Terms & Conditions

CONFLUO GROUP LIMITED
Georgiou Karaiskaki 11-13, Carisa Salonica, Office 102, 7560 Pervolia, Larnaca, Republic of Cyprus
Company No. HE 476746
As of: June 2026

§ 1 Scope and contracting party

(1) These General Terms and Conditions (the "Terms") apply to all current and future business relationships between CONFLUO GROUP LIMITED (the "Provider" or "CONFLUO"), registered in the Cyprus company register under number HE 476746, with its seat at Georgiou Karaiskaki 11-13, Carisa Salonica, Office 102, 7560 Pervolia, Larnaca, Republic of Cyprus, and its customers (the "Customer").

(2) CONFLUO concludes contracts exclusively with entrepreneurs acting within their commercial or self-employed professional activity. If the Customer acts for a third party, it also brings these Terms to that party's attention and accepts them on its behalf.

(3) CONFLUO provides services through the group and its brands, in particular AI software, autonomous AI agents, software licensing, integration and IT consulting (brand Cogitavo) as well as marketing strategy, content, performance marketing, SEO and brand building (brand Resonavo). The specific scope follows from the respective proposal and the signed order form. Where a brand maintains its own terms, those prevail for the brand's services.

(4) Deviating, conflicting or supplementary terms of the Customer do not become part of the contract unless CONFLUO expressly agrees to them in writing.

(5) Individual agreements made in a specific case always take precedence over these Terms. They require text form to be effective.

(6) The language of correspondence is German or English. Where correspondence takes place in other languages, CONFLUO assumes no liability for translation errors unless caused by intent or gross negligence.

§ 2 Formation of contract and ordering

(1) Proposals by CONFLUO are non-binding unless expressly marked as binding. A contract is formed only upon the Customer's order and CONFLUO's confirmation, or upon commencement of the service. Enquiries by email, phone or otherwise alone do not create a contractual relationship.

(2) Orders are placed by signing the relevant order form and sending it by email to [email protected] or to another email address designated by CONFLUO. A signed scan or photo of the order form sent by email is sufficient.

(3) CONFLUO reserves the right to decline orders without stating reasons.

(4) The Customer warrants that all information provided when placing the order is complete and truthful. Changes must be communicated to CONFLUO in writing without delay.

(5) The subject of the order is the agreed activity, not the achievement of a particular economic outcome. A guarantee of success or result exists only where expressly agreed in writing.

§ 3 Performance and subcontractors

(1) CONFLUO performs the agreed services with the care of a prudent business person and according to the recognised state of the art.

(2) CONFLUO is entitled to use qualified third parties (e.g. freelancers, development, creative, media and technology partners, hosting and cloud providers) to perform its contractual services. CONFLUO selects them carefully and ensures the necessary professional qualification.

(3) Where third-party services, models, platforms, interfaces or software are used, their usage and availability terms apply additionally. CONFLUO is not liable for outages, policy changes, account suspensions or the discontinuation of such third-party services beyond its control.

(4) CONFLUO may also serve other customers in comparable matters. The Customer has no claim to exclusivity unless agreed in writing.

(5) Dates are binding only if expressly agreed as binding. Delays not attributable to the Customer extend agreed deadlines reasonably.

§ 4 Customer's duties to cooperate and own responsibility

(1) The Customer provides CONFLUO with all documents, information, data, content and access required to carry out the order in good time, completely and in a usable form, and designates a responsible contact person.

(2) The Customer must inform CONFLUO in writing without delay of any changes relevant to the contractual relationship.

(3) The Customer warrants that it holds all necessary rights to the data, content, trademarks and materials it provides and that their use by CONFLUO within the order does not infringe third-party rights. The Customer indemnifies CONFLUO against third-party claims in this respect.

(4) Delays due to insufficient or late cooperation by the Customer are not at CONFLUO's expense. Additional costs arising as a result are borne by the Customer.

§ 5 Work results, AI and marketing outcomes

(1) Work results may depend on factors beyond CONFLUO's control. Outcomes of AI-based systems may be erroneous, incomplete or unsuitable; marketing outcomes (e.g. reach, rankings, leads, conversions) depend in particular on platforms, competition, market and budget. A particular accuracy or a particular outcome is assured only where expressly agreed in writing.

(2) The Customer adequately reviews and approves results, content and campaigns before productive or external use and assumes responsibility for the approved material, in particular under data protection, advertising, competition and trademark law.

