Terms & Conditions

§ 1 Scope of Application

(1) These General Terms and Conditions (hereinafter "T&Cs") apply to all contracts between Michael Ritzi, RITZI Digital Business Solutions (hereinafter "Contractor"), and their contract partners (hereinafter "Client") regarding the provision of digital services, strategy consulting, social media management, and business support services.

(2) These T&Cs apply to both consumers within the meaning of § 13 BGB (German Civil Code) and entrepreneurs within the meaning of § 14 BGB, legal entities under public law, and special funds under public law. A consumer is any natural person who enters into a legal transaction for purposes that predominantly are outside their trade, business, or profession.

(3) Conflicting or deviating general terms and conditions of the Client shall not become part of the contract, even if the Contractor does not expressly object to their validity. Deviations shall only apply if they are expressly confirmed in writing by the Contractor.

(4) Changes or additions to these T&Cs must be made in writing (§ 126 BGB) to be effective. This also applies to the waiver of the written form requirement itself.

§ 2 Conclusion of Contract

(1) Offers from the Contractor are subject to change and non-binding. They merely represent an invitation to submit an offer (invitatio ad offerendum).

(2) A contract is concluded when the Client accepts the Contractor's written offer in writing, by e-mail, or by signing a separate order form within the acceptance period stated therein.

(3) The respective offer and these T&Cs are decisive for the content of the contract. In the event of any contradictions between the offer and the T&Cs, the offer shall prevail.

§ 3 Scope of Services & Subject Matter

(1) The Contractor provides services in the following core areas:

• Web & UX: Conception, design, and technical realization of online presences and digital products.
• AI Video & Content: Conception and creation of digital content using AI-supported tools.
• Content & Social Media: Development of content strategies, creation of editorial plans, and operational social media marketing.
• Business Solutions: Business consulting, process optimization, and administrative support in the context of management tasks.

(2) The specific scope of services results from the respective written offer. Verbal collateral agreements require written confirmation by the Contractor to be effective.

(3) Changes or expansions of the agreed scope of services (Change Requests) require a written agreement and may lead to an adjustment of the remuneration and deadlines. The Contractor is entitled to invoice changed services at the agreed hourly rate or via a separate offer.

§ 4 Specifics regarding Strategy & Marketing

(1) For consulting and strategy services, the Contractor owes the careful provision of the agreed service (service contract pursuant to § 611 BGB), but not a specific economic success (e.g., a defined number of followers, leads, reach, or increases in revenue). The achievement of such goals depends on external factors (market conditions, platform algorithms, third-party providers) that the Contractor cannot control.

(2) Costs for paid advertising (Ad-Spend on platforms such as Meta, Google, LinkedIn, TikTok, etc.) are not included in the Contractor's fee unless specifically agreed otherwise. These costs are to be borne exclusively by the Client directly to the respective platform operators.

(3) Recommendations by the Contractor are compiled to the best of their knowledge and current understanding. The Client is solely responsible for the entrepreneurial decision regarding implementation.

§ 5 Duties of Cooperation of the Client

(1) The Client is obliged to support the Contractor in the provision of services to a reasonable extent. In particular, the Client must:

• provide all information, materials, data, and access required for the fulfillment of the order in a timely, complete, and truthful manner;
• grant the necessary administration rights for the respective platforms for services in the area of social media;
• provide necessary insights into business processes, data, and documentation for business-related tasks;
• appoint a competent contact person who will be available for queries in a timely manner.

(2) If the provision of services is delayed for reasons within the Client's area of responsibility (e.g., delayed provision of information or approvals), agreed deadlines shall be extended accordingly. Any additional effort incurred by the Contractor as a result will be additionally remunerated at the agreed hourly or daily rate.

(3) If the Client provides incorrect or incomplete data or information, they are liable for any damages or defects resulting from this. The Contractor assumes no liability in this regard.

§ 6 Copyright and Rights of Use / AI Disclaimer

(1) All works created by the Contractor (web designs, concept papers, strategy documents, texts, graphics, videos, other content formats) are protected by copyright, provided and as soon as they meet the requirements of § 2 UrhG (German Copyright Act).

(2) The simple rights of use required for the agreed utilization are only transferred to the Client upon full payment of the remuneration (condition precedent pursuant to § 158 Para. 1 BGB). Until this point, all rights remain with the Contractor.

(3) A transfer of broader usage rights (in particular exclusive usage rights) requires a separate written agreement and, if applicable, additional remuneration.

(4) AI-generated content: If AI tools are used to generate texts, images, or videos within the scope of service provision, the Contractor explicitly points out that:

• the protectability of such content under German copyright law (§ 2 UrhG) may be restricted or excluded, as the necessary personal intellectual creation may be absent;
• the Client must independently verify the legal admissibility of AI-generated content (especially regarding third-party rights, trademark rights, and competition law);
• the Contractor is not liable for content errors resulting from malfunctions or so-called "hallucinations" of the AI systems used, provided these are based on incorrect input or approval by the Client, assuming the Contractor has informed the Client about the use of AI.

(5) For social media content, the terms of use and community standards of the respective platform operators (including Meta, Instagram, LinkedIn, TikTok) apply supplementarily. The Contractor is not liable for blocking, restrictions, or other measures taken by platform operators, unless these are attributable to culpable behavior on the part of the Contractor.

§ 7 Remuneration and Payment Terms

(1) The Contractor's remuneration is based on the respective written offer. All prices are net and subject to applicable statutory value-added tax if the Contractor is subject to VAT.

(2) Project Business: Unless otherwise agreed, the following payment structure applies:

• 50 % of the total remuneration as a down payment upon order placement (Due: immediately);
• 50 % of the total remuneration upon project completion or service acceptance.

