Terms and Conditions (AGB)

General Terms and Conditions of Adbaker GmbH, Kalscheurener Str. 19a, 50354 Hürth, HRB 91056 (Amtsgericht Köln / Local Court of Cologne)

§ 1 Scope of application

(1) All services and offers of Adbaker GmbH are provided exclusively on the basis of the individual offers of Adbaker GmbH and these General Terms and Conditions. The Terms and Conditions form part of all contracts that Adbaker GmbH concludes with its contractual partners (hereinafter also referred to as the "Customer") regarding the deliveries or services it offers. They also apply to all future services or offers to the Customer, even if they are not separately agreed upon again.

(2) Terms and conditions of the Customer or of third parties do not apply, even if Adbaker GmbH does not separately object to their validity in individual cases. Even if Adbaker GmbH refers to correspondence that contains or refers to terms and conditions of the Customer or of a third party, this does not constitute consent to the validity of those terms and conditions.

(3) The services and offers of Adbaker GmbH are directed exclusively at entrepreneurs (Unternehmer) within the meaning of § 14 BGB (German Civil Code) and at merchants (Kaufleute) under the HGB (German Commercial Code).

§ 2 Services of Adbaker GmbH / Cooperation of the Customer

(1) Adbaker GmbH provides comprehensive services and consulting in the field of social media marketing. This includes in particular the conception, consulting, design, and execution of advertising measures, the specific content of which is agreed upon in individual orders. Adbaker GmbH also sells products in the field of performance marketing, in particular seminars, events, coachings, mentorings, and memberships. Unless expressly agreed otherwise in writing, Adbaker GmbH does not owe the Customer the production of a work / a specific result.

(2) The Customer must always perform the cooperation actions incumbent upon it in full and on time upon first request by Adbaker GmbH. If the Customer fails to perform a cooperation action and thereby prevents the provision of services by Adbaker GmbH, the remuneration claim of Adbaker GmbH remains unaffected.

(3) The Customer is aware that third-party providers such as Facebook and Google are entitled at any time to stop / discontinue advertising campaigns without stating reasons. Adbaker GmbH is not responsible for such actions. The remuneration claim of Adbaker GmbH remains unaffected in these cases.

(4) With regard to the services to be provided by Adbaker GmbH to the Customer, Adbaker GmbH has a right to determine performance (Leistungsbestimmungsrecht) pursuant to § 315 BGB with respect to their execution.

(5) Adbaker GmbH is entitled to have services owed to the Customer also provided by vicarious agents / subcontractors and third parties.

(6) Any advertising costs incurred for third-party providers are not included in Adbaker's remuneration and are to be borne separately by the Customer.

(7) If the contractual partner instructs Adbaker GmbH to temporarily pause any campaigns, or if a pausing of the campaign becomes necessary overall through no fault of Adbaker GmbH, this does not affect the remuneration claim of Adbaker GmbH.

(8) The Customer is solely responsible for the legal compliance of any advertisements, landing pages, etc. A prior review by the Customer's legal counsel is recommended.

(9) The Customer bears the necessary accommodation and travel costs of Adbaker GmbH that are connected with the fulfillment of the contract. This includes accommodation costs in hotel categories up to and including 5 stars, car journeys (€0.50 / kilometer driven), business class flight tickets, first-class train journeys, as well as other travel costs for the use of public transport, taxis, and parking fees.

§ 3 Conclusion of contracts

The conclusion of a contract between Adbaker GmbH and the Customer may take place by telephone, in writing, or in text form, and also by means of a commercial letter of confirmation (kaufmännisches Bestätigungsschreiben, KBS).

§ 4 Services requiring acceptance

(1) If, by way of exception, a service of Adbaker GmbH does not primarily fall under service contract law (Dienstvertragsrecht) but under contract-for-work law (Werkvertragsrecht), the following paragraphs 2–5 apply only with respect to those services.

(2) After completion of the respective partial service, Adbaker GmbH may in each case request acceptance of the partial service from the Customer, and after completion of all adjustment services, additionally an overall acceptance of all services.

(3) Adbaker GmbH may request the Customer to accept the partial or overall service, setting a deadline of one week. It is deemed accepted upon expiry of the deadline if the Customer has not declared to Adbaker GmbH in writing which defects still need to be remedied.

