Terms and conditions
Note on this translation
The following is a convenience translation of the German terms and conditions. In the event of any discrepancy, the German version is the one that applies.
1. Scope and definitions
1.1 These terms and conditions apply exclusively to the business relationship between Valentin Eiber, Kurfürstenstraße 19, 10785 Berlin, Germany (the “PROVIDER”) and the recipient of the services (the “CLIENT”, together the “PARTIES”), in particular in respect of contracts for advisory and other services in the fields of marketing and digital sales (the “Services”).
1.2 The PROVIDER’s offering is addressed exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) and to commercial operators.
1.3 Conflicting, deviating, or supplementary terms of the CLIENT do not become part of the contract unless the PROVIDER expressly agrees to their validity. These terms also apply where the PROVIDER performs Services without reservation while aware of terms of the CLIENT that conflict with or deviate from these terms.
1.4 The contractual basis follows from the individual agreement between the PROVIDER and the CLIENT, for example in the form of a proposal, together with these terms.
1.5 The version of the PROVIDER’s terms valid immediately before the Services are used is the one that governs.
1.6 These terms also apply to all future service relationships between the PROVIDER and the CLIENT in connection with the offering, without needing to be expressly incorporated again.
1.7 Where the generic masculine is used in the following provisions, this is solely for simplicity and implies no judgement.
2. Services
2.1 The PROVIDER supplies advisory and other services in the fields of marketing and digital sales. The scope includes, among other things, online and performance marketing services such as coordination, strategy development, and operational work around setting up campaigns, marketing team leadership (“fractional CMO”), operational work in sales and marketing, and advisory services in the above fields.
2.2 The specific scope follows from the individual agreement between the PROVIDER and the CLIENT.
2.3 Pure HR activities and disciplinary staff management, including performance reviews or similar measures with the CLIENT’s employees, are not part of the PROVIDER’s offering.
2.4 The PARTIES agree that the PROVIDER expressly owes the CLIENT no specific quantitative or economic result.
2.5 The PROVIDER’s performance is tied to the agreed appointments, hour allocations, and service periods. Carrying the entitlement over to a later point in time is excluded.
2.6 The PROVIDER may engage third parties, in particular subcontractors, to fulfil some or all contractual obligations.
2.7 With regard to the content of an advisory contract entered into with the PROVIDER, the PROVIDER has the right of determination under § 315 BGB.
2.8 The PARTIES agree that none of the PROVIDER’s services constitute schooling or teaching-like training within the meaning of the German Distance Learning Protection Act (FernUSG). In particular, there is no systematic transfer of knowledge and skills aimed at a measurable learning outcome.
2.9 No structured assessment of learning outcomes takes place. The PROVIDER owes neither the review of work results nor the evaluation of progress or the delivery of specific teaching content. Any documents, templates, or recommendations provided serve solely to illustrate and support the individual advisory work, not as the basis of a structured course.
3. Conclusion of contract
3.1 The presentation of the Services on the website, on social networks, in brochures, or in advertisements does not constitute a binding offer by the PROVIDER to conclude a contract.
3.2 A contract between the PROVIDER and the CLIENT may be concluded remotely, in particular by video call or telephone, in text form, in particular by email, or in writing.
3.3 Where contracts are concluded remotely, the CLIENT consents to the PROVIDER recording the call or video conference for evidentiary and documentation purposes.
3.4 The CLIENT expressly agrees not to pass on to third parties any login names, passwords, materials, or links to which the CLIENT gains access under this contract.
4. Remuneration
4.1 The flat remuneration applicable under the proposal at the time the contract is concluded applies to the Services. The agreed remuneration includes an allocation of hours to be used in the respective month. Unused hours expire at the end of that month. All prices are exclusive of VAT.
4.2 An individual remuneration arrangement remains unaffected.
4.3 Where no individual remuneration is agreed in a particular case, the PROVIDER invoices the Services at a fixed rate per agreed unit.
4.4 Unless otherwise agreed, the CLIENT pays in advance. The agreed remuneration falls due immediately upon conclusion of the contract and is payable within 10 days.
4.5 Unless otherwise agreed in a particular case, travel costs such as expenses, meals, and transport for journeys the PROVIDER undertakes on the CLIENT’s behalf are borne by the CLIENT and are not covered by an agreed flat fee.
