1. Scope and Applicability
These Terms and Conditions ("Terms") govern the contractual relationship between Graphlatic Media UG (hereinafter referred to as "Agency") and the Client with respect to the provision of digital marketing services, including but not limited to paid advertising, SEO, conversion optimization, and email marketing.
By engaging the services of the Agency, the Client acknowledges and agrees to be bound by these Terms in full. Any conflicting terms and conditions proposed by the Client shall not apply unless expressly agreed to in writing by the Agency.
2. Payment Terms and Conditions
Payments may be structured as one-time project fees, monthly retainers (6 or 12 months), or performance-based fees, as agreed upon in writing. The Agency shall not begin any work until the first agreed payment has been received and confirmed.
All payments are non-refundable, except where the Agency is unable to provide the agreed-upon services due to reasons solely attributable to the Agency.
The Client is responsible for all advertising costs, including but not limited to platform fees, media buying costs, and third-party expenses necessary for executing the agreed-upon strategy. The Client may fund these costs directly or provide the Agency with the necessary payment details for ad placement.
Accepted payment methods include bank transfer (SEPA), credit card payments (via Stripe or other payment processors, subject to transaction fees), PayPal (subject to applicable fees), and any additional payment methods explicitly agreed upon in writing.
In the event of late payment, the Agency reserves the right to suspend or withhold services without liability for any resulting consequences.
3. Client Obligations and Responsibilities
The Client shall provide all necessary assets, access credentials, data, and any other materials required for the execution of the services in a timely manner.
The Client is solely responsible for ensuring that all provided materials (e.g., images, text, branding elements) comply with applicable advertising regulations, platform policies, and legal requirements. The Agency is not liable for any compliance issues, regulatory fines, or legal claims arising from the Client’s materials.
The Client agrees to maintain active and timely communication with the Agency to ensure efficient execution of the project. Delayed responses, approvals, or provision of materials may impact project timelines, for which the Agency bears no responsibility.
The Client acknowledges that while the Agency employs industry best practices, the Agency does not guarantee specific outcomes, such as increased conversions, sales, revenue, or customer acquisition.
The Client shall not request any modifications or additional services beyond the agreed scope unless approved by the Agency in writing. Any such modifications may incur additional costs.
4. Service Delivery and Timelines
The Agency shall commence work within 14 business days following receipt and confirmation of the first payment.
Estimated timelines for service completion shall be communicated based on the project’s scope and complexity. Any stated delivery dates are approximations and are subject to change based on external factors, including but not limited to delays in obtaining required materials from the Client, platform-related technical issues, or force majeure events.
The Agency shall not be held liable for any delays resulting from the Client’s failure to fulfill its obligations under these Terms.
5. Refund and Cancellation Policy
Payments are non-refundable once services have commenced.
If the Client fails to provide required materials within a reasonable timeframe, the Agency shall not be obligated to issue any refunds.
If the Agency is unable to fulfill its contractual obligations due to internal reasons, it may, at its sole discretion, issue a partial refund based on the undelivered portion of the services.
For retainer agreements (6 or 12 months), early termination by the Client will not entitle them to a refund, and the Client remains liable for the full contractual amount unless otherwise agreed in writing.
Disclaimer: The Client acknowledges that digital marketing results are influenced by multiple external factors beyond the Agency's control, including but not limited to market conditions, competition, advertising platform changes, and audience behavior. Refunds will not be issued based on the Client’s dissatisfaction with campaign performance, as long as the Agency has provided the agreed-upon services. The Agency does not guarantee specific financial outcomes, such as increased sales, lead generation, or return on investment (ROI). The refund policy strictly applies only to non-delivery of services, not perceived performance outcomes.
6. Limitation of Liability
The Agency shall not be liable for indirect, incidental, consequential, or punitive damages, including but not limited to lost revenue, lost business opportunities, reputational harm, or third-party claims.
The Agency assumes no liability for external factors affecting campaign performance, such as algorithm changes, platform restrictions, audience behavior, or competitive market conditions.
The maximum liability of the Agency shall be limited to the total amount paid by the Client for the specific service in question.
7. Confidentiality and Intellectual Property
Both parties agree to maintain strict confidentiality regarding proprietary business information exchanged during the engagement.
The Agency shall not disclose Client data to third parties except where necessary for service execution or as required by law.
All materials created by the Agency, including but not limited to advertisements, marketing strategies, and creative assets, remain the property of the Agency until full payment has been received.
8. Indemnification Clause
The Client agrees to indemnify, defend, and hold harmless the Agency, its directors, employees, and affiliates from any claims, liabilities, damages, or costs (including legal fees) arising from the Client’s use of the services, violation of platform policies, advertising regulations, or third-party rights, or any misrepresentations or fraudulent activity by the Client.
The Agency reserves the right to terminate services without notice if the Client engages in unlawful activities or provides misleading information.
9. Dispute Resolution and Governing Law
These Terms are governed exclusively by the laws of the Federal Republic of Germany.
In case of any disputes, both parties agree to first attempt an amicable resolution. If no resolution is reached, the dispute shall be submitted to the competent courts of Munich, Germany.
The Client waives any right to bring claims in jurisdictions outside of Germany.
10. Termination of Services
The Agency reserves the right to terminate services immediately if the Client breaches these Terms, fails to pay, or engages in activities that violate platform policies.
If the Client engages in fraudulent or deceptive practices, the Agency reserves the right to cease all work without notice and shall not be liable for any losses incurred by the Client.
11. Final Provisions
These Terms constitute the entire agreement between the Agency and the Client and supersede any prior discussions, agreements, or understandings, whether written or verbal.
The Agency reserves the right to modify these Terms at any time. Any updates shall take effect upon publication or direct notification to the Client.
If any provision of these Terms is found to be invalid, the remaining provisions shall remain in full force and effect.
Last updated: 30 March 2025