General Terms and Conditions

§ 1 Scope

1. These General Terms and Conditions (T&Cs) apply to all contracts between Codemoon Studio, owner Patrick Walter, Karl-Engelhardt-Straße 5, 34286 Spangenberg, Germany (hereinafter “Provider”), and its customers (hereinafter “Customer”) for services in software and web development, design, consulting, setup, hosting as well as support and maintenance.
2. Customers within the meaning of these T&Cs are both consumers and entrepreneurs. A consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed professional activities (§ 13 BGB). An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or self-employed professional activity (§ 14 BGB).
3. Deviating, conflicting or supplementary terms and conditions of the Customer shall not become part of the contract unless the Provider expressly agrees to their validity in text form.
4. Individual agreements in the quote or contract take precedence over these T&Cs.

§ 2 Conclusion of contract

1. The presentation of services on the website does not constitute a binding offer but an invitation to submit an enquiry.
2. Based on an enquiry, the Provider prepares an individual quote in text form (e.g. by e-mail or PDF). Unless otherwise stated, the Provider is bound by its quote for 30 days.
3. The contract is concluded when the Customer accepts the quote in text form (e.g. by signature, confirmation by e-mail or order confirmation) or the Provider begins performance after the order has been placed.
4. The scope of services is conclusively determined by the quote and, where applicable, a jointly agreed concept or specification.

§ 3 Scope of services and Customer’s duties to cooperate

1. The Provider performs the services with the care of a diligent professional in accordance with the state of the art at the time the contract is concluded. It is entitled to use suitable subcontractors and third-party services to perform the services.
2. The Customer provides all content, information, access data, licences and approvals required for the service in good time, completely and free of charge.
3. The Customer warrants that it holds the necessary rights to all content it supplies (e.g. texts, images, logos, data) and that such content does not violate applicable law. It indemnifies the Provider against third-party claims based on a breach of this obligation.
4. If the Customer fails to fulfil its duties to cooperate, or fails to do so in good time, agreed deadlines shall be extended accordingly. Any additional work resulting from this may be charged at the agreed or customary hourly rate.

§ 4 Change requests and additional services

1. Requests for changes or extensions after conclusion of the contract that go beyond the agreed scope of services must be commissioned and paid for separately.
2. Before implementation, the Provider informs the Customer of the expected additional effort and possible effects on deadlines. Implementation only takes place after approval by the Customer in text form.
3. Revision rounds included in the quote are final; further revision rounds are charged according to effort.

§ 5 Dates and deadlines

1. Dates and deadlines are only binding if they have been expressly agreed as binding in text form.
2. Delays for which the Provider is not responsible (e.g. force majeure, failures of third-party providers, lack of cooperation by the Customer) extend deadlines by the duration of the hindrance plus a reasonable start-up period.

§ 6 Remuneration and terms of payment

1. The prices stated in the quote apply. The Provider is a small business within the meaning of § 19 UStG; therefore no VAT is charged.
2. Unless otherwise agreed, a down payment of 50% of the agreed remuneration is due when the order is placed. The Provider starts work after receipt of the down payment. The remaining remuneration is due upon acceptance. For longer projects, instalments based on project progress may be agreed.
3. Invoices are payable without deduction within 14 days of the invoice date. In the event of default in payment, the statutory provisions apply (§§ 286, 288 BGB).
4. Recurring services (e.g. hosting, support and maintenance) are invoiced in advance for the respective billing period.
5. In the event of default in payment, the Provider is entitled, after prior notice in text form, to withhold further services and to suspend hosted services until the outstanding amounts have been paid.
6. Costs for third-party services (e.g. domains, licences, servers, API and AI usage fees, plugins) are borne by the Customer unless expressly included in the quote.

§ 7 Acceptance

1. Works (e.g. websites, software, games, indicators, bots, setups) are accepted by the Customer. The Provider notifies completion in text form and makes the work available for inspection.
2. The Customer inspects the work within 14 days of provision and declares acceptance or specifically reports material defects in text form. Acceptance may not be refused because of insignificant defects; these will be remedied under the warranty.
3. The work is deemed accepted if the Customer does not refuse acceptance within the period of 14 days, stating at least one defect (§ 640 (2) BGB). If the Customer is a consumer, this effect only occurs if the Provider has informed the Customer of these consequences in text form together with the request for acceptance.
4. The work is furthermore deemed accepted as soon as the Customer uses it productively, in particular publishes a website (“goes live”), uses software in live operation or uses trading software on a real-money account.
5. With acceptance, the work has been performed in accordance with the contract. Thereafter, only the statutory rights in respect of defects under § 10 apply; withdrawal or reclaiming the remuneration merely because the Customer does not like the work is excluded.

