Terms of Service
1 — Scope of application
(1) All deliveries, services and offers of Massivleads LLC are exclusively based on these General Terms and Conditions. They are an integral part of all contracts concluded by Massivleads LLC with its contractual partners (hereinafter also referred to as "Customer") for the deliveries or services offered by it. They also apply to all future deliveries, services or offers to the Client, even if they are not separately agreed upon again.
(2) Terms and conditions of the client or third parties do not apply, even if Massivleads LLC does not separately object to their validity in individual cases. Even if Massivleads LLC refers to a letter or an e-mail which contains or refers to terms and conditions of the customer or a third party, this does not constitute an agreement with the validity of those terms and conditions.
2 — Services of Massivleads LLC / Cooperation of the Client
(1) Massivleads LLC provides consulting and agency services for coaches and consultants, especially in the field of online marketing, sales optimisation and enquiry generation manually as well as in the form of digital services (SaaS). Unless expressly agreed otherwise in writing, Massivleads LLC does not owe the provision of a concrete entrepreneurial success on the part of the customer.
(2) The customer shall always provide the cooperation incumbent upon him completely and in due time upon first request. If the customer omits an act of cooperation and thus prevents the provision of services by Massivleads LLC, the claim for remuneration of Massivleads LLC remains unaffected.
(3) With regard to the services to be provided by Massivleads LLC to the customer, Massivleads LLC has a right to determine the performance.
(4) Massivleads LLC is entitled to have services owed to the customer also performed by vicarious agents / subcontractors and also other third parties.
(5) Massivleads LLC points out that providers such as Facebook and Google are entitled to stop / discontinue advertising campaigns at any time without giving reasons. Massivleads LLC is not responsible for such actions. In these cases, Von Massivleads LLC claim to remuneration remains unaffected. We also explicitly point out that algorithms of advertising providers such as Facebook, Instagram and Google are secret and subject to permanent further development/change and that these are not known.
(6) The agreed remuneration of Massivleads LLC in relation to agency services does not include a budget for any advertising campaigns. The client has to provide this budget separately.
(7) Massivleads LLC does not guarantee a specific number of client requests and a specific quality of advertising campaigns launched for the client within the framework of commissioned agency services.
(8) The customer is solely responsible for the legal conformity of any advertising campaigns and implementations (advertisements, direct mail, websites, imprint, data protection declarations, etc). In this respect, Agentur mit System shall be released from any liability and shall act exclusively within the framework of the existing order with the Customer.
(9) The participation in so-called calls within coaching services takes place exclusively on the dates determined in advance by Massivleads LLC. Rebooking is excluded, unless the reasons for hindrance originate from the sphere of Massivleads LLC.
(10) The customer must always ensure the technical requirements for the use of any consulting services of Massivleads LLC. This includes in particular a sufficient internet connection, a camera and audio capable computer as well as its compatibility with common chat and video clients (e.g. Zoom).
(11) If on-site appointments become necessary within the scope of the services of Massivleads LLC, expenses incurred in this context (travel costs, overnight stays, meals, etc.) are not included in the agreed remuneration unless otherwise agreed and shall be borne by the client to the usual extent.
3 — Formation of contracts
(1) The contract between Massivleads LLC and the customer can be concluded by telephone, in writing or in text form, as well as the conclusion of the Massivleads LLC online service Massivleads. By purchasing a subscription, you automatically agree to the terms and conditions set forth herein. Contracts concluded by telephone will be recorded by Massivleads LLC after the customer has given his consent.
(2) In case of conclusion of the contract by telephone, the customer will receive an order confirmation from Massivleads LLC upon request, which, however, is not constitutive for the conclusion of the contract.
4 — Services subject to acceptance
(1) The services of Massivleads LLC are generally subject to service contract law. If services are subject to acceptance or if an agreed service is exceptionally subject to the law on contracts for work and services and thus also subject to acceptance, the following paragraphs 2-10 shall only apply in relation to these services.
