§ 1 SCOPE
(1) The following General Terms and Conditions (GTC) apply to all contracts that TRUE GmbH concludes with its customers, if this involves an entrepreneur, a legal entity under public law or a special fund under public law (hereinafter referred to as “customer” or “client”).
(2) TRUE GmbH does not conclude contracts with consumers within the meaning of § 13 BGB. When concluding a contract with TRUE GmbH, the customer assures that he is acting as an entrepreneur in accordance with § 14 BGB or as a merchant under HGB.
(3) These terms and conditions apply exclusively. Divergent, conflicting or supplementary general terms and conditions of the customer will only become part of the contract if and to the extent that TRUE GmbH has expressly agreed to their validity. This consent requirement applies in any case, for example even if TRUE GmbH starts providing the services without reservation in knowledge of the customer's terms and conditions.

§ 2 SERVICES PROVIDED BY TRUE GMBH/ CUSTOMER INVOLVEMENT
(1) TRUE GmbH provides the customer with standardized or individual, online-based consulting and marketing services, depending on the booking. Unless otherwise expressly agreed in writing, TRUE GmbH does not owe the provision of a work. In particular, TRUE GmbH is not responsible for whether the customer can achieve higher sales rates as a result of the consulting & marketing service.
(2) If a measurable goal is set in the sense of generating a number of leads or sales, this is not a success to be achieved directly through the activity in the sense of a work in accordance with Section 631 et seq. of the German Civil Code, but the hoped-for measurable goal.
(3) If a separate remuneration has been agreed for the achievement of a specific success of a consulting/advertising measure through, for example, a performance variable remuneration based on lead value by TRUE GmbH, this is therefore paid as a performance-related bonus. However, there is no claim to achieve concrete success in principle.
(4) The customer must always provide the cooperation incumbent upon him in full and in due time. If the customer fails to cooperate and thus prevents the provision of services by TRUE GmbH, the compensation claim of TRUE GmbH remains unaffected and the period for achieving the agreed goal is extended by the period that TRUE GmbH was prevented from providing the service due to the customer's non-involvement, plus a reasonable period of time to resume service provision.
(5) With regard to the services to be provided by TRUE GmbH to the customer, TRUE GmbH has the right to determine services in accordance with Section 315 BGB.

§ 3 CONCLUSION OF CONTRACTS
(1) The contract between TRUE GmbH and the customer can be concluded by telephone (video chat, telephone, etc.) or in writing and via e-signing.
(2) Contracts between TRUE GmbH and the customer are concluded by telephone through consistent declarations of intent.

§ 4 PAYMENTS, PRICES, CONDITIONS
(1) The prices stated and reported by TRUE GmbH are binding. The prices given are net plus statutory value added tax.
(2) Payment for the services provided by TRUE GmbH is made immediately after the invoice has been issued. The remuneration of TRUE GmbH's services is generally due upon conclusion of the contract, unless the offer from TRUE GmbH states otherwise. The exact payment terms are set out in the respective offer or the associated invoice. A (SEPA) direct debit authorization granted to TRUE GmbH is also valid for the further business relationship until further notice.
(3) If SEPA direct debit is agreed between the parties as a payment method, the customer must issue a written SEPA direct debit mandate to TRUE GmbH after conclusion of the contract. The following sample must be used by the customer:
TRUE GmbH, Am Eisenbrand 36A, 40667 Meerbusch and their vicarious agents are authorized to make recurring, due payments from my account:
IBAN:... (please enter) to be collected using a SEPA base direct debit. At the same time, I instruct my bank to redeem the direct debits drawn into my account by TRUE GmbH, Am Eisenbrand 36A, 40667 Meerbusch and their vicarious agents. I can request reimbursement of the debited amount within eight weeks, starting from the debit date. The conditions agreed with my bank apply for payments by direct debit using the SEPA basic direct debit procedure.
First name and last name of the account holder
Account holder's street and house number
Zip code and city
Credit institution (name and BIC)
IBAN:
Location, date
Account holder's signature
(4) TRUE GmbH issues the customer a proper invoice showing sales tax (possibly through vicarious agents).
(5) In the event that agreed direct debits cannot be withdrawn from the customer's account and a chargeback is made, the customer is obliged to transfer the amount owed to TRUE GmbH within three working days of the chargeback and to assume the costs caused by the chargeback by the bank.
(6) The offsetting with counterclaims is only permitted if the other contractual partner has acknowledged the offsetting or this has been legally established. The same applies to the exercise of a right of withholding by a contracting party.
(7) TRUE GmbH is also entitled to have due claims collected from third parties (Stripe, PayPal, Digistore24, Copecart, etc.).

§ 5 TERMINATION, TERM
(1) The contract has the minimum term specified in the main contract. If no minimum term has been specified in the main contract, this is 3 months. After the minimum term, the contract can be terminated with a notice period of four weeks to the end of a calendar month, unless otherwise agreed.
(2) An ordinary right of termination during the term is excluded. An ordinary right of termination in the period between the conclusion of the contract and the start of service (start time of support) is also excluded.
(3) Terminations must be made in writing in order to be effective.

