General Terms and Conditions

A General Part

1. Scope

1.1 These Terms Of Service (hereinafter: TOS) apply to all offers made by M2L Agency GmbH, Schleißheimer Straße 93A, 85748 Garching (hereinafter: M2L).

1.2 All offers of M2L are exclusively directed to entrepreneurs in the sense of § 14 BGB (hereinafter: Customer).

1.3 If M2L has not made other arrangements with the Customer, either in an individual contract or in the context of other written agreements, only these TOS shall apply to the contractual relationship between the parties. Any other TOS of the Customer are expressly rejected. The inclusion of deviating TOS of the Customer requires the written consent of M2L.

1.4 When applying these TOS, the provisions of the general part shall apply unless there are deviating provisions in the special part.

2. M2L's Services

2.1 M2L offers services and agency services in the field of Online marketing. These include in particular search engine marketing (SEM), performance marketing, affiliate marketing, Retargeting, social media marketing (SMM), display marketing and influencer marketing. In addition, M2L also offers training in the area of affiliate marketing.

2.2 The specific scope of services is governed by the individual contract concluded between the Customer and M2L as well as by the relevant special section of these TOS.

2.3 The services listed under "Range of Services" in the individual contract are the typical individual services possible under the respective type of contract. These may vary in each individual case, depending on the specific project requirements and the Customer's instructions and assignments. The concrete services, in particular their scope and frequency, shall be determined by M2L depending on the project requirements at its own discretion and depending on the requirements of the Customer.

3. Conclusion of contracts

3.1 M2L shall prepare a concept according to the Customer's requirements. On the basis of this concept, the parties shall conclude an individual agreement in which the Customer's objectives as well as the measures to be taken by M2L in order to achieve the objective shall be specified.

3.2 The individual agreement between M2L and the Customer shall be concluded by the Customer accepting M2L's offer in text form (letter, fax, e-mail).

3.3 Offers are valid for a period of 14 days.

4. Owed success

4.1 M2L does not owe any success within the scope of the marketing services offered. Insofar as the parties have not expressly agreed on certain parameters as binding targets in the individual agreement, these are non-binding targets.

4.2 Insofar as the parties have agreed on binding performance-related parameters in individual contracts with regard to a specific ranking, the agreed targets shall be deemed to have been achieved if the website optimized by M2L has reached the agreed ranking position at least once. Only search results displayed in connection with a specific search query that are unpaid shall be taken into account.

4.3 In the event that the parties have agreed by individual contract on a success owed elsewhere, M2L shall inform the customer as soon as the success has been achieved. If the customer does not object within seven days, the corresponding service shall be deemed to have been accepted.

4.4 M2L shall neither owe a successful bidding strategy nor guarantee that a budget specified by the Customer will be fully utilized.

5. Contract term / termination

5.1 The term of the contract shall be determined by the agreement made between the parties in the individual contract.

5.2 If the parties have agreed on the provision of recurring services (continuing obligations), the initial term shall be 24 months, unless otherwise stipulated in the individual agreement. Term contracts shall automatically renew for an additional twelve months unless terminated no later than three months prior to the end of the contract term.

5.3 The option of extraordinary termination for good cause remains unaffected. An extraordinary reason shall be deemed to exist in particular if one party culpably breaches its obligations under this agreement. Insofar as it is not unreasonable under the specific circumstances, the party in breach of duty shall be granted a period of 30 days to remedy the situation.

5.4 Good cause shall be deemed to exist in particular if insolvency proceedings are opened against the assets of one of the parties or if insolvency proceedings are rejected due to lack of assets. Good cause shall also be deemed to exist if the customer is in default of payment of the agreed remuneration for two months and M2L has sent a reminder to no avail.

5.5 The termination must be in writing (letter, fax, e-mail) to be effective.

6. Change of the agreed scope of services

6.1 If the customer wishes to change the agreed scope of services, they shall notify M2L of this in writing (letter, fax, email). Upon receipt of the change request, M2L shall review the request. After review, M2L shall inform the customer whether the change request can be complied with or not.

6.2 Within the scope of the review, M2L shall consider in particular the feasibility, the effects on the already existing services, the adherence to deadlines, the duration of the contract and/or the remuneration.

6.3 M2L shall not be obliged to comply with the Customer's change requests.

6.4 Requests for changes within the meaning of this contract shall be understood to mean changes to the originally agreed scope of services in the form of additional or reduced effort and/or a change to the contract term that were not the subject of the original agreement between the parties.

