General Terms and Conditions
of Rügamer & Steiner Consulting GmbH, Tußmannstraße 61, 40477 Düsseldorf
Section 1 Scope of Application
(1) All deliveries, services and offers of Rügamer & Steiner Consulting GmbH are made exclusively on the basis of these General Terms and Conditions. They form part of all contracts which Rügamer & Steiner Consulting GmbH concludes with its contractual partners (hereinafter also referred to as the „Customer“) concerning the deliveries or services it offers. They also apply to all future deliveries, services or offers to the Customer, even if they are not separately agreed again.
(2) The terms and conditions of the Customer or of third parties shall not apply, even if Rügamer & Steiner Consulting GmbH does not separately object to their application in an individual case. Even where Rügamer & Steiner Consulting GmbH refers to a letter or an email that contains, or refers to, terms and conditions of the Customer or of a third party, this does not constitute agreement to the application of those terms and conditions.
(3) The services and offers of Rügamer & Steiner Consulting GmbH are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and at merchants (within the meaning of the German Commercial Code, HGB).
Section 2 Services
(1) Rügamer & Steiner Consulting GmbH provides individual consulting and agency services for online shop providers in the areas of online and performance marketing and display advertising. Unless expressly agreed otherwise in writing, Rügamer & Steiner Consulting GmbH does not owe the Customer the production of a work / a specific result, in particular not the achievement of particular turnover figures or thresholds.
(2) The Customer shall always render the cooperation acts incumbent upon it completely and in good time upon first request by Rügamer & Steiner Consulting GmbH. If the Customer fails to perform a cooperation act and thereby prevents the provision of services by Rügamer & Steiner Consulting GmbH, the claim of Rügamer & Steiner Consulting GmbH to remuneration shall remain unaffected.
(3) The Customer is solely responsible for the legal compliance of any advertising campaigns (advertisements, websites, legal notice, privacy policies, etc.).
(4) The Customer is solely responsible for all offers in the online shop. In particular with regard to CBD-related offers of the online shop, Rügamer & Steiner Consulting GmbH recommends a separate review by legal counsel.
(5) We point out that advertising platforms such as Facebook/Instagram are entitled at any time to stop / discontinue advertising campaigns without stating reasons. Rügamer & Steiner Consulting GmbH is not responsible for such conduct. The claim of Rügamer & Steiner Consulting GmbH to remuneration shall remain unaffected in these cases.
(6) With regard to the services to be provided by Rügamer & Steiner Consulting GmbH to the Customer, Rügamer & Steiner Consulting GmbH is entitled to a right to determine performance pursuant to Section 315 of the German Civil Code (BGB) as regards the manner in which the services are provided.
(7) Rügamer & Steiner Consulting GmbH is entitled to have services owed to the Customer provided also by vicarious agents / subcontractors and third parties.
(8) Subject to any agreement to the contrary, the agreed remuneration of Rügamer & Steiner Consulting GmbH for its consulting services includes a budget for any advertising campaigns of the Customer with third-party providers in the amount stated in the offer. Any advertising costs incurred over and above this shall be borne exclusively by the Customer. These shall be invoiced subsequently by Rügamer & Steiner Consulting GmbH accordingly. Where any advertising costs are not stated in the offer, they are not included in the remuneration to which Rügamer & Steiner Consulting GmbH is entitled.
(9) Rügamer & Steiner Consulting GmbH does not guarantee the achievement of particular conversion targets or turnover thresholds.
(10) Subject to any individual agreement to the contrary, the following applies: landing pages and domains (including subdomains) which are made available by Rügamer & Steiner Consulting GmbH in the course of the cooperation with the Customer shall be handed over to Rügamer & Steiner Consulting GmbH upon termination of the cooperation. The Customer is not entitled to any right of use beyond the duration of the cooperation.
(11) The Customer is not entitled to copy content created by Rügamer & Steiner Consulting GmbH (e.g. websites, landing pages, advertisements) and/or to pass it on to third parties.
(12) Rügamer & Steiner Consulting GmbH is entitled to use the Customer’s current company logos and its company identifier/company name for reference purposes in advertising on the internet, in social media and in printed brochures.
Section 3 Conclusion of Contracts
(1) The conclusion of a contract between Rügamer & Steiner Consulting GmbH and the Customer may take place by telephone, in writing or in text form. Contracts concluded by telephone are recorded by Rügamer & Steiner Consulting GmbH following consent granted by the Customer.