(2) Massivleads LLC can demand an acceptance of the partial performance from the customer after completion of the respective partial performance and additionally an overall acceptance of all performances after execution of all adjustment performances.
(3) The acceptance of the services requires a functional test by the customer. The functional test shall be deemed to have been successfully performed if the adaptation services meet the agreed requirements.
(4) If the functional test is carried out successfully, the acceptance shall be declared immediately. Massivleads LLC may request the customer for partial or total acceptance by setting a deadline of one week. It shall be deemed accepted upon expiry of the deadline if the customer has not declared in writing to Massivleads LLC which defects still need to be remedied. A defect report will be prepared by the customer and handed over to Massivleads LLC. The risk of transmission lies with the customer. The software service Massivleads is excluded from this. Any defects are only to be communicated to Massivleads LLC. Massivleads LLC excludes liability for any damages. The user has the right to terminate the subscription at any time.
(5) If defects are detected during the functional test, Massivleads LLC is obliged and entitled to further process and eliminate them. The services of Massivleads LLC for the elimination of defects are to be remunerated according to the time spent, if they exceed two time hours or are outside the contractually defined iteration loops. This also applies to services for the elimination of defects that are discovered after acceptance. In this respect, an hourly rate customary in the industry for a management consultancy shall be applied.
(6) In the event of a significant defect, Massivleads LLC is entitled to remedy the defect three times within a reasonable period of time to be set by the customer. The time spent in this respect is to be remunerated separately by the customer, paragraph
(5) applies accordingly. Insignificant defects in the (partial) performance shall not prevent acceptance.
(7) If there is a dispute between the parties as to whether there is a significant or insignificant defect in a work, an expert publicly appointed by a chamber of industry and commerce shall be heard on the matter before legal action is taken. The customer is obliged to pay in advance the reasonable remuneration of the expert to be called. If the called expert determines the existence of a significant defect in the work, Massivleads LLC will reimburse the customer for the expenses incurred in this respect. If an acceptance meeting has taken place between Massivleads LLC and the customer, all services stipulated in the contract shall be deemed to have been fulfilled and fully accepted by the customer without significant or insignificant defects.
(8) The (partial) service to be accepted by Massivleads LLC shall also be deemed accepted if the customer does not declare acceptance of the respective (partial) service in writing within 7 working days upon request by Massivleads LLC.
(9) Further claims of the customer, in particular for reimbursement of the necessary expenses for the removal of the defects, damages and reimbursement of futile expenses do not exist. (10) Insofar as the defects leading to the extraordinary termination of the contract do not constitute significant defects in the aforementioned sense, the customer shall also not be entitled to reclaim parts of the remuneration.
5 — Payments, prices, conditions
(1) The prices stated and communicated by Massivleads LLC are binding. The communicated prices are net plus statutory value added tax, if levied.
(2) Payment for the services of Massivleads LLC will be made immediately after the invoice has been issued. Payment for the services of Massivleads LLC is generally due upon conclusion of the contract, unless the offer of Massivleads LLC states otherwise. A (SEPA) direct debit authorisation granted to Massivleads LLC is also valid for the further business relationship until revoked.
(3) If direct debit is agreed with Massivleads LLC as payment method, the customer has to grant Massivleads LLC a SEPA direct debit mandate. For this purpose, the sample in the appendix to these GTC can be used.
(4) Massivleads LLC will issue a proper invoice to the customer (if applicable by a vicarious agent), showing the value added tax (if applicable).
(5) In the event that agreed direct debits cannot be collected from the customer's account and a chargeback occurs, the customer is obliged to transfer the amount owed to Massivleads LLC within three working days after the chargeback and to bear the costs caused by the chargeback. (6) Offsetting with counterclaims is only mutually permissible if the respective other contracting party has acknowledged the offsetting or this has been legally established. The same applies to the exercise of a right of retention by a contracting party.
6 — Termination, Term
(1) The contract term shall be determined individually by the parties in the main contract.
(2) Any free termination rights of the customer before the expiry of the contract term are excluded.
