Terms and Conditions

of CKP 300 GROUP LIMITED

Last updated: 30 September 2026

CKP 300 GROUP LIMITED
3 Mesologkiou
CY-6045 Larnaca
Republic of Cyprus

Company Registration Number: HE 499082
Email:
Website: www.wisecode.media

CKP 300 GROUP LIMITED operates under the business and brand name WISECODE MEDIA.

1. Scope, Application and Conclusion of Contract

1.1

CKP 300 GROUP LIMITED, operating under the brand WISECODE MEDIA (hereinafter referred to as the “Agency”), provides its services exclusively on the basis of these Terms and Conditions.

These Terms and Conditions apply to all contractual and business relationships between the Agency and its clients unless expressly agreed otherwise in writing.

1.2

These Terms and Conditions are intended exclusively for business-to-business relationships.

The Client confirms that it enters into the relevant agreement in the course of its commercial, professional or business activities and not as a consumer.

Consumer contracts require a separate express agreement with the Agency.

1.3

The version of these Terms and Conditions applicable at the time the respective contract is concluded shall apply.

Individual agreements, quotations, statements of work, order confirmations or other written agreements between the Agency and the Client shall take precedence over these Terms and Conditions where they expressly deviate from them.

1.4

Terms and conditions of the Client shall not apply unless the Agency has expressly accepted them in writing.

The performance of services, acceptance of payments or failure to expressly object to the Client’s terms and conditions shall not constitute acceptance of such terms.

1.5

The Agency may amend these Terms and Conditions where reasonably necessary due to changes in law, technology, services, operational requirements or business processes.

For ongoing services, the Client shall be informed of material amendments within a reasonable period before they take effect.

Where an amendment materially disadvantages the Client in relation to an ongoing recurring service, the Client may terminate the affected service before the amendment takes effect unless the amendment is required by applicable law.

1.6

If any provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, the remaining provisions shall remain unaffected to the extent permitted by law.

The parties shall endeavour to replace the affected provision with a valid provision that most closely reflects its commercial purpose.

1.7

Unless expressly stated otherwise, quotations, proposals and cost estimates issued by the Agency are non-binding and subject to availability.

1.8

A contract may be concluded through:

• written acceptance of a quotation;

• electronic acceptance;

• email confirmation;

• signature of an agreement;

• submission of an order;

• payment of an agreed deposit or advance payment; or

• commencement of work by the Agency at the Client’s request.

Electronic communications and electronic acceptance may be used for the conclusion and performance of contracts.

2. Social Media and Third-Party Platforms

2.1

Where the Agency provides services involving social media platforms, search engines, advertising networks, marketplaces, hosting providers, content platforms or other third-party services, the Client acknowledges that such services are subject to the respective provider’s terms, policies, technical requirements and decisions.

2.2

Third-party providers may at their discretion:

• reject advertising;

• remove or restrict content;

• suspend accounts;

• change algorithms;

• change technical requirements;

• limit organic or paid reach;

• modify advertising policies;

• change pricing;

• restrict particular industries or content;

• discontinue functions or services; or

• terminate accounts.

The Agency has no control over such decisions.

2.3

The Agency shall use reasonable professional efforts to comply with the applicable requirements of third-party platforms but cannot guarantee that any campaign, account, advertisement, content or other material will be accepted, continuously available or achieve a particular level of distribution.

2.4

The Agency shall not be responsible for interruptions, removals, account restrictions, algorithm changes or other actions taken by third-party providers unless directly caused by a breach of the Agency’s contractual obligations.

2.5

The Client is responsible for complying with any additional terms applicable to accounts, platforms or services registered in the Client’s name.

3. Protection of Concepts and Ideas

3.1

Where a prospective Client requests the Agency to prepare concepts, strategies, designs, presentations, campaigns, proposals, drafts or other creative work before the conclusion of a main project agreement, a separate pre-contractual relationship concerning such work shall arise.

