Terms and Conditions
1. Scope and Applicability
1.1 These Terms & Conditions ("Terms") apply to all contracts between Elan Social Studios LLC, a Florida limited liability company, 55 NE 5th Street, Miami, FL 33132, USA ("we", "us") and our clients ("Client") for web design, search engine optimization (SEO) and digital marketing services.
1.2 Our services are offered exclusively to businesses, i.e. natural or legal persons acting in the course of their trade, business or profession (in Germany: entrepreneurs within the meaning of Section 14 of the German Civil Code, BGB). We do not contract with consumers.
1.3 Any terms and conditions of the Client shall not apply, even if we do not expressly object to them, unless we have expressly agreed to them in writing.
1.4 Individual agreements in a proposal, statement of work or contract ("Individual Agreement") take precedence over these Terms. Where an Individual Agreement is silent, these Terms apply.
2. Conclusion of Contract
2.1 Information on our website does not constitute a binding offer. Clients may request a proposal via our contact form, by email or by other means.
2.2 A contract is concluded when both parties sign the Individual Agreement or when the Client accepts our proposal in writing. Acceptance by email is sufficient.
2.3 Our proposals are valid for 30 days unless stated otherwise.
3. Scope of Services
3.1 The scope, deliverables, timeline and fees of our services are defined in the Individual Agreement.
3.2 Changes or additions to the agreed scope ("Change Requests") must be agreed in writing, including by email. We may charge additional fees for Change Requests and adjust timelines accordingly.
3.3 We may engage subcontractors and freelancers to perform our services. We remain responsible to the Client for their work.
4. Client Cooperation
4.1 The Client shall provide all content, materials, information, logins and access rights required for our services in a timely manner and in a usable format, and shall give feedback within the agreed timeframes.
4.2 The Client warrants that it holds all necessary rights to the materials it provides (e.g. texts, images, logos, trademarks) and that their use does not infringe the rights of third parties or applicable law.
4.3 Delays caused by missing or late cooperation of the Client extend our deadlines accordingly. If the Client fails to provide required cooperation for more than 30 days despite a reminder, we may invoice the services rendered up to that point.
5. Revisions and Acceptance
5.1 Unless otherwise agreed, our fees for design and web projects include two (2) rounds of revisions. A revision round is one consolidated set of feedback from the Client. Additional revisions are charged on a time-and-material basis at the hourly rate set out in the Individual Agreement or as quoted separately.
5.2 Upon completion, we will provide the deliverables to the Client for review. The Client shall review them within 7 days and either accept them or report material defects in writing.
5.3 The deliverables are deemed accepted if the Client does not report material defects within this period, or if the Client puts the website or deliverables into live use. Minor defects do not entitle the Client to refuse acceptance; we will remedy them within a reasonable time.
6. SEO and Digital Marketing Services
6.1 We provide SEO and marketing services with professional care based on current best practices. However, search engine rankings, traffic, leads, conversions and advertising results depend on factors outside our control, in particular the algorithms and policies of third-party platforms (e.g. Google, Meta). We therefore do not guarantee any specific rankings, results or return on investment.
6.2 Advertising campaigns are run through advertising accounts owned by the Client. The advertising budget is paid by the Client directly to the respective platform and is not part of our fees.
6.3 The Client remains responsible for the content of its advertisements and its website being lawful. We are not liable for the rejection of ads, account restrictions or suspensions by third-party platforms, unless caused by our breach of contract.
7. Hosting, Domains and Third-Party Services
7.1 Hosting, domains, website builder subscriptions (e.g. Squarespace), plugins, fonts, stock images and other third-party services are contracted in the Client's name and at the Client's expense, unless otherwise agreed. The respective third-party terms apply.
7.2 We are not responsible for the availability, performance, price changes or data processing of third-party services, nor for any outages or changes made by their providers.
8. Fees and Payment
8.1 Fees, payment schedule (e.g. deposits or milestone payments) and currency are set out in the Individual Agreement.
8.2 Unless otherwise agreed, invoices are due within 14 days of the invoice date without deduction.
8.3 All fees are net amounts. Any applicable taxes (e.g. VAT or sales tax) are added where required by law. For business clients in the European Union, the reverse charge mechanism applies where applicable, and the Client is liable for VAT in its country.
