General Terms and Conditions (GTC) Nakaryu

§ 1 Scope and definitions of terms

1.1 These General Terms and Conditions (T) apply to all contracts between the Nakaryu Agency (hereinafter “we” or “Nakaryu”) and our customers (hereinafter “Customer”) entered into through our website or by other means (e.g. by e-mail offer).

1.2 In particular, we provide services in the areas of marketing, web design and web development, hosting and technical support, social media management, content creation, performance and influencer marketing, SEO, film/video productions, AI-supported automations and other agency services.

1.3 Deviating terms and conditions of the customer shall not apply unless we have expressly agreed to their validity in writing.

§ 2 Subject matter of the contract

2.1 The subject matter of the contract is the services agreed upon in each case, as specified in the service descriptions on our website, in offer documents or in individual agreements.

2.2 The type and scope of the services result from the package booked by the customer (e.g. web design subscription, marketing subscription, social media package, SEO package, AI automation) and the associated service descriptions.

§ 3 Conclusion of Contract and Subscription

3.1 Customers can book our services in particular in the form of subscription packages, which can be ordered directly via our website or individually via an offer.

3.2 By completing the order process on our website or by accepting an offer in writing, the customer submits a binding offer to conclude a contract.

3.3 The contract is concluded when we confirm the customer’s order by e-mail or start providing the service.

3.4 We reserve the right to reject offers in individual cases without giving reasons.

§ 4 Term, Termination and Consequences of Termination

4.1 The term and notice periods of the booked packages are based on the respective service descriptions and are stated on our website or in the offer.

4.2 Unless otherwise agreed, subscriptions can be cancelled with a notice period of one month to the end of the respective minimum term or at the end of the month. The notice of termination must be in text form (e.g. e-mail).

4.3 The right to extraordinary termination for good cause remains unaffected. An important reason exists in particular if

the customer remains in arrears with payments despite reminders and deadlines,
the customer violates material contractual obligations, or
further cooperation becomes unreasonable.

4.4 Special features of web design subscriptions / ongoing support of websites

(1) Hosting/Server Runtime

Insofar as hosting/server operation is part of the web design subscription, the website (including server operation) will only be provided for the duration of the active subscription. At the end of the subscription, the obligation to provide hosting/server operation ends, subject to the regulations for transfer according to (4).

(2) Takeover against transfer fee

Upon termination of a web design subscription under which we have created, maintained or hosted the website, the customer may take over the website created or substantially revised by us against payment of a transfer fee equal to three (3) monthly installments of the highest web design package booked during the term of the contract.

Websites that already existed before we were commissioned and to which the customer held rights of use are not covered by this replacement. The transfer fee refers exclusively to the version of the website created or significantly revised by Nakaryu as well as to the technical setup (in particular hosting, security, performance and integration configurations) set up by us, to the extent transferable.

(3) Right of use in the event of transfer

By paying the transfer fee, we grant the customer a simple, unlimited right of use to the existing state of the website at that time (cf. § 8).

(4) Handover Form No Migration

After payment of the transfer fee, we will provide the customer with the website data in the following form upon request:

Transfer of the website directory (webspace/directory) as a ZIP archive, and
Passing a database dump.

A migration (e.g. relocation to another hoster, setup on customer systems, DNS conversion, recommissioning on customer servers) is not part of the replacement and will not be carried out by us, unless expressly agreed separately.

(5) Handover period (14 days)

After the handover (ZIP + database dump) has been provided, the customer has a handover period of fourteen (14) days to download and/or back up the provided files. After this period, we are entitled to deactivate the website and the associated systems after the end of the contract and to remove provided transfer links/files, subject to statutory retention obligations.

(6) Responsibility after takeover

From the time of takeover, the customer is solely responsible for hosting, maintenance, security, updates and licenses (themes, plugins, etc.). We do not guarantee that the website will continue to function without restrictions after the end of the contract without the customer’s own licenses/updates.

(7) Termination without transfer fee

Without payment of the transfer fee, we reserve the right to deactivate the website operated by us after the expiry of the contract period.

§ 5 Prices, Terms of Payment and Default of Payment

5.1 All prices stated on our website or in offers are net prices plus the applicable statutory value added tax.

5.2 Payment is made via the payment methods offered in each case (e.g. SEPA direct debit, credit card, bank transfer, payment service provider). Recurring payments in the context of subscriptions are regularly due at the beginning of the respective billing period.

