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AGB

§1 General, Scope

(1) All deliveries, services, and offers by Twist & Schirm Social Media GmbH, Leopoldstr. 31, 80802 Munich, Germany (hereinafter “T&S”) are made exclusively based on these General Terms and Conditions (hereinafter these “GTC”). These are an integral part of all contracts concluded by T&S with its contractual partners (hereinafter the “Client”) regarding the deliveries or services offered by T&S (T&S and the Client hereinafter each a “Contractual Partner” and collectively the “Contractual Partners”). These GTC apply only if the Client is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.

(2) These GTC also apply to all future deliveries, services, or offers provided to the Client under a term contract without requiring separate agreements in each case. Unless otherwise agreed, these GTC apply in the version communicated at the time the term contract was concluded.

(3) These GTC apply exclusively. Deviating, conflicting, or supplementary GTC of the Client or third parties only become part of the contract if T&S has expressly agreed to their validity in writing. The Client’s or third parties’ GTC shall not apply even if T&S does not expressly object to them or refer to the exclusive application of these GTC. The requirement for consent applies in all cases. In particular, a reference by T&S to a document containing the Client’s or a third party’s GTC or referring to them, as well as unconditional performance or delivery with knowledge of such GTC, does not constitute agreement to their validity.

(4) These GTC supplement individual offers or contracts. If individual agreements made with the Client (including side agreements, additions, and modifications) deviate from these GTC, they take precedence over these GTC in all cases. The remaining provisions of these GTC remain unaffected.

(5) If these GTC require written form, § 126 BGB generally applies. The requirement of form is met if the transmission of a copy of the relevant document is made via telecommunication, particularly by fax or as a PDF copy via email, provided that the copy of the signed declaration(s) is transmitted.

(6) Both parties agree that electronic signatures on all contracts and offers are legally binding.

(7) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are modified or expressly excluded in these GTC.


§2 Subject Matter of the Contract

(1) T&S is an online marketing agency that supports clients in all areas of digital marketing, social media marketing, and search engine marketing. The goal of the collaboration with the Client is to drive traffic to the Client’s websites and/or webshops and increase website visits (collectively “Traffic”).

(2) T&S provides the Client with a comprehensive range of services. The specific services owed are detailed in the individual offer agreed upon by the Contractual Partners. This offer also specifies the compensation, duration, and any additional terms of collaboration.

(3) The Client acknowledges that, given the nature of the services provided, a specific outcome cannot be guaranteed. In particular, the Client cannot demand that T&S achieve specific revenue figures, page views, redirects, or click numbers. The Contractual Partners agree that the services provided by T&S are of a service contract nature.


§3 Offer, Contract Conclusion

(1) The services displayed, advertised, and offered by T&S on its website or other marketing media or platforms do not constitute binding offers. This also applies if the Client receives product samples, catalogs, technical documentation, other product descriptions, documents, demo access, or examples of T&S services (e.g., shops, websites, newsletters, graphics, or texts) unless such transmission is part of an individual offer.

(2) Individual offers from T&S are valid for one month from the date the offer is received by the Client, unless otherwise specified in the offer. Orders or requests from the Client can be accepted by T&S within two weeks of receipt.

(3) Information provided by T&S regarding the subject matter of the delivery or service, as well as related representations, is approximate unless precise conformity is required for the intended contractual purpose. They do not constitute guaranteed characteristics but rather descriptions or identifications of the delivery or service. Customary deviations and deviations due to legal regulations or technical improvements, as well as the replacement of components with equivalent parts, are permitted provided they do not impair usability for the contractually intended purpose.

(4) The legal relationship between T&S and the Client is governed by the contract concluded in text form regarding the provision of a service by T&S, including these GTC. Text form via email is sufficient. The contract fully reflects all agreements between the Contractual Partners regarding the subject matter. Side agreements and amendments require at least text form (e.g., email) unless otherwise stipulated in these GTC. §1(4) of these GTC remains unaffected.


§4 Prices, Payment Terms, Due Date

(1) The agreed prices apply to the scope of services or deliveries specified in the signed contract, offer, or order confirmation from T&S. Additional services or modifications (including additional or special services) are charged separately.

(2) All price quotations are in euros and exclude statutory VAT and any packaging costs. Expenses incurred in the Client’s interest (e.g., registration and registry fees) are reimbursed separately. If billing is based on hourly rates, the estimated time required for service provision is based on estimates; the actual working time required is decisive.

(3) For term contracts, T&S invoices the Client in advance at the beginning of each month. For individual orders, modifications, and additional services, T&S generally invoices the Client before service delivery. T&S reserves the right to require partial or full prepayment or security, particularly for extensive projects, if the Client has previously defaulted on payments or if circumstances significantly reducing the Client’s creditworthiness become known after contract conclusion.

(4) The Contractual Partners typically agree on a fixed monthly fee for the contractual services and, where applicable, a one-time setup fee, as specified in the individual offer. The monthly fixed fee is payable in advance on the first day of each month. Otherwise, invoices from T&S are payable in full within seven (7) days from the invoice date. The date of receipt by T&S is decisive for the payment date. Payment by check is excluded.

(5) If agreed, the compensation increases by a variable performance-based component. This participation is based on the revenue generated by the Client’s online shop or other sales activities or leads acquired through T&S services. The relevant revenue/leads are determined based on all recorded revenue/leads in the advertising account/platform during the performance period. The success-based compensation for traffic increases is invoiced at the end of each period (typically one month) and is payable within seven (7) days of the invoice date.

(6) If the Client is in default of payment, T&S is entitled to suspend service provision until the outstanding amount is settled. The Client remains obligated to pay the agreed fees.

(7) If a SEPA direct debit payment is agreed upon, the Client ensures sufficient account funds. Costs incurred due to non-payment or chargebacks are borne by the Client. In both cases, the Client is automatically in default without further reminder. If a chargeback occurs, a contractual penalty of €5,000 is due immediately, and further claims for damages remain reserved.

(8) If the Client defaults on payment for two consecutive months or defaults on an amount equal to two months’ fees, T&S is entitled to terminate the contract without notice.

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