General Terms and Conditions (GTC)

B2B Version – Status: August 4, 2026

1. Provider, Scope of Application, and Order of Precedence

1.1 The provider is Helfano, owner Özgür Balaban, Johann-Appler-Straße 16, 91126 Schwabach, Deutschland (hereinafter “Helfano”).

1.2 These General Terms and Conditions apply to all contracts regarding digital services provided by Helfano, including but not limited to web design and website creation, website modernization, online shops, branding, app conceptualization, online marketing, landing pages, text and content, AI-generated videos, inquiry forms, automation, simple chatbots, as well as agreed hosting, maintenance, or support services.

1.3 The offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. Consumers within the meaning of Section 13 BGB are accepted only if Helfano expressly confirms this in text form on a case-by-case basis. In such cases, mandatory consumer protection regulations and separate consumer information requirements shall also apply.

1.4 Deviating terms and conditions of the customer shall not become part of the contract unless Helfano expressly agrees to their applicability in text form. This applies even if Helfano does not expressly object to a conflicting term.

1.5 Individual agreements, the specific offer, the service description, and any agreed project plan take precedence over these General Terms and Conditions. Otherwise, these General Terms and Conditions apply.

2. Offers and Conclusion of Contract

2.1 Representations, package descriptions, and sample prices on the website constitute non-binding information and do not yet represent a binding contractual offer.

2.2 An inquiry from the customer is non-binding. A contract is concluded when the customer accepts an individual offer from Helfano in text form within the period specified therein, makes an agreed down payment, or Helfano begins providing the service upon the customer's express instruction after the customer has received the offer and the General Terms and Conditions.

2.3 Modifications or additions to the offer are valid only if confirmed by both parties in text form. A late acceptance may be treated by Helfano as a new offer from the customer.

2.4 Email and an expressly agreed project channel—such as WhatsApp—may be used for coordination, approvals, and documentation. Stricter statutory form requirements remain unaffected.

2.5 The non-binding project inquiry at www.helfano.de does not, in itself, result in a contract subject to a fee.

3. Nature and Scope of Services

3.1 The nature, scope, functions, number of pages, design, content, technical environment, deliverables, and—where applicable—maintenance are determined by the individual offer and the service description.

3.2 Where a specific project outcome is owed—such as the creation of a functional website based on an agreed description—the rules governing contracts for work apply. In the case of ongoing consulting, maintenance, marketing support, campaign management, or other activities, Helfano owes the performance of services in a professional manner but does not guarantee a specific economic outcome unless expressly promised.

3.3 Specifically excluded from the scope of services—unless expressly agreed otherwise—are legal or tax advice; legal review of legal notices (Impressum), data protection policies, general terms and conditions (GTC), cancellation instructions, or industry-specific regulatory obligations; formal accessibility audits; ongoing security updates; maintenance; search engine rankings; source and raw files; paid licenses; and domain, hosting, or email mailbox services.

3.4 Helfano may engage suitable agents and specialized subcontractors. Helfano remains responsible for the proper performance of the contract to the extent required by law.

3.5 Visual representations may vary slightly depending on the display, browser, operating system, device settings, or font smoothing. Such technically typical variations do not constitute a defect, provided the agreed usability is not materially impaired.

4. Project Workflow and Customer Cooperation

4.1 Helfano will commence the project once the agreed prerequisites for starting have been met—specifically, receipt of the down payment and the provision of the project brief, content, access credentials, and necessary approvals.

4.2 The customer shall designate a contact person with decision-making authority. Helfano may treat statements and approvals made by this person as binding unless the customer notifies Helfano of a change.

4.3 The Client shall provide all necessary details, texts, images, logos, access credentials, technical information, and decisions in a complete, accurate, and timely manner. The Client shall carefully review any previews provided.

4.4 Feedback should be submitted in a consolidated and unambiguous manner within five business days. If the project is delayed due to a lack of cooperation or contradictory input, agreed deadlines shall be extended accordingly. Any additional effort resulting from this may be billed following prior notification.