5.3 The customer shall be in default without further reminder if we do not receive a due payment no later than 14 days after the due date.

5.3a Chargebacks / Failed Direct Debits

(1) If a direct debit fails for reasons for which the customer is responsible, in particular due to insufficient or insufficient account funds, incorrect bank details or an objection to an authorized direct debit, we are entitled to pass on to the customer the costs actually incurred by us as a result.

(2) This may include, in particular, the chargeback fees charged to us by the bank or payment service provider and, to the extent legally permissible, other costs actually incurred in connection with processing, tracking and re-processing payments.

(3) After a failed direct debit, we are entitled to make a new collection attempt within a reasonable period of time or to request the customer to pay by bank transfer instead.

(4) If a further direct debit also fails for reasons for which the customer is responsible, or if the outstanding amount remains unpaid despite a request, we are entitled to initiate the usual dunning procedure and assert further legally permissible claims due to late payment.

(5) The customer expressly reserves the right to prove that we have not suffered any damage or a significantly smaller damage.

5.4 Measures to be taken in the event of late payment

(1) After the second unsuccessful reminder, we reserve the right to temporarily suspend the further provision of services and, in particular, to temporarily deactivate websites, e-mail accounts or other services hosted by us.

(2) If the customer is in default of payment for more than three (3) months, we reserve the right to permanently delete the affected data, backups and configurations, provided that this does not conflict with statutory retention obligations.

(3) Our claims for payment remain unaffected by this.

(4) After failed direct debits, we may first inform the customer about the return direct debit, announce a new direct debit attempt or immediately demand alternative payment methods, in particular bank transfer. Further reminders and measures due to late payment remain unaffected by this.

5.5 Ongoing Costs Third-Party Budgets

Insofar as we use third-party budgets for the customer (e.g. advertising costs/media budgets, influencer fees, API credits, usage fees of external tools or platforms), these costs are either billed directly between the customer and the third-party provider or – if we make an advance payment – passed on 1:1 to the customer without surcharge, unless expressly agreed otherwise.

§ 6a Acceptance, approvals and corrections

Insofar as individual services with a self-contained result are owed within the scope of the contract (e.g. a new website version, a landing page, a video, a campaign concept, a design draft), we submit a draft or version to the customer for review and approval.

The customer is obliged to check the draft or the provided version within a reasonable period of time, usually within 7 days of receipt, and either to approve it or to report any defects or requests for changes in text form. If no response is made within this period, the service is deemed to have been accepted or released.

If the service is essentially in accordance with the contract, the customer may not refuse acceptance due to insignificant defects. Such defects will be remedied by us as part of the supplementary performance.

If a certain number of correction loops or changes are included in the respective package, further adjustments beyond this will be remunerated as additional services according to our applicable hourly rate, unless otherwise agreed. We inform the customer about this in advance.

In the case of ongoing subscription models (in particular web design/maintenance subscriptions, social media support, content and performance marketing, AI/automation services), acceptance is de facto carried out by releasing the respective version or content (e.g. going live on a website, approving posts/ads, publishing videos) or by using it during ongoing operations. If, after notification of a new version or draft, no response is received within the period specified in paragraph 2, the respective version shall be deemed to have been released.

§ 7 Special Regulations for Digital Technical Services

Depending on the package booked, this paragraph applies in particular to web design and web development, hosting technical support, social media management, content creation, performance and influencer marketing, SEO services, film/video productions as well as AI-supported automations and API-supported services.

7.1 Web Design, Web Development Ongoing Support

As part of the web design and web development services, Nakaryu creates and maintains websites, online shops and web platforms (e.g. based on WordPress/WooCommerce) according to the respective package description.

Depending on the package, the service includes in particular conception, design, technical implementation, ongoing optimisation and regular updates of content and functions.

Within the scope of web design and development services, the regulations for acceptance and approval in accordance with § 6a of these GTC apply to drafts, intermediate versions and new versions. In particular, the following applies: If we provide the customer with a staging or live version for review and no response is received within the period specified in § 6a, the respective version shall be deemed to have been released. Since the subscription model is designed for continuous development, acceptance takes place in the form of continuous releases of the current version.

The monthly working time quota for adjustments and extensions results from the respective booked package. Work beyond this will be invoiced in accordance with § 7.9.

