Updated: January 7, 2026

Yurii Shevchenko
Digital Marketing Consultant
Hohenzollernring 92, 50672 Cologne, Germany
(hereinafter referred to as the “Contractor”)

Note: This is a convenience translation. In case of discrepancies between the German and English versions, the German version shall prevail.

Preamble
The Contractor provides performance marketing services focused on B2B lead generation, in particular via Search Engine Advertising (Google Ads) and Social Media Advertising (Meta Ads / Facebook & Instagram Ads). Services may include strategy, campaign setup and management, landing page/quiz creation, tracking/analytics configuration, creative production (image/video), reporting, and related consulting. These General Terms and Conditions (“GTC”) apply to all services provided by the Contractor.

1. Scope of Application
1.1. These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, or special funds under public law (collectively, the “Client”).
1.2. The Client’s conflicting or deviating terms and conditions shall not apply unless the Contractor expressly agrees to them in text form.
1.3. These GTC also apply to future business transactions with the Client, provided they are of a related nature.

2. Conclusion of Contract
2.1. Offers made by the Contractor are subject to change and non-binding unless expressly stated otherwise.
2.2. A contract is concluded upon (i) written order confirmation (e-mail is sufficient) by the Contractor or (ii) commencement of service provision.
2.3. The subject matter of the contract is the services specified in the offer/order confirmation. Changes or additions require text form.

3. Services and Deliverables
3.1. The Contractor provides services as agreed in the offer/order confirmation. Unless expressly agreed otherwise, the Contractor owes services (best-effort) and not a specific commercial result.
3.2. The Contractor’s services may include, depending on the package:

• initial audit and strategy,
• keyword/audience research, account and campaign structure,
• ad copy and creative direction/production,
• conversion tracking and analytics setup (e.g., GA4, GTM, Meta Pixel/CAPI) if applicable,
• landing page/quiz setup if agreed,
• ongoing optimization and reporting.
• 3.3. The Contractor is not responsible for the Client’s internal sales process, offer, pricing, closing performance, availability, or capacity constraints (e.g., ability to answer calls, appointment scheduling, follow-up).

4. Remuneration and Payment Terms
4.1. All prices are net prices in Euros plus statutory VAT (currently 19%), unless stated otherwise.
4.2. Third-party costs (in particular advertising budgets / ad spend payable to Google/Meta and other platforms, plus external tools/software/licenses) are not included in the Contractor’s remuneration unless explicitly listed in the offer. These costs shall be borne by the Client.
4.3. Unless otherwise agreed, invoices are due without deduction within 14 days from the invoice date.
4.4. The Contractor may require advance payments and/or milestone payments, in particular for initial setup, landing page/quiz creation, or if third-party costs are incurred.
4.5. If the Client is in default of payment, the Contractor may suspend services until outstanding amounts are settled, without prejudice to further rights.

5. Setup Fee and Monthly Management (Typical Structure)
5.1. If the parties agree on an Initial Setup fee, it typically covers (depending on scope): project analysis, research, initial creative preparation, tracking setup, and campaign/account setup.
5.2. If the parties agree on Monthly Management, it typically covers ongoing campaign optimization, reporting, and agreed support items. The exact scope is defined in the offer/order confirmation.

6. Trial Month and Contract Terms
6.1. If a Trial Month is agreed, the Client pays the agreed Initial Setup fee (if applicable) plus the agreed monthly management fee for the trial month.
6.2. If the parties agree on a 3-month commitment, the Initial Setup fee may be waived (“€0 Setup”) as specified in the offer.
6.3. Default continuation after the first 3 months: Unless otherwise agreed in the offer, after completion of the initial 3-month term the cooperation continues as an annual rolling agreement with a 1-month notice period for termination (see Section 12).
6.4. Any special conditions (e.g., discounts, waived setup) apply only as specified in the offer and may be linked to minimum terms.

7. Lead Quality, Reporting Obligations, and “Qualified Leads”
7.1. If the parties agree on lead quality monitoring, the Client must provide timely feedback on lead outcomes (e.g., call results, qualification status) as reasonably requested by the Contractor.
7.2. If the offer includes a clause allowing early termination due to lack of “qualified leads”, the definition of a Qualified Lead and the verification method (e.g., CRM, tracking sheet, call logs) must be set out in the offer/order confirmation.
7.3. If the Client fails to provide the agreed feedback, call reporting, or CRM data, the Contractor’s ability to optimize lead quality may be materially limited. Any resulting performance shortfalls shall not be attributable to the Contractor.

8. Client’s Duty to Cooperate
8.1. The Client shall provide all necessary cooperation, in particular:

• access to advertising accounts (Google Ads, Meta Business Manager/Ad Account),
• website/CMS access where applicable,
• required content (texts, logos, images), legal information, and approvals,
• timely responses and decisions.

8.2. Delays or additional costs caused by missing/late cooperation are not the Contractor’s responsibility and may lead to adjusted timelines and/or additional fees.

9. Advertising Platforms and Third Parties (Google/Meta)
9.1. Services depend on the rules, auction systems, availability, and technical operation of third-party platforms (e.g., Google, Meta).
9.2. The Contractor does not guarantee that ads will be approved, displayed continuously, or that accounts will remain unblocked. The Contractor is not liable for platform decisions (rejections, suspensions, policy restrictions) unless caused by the Contractor’s intent or gross negligence.
9.3. CPC/CPM and lead costs are determined by auction dynamics and can fluctuate significantly. No guarantee is assumed for specific click prices, lead prices, volumes, or ROI.

10. Exclusivity (Optional “Exclusive Area Rights”)
10.1. If the offer includes exclusive area rights (e.g., one Client per defined local area), the scope, geographic boundaries, and duration of exclusivity must be defined in the offer/order confirmation.
10.2. Exclusivity applies only to the agreed scope. The Contractor may serve other Clients outside the defined area and/or outside the defined service category.

11. Rights of Use
11.1. Upon full payment, the Contractor grants the Client a simple, non-exclusive, non-transferable right to use the deliverables created under the contract (e.g., ad copy, creative assets, landing pages) for the contractually intended purpose.
11.2. Rights of use transfer only after full payment.
11.3. Unless expressly agreed otherwise, editable/open files (e.g., Figma/Adobe project files) are not part of the deliverables.

12. Term and Termination
12.1. For recurring services (e.g., monthly campaign management), the term is as specified in the offer.
12.2. Unless otherwise agreed, the contract may be terminated by either party with 1 month’s notice to the end of a calendar month. Termination requires text form (e-mail is sufficient).
12.3. The right to extraordinary termination for good cause remains unaffected.

13. Liability
13.1. The Contractor is liable without limitation for intent and gross negligence.
13.2. In cases of slight negligence, the Contractor is liable only for breaches of essential contractual obligations (cardinal obligations). In such cases, liability is limited to foreseeable damages typical for the contract.
13.3. The Client is solely responsible for the legal admissibility of advertising measures and content (e.g., competition law, copyright, trademark, industry regulations). Any legal review is the Client’s responsibility.

14. Confidentiality and Data Protection
14.1. The parties shall treat as confidential all business secrets and confidential information obtained during the cooperation.
14.2. The Contractor processes personal data for contract performance in accordance with applicable data protection laws (GDPR). Where required, the parties shall conclude a data processing agreement (DPA).

15. Final Provisions
15.1. The laws of the Federal Republic of Germany apply.
15.2. Place of jurisdiction for all disputes is Cologne, Germany, provided the Client is a merchant, a legal entity under public law, or a special fund under public law.
15.3. If any provision of these GTC is invalid or unenforceable, the remaining provisions remain in full force and effect.