7. Obligations of the Customer

7.1 The customer is obliged to provide all necessary cooperation so that M2L can provide the contractually owed service. This provision applies in particular to the provision of access data to accounts, information, and documents that are necessary for M2L to provide its services.

7.2 The customer is obliged to treat any access data received from M2L during the term of the contract as confidential and to take appropriate security measures. If access data provided by M2L (for whatever reason) is lost, becomes known to unauthorized third parties, or is no longer secret for any other reason, the customer is obliged to inform M2L immediately.

7.3 Upon request, the customer is obliged to name a responsible contact person with the necessary expertise who is responsible for contractual issues. M2L must be informed immediately of any changes to the contact person.

7.4 The customer is obliged to make backup copies of all information and data received from M2L in the course of the execution of the contract and to store them. M2L may request the data from the customer at any time.

7.5 The Customer shall ensure that its Internet presence is always accessible and functional. The same applies to the legality of its product or service offering, as well as its Internet presence.

7.6 The customer is obliged to inform M2L immediately of any changes to its offer and the associated prices, insofar as these changes are subject to the contractual agreement between the parties. The customer shall also inform M2L as soon as products are no longer available.

7.7 Insofar as the customer provides M2L with content and/or information, the customer assures that this is free of third-party rights and that the customer is authorized to use it, and that it does not violate applicable law. In the event that claims are asserted against M2L by third parties on the basis of content or information provided and/or suggested by the customer, the customer shall indemnify M2L against such claims (including legal defense costs).

7.8 If variable budgets for third-party costs (e.g., costs for advertising platforms) have been agreed upon between the parties in individual contracts, the customer is obligated to notify M2L of the budget for the upcoming billing period in writing in a timely manner, at least three business days before the start of the billing period. This budget shall be deemed agreed until notification of a deviating budget. If the Customer does not notify M2L of a budget for the upcoming billing period, the minimum budget agreed in the individual contract shall be deemed agreed upon.

7.9 If the customer fails to fulfill its obligations to cooperate, M2L shall be released from its obligation to perform during this period without having to offer the services separately. The claim for remuneration for this period shall remain valid.

7.10 The provision of services by M2L requires seamless and uniform planning, which can be impaired by uncoordinated measures by the customer itself or third parties. Against this background, it is necessary with regard to the unimpaired provision of services that the customer does not carry out any competing online marketing measures or measures comparable to the services of M2L or have them carried out by third parties during the term of the contract without the consent of M2L. This does not apply to measures that were already known to M2L at the start of the contract. M2L's consent must be given in writing (also by e-mail or fax).

8. Rights of M2L

8.1 In order to fulfill its contractual obligations, M2L may use the services of third parties (e.g., Google, Yahoo, affiliate networks, publishers), unless otherwise specified in individual contracts. M2L is not obligated to monitor the respective third-party providers, unless otherwise specified in individual contracts.

8.2 Unless otherwise agreed by the parties in the individual contract, M2L shall be permitted to use the Customer's property rights, in particular trademarks, company logos as well as names within the scope of the performance of the contract.

8.3 Insofar as it is necessary for the fulfillment of the contract, M2L is permitted to transmit information and data of the Customer to the third party in the context of using the services of third parties.

8.4 Insofar as property rights arise in the work results of M2L, in particular copyrights, design rights as well as other intellectual property rights, M2L shall transfer a simple right of use to the Customer at the time the work results arise, which is limited in time until the termination of the cooperation.

8.5 M2L is entitled to name the customer as a reference. To this end, M2L is also entitled to depict the customer's trademarks and logos on its own website, in social media appearances, and in other advertising materials on a non-exclusive basis.

9. Remuneration

9.1 All prices and costs are to be understood as net amounts plus the applicable statutory value added tax.

9.2 If M2L provides services in agreement with the customer that go beyond the scope of the contractual obligation, or if the agency provides services that have only become necessary due to breaches of duty or obligation by the customer, the agency shall receive additional appropriate remuneration for this. Unless otherwise expressly agreed, M2L shall charge an hourly rate of EUR 120.00 plus the statutory value added tax.

9.3 M2L is entitled to reimbursement of reasonable expenses. These include in particular costs for third-party services, media budgets, travel expenses, etc.

9.4 Invoices for remuneration and expenses are issued monthly. Unless otherwise stated, invoice amounts are due for payment immediately from the invoice date. If the customer defaults on payment, M2L is entitled to suspend or pause the provision of services for the period of default. In this case, the claim to further remuneration shall remain unaffected. The assertion of further damages, e.g. default interest, remains unaffected.

10. Liability

10.1 M2L shall be liable for intent and gross negligence. M2L shall be liable for slight negligence for damage resulting from injury to life, body, or health, as well as in the event of a breach of material contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely on.

