Terms and Conditions

(1) These General Terms and Conditions (hereinafter "Terms") apply to all contracts, deliveries and other services between ThinkForm LLC, 75 E 3rd St, Ste 7, Sheridan, WY 82801, USA (registered with the Wyoming Secretary of State under registration number 2025-001753102, represented by Manager Oliver Kierepka; hereinafter "Provider") or its legal successors and its clients.

(2) The Provider's range of services is directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, or special funds under public law. The Provider does not enter into contracts with consumers (§ 13 BGB). By entering into a contract, the client confirms that they are acting as an entrepreneur.

(3) Conflicting terms or conditions of the client that deviate from these Terms shall not be recognized unless the Provider has expressly agreed to their validity in writing.

The subject matter of the contract shall be the services agreed upon in the respective individual contract, proposal or booking form. The Provider's scope of services includes, in particular:

• Consulting & Coaching: Strategy consulting, process consulting, creative and team coaching, workshops (online as well as on-site).
• Software Development, SaaS & Process Automation: Conception, development and operation of user experiences, software solutions, Software-as-a-Service platforms (SaaS), scripts, as well as the creation and implementation of automation workflows (e.g., n8n, API integrations).
• Design & Content Services: Creation of corporate design systems, brand sheets, digital document templates (e.g., PDF proposal and ERP templates), as well as visual media assets for commercial and operational purposes.
• Digital Products, Online Courses & Assets: Sale and provision of digital content (e.g., e-books, online courses, video trainings, templates, code snippets, guidelines).

(1) The presentation of services on the website, in presentations or in the online shop does not constitute a legally binding offer, but rather an invitation to submit an offer.

(2) A contract is concluded through:

• the written acceptance or acceptance via email of an individual proposal of the Provider by the client,
• the completion of a paid order or booking process in the Provider's online shop / CRM (e.g., Odoo, Directus, Cal.com),
• or through the mutual signing of a service or work contract.

(1) Services in the field of coaching and consulting are methodical and organizational assistance in a professional context.

(2) The Provider does not render any medical, psychotherapeutic, tax or legal advice. The client bears sole responsibility for the operational implementation and decisions made based on the consulting services.

(1) The client is obliged to actively, timely and free of charge support the Provider in rendering the contractually owed services.

(2) For projects involving software development, process automation, UX design, brand design or print materials, the duty to cooperate includes, in particular:

• the timely provision of all necessary content, final approved texts, data sheets, technical metrics, vector data (logos) and high-resolution image data in digitally processable form (e.g., .docx, .svg, high-resolution raster graphics),
• the provision of necessary access to third-party systems, API keys, servers or software environments via secure transmission channels (e.g., password vaults),
• the designation of a knowledgeable contact person authorized to make project decisions,
• the prompt execution of tests, reviews and approvals as part of intermediate results and correction loops.

(3) If the performance of the service is delayed due to missing, incomplete, delayed or non-processable cooperation by the client, agreed execution and completion deadlines shall automatically be extended by a reasonable period.

(4) Additional expenses resulting from the post-processing of defective or non-compliant data provided, from subsequent text changes after approval, or from incomplete contributions shall be invoiced to the client separately according to the Provider's agreed hourly rates after prior consultation.

If the client requests adjustments or expansions to the agreed scope of services during an ongoing project (UX, software, automation, design), these shall be billed separately according to the Provider's standard hourly rates, unless an alternative written agreement has been reached.

(1) Insofar as the agreed services legally constitute work performances (e.g., finished software components, custom automation workflows, PDF templates or final print layouts), the client is obliged to accept the performance as soon as it has been made operationally available or presented for final approval.

(2) Following provision, the client shall have a testing and inspection period of 10 business days. If no material defects are reported in writing or via email within this period, the performance shall be deemed accepted as defect-free (implied acceptance).

(3) Immaterial defects shall not entitle the client to refuse acceptance.

(1) Individual appointments (Coaching, Consulting, Sparring):

• Free cancellation or rescheduling is possible up to 24 hours prior to the agreed appointment.
• For cancellations made less than 24 hours prior to the appointment or in the event of a no-show, 100% of the fee shall be due.

(2) Workshops, seminars and multi-day projects:

• Following a binding booking, a compensation fee of 100% of the agreed remuneration shall apply in the event of cancellation by the client, unless a different right of withdrawal was granted in writing. In any case, travel or third-party costs incurred up to that point must be reimbursed by the client.

