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AGBs

AGBs

§ 1 Contractual Partner, Scope of Application

(1) The following General Terms and Conditions (“GTC”) apply to the creation and hosting of customer-specific onboarding online courses, AI solutions, and workflows, also in the form of an AI chatbot, as well as further employee training and the related services of the agency.

(2) The general terms and conditions of the agency apply exclusively. They apply to all offers, deliveries, and services of the agency. If the client had no opportunity to become aware of them at the time of conclusion of the contract, they nevertheless apply if the client knew or should have known the general terms and conditions from previous transactions. (3) Opposing terms and conditions of the client, which deviate from the agency’s general terms and conditions, are not applicable. If the agency carries out the delivery or service owed to it, knowing of such terms and conditions of the client, it thereby does not acknowledge those conditions of the client to which the present GTC do not contradict. (4) These GTC apply only to entrepreneurs within the meaning of § 14 BGB (German Civil Code) and not to consumers within the meaning of § 13 BGB. (5) Both parties agree that the electronic signature is legally binding on all contracts and offers.

§ 2 Subject of the Contract

(1) The agency will support the client in creating, hosting, and designing online onboarding courses, as well as further online courses for their employees, strategically plan, implement, and manage AI solutions, and design individual automation strategies with the goal of long-term improvement of the client’s operational performance, as well as to reduce the onboarding process and increase the performance and productivity of the employees. However, a specific success is not owed. The contractual relationship between the parties is also not to be qualified as employment. The services of the agency are detailed in the agency’s offer. Services not listed there do not become part of the contract. (2) During a project, the client may offer changes or extensions to the contractually agreed scope of services. If the agency does not accept such a change offer, the agreed services remain. If the agency performs additional services without an additional compensation agreement being made, § 4 para. 3 applies.

(3) Insofar as the client issues orders to the agency verbally, these are binding. The agency is entitled to demand that the client immediately confirms verbally issued orders in text form. An order is considered to have been placed insofar as the agency commences with a part of the order execution in the knowledge of the client without the client objecting. An order can also be accepted by the agency through the execution of the activity if clarity has already been established on all points of an order.

(4) The agency is at its discretion entitled to perform the service itself or to have it performed by knowledgeable third parties as subcontractors. The agency is entitled to change the internet infrastructure used and the service providers and agents commissioned with the execution at any time, as long as this does not result in disadvantages for the client. In principle, the client will be informed two weeks before a change and asked to express any concerns against the planned change.

(5) The agency can also provide the services using newer or different technologies, systems, procedures, or standards as part of technical progress, as long as this does not result in disadvantages for the client.

(6) The agency also offers digital products that arise from the core business of the agency.

(7) The agency creates the respective online onboarding courses against a creation fee, whereby the copyright is not transferred. The onboarding courses, AI chatbot, further training, and all other services provided by the agency, remain the property of the agency after the contract expires, unless otherwise agreed in written form.

§ 3 Offer, Information, Performance

(1) The presentation of the Agency’s offers on the website constitutes an invitation to the client to make an offer.

(2) The Agency shall provide the client with an offer detailing the services included and the associated prices.

(3) Contrary to § 312 g paragraph 1 nos. 1 to 3 BGB, the client does not have a right to access technical means for correcting their order, separate information about the technical steps leading to the conclusion of the contract, information on the storage of the contract text, the languages available for the conclusion of the contract, codes of conduct, and immediate confirmation of their order.

(4) The Agency commits to rendering the agreed services according to the technical standards. However, the achievement of a specific result cannot be guaranteed.

§ 4 Prices, Payment Conditions, Offset, Retention

(1) The remuneration payable by the client is derived from the offer and/or the contract with the Agency. This may be a lump-sum payment, a compensation based on effort (e.g., hourly or daily rates), or variable compensation dependent on performance. A lump sum only covers the services detailed in the offer.

(2) All prices towards entrepreneurs are net prices plus the applicable statutory value-added tax, unless otherwise agreed.

