Terms and Conditions

Version: April 2025 1 Scope of Application (1) The following General Terms and Conditions (GTC) apply to all contracts concluded between Vertikal Viral Media Consulting GmbH and its customers, provided the customer is an entrepreneur, a legal entity under public law, or a special fund under public law (hereinafter referred to as "Customer" or "Client").

(2) Vertikal Viral Media Consulting GmbH does not conclude contracts with consumers as defined in Section 13 of the German Civil Code (BGB). The Customer warrants that, upon entering into a contract with Vertikal Viral Media Consulting GmbH, they are acting as an entrepreneur pursuant to Section 14 of the German Civil Code (BGB) or as a merchant pursuant to the German Commercial Code (HGB).

(3) These GTC apply exclusively. Any differing, conflicting, or supplementary terms and conditions of the customer shall only become part of the contract if and to the extent that Vertikal Viral Media Consulting GmbH has expressly agreed to their validity in writing. This requirement of written consent applies in all cases, including, for example, when Vertikal Viral Media Consulting GmbH begins providing services without reservation, even with knowledge of the customer's terms and conditions.

2 Services provided by Vertikal Viral Media Consulting GmbH / Customer cooperation (1) Vertikal Viral Media Consulting GmbH supports companies in increasing their online visibility and acquiring skilled workers and customers through the production and distribution of content – ​​particularly on social media – as well as through targeted advertising.

(2) In addition, Vertikal Viral Media Consulting GmbH creates mobile-optimized landing pages that ensure a user-friendly application process or sales funnel.

(3) The services offered generally constitute service contracts. No specific outcome, such as a concrete number of applications, leads, or sales, is guaranteed. The client bears the costs for advertising on platforms such as Meta, Google, or LinkedIn.

(4) The client must always perform all required cooperation actions completely and promptly upon first request. If the client fails to cooperate and thereby prevents Vertikal Viral Media Consulting GmbH from providing the services, the right to payment remains unaffected.

(5) The client will provide all content, materials, and information necessary for the provision of services upon request.

(6) If the customer fails to comply with their obligations to cooperate, deadlines will be extended accordingly.

(7) Vertikal Viral Media Consulting GmbH is entitled to have services performed by third parties.

3 Formation of Contracts (1) Contracts can be concluded remotely (e.g., via video chat or telephone) or in writing.

(2) In remote transactions, the contract is formed by mutual agreement.

4 Payments, Prices, Terms and Conditions (1) Prices are net prices, excluding statutory VAT.

(2) Payment is due immediately upon receipt of the invoice.

(3) For payments by direct debit, the customer must issue a written SEPA mandate. A sample form is available upon request.

(4) Invoices are properly issued with VAT shown.

(5) Chargebacks are at the customer's expense. The amount must be transferred within 3 business days.

(6) Set-offs are only permitted for undisputed or legally established claims.

(7) Vertikal Viral Media Consulting GmbH is entitled to have claims collected by third-party providers (e.g. Digistore24, Copecart, PayPal etc.).

5 Termination, Term (1) The minimum term is determined by the main contract, but is at least 3 months.

(2) Notices of termination must be in writing.

(3) The right to extraordinary termination remains unaffected.

(4) Unrestricted termination rights are excluded.

6 Default / Withdrawal (1) Services commence upon receipt of payment and provision of all necessary data.

(2) In the event of default of payment, services may be suspended.

(3) In the event of default on at least two installments, Vertikal Viral Media Consulting GmbH may terminate the contract without notice. The entire remuneration up to the next regular termination date may be claimed as damages.

(4) The customer's right to terminate the contract at will is excluded.

7 Performance (1) The services will be performed diligently in accordance with the offer. Vertikal Viral Media Consulting GmbH may utilize the assistance of third parties in this process.

(2) If Vertikal Viral Media Consulting GmbH is prevented from performing the services due to circumstances within the client's sphere of responsibility, the right to payment remains.

8 Conduct & Respect The client undertakes to treat Vertikal Viral Media Consulting GmbH with respect. Untrue statements, defamatory criticism, or inappropriate remarks will be prosecuted under civil and, if applicable, criminal law.

9 Rights of Use (1) The customer receives all rights of use arising in connection with the production exclusively, freely transferable, without any temporal, spatial, or content-related restrictions.

(2) This applies only upon full and timely payment.

(3) In the case of payment by installments, rights of use are transferred only upon full payment.

(4) Transfer to third parties or modification pursuant to Section 23 of the German Copyright Act (UrhG) is prohibited.

10 Liability (1) Vertikal Viral Media Consulting GmbH is liable only for intent and gross negligence, except for damages to life, body, and health, or breaches of essential contractual obligations (cardinal obligations).

(2) In these cases, liability is limited to typical, foreseeable damages. No liability is assumed for data loss due to a lack of data backup.

(3) No liability is assumed for the deletion or blocking of advertising campaigns by third-party providers such as Facebook, Google, and LinkedIn.

(4) The customer is responsible for approving the content of advertising campaigns. The customer is solely liable for their content.

11 Data Protection and Data Security (1) The customer assures that they will comply with the legal requirements (GDPR, TTDSG, BDSG) when transferring personal data.

(2) The customer indemnifies Vertikal Viral Media Consulting GmbH against liability for violations, provided these are not attributable to Vertikal Viral Media Consulting GmbH.

12 Final Provisions (1) Amendments and additions to these Terms and Conditions must be in writing. Individual agreements take precedence.

(2) German law applies. The place of jurisdiction and performance is Cologne.