4.5 If required cooperation is not forthcoming for more than 14 calendar days, Helfano may pause the project and reschedule it following a reasonable reminder. If a reasonable grace period expires without success, statutory rights shall apply, particularly regarding payment for services already rendered and, where applicable, termination for good cause.

4.6 Before work is performed on existing websites, servers, databases, or accounts, the Client shall create a current backup, unless a backup by Helfano has been expressly agreed upon. The Client shall ensure that Helfano is authorized to use the provided access credentials and systems to the agreed extent.

4.7 Additional effort resulting from incorrect information, missing access credentials, legacy technical issues, changes made by third parties, or undisclosed limitations is not included in the original price, provided Helfano could not reasonably have been expected to recognize these circumstances at the time the contract was concluded.

5. Content, Rights, Approvals, and Legal Responsibility

5.1 The Client is responsible for the factual accuracy, completeness, currency, and legal admissibility of the content provided or approved by them. This applies in particular to company details, prices, service promises, opening hours, product information, mandatory disclosures, and advertising claims.

5.2 The client warrants that they possess all rights necessary for the project. This applies in particular to texts, photos, videos, logos, trademarks, designs, music, fonts, reviews, personal data, and images of identifiable persons. The client is responsible for obtaining and providing proof of all necessary consents, model releases, and copyright and usage rights.

5.3 The Customer shall not instruct Helfano to publish content that is unlawful, discriminatory, misleading, harmful to minors, or offensive, or that infringes upon the rights of third parties. Helfano may reject content that is recognizably problematic, suspend it pending clarification, or remove it from the project.

5.4 Helfano does not provide individual legal advice. Where legal pages, notices, or template texts are technically integrated or provided as working aids, Helfano does not undertake to have them reviewed by a lawyer, nor does it guarantee that the texts are sufficient to address all specific aspects of the business model, the industry, the services used, or subsequent changes in the law. Final review and ongoing updates are the responsibility of the Customer or legal counsel commissioned by the Customer.

5.5 The Customer is given the opportunity to review the content prior to publication. By granting approval, the Customer confirms, in particular, that content, contact details, prices, links, image rights, and legal disclosures have been checked. Technical or editorial errors attributable to Helfano remain unaffected by the approval.

5.6 The Customer shall indemnify Helfano against legitimate third-party claims based on content provided or specified by the Customer, or content approved by the Customer despite a warning, insofar as the Customer is responsible for the infringement. This indemnification covers the necessary and reasonable costs of legal defense. Helfano shall inform the Customer without undue delay and shall not make any admissions of liability without the Customer's consent, provided it is reasonable to do so.

5.7 Following handover, the Customer is responsible for updating content and mandatory disclosures to reflect factual or legal changes, unless ongoing maintenance has been agreed upon.

6. Drafts, Corrections, and Change Requests

6.1 Unless the offer specifies otherwise, two consolidated rounds of revisions are included for the agreed scope of services.

6.2 A round of revisions consists of the client’s coherent, consolidated feedback regarding a submitted draft or version. Individual requests submitted subsequently may count as an additional round of revisions.

6.3 Revisions serve to make adjustments within the framework of the agreed concept. A change in design direction, new pages, additional functions, new interfaces, extensive rewriting of text, subsequent structural changes, or modifications to project stages that have already been approved constitute additional services.

6.4 Additional services are performed only after a brief assessment of the effort involved and the client’s approval. In the absence of a specific price agreement, remuneration is based on the agreed or standard hourly or project rate.

6.5 Approved interim versions form the basis for further work. Subsequent changes to approved elements may result in additional costs and schedule delays.

7. Deadlines, Delays, and Force Majeure

7.1 Deadlines and completion dates are binding only if expressly designated as such. Non-binding timeframes represent realistic planning estimates rather than guarantees.

7.2 Deadlines shall be extended appropriately if the client is late in fulfilling cooperation obligations, submits requests for changes, or if an obstacle arises for which the client or a third-party provider is responsible.

7.3 Helfano shall be liable for delays caused by events beyond its reasonable control—such as, in particular, failures on the part of hosting, domain, platform, or network providers; cyberattacks despite appropriate protective measures; official actions; natural events; or other force majeure—only in accordance with statutory rules regarding liability for fault. Helfano shall inform the customer and resume the project once the impediment has been removed.

