General Terms and Conditions

As of June 2026

Informational translation. This is an unofficial English translation of our German Terms. Only the German version is legally binding.

§ 1 Scope

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Michailidou Digital Services I.E., Zakaria Paliashvili Street 41, 0179 Tbilisi, Georgia (hereinafter "provider" or "we") and its clients (hereinafter "customer" or "you") regarding the provision of performance marketing services, in particular the provision of the Performance-Agent in the Single-Channel, Cross-Channel, and Omnichannel plans.

(2) Deviating or supplementary terms of the customer shall not become part of the contract, unless we expressly agree to them in writing.

(3) The services are exclusively directed at entrepreneurs within the meaning of § 14 BGB (German Civil Code).

§ 2 Subject matter of the contract

(1) The provider makes available to the customer, within a subscription, access to an AI-based multi-agent pipeline ("Performance-Agent") that generates campaign concepts, mockups, visuals, video storyboards, and associated creative assets.

(2) The specific service depends on the plan chosen. Each plan is available as a monthly subscription as well as an annual subscription with a 17% discount (equivalent to "two months free"):

• Single-Channel — EUR 1,990 / month or EUR 19,900 / year (net B2B): at least 12 campaign concepts per quarter for the Meta (Facebook + Instagram) channel
• Cross-Channel — EUR 2,990 / month or EUR 29,900 / year (net B2B): at least 24 campaign concepts per quarter for the Meta + Google Ads channels
• Omnichannel — EUR 4,990 / month or EUR 49,900 / year (net B2B): at least 40 campaign concepts per quarter for the Meta + Google Ads + TikTok channels

(3) A subsequent extension by additional channels (e.g. YouTube, DOOH, LinkedIn) is possible within the framework of an individual agreement and is remunerated separately.

(4) The provider is entitled to further develop the technical implementation of the pipeline at any time, as long as the essential scope of services is preserved.

§ 3 Conclusion of contract

(1) The presentation of services on the website does not constitute a binding offer, but an invitation to submit an offer.

(2) The contract is concluded by express order confirmation by the provider in text form (email is sufficient) or by commencement of service provision after receipt of payment.

§ 4 Term and termination

(1) Monthly subscription. For monthly payment, the subscription runs monthly. The contract is automatically extended by a further month, unless it is terminated in text form with a notice period of 14 days to the end of the month.

(2) Annual subscription. For annual payment, the minimum term is twelve (12) months from the start of the contract. The contract is automatically extended by another twelve months, unless it is terminated in text form with a notice period of 30 days to the end of the respective term. Early termination of the minimum term is excluded except in the case of extraordinary termination (subsec. 3) and the 14-day guarantee (subsec. 4).

(3) The right to extraordinary termination for good cause remains unaffected for both payment methods.

(4) 14-day money-back guarantee for annual subscriptions. For the first conclusion of an annual subscription, the provider voluntarily grants the customer a 14-day money-back guarantee from the start of the contract. Within this period, the customer can terminate the contract by declaration in text form and receives the full annual fee back.

Condition for the guarantee: The guarantee expires when the first pipeline run starts. Decisive is the moment when the customer or a user authorized by the customer actively initiates a pipeline run in the customer dashboard, or the provider starts a run with the express order of the customer (technically documented as runs.started_at in the customer account). Already activated pipeline runs are deemed consumed services and are no longer refundable, even if the 14-day window is formally still running at the time of declaration. Mere account setup (login, brand setup, ad account linking, dashboard use without a run) does not affect the guarantee.

The guarantee is a contractual assurance by the provider and does not constitute a statutory right of withdrawal within the meaning of §§ 312g, 355 BGB (the contract is directed at entrepreneurs, cf. § 1 subsec. 3). The guarantee applies only to first conclusion; upon automatic extension of the annual subscription (subsec. 2), no new 14-day claim arises.

(5) Account credit after expiry of the 14-day guarantee. If the customer terminates an annual subscription extraordinarily or by mutual cancellation after expiry of the 14-day guarantee, no monetary refund of the annual fee not yet consumed is made. Instead, the provider credits the remaining amount as account credit, which can be redeemed within 24 months for future bookings (same or different plan). The account credit is not transferable to third parties and not cashable.

(6) Optionally, a 7-day pilot can be agreed. During the pilot, the contract can be terminated at any time without giving reasons.

§ 5 Remuneration and payment terms

(1) The remuneration results from the chosen plan. The displayed prices are net prices for business customers (B2B). Since the provider is based in Georgia (third country outside the EU), invoicing to customers based in the EU takes place without German VAT; the tax liability is transferred to the recipient of the service by way of the reverse-charge procedure (§ 13b UStG). Any VAT liability in the customer's country of residence remains unaffected.