(3) The Agency is entitled to request a reasonable advance payment at the time of placing the order. The Agency may demand appropriate installment payments for parts of the project already delivered to the client and, to that extent, issue partial invoices according to project progress.

(4) The contractual remuneration applies only to the extent that contractual services are agreed upon. Additional services are to be compensated according to the contractual rates specified in the offer, or, if not specified, in accordance with the customary, reasonable compensation at the location. Accompanying services such as user introductions, documentations, trainings, support, or similar are not included as standard in the contract but become contract content only if explicitly agreed upon.

(5) Payment by the client is due immediately. The client is informed that they will enter into default at the latest 30 days after receipt of the invoice. If the client defaults on payment, they are obligated to pay default interest and the lump sum compensation regulated in § 288 BGB.

(6) The client may only offset if their counterclaims are legally established, undisputed, or recognized by the Agency, or if the right to offset is based on the client’s rights due to incomplete or defective performance from the same contractual relationship.

(7) The Agency is entitled to exercise a right of retention due to all claims arising from the business relationship with the client.

§ 5 Planning, Implementation, and Support

5.1 AI

(1) As commissioned against corresponding remuneration, the Agency will strategically plan, implement, and manage AI solutions for the client, and design individual automation strategies or provide overall support for these.

(2) The Agency will access the client’s accounts to the agreed extent to connect systems via APIs.

(3) The Agency will – as agreed – autonomously propose AI solutions and automations and implement and publish them after approval by the client. Approvals must always be provided in a timely manner (at least 48 hours) before the scheduled publication date. The parties can develop a framework for publications within which the Agency can create and publish content without prior individual coordination.

5.2 Onboarding Course Creation 

(1) As commissioned against corresponding remuneration, the Agency will strategically plan, implement, and possibly manage the creation of online onboarding courses for the client, and design individual course strategies or provide overall support for these. (2) The Agency will access the client’s accounts to the agreed extent to connect systems via APIs.

(3) The client commits to providing the Agency with all necessary and relevant data and documents for the onboarding course, unless agreed otherwise. 

(4) The Agency will – as agreed – autonomously propose modules and structure for the onboarding courses, AI solutions, and automations and implement and publish them after approval by the client. Approvals must always be provided in a timely manner (at least 48 hours) before the scheduled publication date. The parties can develop a framework for publications within which the Agency can create and publish content without prior individual coordination. 

(5) The Agency uses a third-party software for hosting the onboarding courses and therefore is not liable for problems caused by third parties, such as data loss, GDPR violations, etc.

§ 6 Contributions, Obstacles

(1) Costs for third-party software or other products necessary for the realization of the project (e.g., plugins, advertising budgets, advertising materials, software solutions, platforms, etc.), unless agreed otherwise, are not included in the price. Functionalities, online courses, chatbots, software solutions, workflows, automations, responsive web design, and browser compatibility can only be provided within the limitations of the third-party software product. The same applies to limitations of any required third-party products, such as functionalities of advertising platforms.

(2) In the event of unforeseen difficulties caused by third parties (provider, external software vendor, advertising platform, etc.) leading to additional work, the client is obligated to pay for the extra effort on an hourly basis according to the contractually agreed or customary, reasonable compensation.

(3) Additional integration and processing of images (e.g., cropping, retouching, converting file formats) or other media (PDFs, music, video, graphics, etc.), unless specifically agreed, are not included in the price. The client is responsible for providing the media in the correct size and resolution, in the correct file and color format. This also applies to the provision of the knowledge base, documents, and required access. Otherwise, the client is obligated to pay for the extra processing effort on an hourly basis according to the contractually agreed or customary, reasonable compensation.

(4) Unless otherwise agreed in the offer, one correction loop with one change per item from the offer is included. Reversing desired changes, subsequent changes, and changes to functions or structure are to be paid for additionally by the client on an hourly basis according to the contractually agreed or customary compensation, as well as subsequently requested changes after the start of a new project phase.

