Terms and Conditions

Rügamer & Steiner Consulting GmbH, Tußmannstraße 61, 40477 Düsseldorf

§ 1 Scope

(1) All deliveries, services and offers from Rügamer & Steiner Consulting GmbH are provided exclusively on the basis of these General Terms and Conditions. These form an integral part of all contracts that Rügamer & Steiner Consulting GmbH concludes with its contractual partners (hereinafter also referred to as the ‘Client’) regarding the deliveries or services it offers. They shall also apply to all future deliveries, services or offers to the client, even if they are not agreed separately again.

(2) The terms and conditions of the client or third parties shall not apply, even if Rügamer & Steiner Consulting GmbH does not specifically object to their validity in individual cases. Even if Rügamer & Steiner Consulting GmbH refers to a letter or email that contains or refers to the terms and conditions of the client or a third party, this does not constitute acceptance of the validity of those terms and conditions.

(3) The services and offers of Rügamer & Steiner Consulting GmbH are intended exclusively for businesses within the meaning of § 14 of the German Civil Code (BGB) and merchants under the German Commercial Code (HGB).

§ 2 Services

(1) Rügamer & Steiner Consulting GmbH provides bespoke consultancy and agency services for online store operators in the fields of online and performance marketing and display advertising. Unless otherwise expressly agreed in writing, Rügamer & Steiner Consulting GmbH is not obliged to deliver a specific result or guarantee a particular outcome to the client, in particular not to achieve specific turnover figures or thresholds.

(2) The client must always fulfil their obligations to cooperate fully and in a timely manner upon first request by Rügamer & Steiner Consulting GmbH. Should the client fail to fulfil an obligation to cooperate and thereby prevent Rügamer & Steiner Consulting GmbH from providing its services, Rügamer & Steiner Consulting GmbH’s entitlement to remuneration shall remain unaffected.

(3) The client is solely responsible for ensuring that any advertising campaigns (advertisements, websites, legal notices, privacy policies, etc.) comply with the law.

(4) The client is solely responsible for all offers made via the online store. In particular, with regard to CBD-related offers on the online store, Rügamer & Steiner Consulting GmbH recommends that these be reviewed separately by legal counsel.

(5) Please note that advertising platforms such as Facebook/Instagram are entitled at any time to halt or suspend advertising campaigns without giving reasons. Rügamer & Steiner Consulting GmbH is not responsible for such action. Rügamer & Steiner Consulting GmbH’s entitlement to remuneration remains unaffected in such cases.

(6) With regard to the services to be provided by Rügamer & Steiner Consulting GmbH to the client, Rügamer & Steiner Consulting GmbH is entitled to a right to determine the manner in which the services are provided in accordance with Section 315 of the German Civil Code (BGB).

(7) Rügamer & Steiner Consulting GmbH is entitled to have services owed to the client provided by vicarious agents, subcontractors and third parties.

(8) The agreed remuneration payable to Rügamer & Steiner Consulting GmbH in respect of its consultancy services includes, unless otherwise agreed, a budget for any advertising campaigns run by the client with third-party providers, in the amount specified in the quotation. Any advertising costs incurred in addition to this shall be borne exclusively by the client. These will be invoiced separately by Rügamer & Steiner Consulting GmbH. If any advertising costs are not specified in the quotation, they are not included in the remuneration payable to Rügamer & Steiner Consulting GmbH.

(9) Rügamer & Steiner Consulting GmbH does not guarantee the achievement of specific conversion targets or turnover thresholds.

(10) Unless otherwise agreed individually, the following applies: Landing pages and domains (including subdomains) made available by Rügamer & Steiner Consulting GmbH as part of the collaboration with the client must be handed over to Rügamer & Steiner Consulting GmbH upon termination of the collaboration. The client shall have no right of use beyond the duration of the collaboration.

(11) The client is not authorised to copy and/or pass on to third parties any content created by Rügamer & Steiner Consulting GmbH (e.g. websites, landing pages or advertisements).

(12) Rügamer & Steiner Consulting GmbH is entitled to advertise using the client’s current company logos and its company name/trading name on the internet, on social media and in printed brochures for reference purposes.

