1. Scope and Definitions
1.1.
For the business relationship between Digital Seed (Alexander Zitzmann, Vanessa Meyer GbR), Am Klei 2, 31863 Coppenbrügge (hereinafter referred to as “PROVIDER”) and the recipient of the services (hereinafter referred to as “CUSTOMER,” collectively also referred to as the “PARTIES”), especially regarding contracts for services in the field of LinkedIn Marketing (hereinafter referred to as “Services”), these General Terms and Conditions exclusively apply.
1.2.
The PROVIDER’s offer is exclusively directed at entrepreneurs (§ 14 BGB) or business operators.
1.3.
Contradictory, deviating, or supplementary General Terms and Conditions of the CUSTOMER do not become part of the contract unless the PROVIDER expressly agrees to their validity. These General Terms and Conditions also apply if the PROVIDER, with knowledge of conflicting conditions or conditions deviating from these General Terms and Conditions, provides services unconditionally.
1.4.
The contractual basis arises from the individual agreement between the PROVIDER and the CUSTOMER (e.g., in the form of an offer) as well as the present conditions.
1.5.
The version of the PROVIDER’s General Terms and Conditions valid at the time of using the Services is decisive.
1.6.
The General Terms and Conditions also apply to all future service relationships between the PROVIDER and the CUSTOMER (related to the offered service subject), without requiring explicit inclusion.
1.7.
If the generic masculine is used in the following provisions, this is solely for the sake of simplicity, without any associated evaluation.
2.1.
The presentation of services on the website, in social networks, in brochures, or in advertisements does not constitute a binding offer by the PROVIDER to conclude a contract.
2.2.
The conclusion of a contract between the PROVIDER and the CUSTOMER can be done in written or text form (e.g., via email).
3.1.
The specific scope of services is determined by the individual agreement between the PROVIDER and the CUSTOMER.
3.2.
Regarding the content of a service contract entered into with the PROVIDER, the PROVIDER has the right to determine the scope of services according to § 315 BGB.
3.3.
The PROVIDER is authorized to engage the assistance of third parties, especially subcontractors, to fulfill individual or all contractual obligations.
4.1.
The PROVIDER offers various services, including participation in coaching sessions, consultations, and seminars, which can be conducted through multimedia, video-based, telephone, and/or on-site methods. The services may be standardized and/or personalized based on the service package and can be conducted individually or in groups, including videos, audio recordings, and/or online training courses. The specific scope of services is determined by the individual agreement between the PROVIDER and the CUSTOMER.
4.2.
The PARTIES agree that the PROVIDER expressly does not owe the CUSTOMER any specific quantitative and/or economic success.
4.3.
The provision of services by the PROVIDER is tied to the agreed-upon dates. The transfer of the entitlement to services to a later date is excluded.
4.4.
The PROVIDER is authorized to engage the assistance of third parties, especially subcontractors, to fulfill individual or all contractual obligations.
4.5.
Regarding the content of a coaching, service, and/or consulting contract entered into with the PROVIDER, the PROVIDER has the right to determine the scope of services according to § 315 BGB.
5.1.
To the extent that the CUSTOMER instructs the PROVIDER to perform activities on the account and on behalf of the CUSTOMER (e.g., placing online advertisements), the CUSTOMER hereby grants the PROVIDER the corresponding power of attorney.
5.2.
The CUSTOMER determines the advertising cost budget, which is in addition to the compensation. Unless expressly agreed otherwise, the billing of advertising costs takes place directly between the CUSTOMER and the advertising platform. The CUSTOMER bears all applicable advertising costs.
5.3.
The PARTIES agree that in providing the agreed-upon services, the PROVIDER expressly does not owe the CUSTOMER any specific quantitative and/or economic success (such as, but not limited to, a specific number of leads, employees, or the like).
5.4.
The LinkedIn platform may, in individual cases, suspend advertising campaigns created by the PROVIDER for the CUSTOMER without stating reasons. Similarly, the LinkedIn platform may temporarily or permanently suspend the CUSTOMER’s accounts, advertising accounts, and/or Business Manager. The PROVIDER has no influence on this. The compensation claim of the PROVIDER remains unaffected.
5.5.
The CUSTOMER is granted a – simple – right to use campaigns, licenses, and content (e.g., creatives, texts, images, and videos) during the contract period. Any transfer and/or reproduction of licenses or content is prohibited. Any violation will be pursued and may lead to possible claims for damages.
5.6.
The CUSTOMER grants the PROVIDER an unrestricted, worldwide, exclusive right to use all conceivable types of use, both in terms of content and time, in advertising campaigns and their content. This also includes future types of use that were not known at the time of contract conclusion.
6.1.
