Terms of Service

Effective date: 2026-04-04

Welcome to Bespokely AI. By accessing or using our website, products, or services, you agree to be bound by the following Terms of Service. If you do not agree to these terms, please refrain from using our platform.

This document includes general Terms of Service (Part I) and, for B2B clients subject to German law, additional General Terms and Conditions / Allgemeine Geschäftsbedingungen (Part II). In the event of conflict between Part I and Part II, Part II prevails for B2B contracts under German law.

PART I: GENERAL TERMS OF SERVICE

1. Acceptance of Terms

1.1. By using our services, you confirm that you are at least 18 years old or have parental/guardian consent to use our platform.

1.2. These Terms of Service form a legally binding agreement between you and Bespokely Inc..

2. Services Provided

2.1. Bespokely AI provides digital tools, content, and services as described on our website.

2.2. All features are subject to availability and may be updated, modified, or discontinued at our discretion.

3. User Responsibilities

3.1. You agree to use our services for lawful purposes only.

3.2. You are responsible for ensuring that your use of our platform complies with all applicable laws and regulations.

3.3. Unauthorized use, such as reverse engineering, reselling, scraping, or tampering with our systems, is strictly prohibited.

4. Privacy and Data Use

4.1. Your privacy is important to us. By using Bespokely AI, you agree to our Privacy Policy.

4.2. Data collected from your usage may be used to improve our services and enhance your experience, subject to your consent choices.

4.3. Personally identifiable information will not be shared without your consent, except as required by law.

5. Intellectual Property

5.1. All content, designs, software, and materials provided by Bespokely AI are the intellectual property of Bespokely Inc..

5.2. You may not duplicate, copy, distribute, or exploit any part of our services without prior written consent.

6. Limitation of Liability

6.1. Our services are provided "as is" without warranties of any kind, express or implied.

6.2. To the maximum extent permitted by law, Bespokely Inc. shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from the use of our services.

6.3. Our total liability for any claim shall not exceed the amount you paid to us in the twelve (12) months preceding the claim.

7. Indemnification

You agree to indemnify and hold harmless Bespokely Inc., its officers, directors, employees, and agents from any claims, liabilities, damages, or expenses arising from your use of the services or your violation of these Terms.

8. Termination

8.1. We reserve the right to suspend or terminate your access to our services if you violate these Terms of Service.

8.2. Upon termination, your right to use the platform ceases immediately.

8.3. Provisions that by their nature should survive termination (including limitations of liability, indemnification, and intellectual property) shall remain in effect.

9. Changes to Terms

9.1. We may update these Terms of Service periodically. Any changes will be posted on this page with a new effective date.

9.2. Continued use of our services constitutes acceptance of the updated terms.

10. Governing Law

These terms are governed by and construed in accordance with the laws of the State of Delaware, United States. Any disputes arising from these terms shall be resolved in the courts of the State of Delaware, United States.

11. Contact Us

If you have questions or concerns about these Terms of Service, please contact us:

PART II: GENERAL TERMS AND CONDITIONS (AGB)

Bespokely Inc. · As of: March 2025

The following General Terms and Conditions apply to all B2B service contracts with Bespokely Inc.. They were originally drafted in German. In the event of any discrepancy between the German and English versions, the German original shall prevail.

PART A: GENERAL PROVISIONS

§ 1 Scope of Application

(1) These General Terms and Conditions (GTC) apply to all contracts between Bespokely Inc., 251 Little Falls Drive, Wilmington, DE 19808, United States (hereinafter "Bespokely AI") and its clients (hereinafter "Client").

(2) These GTC apply exclusively in commercial business transactions (B2B). A Client within the meaning of these GTC is exclusively a natural or legal person who, at the time of concluding the contract, is acting in the exercise of their commercial or independent professional activity (§ 14 BGB). Contracts with consumers (§ 13 BGB) are excluded.

(3) Deviating, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract unless Bespokely AI expressly agrees to their application in writing.

(4) These GTC also apply to all future transactions with the Client without requiring renewed notice.

§ 2 Formation of Contract

(1) Offers by Bespokely AI are non-binding and without obligation unless they are expressly marked as binding or a deadline for acceptance is specified.

(2) The contract is formed by:

a) the written order confirmation (OC) from Bespokely AI upon receipt of the Client's order or acceptance of the offer, or

b) the commencement of service delivery by Bespokely AI upon receipt of an order.

(3) The Client is bound by their order or acceptance of an offer for 14 days.

(4) Oral collateral agreements, warranties, and amendments require written form to be effective (email is sufficient). This also applies to waiving the written form requirement.

§ 3 Services by Bespokely AI

(1) The exact scope of services is set out in the respective offer and the associated order confirmation. Services not expressly agreed are not owed.

