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 and Systematio has informed the Client upon provision of the approval effect of their silence.

(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) Roles and Responsibility: Insofar as Systematio designs, sets up, or operationally executes email, messenger, or comparable outreach campaigns (including cold outreach) for the Client, sending takes place in the name, on behalf, and in the interest of the Client and regularly via the Client's systems, accounts, and domains. The sender of the messages in the legal sense as well as the Controller under data protection law (Art. 4 No. 7 GDPR) is the Client.

(2) Legal Permissibility: The Client is solely responsible for the legal permissibility of the campaigns, in particular for the existence of required consents or other legal bases pursuant to § 7 UWG (German Act against Unfair Competition) and Art. 6 GDPR, the permissibility of addressing the selected target groups, the legality of contact and lead lists used (including insofar as these were researched or prepared by Systematio according to the Client's specifications and approved by the Client), as well as compliance with imprint, information, and unsubscribe obligations.

(3) Execution Bound by Instructions: Within the scope of such campaigns, Systematio acts as a service provider bound by the Client's instructions. A legal review of the permissibility of the campaigns, target groups, or contact lists by Systematio does not take place and is not owed; Systematio does not provide legal advice.

(4) Indemnification: The Client indemnifies Systematio and its vicarious agents from all third-party claims asserted in connection with such campaigns — in particular warning letters under competition law (§ 7 UWG), claims by competitors as well as consumer and competition associations, and data protection claims by data subjects (including Art. 82 GDPR) — in each case including the reasonable costs of legal defense. To the extent legally permissible, the indemnification also covers regulatory fines and procedural costs imposed on Systematio due to the execution of campaigns commissioned and approved by the Client. The indemnification does not apply insofar as the violation is based on intentional or grossly negligent conduct by Systematio and is not attributable to specifications, instructions, lists, or approvals of the Client.

(5) Right of Refusal and Suspension: Systematio is entitled to refuse or suspend the execution or continuation of campaigns if, in Systematio's assessment, significant legal risks exist (e.g. missing consents, unclear origin of contact data, official or judicial objections). Systematio's claim to remuneration remains unaffected insofar as the Client is responsible for the underlying circumstances.

(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) The remuneration – including the applicable hourly rate – results from the offer or contract and may be agreed individually for each Client and each order. If an agreement is missing, billing is based on effort at an hourly rate of €120 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) All amounts are net plus the applicable statutory value-added tax (VAT).

(9) Set-off/Retention: The Client may only set off claims that are undisputed or have been finally adjudicated. Rights of retention are available to the Client only for counterclaims arising from the same contractual relationship.

(10) Variable/Performance-Based Remuneration: If variable remuneration is agreed (e.g. per lead, appointment, or closing), the measurement basis is the tracking systems and reports of Systematio or the contractually agreed attribution logic. Objections to a statement must be raised in text form with specific reasons within 14 calendar days of receipt of the report; otherwise the statement is deemed approved, provided Systematio has indicated this deadline and the approval effect in the report.

(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 and Systematio has informed the Client upon provision of the acceptance effect of their silence.

(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. The objection is possible at any time with effect for the future (text form is sufficient).

(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, in case of damages from injury to life, body, or health, in case of claims under the German Product Liability Act, and to the extent of guarantees assumed.

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

(3) Liability Cap: In the cases of paragraph 2, Systematio's liability is limited in total to the net remuneration owed by the Client for the affected order. In the case of continuing obligations (Retainer), the net remuneration of the last 12 months before the occurrence of the damage is decisive.

(4) In case of simple negligence, liability for indirect damages, lost profits, production downtime, and pure consequential financial damages is excluded. For the recovery of data, Systematio is liable in case of simple negligence only up to the amount of effort that would have been required with proper, regular data 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) The limitations of paragraphs 2 to 5 do not apply in the cases of paragraph 1.

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

(1) 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.

(2) The special indemnification for outreach campaigns pursuant to § 9 para. 4 remains unaffected.

(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) Data Transfer to Advertising Platforms: The Client alone, as Controller, is responsible for the upload and selection of customer or prospect data to advertising platforms (e.g. Custom Audiences at Meta or Google); the Client ensures the required legal basis. Insofar as joint controllership with platform operators (Art. 26 GDPR) arises, the conclusion of corresponding agreements is the Client's responsibility.

(5) Consent in Funnels and Forms: Consent and privacy texts in funnels, lead forms, and on landing pages (including the design of double-opt-in procedures) are provided or approved by the Client; their legal review is the Client's responsibility.

(6) 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 the agreed hourly rate, alternatively at the hourly rate pursuant to § 11 para. 1.

(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.

(8) Exclusion of § 627 BGB: The right to termination at any time pursuant to § 627 BGB (German Civil Code) is excluded.

(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.

(3) A price adjustment pursuant to paragraph 1 is permissible at most once per contract year.

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.