(2) In the case of a contract concluded by telephone, the Customer shall, at the request of Rügamer & Steiner Consulting GmbH, receive an order confirmation, which is however not constitutive for the conclusion of the contract.
Section 4 Payments, Prices, Conditions
(1) The prices stated and communicated by Rügamer & Steiner Consulting GmbH are binding. The prices communicated are in each case net, plus statutory value added tax, insofar as this is levied.
(2) Payment for the services of Rügamer & Steiner Consulting GmbH is due immediately upon issuance of the invoice. The remuneration for the services of Rügamer & Steiner Consulting GmbH is in principle due upon conclusion of the contract, unless the offer of Rügamer & Steiner Consulting GmbH provides otherwise.
(3) Payment may be made by direct debit. Rügamer & Steiner Consulting GmbH is entitled to commission third parties with handling the payment process vis-à-vis the Customer. In this respect, the Customer authorises Rügamer & Steiner Consulting GmbH to enter (payment) data on the Customer’s behalf. In the case of payment by direct debit, the Customer undertakes to grant Rügamer & Steiner Consulting GmbH a (SEPA) direct debit mandate immediately after conclusion of the contract, but at the latest within 7 days of conclusion of the contract. The advance information (pre-notification) may be transmitted to the Customer up to one day before the direct debit is collected. If a direct debit is not honoured, for example due to insufficient funds in the account or due to the provision of incorrect bank details, or if the Customer culpably objects to the direct debit although not entitled to do so, the Customer shall bear those fees which arise as a result of the chargeback by the respective credit institution and is obliged to transfer the amount owed to Rügamer & Steiner Consulting GmbH within three working days of the chargeback. All billing arrangements, in particular the issuing of invoices, are carried out electronically via the email address provided by the Customer. The Customer hereby expressly agrees to this.
Section 5 Termination, Term
(1) The contract term agreed by the parties is deemed to be firmly agreed. Early termination is excluded. If the contractual relationship is not terminated at the latest four weeks before expiry of the agreed term, it shall be extended for the same term and on the same conditions. However, a one-off set-up fee that has been paid shall not be charged again in the event of an extension.
(2) Termination prior to commencement of the contract is excluded.
(3) Any rights of ordinary termination during the contract term are excluded.
(4) To be effective, terminations must be made in writing.
(5) The right to extraordinary termination for good cause shall remain unaffected at all times.
Section 6 Default / Extraordinary Termination
(1) Time limits for the provision of services by Rügamer & Steiner Consulting GmbH do not begin before the invoice amount has been received by Rügamer & Steiner Consulting GmbH and, as agreed, the data necessary for the services are fully available to Rügamer & Steiner Consulting GmbH or the necessary cooperation acts have been fully rendered.
(2) If the Customer is in default with payments that are due, Rügamer & Steiner Consulting GmbH reserves the right not to perform further services until the outstanding amount has been settled.
(3) If, in the case of payment by instalments, the Customer is in default vis-à-vis Rügamer & Steiner Consulting GmbH with at least two payments that are due, Rügamer & Steiner Consulting GmbH is entitled to terminate the contract extraordinarily and to discontinue the services. Rügamer & Steiner Consulting GmbH shall claim, by way of damages, the entire remuneration that becomes due up to the next ordinary termination date.
Section 7 Performance
(1) Rügamer & Steiner Consulting GmbH shall carry out the agreed services in accordance with the offer with the requisite care. Rügamer & Steiner Consulting GmbH is entitled to make unrestricted use of the assistance of third parties for this purpose.
(2) If Rügamer & Steiner Consulting GmbH is prevented from providing the agreed services and the reasons for the impediment originate from the Customer’s sphere, the claim of Rügamer & Steiner Consulting GmbH to remuneration shall remain unaffected.
Section 8 Conduct and Consideration
The Customer shall ensure the customary conduct of an honest merchant towards us. We reserve the right to pursue under civil law any unlawful and/or improper or unfounded statement about our company and our services, whether by customers, competitors or other third parties, in particular untrue assertions of fact and abusive criticism (defamatory criticism), and furthermore to report it to the criminal authorities without prior notice.