(2) Bespokely AI provides services primarily remotely/digitally. On-site appointments can be agreed separately and invoiced additionally.

(3) Bespokely AI is entitled to have services performed in whole or in part by qualified subcontractors without requiring the Client's consent. Bespokely AI remains responsible to the Client for the proper performance of the services.

(4) Bespokely AI reserves the right to independently determine the manner of technical implementation within the scope of the agreed objective.

(5) Performance and delivery deadlines are non-binding guidelines unless expressly agreed as binding. Binding dates require express written agreement.

(6) Schedule delays caused by the Client's late or incomplete cooperation are not attributable to Bespokely AI.

§ 4 Client Cooperation Obligations

(1) The Client is obligated to provide Bespokely AI with all information, materials, and access required for service delivery in a timely and complete manner (in particular: texts, images, brand assets, access credentials to existing systems, approvals).

(2) The Client must provide corrections, feedback, and approvals within the review windows specified in the order confirmation. The standard period is 5 working days unless otherwise agreed in the order confirmation. If the Client does not respond within this period, Bespokely AI may consider the service approved and proceed to the next phase.

(3) Each order confirmation generally includes one (1) round of corrections per phase. Additional revision rounds are commissioned separately at the hourly rate.

(4) Delays resulting from insufficient client cooperation extend agreed project timelines accordingly and entitle Bespokely AI to adjust the project schedule.

§ 5 Remuneration and Payment Terms

(1) The prices agreed in the respective order confirmation apply. All prices are net amounts in EUR, plus applicable statutory VAT.

(2) For B2B services to German companies, the reverse charge mechanism applies pursuant to § 13b UStG, provided the Client has a valid VAT identification number and has communicated it to Bespokely AI. The Client is responsible for verifying the correct VAT treatment.

(2a) The Client is obligated to provide Bespokely AI with their valid VAT identification number no later than at the time of signing the order confirmation. If no valid VAT number is available at the time of invoicing or if it has lapsed, Bespokely AI is entitled to invoice the statutory VAT retroactively.

(3) Due dates for partial payments (deposit / final payment) are set out in the order confirmation. Unless otherwise agreed:

• Deposit (50%): due 7 days after order placement
• Final payment (50%): due 14 days after acceptance / launch approval

(4) Monthly services (platform operation) are due monthly in advance on the 1st of each month.

(5) In the event of default, Bespokely AI is entitled to:

a) charge default interest at 8 percentage points above the applicable base rate per annum, and/or

b) suspend further service delivery until all outstanding amounts are paid in full.

(6) Invoices are sent by email as PDF.

(7) The Client's right to offset is excluded unless the counterclaim has been established by final judgment or acknowledged by Bespokely AI.

(8) Bespokely AI is entitled to adjust monthly platform fees once per calendar year. The Client is notified in writing by email at least 6 weeks before the adjustment takes effect. If the Client does not object within 4 weeks of receiving the notice, the new pricing is deemed accepted. In the event of a justified objection, the Client has a special right of termination effective as of the date the new prices take effect.

§ 6 Copyright and Usage Rights

(1) All work results created by Bespokely AI (designs, texts, code, concepts) are copyright-protected works of Bespokely AI. Bespokely AI holds the rights necessary to grant the usage rights set out in paragraph 2.

(2) Upon full payment of the agreed remuneration, Bespokely AI grants the Client a simple, non-exclusive, worldwide, perpetual licence to use the project results for the contractually agreed purpose. The licence includes the right to reproduce, make publicly available, and edit the results. The Client may transfer the licence to affiliated companies within the meaning of § 15 AktG and to successor companies.

(3) The Bespokely AI platform (software, infrastructure, admin portal) remains exclusively the intellectual property of Bespokely AI. The Client receives a simple usage right for the duration of active platform operation. This right expires upon termination of platform operation.

(4) Upon termination of platform operation, the Client receives a complete data export of all their content in a common, machine-readable format (e.g. JSON, CSV, HTML). The export period is 30 days after contract end. Bespokely AI deletes Client data within a further 30 days after delivery.

(5) Bespokely AI is entitled to reference the project in its own portfolio, provided the Client has expressly consented in writing.

(6) Background IP: Bespokely AI reserves all rights to frameworks, templates, components, libraries, tools, and other general know-how that Bespokely AI has developed or will develop independently of any client project ("Background IP"). The Client receives a usage right to Background IP only to the extent necessary for the intended use of the project results.

(7) Third-party components and open-source software: Project results may include third-party components. These are subject to their respective third-party licence terms, which Bespokely AI will communicate to the Client upon request.

(8) IP Warranty: Bespokely AI warrants that it holds the necessary rights. If a third party asserts justified claims regarding infringement of proprietary rights, Bespokely AI is entitled and obligated, at its own discretion, to (i) modify or replace the project results, or (ii) procure the necessary usage rights. This obligation does not apply where the IP infringement is based on the Client's specifications or materials.