These Terms and Conditions shall also apply to that relationship.

3.2

The prospective Client acknowledges that the preparation of concepts, proposals and presentations may involve substantial creative, strategic and financial effort by the Agency.

3.3

Copyrightable elements of concepts, presentations, designs, texts, graphics and other materials remain protected by applicable intellectual property law.

All rights remain with the Agency or the respective rights holder unless expressly transferred or licensed.

3.4

Ideas, strategies, concepts or elements that may not independently qualify for copyright protection shall nevertheless be subject to the contractual obligations set out in this section.

3.5

Unless expressly agreed otherwise, the prospective Client may evaluate concepts and proposals solely for the purpose of deciding whether to engage the Agency.

The Client may not commercially exploit, reproduce, implement, disclose to competitors, commission third parties to implement or otherwise use concepts, strategies, designs or other creative proposals provided by the Agency without the Agency’s prior written consent.

3.6

Where the Client claims that an idea or concept presented by the Agency was already independently developed by the Client before the Agency’s presentation, the Client should notify the Agency promptly and provide reasonable evidence of such prior development.

3.7

The Client may acquire the right to use a concept or proposal without commissioning the Agency to implement it where the parties agree on an appropriate buy-out or licence fee.

Any such licence or transfer becomes effective only upon full payment of the agreed fee.

VAT or other applicable taxes shall be added where legally required.

4. Scope of Services, Project Execution and Client Cooperation

4.1

The scope of services shall be determined by the relevant quotation, contract, order confirmation, statement of work, project description or other written agreement between the parties.

The Agency has creative and technical discretion within the agreed project scope unless specific requirements have been expressly agreed.

4.2

Changes or extensions requested after the contract has been concluded may constitute additional services and may be charged separately.

The Agency may provide a revised quotation, change order or estimate before performing significant additional work.

4.3

Drafts, designs, websites, texts, concepts, videos, photographs, graphics and other deliverables submitted for review must be checked by the Client without undue delay.

Unless a different review period has been agreed, the Client shall provide consolidated feedback within three business days after delivery.

Where the Client does not respond within that period, the relevant deliverable may be treated as approved for the purpose of continuing the project.

This does not constitute a waiver of rights relating to defects that could not reasonably have been identified during the review.

4.4

The Client shall provide all information, documents, access credentials, materials, approvals and decisions required for the performance of the project accurately and on time.

4.5

Project deadlines are automatically extended by any period during which the Agency is unable to perform its work because the Client has failed to provide necessary information, feedback, approvals, access or other cooperation.

4.6

Additional work resulting from incorrect, incomplete, delayed or subsequently changed information supplied by the Client may be charged separately.

4.7

The Client is responsible for ensuring that all materials supplied to the Agency, including photographs, videos, music, logos, trademarks, texts, data and other content, may lawfully be used for the intended purpose.

4.8

The Client warrants that it holds all necessary copyrights, licences, personality rights, image rights, trademark rights and other permissions relating to materials supplied by the Client.

4.9

Where a third party asserts a claim against the Agency as a result of materials or instructions supplied by the Client, the Client shall indemnify the Agency against reasonable losses, liabilities and legal costs resulting from such claim to the extent caused by the Client’s breach of this section.

The Agency shall reasonably cooperate in the defence of such claims.

5. Contract Duration and Renewal

5.1 Contract Term

The duration of a service shall be determined by the relevant quotation, order confirmation or contract.

Where no specific term has been agreed for a recurring service, the initial contractual period shall be twelve months.

5.2 Automatic Renewal

Recurring services shall automatically renew for a further period corresponding to the original contractual period unless terminated in accordance with these Terms and Conditions or the relevant individual agreement.

5.3 Ordinary Termination

Unless otherwise agreed, recurring services may be terminated by either party by providing notice no later than 30 days before the end of the current contractual period.

Termination does not entitle the Client to a refund for an already commenced contractual period unless otherwise expressly agreed.