Section 9 Third-Party Intellectual Property Rights
The Customer warrants that work materials provided to Rügamer & Steiner Consulting GmbH (e.g. photos) are free from third-party rights or that the approvals required for the purposes of the main contract are in place. In this respect, the Customer indemnifies Rügamer & Steiner Consulting GmbH against any claims by third parties.
Section 10 Rights of Use
(1) The Customer receives a simple and non-transferable right of use in the content and services created by Rügamer & Steiner Consulting GmbH for the duration of the contract term.
(2) Paragraph 1 applies exclusively subject to the proviso that the Customer has paid in full the remuneration to which Rügamer & Steiner Consulting GmbH is entitled under the main contract.
(3) If payment by instalments has been agreed, the right of use referred to in paragraph 1 shall, subject to any individual agreement to the contrary, pass to the Customer only upon full payment of the final instalment to Rügamer & Steiner Consulting GmbH.
(4) The passing on of the work and service results to third parties (including affiliated companies) is excluded. The same applies to any adaptation pursuant to Section 23 of the German Copyright Act (UrhG).
Section 11 Liability
(1) Rügamer & Steiner Consulting GmbH is liable for damages – on whatever legal grounds – only for intent and gross negligence. In the case of simple negligence, Rügamer & Steiner Consulting GmbH is liable only a) for damage arising from injury to life, body or health, b) for damage arising from the breach of a material contractual obligation (an obligation the fulfilment of which is what makes the proper performance of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, liability is limited to compensation for the foreseeable damage typically occurring.
(2) Within the limits set out in paragraph 1, Rügamer & Steiner Consulting GmbH is not liable for loss of data and programs. Liability for loss of data is limited in amount to the typical cost of restoration that would have arisen if backup copies had been made regularly and in a manner appropriate to the risk. Liability under the German Product Liability Act (Produkthaftungsgesetz) shall, like liability for the assumption of a guarantee, also remain unaffected at all times.
Section 12 Right of Withdrawal
By operation of law, entrepreneurs and merchants are not entitled to any right of withdrawal in the case of contracts concluded by telephone. Rügamer & Steiner Consulting GmbH does not grant such a right on a contractual basis either.
Section 13 Final Provisions
(1) Deviations from these General Terms and Conditions are only effective if Rügamer & Steiner Consulting GmbH and the Customer have made a corresponding individual contractual arrangement. Such arrangements shall in any event take precedence over these General Terms and Conditions. The confirmation of Rügamer & Steiner Consulting GmbH shall be decisive for the content of such agreements.
(2) The law of the Federal Republic of Germany applies exclusively. The place of performance is the registered office of Rügamer & Steiner Consulting GmbH.
(3) The exclusive place of jurisdiction for merchants for disputes arising from the respective contractual relationship is the registered office of Rügamer & Steiner Consulting GmbH.
Section 14 The Customer’s Cooperation Obligations in Email Marketing
(1) Insofar as Rügamer & Steiner Consulting GmbH provides services for the Customer in the area of email marketing, the Customer undertakes to make available to Rügamer & Steiner Consulting GmbH all information, access and materials necessary for the provision of the services in good time and free of charge. This includes in particular:
(a) Access data: Access data to 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 designated by Rügamer & Steiner Consulting GmbH (usually Klaviyo) within 14 calendar days after the onboarding call.
(c) Corporate identity materials: Provision of the logo, corporate colours, fonts and, where applicable, image material in digital form.
(d) Contact person: Designation of a fixed contact person with authority to approve email campaigns and automations.
(e) Approvals: Timely approval of email campaigns, automations and design templates within a maximum of 48 hours after submission.
(f) Discount codes: Provision of discount codes or incentives in the shop system, insofar as required for the agreed pop-up measures.
(2) The Customer 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 individual phases of the cooperation, a higher time expenditure may be required, in particular when introducing new measures, coordinating content or making technical changes. Rügamer & Steiner Consulting GmbH will communicate any such additional requirement in good time and transparently.
(3) The cooperation obligation is deemed to have been fulfilled once Rügamer & Steiner Consulting GmbH has granted acceptance of the materials and access provided. Rügamer & Steiner Consulting GmbH will inform the Customer without undue delay if the materials provided do not meet the requirements.
