General Terms and Conditions (GTC)
Silent Monkey Solution Andreas Roßmann Am Nußbaum 9, 10178 Berlin, Germany VAT ID: DE301685914 info@silentmonkey.io www.silentmonkey.io
Version 1.0 · Date: 14 April 2026 Applicable to all services on silentmonkey.io and silentmonkey.solution
Legal Notice: These GTC do not replace individual legal advice. For binding legal security — particularly for cross-border mandates (DE/ES) — we recommend review by a lawyer specialising in IT and media law.
§ 1 Scope and Contracting Parties
1.1 These General Terms and Conditions ("GTC") of Andreas Roßmann, operating as Silent Monkey Solution, Am Nußbaum 9, 10178 Berlin, Germany ("Service Provider"), apply to all service relationships with companies, organisations, institutions and individuals ("Client") commissioning digital consulting, web and digital services.
1.2 Services are primarily directed at business clients (B2B). Where consumers within the meaning of § 13 BGB / Art. 3 TRLGDCU (Spain) are exceptionally party to a contract, statutory consumer protection provisions shall take precedence.
1.3 Conflicting or deviating GTC of the Client shall not be recognised unless the Service Provider has expressly agreed to their validity in writing.
1.4 These GTC also apply to all future transactions between the parties without requiring a new agreement. They apply to all services provided via the domains silentmonkey.io and silentmonkey.solution.
§ 2 Service Description – The Four Pillars
The Service Provider delivers services across four defined areas:
Pillar I — CONSULTING · Strategy & Analysis
Strategic consulting, digital situation analyses (website audits, GEO-readiness checks, E-E-A-T assessments, performance and security analyses), concept development and project-accompanying advisory services. Services are rendered as service contracts; a specific work result is only owed if expressly agreed in writing.
Pillar II — SOLUTIONS · Bookable Modules
Pre-defined, bookable service modules including website analysis tools, dashboard systems, Scrum framework modules, content strategy packages and training formats. The scope of services is defined by the module description at the time of booking. Digital modules are excluded from the right of withdrawal once use has commenced.
Pillar III — CREATION · Web & Digital Implementation
Conception and creation of websites, landing pages, user interfaces and digital identities, primarily on Squarespace and Ghost CMS. Delivered via silentmonkey.solution. Services are based on a written and confirmed project scope (Scope of Work) and are rendered as a work contract; formal acceptance by the Client is required.
Pillar IV — AUDIT DASHBOARD · Digital Health Analysis
Structured analysis of a company's digital presence across defined categories: GEO-Readiness, E-E-A-T, Performance, Technical Foundation, Content Authenticity and Security. Results are delivered as a prioritised audit report with a health score. Audit services are rendered as service contracts. The report constitutes an analysis, not legal or tax advice. Implementation of recommendations is the Client's responsibility.
Clarification: Services under Pillars I, II and IV are rendered as service contracts (§ 611 BGB / Art. 1544 CC). Services under Pillar III may be classified as a work contract (§ 631 BGB). The exact classification will be specified in the individual contract.
§ 3 Contract Formation
3.1 Offers by the Service Provider are non-binding unless expressly marked as binding. Offers are valid for 30 days from the date of issue.
3.2 A contract is formed by: (a) written order confirmation by the Service Provider, (b) signing of a project contract by both parties, or (c) commencement of services following a written order by the Client.
3.3 For online bookings: the Client submits a binding offer by clicking the order button. An automatic confirmation email does not constitute acceptance. The contract is only formed upon a separate order confirmation or commencement of services.
§ 4 Client Obligations
4.1 The Client is obliged to provide the Service Provider in a timely and complete manner with all necessary information, access, materials and decisions.
4.2 Delays caused by the Client's failure to cooperate are not the responsibility of the Service Provider. Agreed deadlines shall be extended accordingly. Any additional effort caused by such delays will be invoiced separately.
4.3 The Client is responsible for ensuring that all provided content (texts, images, data, trademarks) is free of third-party rights. The Service Provider is not liable for legal infringements caused by Client-provided materials.