5.4

The Client is responsible for arranging the timely migration or transfer of domains, websites, email accounts, hosting services, data or third-party services where a service relationship is terminated.

The Agency shall not be liable for interruptions resulting from the Client’s failure to arrange such migration in due time.

5.5 Price Changes upon Renewal

The Agency may adjust recurring service fees for a future renewal period.

The Client shall be informed of material price increases before the relevant renewal takes effect.

Unless otherwise agreed, the revised price applies from the beginning of the next renewal period.

5.6 Extraordinary Suspension or Termination

The Agency may suspend services or terminate the affected agreement for material cause, including where the Client:

• fails to pay an overdue amount and does not remedy the default within 14 days after written or electronic notice;

• materially breaches the agreement and fails to remedy the breach within a reasonable period;

• uses the services for unlawful, fraudulent or infringing purposes;

• provides content that violates applicable law or third-party rights;

• repeatedly violates applicable third-party platform rules in a manner affecting the Agency;

• becomes insolvent, enters liquidation or is otherwise unable to meet its payment obligations, subject to applicable insolvency law; or

• engages in conduct that makes continuation of the contractual relationship objectively unreasonable.

5.7

Where services are suspended or terminated for reasons attributable to the Client, amounts already due remain payable.

The Agency may also claim any additional amounts or damages to which it is legally entitled.

6. Third-Party Services and Subcontractors

6.1

The Agency may perform services itself or engage suitable employees, freelancers, subcontractors, specialist service providers or other third parties.

6.2

The Agency may purchase third-party services either:

• in its own name;

• on behalf of the Client; or

• through an account operated by the Client.

6.3

Third-party costs, licence fees, media budgets, advertising expenditure, stock materials, plugins, software subscriptions, hosting, domains, printing, production and similar external costs may be charged separately unless expressly included in the agreed fee.

6.4

Where the Client has approved a third-party commitment extending beyond the Agency’s own contractual term, the Client remains responsible for the relevant third-party costs.

6.5

The Agency shall exercise reasonable care in selecting subcontractors and suppliers but shall not be responsible for independent third-party failures outside the Agency’s reasonable control.

7. Deadlines and Delivery Dates

7.1

Delivery dates and project schedules are approximate unless expressly designated as binding in writing.

7.2

A binding deadline requires:

• timely Client cooperation;

• timely approval of deliverables;

• timely provision of materials;

• timely payment of agreed advance or interim invoices; and

• no material change in project scope.

7.3 Force Majeure

The Agency shall not be liable for delay or failure caused by events beyond its reasonable control, including:

• natural disasters;

• fire;

• flood;

• war;

• civil unrest;

• epidemics or pandemics;

• strikes;

• governmental measures;

• interruption of telecommunications;

• power failures;

• cyberattacks;

• failure of hosting or cloud infrastructure;

• failure of third-party platforms;

• transport disruption; or

• other comparable events.

Performance obligations shall be suspended for the duration and to the extent of the relevant event.

7.4

Where a force majeure event continues for more than 60 days and substantially prevents performance, either party may terminate the materially affected portion of the contract.

7.5 Agency Delay

Where the Agency is responsible for a material delay, the Client shall first provide the Agency with a reasonable written cure period of at least 14 days before terminating the affected service, unless the circumstances make such cure objectively impossible or unreasonable.

8. Early Termination

8.1

The Agency may terminate a contract with immediate effect for material cause where continuation of the contractual relationship can no longer reasonably be expected.

Material cause includes, in particular:

a) the performance of the project becomes impossible or materially delayed due to circumstances attributable to the Client and the Client does not remedy the situation within 14 days after receiving notice;

b) the Client repeatedly or materially breaches its payment or cooperation obligations despite written notice;

c) the Client instructs the Agency to perform unlawful activities;

d) serious and objectively justified concerns arise regarding the Client’s ability to pay and the Client refuses a reasonable request for advance payment or appropriate security, subject to applicable law.

