Terms and conditions

§ 1 Scope

1. These General Terms and Conditions (GTC) apply to all contracts between Sebastian Vogt, Eduard-Thöny-Str. 12, 86919 Utting, Germany, trading as “GROWIS” (hereinafter “GROWIS”), and its clients.
2. The offer of GROWIS is aimed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), i.e. natural or legal persons who, when concluding the contract, act in the exercise of their commercial or independent professional activity. This includes freelancers and practices. GROWIS does not conclude contracts with consumers.
3. Deviating, conflicting or supplementary terms of the client only apply if GROWIS expressly agrees to their validity in text form. This also applies if GROWIS provides services without reservation in the knowledge of such terms.

§ 2 Conclusion of the contract and contractual components

1. The intro call is free of charge and without obligation. It does not create any obligation for the client or for GROWIS.
2. GROWIS submits an individual proposal to the client by email or as a PDF. Information on the website does not constitute a binding offer.
3. The contract is concluded when the client signs the proposal digitally or pays the setup fee stated in the proposal, whichever happens first.
4. The contractual components, in the following order of precedence, are: (a) the individual proposal including the service description, (b) any data processing agreement, (c) these GTC. In the event of contradictions, the higher-ranking document prevails.

§ 3 Services in the appointment service

1. GROWIS designs and runs advertising campaigns on platforms such as Meta and Google with the aim of arranging appointments between the client and prospects (hereinafter “appointment service”).
2. The appointment service includes in particular: strategy and audience analysis, connecting the client's calendar, reminders to prospects before booked appointments, ongoing optimisation of the campaigns, reporting and, where agreed, the technical handling of paid first appointments via a payment service provider.
3. The specific scope of services, the fees and the type and handling of payments are set out in the individual proposal.
4. GROWIS decides at its own professional discretion on platforms, the allocation of the ad budget, ad design, audiences and the tools used. GROWIS is entitled to use vicarious agents and service providers to perform the services.

§ 4 Legal nature, no success owed

1. The appointment service is a service contract. GROWIS owes the professional performance of the agreed services, but not a specific number of appointments, enquiries, orders or revenue.
2. Whether the prospects arranged conclude contracts with the client is outside the sphere of influence of GROWIS.
3. If GROWIS promises a guarantee in the proposal, this is a voluntary, additional commitment. The conditions, scope and consequences of the guarantee are set out exclusively in the proposal. A guarantee only exists if it is expressly confirmed in the proposal.

§ 5 Client's obligations to cooperate

The client is obliged

• to provide the information, content and approvals required for the service within the agreed deadlines,
• to connect their calendar and keep sufficient free appointment slots available,
• to attend arranged appointments personally and punctually,
• to be reachable for prospects within the time agreed in the proposal,
• to set up and keep active an account with the payment service provider named by GROWIS, where paid first appointments have been agreed,
• to ensure that they hold the necessary rights to all content provided, in particular photos, logos and texts,
• to ensure that the offer they advertise is lawful and complies with the policies of the platforms used.

If the client fails to fulfil their obligations to cooperate, or does so incompletely or late, agreed deadlines are extended appropriately. In this case, GROWIS is entitled to pause the services until the cooperation has been made up. Any guarantee promised lapses. Further claims of GROWIS remain unaffected.

§ 6 Payment processing and contracts with prospects

1. If paid first appointments have been agreed, the prospects' payments are processed via a payment service provider. The terms of the payment service provider, which the client accepts when setting up the account, additionally apply to the client's account.
2. The prospects' contractual partner is exclusively the client. GROWIS does not become a party to the contracts between client and prospect and owes no service to prospects.
3. The client is solely responsible for the proper performance of their services towards prospects, for invoices, taxes and compliance with the legal obligations applicable to them.