(3) The Customer uses the services only in a permissible manner and observes the applicable rules, including, where relevant, Regulation (EU) 2024/1689 (AI Act).

§ 6 Lawful use and compliance

(1) The Customer warrants that it will use CONFLUO's services and results exclusively for lawful purposes. Prohibited in particular are unlawful, misleading or infringing content and any use in breach of applicable sanctions, export, advertising or competition rules.

(2) Where there is justified doubt about the lawfulness of the business activity or the purpose of use, CONFLUO is entitled to suspend performance until clarification and to terminate the contractual relationship for good cause. CONFLUO is not liable for disadvantages incurred by the Customer as a result.

§ 7 Remuneration and payment

(1) Remuneration follows from the respective proposal. All prices are in euros (EUR) net, plus any applicable statutory VAT.

(2) Invoices are due within 14 calendar days of the invoice date without deduction.

(3) In the event of default, CONFLUO is entitled to charge default interest of 8 percentage points above the relevant base rate of the European Central Bank. The assertion of further damage caused by default is reserved.

(4) If the Customer is in default of payment, CONFLUO will issue a written reminder and set a grace period of 7 calendar days. If the Customer still fails to pay, CONFLUO is entitled to suspend services. CONFLUO is not liable for disadvantages incurred by the Customer due to a justified suspension. Services resume only after full settlement of all outstanding claims.

(5) Recurring monthly services are billed annually in advance unless otherwise agreed in writing. Third-party budgets (e.g. media or model usage) are provided or billed separately and in advance.

(6) Usage-dependent third-party costs and additional expenses are invoiced separately where agreed.

(7) For services exceeding the agreed scope, CONFLUO reserves the right to charge a market-standard fee. Additional services are billed at the agreed hourly rate.

(8) CONFLUO is entitled to adjust the prices for ongoing services once a year. Price adjustments are communicated in writing at least 30 days before they take effect. In the event of a price increase, the Customer has a special right of termination: it may terminate the affected contract in writing within 14 days of receipt of the notice, effective as of the date the increase takes effect. If the Customer does not exercise this right, the new prices are deemed accepted.

(9) The Customer may only set off against undisputed or legally established counterclaims. A right of retention exists only insofar as the counterclaim is based on the same contractual relationship.

§ 8 One-off and ongoing services, term

(1) One-off services end upon full provision of the services agreed in the proposal.

(2) Contracts for ongoing services (e.g. operation, hosting, maintenance, support, ongoing management) have, unless otherwise agreed, a minimum term of twelve (12) months from the start of the contract. After expiry, the contract automatically renews for further twelve (12) months unless terminated in writing by either party with three (3) months' notice to the end of the respective term.

§ 9 Rights of use and intellectual property

(1) All rights to pre-existing components, frameworks, libraries, models, templates, tools and reusable know-how of CONFLUO remain with CONFLUO or its licensors.

(2) Unless otherwise agreed, upon full payment the Customer receives a simple, non-exclusive right – for the agreed period of use – to use the work results created specifically for it for its own business purposes.

(3) All documents, concepts, drafts, source code, templates and analysis results created by CONFLUO are protected by copyright or ancillary rights. Passing them to third parties or using them beyond the agreed purpose requires CONFLUO's prior written consent.

(4) CONFLUO may name the business relationship as a reference in anonymised form unless the Customer objects in writing.

§ 10 Project completion, handover and retention

(1) After the end of the contract and full settlement of all outstanding claims, CONFLUO makes the agreed work results and the Customer's provided data available in a common format. CONFLUO is entitled to retain its own copies within the scope of statutory obligations.

(2) After the end of the contractual relationship, CONFLUO is not obliged to notify the Customer of expiring deadlines or continuing obligations.

§ 11 Liability and limitation of liability

(1) CONFLUO is liable without limitation for intent and gross negligence and under mandatory statutory provisions. In the case of slight negligence, CONFLUO is liable only for breach of an essential contractual obligation (cardinal obligation), limited to the foreseeable damage typical for the contract.

(2) In cases of slight negligence, CONFLUO's liability is limited to the foreseeable damage typical for the contract and, per claim, to no more than the net remuneration agreed for the affected order; for continuing obligations, the net annual remuneration paid for the affected service in the year of the damaging event applies instead. The total liability for all claims within a contract year is limited to that annual remuneration. Any further liability for indirect damage, lost profit or loss of data is excluded in these cases; the Customer is responsible for adequate data backup itself.

(3) CONFLUO is liable only for information and assurances given in writing. No liability is assumed for statements made orally or via messenger services.