§ 6a AI-Generated Content

(1) Bespokely AI may use AI-supported third-party tools (in particular large language models) to provide the agreed services. The AI providers used are listed in Annex 2 of the Data Processing Agreement.

(2) AI-generated content (in particular text drafts, structural suggestions; hereinafter "AI Drafts") is submitted to the Client for review and approval. The Client is obligated to check AI Drafts for factual accuracy, trademark and copyright compliance, and legal permissibility before publication. Bespokely AI assumes no liability for damages arising from the unreviewed publication of AI Drafts.

(3) The legal position on AI-generated content is governed by § 6 para. 2. To the extent AI outputs do not enjoy copyright protection under applicable law, they are available to the Client for free use upon full payment.

(4) Bespokely AI ensures that when using AI tools, no Client content or confidential information is used to train AI models, where the services used offer a corresponding opt-out option.

(5) In the event of material changes to the terms of use of AI third-party providers that affect the confidentiality of Client data or the ownership logic pursuant to para. 3, Bespokely AI will inform the Client. Both parties undertake to agree on an adapted solution by mutual consent. If agreement is not possible, both parties have a special right of termination.

(6) Bespokely AI processes Client data in the context of AI use exclusively within the purposes and instructions agreed in the Data Processing Agreement.

§ 7 Confidentiality

(1) Both parties undertake to treat all confidential information received in the course of the cooperation strictly confidential and not to disclose it to third parties.

(2) This obligation does not apply to information that:

a) was already publicly known at the time of disclosure,

b) was already known to the recipient before the contract was concluded,

c) was developed by the recipient independently and without using confidential information, or

d) must be disclosed due to statutory obligation or official order.

(3) The confidentiality obligation applies for the duration of the contractual relationship and for 3 years after its termination.

(4) Sub-contractors of Bespokely AI who have access to the Client's confidential information will be bound accordingly.

§ 8 Warranty and Defect Rights

(1) Bespokely AI provides its services with the diligence of a prudent businessperson and in accordance with the state of the art at the time of service delivery.

(2) The Client must report defects in writing without undue delay upon discovery, but no later than 90 days after acceptance / approval, with a comprehensible description. For defects that were not detectable during reasonable inspection within this period (hidden defects), the period begins upon their discovery.

(3) In the case of justified defect reports, Bespokely AI has the right to remedy the defect (correction or re-performance) within a reasonable period. If remedy fails twice, the Client may request a price reduction.

(4) No defect exists in the case of deviations based on incorrect or incomplete Client specifications, or in the case of damage caused by the Client's own changes in the portal.

§ 9 Liability

(1) Bespokely AI is liable without limitation for damages arising from injury to life, body, or health, and for damages based on wilful intent or gross negligence.

(2) In cases of slight negligence, Bespokely AI is only liable for breach of a material contractual obligation (cardinal obligation) and only up to the typically foreseeable damage, but not exceeding the net order value agreed in the respective order confirmation. For ongoing obligations, liability is limited to 12 times the monthly amount.

(2a) The above liability limitation does not apply where mandatory statutory provisions require greater liability, in particular the liability provisions of Art. 82 and 83 GDPR.

(3) Any liability for indirect damages, lost profits, data loss, and consequential damages is — to the extent permitted by law — excluded.

(4) Bespokely AI is not liable for:

a) errors or failures in third-party infrastructure (hosting providers, DNS providers, etc.)

b) search engine rankings or conversion results (not warranted characteristics)

c) damages arising from incorrect specifications or materials provided by the Client

d) damages caused by the Client's own changes in the portal

(5) The Client is obligated to minimise damages and to inform Bespokely AI without delay of imminent or actual damages.

PART B: WEBSITE CONSULTING & ONBOARDING (Project Services)

§ 10 Project Services

(1) Part B applies to one-off project services such as website consulting, conception, design, development, and onboarding ("Project Services"). The scope of services is set out in the respective Project Order Confirmation (POC).

(2) The project follows the phase plan defined in the POC. Each phase concludes with a review point. The feedback period agreed in the POC applies (standard: 5 working days).

(3) Services not included in the project scope (e.g. photography, video, custom illustrations, editorial work beyond AI drafts) are commissioned separately and invoiced at the agreed hourly rate.

§ 11 Acceptance

(1) Acceptance of the project service occurs through the Client's written approval (launch approval) or through productive use of the website.

(2) If the Client refuses acceptance, they must specify the defects in writing. Minor defects do not entitle the Client to refuse acceptance.

§ 12 Termination of Project Services

(1) One-off project services end upon contractual completion and acceptance.

(2) In the event of termination or discontinuation by the Client, all services rendered up to that point will be invoiced at the agreed hourly rate or proportionally to the flat fee.