§ 7 Rights to campaigns and work results

1. All work results created or used by GROWIS within the appointment service remain with GROWIS. These include in particular ad accounts, campaigns, ads, texts, graphics, videos, landing pages, forms, pixels, audiences, campaign data, automations and templates.
2. The client acquires neither ownership of nor rights of use to these work results, not even after the end of the contract. There is no right to their surrender.
3. Content provided by the client remains their property. For the duration of the contract, the client grants GROWIS the simple right to use, edit and publish this content on the platforms for the agreed services.
4. The know-how, methods and system of GROWIS are trade secrets of GROWIS.

§ 8 Takeover

1. A transfer of ad accounts, campaigns, landing pages or other work results to the client (“takeover”) is only possible on the basis of a separate agreement against separate remuneration.
2. The client has no right to the conclusion of such an agreement. The scope, remuneration and process of a takeover are determined on a case-by-case basis.

§ 9 Advertising platforms

1. The platforms decide independently on the approval, delivery, restriction and blocking of ads and accounts and can change their policies at any time. GROWIS has no influence on this.
2. GROWIS is not responsible for delays or restrictions based on decisions of the platforms. In such cases, GROWIS will make reasonable efforts to find a solution.

§ 10 Remuneration and payment

1. The type, amount and due date of the remuneration as well as the handling of the ad budget are set out in the individual proposal. All amounts are exclusive of statutory VAT.
2. If the client is in default of payment, GROWIS is entitled, after prior notice in text form, to pause the services until the amount has been settled in full. The obligation to pay remains unaffected. The statutory default interest and the flat-rate default charge pursuant to § 288 BGB apply.
3. The client may only set off against claims that are undisputed or have been finally established by a court.

§ 11 Term and termination

1. The term, minimum term and renewal of the contract are set out in the individual proposal.
2. Notices of termination must be given in text form (e.g. email).
3. The right of both parties to extraordinary termination for good cause remains unaffected. Good cause for GROWIS exists in particular if the client is more than two weeks in default with payments, repeatedly breaches obligations to cooperate, or if their offer violates laws or platform policies.
4. When the contract ends, GROWIS stops the campaigns. The rights to the work results are governed by the sections “Rights to campaigns and work results” and “Takeover”.

§ 12 Exclusivity

In principle, GROWIS is entitled to work for other companies in the same industry or region as well. Exclusivity for a region or industry only exists if it is expressly agreed in the proposal.

§ 13 Responsibility for content and indemnification

The client indemnifies GROWIS against claims by third parties based on content provided by the client or the offer they advertise infringing the rights of third parties, laws or platform policies. The indemnification also covers the reasonable costs of legal defence.

§ 14 Liability

1. GROWIS is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee given.
2. In the event of a slightly negligent breach of an essential contractual obligation, liability is limited to the damage typical for the contract and foreseeable at the time the contract was concluded. Essential contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the client may regularly rely.
3. Otherwise, liability for slight negligence is excluded.
4. The above limitations also apply in favour of the vicarious agents of GROWIS.

§ 15 Data protection and data processing

Insofar as GROWIS processes personal data of prospects on behalf of the client within the appointment service, the parties conclude a data processing agreement pursuant to Art. 28 GDPR. Otherwise, the privacy policy of GROWIS applies.

§ 16 Confidentiality

1. The parties treat all confidential information of the other party that becomes known to them in the course of the cooperation as confidential and use it only for the purposes of this contract.
2. Confidential information includes in particular the proposal, the terms, the remuneration and billing models, the campaign structures and the know-how and methods of GROWIS.
3. The obligation of confidentiality continues beyond the end of the contract.

§ 17 Non-solicitation

The client undertakes, during the term of the contract and for twelve months after its end, not to actively poach or directly engage any employees, freelancers or partners of GROWIS who were involved in performing the services for them.

§ 18 Communication

The parties communicate primarily by email and via the agreed messenger services. Declarations for which these GTC require text form may also be made this way.

§ 19 Final provisions

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
2. If the client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is Frankfurt am Main, Germany.
3. Amendments and additions to the contract must be made in text form.
4. Should any provision of these GTC be or become invalid, the validity of the remaining provisions remains unaffected.