8.2

The Client may terminate a contract for material cause where the Agency materially breaches its contractual obligations and does not remedy the breach within a reasonable written cure period of at least 14 days.

A cure period is not required where the breach is incapable of remedy or where immediate termination is otherwise permitted by applicable law.

9. Fees and Expenses

9.1

Unless otherwise agreed, the Agency’s entitlement to payment arises as the relevant service is performed.

The Agency may request:

• advance payments;

• deposits;

• interim payments;

• milestone payments; or

• payment in full before commencement.

9.2

For projects with an annual or total value exceeding EUR 5,000, or projects extending over a longer period, the Agency may issue interim invoices or request reasonable advance payments.

9.3

All prices are stated net of VAT and other applicable taxes, unless expressly stated otherwise.

VAT shall be charged where required under applicable tax law.

9.4

Services not expressly included in the agreed scope may be invoiced separately.

Reasonable expenses and third-party costs incurred for the Client shall also be reimbursed unless expressly included in the agreed fee.

9.5 Cost Estimates

Cost estimates are non-binding unless expressly stated otherwise.

Where the Agency reasonably expects the agreed estimated cost to be exceeded by more than 15%, the Agency shall inform the Client before materially exceeding the estimate where reasonably practicable.

A cost increase of up to 15% resulting from reasonable project requirements may be invoiced without a separate change order unless otherwise agreed.

9.6 Client Cancellation

Where the Client cancels or abandons a commissioned project without cause attributable to the Agency, the Client shall pay:

• all services performed up to the effective date of cancellation;

• all non-cancellable third-party commitments;

• all reasonable expenses incurred; and

• any additional loss recoverable by the Agency under applicable law.

Where legally recoverable, this may include the remaining agreed fee less costs and expenses reasonably saved by the Agency as a result of the cancellation.

9.7

Cancellation does not automatically transfer any intellectual property rights in unfinished concepts, drafts or work products.

Any rights of use arise only as provided in Section 11.

10. Payment, Late Payment and Retention of Title

10.1

Unless different payment terms are stated on the relevant invoice or agreed in writing, invoices are due upon receipt without deduction.

10.2

Where the Client fails to pay an amount when due, the Agency may charge statutory late-payment interest applicable to commercial transactions under the laws of the Republic of Cyprus.

10.3

Where applicable, the Agency is additionally entitled to the statutory fixed compensation for recovery costs and to reasonable additional recovery costs, including reasonable legal or debt-collection expenses.

10.4

Where the Client is in payment default, the Agency may suspend further performance after providing appropriate notice.

The Client’s obligation to pay remains unaffected by such suspension.

10.5

The Agency may require outstanding amounts under other contracts with the same Client to be settled before performing additional services where legally permissible.

10.6

Where instalment payments have been agreed and the Client materially defaults on an instalment, the Agency may declare the remaining amount immediately due where permitted by law and after providing any notice required by the relevant agreement or applicable law.

10.7 Set-Off

The Client may set off claims against amounts owed to the Agency only where the counterclaim is undisputed, expressly acknowledged by the Agency or finally determined by a competent court.

10.8 Retention of Title

Any tangible goods supplied by the Agency remain the property of the Agency until all amounts relating to those goods have been paid in full, to the extent permitted by applicable law.

11. Intellectual Property and Rights of Use

11.1

Unless expressly agreed otherwise, all intellectual property rights in work created by the Agency remain with the Agency or the respective creator.

This includes, where applicable:

• concepts;

• strategies;

• designs;

• graphics;

• illustrations;

• photographs;

• videos;

• animations;

• texts;

• layouts;

• source materials;

• templates;

• software;

• website components;

• drafts;

• sketches;

• project files;

• working files; and

• other creative materials.

11.2

Upon full payment of all amounts due for the relevant work, the Client receives the rights of use expressly agreed for that work.

11.3

Unless otherwise specified in the quotation or contract, the Client receives a non-exclusive right to use the final approved deliverables for the agreed commercial purpose.