10.2 In cases of slight negligence, M2L's liability is limited to the amount of the typical and foreseeable damage.

10.3 The above provisions shall also apply in favor of the managing directors, executive staff, employees and vicarious agents of M2L.

10.4 In the event of system failures, M2L's liability is limited to the amount of the remuneration that would have been incurred during the period of the system failure.

10.5 In the event that services of third parties are used within the framework of the performance of the contract, M2L shall not be liable for ensuring that the services of third parties always function without interruption or error. M2L does not guarantee that the services of third parties will comply with the legal requirements (e.g., data protection law) for the intended purpose. The customer is responsible for having a legal review carried out by a suitable lawyer.

10.6 M2L shall not be liable for any impairment of its offers that are due to causes for which M2L is not responsible. This includes, in particular, force majeure, actions of third parties not acting on behalf of M2L, or system failures outside the sphere of M2L, such as Internet outages.

11. Data protection and confidentiality

11.1 The parties undertake to keep confidential all information that has become known to them in the course of the contractual relationship. In particular, the customer is prohibited from disseminating, publishing or making known to third parties in any manner whatsoever any information and/or data that has become known to it within the scope of the contractual relationship, as well as from using such information and/or data for activities that are not related to the individual contract concluded between the Parties.

11.2 Customer undertakes to ensure that, with respect to data and information transmitted by M2L to third parties and/or processed by M2L or third parties within the scope of performance of the contract, the statutory provisions, in particular the GDPR with respect to the transmission of data to non-EU countries, are complied with.

12. Other provisions

12.1 Rights and obligations arising from the contractual relationship existing between the parties cannot be assigned without a written agreement.

12.2 The customer shall not be entitled to set off claims by M2L against their own claims. This shall not apply to claims by the customer that are undisputed or have been legally established.

12.3 The Customer is not entitled to exercise a right of retention that has not arisen on the basis of the individual contract concluded between the parties.

13. Changes of the TOS

M2L reserves the right to amend these General Terms and Conditions at any time without giving reasons. M2L will notify the Customer of changes to these TOS by e-mail or letter. If the Customer does not object to the changes within two weeks of receipt of the change notification, the changes are considered agreed upon. The right of objection and the legal consequences of silence will be pointed out to the Customer separately in the notification.

14. Final Provisions

14.1 The contract concluded between the Customer and M2L shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

14.2 The place of performance for obligations arising from the contract concluded between the parties shall be Munich, unless the parties have agreed otherwise in individual contracts.

14.3 To the extent permissible, the Parties agree that Munich shall be the place of jurisdiction for disputes arising from the contractual relationship.

14.4 The parties have not entered into any verbal side agreements. Amendments, supplements and/or additions to this contract must be made in writing in order to be valid. This shall also apply to any amendment of this clause itself.

14.5 Should any provision of these General Terms and Conditions and/or the individual agreement concluded between the parties be or become invalid or void in whole or in part, this shall not affect the validity of the remainder of the contract. The parties undertake to replace the invalid or void provision with a provision that comes closest in legal and economic terms to what was intended. This shall also apply in the event that provisions of these TOS and/or the individual agreement concluded between the parties require interpretation or supplementation, as well as in the event of loopholes.

B Special Part

1. Affiliate Marketing

1.1 In the context of commissioning affiliate services, M2L shall be entitled to demand advances from the Customer which are necessary for charging the account in affiliate networks.

1.2 Unless the parties have agreed otherwise in individual contracts, the customer will receive a monthly report. The report shall list the most important KPIs (e.g. views, clicks, sales or revenue).

1.3 If releases of payments to third parties (e.g., publisher remuneration) have been agreed by the customer on the basis of the reports, the Customer has one week from receipt of the respective report to declare the release. After expiry of the deadline, the payments shall be deemed to have been released.

2. Search engine marketing

2.1 If the Customer commissions M2L with search engine marketing (SEM) services, this commission shall be exclusive. The Customer shall not be entitled to commission other service providers with the same or similar services at the same time without M2L's consent.

2.2 M2L shall not be liable for the infringement of third party rights, in particular trademark and/or name rights, arising from the use of keywords, regardless of whether the keyword was suggested by Customer or by M2L. Customer shall be obliged to check whether any keywords violate the rights of third parties.

3. Influencer Marketing

3.1 M2L endeavors to find a suitable influencer for the customer. Success is not owed by M2L.

3.2 M2L is not liable for any infringements of rights committed by the procured influencer. In particular, M2L is not obliged to monitor the influencer.