Terms of Service
§1 Contractual Partner, Scope of Application
(1) The following General Terms and Conditions ("GTC") shall apply to the provision of advertising and marketing services on the Internet and related services of Stylink Social Media GmbH (hereinafter referred to as "Contractor") towards its Clients (hereinafter referred to as "Client").
(2) The GTC of the Contractor shall apply exclusively. They shall apply to all offers, deliveries, and services of the Contractor. If the Client was not able to gain knowledge of them when the contract was concluded, they shall nevertheless apply if the Client knew or should have known the GTC from previous transactions.
(3) Conflicting terms and conditions of the Client that deviate from the GTC of the Contractor shall not apply. If the Contractor carries out the delivery or service incumbent on it in knowledge of such terms and conditions of the Client, it does not recognize such terms and conditions of the Client to which these GTC of the Contractor do not contradict.
(4) These GTC only apply to entrepreneurs within the meaning of Sect. 14 of the German Civil Code (hereinafter referred to as „BGB“) and not to consumers within the meaning of Sect. 13 BGB. Furthermore, these GTC do not apply in relation to Influencers.
§2 Subject of the contract
(1) The Contractor's services are set out in detail in the Contractor's offer. Services not listed there are not part of the contract.
(2) The Client can offer changes or extensions to the contractually agreed scope of services during a project. If the Contractor does not accept such a change offer, the agreed services shall remain unchanged. If the Contractor performs supplementary services without a supplementary remuneration agreement, § 4 (3) shall apply.
(3) Insofar as the Client places orders with the Contractor verbally, these shall be binding. The Contractor shall be entitled to demand that the Client confirms verbally placed orders at least in text form without undue delay. An order is deemed to have been placed if the Contractor, with the knowledge of the Client, begins with part of the execution of the order before all points of the order have been agreed upon, without the Client objecting. An order can also be accepted by the Contractor by executing the activity if clarity has already been reached on all points of an order.
(4) The Contractor shall be entitled, at its own discretion, to carry out the service itself or to have it provided by competent third parties as subcontractors. The Contractor is entitled to change the internet infrastructure used and the service providers and vicarious agents commissioned with the implementation at any time provided that this does not result in any disadvantages for the Client.
(5) In the course of technical progress, the Contractor may also provide the services using newer or different technologies, systems, processes, or standards, provided that the Client does not suffer any disadvantages as a result.
§3 Offer, information
(1) The presentation of offers from the Contractor on the Website is only an invitation to the Client to submit an offer.
(2) The Contractor shall submit an offer to the Client with the services and associated prices contained in detail.
(3) Notwithstanding Sect. 312i) para. 1 nos. 1 to 3 BGB, the Client shall not be entitled to the provision of technical means to correct his order, separate information on the technical steps to conclude the contract, information about the storage of the contract, the available languages and codes of conduct as well as an immediate confirmation of his order.
§4 Prices, Terms of Payment, Offsetting, Retention
(1) All prices to entrepreneurs are net prices plus the applicable statutory value-added tax, insofar as this ist incurred and nothing else has been agreed.
(2) The Contractor shall be entitled to request a down payment ofan appropriate amount when the order is placed. The Contractor ist entitled to demand reasonable advance payments for parts of the project that have already been delivered to the Client and to issue partial invoices based on the progress of the project.
(3) The contractual remuneration shall only apply insofar as contractual services have also been agreed upon. Additional services are ti be remunerated according to the contractual rates in accordance with the offer, or alternatively in accordance with the reasonable local remuneration. Accompanying services such as user introductions, documentation, training, support, or similar are not included in the order as standard, but shall only form part of the contract if this has been expressly agreed.
(4) Payment by the Client shall be due immediately after receipt of the invoice. The Client is informed that he will be in default no later than 30 days after receipt of the invoice. Insofar as the Client is in default of payment, he is obliged under Section 288 BGB to pay default interest and the liquidated damages regulated therein.
(5) The Client may only offset if his counterclaims have been legally established, are undisputed, or have been recognized by the Contractor or the right to offset is based on the rights of the Client due to incomplete or defective performance from the same contractual relationship.