The substantive coordination of content or design (e.g., texts, graphics, or the like) usually occurs consensually in advance (in writing, by telephone, and/or through electronic communication). Regardless, the final decision-making authority regarding the conceptual and creative implementation of the content lies with the PROVIDER.
6.2.
If content or design is altered through subsequent modifications and/or a correction loop, the transfer of rights takes place only with the final version of the work and its provision. Unedited material is not covered by the transfer of rights.
6.3.
The CUSTOMER is granted a – simple, unrestricted in terms of time and place – right to use the created content or designs. (Commercial) transfer or sale by the CUSTOMER is prohibited. Any violation will be pursued and may lead to possible claims for damages.
7.1.
The services of the PROVIDER are always provided based on the technical state known and common at the time of contract conclusion. If adjustments (“relaunches” or “updates”) become necessary after contract conclusion due to new and/or updated software versions from third-party providers or similar, these are expressly not guaranteed in advance as part of the PROVIDER’s service offering.
7.2.
The CUSTOMER is granted a – simple, unrestricted in terms of time and place – right to use the website, the created content, or the created designs. (Commercial) transfer or sale by the CUSTOMER is prohibited. Any violation will be pursued and may lead to possible claims for damages.
7.3.
The PROVIDER fulfills the contractual services within the framework of the pre-agreed arrangement, while preserving its (e.g., artistic) freedom of design. This includes, in particular, but not conclusively, the individual composition and visualization of individual website elements or plug-ins. In this regard, the PROVIDER also has the final decision-making authority.
7.4.
The CUSTOMER ensures and guarantees that it has the necessary, latest technical environment of servers and software.
7.5.
In the case of programming services, the CUSTOMER is obligated to credit the PROVIDER appropriately in writing and hyperlink form as the author or programmer in the imprint under the designation “Digital Seed (Alexander Zitzmann, Vanessa Meyer GbR).”
8.1.
For the services, the respective compensation applicable at the time of contract conclusion according to the offer applies. If no compensation is individually agreed upon, the compensation will be based on the current price list. If installment payments are agreed upon, the first installment is due immediately upon contract conclusion; subsequent installments are due monthly in advance unless otherwise agreed. All prices are exclusive of VAT.
8.2.
If a setup fee is agreed upon, it is only charged once, unless otherwise specified. No additional setup fee is incurred in the event of a contract extension.
8.3.
The obligation to provide the contractually agreed-upon compensation in full exists even if the CUSTOMER instructs the PROVIDER to temporarily suspend the services or if interruption is necessary for other reasons, provided that the reasons are not due to the PROVIDER’s fault.
8.4.
The CUSTOMER is, unless otherwise agreed, obligated to make advance payments. The agreed compensation is due and payable within 14 days of invoicing.
8.5.
If the CUSTOMER fails to take necessary cooperative actions, thereby preventing the provision of services by the PROVIDER, the compensation claim of the PROVIDER remains generally unaffected.
8.6.
The CUSTOMER can only exercise his right of set-off or retention with legally established or undisputed claims.
9.1.
Any deadlines for the provision of services by the PROVIDER do not commence until the agreed compensation has been fully settled by the CUSTOMER, and all necessary cooperative actions of the CUSTOMER have been comprehensively fulfilled.
9.2.
If the CUSTOMER is in default with due payments, the PROVIDER reserves the right not to perform further services until the outstanding payments are settled.
9.3.
The PROVIDER is entitled to terminate the contract for good cause according to § 626 para. 1 BGB and cease all services. Good cause exists, in particular, if the CUSTOMER is in default with at least two due installments in the case of an agreed-upon installment payment. The PROVIDER is entitled to claim the entire compensation that would be due until the next regular termination date as damages. In this case, the PROVIDER must credit what he saves in expenses or fails to acquire.
10.1.
The PROVIDER generally provides all contractually promised services only from the time of contract conclusion or the individually agreed-upon start of the contract term.
10.2.
The CUSTOMER ensures that the PROVIDER has all the necessary information at all times to achieve the best possible performance results. If the PROVIDER is prevented from providing the agreed-upon services, and the reasons for the hindrance are in the CUSTOMER’s sphere, the compensation claim of the PROVIDER remains unaffected.
10.3.
The CUSTOMER is responsible for all content and must ensure that the content is not encumbered by third-party rights and does not violate applicable law (including copyright, competition, trademark, criminal, youth protection, data protection law, or the like). The PROVIDER is not obligated to review the content.
10.4.
The PROVIDER is authorized to conduct all appointments digitally (e.g., via Zoom, Teams, Skype, Teamviewer, or similar) unless the nature of the service provision explicitly requires on-site presence (e.g., conducting photo shoots or video shooting sessions).