7.2 Hosting, Servers, Backups, Domains Email

Insofar as hosting services are part of the package, hosting takes place on servers located in Frankfurt (Germany) or equivalent locations within the EU, subject to changes of provider for technical reasons.

We use a modern security and caching tech stack (including enterprise solutions like Cloudflare) to best support security and performance without sacrificing specific performance metrics.

Weekly backups of the websites we host are created. The number of backup versions may vary depending on the system. Restoration is only possible within the framework of the actual backups.

Domains that we register or manage on behalf of the customer are economically owned by the customer. We carry out registration and administration as part of the booked package; a change of provider is possible after termination.

Domain Transfer / Auth Code: After the end of the contract and after settling all outstanding claims, we will provide the customer with the information required for the provider change (in particular auth code) on request. The actual transfer is carried out by the customer or the new provider.

By default, email accounts are provided by third-party providers (e.g. IONOS). Unless otherwise agreed, each mailbox provided by us comprises 2 GB of storage space. We are not liable for spam, delivery problems, blacklisting or failures if these are the responsibility of the respective provider.

No email transmission: The transfer/migration of e-mail inboxes and e-mail content (e.g. IMAP migration) is not part of our standard services and is carried out by the customer himself, unless expressly agreed separately.

7.3 Plugins, Themes, Third-Party Software Interfaces

We often use plugins, themes, external scripts, APIs and other third-party solutions to implement the services.

Where available, we use agency licenses for standard plugins that can be used during the contract period at no additional cost. At the end of the contract, the possibility of using our agency licenses expires; for further use, the customer may have to purchase its own licenses (e.g. theme licenses, premium plugins, add-ons).

We are only liable for errors, failures, security gaps or incompatibilities that can be traced back to third-party software, external services, hosting providers or interfaces in the event of intent or gross negligence.

The customer generally creates access to third-party systems (e.g. CRM, payment providers, booking systems, e-mail tools) himself or expressly commissions us to set them up. The legal responsibility for the use of these systems lies with the customer.

7.4 Social Media Management Content Creation

As part of social media management and content creation, Nakaryu creates and/or publishes content (e.g. texts, images, reels, videos, stories, advertisements) on the agreed platforms on behalf of the Client.

Unless otherwise agreed, the customer provides the information, brand guidelines and access (e.g. admin rights, logins) required for the content.

The customer is responsible for the legal admissibility of the content (e.g. copyrights, personal rights, trademark rights, competition law, platform guidelines). We point out legal risks to the extent that they are recognizable, but do not provide legal advice.

Approval processes (e.g. preview of posts or ads) are based on the respective package or project description. If no feedback or release is received within a reasonable period of time, the publication date may be postponed without any claims against us.

Rights of use to the content created by us are governed by § 8 of these Terms and Conditions.

Performance Influencer Marketing

Within the framework of performance marketing (e.g. Google Ads, Meta Ads, TikTok Ads, other online advertising platforms), Nakaryu takes over the conception, setup, optimization and evaluation of campaigns – depending on the agreement.

The actual advertising costs/media budgets are usually settled directly between the customer and the respective platform or – if we make an advance payment – passed on 1:1 to the customer without surcharge.

In the context of influencer marketing, Nakaryu can mediate, coordinate or negotiate influencer cooperations. The influencer fees, production costs and other expenses will be passed on to the customer 1:1 without surcharge – if we invoice them, unless expressly agreed otherwise. Our own service consists of consulting, planning, coordination and evaluation.

Nakaryu does not owe any specific results, such as guaranteed clicks, reach, leads, conversions, revenue, or return on ad spend. Forecasts and KPI assessments are non-binding.

The customer is responsible for the legal admissibility of the advertised products and services (e.g. no prohibited content, industry-specific legislation, mandatory information). We provide support with labelling (“advertising”, “advertisement”, etc.), but do not assume any legal liability.

Suspensions, restrictions or changes on the part of the advertising and social media platforms are beyond our control; we are only liable for this in the event of intent or gross negligence.

7.6 SEO Services

When it comes to SEO services (on-page optimization, technical SEO, content optimization, link building, etc.), Nakaryu implements state-of-the-art measures to the best of its knowledge.

We expressly do not guarantee specific rankings, visibility values, traffic figures or sales increases. Search engine algorithms and market situations can change at any time and are beyond our control.

