1. Scope

These General Terms and Conditions (“T&Cs”) apply to all contracts between CPS Web Solutions FZCO (hereinafter referred to as “CPS”) and its clients hereinafter referred to as “Client”), for the provision of services in the fields of web design, e-commerce, email marketing, workshops, and digital consulting. Deviating terms and conditions of Clients shall not be recognized unless CPS expressly agrees to their validity in writing.

2. Subject of the Contract

The subject matter of the contract is the services and products described in the offer or project agreement. The type and scope of services and products depend on the respective project briefing, offer, and, if applicable, the service and product description. Changes or additions require a written agreement.

3. Conclusion of Contract

A contract is concluded as soon as Client confirms CPS’s offer in writing. By accepting the offer, the client acknowledges the Terms and Conditions of CPS Web Solutions FZCO in their current version, including the provisions on data processing (AV clause). Offers from CPS are non-binding and without obligation unless expressly stated as binding. Services will commence only after acceptance of the offer by the client.

4. Services & Client’s Obligations within Cooperation

CPS provides individual services with due care, and in accordance with best practices and knowledge. The client undertakes to provide CPS with all necessary information, access, and content required for optimal execution of services and product delievery in a timely manner. Any delay caused by Client’s failure to cooperate in good time will extend the agreed deadline to such time as is approved by CPS relative to the delay.

5. Usage Rights

• Until full payment has been received, all services (including soure code, design etc.) shall remain the property of CPS.
• Upon full payment, Client receives simple, non-transferable usage rights to the services and products provided by CPS within the scope of the contract. Any transfer, reproduction, or other use beyond the agreed purpose, requires CPS’s written consent. Raw data, such as open design files or source codes, are only provided upon explicit request and against separate remuneration.

6. Remuneration & Payment Terms

Remuneration is based on the price agreed in the offer. Unless otherwise agreed, the following payment terms apply:

• 60% of the contract sum is due immediately upon order placement.
• the remaining 40% is due upon project completion.

For larger projects with a net volume exceeding €10,000, a three-stage payment schedule may be agreed upon prior written agreement stipulating the following payment terms:

• 50% upon order placement;
• 25% after completion of the first significant project phase;
• 25% upon final completion.

Invoices must be paid within 7 days of receipt without deductions. In case of default, CPS is entitled to charge default interest of 5% per anum and to suspend agreed services until full payment has been received.

7. Changes to Services

Change requests made subsequent to the contract signing, or extensions of the originally agreed services by the Client require separate agreement and remuneration. CPS will inform Client about the expected additional effort and any effects on the schedule prior to implementation.
Implementation will only take place subsequent to Client’s written confirmation.

8. Warranty & Defects

CPS undertakes to perform the contractually agreed services in a timely and professional manner, and to deliver all products in accordance with all applicable industry standards, functional and defect-free. Acceptance of the services and products takes place upon execution and delivery and is documented respectively.
Obvious defects must be reported by the Client in writing within 7 calendar days after acceptance. Failure to report defects within this period shall be deemed as approval of the services and products.
In case of justified and timely defect notification, CPS will remedy the defective service or provide product replacement at its discretion. If the remedy fails, Client may demand an appropriate reduction of the remuneration. Withdrawal from the contract is only permitted if the service or product is substantially defective and subsequent remedy fails.
Further claims, especially claims for damages, are excluded unless CPS acts intentionally or with gross negligence.

9. Termination / Withdrawal

CPS is entitled to terminate the contract with immediate effect for cause. Termination requires written form (email is sufficient). Cause exists in particular if:

• Client violates essential contractual obligations despite written warning, and setting a grace period of 10 business days, or makes project implementation either impossible, or unreasonable, resulting from its own actions;
• Client substantially breaches cooperation obligations (e.g., failure to provide required input, despite deadline);
• Client is in default with payments despite aforementioned written reminder and grace period.

In such cases, CPS retains the claim to the full contractually agreed remuneration, less saved expenses.
Client may terminate the contract for cause, especially if CPS repeatedly violates essential contractual obligations, despite written warning and grace period of 10 business days. This withdrawal must also be declared in writing.
In this case, Client is obliged to pay for services rendered up to the date of withdrawal, plus any incurred costs, in full.
If Client terminates the contract without cause, the following applies:

a) Termination during an ongoing project:
Client is obliged to pay the contractually agreed remuneration in full. Partial services, already provided, must be paid in full. Additional expenses and lost profits are covered by the payment.

b) Termination before project start without cause:
Since CPS plans projects and blocks capacities accordingly, an appropriate remuneration for lost profits is due as follows:

• termination up to 7 days before project start: 100%;
• termination up to 14 days before project start: 75%;
• termination up to 30 days before project start: 50%.