(4) Insofar as defects are identified during the functional test, Adbaker GmbH is entitled to continue working on them and to remedy them.

(5) The (partial) service of Adbaker GmbH to be accepted is also deemed accepted if the Customer, upon request by Adbaker GmbH, does not declare itself in writing regarding acceptance of the respective (partial) service within 7 working days.

§ 5 Payments, prices, conditions

(1) The prices stated and communicated by Adbaker GmbH are binding. The communicated prices are net prices plus statutory VAT.

(2) The remuneration owed by the Customer to Adbaker is, subject to any deviating individual agreement, due immediately, in full, and in advance. A (SEPA) direct debit authorization granted to Adbaker GmbH also applies to the further business relationship until revoked.

(3) If SEPA direct debit is agreed, the Customer must grant Adbaker GmbH a written SEPA direct debit mandate after conclusion of the contract. Adbaker GmbH will provide such a mandate upon request.

(4) Adbaker GmbH will issue the Customer a proper invoice showing VAT (if applicable, through vicarious agents).

(5) In the event that agreed direct debits cannot be collected from the Customer's account and a chargeback occurs, the Customer is obligated to transfer the amount owed to Adbaker GmbH within three working days after the chargeback and to bear the costs caused by the chargeback.

(6) Set-off against counterclaims is mutually permissible only if the respective other contractual partner has acknowledged the set-off or it has been established by final and binding judgment. The same applies to the exercise of a right of retention by a contracting party.

(7) The payment method (SEPA direct debit, payment upon invoice, etc.) and payment terms are governed by the provisions set out in the respective offer. For SEPA direct debits, the advance notice (pre-notification) period is shortened to five days.

§ 6 Termination, term

(1) The contract has the minimum term individually agreed between the parties. Early termination is excluded.

(2) Any free termination rights of the Customer are excluded.

(3) Terminations must be in written form to be effective.

(4) The right to extraordinary termination for good cause always remains unaffected.

§ 7 Default / extraordinary termination

(1) Deadlines for the provision of services by Adbaker GmbH do not commence before the invoice amount has been received by Adbaker GmbH and, as agreed, the data necessary for the services is fully available to Adbaker GmbH or the necessary cooperation actions have been completely performed.

(2) If the Customer is in default with due payments, Adbaker GmbH reserves the right not to perform further services until the outstanding amount has been settled.

(3) If, in the case of payment by installments, the Customer is in default with at least two due payments to Adbaker GmbH, Adbaker GmbH is entitled to terminate the contract extraordinarily and to discontinue the services. Adbaker GmbH will, where applicable, assert as damages the entire remuneration that becomes due up to the next ordinary termination date.

§ 8 Performance

(1) Adbaker GmbH will perform the agreed services in accordance with the offer with the required care. Adbaker GmbH is entitled to make unrestricted use of the assistance of third parties for this purpose.

(2) If Adbaker GmbH is prevented from providing the agreed services and the reasons for the prevention originate from the Customer's sphere, the remuneration claim of Adbaker GmbH remains unaffected.

§ 9 Conduct and consideration

(1) The Customer must ensure the customary conduct of an honest merchant towards us. We reserve the right to pursue under civil law any unlawful and/or improper or baseless statement about our company and our services, whether by customers, competitors, or other third parties, in particular untrue factual claims and defamatory criticism, and furthermore to file criminal charges without prior notice.

(2) When participating in our programs and events, the Customer is obligated to ensure the undisturbed progress of our programs and events and to follow our instructions immediately. In the event of repeated violation of an instruction once given, we are entitled to temporarily or permanently exclude the Customer from the respective participation. Our remuneration claim remains unaffected in these cases.

(3) Within so-called group calls, Adbaker GmbH exercises the virtual right of domicile (virtuelles Hausrecht). The Customer must follow our instructions. There is no entitlement to have specific questions answered or to a specific number of questions answered for the Customer. However, Adbaker GmbH will take the concerns of its customers into account as best as possible.

(4) During trainings and live calls of Adbaker GmbH, other coaching participants may disclose personal or business information. In this respect, complete confidentiality must always be maintained towards external parties and third parties. Dissemination of this information is prohibited.