4.4 Acceptance protocols and feedback must be submitted within 14 days of delivery. If no response is received, the service shall be deemed accepted (§ 640 para. 2 BGB).
§ 5 Fees, Payment and Price Adjustment
5.1 The agreed fee is set out in the respective offer or project contract. All prices are exclusive of applicable statutory VAT (Germany: MwSt. / Spain: IVA). VAT ID: DE301685914.
5.2 Invoices are due within 14 days of the invoice date without deduction, unless otherwise agreed. In the event of late payment, interest of 9 percentage points above the base rate (§ 288 para. 2 BGB) will be charged.
5.3 For projects from EUR 1,000 net, a deposit of 40% is due before project commencement.
5.4 Retainer services are invoiced monthly in advance. Fees are adjusted annually on 1 January in line with the consumer price index (Germany: Statistisches Bundesamt / Spain: INE).
5.5 Undisputed counterclaims do not entitle the Client to set-off or retention.
§ 6 Liability and Limitation of Liability
6.1 General Principle
The Service Provider is fully liable only for intent and gross negligence, and for injury to life, body or health.
6.2 Limitation for Ordinary Negligence
In cases of ordinary negligence, liability is limited to breaches of essential contractual obligations (cardinal obligations). Such liability is capped at the foreseeable, typical contractual damage — at most the net value of the affected individual service or three months' fees for ongoing contracts.
6.3 Exclusions
The Service Provider is not liable for:
- loss of profit, unrealised savings or indirect damages
- damages caused by incomplete or incorrect Client cooperation
- damages caused by subsequent modifications by the Client
- damages caused by software updates, server failures, cyberattacks or events outside the Service Provider's control
- data loss where no adequate backup measures were in place
- third-party content (links, embedded services, external APIs)
- the legality of materials provided by the Client
6.4 Consulting & Audit Services (Pillars I and IV)
Strategic recommendations, analyses and audit reports are based on the state of knowledge at the time of service delivery. The Service Provider assumes no liability for business outcomes based on its recommendations. Decision-making responsibility remains with the Client.
6.5 AI-Assisted Services
Where AI-assisted tools are used in service delivery, the Service Provider is not liable for inaccuracies in their outputs, provided the results have been reviewed to the best of its knowledge. The use of AI tools will be disclosed upon request.
§ 7 Warranty and Defect Claims
7.1 For work-contract services (Pillar III), a warranty period of 12 months applies from the date of acceptance.
7.2 Defects must be reported in writing immediately upon discovery with a precise description. Failure to report in time extinguishes warranty rights.
7.3 The Service Provider has the right to two remedy attempts. Only after both fail does the Client have the right to price reduction or withdrawal.
7.4 For pure service contracts (Pillars I, II and IV), liability is governed by general breach of contract law.
§ 8 Right of Withdrawal
Notice for online shop orders: Before completing any paid online booking, a clearly visible order button labelled "Buy now – payment required" (EN) / "Zahlungspflichtig bestellen" (DE) / "Compra con obligación de pago" (ES) is displayed. By clicking this button you confirm that placing the order creates a payment obligation (§ 312j para. 3 BGB / Art. 97 TRLGDCU).
8.1 B2B — No Right of Withdrawal
Business clients (entrepreneurs within the meaning of § 14 BGB / Art. 4 TRLGDCU) have no statutory right of withdrawal.
8.2 B2C — Statutory Right of Withdrawal (where applicable)
Consumers have the right to withdraw from the contract within 14 days without giving reasons (§ 355 BGB / Art. 102 TRLGDCU). The period begins upon contract conclusion (services) or receipt of goods.
8.3 Exceptions to the Right of Withdrawal
The right of withdrawal does not apply to:
- services fully performed with the consumer's prior express consent before expiry of the withdrawal period
- digital content and modules (Pillar II) once delivery has commenced with the consumer's express consent and acknowledgement that the right of withdrawal is thereby lost (§ 356 para. 5 BGB / Art. 103 m) TRLGDCU)
- individually customised services created to the Client's specifications
8.4 Withdrawal Contact
Withdrawals may be submitted by email to info@silentmonkey.io. A model withdrawal form pursuant to Annex 2 EGBGB will be provided upon contract conclusion.