§ 7 Performance Time, Force Majeure 

(1) The commencement of any specified performance time presupposes the clarification of all technical, legal, and design-related questions and the timely and proper fulfillment of the client’s obligations. The Agency reserves the defense of non-fulfilled contract. 

(2) Force majeure or operational disruptions occurring at the Agency or its subcontractors, e.g., due to riots, strikes, pandemics, epidemics, lockouts, which temporarily prevent them from delivering the service at a possibly agreed time or within a possibly agreed period without their fault, change the performance times by the duration of the performance disturbance caused by these circumstances. If such a disturbance leads to a performance delay of more than 2 months, or if the client’s interest in the contract fulfillment objectively ceases beforehand, the client is entitled to withdraw from the contract.

§ 8 Client’s Duty to Cooperate, Liability 

(1) The client is obligated to provide the Agency with all necessary information (e.g., existing onboarding documents, existing accounts on platforms, previous and ongoing advertising measures, previous conversion rates, and other marketing relevant key figures) and data (e.g., navigation structure, media to be used, documents, legal texts, etc.) in a timely manner. This particularly includes all information about conflicting copyright or trademark rights. 

(2) The client is responsible for access to the required systems and platforms, unless agreed otherwise; the Agency can only provide its services within the existing client accounts on Facebook, Instagram, WhatsApp, LinkedIn, Xing, PMS systems, etc. However, assistance in setting up accounts can be booked additionally. 

(3) The client is informed that they need a user declaration and an imprint for their platform account, social media account, and for using a chatbot. The client must integrate this themselves; composing and controlling such legal texts is not possible for the Agency and cannot be provided under the Legal Services Act. Therefore, the client must have an imprint and a data protection declaration legally created and used for their social media accounts. 

(4) The client is obligated to provide required materials in a common, directly usable digital format. The client ensures that the necessary rights of use are granted, especially including reproduction, distribution, and processing rights to the extent necessary for the realization of the project and the work of the Agency. The legal examination regarding the admissibility concerning intellectual property and copyright law can only be carried out by a lawyer and is not part of the contract. 

(5) The client is advised that content in social media accounts and chatbots originating from third parties or the AI (in particular photos, texts, plans, graphics, maps, recordings, videos, animations, and drawings) may be protected by copyright. If the client provides such materials, the client must ensure themselves that they have acquired all necessary rights, possibly for a fee. An Agency’s research regarding conflicting trademarks, copyrights, or other industrial property rights is not part of the contract.

(6) The client is obligated to provide the Agency with all necessary access to their accounts on websites, platforms, or other locations, and to conduct the transmission securely and encrypted. After completion of the project, the client is required to change the password immediately to exclude later misuse, unless further support by the Agency is agreed upon. 

(7) If the client provides the Agency with physical or non-physical items, particularly image, text, or audio files, which infringe the rights of third parties, the client is obligated to indemnify the Agency from any third-party claims upon first request. This particularly includes the costs of legal prosecution. 

(8) The client is obligated to perform the necessary data backups as part of their own data security measures, especially also before the start of the project. The Agency is not liable for lost or altered data to the extent that they would still be available if the client had properly backed up the data. 

(9) The client is obligated to maintain confidentiality regarding compensation, details of the service description, and internal communications towards third parties. 

(10) The client is advised that the Agency is not liable for messages, texts, links, or other contents generated by the AI.

§ 9 Default of the Client, Acceptance Delay, Withdrawal 

(1) If the client does not fulfill their cooperation duties as agreed, the resulting consequences, such as additional services and delays, are at the client’s expense. The Agency may charge the client for the additional effort incurred. 

(2) If information, access, documents, or templates such as texts or photos are not available on time and in full, the Agency is entitled not to start with the service or to work provisionally with placeholders. The subsequent integration of the material delivered late is considered a change of the order and is additionally to be compensated according to the contractually agreed compensation, or alternatively the customary, reasonable compensation. 