4.6 If the CLIENT fails to perform a necessary act of cooperation and thereby prevents the PROVIDER from performing, the PROVIDER’s claim to remuneration remains unaffected in every case. The PROVIDER must, however, allow to be credited whatever expenses are saved or acquisitions foregone.
4.7 The CLIENT may exercise a right of set-off or retention only with claims that are legally established or undisputed.
5. Default
5.1 Any deadlines for the PROVIDER’s performance do not begin before the agreed remuneration has been paid in full by the CLIENT and all necessary acts of cooperation by the CLIENT have been fully performed.
5.2 If the CLIENT is in default with due payments, the PROVIDER reserves the right not to perform further Services until the outstanding payments have been settled.
5.3 The PROVIDER may terminate the contract for good cause under § 626 (1) BGB and discontinue all Services. Good cause exists in particular where the CLIENT is in default on at least two due instalments of an agreed instalment plan. The PROVIDER may claim the entire remuneration that would fall due until the next ordinary termination date as damages. The PROVIDER must, however, allow to be credited whatever expenses are saved or acquisitions foregone.
6. Obligations of the PARTIES
6.1 The PROVIDER generally performs all contractually agreed Services only from the point at which the contract is concluded.
6.2 The CLIENT ensures that the PROVIDER has all necessary information at all times to achieve the best possible advisory and implementation result.
6.3 The CLIENT must ensure that the technical prerequisites are in place to use the offering in full. This concerns, for example, a sufficiently capable internet connection, computer, notebook, smartphone, and messaging services. It also includes providing the PROVIDER with remote access to the CLIENT’s software environment. The PROVIDER is not responsible for any unavailability in this respect.
6.4 The PROVIDER may hold appointments digitally at any time, for example via Zoom, Teams, Skype, or Teamviewer.
6.5 The PARTIES clarify that all Services rendered by the PROVIDER are directed at individual, situational advice for the CLIENT. The selection and execution of individual measures is at the PROVIDER’s discretion. The content is not standardised or designed for generally applicable knowledge transfer.
7. Special provisions for online and performance marketing
7.1 Where the CLIENT instructs the PROVIDER to carry out activities via the CLIENT’s account and in the CLIENT’s name, for example placing online ads or posts, the CLIENT grants the PROVIDER a corresponding authorisation.
7.2 The CLIENT determines the advertising budget, which is incurred in addition to the remuneration. Unless expressly agreed otherwise, advertising costs are billed directly between the CLIENT and the advertising platform. The CLIENT bears all advertising costs incurred.
7.3 The PARTIES agree that in performing the agreed Services, the PROVIDER expressly owes the CLIENT no specific quantitative or economic result, such as, but not limited to, a particular number of leads or employees.
7.4 Platforms such as Facebook, LinkedIn, or Instagram may in individual cases suspend advertising campaigns the PROVIDER has created for the CLIENT without stating reasons. Platforms may likewise block the CLIENT’s accounts, ad accounts, or business manager temporarily or permanently. The PROVIDER has no influence over this. The PROVIDER’s claim to remuneration remains unaffected.
7.5 The CLIENT receives a simple right of use for the campaigns, licences, and content, for example creatives, copy, images, and video material, for the term of the contract. Any transfer or reproduction of the licences or content is prohibited. Every breach will be pursued and may lead to claims for damages.
7.6 The CLIENT grants the PROVIDER an unrestricted, worldwide, simple right to use advertising campaigns and their content in all conceivable ways, unlimited in subject matter and time. This also covers future types of use that were not yet known when the contract was concluded.
8. Contract term
8.1 The contract is concluded firmly for the term agreed individually (the initial term). Early ordinary termination by the CLIENT is excluded.
8.2 Unless expressly agreed otherwise, the term renews by the agreed initial term unless terminated in writing by either party four weeks before the end of the initial term or the respective renewal. An email is sufficient.
8.3 The right to extraordinary termination for good cause remains unaffected.
9. Payment terms
9.1 Payment is possible by invoice and advance payment as well as by direct debit.
9.2 In the case of payment by direct debit, the CLIENT undertakes to grant the PROVIDER a SEPA direct debit mandate immediately after conclusion of the contract, at the latest within 7 days.
