General Terms and Conditions

(1) These General Terms and Conditions ("GTC") apply to all services provided by Systematio (Fabian Knecht – Sole Proprietorship), Owner: Fabian Knecht, Rothenburgstraße 38, 12163 Berlin, Germany ("Systematio") to entrepreneurs within the meaning of § 14 BGB ("Client").

(2) Conflicting or deviating conditions of the Client apply only if Systematio expressly agrees to their validity in text form (email is sufficient).

(3) Order of precedence of contract documents (in case of contradictions):

1. Individual contract/signed agreement (incl. service description/SLA/DPA),
2. Offer/service description/project plan from Systematio,
3. these GTC.

(4) These GTC also apply to follow-up orders, extensions, supplements, and additional services without the need for renewed reference.

(1) Systematio provides services partially in the areas of:

• Growth Marketing & Strategy Consulting
• Performance Marketing (Meta Ads, Google Ads, LinkedIn Ads)
• Lead Generation & Funnel Development
• Landing Pages & Web Design/Development
• Website Hosting & Domain Management
• Email Marketing & Outreach Campaigns
• Social Media Setup & Strategy
• UGC/Community Mobilization
• Google Business Optimization & Review Management
• Tracking & Analytics (GA4, GTM)
• Chatbots & Voicebots / Automations
• CRM Setup & Automations
• Content Creation & Copywriting
• and other digital marketing services

(2) Principle: Service Contract. Unless expressly agreed in writing as a contract for work, Systematio owes action, not a specific success (e.g. revenue, ROAS, leads, rankings, approvals by platforms, availability of third parties).

(3) Contract for Work only upon express agreement. If exceptionally a work is owed (e.g. "Website finished according to specification"), the regulations on acceptance/warranty in these GTC apply additionally.

(1) Offers from Systematio are non-binding unless designated as binding.

(2) A contract is concluded by:

• (a) written acceptance of an offer (text form is sufficient),
• (b) signing of a contract, or
• (c) commissioning/service call-off by the Client.

(1) The Client shall provide all necessary information, content, access, budgets, CI specifications, assets, product/service data, legal texts (imprint/privacy/cookie texts etc.), consents, and contact persons in a timely and complete manner.

(2) The Client is solely responsible for the accuracy, completeness, and legality of all provided information/content as well as for specifications/instructions (including claims, mandatory information, competition/trademark/copyright law).

(3) Insofar as Systematio creates drafts, ads, texts, creatives, tracking setups, automations, landing pages, websites, or bot scripts, it is the Client's responsibility to check them professionally, legally, and content-wise before use/go-live.

(4) Approval and Complaint Period: Deliveries/drafts/results are deemed approved if the Client does not object in text form with specific reasons within 14 calendar days after provision, provided no other date is agreed.

(5) No Liability after Approval: After approval or after expiration of the complaint period, Systematio assumes no liability for content errors, misinformation, spelling errors, mandatory information, inadmissible advertising statements, or other violations that go back to Client specifications, Client data, or omitted Client checks.

(1) Standard Process: Briefing → Concept → Implementation → Review → possibly Correction → Go-live.

(2) Correction Loops:

• (a) Fixed-price projects: max. 2 correction loops included, unless otherwise regulated in the offer.
• (b) Hourly-based projects: Corrections are always billed according to effort.

(3) If the Client does not comply with duties of cooperation, Systematio can postpone dates/deadlines appropriately. Additional costs are borne by the Client.

(4) Retainer despite Client delay: Retainer billing begins on the agreed start date regardless of delays by the Client.

(5) Priority Surcharge (Project Business): If the Client causes a delay and a maximum of 7 days remain until the agreed deadline from the occurrence of the delay, Systematio may charge a surcharge of 25% on the affected project remuneration, insofar as necessary for prioritization, or offer a new schedule.

(1) Systematio may use subcontractors, freelancers, and external service providers to fulfill the contract (e.g. designers, media buyers, developers, copywriters, SEO managers, photographers/videographers, legal/data protection consultants, printing service providers, digital service providers).

(2) The Client grants general consent for this.

(3) Communication with subcontractors basically takes place exclusively via Systematio, unless otherwise agreed in writing.

(1) Services may depend on third-party providers (including Google, Meta, TikTok, LinkedIn, Shopify, WordPress, Hostinger, HubSpot, Superchat, Make/Zapier, GA4/GTM, AI tools, email platforms). Systematio is not responsible for their availability, policies, price changes, blocks, checks, or approvals.

(2) Unless otherwise agreed, the Client maintains third-party provider contracts in their own name and bears license, usage, media, and tool costs.

(3) If accounts are exceptionally booked/managed by Systematio, the Client reimburses all costs; Systematio may demand advance payments.

(4) No liability for data loss/tracking failures/performance changes due to third-party updates, browser/OS changes, consent settings, or platform policies.

(1) No Guarantee for Performance (ROAS/Revenue/Leads/CPL/CAC/Ranking). Forecasts are non-binding.

(2) The Client is responsible for the legality of the advertised products/services, claims, landing pages, mandatory information, and proofs (esp. regulated industries/Health Claims).

(3) Account bans, ad rejections, policy violations, or restricted delivery are within the Client's risk area insofar as they go back to content, products, Client specifications, or platform decisions.

(1) Systematio may use AI tools and automations.

(2) AI outputs can be erroneous. The Client is obliged to check all outputs professionally and legally before use.

(3) Systematio is not liable for misinformation/inadmissible statements/legal violations from AI outputs, unless there is intentional or grossly negligent breach of duty by Systematio and the Client violates their duty to check.