(3) The client is advised that the Agency works on a project basis and cannot handle more than a certain number of projects simultaneously. If the client delays in their contribution, cooperation, or acceptance duties, the Agency is entitled to postpone the service time. This is especially the case if this results in a conflict with other projects of the Agency already scheduled. 

(4) Should a delay caused by the client in the realization of the project exceed three weeks, the client is obligated to pay for the services rendered by the Agency up to that point and to additionally compensate for the additional time required for re-acclimatization upon resumption of the project according to the contractually agreed compensation, or alternatively the customary, reasonable compensation. 

(5) If the client fails to meet their cooperation duties even after the expiry of a grace period, the Agency may withdraw from the contract and demand damages instead of performance. This particularly includes the already earned remuneration and the lost profit (or the unearned overhead contribution) minus the Agency’s saved expenses.

§ 10 Term / Termination 

(1) Consulting, coaching, support, or other time-dependent services may be commissioned with a specific scope (e.g., number of courses, trainings, chatbots, campaigns, appointments) and/or for a fixed term. The agreement on a specific contingent or a certain term is binding. 

(2) Unless another term or termination provision is agreed upon, termination is possible with a notice period of 3 months to the end of the quarter, as long as this does not fall below a specific contingent. 

(3) The right to terminate without notice for a significant reason remains unaffected. The Agency is particularly entitled to terminate without notice if the client is in default with a due payment for more than 1 month or the client continues to culpably violate a contractual obligation after a warning. 

(4) A prior warning is not required if the client’s breach of duty is so severe that continuation of the contract would be unreasonable for the Agency. This is particularly the case if the Agency would be liable to third parties due to the breach of duty. 

(5) If the client terminates the contract without a significant reason, the client is obligated to pay the agreed remuneration minus what the Agency saves in expenses and earns or maliciously fails to earn by other use of its workforce. Alternatively, the Agency is entitled to claim 5% of the remuneration that falls on the yet unperformed service. The same applies if the client causes the Agency’s immediate termination, but in this case, the client is additionally obligated to compensate for any further damage incurred by the Agency. If the Agency has to account for immediate termination by the client, the Agency must refund any unspent advance payments to the client and compensate for any further damage.

§ 11 Rights of Use 

(1) Upon payment, the client acquires the simple, non-exclusive right to use any designs by the Agency. 

(2) Insofar as works are used under a CC license or an open-source license, these license terms apply. 

(3) With the license, the client acquires the right to edit, redesign, or delete the design, text, functionality, or other delivered content. 

(4) The client agrees that the Agency may use the service for the client as a reference on its website and in other publications online and offline. The Agency may display excerpts from its work for the client, link the account, and use the client’s name, brand, and logo for this purpose. The client may revoke this consent for the future for a significant reason.

§ 12 Warranty Rights, Limitation 

(1) Insofar as onboarding, further training, community, marketing, AI chatbots, automations, software solutions, social media management, search engine optimization, or other consultations are content of the contract, a certain (economic) success cannot be guaranteed. They are service contracts for which a warranty for defects does not exist. 

(2) There is freedom of design within the scope of the order. Warranty claims for artistic designs only exist if these designs significantly deviate from the pre-contractual proposals and these deviations are not due to technical causes, lack of rights grants, or lack of cooperation by the client. If changes beyond this are desired, they are additionally to be compensated according to the contractually agreed, or alternatively the customary, reasonable compensation. 

(3) If the client makes changes to the service, the warranty expires if the client does not refute a substantiated assertion by the Agency that such a change has caused the defect. 

(4) Advertising statements by third parties, particularly by manufacturers of software used by the Agency for service provision, are not binding for the Agency. (5) If the client is an enterprise, the client’s rights due to defects in the service expire one year after the handover or acceptance of the service. This also applies to the client’s rights to damages or damages instead of performance, including for all damages to other legal assets of the client caused by the defect, unless they are damages to life, body, or health of the client or the Agency is responsible for the defect due to intent or gross negligence.

