General Terms and Conditions (GTC) - AGB

Part I - General regulations

§1 Scope of application

(1) If you (hereinafter: "Customer" or "Client") receive from us, CLAMS Consulting Limited, 16 Middleborough, Colchester, CO1 1QT, United Kingdom
- newsletters / mailings;
- and/or make use of services;
- and/or enter into agency or consultancy contracts;
the exclusive application of these General Terms and Conditions of Business (GTC) is agreed by us. We do not permit the use of our offers without prior acceptance of our GTC.

(2) Before using our services, you confirm that you are an entrepreneur and that you are using our services or entering into agency agreements with us in this regard exclusively for the purpose of establishing or expanding your (ancillary) commercial activity.

(3) All agreements made between you and us in connection with the respective agency contract result from these terms and conditions and from individual agreements with you.

(4) The version of our General Terms and Conditions of Business (GTC) valid prior to the use of our services shall be authoritative.

(5) We do not accept any deviating terms and conditions of the customer. This also applies if we do not expressly object to their inclusion.


§2 Subject matter of contract

(1) Within the framework of an agency contract, we offer our customers in particular the service of online marketing, to place adverts on social platforms for them, the creation of individualised advertising texts (copywriting), the individualised creation of websites, as well as the participation and implementation of consulting services. The services are provided and delivered to the client digitally. In special cases over multimedia, video-based, or by telephone. Depending on your booking, the advisory services are standardised or individualised. The respective service description results directly from our offers.

(2) We provide services for the coustomer in the area of online marketing, advertising texts (copywriting), the creation of websites as well as digital consulting services. Unless expressly agreed otherwise in writing, we do not owe the provision of a work in this respect either. The client is aware that we do not owe any success in this respect. If separate remuneration is agreed for the achievement of a specific success of an advertising measure, this shall be paid as a performance-related bonus. In principle, however, there is no claim to the achievement of a specific success.

(3) With regard to the contents of an agency contract entered into with us, we shall have the right to determine the performance.

(4) The client is obliged to cooperate within the framework of the contractual relationship. He shall perform the necessary acts of cooperation immediately upon our first request.


§3 Conclusion of contract

(1) The presentation and advertising of our services on our websites, brochures or within advertisements (for example on Facebook) does not constitute a binding offer to conclude a contract with us.

(2) The conclusion of the contract between us and the customer can take place by telephone (video chat, telephone, etc.) or in writing. If the contract is concluded by telephone, the customer shall not be entitled to receive the contents of the contract from us again in written form, unless otherwise agreed.

(3) Contracts between us and the customer are concluded by telephone through concurrent declarations of intent. The customer agrees that we may record the telephone conversation with him and/or the respective video chat for purposes of proof and documentation.

(4) We will immediately confirm the receipt of your orders and orders placed via our websites / video chat by e-mail. Such an e-mail does not constitute a binding acceptance of the order unless, in addition to the confirmation of receipt, the acceptance is declared at the same time. This is particularly the case if you are granted immediate access to your order (for example by access to the password-protected participant platform).

(5) If it is not possible to provide the services you have ordered, for example for technical reasons, we will refrain from issuing a declaration of acceptance. In this case, a contract is not concluded. We will inform you of this immediately and, if applicable, immediately refund any consideration already received.


§4 Prices and Provision of services

(1) All prices quoted by us are net prices and do not include the statutory value added tax.

(2) Our services shall be provided at the times specified in the agency contract with the client.

(3) Unless otherwise agreed with us, the client shall be obliged to perform in advance. The agreed remuneration shall be due immediately upon conclusion of the contract.


§5 Termination, Term

(1) The contract is firmly concluded for the term agreed in the respective agency contract.

(2) Unless otherwise agreed between us and the client, the contract term shall be automatically extended by the duration of the initial term in each case. Unless one of the contracting parties has terminated the contract no later than 4 weeks before the expiry of the initial term of 6 months or no later then 3 months before expiry of the initial term of 12 months or the extended term (= notice period). Terminations must be made in writing to be effective.