Any external costs already incurred (e.g., licenses, domains, booked third-party services) must be reimbursed in full, in any and all cases.

10. Usage Rights for Training Materials and Courses

The training materials and courses provided by CPS are intended exclusively for the personal use of the client or the respective participants. Reproduction, distribution, public availability, or any other use by third parties is prohibited without explicit written consent of CPS.
Any commercial use, or transfer of content to third parties requires a separate license agreement.

11. Maintenance, Hosting and Premium Plugins

• If a maintenance agreement is concluded between CPS and the client, it may include, depending on the agreement, services such as regular updages, technical support, hosting, as well as the provision of premium plugins or agency licenses licensed by CPS.
• The use of these Premium-Plugins and Agency licenses is granted solely for the duration of the existing maintenance agreement. Upon termination of the maintenance agreement, the client’s right to continue using these licenses shall lapse. In this case, the client is required to obtain their own licenses if they wish to continue using the corresponding functions.
• If an Agency Admin is created on the client’s WordPress installation, the use of premium plugins and agency licenses is exclusively via this account. The client undertakes not to delete, block, or otherweise render the Agency Admin unusable.
• Without a separate maintenance agreement, the client is not entitled to hosting services or the use of premium plugins.

12. Liability

CPS is liable for damages, regardless of the legal basis, only if caused by intent or gross negligence. For slight negligence, CPS is liable only for breach of essential contractual obligations (cardinal obligations) and, in such cases, liability is limited to typically foreseeable damage.
CPS is neighter liable for indirect damages, especially lost profits, missed savings, or other consequential damages, nor for data loss, unless caused by intent or gross negligence.
The maximum liability is limited to the contract value of the respective project. Any further liability, regardless of legal grounds, is excluded.

13. Confidentiality

Both parties undertake to treat all information received within the scope of the cooperation confidentially – even beyond the term of the contract. Confidential information shall neither be disclosed to third parties nor used for purposes other than the those contractually agreed without prior written consent of the other party.
CPS is entitled to involve external service providers (e.g., freelancers), especially for specialized tasks such as translations or copywriting. These will be carefully selected and also obligated treat all related information confidential.

14. Force Majeure

CPS shall not be liable for delays or the non-performance of contractual obligations caused by events of force majeure. Force majeure shall include, in particular, natural disasters, war, terrorist attacks, governmental measueres, pandemics, lawful lockouts, power outages, failures of communication networks, disruptions at hosting providers, as well as other unforeseeable events beyond the control of CPS.
Any agreed delivery or performance deadlines shall be extended by the duration of the disruption. If the disruption continues for more than 60 days, both parties shall be entitled to terminate the contract for good cause. In such case, CPS shall be entitled to remuneration for services already rendered; no futher claims shall exist.

15. Reference Use

CPS is entitled to present the services provided to Client in a suitable manner for its own advertising and reference purposes. This includes the mention of Client’s name and/or logo, screenshots, and linking to the completed project (e.g., on the website, in presentations, social media channels, or lectures).
If Client objects to this reference use, seid objection can be made at any time in writing and will be promptly respected by CPS.

16. Imprint & Data Protection – No Legal Advice

If CPS Web Solutions provides or implements an imprint, privacy policy, or other legally relevant content as part of a project, this is done to the best of our knowledge and belief, and based on common standards and generators (e.g. E-Recht24.de). However, this does not constitute legal advice.
The client is solely responsible for reviewing the provided content for legal accuracy and completeness, either independently or through qualified legal counsel. CPS assumes no liability for any legal deficiencies, missing mandatory information, or resulting warnings, claims, or damages.

17. Final Provisions

• Should any provision of these T&Cs become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision that comes closest to the economic purpose ot the original provision.
• Any amendments or additions to these Terms and Conditions, including this written form clause, must be made in written form requirement. Written form may be fulfilled by text form, e. g.,  by e-mail or PDF.
• The law of the country in which CPS is registered applies (United Arab Emirates, Dubai Free Zone). The place of jurisdiction is Dubai, as far as legally permissible.