Terms and Conditions

1.1. The following provisions govern the contractual relationship between empfehlenswert GmbH (hereinafter referred to as the Contractor) and the Contracting Party (hereinafter referred to as the Client) regarding all services to be provided by the Contractor.

1.2. The Contractor's General Terms and Conditions apply exclusively. Conditions of the Client that contradict or deviate from these conditions are not recognized by the Contractor, except for regulations to which the Contractor has expressly agreed in writing. These conditions also apply if the Contractor unconditionally performs the service for the Client knowing of conditions that contradict or deviate from these conditions.

2.1. Offers from the Contractor are generally non-binding and without obligation.

2.2. The effectiveness of the contractual relationship requires an order from the Client and an order confirmation from the Contractor. The contract content results from the offer and the corresponding order confirmation. Subsequent contract changes or additions require written confirmation by the Contractor to be effective, whereby text form is sufficient to maintain the written form.

2.3. The Contractor provides consulting services for the Client in the field of digital marketing, especially in influencer marketing. In this context, he advises the Client on a project basis, creates customer-specific concepts, conducts workshops and audits, or supports the Client in designing and managing social media campaigns. Details about the type and scope of the contractually owed services are conclusively provided in the offer and the corresponding order confirmation.

2.4. With the release of concepts, campaign plans, or design drafts, these are considered as the basis for further services.

2.5. Deadlines and time limits of the Contractor are binding if this has been confirmed in writing.

2.6. The Contractor is entitled to have the service provided by third parties. In this case, the Contractor ensures that the contractual agreements are also adhered to by the third party, especially the confidentiality obligations under clause 11.1.

2.7. Unless otherwise agreed, the Contractor is free to work for other companies as well.

3.1. The Client is obliged to provide information such as briefings, access, data, documents, texts, photos, and other contributions necessary for the provision of the Contractor's services. If individual pieces of information are protected by copyright, design, or trademark laws, the Client must grant the Contractor the necessary usage rights.

3.2. If the Client is not authorized to use and/or transfer the provided information, the Client shall indemnify the Contractor upon first written request from all claims, costs, liabilities, losses, claims, damages, and expenses including legal defense costs arising from the violation or alleged violation of third-party rights.

3.3. The Contractor is not responsible for defective services resulting from delayed or unprovided provision of information by the Client. Additional costs incurred by such a breach of the duty to cooperate must be reimbursed to the Contractor.

4.1. The remuneration for the service is either based on effort or a fixed price. Alternatively, a success-based billing model can be agreed upon between the Contractor and the Client. The determination and details of the success-based billing model or the applicable remuneration rate are specified in the respective offer.

4.2. All prices are in Euro plus the applicable statutory value-added tax.

5.1. Unless otherwise stated in the offer or a separate written agreement, the total invoice amount is due for payment within 14 days from the invoice date. If the commissioned works are provided in separable periods, a corresponding partial remuneration is due after the provision.

5.2. If the parties have agreed on a monthly hour contingent for certain services, the hours used in the respective month are billed at the end of the month.

5.3. If the Client is in default of payment, the Contractor is entitled to charge the Client default interest at the rate of 8 percentage points above the base interest rate from the date of default.

5.4. If the parties have concluded a contract for the execution of a workshop, the Client can cancel the execution of the workshop free of charge, provided the cancellation is made at least 10 days before the start of the training. If the cancellation is not made within the aforementioned period, the Client must pay a cancellation fee amounting to half of the agreed remuneration. The Client is allowed to prove that the Contractor has suffered no or lower damage.

6.1. Services that go beyond the agreed scope of services are provided against separate remuneration based on time spent.

6.2. Unless expressly agreed otherwise, travel expenses of the Contractor are reimbursed by the Client upon presentation of invoices (Train: 2nd class; Flight: Economy class; Hotel: max.).

7.1. If the Contractor's service consists of the creation or transfer of copyrightable works, the Customer shall only be granted the rights of use to the works after full payment of the agreed remuneration. Unless otherwise agreed, the Contractor shall grant the Customer a simple, non-exclusive, non-transferable right to the work (e.g. a written concept or training material) for use in the agreed type of use, unlimited in time and space.

8.1. The customer's warranty rights shall be determined in accordance with the relevant statutory provisions.

9.1. Unless expressly agreed otherwise, the term of the contract is unlimited in time. In this case, each party is entitled to terminate the contract with a notice period of one month to the end of the month.

9.2. The right to extraordinary termination remains unaffected. The parties are entitled to extraordinary termination of the contract in particular

a) if an application is made to open insolvency proceedings against the assets of the other party,

b) the other party suspends its payments not only temporarily,

c) the other party ceases its business operations or that part of its business operations which relates to the contractual services.

d) or if an event similar to the aforementioned cases occurs at the registered office of the party concerned in accordance with the legal system applicable there.

9.3. Termination must be in writing.

10.1. The Contractor shall be liable without limitation for damages or reimbursement of futile expenses in the event of intent or gross negligence. The same applies to damages caused by negligence resulting from injury to life, body or health. The Contractor shall be liable for product liability damages in accordance with the provisions of the Product Liability Act.

10.2. In the event of a slightly negligent breach of a duty that is essential for achieving the purpose of the contract and thus forms the basis of the contract (cardinal duty), the Contractor's liability shall be limited in amount to the damage that is foreseeable and typical for the type of transaction in question at the time the contract is concluded.

10.3. Liability for loss of data shall be limited to the typical restoration costs that would have been incurred if backup copies had been made regularly and in accordance with the risks involved, unless one of the conditions set out in Section 10.1 applies.

10.4. Insofar as the Contractor's liability is excluded or limited, this shall also apply to employees, representatives or vicarious agents. The Contractor shall have no further liability.

11.1. The Contractor undertakes to keep all information that is not generally obvious and is marked as confidential from the Client's area that becomes known to it through the business relationship confidential and not to use it for its own purposes or the purposes of third parties.

11.2. Insofar as the Contractor has access to accounts, systems or databases of the Client (e.g. Google accounts), this is exclusively for purposes of the contractual performance obligations. Upon completion of the contractual relationship, the Client is responsible for revoking the Contractor's permissions to the accounts, systems or databases. Regardless of this, the Contractor undertakes to actively delete, upon termination of the contract, the access data made available to it by the Client.

12.1. If the Client is a merchant or a public corporation or institution under public law, Radolfzell on Lake Constance is agreed as the exclusive place of jurisdiction and place of performance.

12.2. The Client will only assign its rights under this contract to third parties with the Contractor's prior written consent; Section 354a of the German Commercial Code (HGB) remains unaffected.

12.3. The exercise of a right of retention by the Client that is not based on this contract is excluded.

12.4. The Contractor is entitled to name the Client as a reference in all media and to use its logos in this context.

12.5. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods and standards that refer to other legal systems.