8.4 If the Client is in default of payment, we may suspend our services until payment is received and charge interest on overdue amounts at the maximum rate permitted by applicable law. Further claims remain unaffected.
8.5 Bank fees, currency conversion fees and transfer costs incurred by the Client's payment are borne by the Client.
9. Term and Termination of Ongoing Services
9.1 Ongoing services such as SEO, social media or campaign management ("Retainer Services") run for the term agreed in the Individual Agreement.
9.2 Unless otherwise agreed, Retainer Services have a minimum term of three (3) months. After the minimum term, they continue on a monthly basis and may be terminated by either party with 30 days' written notice (email is sufficient).
9.3 Either party may terminate the contract for cause with immediate effect, in particular if the other party materially breaches its obligations and fails to cure the breach within 14 days of written notice. For us, cause includes the Client being in default of payment for more than 30 days.
9.4 Upon termination, the Client shall pay for all services rendered up to the termination date.
10. Intellectual Property and Usage Rights
10.1 All rights to our work results remain with us until full payment of all fees owed under the respective contract.
10.2 Upon full payment, the Client receives a non-exclusive, perpetual, worldwide right to use the final deliverables for its own business purposes, including the right to modify them. Broader rights (e.g. exclusive rights or resale) require an Individual Agreement.
10.3 Drafts, unused concepts, design alternatives, working files and source files remain our property and are not included, unless otherwise agreed.
10.4 Third-party components (e.g. fonts, stock images, templates, plugins) are subject to the licence terms of their respective providers. The Client is responsible for complying with these licences after handover.
10.5 We may show the work results in our portfolio, on our website, social media and in pitches, and name the Client as a reference, unless the Client objects in writing.
11. Confidentiality
11.1 Both parties shall keep confidential all non-public information received from the other party in connection with the contract, including access data, business data and pricing. This obligation continues for two years after the end of the contract.
11.2 This does not apply to information that is publicly known, was already known to the recipient, or must be disclosed by law or court order.
12. Data Protection
12.1 Where we process personal data on behalf of the Client in the course of our services (e.g. website data, analytics or advertising account data), the parties shall conclude a separate data processing agreement (DPA) in accordance with Art. 28 GDPR, including the EU Standard Contractual Clauses where required.
12.2 Information on how we process personal data of our own contacts can be found in our Privacy Policy.
13. Limitation of Liability
13.1 We are liable without limitation for damages caused by our intent or gross negligence, and for injury to life, body or health.
13.2 In all other cases, our liability is limited to foreseeable damages typical for this type of contract. We are not liable for indirect or consequential damages, in particular lost profits, lost revenue, loss of data or business interruption.
13.3 Our total aggregate liability under a contract is limited to the fees paid by the Client under that contract in the twelve (12) months preceding the event giving rise to the claim.
13.4 The Client is responsible for regularly backing up its data and website content.
14. Client Content and Legal Compliance
14.1 The Client is solely responsible for the legal compliance of its website, content, products and advertising, including legally required information such as a legal notice (Impressum), privacy policy, cookie consent and terms of its own. We do not provide legal advice. Any templates or suggestions we provide are no substitute for review by a lawyer.
14.2 The Client shall indemnify us against all third-party claims arising from content or materials provided by the Client or from the Client's breach of law, including reasonable costs of legal defence.
15. Governing Law and Jurisdiction
15.1 These Terms and all contracts with the Client are governed by the laws of the State of Florida, USA, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
15.2 The exclusive place of jurisdiction for all disputes is Miami-Dade County, Florida, USA. We are, however, also entitled to bring action against the Client at its registered place of business.
16. Final Provisions
16.1 Amendments and additions to a contract must be made in writing. Email is sufficient.
16.2 We may amend these Terms for future contracts. Existing contracts remain subject to the Terms in force at the time of conclusion, unless the Client agrees otherwise.
16.3 Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to its economic purpose.
16.4 These Terms are drafted in English. Translations are for convenience only; the English version prevails.
Last updated: October 6, 2026