(4) CONFLUO is in particular not liable for damage caused by the Customer's incorrect or late input; consequences of results, content or campaigns approved by the Customer (§ 5(2)); outages or changes of third-party services (§ 3(3)); disadvantages from a justified suspension of services (§ 6, § 7(4)); damage from electronic transmission; and events of force majeure (§ 17).

(5) Claims for damages become time-barred within 24 months of knowledge of the damage, at the latest 3 years after the damaging act.

(6) The above limitations do not apply to damage arising from injury to life, body or health or in the event of fraudulent concealment of defects.

§ 12 Electronic communication and text form

(1) Communication generally takes place by email, messenger, phone or in person. CONFLUO uses transport encryption for email communication.

(2) The Customer acknowledges that the electronic transmission of information involves risks. CONFLUO is not liable for damage arising from unauthorised access or manipulation by third parties.

(3) Text form within the meaning of these Terms requires a handwritten signature or a qualified electronic signature. Sending a signed document as a scan by email satisfies the text form requirement. Messages without a signature do not satisfy the text form requirement unless expressly provided otherwise in these Terms.

§ 13 Confidentiality

(1) Both parties undertake to treat all confidential information obtained within the contractual relationship as strictly confidential and to use it only for the purpose of performing the contract.

(2) Exempt are disclosures required by law or official order, to carefully selected subcontractors under a comparable confidentiality obligation, with the other party's prior written consent, and for information that was demonstrably already publicly known.

(3) The confidentiality obligation applies indefinitely beyond the end of the contractual relationship.

§ 14 Data protection

(1) CONFLUO processes personal data for the purpose of performing the contract in compliance with Regulation (EU) 2016/679 (GDPR) and the Cyprus data protection law (Law 125(I)/2018). The controller is CONFLUO GROUP LIMITED (address as above); data protection requests: [email protected].

(2) Where CONFLUO processes personal data on behalf of the Customer, the parties conclude a separate data-processing agreement pursuant to Art. 28 GDPR. Details are set out in the privacy policy.

(3) Data subjects have the rights to access, rectification, erasure, restriction, data portability and objection, as well as the right to lodge a complaint with the competent supervisory authority (Commissioner for Personal Data Protection, Cyprus).

§ 15 Termination

(1) Terminations require text form to be effective. Termination by email (a scan of the signed termination letter) is sufficient. Oral terminations or terminations via messenger services are invalid.

(2) The right of both parties to extraordinary termination for good cause remains unaffected. Good cause for CONFLUO exists in particular where the Customer is in default of payment by more than 30 days despite a written reminder, has provided intentionally false information, breaches statutory provisions or requests CONFLUO to act unlawfully.

(3) On early termination by the Customer, there is no claim to repayment of payments already made for services rendered. If CONFLUO terminates without a breach by the Customer, prepaid remuneration for service periods not yet rendered is refunded pro rata.

§ 16 Right of withdrawal

As CONFLUO concludes contracts exclusively with entrepreneurs, there is no statutory right of withdrawal.

§ 17 Force majeure

(1) Neither party is liable for non-performance or delayed performance of contractual obligations to the extent caused by force majeure, including in particular natural disasters, epidemics, pandemics, war, terror, strikes, official orders, large-scale failures of internet or cloud infrastructure and cyberattacks beyond the reasonable control of the affected party.

(2) The affected party informs the other in writing without delay. For the duration of the event, the affected obligations are suspended. If the event lasts longer than 90 days, either party may terminate the contract in writing; services already rendered are remunerated pro rata.

§ 18 Dispute resolution

The parties undertake to first settle disputes amicably. If this fails within 30 days of written notice of the subject of the dispute, either party is free to pursue legal action.

§ 19 Final provisions

(1) The law of the Republic of Cyprus applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.

(2) The exclusive place of jurisdiction is Larnaca, Republic of Cyprus.

(3) Should individual provisions be or become invalid, this does not affect the validity of the remaining provisions. The invalid provision is replaced by the valid provision that comes closest to its economic purpose (severability clause).

(4) Amendments and supplements to these Terms require text form. This also applies to any waiver of this text form requirement.

(5) CONFLUO reserves the right to amend these Terms for the future. Amendments are communicated to the Customer in writing at least 30 days before they take effect. If the Customer does not object within 30 days of receipt, the amended Terms apply from the notified date; the notice expressly points out the objection period and the legal consequence of silence.

CONFLUO GROUP LIMITED · HE 476746 · Larnaca, Cyprus · [email protected]