For link building measures, the respective specifications of the platforms/partners used also apply. We rely exclusively on legitimate methods within the framework of the agreed service model, but assume no liability for algorithm-related ranking changes.

7.7 Film, photo and video productions

In the context of film, photo and video productions, Nakaryu creates image and moving image material according to the agreed briefings and concepts.

The customer is responsible for ensuring that the necessary consents, declarations of consent, location releases or other approvals are available for all motifs (persons, places, brands, products) initiated or provided by the customer, unless it is expressly agreed that we will obtain them.

Weather conditions, official requirements, cancellations of locations or third parties may lead to date adjustments or additional costs. We inform the customer about this and coordinate the further procedure.

Rights of use to photo and video material are governed by § 8. Use beyond the agreed purpose (e.g. additional channels, campaigns, platforms) requires a separate agreement.

7.8 AI-powered automations, tools API services

To the extent that Nakaryu provides AI-powered services (e.g., automations, bots, content generation, chatbots, workflows) or uses external APIs (e.g., language models, image AI, analytics APIs), we typically use third-party services.

The content and results generated by AI systems may be incorrect, incomplete, or outdated. The customer is obliged to check these results before productive use.

AI and API solutions may not be used by the customer in safety-critical areas (e.g. medicine, emergency systems, legally binding decisions) unless expressly agreed and legally secured.

Nakaryu assumes no liability for damages resulting from an unchecked or improper use of AI or API results, unless we are guilty of intent or gross negligence.

API credits and usage-based fees (e.g. for AI APIs, external automation platforms) are either billed directly between the customer and the API provider or, if we make an upfront payment, passed on 1:1 to the customer at no markup.

7.9 Working Time Quotas, Additional Benefits Support

Each ongoing package (e.g. web design, social media, content, SEO, performance marketing, AI services) contains a certain monthly working time quota. The exact scope can be found in the respective package description.

Services in excess of the agreed quota will be charged according to our applicable hourly rate. In such cases, we inform the customer in advance and obtain his consent.

Support is available 24/7 via email; incoming inquiries are processed within the framework of normal response times. Telephone support is provided during our usual business hours, which are communicated on our website.

Specific response times or service levels (SLAs) are only owed if they have been expressly agreed in writing.

7.10 Acquisition and further development of existing websites

Insofar as Nakaryu takes over an existing website of the customer (e.g. for a relaunch, a migration to our systems or ongoing support) and uses it as a basis for further work, the customer remains the owner of the rights to the original website and the content contained therein, insofar as he is allowed to dispose of them.

The Client grants Nakaryu a non-exclusive right of use to the existing website, the underlying code and all content contained therein for the duration of the cooperation, insofar as this is necessary for adaptation, further development, migration, security and technical support.

The customer warrants that he has all necessary rights to the acquired website and the content on it and that no rights of third parties will be infringed by our use, adaptation or further development. The customer indemnifies Nakaryu against all claims by third parties resulting from infringements that already existed before the takeover of the website.

Nakaryu is not liable for any errors, security gaps, legal violations (e.g. missing or incorrect mandatory information, inadmissible content, old tracking setups) or other defects resulting from the previous design of the website prior to our acquisition. Our responsibility relates to the changes and extensions we make within the scope of the agreed services.

The regulations on copyright and rights of use in accordance with § 8 of these GTC apply to the adaptations, extensions and new developments made by Nakaryu to the acquired website. Upon payment of a transfer fee in accordance with § 4.4, the customer receives a simple, unlimited right of use to the entire state of the website existing at the time of takeover (including our adjustments). Without redemption, the limited rights of use granted during the term of the contract remain. The customer’s rights of use to his original website that already existed before the takeover remain unaffected by this.

§ 8 Copyrights and rights of use

8.1 All content, designs, graphics, texts, layouts, templates, source codes, concepts, photo and video material and other results of our activities created by us are subject to the copyright or industrial property rights of Nakaryu or the respective rights holders, insofar as they are eligible for copyright protection.

8.2 Unless otherwise agreed, the customer receives a simple, non-transferable right of use to the work created by us, which is limited to the contractually agreed purpose.

8.3 For current subscription models:

During the term of the subscription, the customer may use the services provided within the scope of the subscription to the extent contractually agreed.
Upon termination of the subscription and without redemption in accordance with § 4.4, we reserve the right to use the services dependent on our infrastructure (esp. websites, hosting, certain licenses).