9.3 If a direct debit is not honoured, for example due to insufficient funds or an incorrect bank account, or if the CLIENT culpably objects to the direct debit without being entitled to do so, the CLIENT bears the fees incurred through the chargeback by the respective bank.
9.4 All billing, in particular invoicing, takes place electronically to the email address provided by the CLIENT, to which the CLIENT expressly agrees. If the CLIENT wishes a different method of delivery, for example by post, the CLIENT bears the additional costs.
10. Liability for damages
10.1 The PROVIDER is liable, on whatever legal grounds, within the statutory provisions only in accordance with the following rules.
10.2 The PROVIDER is liable without limitation for damages arising from injury to life, body, or health based on intent or negligence by the PROVIDER or one of the PROVIDER’s legal representatives or vicarious agents. The PROVIDER is further liable for damages based on intent or gross negligence by the PROVIDER or one of the PROVIDER’s legal representatives or vicarious agents, as well as for damages arising from failure to honour a guarantee or warranted characteristic given by the PROVIDER, or from fraudulently concealed defects.
10.3 The PROVIDER is liable, limited to compensation for the foreseeable damage typical of the contract, for damages based on slightly negligent breach of material contractual obligations by the PROVIDER or one of the PROVIDER’s legal representatives or vicarious agents. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the contracting party may regularly rely.
11. Data protection and confidentiality
11.1 The CLIENT is advised that the PROVIDER collects, processes, and uses personal inventory and usage data in machine-readable form within the purpose of the contractual relationship. All personal data is treated confidentially.
11.2 The PARTIES undertake to treat confidentially any information about the other party that becomes known to them in the course of performing the contract.
12. Acceptance
12.1 Where the individually agreed service falls under contract-for-work law, the following provisions apply.
12.2 The PROVIDER may request acceptance from the CLIENT after completing a partial service.
12.3 Partial services to be accepted by the CLIENT are also deemed accepted if, upon the PROVIDER’s request, the CLIENT does not respond in writing regarding acceptance within 7 working days.
13. Copyright
13.1 All content made available in the course of performing the contract is protected by copyright.
13.2 The CLIENT receives a simple right to use content created as part of the Services. Any transfer or reproduction of the content is prohibited. In particular, the CLIENT is not entitled to reproduce copyright-protected work without the PROVIDER’s express permission. Every breach will be pursued and may lead to claims for damages.
13.3 The CLIENT is responsible for licensing any software programs recommended by the PROVIDER as part of the Services.
14. Right of withdrawal
The PROVIDER concludes contracts exclusively with entrepreneurs within the meaning of § 14 BGB, so no statutory right of withdrawal exists.
15. Use as a reference
The PROVIDER may name the CLIENT as a reference by name in any medium. This includes naming and using any protected trade marks, designations, or logos, as well as the CLIENT’s likeness. The PROVIDER is not obliged to do so.
16. Exclusion of schooling or distance-learning-like services
16.1 The PROVIDER offers no distance learning services within the meaning of § 1 FernUSG. The contractual relationship is directed exclusively at individual advisory services in entrepreneurial contexts.
16.2 There are neither mandatory training formats nor assessments of learning, nor any didactic systematisation of the content. The CLIENT receives no teaching services, but entrepreneurially oriented recommendations for independent implementation.
16.3 Should an authority or court nevertheless conclude, contrary to the view of the PARTIES, that the contract constitutes a distance-learning-like service within the meaning of the FernUSG, the PARTIES agree in the alternative that the Services continue as individual advisory work on the basis of a service contract that is not subject to authorisation under the FernUSG.
17. General provisions
17.1 The place of performance and exclusive place of jurisdiction for disputes arising from contracts with merchants, legal entities under public law, or special funds under public law is Berlin, Germany.
17.2 All disputes in connection with these terms are governed exclusively by the law of the Federal Republic of Germany, regardless of the legal grounds, excluding all conflict-of-law provisions that refer to another legal system.
17.3 Should one or more provisions of these terms be invalid, the validity of the remaining provisions is not affected.
17.4 The PROVIDER reserves the right to amend these terms at any time, unless the amendment is unreasonable for the CLIENT. The PROVIDER will notify the CLIENT in good time. If the CLIENT does not object to the new terms within two weeks of notification, the amended terms are deemed accepted by the CLIENT.
Version
July 2025