§ 3 Formation of contracts

(1) The contract between Rügamer & Steiner Consulting GmbH and the client may be concluded by telephone, in writing or in text form. Telephone contracts concluded by Rügamer & Steiner Consulting GmbH shall be recorded following the client’s consent.

(2) Where a contract is concluded by telephone, the client receives an order confirmation at the request of Rügamer & Steiner Consulting GmbH. The order confirmation is not, however, a prerequisite for the formation of the contract.

§ 4 Payments, Prices, Terms and Conditions

(1) The prices specified and communicated by Rügamer & Steiner Consulting GmbH are binding. All prices are net, plus statutory VAT where applicable.

(2) Payment for the services provided by Rügamer & Steiner Consulting GmbH is due immediately upon issuance of the invoice. Remuneration for the services of Rügamer & Steiner Consulting GmbH is generally due upon conclusion of the contract, unless the quotation from Rügamer & Steiner Consulting GmbH states otherwise.

(3) Payment may be made by direct debit. Rügamer & Steiner Consulting GmbH is entitled to commission third parties to process payments on behalf of the customer. The customer hereby authorises Rügamer & Steiner Consulting GmbH to enter (payment) details on the customer’s behalf. In the event of payment by direct debit, the customer undertakes to issue a (SEPA) direct debit authorisation to Rügamer & Steiner Consulting GmbH immediately upon conclusion of the contract, but no later than 7 days after the contract is concluded. The advance notification may be sent to the customer up to one day before the direct debit is taken. If a direct debit is not honoured, for example due to insufficient funds in the account or the provision of incorrect bank details, or if the customer culpably objects to the direct debit, even though they are not entitled to do so, the customer shall bear any charges incurred as a result of the chargeback by the relevant bank and is obliged to transfer the amount due to Rügamer & Steiner Consulting GmbH within three working days of the chargeback. All billing procedures, in particular the issuing of invoices, shall be carried out electronically via the email address provided by the customer. The customer hereby expressly agrees to this.

§ 5 Termination, Term

(1) The contract term agreed by the parties shall be deemed to have been firmly agreed. Early termination is excluded. Unless the contractual relationship is terminated at least four weeks before the expiry of the agreed term, it shall be extended for the same term and on the same terms. However, a one-off set-up fee will not be charged again in the event of renewal.

(2) Termination prior to the commencement of the contract is excluded.

(3) Any rights to terminate the contract without cause during the term of the contract are excluded.

(4) Notices of termination must be in writing to be valid.

(5) The right to terminate the contract for cause remains unaffected at all times.

§ 6 Default / extraordinary termination

(1) Deadlines for the provision of services by Rügamer & Steiner Consulting GmbH shall not commence until the invoice amount has been received by Rügamer & Steiner Consulting GmbH and, as agreed, the data necessary for the services has been provided in full to Rügamer & Steiner Consulting GmbH or the necessary cooperation has been fully provided.

(2) If the client is in arrears with any payments due, Rügamer & Steiner Consulting GmbH reserves the right to withhold further services until the outstanding amount has been settled.

(3) If, in the case of payment by instalments, the client is in arrears with at least two payments due to Rügamer & Steiner Consulting GmbH, Rügamer & Steiner Consulting GmbH shall be entitled to terminate the contract with immediate effect and to cease providing services. Rügamer & Steiner Consulting GmbH shall claim the full remuneration due up to the next ordinary termination date as compensation for damages.

§ 7 Fulfilment

(1) Rügamer & Steiner Consulting GmbH shall perform the agreed services in accordance with the quotation with due care. Rügamer & Steiner Consulting GmbH is entitled to make unrestricted use of third parties for this purpose.

(2) If Rügamer & Steiner Consulting GmbH is prevented from providing the agreed services and the reasons for this prevention lie within the client’s sphere of influence, Rügamer & Steiner Consulting GmbH’s entitlement to remuneration remains unaffected.

§ 8 Conduct and Consideration

The client must act towards us in accordance with the customary standards of an honest businessperson. We reserve the right to pursue civil proceedings in respect of any unlawful, improper or unfounded statements about our company and services, whether made by clients, competitors or other third parties, particularly false statements of fact and defamatory criticism. We also reserve the right to file a criminal complaint without prior notice.