(3) Retainer Contracts (Ongoing Support): For ongoing support contracts, the remuneration is billed monthly in advance unless a Time & Material arrangement has been expressly agreed upon. The invoice is issued on the first day of the respective support month.

(4) The payment term is 14 days after invoicing unless otherwise agreed. For down payments, the payment term is 7 days.

(5) In the event of payment default, the Contractor is entitled to:

• charge default interest at a rate of 9 percentage points above the respective base interest rate pursuant to § 288 Para. 2 BGB;
• claim a lump-sum default fee of 40.00 EUR pursuant to § 288 Para. 5 BGB;
• claim further proven default damages pursuant to §§ 280, 286 BGB;
• withhold already agreed further services until outstanding claims have been settled.

(6) Travel expenses, allowances, and out-of-pocket costs (e.g., travel costs, accommodation, licenses for third-party software) incurred in connection with order fulfillment will be invoiced separately unless explicitly included in the offer.

(7) Price Adjustment Clause for Retainers: For contracts with a duration of more than 12 months, the Contractor is entitled to adjust the agreed remuneration once a year at reasonable discretion (§ 315 BGB) to reflect general cost developments. The adjustment will be communicated to the Client in writing at least 4 weeks before taking effect.

§ 8 Term and Termination

(1) Project contracts end upon full provision of the agreed service unless another term was agreed upon.

(2) Retainer Contracts (Ongoing Support) are concluded for an indefinite period and can be terminated by either party with a notice period of four (4) weeks to the end of a calendar month in text form (§ 126b BGB), unless otherwise agreed.

(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:

• the Client is in default of a due payment for more than 14 days and fails to make the payment despite a reminder and the setting of a grace period;
• the Client breaches essential cooperation duties under § 5 of these T&Cs despite a written request and a reasonable grace period;
• insolvency proceedings are requested or initiated regarding the Client's assets;
• the Client instructs the Contractor to perform illegal acts.

(4) Services already partially rendered up to the time of termination must be remunerated according to the effort expended. Down payments made will be offset against services already provided. If the down payment does not cover the services provided, the remaining amount must be paid. If the down payment exceeds the services provided, a proportional refund will be issued.

§ 9 Acceptance

(1) Insofar as the Contractor’s services involve elements of a contract for work and services (in particular for web design and web development projects), the Client is obliged to inspect and accept the service immediately, but no later than within 14 days of completion and handover by the Contractor, or to issue a complaint listing concrete defects.

(2) If the deadline set out in Para. 1 expires without express acceptance or a written notice of defects, the service shall be deemed accepted (fictitious acceptance). This does not apply if the Contractor has informed the Client of this legal consequence in text form before the start of the period.

(3) Formal acceptance does not take place for general service contracts (e.g., ongoing consulting, social media support).

§ 10 Liability

(1) The Contractor is fully liable for damages resulting from injury to life, body, or health that are based on an intentional or negligent breach of duty, as well as for other damages based on an intentional or grossly negligent breach of duty by the Contractor, their legal representatives, or vicarious agents.

(2) In the event of slightly negligent violation of essential contractual obligations (cardinal obligations), the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the Client may regularly rely, the Contractor's liability is limited in amount to the expected and contract-typical damage foreseeable at the time the contract was concluded.

(3) Furthermore, the liability of the Contractor for slightly negligently caused damages is excluded.

(4) The aforementioned limitations of liability do not apply:

• in the event of fraudulent concealment of defects;
• if a guarantee or procurement risk has been assumed;
• for claims under the German Product Liability Act (ProdHaftG).

(5) Liability for Marketing Content: The Client bears the ultimate responsibility for the legal admissibility of the marketing content they have approved and published (in particular regarding competition law (UWG), copyright law (UrhG), trademark law (MarkenG), as well as imprint obligations and platform-specific requirements). The Contractor will point out recognizable legal risks to the Client but does not provide legal advice within the meaning of the Legal Services Act (RDG).

(6) Force Majeure: Neither party shall be liable for the delay or failure of service provision due to force majeure (e.g., natural disasters, pandemics, war, cyberattacks on third-party platforms, official orders). The affected party must inform the other immediately.

§ 11 Privacy & Confidentiality

(1) The Contractor undertakes to treat all business secrets, confidential information, and company data of the Client that become known to them within the framework of the cooperation as strictly confidential and not to disclose them to third parties. This obligation continues after the termination of the contractual relationship.

(2) Insofar as the Contractor processes personal data of the Client or third parties designated by the Client within the scope of service provision (in particular within the scope of social media management or the use of CRM systems), a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR will be concluded. This is a legal obligation. The Contractor will provide this promptly upon request.

(3) Both parties commit to complying with applicable data protection regulations, in particular the GDPR and the BDSG (German Federal Data Protection Act).

(4) The Contractor is entitled to mention the name and industry of the Client as a reference, provided the Client does not object in writing.

§ 12 Final Provisions

(1) Applicable Law: The laws of the Federal Republic of Germany apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of law rules of international private law.

(2) Place of Jurisdiction: The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Konstanz (Germany), provided the Client is a merchant, a legal entity under public law, or a special fund under public law. The Contractor is entitled to sue at the Client's general place of jurisdiction.

(3) Severability Clause: Should individual provisions of these T&Cs be or become fully or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be deemed replaced by a valid provision that comes closest to the economic purpose of the invalid provision (§ 306 BGB analogously). The same applies to regulatory gaps.

(4) Written Form Clause: Amendments and additions to these T&Cs and the respective contract must be made in writing (§ 126 BGB). The cancellation of the written form requirement itself also requires the written form.

(5) No Assignment: The Client is not entitled to assign rights and obligations arising from the contract to third parties without the prior written consent of the Contractor (§ 398 BGB).