(6) The Contractor is authorised to exercise a right of retention for all claims arising from the business relationship with the Client.
§5 Provision of Services by the Contractor
(1) Insofar as agreed with the respective associated price section, the Contractor designs and provides marketing and advertising services (creation of funnels, content, tracking, analysis, optimization, online marketing, social media campaigns, placement of advertisements on social media platforms and outside, reporting on the success of measures and much more).
(2) When creating content, tracking devices, analysis tools, and optimizing a website, the will provide the commissioned services according to the rules of technology and deliver them to the Client or install them on the website or in the Client's social media account.
(3) When carrying out advertising measures and social media campaigns, the Contractor will carry out the measures to the extent discussed. A certain success cannot be guaranteed here.
(4) The Contractor´s prices for advertising measures do not include the required advertising budget. Costs and expenses for advertising are always to be borne additionally by the Client.
(5) The Client itself is responsible for access to the necessary social media platforms; the Contractor can only provide its services within the framework of existing accounts of the Client on Facebook, Instagram, Linkedin, Xing, etc...
§6 Provisions, Impediments
(1) Costs for third-party software or other products that are required for the realization of the project (e.g. purchase themes, plugins, advertising budgets, advertising materials, etc.) are not included in the price, unless otherwise agreed. Functionalities, responsive web design, and browser compatibility can only be granted within the framework of the requirements of the third software product. The same applies to restrictions on any required third-party products, such as advertising platform.
(2) In the event of unforeseen difficulties caused by third parties (provider, external software provider, advertising platform, etc.) and which lead to additional work, the Client s obliged to pay for the additional work on an hourly basis based on the contractually agreed or locally appropriate remuneration.
(3) The integration and processing of images (e.g. cropping, retouching, converting the file format) or other media (PDFs, music, video, graphics, etc.) is not included in the price, unless otherwise agreed. The Client is responsible for ensuring that the media are made available in the correct size and resolution, in the correct file and color format. Otherwise, the Client is obliged to pay the additional processing time based on the contractually agreed or locally appropriate remuneration.
(4) Unless otherwise agreed in the offer, a correction loop is not owed. Changes, subsequent changes, and functional or structural changes shall additionally be paid by the Client after hours based on the contractually agreed or locally appropriate remuneration, as are subsequent changes made after the start of a new project phase.
§7 Service time, contract duration, termination
(1) The start of any specified service time presupposes the clarification of all technical, legal and design issues and the timely and proper fulfillment of the Client's obligations. The Contractor reserves the right to object that the contract has not been fulfilled. The Contractor is entitled to partial performance, insofar as this is reasonable for the Client.
(2) Force majeure or operational disruptions occurring at the Contractor or its subcontractors, e.g. due to riots, strikes, or lockouts, which temporarily prevent the Contractor, through no fault of its own, from delivering the service on a possibly agreed date or within a possibly agreed period, shall change the performance times by the duration of the disruption of performance caused by the circumstances. The same applies in the event of non-performance or poor performance of services by third parties (e.g. influencers) with whom the Contractor has concluded agreements in good time as part of the implementation of the contract with the Client. If a corresponding disruption leads to a delay in performance of more than 2 months or if the Client´s interest in the performance of the contract objectively ceases before, the Clientis entitled to withdraw from the contract.
(3) The contract is firmly concluded for a fixed term as shown in the offer, insofar as this results from the offer or the circumstances (e.g. a certain number of measures). If a certain (minimum) term has been agreed upon, the contract is extended after the minimum term by a further 6 months in each case, unless the contract is terminated by one of the parties 1 month before its expiry in each case. The right to terminate for cause remains unaffected for both parties.