(1) Remuneration results from the offer/contract. If an agreement is missing, billing is based on effort at an hourly rate of €110 net.

(2) Payment Method (Project Business):

• 50% down payment upon order placement
• 50% after delivery/acceptance

(3) Payment Method (Retainer/Continuing Obligation): Retainers are due monthly in advance.

(4) Payment Term: Invoices are due within 14 days of the invoice date.

(5) Third-party costs (Media Spend, Licenses, Plugins, Stock, Print/Production, Travel Costs) are billed as pass-through costs after prior approval.

(6) In case of default in payment, Systematio may suspend services after a reminder. In case of default of more than 30 days: Right of termination for good cause and/or switch to advance payment.

(7) Default interest and reminder costs to the extent permitted by law.

(8) Small Business Regulation: If Systematio claims the small business regulation according to § 19 UStG, the amounts shown do not contain VAT.

(1) In the case of work services, acceptance takes place after provision.

(2) If no acceptance or no significant, specific complaint of defects takes place within 14 days, the work is deemed accepted, provided no deviating deadline is agreed.

(3) Insignificant defects do not entitle to refusal of acceptance.

(1) Rights of use remain with Systematio until full payment.

(2) After payment, the Client receives – unless otherwise agreed – a simple, non-transferable, non-sublicensable right of use to the agreed extent/purpose. No transfer to third parties/other agencies without consent.

(3) Open files/source material are only owed if expressly agreed and possibly remunerated separately.

(4) Systematio may reuse generic know-how/templates/methods without disclosing confidential Client information.

(1) Systematio undertakes to treat all access data, passwords, and confidential information provided by the Client as strictly confidential and to use them exclusively for the fulfillment of the order.

(2) Disclosure to third parties does not take place unless this is necessary for service provision by subcontractors; they will be obligated accordingly.

(3) After project completion, access data will be deleted or returned at the request of the Client.

(1) Systematio may name the Client as a reference (Name/Logo/Project Description, possibly Screenshots), unless the Client objects in writing in advance.

(2) On request (in writing) also anonymized.

(1) In the case of work services: Notify defects immediately in writing.

(2) Initially supplementary performance; further claims only in accordance with liability.

(1) Unlimited in case of intent and gross negligence as well as in case of damages from injury to life, body, or health.

(2) In case of simple negligence only in case of breach of essential contractual obligations, limited to the typical, foreseeable damage.

(3) Liability Cap: As far as legally permissible, Systematio's liability – regardless of the legal ground – is generally limited to 25% of the net remuneration paid by the Client for the affected order. In the case of continuing obligations (Retainer), the net remuneration of the last 3 months before the occurrence of the damage is decisive.

(4) Excluded (as far as permissible): indirect damages, lost profits, production downtime, pure consequential financial damages, data loss (with missing/insufficient backups by the Client).

(5) No Liability for:

• (a) Content/statements/specifications of the Client,
• (b) Data protection/competition/IP violations from Client specifications or missing Client checks,
• (c) Decisions/Policies/availability of third-party providers/platforms,
• (d) Tracking/Measurement discrepancies (Consent/Browser/OS/Platform changes),
• (e) Bans/Rejections/Limitations of advertising accounts by platforms.

(6) Liability limitations also apply in favor of employees, representatives, and subcontractors.

The Client indemnifies Systematio and its vicarious agents from all claims of third parties (incl. reasonable legal defense costs) which are asserted due to

• (a) content provided by the Client,
• (b) Client specifications/instructions,
• (c) illegal products/claims, or
• (d) violation of checking/cooperation duties.

(1) The Client is the Controller within the meaning of the GDPR and ensures legal bases, information obligations, consent, deletion concepts, and data subject rights.

(2) Insofar as Systematio processes personal data on behalf, this takes place exclusively on the basis of a separate DPA according to Art. 28 GDPR. Without DPA, Systematio may refuse/suspend the service.

(3) The Client grants a general authorization for subcontractors; Systematio informs about significant changes and grants a reasonable right of objection, if necessary.

(4) Systematio does not provide legal advice; notes do not replace legal review by a lawyer.

(1) Project Business: The contract ends with fulfillment of the agreed services and full payment.

(2) Retainer/Continuing Obligation:

• Minimum term: 6 months
• Notice period: 4 weeks to the end of the month
• Automatic extension by 6 months each, unless terminated in due time

(3) Hosting: Term and termination according to separate hosting contract.

(4) Termination requires text form (email is sufficient).

(5) Handover/Export/Documentation according to effort at an hourly rate of €110 net.

(6) Hosting: After contract end, Systematio can delete data after a reasonable period (min. 30 days); Client is responsible for backup/export.

(7) The right to extraordinary termination for good cause remains unaffected.

(1) Systematio can adjust prices if cost increases (Personnel, Tools, Third-Party Providers, Inflation) require this.

(2) Notification in text form with reasonable lead time (min. 4 weeks); in case of objection right of termination at the time the adjustment becomes effective.

In case of force majeure (platform/provider failures, strike, official measures, cyber attacks etc.), deadlines are extended appropriately; claims for damages are excluded to this extent.

(1) German law applies excluding the UN Sales Convention.

(2) Place of Jurisdiction: Berlin, provided the Client is a merchant, legal entity under public law, or special fund under public law.

(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. Instead of the invalid provision, a valid regulation applies that comes closest to the economic purpose of the invalid provision.

(4) Changes and additions to these GTC require text form.

(5) These GTC are available in German and English. In case of discrepancies between the language versions, the German version shall prevail.