugins, payment gateways, and advertising platforms.

13.5 Limitation Period

Claims for damages against the Contractor shall become time-barred twelve (12) months after the Client became aware of the damage and the circumstances giving rise to the claim, unless the claims arise from intentional misconduct.

§ 14 Termination

14.1 Termination of Individual Projects

Individual project contracts may be terminated by either party for cause at any time without notice, provided there is a compelling reason that makes the continuation of the contract unreasonable. In the event of termination, services already rendered up to the date of termination must be compensated in full based on the work performed.

14.2 Termination of Subscription Contracts

The termination of Zenku Complete and other subscription contracts is governed by § 4 of these Terms. During the minimum term, ordinary termination is excluded; after the minimum term, cancellation is possible with thirty (30) days' notice to the end of a calendar month.

14.3 Extraordinary Termination for Payment Default

If the Client is in default of payment for more than thirty (30) calendar days, the Contractor has the right to:

• Suspend all services immediately until all outstanding amounts, including default interest, have been paid in full
• Terminate the contract with immediate effect by written notice
• Claim compensation for all damages resulting from the early termination

14.4 Consequences of Termination

Upon termination of the contract, regardless of the reason:

• All outstanding invoices become immediately due and payable
• The Contractor shall deliver all completed work and work in progress to the Client, subject to full payment
• Usage rights to deliverables are subject to the provisions of § 10
• The Contractor shall cooperate with the Client in a reasonable transition, subject to compensation for any additional work required

§ 15 Force Majeure

15.1 Definition

Force majeure refers to extraordinary, unforeseeable events beyond the reasonable control of the affected party that prevent the fulfillment of contractual obligations. Such events include, but are not limited to:

• Pandemics and epidemics
• Natural disasters (earthquakes, floods, storms)
• War, armed conflict, terrorism, civil unrest
• Government orders, sanctions, embargoes, or regulatory actions
• Large-scale internet outages or disruptions to critical internet infrastructure
• Outages of essential third-party services or data centers
• Cyberattacks affecting critical infrastructure

15.2 Suspension of Obligations

In the event of force majeure, the performance obligations of the affected party are suspended for the duration of the event and a reasonable restart period. The affected party shall notify the other party promptly upon becoming aware of the force majeure event and its anticipated duration.

15.3 Extended Duration

If a force majeure event continues for more than three (3) months, either party has the right to terminate the affected contract with immediate effect by written notice. In such a case, services already rendered shall be compensated, and neither party shall be liable for damages resulting from the termination.

§ 16 Final Provisions

16.1 Governing Law

These Terms and all contracts between the Contractor and the Client are governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.2 Jurisdiction

For all disputes arising from or in connection with these Terms or any contractual relationship between the parties, the competent court at the Client's registered office shall have jurisdiction, provided the Client is a business entity domiciled in the DACH region (Germany, Austria, or Switzerland). For Clients domiciled outside the DACH region, the competent court at the Contractor's registered office (Sheridan, Wyoming, USA) shall have jurisdiction.

16.3 Severability

If any provision of these Terms is or becomes invalid, void, or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision. The same applies to any gaps in these Terms.

16.4 Amendments

Amendments, supplements, and modifications to these Terms or to any individual contract require written form to be effective. Communication via email is considered sufficient written form. This also applies to any waiver of this written form requirement.

16.5 Assignment

The Client may not assign or transfer rights or obligations arising from the contractual relationship to third parties without the prior written consent of the Contractor. The Contractor may assign or transfer claims to third parties (e.g., for collection purposes) without the Client's consent.

16.6 Entire Agreement

These Terms, together with the respective proposal, order confirmation, or service agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements, representations, and understandings.

16.7 Contact

For questions regarding these Terms and Conditions, please contact us at:

FreelanceWP LLC (DBA Zenku Studio)
Simon Meyer, Managing Member
1309 Coffeen Avenue STE 1200
Sheridan, WY 82801, USA
Email: hello@zenku.studio