8.4 If a transfer fee is paid in accordance with § 4.4 or a separate purchase of rights has been agreed, the customer receives a simple, unlimited right of use to the status of the website or the work results handed over. Internal agency modules (e.g. libraries, frameworks, agency templates, know-how) remain our property and may be used by us.

8.5 A transfer of rights of use to third parties or multiple use (e.g. as a template for other projects) is only permitted with our express written consent.

§ 9 Liability

9.1 Nakaryu is fully liable for damages resulting from injury to life, limb or health that are based on an intentional or grossly negligent breach of duty, as well as for other damages that are based on an intentional or grossly negligent breach of duty.

9.2 To the extent permitted by law, we shall not be liable for slight negligence, unless it is a breach of a material contractual obligation (cardinal obligation). In this case, our liability is limited to the amount of the damage that is foreseeable, typically occurring at the time of conclusion of the contract.

9.3 Further liability, in particular for lost profits, lost savings, indirect damages and consequential damages, is excluded, unless mandatory statutory provisions (e.g. Product Liability Act) provide otherwise.

9.4 The above limitations of liability apply equally to our organs, employees, vicarious agents and vicarious agents.

§ 10 Data protection

10.1 We process the customer’s personal data exclusively within the framework of the legal provisions of the GDPR and the BDSG.

10.2 Details on the processing of personal data can be found in our current privacy policy on our website.

10.3 The customer is responsible for the admissibility of the data provided by him and the tracking, analysis or marketing measures initiated by him under data protection law.

§ 11 Confidentiality

11.1 Both parties undertake to treat all confidential information and trade secrets of the other party that become known in the course of the cooperation as strictly confidential and not to make them accessible to third parties, unless this is necessary for the performance of the contract.

11.2 This obligation shall continue even after the termination of the contractual relationship.

§ 12 Final Provisions

12.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from or in connection with this contract shall be our registered office.

12.3 Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. Instead of the invalid provision, the legally permissible provision that comes closest to the economic purpose of the invalid provision shall apply.

12.4 Changes and additions to the contract as well as these GTC must be in text form, unless a stricter form is prescribed by law.

Cancellation policy

Right of withdrawal for consumers

Consumers have the right to withdraw from this contract within 14 days without giving reasons.

A consumer within the meaning of this cancellation policy is any natural person who concludes a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his self-employed professional activity (§ 13 BGB).

The withdrawal period is 14 days from the day of conclusion of the contract.

To exercise your right of withdrawal, you must contact us

Nakaryu GmbH

Franz-Liszt Street 3

90571 Schwaig

Germany

E-mail: hey@nakaryu.de

inform you of your decision to withdraw from this contract by means of an unequivocal statement (e.g. a letter sent by post or an e-mail). You can use the sample withdrawal form below, but it is not mandatory.

In order to comply with the withdrawal period, it is sufficient to send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.

Consequences of revocation

If you cancel this contract, we must repay you all payments we have received from you, including any delivery or set-up costs, without undue delay and at the latest within 14 days from the day on which we received the notification of your withdrawal.

For this repayment, we use the same means of payment that you used in the original transaction, unless expressly agreed otherwise with you. In no case will you be charged for this repayment.

Compensation for the value of service contracts

If you have requested that the services should start during the withdrawal period, you must pay us a reasonable amount. This amount corresponds to the proportion of the services already provided up to the time when you inform us of the exercise of the right of withdrawal with regard to this contract as well as the capacities reserved exclusively for you compared to the total scope of the services provided for in the contract.

We can set this share at a flat rate of up to 50% of the agreed contract value, insofar as and as long as we have blocked capacities for the agreed service and provided preliminary services. You are free to prove that the value of the services already provided and capacities kept free is lower than the lump sum set by us.

Premature expiry of the right of withdrawal

The right of withdrawal expires prematurely if:

the service has been provided in full by us, and
you have expressly agreed before the start of the execution that we will commence the service before the expiry of the withdrawal period, and
you have confirmed your knowledge that you will lose your right of withdrawal if we have fulfilled the contract in full.

This applies in particular to digital services such as web design, hosting setup, configuration of marketing and tracking tools, social media setup, AI/automation workflows or individually created content (e.g. texts, graphics, video content), provided that these have been provided in full to the agreed extent.

Sample cancellation form

(If you wish to withdraw from the contract, please fill out this form and return it to us.)

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