§ 8 Right of withdrawal for consumers

1. Entrepreneurs have no right of withdrawal.
2. For contracts concluded outside business premises or at a distance (e.g. by e-mail, phone or via the website), consumers have a statutory right of withdrawal of 14 days. Details can be found in the withdrawal policy (Annex A).
3. Early start of performance: If the consumer expressly requests that the Provider begin performance before the withdrawal period expires and confirms their knowledge that they lose their right of withdrawal upon complete fulfilment of the contract, the right of withdrawal expires as soon as the Provider has fully performed the service (§ 356 (4) BGB). This is the case in particular upon handover or acceptance of the finished work.
4. Compensation for value: If the consumer withdraws after having requested an early start of performance, they must pay compensation for the services provided up to the withdrawal (§ 357a (2) BGB). This is calculated on the basis of the agreed total price in proportion to the share of services provided up to that point.
5. Digital content: For the supply of digital content not on a physical data carrier (e.g. finished indicators, scripts, templates), the right of withdrawal expires when the supply begins if the consumer has expressly agreed that performance of the contract begins before the withdrawal period expires, has confirmed their knowledge of the loss of the right of withdrawal, and the Provider has provided a confirmation of the contract on a durable medium (§ 356 (5) BGB).
6. The consumer makes the declarations under paragraphs 3 and 5 in text form when placing the order (e.g. in the order confirmation).

§ 9 Rights of use and source code

1. Upon full payment of the remuneration, the Provider grants the Customer a simple, temporally and geographically unlimited right to use the work results created individually for the Customer for the contractually agreed purpose. Further rights (e.g. exclusive rights, editing, resale, sublicensing) require a separate agreement.
2. Until full payment, all rights remain with the Provider; use before full payment is only permitted on a revocable basis.
3. The Provider is only obliged to hand over the source code or open project files if this has been expressly agreed.
4. General components, libraries, tools, templates and know-how of the Provider that were not developed individually for the Customer remain with the Provider and may continue to be used by it.
5. The respective licence terms apply to open-source components and third-party services used, which the Customer must observe.

§ 10 Warranty

1. The statutory rights in respect of defects apply with the following provisos: the Provider is initially entitled to subsequent performance (repair or new production at its discretion). If subsequent performance fails, the Customer may reduce the price or withdraw from the contract in accordance with the statutory provisions.
2. Defects must be described comprehensibly and reported in text form. If the Customer is an entrepreneur, the inspection and notification obligations of § 377 HGB apply accordingly.
3. If the Customer is an entrepreneur, the limitation period for claims for defects is one year from acceptance. This does not apply to claims for damages under § 11 (1). The statutory periods apply to consumers.
4. The following in particular are not defects: errors caused by changes made by the Customer or third parties, improper operation, or hosting or system environments that were not agreed; differences in display in browsers or devices that were not agreed or are outdated; and impairments caused by subsequent changes to third-party services, interfaces, platforms or operating systems (e.g. browser, broker or API updates).

§ 11 Liability

1. The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act and to the extent of any guarantee assumed.
2. In the case of slight negligence, the Provider is only liable for breach of an essential contractual obligation (cardinal obligation), the fulfilment of which makes the proper performance of the contract possible in the first place and on whose compliance the Customer may regularly rely. In this case, liability is limited to the foreseeable damage typical for the contract at the time the contract was concluded.
3. Otherwise, liability for slight negligence is excluded. This applies in particular to indirect and consequential damage such as lost profits, insofar as legally permissible.
4. The Provider is only liable for the loss of data to the extent that it would also have occurred if the Customer had made proper, regular data backups appropriate to the risk.
5. The above limitations of liability also apply in favour of the Provider’s vicarious agents and subcontractors.

§ 12 Special provisions for trading software, indicators, Expert Advisors and trading AIs

1. No investment advice: The Provider exclusively develops software according to the Customer’s specifications. It does not provide investment advice, investment brokerage, asset management or any other financial services within the meaning of the German Banking Act (KWG) or Investment Firm Act (WpIG) and does not give buy or sell recommendations.
2. No promise of profit: The Provider owes the implementation of the agreed logic or strategy, but not economic success. It assumes no guarantee for profits, returns or the profitability of a strategy. Results from backtests, optimisations or demo accounts are no guarantee of future results.
3. Risk warning: Trading financial instruments, especially leveraged products (e.g. CFDs, forex, futures) and crypto assets, involves considerable risks up to total loss and, in the case of leveraged products, possibly beyond. The Customer trades solely at its own responsibility and risk.
4. Customer obligations: The Customer is obliged to test any software sufficiently on a demo account before using it with real money, to determine the settings (e.g. position size, stop loss, risk per trade) on its own responsibility and to monitor operation continuously. The Customer is responsible for the choice of broker, trading platform, server and internet connection.
5. Exclusion of liability for trading losses: The Provider is not liable for losses from trading transactions, lost profits, slippage, requotes, price deviations, failures or changes of brokers, trading platforms, data feeds or interfaces, unless a case under § 11 (1) applies.