(3) If Bespokely AI discontinues an ongoing project without good cause, Bespokely AI will refund the Client the proportional amount for services not yet rendered within 14 days.

PART C: PLATFORM OPERATION (Ongoing Obligation)

§ 13 Platform Availability and Service Levels

(1) Bespokely AI aims for platform availability (Admin Portal, CMS, website hosting) of 99% on a monthly average. Excluded from this are:

a) Announced maintenance windows (at least 24 hours advance notice by email, preferably 22:00–06:00 CET)

b) Outages at third-party providers (hosting infrastructure, DNS, etc.) over which Bespokely AI has no control

c) Outages due to force majeure

(2) Bespokely AI will inform the Client without delay of unplanned outages lasting more than 2 hours.

(3) For outages attributable to Bespokely AI that fall below the agreed availability, Bespokely AI will grant the Client a proportional credit of the monthly fee upon request.

§ 14 Portal Use by the Client

(1) Within the scope of active platform operation, the Client receives access to the Admin Portal / CMS. This access is personal and non-transferable. The Client may grant access to authorised employees but is responsible for their actions.

(2) Access credentials are to be kept confidential. Bespokely AI must be informed immediately if misuse is suspected.

(3) Damage to the website or platform caused by the Client's own changes in the portal will be remedied by Bespokely AI upon request at the agreed hourly rate.

(4) The Client ensures that all content published via the portal does not infringe third-party rights, does not violate applicable law, and does not contain harmful content. The Client indemnifies Bespokely AI from all third-party claims.

(4a) The Client grants Bespokely AI a non-exclusive, royalty-free licence to the Client content uploaded by them, to the extent necessary for the provision of services. The licence expires upon termination of the contract.

(5) Bespokely AI reserves the right to temporarily block portal access in the event of security incidents or violations of these terms. In the event of default, blocking occurs no earlier than after written notice with a 7-working-day grace period.

(6) The portal is available exclusively for managing the Client's own website content. Reverse engineering, scraping, and commercial subletting are prohibited.

§ 15 Term and Termination of Platform Operation

(1) Ongoing obligations (monthly platform operation) may be terminated ordinarily by either party with 30 days' notice to the end of the month.

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular where:

a) the Client is in default with two monthly payments,

b) the Client repeatedly violates the portal terms of use,

c) insolvency proceedings are opened over the assets of either party or rejected for lack of assets.

(3) After termination of platform operation, Bespokely AI provides the Client with a complete data export (§ 6 para. 4). Portal access is deactivated upon the effective date of termination.

PART D: FINAL PROVISIONS

§ 16 Data Protection

(1) To the extent that Bespokely AI processes personal data on behalf of the Client in the course of service delivery, the parties shall conclude a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.

(1a) To the extent that mandatory provisions of German law, in particular §§ 305–310 BGB (GTC law), are applicable to the contractual relationship, these take precedence over the provisions of these GTC.

(2) The DPA is part of the overall contract and must be signed before the commencement of service delivery.

(3) Bespokely AI processes contact-related Client data (name, email, address) exclusively for contract performance purposes pursuant to Art. 6(1)(b) GDPR.

(4) The Client, as data controller under the GDPR, is solely responsible for ensuring that the technologies used on their website comply with data protection requirements. Bespokely AI supports the Client in this regard within the agreed scope of services.

§ 17 Governing Law and Jurisdiction

(1) All legal relationships between Bespokely AI and the Client are governed by the laws of the State of Texas, USA, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law provisions.

(1a) To the extent that mandatory provisions of German law, in particular §§ 305–310 BGB (GTC law), are applicable to the contractual relationship, these take precedence over the provisions of these GTC. The parties agree that the choice of Texas law does not exclude the application of mandatory protective provisions in favour of the Client.

(2) Exclusive place of jurisdiction for all disputes is Austin, Travis County, Texas, USA, provided the Client is a merchant. Deviating jurisdiction clauses may be agreed in the respective order confirmation.

(3) Before initiating legal proceedings, the parties undertake to seek an amicable resolution through a structured mediation process (deadline: 30 days after written request).

(4) The right of either party to seek interim relief before any competent court remains unaffected.

§ 18 Final Clauses

(1) Should individual provisions of these GTC be wholly or partially invalid, the validity of the remaining provisions shall not be affected (severability clause). The parties undertake to replace the invalid provision with a valid one that comes closest to the intended economic purpose.

(2) Amendments and supplements to these GTC require written form.

(3) Bespokely AI is entitled to amend these GTC with 6 weeks' notice. The Client will be notified by email. If the Client does not object within 4 weeks, the amended GTC are deemed accepted.

(4) The current version of these GTC is available at: bespokely.io/terms-of-service#agb