§ 9 Copyright and Usage Rights
9.1 All works created by the Service Provider (code, concepts, texts, tools, audit reports) remain the intellectual property of the Service Provider until full payment is received.
9.2 Upon full payment, the Service Provider grants the Client a simple, non-exclusive, temporally unlimited right of use for the contractually agreed purpose. Resale or sub-licensing requires written consent.
9.3 The Service Provider is entitled to reference completed work for portfolio purposes unless the Client expressly objects.
9.4 Open-source components are subject to their respective licences (e.g. MIT, GPL) and will be disclosed upon request.
§ 10 Data Protection (GDPR / RGPD)
10.1 The Service Provider processes personal data exclusively for the purpose of contract fulfilment in accordance with applicable data protection law (GDPR / Regulation EU 2016/679, BDSG, LOPDGDD Ley Orgánica 3/2018).
10.2 Where the Service Provider gains access to personal data of the Client or the Client's customers, a data processing agreement (DPA, Art. 28 GDPR) must be concluded.
10.3 Both parties undertake to implement appropriate technical and organisational measures (TOMs) to protect personal data.
10.4 Current regulatory developments (for information):
- EU Digital Omnibus / GDPR Reform (Nov. 2025): SME relief measures, new cookie/tracking rules — still in legislative process
- EU Data Act: Partially applicable since 12 Sept. 2025; fully applicable from 12 Sept. 2026
- EU AI Act: In force since Aug. 2024; phased application until Aug. 2026
- NIS-2 (Germany: BSIG): In force since 2024 — enhanced cybersecurity requirements
- Ley 10/2025 (Spain): In force since 27 Dec. 2025 — new customer service standards
§ 11 Confidentiality
11.1 Both parties shall treat all confidential information obtained during the collaboration as strictly confidential. This obligation applies indefinitely beyond the end of the contractual relationship.
11.2 Excluded is information that is publicly known, was already known to the receiving party, or must be disclosed by law.
11.3 The Service Provider is entitled to engage qualified subcontractors and freelancers who are contractually bound to confidentiality.
§ 12 Term and Termination
12.1 Project contracts end upon full service delivery and acceptance.
12.2 Retainer contracts have a minimum term of 3 months and renew automatically on a monthly basis unless terminated in writing with 4 weeks' notice to the end of a month.
12.3 The right to extraordinary termination for cause remains unaffected. Good cause includes, in particular, the Client being in default of payment despite a reminder, or persistently failing to fulfil cooperation obligations.
12.4 Upon termination, services already rendered shall be compensated based on time and effort.
§ 13 Governing Law, Jurisdiction and Language
13.1 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For contracts with Spanish clients, Spanish law may be agreed alternatively.
13.2 The exclusive place of jurisdiction for all disputes is Berlin, provided the Client is a merchant, a legal entity under public law or a special fund under public law.
13.3 The contract language is German. Where concluded in English, the English text applies; in case of conflict, the German version prevails.
13.4 Online dispute resolution (mandatory notice pursuant to § 36 VSBG / Art. 14 ODR Regulation): The European Commission provides an online dispute resolution platform at https://ec.europa.eu/consumers/odr — The Service Provider is neither obliged nor willing to participate in consumer dispute resolution proceedings.
§ 14 Final Provisions
14.1 Amendments and additions to these GTC require written form.
14.2 Should any individual provision be or become invalid, the validity of the remaining provisions shall not be affected (§ 306 BGB).
14.3 The Service Provider reserves the right to update these GTC with 30 days' prior notice. The version valid at the time of contract conclusion shall be decisive.
Silent Monkey Solution · Andreas Roßmann · Am Nußbaum 9, 10178 Berlin, Germany · DE301685914 · info@silentmonkey.io · Version 1.0 · 14 April 2026