§ 13 Contract Documents, Pledge 

(1) The Agency reserves all ownership and copyright rights to illustrations, videos, documents, audios, presentations, courses, software solutions, workflows, drawings, calculations, sketches, drafts, photographs, graphics, designs, and other documents. They are not part of the contract, and the client cannot demand them. 

(2) For the Agency’s claims against the client from this contract, the client grants a contractual lien on the items and rights given to the Agency for processing, in particular on software, texts, images, and other objects and rights protected by copyright and intellectual property rights. This contractual lien also secures other claims of the Agency against the client that do not directly arise from the order. 

(3) The client is obliged to provide the Agency with their current address as long as the lien exists. Otherwise, the client cannot derive any rights if the Agency sells the item or right in the event of a justified pawn sale and the pawn sale threat was sent only to the last known address of the client, provided a new address was not easily identifiable for the Agency through a residents’ registration office inquiry.

§ 14 Data Protection 

(1) For the contract, contract data is collected according to Art. 6 para. 1 lit. b GDPR (e.g., name, address, and email address, possibly services used, and all other data electronically or for storage transmitted that are necessary for the execution of the contract), as far as they are necessary for the establishment, content arrangement, or modification of a contract. 

(2) The contract data will only be passed on to third parties as far as it is necessary for the fulfillment of the contract (according to Art. 6 para. 1 lit. b GDPR), corresponds to an overriding interest in effective performance (according to Art. 6 para. 1 lit. f GDPR), or there is consent (according to Art. 6 para. 1 lit. a GDPR) or another legal permission. The data will not be transferred to a country outside the EU unless the EU Commission has determined a comparable level of data protection as in the EU, consent exists, or standard contractual clauses have been agreed with the third provider. 

(3) Affected persons have the right at any time: to revoke a given consent according to Art. 7 para. 3 GDPR. Then, the data processing based on this consent may no longer be carried out, but the revocation does not affect the legality of the data processing carried out until then; to request information according to Art. 15 GDPR about the processed personal data, including information about the purposes of processing, the category of personal data, the categories of recipients to whom the data have been or will be disclosed, the expected storage duration, the origin of the data if not collected here, as well as about automated decision-making including profiling and the existing rights, about which they are informed here; to demand that incorrect or incomplete personal data be corrected immediately according to Art. 16 GDPR, especially if the processing purpose has ceased, the required consent has been revoked and there is no other legal basis, or the data processing is unlawful; to demand that stored personal data be deleted according to Art. 17 GDPR, as far as the processing is not necessary for exercising the right of freedom of expression, for the fulfillment of a contract, for reasons of public interest, or for the assertion or defense of legal claims; to demand that the processing of personal data be restricted according to Art. 18 GDPR, as far as the accuracy of the data is disputed, the processing is unlawful and deletion is rejected, and the data are no longer needed but required by the affected person for the assertion, exercise, or defense of legal claims, or an objection to processing has been lodged according to Art. 21 GDPR; to demand that the provided data be released in a structured, common, and machine-readable format or transmitted to another responsible person; to complain to the competent supervisory authority according to Art. 77 GDPR if the processing of personal data is not lawful, usually the supervisory authority of the usual place of residence or workplace of the affected person or the location of our company; to object if personal data are processed based on legitimate interests according to Art. 6 para. 1 S. 1 lit. f GDPR, if there are reasons arising from the special situation of the affected person.

(4) The data will generally only be stored for as long as necessary for the purpose of the respective data processing. Further storage may be considered, especially if required for legal proceedings, legitimate interests, or if there is a legal obligation to retain the data (e.g., tax retention periods, limitation period).

§ 15 Jurisdiction, Place of Fulfillment, Dispute Resolution 

(1) Unless otherwise stated in the order confirmation or contract, the business location of the Agency is the place of fulfillment. 

(2) In case of disputes arising from the business relationship between the Agency and the client, the parties are obligated to seek an amicable solution. If an agreement cannot be reached, they commit to mediating their differences before resorting to legal action. The possibility of expedited procedures through provisional legal protection remains unaffected. A mere failure to pay the fee without justification does not constitute a dispute.

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