(4) The order can only be terminated by the Client after the conclusion of the contract for a good cause - also in the case of services under a contract for work and services; in the same way, agreed volumes (e.g. the agreed amount of the commissioned advertising budget) can no longer be changed unilaterally afterwards. Any right of termination for the Client under Section 648 BGB is expressly excluded. If necessary, the Contractor is willing to terminate the contract prematurely at the request of the Client as a gesture of goodwill and without there being a right to this, provided that the Contractor receives appropriate compensation for the premature termination of the contract. The compensation shall amount to at least 25% of the agreed remuneration, provided that the wish for cancellation is expressed by the Client to the Contractor prior to the Contractor´s commencement of the performance of the contract ("cancellation compensation"). If the notification of the cancellation request is made later, the agreed remuneration shall be due for payment in addition to the cancellation remuneration, at least pro rata temporis (in relation to the agreed performance period), whereby the compensation in total (including the cancellation remuneration) shall not exceed 100 % of the contractually agreed remuneration. Any work results produced until the cancellation of the contract shall be due to the Client.
§8 Client's obligations to cooperate, Client's liability
(1) The Client is obliged to provide the Contractor with all necessary information (e.g. existing accounts on platforms, previous and current advertising measures, previous conversion rates, and other marketing-relevant key figures) and data (e.g. navigation structure, media to be used, legal texts, etc.) in a timely manner. This includes in particular all information on conflicting copyrights or trademark rights.
(2) The Client is obliged to hand over required materials in a common, directly usable digital format. The Client ensures that the necessary rights of use are granted, in particular also reproduction, distribution, and editing rights to the extent necessary for the realization of the project and the work of the Contractor. The review of legal admissibility with regard to intellectual property rights and copyright can only be carried out by a lawyer and is not part of the order.
(4) The Client is informed that content in social media accounts originating from third parties (in particular photos, texts, plans, graphics, maps, sound recordings, videos, animations, and drawings) may be protected by copyright. If the Client provides such materials, the Client himself must ensure that he has acquired all necessary rights, possibly subject to a fee. A search by the Contractor due to Contractor conflicting trademark rights, copyrights, or other industrial property rights is not the part of the contract.
(5) The Client is obliged to provide the Contractor with all access to his accounts on websites, platforms, or other places required for the execution of the order and to carry out the transmission in a secure and encrypted manner. After completion of the order, the Client is obliged to change the password immediately so that subsequent misuse is ruled out. This shall not apply if further support by the Contractor has been agreed upon.
(6) If the Client provides the Contractor with tangible or intangible objects, in particular image, text or sound files, which infringe the rights of third parties or cause damage to the Contractor or third parties (in particular due to malware), the Client is obliged to hold the Contractor free from all damage and any claims of third parties upon first request. This includes in particular the costs of legal action.
(7) The Client is obliged to carry out the necessary data backups independently as part of his own backup, in particular before the start of the order. The Contractor is not liable for lost data insofar as they would still be available if the Client had properly backed up the data.
(8) The Client is obliged to maintain confidentiality towards third parties with regard to remuneration, details of the service description, and internal communication.
§9 Default of the Client, Default of Acceptance, Withdrawal
(1) If the Client fails to fulfill one of his obligations to cooperate as agreed, the resulting consequences, such as additional services and delays, shall be borne by the Client. The Contractor can invoice the Client for the additional work done.
(2) If information, access, documents, or templates, such as texts or photos, are not available in good time and in full, the Contractor is entitled not to start the service or to work with placeholders as a makeshift solution. Subsequent entry of the delayed material counts as a change to the order and is to be remunerated in accordance with the contractually agreed, or alternatively the locally appropriate remuneration.
(3) The Client is informed that the Contractor works on a project basis and does not carry out more than a certain number of projects at the same time. If the Client is in (acceptance) default with his obligations to provide, cooperate or accept, the Contractor is entitled to postpone the time of performance. This applies in particular if this results in a conflict with other projects of the Contractor that have already been scheduled.
(4) If the Client fails to fulfill his obligations to cooperate even after the fruitless expiration of a grace period, the Contractor may rescind the contract and claim damages instead of performance. This includes in particular the remuneration already earned and the lost profit (or the unearned contribution to overhead costs) less saved expenses by the Contractor.
§10 Project, acceptance
(1) If agreed with the Client, the web project will be produced in project phases according to the Client's instructions. After each project phase (e.g. text or design drafts) the Client will be asked to accept the work. After acceptance by the Client the next project phase begins.