§ 9 Third-party intellectual property rights

The client warrants that any working materials (e.g. photographs) provided to Rügamer & Steiner Consulting GmbH are free from third-party rights or that the necessary authorisations for the purposes of the main contract have been obtained. The client shall indemnify Rügamer & Steiner Consulting GmbH against any claims by third parties in this regard.

§ 10 Rights of use

(1) The client receives a non-exclusive, non-transferable right to use the content and services created by Rügamer & Steiner Consulting GmbH for the duration of the contract.

(2) Paragraph 1 shall apply exclusively subject to the condition that the client has paid in full the remuneration due to Rügamer & Steiner Consulting GmbH under the main contract.

(3) If payment by instalments has been agreed, the right of use referred to in paragraph 1 passes to the client only once the final instalment has been paid in full to Rügamer & Steiner Consulting GmbH, unless otherwise agreed individually.

(4) The disclosure of the results of the work and services to third parties (including affiliated companies) is prohibited. The same applies to any adaptation pursuant to Section 23 of the German Copyright Act (UrhG).

§ 11 Liability

(1) Rügamer & Steiner Consulting GmbH shall be liable for damages – regardless of the legal basis – only in cases of wilful misconduct and gross negligence. In cases of simple negligence, Rügamer & Steiner Consulting GmbH shall be liable only a) for damages resulting from injury to life, limb or health, b) for damage resulting from a breach of a fundamental contractual obligation (an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contracting party regularly relies and is entitled to rely); in which case, however, liability is limited to compensation for the foreseeable damage that would typically occur.

(2) Within the limits set out in paragraph 1, Rügamer & Steiner Consulting GmbH shall not be liable for any loss of data or software. Liability for data loss shall be limited to the typical cost of recovery that would have been incurred had backup copies been made regularly and in accordance with the level of risk. Liability under the Product Liability Act remains unaffected at all times, as does liability arising from the provision of a guarantee.

§ 12 Right of withdrawal

Businesses and merchants have no statutory right of withdrawal for contracts concluded by telephone. Rügamer & Steiner Consulting GmbH does not grant such a right on a contractual basis either.

§ 13 Final Provisions

(1) Deviations from these General Terms and Conditions are only valid if Rügamer & Steiner Consulting GmbH and the client have entered into a corresponding individual contractual agreement. Such agreements shall in all cases take precedence over these General Terms and Conditions. The content of such agreements shall be governed by the confirmation provided by Rügamer & Steiner Consulting GmbH.

(2) The law of the Federal Republic of Germany shall apply exclusively. The place of performance is the registered office of Rügamer & Steiner Consulting GmbH.

(3) The registered office of Rügamer & Steiner Consulting GmbH is the exclusive place of jurisdiction for commercial disputes arising from the contractual relationship.

§ 14 The client’s obligations to cooperate in email marketing

(1) Where Rügamer & Steiner Consulting GmbH provides email marketing services to the client, the client undertakes to provide Rügamer & Steiner Consulting GmbH with all information, access details and materials necessary for the provision of the services in a timely manner and free of charge. This includes, in particular:

(a) Access details: Access details for the shop system (Shopware, Magento, WooCommerce, JTL or similar), the existing email tool and the customer database.

(b) Plugin installation: Installation of the email marketing plugin specified by Rügamer & Steiner Consulting GmbH (usually Klaviyo) within 14 calendar days of the onboarding call.

(c) CI materials: Provision of the logo, corporate colours, fonts and, where applicable, imagery in digital form.

(d) Contact person: Appointment of a designated contact person with approval authority for email campaigns and automations.

(e) Approvals: Prompt approval of email campaigns, automations and design templates within a maximum of 48 hours of submission.

(f) Discount codes: Provision of discount codes or incentives within the shop system, where required for the agreed pop-up campaigns.

(2) The client shall make available at least 6–7 hours in the first month (onboarding) and, as a rule, 2–3 hours per month from month 2 onwards for approvals, consultations and feedback. In certain phases of the collaboration, additional time may be required, particularly when introducing new measures, coordinating content or implementing technical changes. Rügamer & Steiner Consulting GmbH will communicate any such additional requirements in a timely and transparent manner.

(3) The obligation to cooperate is deemed fulfilled once Rügamer & Steiner Consulting GmbH has accepted the supplied materials and access credentials. Rügamer & Steiner Consulting GmbH will inform the client without delay if the materials provided do not meet the requirements.