§ 13 Special provisions for crypto, blockchain and Web3 projects

1. Transactions on a blockchain are generally irreversible. Smart contracts can often no longer be changed after publication.
2. An independent security audit of smart contracts is only owed if expressly agreed. The Customer is advised to obtain an external audit before any publication involving real assets.
3. The Customer is solely responsible for the secure storage of private keys, seed phrases and access data. The Provider does not hold any crypto assets of the Customer.
4. The Provider is not liable for network fees, price fluctuations, forks, errors or attacks on blockchains, wallets, exchanges or third-party protocols, unless a case under § 11 (1) applies.
5. Checking and complying with regulatory requirements (e.g. MiCA, anti-money-laundering law, tax law) for the Customer’s project is the responsibility of the Customer.

§ 14 Special provisions for AI development, AI agents and automation

1. AI systems work on the basis of probabilities. Results may be incomplete, incorrect or unpredictable. The Customer is obliged to check results before using them for purposes of legal, financial or security relevance.
2. Automations and AI agents only act within the permissions granted by the Customer. The Customer determines which actions may be carried out without human approval and bears responsibility for these approvals.
3. If third-party AI models or services are integrated (e.g. providers of language models), their terms of use also apply. The Customer bears the resulting usage costs. The Provider is not liable for outages, changes or price changes of these services.
4. The Customer ensures that it may lawfully use the data to be processed. If personal data is processed on behalf of the Customer, the parties conclude a data processing agreement (Art. 28 GDPR).

§ 15 Special provisions for hosting, servers and Windows Server setup

1. For hosting services on the Provider’s servers, the Provider strives for high availability. A specific availability is only owed if expressly agreed. Excluded are announced maintenance windows and outages for which the Provider is not responsible (e.g. disruptions at data centres, network operators or attacks by third parties).
2. The Customer is solely responsible for the content published via its services. Illegal content and uses that endanger the security or stability of the systems (e.g. spam, malware, attacks) are prohibited. In the event of justified suspicion, the Provider may temporarily suspend the services concerned.
3. The Provider only owes data backups if expressly agreed. Irrespective of this, the Customer is obliged to keep its own backups of its data.
4. When setting up servers (in particular Windows servers), the Customer provides the required software licences (e.g. Windows Server and client access licences) or bears their costs. After handover, the Customer is responsible for secure operation, granting access and managing passwords, unless maintenance has been commissioned.
5. After the end of the contract, the Provider will make the Customer’s data available in a common format within 30 days upon request; thereafter the data may be deleted.

§ 16 Support and maintenance contracts (term and termination)

1. The content, scope and response times of support and maintenance services result from the selected package or quote. Response times are not resolution times.
2. Unless otherwise agreed, support, maintenance and hosting contracts have a minimum term of one month and are extended by a further month in each case unless terminated with 14 days’ notice to the end of the term. If a longer minimum term has been agreed, it is a maximum of 12 months; thereafter the contract can be terminated at any time with one month’s notice.
3. Termination must be in text form (e.g. e-mail). The right to extraordinary termination for good cause remains unaffected.
4. Services outside the agreed package are charged according to effort.

§ 17 Confidentiality and data protection

1. Both parties treat all confidential information received in the course of the cooperation (e.g. access data, business data, strategies) confidentially. This obligation continues beyond the end of the contract.
2. The Provider processes the Customer’s personal data in accordance with its privacy policy. Insofar as the Provider processes personal data on behalf of the Customer, a data processing agreement will be concluded.

§ 18 References

1. The Provider may name the Customer’s name or logo and an illustration of the work performed as a reference on its website and in its documents, unless the Customer objects in text form. Confidential content will not be disclosed.

§ 19 Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. For consumers, this choice of law only applies insofar as it does not deprive them of the protection afforded by mandatory provisions of the law of the state in which the consumer has their habitual residence.
2. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the Provider’s registered office (Spangenberg).
3. The language of the contract is German.
4. Should individual provisions of these T&Cs be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the statutory provision.

Annex A: Withdrawal policy for consumers

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day the contract is concluded.

To exercise your right of withdrawal, you must inform us (Codemoon Studio, Patrick Walter, Karl-Engelhardt-Straße 5, 34286 Spangenberg, Germany, e-mail: info@codemoonstudio.de) of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or an e-mail). You may use the attached model withdrawal form, but this is not mandatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse all payments received from you without undue delay and at the latest within fourteen days from the day on which we are informed of your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested that the services begin during the withdrawal period, you shall pay us an amount proportionate to what has been provided until you have communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract.

Expiry of the right of withdrawal

In the case of a contract for the provision of services, the right of withdrawal expires when we have fully performed the service and only began performance after you gave your express consent and at the same time confirmed your knowledge that you will lose your right of withdrawal upon complete fulfilment of the contract by us.

Annex B: Model withdrawal form

(If you want to withdraw from the contract, please complete and return this form.)

Last updated: October 2026