(2) The Contractor will deliver or demonstrate the ordered work to the Client and - if acceptance before the start of the implementation of the order has been agreed- request the Client (in the case of several project phases: after each completed project phase) to accept the work within one week (in the case of urgent orders, e.g. newsletters, shorter deadlines may be selected). If the Client does not express any change requests or reservations within this period, the work is deemed to have been accepted if it was capable of being accepted, i.e. if there were no significant defects.
(3) The Client is obliged to carry out the acceptance within a period of one week (or a shorter period, if applicable) after receipt of the request for acceptance, provided that the work is ready for acceptance or to communicate reservations. If the Client is in default with this obligation, the provisions of this contract regarding the Client's obligations to cooperate and default of acceptance shall apply accordingly.
§11 Rights of Use
(1) After acceptance and payment in full, the Client acquires the simple, non-exclusive right to use the service provided by the Contractor.
All rights remain with the Contractor for subworks that were created before acceptance; the Contractor is not obliged to hand over open files or layouts created on the computer to the Client.
(2) If works are used which are under a CC license or an open-source license, these license terms shall apply.
(3) With the license, the Client acquires the right to edit, redesign or delete the design, text, or other content supplied.
(4) The Client agrees that the Contractor names the service for the Client as a reference on his website and in other publications online and offline. For this purpose, the Contractor may display or run excerpts from his work for the Client, link the account, and use the name, brand, and logo of the Client. The Client can revoke this consent with effect for the future for important reasons.
§12 Warranty Rights, Statute of Limitations
(1) Insofar as marketing or other consulting services are part of the contract, a specifix (economic) success cannot be guaranteed. In this respect, these are service contracts for which there is no warranty for defects. If an agreed number of ad impressions, clicks, leads (inquiries), or orders (conclusion of contracts) is agreed for a certain period of time as part of the order, the Contractor points out that reaching the number within the planned period of time is not promised and the exceeding of the period of time, therefore, does not constitute a defect of the service, unless the service time has been expressly promised or results from the nature of the matter (e.g. advertising of seasonal goods).
(2) There is freedom of design within the scope of the order. Claims for defects in artistic designs only exist insofar if these designs deviate significantly from the pre-contractual proposals and these deviations are not due to technical reasons, insufficient granting of rights or lack of cooperation on the part of the Client. If changes beyond this are desired, these are to be additionally remunerated in accordance with the contractually agreed, or alternatively the locally customary, appropriate remuneration.
(3) If the Client makes changes to the service, the warranty shall lapse if the Client does not refute a corresponding substantiated assertion by the Contractor that such a change caused the defect.
(4) Advertising information from third parties, in particular from manufacturers of software used by the Contractor to provide the service, is not binding for the Contractor.
(5) The Contractor guarantees that the services commissioned by the Employer and to be provided by the Contractor will be implemented in accordance with the usual technical standards. Claims for defects exist neither in the case of only insignificant deviations from the agreed quality nor in the case of only insignificant impairment of usability.
(6) Defects must be reported and notified by the Client immediately at least in text form (Sect. 126b BGB), no later than 7 days after publication on the Internet. The Contractor provides a warranty for defects (to the extent owed according to the provisions of these GTC) initially by supplementary performance. Only if this fails may the Client demand a reduction or assert a right of withdrawal.
(7) All warranty claims of the Client shall become statute-barred after one year, calculated from the point in time at which the Client became aware of the defect or should have become aware of it without gross negligence. This also applies to the Client's rights to compensation for damages or compensation in lieu of performance, also for all damage to other legal assets of the Client that have arisen as a result of the defect, unless the damage to life, limb or health of the Client is involved or the Contractor is responsible for the defect due to intent or gross negligence.
(8) The assignment of warranty claims is excluded.
§13 Liability of the Contractor
(1) In case of doubt, declarations by the Contractor regarding the quality of the service only constitute a guarantee if the Contractor has expressly designated them as such.
(2) The Contractor shall only be liable for damage that did not occur to the delivery item itself, regardless of the legal reason, in the event of intent or gross negligence on the part of the Contractor or its legal representatives and vicarious agents, culpable injury to life, limb or health, fraudulent concealment of defects or other circumstances as well as within the scope of a guarantee.