(5) In the event of repeated culpable violations by the Customer, Adbaker GmbH is entitled to temporarily or permanently block the Customer's access and logins to all programs, content, and trainings at its reasonable discretion. The Customer's contractual obligations towards Adbaker GmbH remain unaffected in this case.

§ 10 Usage rights

(1) The Customer receives, exclusively for the duration of the contract term, a simple and non-transferable right of use with respect to the work and service results created and provided by Adbaker GmbH. Service and work results within the meaning of the underlying contract are all work or services or parts thereof that were created by Adbaker GmbH for the Customer (e.g. all information, documents, evaluations, videos, photos, know-how acquired in the course of fulfilling the order, advertisements, drawings, materials, specifications, program drafts, (electronic) files, data collections, individual software including associated documentation, manuals, and IT systems in the form of source code or in any other form).

(2) Paragraph 1 applies exclusively subject to the condition that the Customer has paid in full the remuneration due to Adbaker GmbH under the main contract.

(3) If payment by installments has been agreed, the right of use referred to in paragraph 1 passes to the Customer, subject to any deviating individual agreement, only upon full payment of the last installment to Adbaker GmbH.

(4) The transfer of the work and service results to third parties (including affiliated companies) is excluded. The same applies to adaptations pursuant to § 23 UrhG (German Copyright Act).

(5) The transfer of our program content to third parties is prohibited and will be prosecuted under civil and criminal law in the event of a violation. This applies in particular also to access to our member platforms. Subject to any deviating individual agreement, a right of use exists exclusively for our direct contractual partner.

§ 11 Right of withdrawal

A right of withdrawal for entrepreneurs within the meaning of § 14 BGB and merchants under the German Commercial Code (HGB) neither exists by law nor is one otherwise granted by Adbaker GmbH.

§ 12 Liability

(1) Adbaker GmbH is liable for damages — regardless of the legal ground — only in cases of intent and gross negligence. In cases of simple negligence, Adbaker GmbH is liable only a) for damages arising from injury to life, body, or health, b) for damages arising from the breach of an essential contractual obligation (an obligation whose fulfillment makes the proper execution of the contract possible in the first place and on whose observance the contractual partner regularly relies and may rely); in this case, however, liability is limited to compensation for the foreseeable, typically occurring damage.

(2) Within the limits of paragraph 1, Adbaker GmbH is not liable for loss of data and programs. Liability for data loss is limited in amount to the typical recovery effort that would have been incurred if backup copies had been made regularly and in a manner commensurate with the risk. Liability under the German Product Liability Act (Produkthaftungsgesetz) as well as liability arising from the assumption of a guarantee always remain unaffected.

(3) The Customer warrants that work materials provided to Adbaker GmbH (e.g. photos, texts, videos) are free of third-party rights or that the approvals required for the purposes of the main contract have been obtained. In this respect, the Customer indemnifies Adbaker GmbH against any claims by third parties.

§ 13 Final provisions

(1) Deviations from these Terms and Conditions are only effective if agreed in writing. Individual agreements made with the Customer in individual cases (including side agreements, supplements, and amendments) always take precedence over these Terms and Conditions. A written contract or the written confirmation of Adbaker GmbH is decisive for the content of such agreements.

(2) The entire contractual relationship between Adbaker GmbH and the Customer is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(3) The place of performance is the registered office of Adbaker GmbH. The exclusive commercial place of jurisdiction is the registered office of Adbaker GmbH.

(4) The Customer permits Adbaker GmbH so-called testimonial advertising. Adbaker GmbH is entitled, even after expiry of the contract term, to advertise with the Customer as a reference in an appropriate manner. Adbaker GmbH is accordingly entitled to use copyright, name, trademark, and other identification rights belonging to the Customer. Revocation of this permission is only permissible for good cause, but not merely upon termination of the contract.

(5) Should one or more provisions of the contract be or become invalid or unenforceable for factual or legal reasons, the validity of the remaining contractual provisions shall not be affected thereby. Adbaker GmbH and the Customer will replace the invalid or unenforceable provision with a valid provision that comes closest to the economic intent.