(4) Delays resulting from a failure to fulfil obligations to cooperate, or a failure to do so in a timely manner, shall not be at the expense of Rügamer & Steiner Consulting GmbH. Any guarantee period pursuant to Section 15 shall be extended by the duration of the delay. Rügamer & Steiner Consulting GmbH is entitled to postpone the start of the measures until the obligation to cooperate has been fully met. The same applies to periods during which the client or their designated contact person is unavailable due to holiday or for other reasons, and as a result approvals, coordination or other acts of cooperation cannot be provided within the specified timeframe. In such cases, the guarantee period shall be extended by the duration of the absence.

§ 15 Performance guarantee

(1) Where a performance guarantee is agreed in the individual cooperation agreement, Rügamer & Steiner Consulting GmbH guarantees that a minimum revenue specified in that agreement will be achieved through the email marketing channel within the period defined in the agreement (the “Guarantee Deadline”). The Guarantee Deadline, minimum revenue and any further targets (e.g. ROAS or KUR) are determined exclusively by the relevant cooperation agreement.

(2) Performance will be measured via the Klaviyo dashboard on the basis of the Klaviyo attribution model valid at the time the contract is concluded (currently: 5 days after view and click). Both parties recognise this measurement tool as a binding basis.

(3) The specific legal consequences of failing to achieve the guaranteed value – in particular any special rights of termination, the terms of continued work free of charge or other forms of compensation – are set out individually in the relevant cooperation agreement.

(4) If Rügamer & Steiner Consulting GmbH temporarily continues working free of charge under an agreed guarantee and the guaranteed revenue is achieved during that phase, the regular obligation to pay remuneration resumes on the day that revenue is achieved. Invoicing is on a pro rata basis (pro rata temporis) for the remaining period until the next regular billing cycle. Calculation example: if the monthly fee is EUR 3,000 net and the guaranteed revenue is reached on the 15th of a month with 30 calendar days, EUR 1,500 net is due for the remaining 15 days. The full monthly fee applies from the following month.

§ 16 Conditions of the guarantee

An agreed performance guarantee under § 15 applies only if all of the following conditions are met cumulatively:

(1) The client has fulfilled all cooperation obligations under § 14 in full and on time. Rügamer & Steiner Consulting GmbH has accepted the supplied materials and access credentials.

(2) The email marketing plugin (usually Klaviyo) was active and correctly installed throughout the entire measurement period.

(3) The client must not have taken any measures that demonstrably impair email marketing performance, in particular: independently deactivating or altering automations without consultation, deleting or exporting recipient lists, blocking or removing pop-ups without prior consultation, or sending email campaigns independently outside the scope of the agreed services.

(4) The customer’s online store was accessible and fully functional throughout the measurement period. Scheduled maintenance or technical outages lasting more than 48 hours shall extend the guarantee period accordingly.

(5) The client has provided the agreed monthly time allocation for approvals and consultations in accordance with Section 14(2).

(6) The client has not made any material changes to the business model, product range or pricing structure that significantly impair the comparability of the initial situation at the time the contract was concluded.

(7) The turnover figures, visitor numbers, volumes of customer data and other key figures relevant to the calculation of the guarantee, as communicated by the client prior to or at the time of concluding the contract, must be true and accurate. Should it transpire that the figures provided by the client deviate significantly from the actual values, the performance guarantee pursuant to § 15 shall lapse without replacement. The same applies if the client fails to fulfil, or does not sufficiently fulfil, their obligations to cooperate in accordance with § 14 despite being requested to do so by Rügamer & Steiner Consulting GmbH, and this significantly impairs the provision of services.

§ 17 Attribution and performance measurement

(1) Performance is measured exclusively via the Klaviyo dashboard. The Klaviyo attribution model valid at the time the contract is concluded (currently: 5 days after view and click) shall serve as the binding basis for measurement for the duration of the collaboration.

(2) Any changes to the Klaviyo attribution model made by the software provider (Klaviyo) that are beyond the control of Rügamer & Steiner Consulting GmbH shall be communicated to both parties without delay. In such a case, the parties shall agree on an adjusted basis for calculation within 14 days. If no agreement is reached, the most recently agreed model shall serve as the reference.