(3) Early / free termination rights of the customer within the contract term are excluded.

(4) The right to terminate without notice for good cause remains unaffected.

(5) In the event of premature termination by the customer for good cause, our claim to remuneration shall remain unaffected. The customer retains the right to prove that we have incurred no damage or significantly less damage.


§6 Default

(1) Deadlines for the provision of services by us shall not commence until the invoice amount has been received by us in full and the data required for the services are available to us in full as agreed or the necessary cooperation has been provided in full.

(2) If the customer is in arrears with due payments, we reserve 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 arrears with a payment due to us, we are entitled to terminate the contract extraordinarily and to discontinue the services. We shall claim the total remuneration due by the next ordinary termination date as compensation. Saved expenses shall be deducted.


§7 Fulfilment

(1) We shall perform the agreed services in accordance with the offer with the necessary care. We are entitled to use the assistance of third parties / service providers for this purpose.

(2) It is agreed that, unless otherwise explicitly agreed in writing, we owe the performance of services and not the production of a work.

(3) If we are prevented from providing the agreed services and the reasons for the hindrance originate from the sphere of the customer, the claim to remuneration on our part remains unaffected.


§8 Conduct and Consideration

(1) The customer shall ensure the usual conduct of a bona fide businessman towards us. We reserve the right to pursue any unlawful and/or improper or factless statements about our company and our services, whether by customers, competitors or other third parties, in particular untrue statements of fact and defamatory criticism, under civil law and, moreover, to bring criminal charges against them without prior notice.

(2) When participating in our services, the customer shall promote the smooth progress thereof in terms of content, and shall ensure this through commercially adequate conduct towards us and any other participants. However, if the customer impairs the operation of our services through unreasonable behaviour, we will request the customer once to stop the impairment. In the event of repetition, we shall then be entitled to exclude the customer from our services temporarily or permanently. Our claim to remuneration in these cases remains unaffected.


§9 Rights of use

(1) We have exclusive copyright to all images, videos, texts, databases etc. published by us (e.g. on Facebook or on password-protected platforms). Any use of this content is not permitted without our consent.

(2) The customer shall receive a simple right of use with regard to the content stored by us in the password-protected member area exclusively for the duration of the contract term. This right of use serves to implement the contract concluded individually with the customer.

(3) The customer shall be granted access and logins to our programmes, contents and platforms exclusively for the duration of the booked contract term and, as a rule, on a strictly personal basis. Passing on the provided accesses, login data and the contents of our member platforms to third parties not authorised by us vis-à-vis the customer is strictly prohibited. In the event of infringements of the aforementioned obligation, an appropriate contractual penalty, the amount of which is to be determined by us at our reasonable discretion depending on the programme and which in individual cases may amount to up to 10,000.00 Pound Sterling, shall be deemed to have been forfeited to us. Access by members of the customer's staff / employees is generally permissible, but must be expressly approved and confirmed by us to the customer.

(4) By using our member platforms, the customer agrees to the evaluation of the individual user behaviour and the collection of the associated data (also IP and MAC address), which may have personal reference, on the respective platform by our company and the use of corresponding software for the duration of the contract term.

(5) The violation of our trade and business secrets as well as our copyrights will always be prosecuted under civil law and reported under criminal law to the competent investigating authority.

(6) The customer shall not receive any right of use with regard to advertising texts / advertisements published by us on our websites or within forums / groups.


§10 Terms of payment, SEPA Direct Debit, Invoice

(1) The remuneration for our services is generally due in full upon conclusion of the agency contract, unless the individual contractual agreement with the client states otherwise.

(2) You may choose to transfer the price owed to one of our specified accounts, grant us a (SEPA) direct debit authorisation or pay by credit card. In the case of a (SEPA) direct debit mandate issued or payment by EC / Maestro or credit card, we will arrange for your account to be debited at the earliest at the time stipulated in para. 1. A (SEPA) direct debit authorisation granted to us shall also apply to further orders until revoked.