(3) In the event of a culpable breach of essential contractual obligations, the Contractor shall also be liable for slight negligence, but limited to the reasonably foreseeable damage that is typical for the contract.
(4) Further claims, in particular no-fault liability on the part of the Contractor, are excluded.
(5) The Client is responsible for backing up his data. The Contractor is not liable for the loss of data if the loss occurred due to insufficient backup by the Client.
(6) The Contractor's liability under the Product Liability Act remains unaffected.
(7) Technical data and descriptions for third-party products contained in brochures, offer texts, or order confirmations are based on information provided by the manufacturers. The Contractor assumes no liability for these properties.
(8) Liability for third-party components, in particular open-source components, is limited to the Contractor's selection fault and breach of inspection obligations.
§14 Contractual documents, lien
(1) The Contractor reserves all property rights and copyrights to illustrations, drawings, calculations, sketches, drafts, photographs, graphics, designs, and other documents. They are not part of the contract, the Client cannot demand their return.
(2) For the claims of the Contractor against the Client arising from this contract, the Client provides a contractual lien on the objects and rights given by the Client to the Contractor for processing, such as software, texts, images, and other objects and rights protected by copyright and intellectual property rights. This contractual right of lien also secures any other claims of the Contractor against the Client that do not stem directly from the order.
(3) The Client is obliged to provide the Contractor with his current address insofar as and as long as the right of lien exists. Otherwise, the Client cannot derive any rights from the fact that the Contractor has sold the item or the right in the event of a - legitmate - sale of lien and has sent the lien sale notice to the last address known to the Contractor, provided that a new address could not be determined by the Contractor without further ado through resident registration information.
§15 Data protection
(1) According to Art. 6 Para. 1 lit. b GDPR contract data is collected (e.g. name, address, and e-mail address, any services used, and all other data transmitted electronically or for storage, that are necessary for the execution of the contract), insofar as they are necessary for the justification, content design or change of this contract.
(2) The contract data will only be passed on to third parties if it is necessary (according to Art. 6 Para. 1 lit. b GDPR) for the fulfillment of the contract, this is the overriding interest in an effective service (according to Art. 6 Para. 1 lit. f GPDR) or the consent of the person concerned (according to Art. 6 Para. 1 lit. a GDPR) or other legal permission is available. The data will not be passed on to a country outside the EU unless the EU Commission has determined that data protection is comparable to that in the EU, consent has been given for this or the standard contractual clauses have been agreed upon with the third-party provider.
(3) Those affected can request information about the stored personal data free of charge at any time. You may at any time request correction of incorrect data (also by supplementing it) as well as a restriction of its processing or the deletion of your data. This applies in particular if the processing purpose has expired, a required consent has been revoked and there is no other legal basis or the data processing is unlawful. The personal data will then be corrected, blocked, or deleted without delay within the legal framework. You have the right to revoke your consent to the processing of personal data at any time. This can be done by means of an informal notification, e.g. by e-mail. The revocation does not affect the legality of the data processing carried out until then. Transfer of the contract data in machine-readable form can be requested. If there is fear of an infringement of the law as a result of the data processing, a complaint can be submitted to the responsible supervisory authority.
(4) In principle, the data is only stored for as long as required by the purpose of the respective data processing. Further storage is primarily considered if this is still necessary for legal prosecution or legitimate interests or if there is a legal obligation to retain the data (e.g. tax retention periods, statute of limitations).
§16 Final Provisions, Applicable Law, Place of Jurisdiction, Place of Performance
(1) German law shall apply exclusively to the contracts concluded with the Contractor. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
(2) The place of performance for all obligations arising from this contract shall be the registered office of the Contractor.
(3) If the Client is a merchant, a legal entity under public law, or a special fund under public law, the place of jurisdiction for all disputes arising from the contractual relationships shall be the registered office of the Contractor.
(4) Should individual clauses of the above GTC be wholly or partially ineffective, the effectiveness of the remaining clauses shall remain unaffected. The ineffective provision shall be replaced by one that comes as close as possible economically and legally to the meaning and purpose of the ineffective provision in a legally effective manner.