For digital and online deliverables, the territorial scope shall be worldwide unless the parties expressly agree otherwise.

11.4

Editable source files, raw project files, working files, unused drafts, internal templates, software development tools and production materials are not included unless expressly stated in the relevant quotation or contract.

11.5

Rights of use do not arise before full payment unless the Agency expressly authorises temporary use in writing.

Any such pre-payment permission may be withdrawn in the event of material payment default.

11.6

Any use beyond the agreed purpose, media, territory, duration or scope requires the Agency’s prior written approval and may be subject to additional remuneration.

11.7 Third-Party Materials

Fonts, stock images, software, plugins, music, footage, APIs, open-source software, templates or other third-party materials remain subject to the licence terms of their respective rights holders.

The Agency cannot transfer greater rights than it has lawfully obtained from the relevant third party.

11.8 Modifications

Material modification or further development of Agency-created work by the Client or third parties may require additional permission where protected intellectual property rights are affected.

11.9 Domains

Unless expressly agreed otherwise, domains registered by the Agency in the Agency’s own name as part of a managed website or hosting service remain under the Agency’s ownership and administrative control during the contractual relationship.

The Client receives the contractual right to use the domain for the agreed purpose for the duration of the relevant service.

11.10

Where the Client wishes to transfer a domain registered in the Agency’s name, the parties may agree on a transfer.

Any transfer may be subject to:

• payment of all outstanding invoices;

• registry and registrar rules;

• applicable third-party charges; and

• a reasonable administrative or transfer fee agreed with the Client.

Where a contract or quotation expressly states that a domain is to be registered in the Client’s name, that individual agreement shall prevail.

12. Attribution and References

12.1

Unless expressly agreed otherwise, the Agency may include a reasonable creator or agency credit on websites, publications or other work created by the Agency where customary and appropriate.

12.2

The Agency may identify the Client’s name, logo and the general nature of the completed project in the Agency’s portfolio, website, presentations and business references.

12.3

The Client may object to future portfolio use in writing where legitimate confidentiality or commercial interests require this.

Confidential information shall not be disclosed as part of a portfolio reference.

13. Acceptance, Defects and Remedies

13.1

The Client shall inspect delivered work promptly.

Obvious material defects should be reported in writing within eight business days after delivery.

Defects that could not reasonably have been detected during an initial inspection should be reported within eight business days after discovery.

13.2

A defect notice should contain sufficient information to enable the Agency to identify and investigate the alleged defect.

13.3

Where a deliverable materially fails to conform to the agreed specification and the Agency is responsible for the non-conformity, the Agency shall first be given a reasonable opportunity to correct or re-perform the affected service.

13.4

Where correction is impossible or repeatedly fails, the Client may exercise any further remedies available under the applicable contract and mandatory law.

13.5

The Agency does not warrant that marketing, advertising, design, SEO, social media, website or communication services will generate any particular:

• revenue;

• sales;

• customer numbers;

• traffic;

• search engine position;

• social media reach;

• engagement;

• conversion rate;

• media coverage; or

• other commercial result.

Any forecasts, projections or estimates are indicative only unless expressly guaranteed in writing.

13.6

The Client remains responsible for the final legal review of its business model, statements, advertising claims, promotions, products and Client-supplied content.

Unless expressly commissioned to provide a specific legal compliance service, the Agency does not provide legal advice.

14. Liability

14.1

The Agency shall be liable in accordance with applicable Cyprus law, subject to the limitations set out below and to the extent such limitations are legally permissible.

14.2

The Agency shall not be liable for indirect, incidental, special or consequential losses, including loss of profit, loss of anticipated savings, loss of business opportunities, loss of goodwill or loss resulting from business interruption, except where such liability cannot lawfully be excluded.

