General Terms and Conditions
This English version is a convenience translation. In the event of any discrepancy, the German version of these General Terms and Conditions shall prevail.
Version: March 2024
1. General | Scope
1.1 These General Terms and Conditions (“GTC”), in the version valid at the time the respective contract is concluded, form part of all contracts for agency services (“Project Contracts”) between 2besales GmbH, Lena-Christ-Str. 2, 82031 Grünwald, Germany (“Agency”) and its contractual partners (“Clients”).
1.2 These GTC also apply to future contracts between 2besales GmbH and Clients without 2besales GmbH having to refer to them in each individual case.
1.3 These GTC apply exclusively. Clients’ general terms and conditions only become part of the contract if 2besales has expressly agreed to their validity in writing.
1.4 Where the term “in writing” is used in these GTC, the electronic exchange of copies of handwritten signed documents or simple emails is sufficient, unless these GTC require a stricter form.
1.5 Legally relevant declarations made by Clients to 2besales GmbH after conclusion of the contract require at least text form within the meaning of Section 126b of the German Civil Code (BGB) to be effective (a simple email is sufficient), unless expressly stated otherwise in these GTC.
1.6 Unless expressly agreed otherwise, services provided by 2besales GmbH under a Project Contract are services within the meaning of Sections 611 et seq. BGB.
2. Conclusion of contract
2.1 Offers made by 2besales GmbH are subject to change and non-binding.
2.2 A Project Contract is concluded when a Client signs an offer sent by 2besales GmbH in writing or by email and designated as such (“Offer Confirmation”).
3. Services provided by 2besales
3.1 Clients may commission 2besales on a project basis to optimise and manage the LinkedIn profiles of clients and their managing directors.
3.2 Achieving the Client’s economic business objectives is the sole responsibility of the Client. 2besales is not responsible for the economic or other success or any other effect of advertising measures and gives no guarantees or other assurances in this respect.
4. Client obligations | Duty to cooperate
4.1 Timely cooperation by the Client is essential for 2besales GmbH to perform the contractual services. In particular, Clients shall provide 2besales GmbH, free of charge, in good time and in full, with all information (e.g. product information, social media login details) and support required for the proper performance of the services, and shall provide 2besales with all information required for the performance of a Project Contract in good time and in full. This applies in particular to data essential to the contract, product information and templates.
4.2 Clients are obliged to provide 2besales with the declarations required for the performance of Project Contracts, in particular approvals and authorisations, in writing (a simple email is sufficient) in such good time that 2besales’ workflow and the further performance of the project are not delayed or impaired.
5. Commissioning of third parties
5.1 As a matter of principle, neither 2besales GmbH nor the Client is authorised to legally represent the other party vis-à-vis third parties. If 2besales GmbH is authorised by the Client in an individual case (including verbally), 2besales is entitled to legally represent the Client to that extent.
5.2 Third parties are generally commissioned (a) by the Client in the Client’s name and for the Client’s account, OR (b) by 2besales in the name and for the account of 2besales (the cost reimbursement provision in Clause 6.3 applies).
5.3 Notwithstanding Clause 5.2, in individual cases and subject to written agreement between 2besales GmbH and the Client (a simple email is sufficient), third parties may be commissioned either (a) by the Client in the Client’s name and for the Client’s account or (b) by 2besales GmbH in the name and for the account of 2besales GmbH.
5.4 Irrespective of how third parties are commissioned, communication with the commissioned third parties and the issuing of instructions to third parties is generally carried out by 2besales GmbH.
6. Remuneration | Reimbursement of costs
6.1 For the provision of the agreed services, 2besales receives remuneration in accordance with the rates agreed in the respective Project Contract.
6.2 2besales GmbH is entitled to request reasonable advance payments from the Client. This applies in particular where 2besales GmbH commissions third parties in its own name in accordance with Clause 5.2.
6.3 Clients are obliged to reimburse 2besales GmbH for all costs of orders placed by 2besales with third parties in its own name in accordance with Clause 5.2.
6.4 Clients shall reimburse 2besales GmbH to a reasonable extent for costs and expenses of any travel, insofar as such costs are necessary for the provision of services by 2besales GmbH and insofar as the costs concerned have been agreed in advance between 2besales and the Client.
7. Terms of payment
7.1 All amounts payable to 2besales GmbH under a Project Contract are net amounts and are subject to statutory VAT.
7.2 2besales GmbH invoices the Client for the agreed services in advance.
7.3 Unless otherwise agreed, invoiced amounts are payable by the Client without deduction within 10 days of receipt of a proper invoice. Upon expiry of this period, the Client is in default even without a reminder and owes default interest at the statutory rate. 2besales GmbH reserves the right to claim further damages for default.
7.4 The monthly retainer is payable in advance at the beginning of each calendar month. The payment term is ten (10) days after receipt of the invoice. If the Client is in default with two (2) consecutive monthly retainer payments or with an amount equal to the retainer for two (2) months, the entire contract amount outstanding until the end of the agreed Project Contract becomes due for payment immediately.
8. Lawfulness of advertising measures | Third-party rights
8.1 In particular, 2besales GmbH is not liable for the admissibility of drafts and other work results under competition and trademark law, or for their registrability as trademarks.
