§ 1 VALIDITY AND DEFINITIONS

(1) The following General Terms and Conditions apply to all business relationships between the customer (hereinafter referred to as “Customer”) and SOWESPOKE AG (hereinafter referred to as “SOWESPOKE AG”) iin their version valid at the time of commissioning.

(2) Deviating, conflicting, or supplementary General Terms and Conditions of the Customer shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing.

§ 2 CONCLUSION OF CONTRACT

(1) Upon request, SOWESPOKE AG will provide the Customer with an offer tailored to their communicated individual needs. The offer and the prices stated therein are valid for four weeks from the date of creation. The acceptance of the offer is made by the Customer by signing the service offer or by the commencement of the fulfillment of the order.

(2) The contractual relationship is a service contract in accordance with § 611 ff. BGB, unless the achievement of a specific result has been explicitly agreed upon in advance.

§ 3 SUBJECT OF THE CONTRACT

SOWESPOKE AG provides services in the field of search engine marketing, particularly with regard to Search Engine Advertising (SEA) and Social Media Marketing (SMM). The respective scope of services results from the individual offer.

§ 4 CONTRACT DURATION AND TERMINATION

(1) The contract is concluded for an indefinite period and can be terminated with a notice period of 3 months to the end of the month without giving reasons. The termination must be in written form (text form such as letter, email, or fax).

(2) The right to terminate without notice for good cause remains unaffected. Good cause exists in particular if:

• the Customer is in arrears with an amount corresponding to two monthly payments;
• one of the parties commits ongoing or serious breaches of contract despite a warning, making further cooperation unreasonable;
• insolvency proceedings are applied for over the assets of the Customer or their client.

§ 5 CUSTOMER’S DUTIES

(1) The Customer must provide SOWESPOKE AG with all documents necessary for the fulfillment of the agreed tasks under this contract completely and in a timely manner (duty to cooperate). This includes providing access data to the relevant advertising accounts of providers, such as Facebook, Google Ads, Microsoft Ads (providers), Analytics, Tag Manager. The same applies to the transmission of information about circumstances that may be relevant to the execution of the order.

(2) If the Customer does not yet have a contract with a provider or an advertising account with a provider, the Customer authorizes SOWESPOKE AG to create the necessary advertising accounts in their name and to enter into contracts with the providers on their behalf for the fulfillment of the contract.

(3) The Customer is the contractual partner and invoice recipient of the providers. During the contract period, SOWESPOKE AG manages the relevant advertising accounts in trust.

(4) The Customer authorizes SOWESPOKE AG to conclude, amend, or terminate contracts, such as the purchase of Google Ads or Microsoft Ads or the purchase of an advertising campaign or advertising placements, in their name with the providers for the fulfillment of the agreed service by SOWESPOKE AG.

(5) The Customer authorizes SOWESPOKE AG to make the necessary and/or sensible changes and adjustments in the advertising accounts for the fulfillment of the agreed service by SOWESPOKE AG.

(6) If the Customer does not fulfill their duty to cooperate, does not fulfill it in a timely manner, or does not fulfill it as agreed, they must bear the resulting consequences (delays, additional effort, additional costs, etc.) and release SOWESPOKE AG from their performance obligations.

(7) If the Customer provides data carriers and/or digital files, they must be free of content and technical defects. The Customer must compensate SOWESPOKE AG for any damages resulting from the use of these data carriers and/or digital files or indemnify SOWESPOKE AG against all claims of third parties.

(8) The Customer undertakes to inform SOWESPOKE AG immediately of any changes to their contact details, such as name, address, and/or current email address.

§ 6 DUTIES OF SOWESPOKE AG

(1) SOWESPOKE AG undertakes to perform their tasks properly and carefully based on the contract and the information provided by the Customer.

(2) SOWESPOKE AG advises the Customer on Search Engine Advertising (SEA) and Social Media Marketing (SMM) regarding the potential placement and reach of ads, without guaranteeing a specific reach and/or placement. SOWESPOKE AG advises the Customer on the selection of search terms, keywords, and the creation of ad texts and implements the corresponding measures.

(3) SOWESPOKE AG is not obliged to conduct a legal review, particularly with regard to trademark, name, or competition law violations, of the proposed keywords and/or search terms. A review is only carried out if it has been agreed upon in advance with the Customer at their expense.

(4) SOWESPOKE AG is authorized to use external service providers as vicarious agents to fulfill the agreed services, provided that this does not conflict with the legitimate interests of the Customer. The Customer accepts the service provided as a service of SOWESPOKE AG.