(2) The remuneration is due in advance for payment: for monthly subscriptions monthly, for annual subscriptions once at the start of the twelve-month term. If no payment is made, service provision is suspended until receipt of payment.

(3) Payments are made by bank transfer, SEPA direct debit, or via the payment service providers offered in the customer portal (e.g. Stripe).

(4) In the case of default in payment, the provider is entitled to demand interest at the statutory rate.

§ 6 Customer's cooperation obligations

(1) The customer is obliged to provide the provider in a timely and complete manner with all information, brand assets, customer personas, channel accesses, and brand guidelines required for service provision.

(2) In particular, the customer grants the provider viewer access (read access) to the ad accounts belonging to the booked plan:

• Single-Channel: Meta Business Manager + GA4
• Cross-Channel: Meta Business Manager + Google Ads + GA4
• Omnichannel: Meta Business Manager + Google Ads + TikTok Business Manager + GA4

The customer grants access themselves; no transmission of access data (passwords) takes place.

(3) Delays based on missing or delayed cooperation of the customer are to be borne by the customer.

§ 7 Usage rights to the output

(1) The provider transfers to the customer a simple, temporally and territorially unlimited, irrevocable usage right to the concepts, mockups, visuals, and video storyboards created within the subscription (hereinafter "output") for advertising the customer's own brand.

(2) Transfer of the output to third parties or sub-licensing to third-party agencies is permitted insofar as the output is used for advertising the customer's brand.

(3) The provider reserves the right to use the output in anonymized form (without brand identifier) as a showcase within its own marketing activities, unless the customer has objected.

(4) Details on the use of AI-generated visuals and brand assets can be found in our copyright notice.

§ 8 Warranty

(1) The provider renders its services with the diligence of a prudent businessperson. Unless otherwise agreed, the provider does not owe any specific performance result (e.g. ROAS, CAC, conversion rates).

(2) Defects must be reported to the provider in text form without delay, at the latest within 14 days after delivery of the relevant output.

(3) In the case of justified notices of defects, the provider will remedy or redeliver the output free of charge (subsequent performance).

§ 9 Liability

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

(2) In the case of slightly negligent violation of essential contractual obligations ("cardinal obligations"), the liability of the provider is limited to the foreseeable, contractually typical damage. Cardinal obligations are those whose fulfillment makes the proper execution of the contract possible in the first place.

(3) Otherwise, the liability of the provider for slight negligence is excluded.

(4) Liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected.

§ 10 Confidentiality

(1) Both parties undertake to treat all confidential information of the other party received within the framework of the contract execution as confidential and to use it only for the fulfillment of this contract.

(2) This obligation continues to apply after termination of the contract for a period of three years.

§ 11 Data protection and order processing

(1) Insofar as the provider processes personal data on behalf of the customer within the framework of service provision, the parties conclude a separate data processing agreement (DPA) according to Art. 28 GDPR.

(2) General data protection notices can be found in our privacy policy.

§ 12 Final provisions

(1) German law applies to the exclusion of the UN Sales Convention.

(2) The exclusive place of jurisdiction for all disputes arising from this contract is Erlangen, Germany — insofar as the customer is an entrepreneur, legal entity under public law, or special fund under public law.

(3) Should individual provisions of these GTC be invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by the valid provision that comes closest to the economic purpose of the invalid provision.

(4) Amendments and supplements to this contract require text form. This also applies to the waiver of this text form requirement.

§ 13 In-app cancellation and account deletion

(1) Cancellation via the account area. The customer can cancel their subscription at any time via the "Account" area in the customer dashboard. The cancellation takes effect at the end of the billing period already paid for; until then access is retained in full and no further payment is due. The notice periods and minimum terms in § 4 remain unaffected.

(2) Prorated credit. For annual subscriptions, any credit for the unused period is governed by § 4 (5) (account credit).

(3) Cancellation is not deletion. Cancellation ends the subscription but leaves the data stored in the customer account (profile, settings, past results) untouched. The customer can reactivate their subscription at any time and access their data.

(4) Separate account and data deletion. Should the customer wish to have their account and all associated data permanently deleted (Art. 17 GDPR), a separate "Delete account & data" function is available in the account area. Triggering it ends the subscription immediately and schedules the deletion; the final deletion takes place after a period of 30 days, within which the customer can revoke the deletion by reactivating. Details of the deletion concept are set out in the Privacy Policy. Statutory retention obligations (in particular for invoices and payment records) remain unaffected.