AGB
General Terms and Conditions for
the Management and Marketing of Social Media Channels and Virtual Assistance
Preamble
The service provider Social Passionate specializes in consulting, strategic development, and management of social media channels as well as virtual assistance for companies. This includes, among others, all so-called “back office” tasks, social media marketing, content creation, and communication on all relevant social media platforms.
In this context, the service provider develops strategies and concepts to actively manage the respective social media channels or to enable the client to manage and market the channels independently based on those concepts and strategies.
In addition, the service provider supports companies in their internal processes.
The client’s order includes one or more elements of the service offering. Based on this, the parties agree to the following rights and obligations for their cooperation:
§1 General – Scope of Application
These General Terms and Conditions (GTC) are an integral part of the contract and apply exclusively. Conflicting or deviating terms and conditions of the client are not recognized unless explicitly agreed to by the service provider. This also applies if the service provider, being aware of the client’s conflicting terms, carries out the order without reservation.
The GTC apply only to business clients (entrepreneurs).
All agreements must be made in text form. Oral agreements are only binding if confirmed in writing by the service provider.
§2 Offer – Scope of Services
Offers made by the service provider are non-binding unless otherwise agreed.
Verbal orders placed by the client are binding. The service provider is entitled to request a written confirmation. An order is considered placed when the service provider starts working with the client’s knowledge before final agreement, unless the client objects. Alternatively, the order is accepted by execution if all terms are already agreed upon.
The subject of the service is the agreed-upon service, not the achievement of a specific economic result.
§3 Prices, Payment Terms, Set-Off, Retention
All prices are net prices excluding VAT, unless otherwise agreed. In long-term contracts, the provider has the right to request price adjustments; the client is obliged to enter negotiations in such cases.
Unless otherwise agreed, billing is based on time. The hourly rate is set in the order and is payable along with necessary, documented expenses. Otherwise, the client must pay according to customary hourly rates and necessary expenses.
If a package or flat rate is agreed upon, it applies as long as the service scope is defined. Additional services are billed separately according to agreed or customary rates.
Payments are due immediately. The client is considered in default 30 days after invoice receipt. A fee of €2.00 is charged for each additional reminder.
The client may only offset claims that are legally established, undisputed, or recognized by the service provider, or based on the same contract.
The service provider may retain services until all outstanding claims are settled.
§4 Service Delivery, Timelines, Delay, Force Majeure
The service provider may involve subcontractors or transfer the assignment fully or partially to third parties.
The client may object to this if legitimate interests are affected.
Timelines start only after all legal, technical, and design-related issues are clarified and the client has fulfilled their obligations.
Delivery and performance timelines are only binding if explicitly agreed in the contract.
If the service depends on upstream suppliers, deadlines apply only if timely supply is received. This does not apply where the provider is at fault.
Force majeure or disruptions (e.g. riots, strikes, or lockouts) not caused by the provider, which temporarily prevent service delivery, extend the delivery time accordingly. If the delay exceeds two weeks or if the client’s interest in the service objectively ceases earlier, the client may withdraw from the contract.
§5 Client Obligations
The client must inform the provider of all relevant laws and regulations prior to service commencement. Legal review is not performed by the provider; this is the client’s responsibility.
The client must provide necessary materials in due time (e.g. platform access, passwords, guidelines, logos, templates).
Materials must be in a common, usable digital format. The client ensures required usage rights, including duplication, distribution, and editing rights. Legal compliance must be checked by a lawyer, not the provider.
If the client provides materials (e.g. text, image, or audio files) that infringe third-party rights, they must indemnify the provider on first demand, including legal costs.
The client is responsible for adequate data backups, particularly before the project starts. The provider is not liable for data loss if proper backups were not made.
The client agrees that their name and logo may be used as a reference.
The client may not hire or solicit employees or subcontractors of the provider for two years. In case of breach, a penalty of €5,000 applies per incident. Additional damages may be claimed.
§6 Default of Acceptance and Client Liability
If the client delays acceptance, they must continue to pay until contract termination. The provider will deduct saved costs or alternative income.
If required information or access is missing, the provider may delay work. Downtime caused by the client is billable if no alternative work is possible.
If the client breaches their duty to cooperate, they bear additional costs. The provider is not liable for damages caused by insufficient cooperation or incorrect data.
§7 Rights to Work Results
If rights arise from the provider’s work, the client receives a simple license for contractual use. Broader rights (e.g. reproduction, public display, editing) must be paid separately.
If the provider holds copyright, they must be named as the author unless agreed otherwise.
§8 Termination
If a fixed term is agreed, early termination is excluded. If no extension is agreed after expiration, the contract becomes indefinite and may be terminated under §8(2).
Without a fixed term, either party may terminate the contract with four weeks’ notice to the end of the month. Extraordinary termination rights remain unaffected.
If the client terminates, the provider’s services up to that point are billed proportionally. The client must also cover unavoidable, proven costs directly related to the canceled service (e.g. data backup).
§9 Liability
The provider is liable for intent, gross negligence, injury to life, body, or health, or under the Product Liability Act without limitation.
For minor negligence, the provider is not liable unless essential obligations are violated. In such cases, liability is limited to foreseeable damages.
Further liability is excluded. This also applies to employees, agents, and subcontractors. No reversal of the burden of proof occurs through this clause.
§10 Deterioration of Client’s Financial Standing
If the provider becomes aware of financial difficulties after contract signing, they may demand full payment or security before continuing work.
If the client is in default, the provider may suspend services. If the client fails to pay or provide security within a reasonable period, the provider may terminate the contract for cause.
§11 Confidentiality
The provider is only obliged to keep information confidential if it is explicitly marked as confidential by the client.
This obligation does not apply if the information becomes public without the provider’s fault, was developed independently, or must be disclosed by law or authority.
§12 Mediation
In case of disputes, the parties must first seek an amicable solution. If unsuccessful, mediation is required before legal action. Emergency legal action is excluded.
If mediation is requested, both parties must agree on a mediator within eight days. If no agreement is reached, a legal mediator (preferably one offering online mediation) will be appointed by the bar association. Mediation shall be in German unless otherwise agreed.
Legal proceedings may only begin if: (a) both parties agree to end mediation, (b) further talks are refused, (c) the mediator declares failure, or (d) no agreement is reached within 3 months, unless extended.
Costs of failed mediation are split equally. Any legal fees from failed mediation may be claimed in later legal proceedings, subject to the court’s ruling.
§13 Data Protection
As the data controller, the provider ensures that collection, storage, use, and deletion of personal data comply with applicable laws. Data is shared only as needed with third-party partners (e.g. subcontractors, hosting providers).
The client has the right to request information about stored data and to revoke consent at any time. Upon revocation, data will be deleted unless required by law or the contract.
§14 Jurisdiction and Place of Performance
If the client is a business, the provider’s place of business is the place of jurisdiction. The provider may also sue at the client’s location.
Unless stated otherwise, the place of performance is the provider’s place of business.