§ 7 WARRANTY / LIABILITY

(1) Liability for interruptions of the agreed service due to extraordinary circumstances (force majeure, disruptions of the IT system/data network not attributable to SOWESPOKE AG, actions of third parties, illness, etc.) as well as other damages and consequential damages arising from the provision or non-provision of services is excluded. This applies in particular to lost profits or other financial losses of the Customer. SOWESPOKE AG is liable for financial losses, regardless of the legal basis, only if they have caused the damage intentionally or through gross negligence or if the damage is based on the violation of essential contractual obligations. Claims for damages due to injury to life, body, or health remain unaffected. In the case of the violation of essential contractual obligations, liability in cases of simple negligence is limited to the damages typically associated with the contract and foreseeable. The same applies to breaches of duty by vicarious agents.

(2) SOWESPOKE AG is not liable for non-performance and/or non-performance to the agreed extent of ad placements, website content, or other content of the Customer, unless SOWESPOKE AG is responsible for this. If SOWESPOKE AG is claimed by third parties in this respect, the Customer indemnifies SOWESPOKE AG from any liability and undertakes to compensate SOWESPOKE AG for the damages incurred by the claim by a third party, including the costs of reasonable legal defense.

(3) SOWESPOKE AG is not liable for the use of certain keywords or ad texts requested by the Customer due to the violation of third-party trademark and/or name and/or copyright rights and/or due to competition violations based on the Customer’s performance requests. If SOWESPOKE AG is claimed by third parties due to the use of such keywords and/or texts, the Customer indemnifies SOWESPOKE AG from any liability towards third parties and undertakes to compensate SOWESPOKE AG for the damages incurred by the claim by a third party, including the costs of reasonable legal defense.

§ 8 INVOICE, PAYMENT TERMS, DEFAULT, OFFSETTING

(1) The billing of the services to be provided is done monthly, whereby SOWESPOKE AG is entitled to bill these in advance each month. The same applies to the further billing of fees/costs incurred in the course of executing an order with the providers at the expense of SOWESPOKE AG. The Customer agrees to electronic invoicing and the sending of the invoice exclusively by email.

(2) In the event of a significant change in the contractual obligations of SOWESPOKE AG for the purpose of adapting to the Customer’s concerns, SOWESPOKE AG may charge the Customer for the necessary additional effort.

(3) Invoices from SOWESPOKE AG are due within 7 days from the invoice date.

The amounts are to be paid without deduction. Unless otherwise agreed, the Customer authorizes SOWESPOKE AG to collect the existing claims by SEPA direct debit from the specified checking account. SOWESPOKE AG will announce SEPA direct debits to the Customer at least 3 days before collection (“Pre-Notification”).

(4) If the Customer is in default, SOWESPOKE AG may claim default interest of 9% above the ECB base rate. The possibility of claiming higher actual damages remains unaffected. If a Customer is in default, SOWESPOKE AG may suspend the processing of agreed orders until full payment of the outstanding invoice amounts. SOWESPOKE AG may initially offset payments against older debts. If legal prosecution costs such as reminder costs have already been incurred, SOWESPOKE AG may initially offset payments from the Customer against these costs, then against the interest, and finally against the principal performance.

(5) Offsetting with counterclaims of the Customer is only permissible to the extent that these have been acknowledged in writing by SOWESPOKE AG and are due or have been legally established.

(6) SOWESPOKE AG is entitled to assign claims from services to the Customer to third parties. The Customer will be informed about any assignment.

(7) For the management of the accounts managed by SOWESPOKE AG within the framework of Google Ads and Microsoft Ads support, SOWESPOKE AG uses, among other things, account management and tools that grant access to both companies affiliated with SOWESPOKE AG and third-party agencies. These also enable the multiplication of marketing strategies and successes. The Customer consents to the use of their customer account set up by SOWESPOKE AG for such marketing support. The consent can be revoked at any time for the future.

(8) If the contracting parties agree on a settlement of services via so-called “SWS-Coins,” SOWESPOKE AG reserves the right in individual cases to pay out the consideration promised by them for these SWS-Coins in the corresponding equivalent value in EURO if, for example, the order situation does not allow the provision of the consideration.

§ 9 CONFIDENTIALITY

(1) Both parties undertake to maintain confidentiality about all knowledge gained about the other party in this business relationship, as far as this is not already known.

(2) The obligations of paragraph 1 also apply after the end of the contract.

§ 10 GENERAL PROVISIONS

(1) The law of the Federal Republic of Germany applies, excluding the UN Sales Convention. For consumers who do not conclude the contract for professional or commercial purposes, this choice of law only applies to the extent that the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer has their habitual residence.

(2) The place of performance and fulfillment is the business location of SOWESPOKE AG.

(3) If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the business location of SOWESPOKE AG.

§ 11 SEVERABILITY CLAUSE

If one or more provisions of these terms and conditions are invalid or unenforceable or become so, the remaining provisions shall remain unaffected unless the elimination of individual clauses would unreasonably disadvantage one party, making it unreasonable to expect them to adhere to the contract.

As of: 23.01.2025