(1) The purchase of digital products is made as a one-time purchase via the Provider's corresponding digital distribution channels.

(2) Access to digital content (e.g., download links, file transfers) shall be provided after payment has been received.

(3) Since the client acts as an entrepreneur, any return or refund of digital content after provision is excluded.

(1) Copyright: All concepts, UX prototypes, source codes, scripts, n8n workflows, design systems, layouts, final print artwork, templates and documents created by the Provider remain the intellectual property of the Provider.

(2) Individual Work Performances (Layouts, Templates, Workflows): For document templates (e.g., PDF templates), print brochures, software solutions and automation workflows individually created for the client, the Provider grants the client, upon full payment of the agreed fee, a simple, non-exclusive, perpetual and geographically unrestricted right to use them for their own internal and commercial business purposes.

(3) Raw Files & Developer Assets: The release of open working files and source files (e.g., InDesign master files, developer scripts, uncompiled raw data) is not subject to the transfer of rights, unless expressly agreed upon in the proposal.

(4) Standard Assets & Digital Products: For finished e-books, standard templates or code snippets, the client receives a simple, non-transferable right for internal use. Passing on, reselling, publishing or reproducing to third parties is prohibited.

(5) Third-Party Software & Open-Source: Insofar as workflows or developments build upon open-source software (e.g., n8n, Directus) or third-party libraries, their respective licensing terms shall apply primarily.

(1) All prices stated are net amounts in EUR or USD. For cross-border B2B services to clients within the EU, invoicing is conducted by the Provider without listing German VAT; the reverse charge mechanism (§ 13b UStG accordingly in the destination country) applies.

(2) Unless otherwise agreed, the following payment model applies:

• 50% of the contract value upon conclusion of the contract / project start.
• 50% of the contract value upon completion or acceptance.
• For ongoing consulting retainers or time-and-materials billing, invoicing occurs on a monthly basis.

(3) Invoices are payable within 14 days from the invoice date without deduction.

(4) If the client defaults on payment, the Provider is entitled to claim statutory B2B default interest (§ 288 para. 2 BGB accordingly) and to temporarily suspend ongoing work or access until full payment is received.

(1) The Provider is liable without limitation for damages resulting from injury to life, body or health, as well as for damages based on intent or gross negligence.

(2) In cases of slight negligence, the Provider is liable only for the breach of an essential contractual obligation (cardinal obligation). In this case, liability is limited to the amount of foreseeable damage typical for the contract at the time of its conclusion.

(3) Specific Provisions for IT, Data & Third-Party Systems:

• For data loss, the Provider is liable only to the extent that the client has ensured, through regular and adequate data backups, that the data can be restored with reasonable effort.
• The Provider assumes no liability for outages, functional changes or restrictions of third-party interfaces (APIs) (e.g., OpenAI, WhatsApp, CRM providers, Google, Storak) upon which automated workflows rely.

(1) Both parties undertake to treat all business and trade secrets of the other party disclosed during the collaboration as confidential and not to disclose them to third parties.

(2) The processing of personal data is carried out strictly in accordance with the provisions of the General Data Protection Regulation (GDPR) and applicable data protection laws. If the Provider processes personal data on behalf of the client, a separate Data Processing Agreement (DPA / AVV) shall be concluded.

(1) Applicable Law: All legal relationships between the Provider and the client shall primarily be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), unless otherwise agreed in an individual contract.

(2) Jurisdiction & Place of Performance: The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be Cologne (Germany). However, the Provider remains explicitly entitled to bring legal action against the client at the client's general place of jurisdiction (e.g., at the client's registered office) at the Provider's discretion.

(3) Corporate Succession & Restructuring: Rights and obligations under this contractual relationship shall automatically transfer to any successor entity in the event of a change of corporate form, transfer of registered seat, or contribution of the Provider into a successor company (e.g., within the scope of corporate restructurings or holding formations).

(4) Contract Language: The language of the contract is German. In the event of interpretation issues or discrepancies between translations, the German version shall be authoritative.

(5) Severability Clause: Should any provision of these Terms be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall not be affected thereby. In place of the invalid provision, a valid provision shall be deemed agreed upon that comes closest to the economic purpose of the invalid provision.