(3) Payment for the booked services / consultations is only possible by way of advance payment using the SEPA direct debit procedure. For this purpose, you are obliged and declare your consent to send us a written SEPA direct debit mandate signed by you immediately after the telephone call to:

contact@clamsconsulting.com (in advance) and CLAMS Consulting Limited, 16 Middleborough, Colchester CO1 1QT, United Kingdom (by post afterwards).

For this purpose, the following sample is to be used by you:

I authorise CLAMS Consulting Limited, 16 Middleborough, Colchester CO1 1QT, United Kingdom, represented by Director Stefan Neuss, and its agents, to make recurring payments due from my account to the following account IBAN ... .

By means of a SEPA core direct debit. At the same time, I instruct my bank to honour the direct debits drawn on my account by CLAMS Consulting Limited, 16 Middleborough, Colchester CO1 1QT, United Kingdom. I may request a refund of the debited amount within eight weeks from the date of debit. The terms and conditions agreed with my bank for payments by direct debit in the SEPA Core Direct Debit Scheme shall apply.

First name and surname of the account holder
Street and house number of the account holder
Postcode and town
Credit institution (name)

BIC

IBAN

Place, date
Signature of the account holder

(4) Entrepreneurs and merchants will receive an invoice for the booked services upon request (e-mail).


§11 Liability

(1) We shall be liable to you in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.

(2) In other cases, we shall only be liable - unless otherwise stipulated in para. 3 - in the event of a breach of a contractual obligation, the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which you as the customer may regularly rely, and this shall be limited to compensation for the foreseeable and typical damage. In all other cases, our liability is excluded subject to the provision in para. 3.

(3) Our liability for damages arising from injury to life, body or health and under the Product Liability Act shall remain unaffected by the above limitations and exclusions of liability.

(4) Within the scope of his duties to cooperate, the customer is obliged to provide us exclusively with such image / video / sound material that is free of third party rights. In this respect, the customer shall fully indemnify us from any claims of third parties due to the infringement of intellectual property.


§12 Right of cancellation

We only enter into agency contracts with entrepreneurs. There is no right of cancellation for contracts entered into by telephone with entrepreneurs.


§13 Data protection, Consent to data processing and Contacting

(1) The protection of personal data is our top priority. We therefore provide separate information in our Privacy Policy about the collection, storage and processing of personal data as well as the rights of the data subjects in this regard. You confirm that you have read our Privacy Policy before using our services and that you agree with it.

(2) You revocably consent to being contacted by our company by means of remote communication (e.g. e-mail, SMS, telephone, messenger services). If you object to being contacted by us, you must send us an email to this effect to: contact@clamsconsulting.com.

In your objection e-mail, you must state all contact options via which we are no longer permitted to contact you. We will not be held responsible for any incompleteness in this respect. The actual receipt of your e-mail by us is decisive.

(3) You revocably consent to the storage and processing of all personal data you leave with us (e.g. application form: Name, address, telephone number, e-mail address, personal interests, financial circumstances, hobbies, character questions). You revocably consent to the use of cookies within our services, to the evaluation, storage and aggregation of your user behaviour as well as to the processing and transmission of your personal data and user profiles left with us for marketing and advertising purposes to third party companies from non-EU / EEA countries).


§14 Severability

Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.


§15 Applicable law, Place of jurisdiction

(1) The language of the contract shall be English.

(2) This Agreement will be governed by and construed in accordance with the laws of the United Kingdom.

(3) The courts in London, United Kingdom, shall have exclusive jurisdiction for all disputes between us and the customer arising from the contractual relationship. However, we are also entitled to bring our claims against the customer at the customer's general place of jurisdiction.

Copyright © - Reproduction prohibited.

Last Modified 17th March 2023.