(3) Terminations must be in writing to be effective.
(4) The right to extraordinary termination shall always remain unaffected.
7 — Default / extraordinary termination
(1) Deadlines for the provision of services by Massivleads LLC do not begin until the invoice amount has been received by Massivleads LLC and, as agreed, the data necessary for the services have been received in full by Massivleads LLC or the necessary cooperation has been provided in full.
(2) If the customer is in arrears with due payments, Massivleads LLC reserves the right not to perform further services until the outstanding amount has been settled.
(3) If the customer is in default with at least two payments due to Massivleads LLC in case of payment by instalments, Massivleads LLC is entitled to terminate the contract extraordinarily and to stop the services. Massivleads LLC will claim the entire remuneration due until the next ordinary termination date as damages.
8 — Fulfilment
(1) Massivleads LLC will perform the agreed services according to the offer with the necessary care. Massivleads LLC is entitled to use the help of third parties for this purpose without limitation.
(2) The customer is aware that Massivleads LLC owes the provision of services and not the production of a work, unless otherwise explicitly agreed in writing. Upon request of the customer Massivleads LLC will provide information about the services provided under the contract within a reasonable period of time.
(3) If Massivleads LLC is prevented from providing the agreed services and the reasons for the impediment originate from the sphere of the customer, the claim for remuneration of Massivleads LLC remains unaffected.
9 — Behaviour and consideration
The customer shall ensure the usual conduct of a bona fide businessman towards Massivleads LLC. We reserve the right to pursue any unlawful and/or improper or unfounded 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.
10 — Third party property rights
The client warrants that working materials (e.g. photos) provided to Massivleads LLC are free of third party rights or that the necessary permissions for the purposes of the main contract have been obtained. The customer indemnifies Massivleads LLC in this respect from any claims of third parties.
11 — Rights of use
(1) After payment, the customer receives a right of use with regard to the work and service results created and provided by Massivleads LLC. Performance and work results in the sense of the underlying contract are all work or services or parts thereof created by Massivleads LLC for the customer (e.g. all information, documents, evaluations, know-how acquired in the course of the performance of the order, advertisements, drawings, materials, specifications, program drafts, (electronic) files, data collections, individual software including related documentation, manuals and IT systems in the form of source codes or in any other form). As long as work results have not been completed, the corresponding partial results shall be deemed to be work results within the meaning of this contract.
(2) Paragraph 1 shall apply exclusively under the reservation that the customer has paid the remuneration due to Massivleads LLC according to the main contract in full.
(3) The transfer of the work and service results to third parties (including affiliated companies) is excluded.
12 — Liability
(1) Massivleads LLC is liable for damages - regardless of the legal grounds - only for intent and gross negligence. In case of simple negligence Massivleads LLC is only liable for
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the violation of an essential contractual obligation (obligation, the fulfilment of which enables the proper execution of the contract in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, the liability is limited to the compensation of the foreseeable, typically occurring damage.
(2) Within the limits of paragraph 1, Massivleads LLC is not liable for loss of data and programmes. The liability for loss of data is limited to the amount of the typical restoration costs that would have been incurred if back-up copies had been made regularly and in accordance with the risk. Liability under the Product Liability Act shall always remain unaffected, as shall liability for the assumption of a guarantee.
13 — Right of revocation
Entrepreneurs and merchants are not entitled to a statutory right of withdrawal within the framework of contracts entered into with Massivleads LLC. Massivleads LLC does not grant such a right on a contractual basis.
14 — Final provisions
(1) Deviations from these GTC are only effective if Massivleads LLC and the customer have made a corresponding individual contractual agreement. Such agreements shall in any case take precedence over these GTC. The confirmation of Massivleads LLC is decisive for the content of such agreements.
(2) The laws of the State of Wyoming shall apply exclusively. Place of performance is the registered office of Massivleads LLC. The exclusive commercial place of jurisdiction is the registered office of Massivleads LLC (currently: Wyoming).
Terms and Conditions: 2022 © Reproduction prohibited