7.4 If a significant impediment to performance persists for an extended period, the parties shall agree on an appropriate adjustment to the project plan. Statutory termination rights remain unaffected.

8. Completion, Acceptance, and Defects

8.1 In the case of services governed by a contract for work, Helfano shall notify the customer of completion and make the agreed-upon deliverable available for inspection.

8.2 The Customer shall inspect the work within ten business days and either declare acceptance or specify at least one concrete defect. Insignificant defects do not entitle the Customer to refuse acceptance.

8.3 If the Customer fails to respond, Helfano may set a reasonable deadline for acceptance and draw attention to the statutory consequences. Deemed acceptance occurs only under the conditions prescribed by law.

8.4 Productive use, publication, or independent further processing may be deemed acceptance, provided the Customer has not reserved the right to claim for a specific defect in doing so and the statutory requirements are met.

8.5 In the event of justified defects, Helfano initially has the right to remedy the defect (subsequent performance) within a reasonable period. Other statutory rights regarding defects remain unaffected.

8.6 A defect shall not be deemed to exist, in particular, if the impairment is attributable to subsequent changes made by the Customer or third parties, unsuitable third-party systems, unsupported legacy browsers, changes to external platforms occurring after acceptance, missing updates outside the scope of a maintenance contract, or content-related errors approved by the Customer, provided Helfano is not responsible for the circumstance in question.

8.7 Unless otherwise agreed, the display is tested using the versions of common browsers and standard screen sizes current at the time of acceptance. An identical display on every device and in every legacy software version is not technically required.

8.8 Maintenance, ongoing functional monitoring, security updates, and adaptation to subsequent changes in browsers, systems, or providers are owed only if a corresponding contract exists.

9. Domain, Hosting, E-mail, Licenses, and Third-Party Providers

9.1 Costs for domains, hosting, email, plugins, stock media, fonts, interfaces, and other third-party services are included in the price only if the offer expressly states so.

9.2 Wherever possible, domains, hosting accounts, and paid services are set up directly in the customer's name. The customer then becomes the contracting party with the respective provider and is responsible for payments, renewals, access security, and cancellations.

9.3 Helfano does not guarantee 100% availability of websites, email delivery, platforms, or third-party interfaces. Maintenance windows, service disruptions, blocks, or changes made by external providers are beyond Helfano’s direct control.

9.4 Helfano is liable for the selection and technical integration of third-party providers in accordance with statutory standards of liability and those set out in Section 17, but not for independent service disruptions or business decisions made by the third-party provider.

9.5 If a third-party provider changes its technology, prices, terms, interfaces, or availability after acceptance of the work, any necessary adjustments constitute a service subject to separate remuneration, unless a maintenance package stipulates otherwise.

9.6 Following handover, the customer is responsible for secure passwords, multi-factor authentication (where available), renewals, updates, backups, and the removal of former users, unless these tasks have been expressly assigned to Helfano.

10. SEO, Marketing, Online Shops, and Commercial Success

10.1 Helfano may prepare websites for search engines in terms of both technical aspects and content. No specific indexing, position, visibility, visitor volume, number of inquiries, revenue level, or other economic success is guaranteed unless expressly and measurably agreed upon.

10.2 Search engines, social networks, advertising platforms, and marketplaces make independent decisions regarding rankings, approvals, reach, account suspensions, and system changes. Helfano has no controlling influence over these matters.

10.3 Advertising budgets, platform fees, and external media costs are not included in the fee unless otherwise agreed. Campaigns may be rejected, restricted, or subsequently modified by platforms.

10.4 In the case of online shops and sales-related pages, the Customer remains responsible, in particular, for products, prices, taxes, payment methods, shipping, delivery times, product labeling, consumer information, rights of withdrawal, warranties, product safety, and industry-specific obligations. Helfano is responsible only for the expressly agreed technical and design implementation.

10.5 Verifying whether the Customer’s offering is subject to specific requirements regarding accessibility, youth protection, professional regulations, advertising of medicinal products, price disclosures, or financial, health, or other regulated services does not form part of the engagement unless expressly agreed otherwise.