(4) Delays due to cooperation obligations that are not fulfilled or not fulfilled in good time shall not be to the detriment of Rügamer & Steiner Consulting GmbH. Any guarantee period pursuant to Section 15 shall be extended by the period of the delay. Rügamer & Steiner Consulting GmbH is entitled to postpone the start of the measures until the cooperation obligation has been fully fulfilled. The same applies to periods during which the Customer or its designated contact person is unavailable due to holiday or for other reasons and approvals, consultations or other cooperation acts cannot therefore be rendered in good time. The guarantee period shall be extended in these cases by the duration of the absence.
Section 15 Security Guarantee
(1) Insofar as a security guarantee is agreed in the individual cooperation contract, Rügamer & Steiner Consulting GmbH guarantees the Customer that, within a period defined in the cooperation contract (the „guarantee moment“), a minimum turnover specified therein will be achieved via the email marketing channel. The timing of the guarantee moment, the level of the minimum turnover and any further target values (e.g. ROAS, cost-revenue ratio) result exclusively from the respective cooperation contract.
(2) Performance is measured via the Klaviyo dashboard on the basis of the Klaviyo attribution model valid at the time of conclusion of the contract (currently: 5 days after view and click). Both parties recognise this measurement instrument as a binding basis.
(3) The specific legal consequences in the event of failure to achieve the guarantee value – in particular any special termination rights, the modalities of continued work free of charge or other compensation services – are governed individually in the respective cooperation contract.
(4) If Rügamer & Steiner Consulting GmbH temporarily continues to work free of charge within the scope of an agreed guarantee service and the guarantee turnover is achieved during this phase, the regular obligation to pay remuneration revives as of the day on which it is achieved. Invoicing is carried out on a pro rata basis (pro rata temporis) for the remaining period until the next regular billing cycle. Calculation example: If the monthly remuneration is EUR 3,000 net and the guarantee turnover is achieved on the 15th of a month with 30 calendar days, then a pro rata amount of EUR 1,500 net is due for the remaining 15 days. From the following month onwards, the full monthly remuneration applies.
Section 16 Conditions of the Guarantee
An agreed security guarantee pursuant to Section 15 applies exclusively if all of the following conditions are cumulatively fulfilled:
(1) The Customer has fulfilled its cooperation obligations pursuant to Section 14 completely and in good time. Rügamer & Steiner Consulting GmbH has granted acceptance of the materials and access provided.
(2) The email marketing plugin (usually Klaviyo) was continuously active and correctly installed throughout the entire measurement period.
(3) The Customer has not taken any measures that demonstrably impair the email marketing performance, in particular: independently deactivating or modifying automations without prior consultation, deleting or exporting recipient lists, blocking or removing pop-ups without prior consultation, independently sending email campaigns outside the agreed services.
(4) The Customer’s online shop was continuously accessible and functional throughout the measurement period. Planned maintenance work or technical outages of more than 48 hours extend the guarantee period accordingly.
(5) The Customer has rendered the agreed monthly time expenditure for approvals and consultations pursuant to Section 14 paragraph 2.
(6) The Customer has not made any material changes to the business model, product range or price structure that significantly impair the comparability of the initial situation as at the time of conclusion of the contract.
(7) The turnover figures, visitor numbers, customer data volumes and other key figures relevant to the calculation of the guarantee that were communicated by the Customer prior to or upon conclusion of the contract must correspond to the truth. If it emerges that the figures communicated by the Customer deviate materially from the actual values, the security guarantee pursuant to Section 15 shall lapse without replacement. The same applies if the Customer fails to comply, or fails to comply sufficiently, with its cooperation obligations pursuant to Section 14 despite a request by Rügamer & Steiner Consulting GmbH, and the provision of services is thereby materially impaired.
Section 17 Attribution and Performance Measurement
(1) Performance is measured exclusively via the Klaviyo dashboard. The Klaviyo attribution model valid at the time of conclusion of the contract (currently: 5 days after view and click) applies as the binding basis of assessment for the duration of the cooperation.
(2) Changes to the Klaviyo attribution model by the software provider (Klaviyo) that are outside the sphere of influence of Rügamer & Steiner Consulting GmbH shall be communicated to both parties without undue delay. In such a case, the parties shall agree an adjusted basis of assessment within 14 days. If no agreement is reached, the model last agreed shall apply as the reference.
Terms and Conditions as at: 18 April 2026 © Reproduction prohibited