14.3

The Agency shall not be liable for losses caused by:

• inaccurate or incomplete information supplied by the Client;

• Client-approved content;

• Client-supplied materials;

• acts or omissions of third-party platforms;

• changes to third-party algorithms or policies;

• third-party hosting failures;

• domain registry or registrar failures;

• external cyberattacks not caused by a breach of the Agency’s obligations;

• third-party software failures; or

• circumstances outside the Agency’s reasonable control.

14.4

To the maximum extent permitted by law, the Agency’s aggregate contractual liability arising from a particular order or project shall not exceed the net fees paid or payable to the Agency for the specific order or project giving rise to the claim.

14.5

The limitations in this section do not apply to liability that cannot legally be excluded or limited, including liability arising from fraud or wilful misconduct.

14.6

Nothing in these Terms and Conditions shall operate to exclude or restrict a party’s right to bring a claim within the limitation period prescribed by applicable Cyprus law.

15. Data Protection

15.1

The Agency processes personal data in accordance with applicable data protection law, including Regulation (EU) 2016/679 (“GDPR”), applicable Cyprus data protection legislation and the Agency’s Privacy Policy.

15.2

The current Privacy Policy is available on the Agency’s website.

15.3

Where the Agency processes personal data on behalf of the Client as a processor within the meaning of Article 28 GDPR, the parties shall enter into a data processing agreement where legally required.

15.4

The Client is responsible for ensuring that any personal data transferred to the Agency has been collected and disclosed lawfully and that all necessary information, permissions and legal bases exist.

16. Confidentiality

16.1

Each party shall treat non-public commercial, technical, strategic and financial information received from the other party as confidential.

16.2

Confidential information may be used only for the purpose of performing or evaluating the relevant business relationship.

16.3

The confidentiality obligation does not apply to information that:

• is publicly available without breach of this agreement;

• was lawfully known to the receiving party before disclosure;

• was lawfully received from an independent third party;

• was independently developed without use of the confidential information; or

• must be disclosed pursuant to law, court order or request of a competent authority.

16.4

The Agency may disclose confidential information to employees, professional advisers and subcontractors who reasonably require the information for the project and who are subject to appropriate confidentiality obligations.

17. Applicable Law

17.1

These Terms and Conditions and all contracts between the Agency and the Client shall be governed by the laws of the Republic of Cyprus, excluding conflict-of-law rules to the extent legally permissible.

17.2

Where applicable, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded unless the parties expressly agree otherwise.

18. Place of Performance and Jurisdiction

18.1

Unless otherwise agreed, the place of performance shall be the registered office of:

CKP 300 GROUP LIMITED
3 Mesologkiou
CY-6045 Larnaca
Republic of Cyprus.

18.2

To the extent legally permissible, the courts of the Republic of Cyprus having jurisdiction over Larnaca shall have exclusive jurisdiction over disputes arising from or in connection with the contractual relationship.

18.3

Notwithstanding the above, the Agency may bring proceedings against the Client before another court having jurisdiction over the Client where permitted by applicable law.

19. Final Provisions

19.1

Notices relating to the contractual relationship may be sent electronically, including by email, unless a stricter form is required by law or expressly agreed.

19.2

The failure or delay of either party to exercise a contractual right shall not constitute a waiver of that right.

19.3

No transfer of the Client’s contractual rights or obligations to a third party may take place without the Agency’s prior written consent, except where such consent may not lawfully be withheld.

19.4

The individual quotation, order confirmation, statement of work or contract, together with these Terms and Conditions and any expressly incorporated documents, constitutes the contractual framework between the parties.

19.5

In the event of a conflict, the following order of precedence shall apply:

1. individually negotiated written agreement;

2. signed contract or statement of work;

3. accepted quotation or order confirmation;

4. these Terms and Conditions.

Contact

CKP 300 GROUP LIMITED
3 Mesologkiou
CY-6045 Larnaca
Republic of Cyprus

Company Registration Number: HE 499082

Email:

Website: www.wisecode.media

WISECODE MEDIA is operated by CKP 300 GROUP LIMITED.