11. AI-Generated Content, Chatbots, and Automation

11.1 Helfano may use AI-powered tools if appropriate for the agreed service and unless an agreement to the contrary exists.

11.2 Despite careful use, AI outputs may be inaccurate, incomplete, misleading, biased, outdated, or similar to other outputs. The Customer must verify the technical accuracy and content of such outputs prior to publication.

11.3 No guarantee is provided regarding exclusivity, eligibility for trademark registration, or sole copyright eligibility for any AI-generated result, unless expressly agreed.

11.4 The Customer shall transmit only such data for AI processing as they are authorized to process. Special categories of personal data, professional secrets, access credentials, or other highly sensitive information may only be processed subject to prior express agreement and appropriate technical and data protection safeguards.

11.5 A simple chatbot or inquiry assistant does not replace human review and—absent a specific design plan—must not be used for medical, legal, financial, safety-critical, or other decisions having legal or similarly significant consequences.

11.6 The Customer is responsible for the accuracy of the knowledge base, necessary transparency disclosures, providing an accessible human point of contact, and monitoring published chatbot responses. Helfano shall remedy reported technical defects to the agreed extent.

11.7 Changes to models, terms of use, prices, or the availability of external AI providers may necessitate adjustments. These shall be remunerated separately unless ongoing support has been agreed upon.

12. Remuneration, Invoices, and Default in Payment

12.1 Remuneration is determined by the individual offer. Sample prices on the website serve for guidance only, provided no specific offer has been accepted.

12.2 Unless otherwise stipulated in the offer, 50 percent of the project remuneration is due as a down payment upon conclusion of the contract, and 50 percent upon completion or acceptance.

12.3 Third-party costs, licenses, domains, hosting, advertising budgets, and other expenses may be required in full as an advance payment prior to the commissioning thereof.

12.4 Invoices must be paid within 14 calendar days without deduction, unless the invoice specifies a different deadline. Statutory consequences of default apply in the event of late payment.

12.5 In the event of overdue amounts that remain unpaid despite a reminder, Helfano may suspend further services following reasonable notice. Project deadlines shall be postponed accordingly. Statutory rights remain unaffected.

12.6 Helfano currently applies the small business regulation pursuant to Section 19 of the German Value Added Tax Act (UStG). Therefore, no VAT is charged or shown, provided the statutory requirements are met. Should the tax treatment change, the treatment specified in the offer or invoice shall apply.

12.7 Rights of use are granted only after full payment of the agreed remuneration, subject to mandatory statutory rights.

13. Usage Rights and Project Files

13.1 Upon full payment, the customer receives non-exclusive rights of use—unrestricted in terms of time and geography and necessary for the purpose of the contract—regarding the results created and accepted individually for them. This includes use, publication, reproduction, and modification appropriate to the intended purpose by the customer or by service providers commissioned by the customer.

13.2 Transfer to a legal successor or acquirer of the relevant company or project is permitted. Exclusive rights of use are granted only if expressly agreed.

13.3 The project files required for the agreed operation are handed over. Raw design files, unselected drafts, internal working files, prompt histories, development tools, and other production assets are owed only if expressly specified in the offer.

13.4 The respective license terms apply to stock media, fonts, open-source components, plugins, platforms, and other third-party content. Helfano can only pass on rights that Helfano itself has effectively obtained. The customer shall comply with any necessary attribution requirements, license limitations, and ongoing fees.

13.5 Pre-existing tools, methods, general code modules, templates, and reusable know-how remain the property of Helfano. The customer receives the rights thereto necessary for the operation of their project.

13.6 Modifications made by the customer or third parties after handover are carried out at their own risk. Helfano is not liable for errors resulting therefrom, unless Helfano caused them.

13.7 The use of the customer’s name, logo, screenshots, or project description as a reference shall only take place with the customer’s separate consent.

14. Confidentiality and Data Protection in Customer Projects

14.1 Both parties shall treat non-public business and technical information belonging to the other party as confidential and use it solely for the performance of the contract. Statutory disclosure obligations remain unaffected.