§ 6 DELAY/WITHDRAWAL
(1) Deadlines for the provision of services by TRUE GmbH do not begin before the invoice amount has been received by TRUE GmbH and, as agreed, the data necessary for the services has been provided in full by TRUE GmbH or the necessary cooperation has been completed in full.
(2) If the customer is in arrears with due payments, TRUE GmbH reserves the right not to perform further services until the outstanding amount has been settled.
(3) If, in the case of payment in installments, the customer is in default of at least two payments due to TRUE GmbH, the entire remaining remuneration is due by the next ordinary termination date. TRUE GmbH is also entitled to discontinue the services and to terminate the contract extraordinarily.
(4) Any free termination rights of the customer are excluded.

§ 7 FULFILMENT
(1) TRUE GmbH will perform the agreed services in accordance with the offer with the necessary care. TRUE GmbH is entitled to use the help of third parties for this purpose.
(2) The customer is aware that TRUE GmbH owes the provision of services and not the production of a work, unless otherwise and explicitly in writing. At the customer's request, TRUE GmbH will provide information about the services provided under the contract within a reasonable period of time.
(3) If TRUE GmbH is prevented from providing the agreed services and the impediments originate from the customer's sphere, TRUE GmbH's claim for compensation remains unaffected.

§ 8 THIRD PARTY PROPERTY RIGHTS/ EXEMPTION
(1) Insofar as the customer provides TRUE GmbH templates/information or the like for use in designing advertising measures, the customer assures that he is entitled to issue and use these templates/information. TRUE GmbH is not obliged to check the content provided by the customer, in particular not with regard to a possible infringement of third-party property rights. The customer is liable for any violations of third-party property rights.
(2) If TRUE GmbH provides the customer with third-party content, in particular content for which TRUE GmbH has licenses, it will notify the customer before acceptance. Should the customer decide to use this content on the online presence, TRUE GmbH is not liable for this.

§ 9 RIGHTS OF USE
(1) TRUE GmbH is entitled to use protected brands, logos, names or other business features of the customer as well as its own service or parts of it as a reference for its own services and for advertising purposes; this also applies beyond the time of termination of the contract.
(2) TRUE GmbH grants the customer a simple, non-exclusive, transferable, sub-licensable and time-unlimited right of use for all services provided on the basis of the contract.
(3) In this case, the customer grants TRUE GmbH a simple, non-exclusive, non-transferable, non-sublicensable and time-unlimited right of use to the effect that TRUE GmbH may use the work as part of advertising its own website and services. The granting of rights includes all known and unknown forms of offering opportunities on the Internet and also outside the Internet, in particular in print media.
(4) The transfer of work and performance results to third parties (including affiliated companies) is excluded. The same applies to processing in accordance with § 23 UrhG.

§ 10 LIABILITY
(1) TRUE GmbH is liable — except in cases of violation of essential contractual obligations (cardinal obligations), injury to life, body or health or claims under the Product Liability Act — only for intent and gross negligence. Significant contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract. This also applies to vicarious or vicarious agents of TRUE GmbH.
(2) Events of force majeure which significantly impede or make it impossible to provide the service and the customer's failure to comply with obligations to cooperate entitle TRUE GmbH to postpone the fulfilment of its obligations for the duration of the hindrance and for a reasonable start-up period. Strikes, lockouts and similar circumstances that directly or indirectly affect TRUE GmbH are equivalent to force majeure.
(3) TRUE GmbH is also entitled to postpone the fulfilment of its obligations for a reasonable period of time if the employee responsible for the project or vicarious and/or assistants booked separately for the project cannot be used for a certain period of time due to illness. TRUE GmbH will inform the customer of this fact and the new completion date.
(4) The customer is aware that third-party providers such as Facebook or Google, etc. are entitled to delete/remove individual advertising campaigns from their offers at any time in accordance with their guidelines. TRUE GmbH is not liable for such a procedure.

§ 11 DATA PROTECTION AND DATA SECURITY
(1) The customer assures that when transmitting personal data to TRUE GmbH, it complies with the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).
(2) The customer releases TRUE GmbH from liability for violations of the GDPR and the BDSG as part of the execution of the main contract, unless TRUE GmbH is responsible for these violations.

§ 12 FINAL PROVISIONS
(1) Deviations from these terms and conditions are only effective if they have been agreed in writing. Individual agreements made with the customer in individual cases, including ancillary agreements, additions and amendments) have priority over these terms and conditions in any case. A written contract or written confirmation from TRUE GmbH is decisive for the content of such agreements.
(2) The law of the Federal Republic of Germany applies, excluding the UN Sales Convention. The place of fulfilment is the registered office of TRUE GmbH. The sole place of commercial jurisdiction is the registered office of TRUE GmbH.

Status: March 2024