10.5.
The CUSTOMER is independently responsible for maintaining the technical prerequisites to fully utilize the service. In the event of technical issues with the provided service, the CUSTOMER is also obligated to actively contribute to problem resolution.
11.1.
The contract is firmly concluded for the agreed-upon term as per individual contractual agreement (initial term). An early ordinary termination is excluded.
11.2.
The right to extraordinary termination for good cause remains unaffected.
12.1.
Payment is possible by invoice.
12.2.
The CUSTOMER undertakes to grant the PROVIDER a (SEPA) direct debit authorization immediately after contract conclusion, but no later than 7 days after contract conclusion. The PROVIDER is not responsible for overdraft fees, overdraft costs, or similar fees charged by the bank or credit card company.
13.1.
The PROVIDER is liable, regardless of the legal basis, only in accordance with the statutory provisions as specified in the following regulations.
13.2.
The PROVIDER is liable without limitation for damages resulting from the violation of life, body, or health caused by intent or negligence of the PROVIDER or one of its legal representatives or vicarious agents. In addition, the PROVIDER is liable for damages resulting from intent or gross negligence of the PROVIDER or one of its legal representatives or vicarious agents, as well as for damages due to the non-compliance with a guarantee given by the PROVIDER or an assured characteristic or for damages due to fraudulently concealed defects.
13.3.
The PROVIDER is liable, limited to the replacement of the typically foreseeable damage, for damages resulting from a slightly negligent violation of essential contractual obligations by him or one of his legal representatives or vicarious agents. Essential contractual obligations are obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contracting party can regularly rely.
13.4. Liability for software provided by third parties is excluded, insofar as the provision of the software is not owed by the PROVIDER.
14.1.
The CUSTOMER is informed that the PROVIDER collects, processes, and uses personal inventory and usage data in machine-readable form within the scope of the purpose of the contractual relationship. All personal data is treated confidentially.
14.2.
The PARTIES undertake to treat information or documents from the other party that have become known to them in the course of contract performance and are not obvious or generally accessible as confidential. This obligation of confidentiality continues even after the termination of the contractual relationship.
15.1.
If the individually agreed-upon services fall under the law of contracts for work and services, the following regulations apply in this regard.
15.2.
After completing a partial service, the PROVIDER can request acceptance of this partial service from the CUSTOMER.
15.3.
The (partial) services to be accepted by the CUSTOMER from the PROVIDER are considered accepted even if the CUSTOMER does not provide a written declaration of acceptance of the corresponding (partial) service within 7 working days upon the PROVIDER’s request.
16.1.
All content provided within the framework of contract fulfillment is protected by copyright.
16.2.
The transfer of rights is subject to the condition that the CUSTOMER has fulfilled all payment obligations towards the PROVIDER.
16.3.
The CUSTOMER grants the PROVIDER the right to use without restrictions all trademarks, logos, names, or other business identifiers of the CUSTOMER within the scope of the services to be provided. Deviations from this require a separate agreement.
16.4.
The CUSTOMER indemnifies the PROVIDER from any claims by third parties due to the infringement of intellectual property and/or the use of terms, pages, or content that are impermissible and/or burdened with the rights of third parties.
The PROVIDER exclusively enters into contracts with entrepreneurs as defined by § 14 BGB (German Civil Code), meaning that a statutory right of withdrawal does not exist.
18.1.
Information about the agreement concluded between the PARTIES may only be used for advertising purposes if the written consent of the respective other party has been obtained in advance.
18.2.
The same applies to the use of the name or logo of the respective other party.
19.1.
The place of performance and exclusive place of jurisdiction for disputes with merchants, legal entities under public law, or special funds under public law arising from contracts is Coppenbrügge.
19.2.
All disputes, regardless of the legal basis, are subject exclusively to the law of the Federal Republic of Germany, excluding all provisions of conflict law that refer to another legal system.
19.3.
If necessary, additional or alternative provisions agreed upon in writing by the PARTIES will be considered as part of the agreement from the time of their signing.
19.4.
The invalidity of one or more provisions of these General Terms and Conditions does not affect the validity of the remaining provisions of these General Terms and Conditions. In place of the ineffective clauses, what is economically intended in a legally permissible manner is considered agreed upon. This also applies to supplementary contract interpretation.
19.5.
The PROVIDER reserves the right to change these General Terms and Conditions at any time, unless the change is unreasonable for the CUSTOMER. The PROVIDER will notify the CUSTOMER in a timely manner of any changes. If the CUSTOMER does not object to the new General Terms and Conditions within a period of two weeks after notification, the amended General Terms and Conditions are deemed accepted by the CUSTOMER.