14.2 Each party is independently responsible under data protection law for the personal data for which it determines the purposes and means of processing.

14.3 If Helfano processes personal data exclusively on the customer’s behalf—for instance, in the context of ongoing access to contact inquiries, hosting, databases, chatbots, or CRM systems—the parties shall enter into a data processing agreement pursuant to Art. 28 GDPR prior to the commencement of processing.

14.4 The customer is responsible for ensuring the compliance of its website, forms, customer lists, newsletters, and tracking and marketing measures with data protection law. Helfano is only obligated to provide the expressly agreed technical implementation of a concept specified or legally vetted by the customer.

14.5 Both parties shall protect access points and personal data through appropriate technical and organizational measures. Any data protection breaches related to the project must be reported to the other party without undue delay.

15. Data Backup and Retention of Project Documentation

15.1 Unless archiving or maintenance services have been agreed upon, Helfano is under no obligation to permanently retain work-in-progress versions, raw files, or backups. Helfano may delete such project materials no earlier than 90 days after complete handover and payment, provided there are no statutory obligations or legitimate reasons preventing such deletion.

15.2 Following handover, the Customer shall create their own backup copies of the website, content, access credentials, and project files. In the event of a direct hosting contract, the Customer shall utilize the backup functions made available by the provider.

15.3 Restoration from existing backups constitutes a service subject to separate remuneration, provided that the data loss is not attributable to Helfano.

15.4 Statutory retention obligations regarding invoicing, contractual, and business data remain unaffected.

16. Termination and Early Project Conclusion

16.1 Statutory rights of termination and withdrawal remain unaffected. In the case of services governed by a contract for work and labor (*Werkvertrag*), the client’s statutory right to terminate the contract at will—along with the associated statutory consequences regarding remuneration—applies in particular.

16.2 Helfano may terminate the contract for good cause, particularly if the client—despite being granted a reasonable grace period—refuses to provide essential cooperation, fails to make due payments, requests unlawful content, or if the continuation of the project becomes unreasonable.

16.3 In the event of early termination, services rendered in accordance with the contract up to that point, third-party costs incurred, and binding project-related obligations entered into shall be invoiced. Statutory deductions for saved expenses will be taken into account.

16.4 To the extent technically feasible and paid for, Helfano shall make usable interim results available to the client. Unpaid drafts and rights that have not been transferred remain the property of Helfano.

17. Liability

17.1 Helfano shall be liable without limitation in cases of willful intent and gross negligence, injury to life, limb, or health, fraudulent concealment of a defect, express guarantees assumed, and under mandatory statutory liability provisions.

17.2 In the event of a breach of a material contractual obligation due to simple negligence—where such obligation is essential for the proper performance of the contract and the client is entitled to rely on its fulfillment—Helfano shall be liable only for damages that are foreseeable and typical for the contract at the time of its conclusion. Otherwise, liability for simple negligence is excluded to the extent permitted by law.

17.3 In the event of data loss, liability for ordinary negligence is limited to the typical recovery costs that would have been incurred had the customer performed proper and regular data backups.

17.4 Helfano shall be liable for customer content, chains of rights, approved specifications, economic results, search engine rankings, decisions by external platforms, independent disruptions caused by third-party providers, and technical statements made by AI systems only to the extent that Helfano is responsible for the damage under the foregoing rules.

17.5 These limitations of liability apply accordingly to the employees, representatives, agents, and subcontractors of Helfano.

17.6 Mandatory statutory rights of the customer regarding defects, data protection, and other matters remain unaffected by this provision.

18. Final Provisions

18.1 German law applies, excluding the UN Sales Convention (CISG). Mandatory protective provisions remain unaffected.

18.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction shall be the registered office of Helfano, to the extent permitted by law. Helfano may also sue the customer at the customer's general place of jurisdiction.

18.3 Amendments and supplements should be documented in text form for evidentiary purposes. Individual agreements take precedence regardless of this.

18.4 Should any provision be invalid in whole or in part, statutory provisions shall apply in its place. The validity of the remaining provisions remains unaffected.

18.5 Date of these General Terms and Conditions: August 4, 2026.