8.2 Clients warrant that all content provided to 2besales GmbH for the performance of a Project Contract, in particular texts, images, graphics, music and video sequences, computer programs, drawings, database content, information and domains, is free from third-party property rights and that the Client and 2besales GmbH are entitled to use the relevant content and media for the performance of Project Contracts.
8.3 Clients undertake to fully indemnify 2besales GmbH, upon first request, against all claims asserted by third parties against 2besales GmbH in connection with the performance of a Project Contract due to the alleged infringement of third-party rights, and to compensate 2besales GmbH for any damages arising from such third-party claims (in particular legal costs).
9. Confidentiality
9.1 2besales GmbH and the Client shall keep secret any information that becomes known to them in the course of their cooperation, that is only accessible to a limited group of people and that, according to the will of the other party, is not to become known to the general public or is deemed confidential (“Confidential Information”), in particular business and trade secrets; they shall use such information only for the purposes of the cooperation and disclose it only to third parties bound by professional secrecy in order to protect their own rights. 2besales GmbH is entitled to disclose the Client’s Confidential Information to third parties to be commissioned or already commissioned, insofar as this is necessary for the fulfilment of its contractual obligations. 2besales is only entitled to disclose the Client’s Confidential Information to other third parties if the Client has given its prior written consent (a simple email or fax is sufficient).
9.2 2besales GmbH and the Client shall also impose such an obligation on their employees, insofar as they are involved in the performance of a Project Contract.
9.3 The obligation of confidentiality ends three (3) years after the termination of the last Project Contract existing between 2besales GmbH and the Client.
9.4 Confidential Information does not include information that (a) was already known to the other party at the time it was disclosed by one party, (b) becomes publicly known without a breach of the confidentiality obligation by either party, or (c) one party obtains from third parties without those third parties having breached a confidentiality obligation towards the other party.
10. Data protection
10.1 2besales GmbH and the Client shall comply with the data protection provisions applicable in each case when performing Project Contracts and ensure compliance by the persons they deploy.
10.2 Where required under the applicable data protection provisions, 2besales GmbH and the Client shall conclude a data processing agreement.
11. Standard of care | Liability
11.1 2besales GmbH fulfils its contractual obligations with the care of a prudent businessperson within the meaning of German civil law.
11.2 2besales GmbH is liable, irrespective of the legal grounds, in cases of intent and gross negligence.
11.3 In cases of simple negligence, 2besales GmbH is only liable (a) for damages resulting from injury to life, body or health and (b) for damages resulting from the breach of a material contractual obligation (i.e. an obligation whose fulfilment is essential for the proper performance of a Project Contract and on whose fulfilment the Client regularly relies and may rely). In the latter case, the liability of 2besales GmbH is limited to compensation for foreseeable damage typical of the contract.
11.4 Fault-based liability of 2besales GmbH – with the exception of intent – is limited to the amount of the remuneration payable by the Client under the relevant Project Contract.
11.5 Strict liability (liability without fault) of 2besales GmbH is excluded. Clause 11.2 remains unaffected.
11.6 Otherwise, the liability of 2besales GmbH is excluded.
12. Term and termination of Project Contracts
12.1 The term of a Project Contract is agreed between 2besales GmbH and the Client on a case-by-case basis.
12.2 The right to extraordinary termination of a Project Contract without notice for good cause remains unaffected.
12.3 If a Client terminates or cancels a Project Contract before it has been fully performed, the Client is obliged to reimburse 2besales for all costs incurred and to be incurred as a result up to that point, as well as any resulting loss of remuneration. In this case, the Client is also obliged to indemnify 2besales against all liabilities towards third parties. Any other statutory or contractual claims of 2besales GmbH remain unaffected.
13. Limitation period
13.1 Claims of the Client other than claims for defects, in particular claims arising from breaches of ancillary obligations, from pre-contractual liability or from a tort, become time-barred two (2) years after the statutory limitation period begins.
13.2 Claims of the Client under Clause 11.2 or 11.3 become time-barred in accordance with the statutory provisions.
14. Prohibition of set-off | Restriction of the right of retention | Prohibition of assignment
14.1 Clients may only set off their own claims against claims of 2besales or assert a right of retention insofar as the Client’s claims have been finally established by a court or are undisputed or acknowledged by 2besales GmbH.
14.2 Any assignment of the Client’s claims against 2besales requires the prior written consent of 2besales. 2besales GmbH will only refuse such consent for objective reasons. Section 354a of the German Commercial Code (HGB) remains unaffected.
15. Final provisions
15.1 There are no verbal side agreements.
15.2 Should any provision of these GTC be or become wholly or partially void, invalid, impracticable or unenforceable, the validity and enforceability of the remaining provisions of these GTC shall not be affected. 2besales GmbH and the Client are obliged to agree on a provision in place of the defective provision that, within the bounds of what is legally possible, comes closest to what the Client and 2besales GmbH would have agreed in accordance with the meaning and purpose of these GTC had they recognised the defect. This severability clause is not intended merely to reverse the burden of proof; rather, Section 139 BGB is excluded in its entirety.
15.3 The contractual relationships between 2besales GmbH and the Client, these GTC and all rights arising from or in connection with them are governed exclusively by German law, excluding its rules of private international law.
15.4 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship between 2besales GmbH and the Client and these GTC is Munich, Germany.
2besales
Version: March 2024
