General terms and conditions (GTC) of digital consultancy pan pan GmbH
1. Services
pan pan provides professional digital consulting services for companies. The services focus on the development of digital strategies and optimization in the areas of search engine optimization (SEO), search engine advertising (SEA) and customer relationship management (CRM). Depending on the customer's needs, advice can include strategic analyses, concept developments, workshops or implementation support. The specific consulting services are defined individually between pan pan and the customer.
pan pan provides consulting and optimization services whose aim is to provide the customer with the best possible support. However, pan pan expressly does not owe any specific economic success, no specific ranking positions in search engines or specific increases in turnover, unless a corresponding work (e.g. an explicit guarantee of success or a specific work) has been expressly agreed upon by contract. The customer acknowledges that consulting services in the areas of strategy, SEO, SEA or CRM are generally open-ended and that actual success depends largely on individual factors that Pan Pan cannot fully control. A lack of success does not represent a lack of contract fulfilment on the part of Pan Pan.
2nd target group
The services provided by pan pan are aimed exclusively at companies (commercial customers) in various industries. These terms and conditions apply only to entrepreneurs within the meaning of § 14 BGB. Conclusion of a contract with consumers within the meaning of § 13 BGB is excluded.
3. Prices and terms of payment
Depending on the type of contract, the remuneration for pan pan's consulting services is regulated as follows:
- Ongoing contracts: In the case of permanent consulting contracts, billing is made at the beginning of each month. At the beginning of a month, the customer receives an invoice for the agreed fee for the next service period. The invoice amount is due for payment without deduction within 14 days from the date of the invoice. Such contracts run for an indefinite period and can be terminated by the customer or by Pan Pan with a notice period of three months to the end of the month. If cooperation is temporarily paused by mutual agreement, there is an ongoing period of notice for the duration of the break. If individual conditions are defined in the offer, these apply instead of the conditions defined in the terms and conditions.
- One-time assignments: In the case of project assignments or one-time consulting services, a two-stage payment arrangement is agreed. 50% of the agreed fee is due at the start of the cooperation and will be charged to the customer at the start of the contract. The remaining 50% of the fee will be invoiced after completion of the project or consulting service and is also payable in full within 14 days of the invoice date.
All prices mentioned are exclusive of the applicable statutory value added tax, unless expressly stated otherwise. Further expenses or additional costs will only be charged to the customer if these have been expressly agreed.
4. Conclusion of contract
The contract for consulting services with pan pan is concluded by written confirmation by e-mail. As a rule, pan pan provides the customer with a written offer (e.g. by e-mail), which the customer accepts by confirmation by e-mail. Alternatively, the customer can receive an order confirmation by email from pan pan, which confirms the conclusion of the contract. It is not absolutely necessary to sign a written contract; communication in text form (by e-mail) is sufficient for the effective conclusion of the contract.
5. Right of Withdrawal and Cancellation
There is no legal right of withdrawal, as pan pan provides its services exclusively to entrepreneurs. A contractual right of withdrawal or cancellation is also not granted. After conclusion of the contract, the customer is bound to the agreed term of the contract or to the above-mentioned period of notice; early ordinary termination or unilateral cancellation of the order is excluded.
6. Liability
pan pan is not liable for damage suffered by the customer as a result of implementing the consulting results or recommendations. In particular, liability for indirect damage, loss of profit or other subsequent damage is excluded. This disclaimer applies to the extent permitted by law. Liability for intentional or grossly negligent breaches of duty and for damage resulting from injury to life, limb or health remains unaffected by the above limitations of liability.
7. Travel expenses
pan pan generally provides its consulting services remotely (remotely). If appointments or workshops are required on site at the customer's premises in individual cases, the resulting travel expenses will be borne by the customer. Travel expenses are agreed in advance between the parties and are regulated as follows:
- Rail journeys: Costs for rail travel will be charged to the customer up to a maximum of a 2nd class Flexfare ticket from Deutsche Bahn.
- Car trips: If you arrive by car, a flat rate of 0.42€ per kilometer driven will be charged.
- Air travel: If, exceptionally, it is necessary to travel by plane (for example because a one-way train journey to the customer would take more than four hours), the flight costs of up to 400€ (for outbound and return flights combined) will be covered by the customer.
- Overnight stays: Necessary hotel stays will be refunded by arrangement, but up to a maximum of 125€ per night.
8. Use of freelancers/subcontractors
pan pan generally carries out the agreed services with its own employees. In exceptional cases, pan pan is entitled to use freelancers or freelancers for individual consulting projects for a limited period of time. Such deployment is carried out exclusively with prior information and consent from the customer and is limited to a maximum period of three months per project per freelancer. Pan Pan contractually obliges employed freelancers to comply with all confidentiality and data protection regulations agreed here.
9. Force Majeure
Should pan pan be prevented from performing the agreed services on time due to force majeure (e.g. natural disasters, war, epidemics, pandemic, official measures or other unforeseeable, exceptional circumstances not attributable to pan pan), the period for providing the service is extended by the duration of the impeding event. pan pan immediately informs the customer of the occurrence and end of such an event. If the hindrance lasts longer than three months, both Pan Pan and the customer are entitled to terminate the contract extraordinarily with immediate effect.
10. Inflation adjustment and price adjustment
Pan Pan is entitled to adjust the agreed prices once a year at the beginning of the year in order to compensate for changes in the general cost of living. The benchmark for this is the Consumer Price Index (CPI) published by the Federal Statistical Office. An adjustment is permitted for the first time after twelve months from the start of the contract. pan pan shall inform the customer in writing at least six weeks in advance of a planned price adjustment. If the adjustment exceeds 5% of the last valid prices, the customer is entitled to terminate the contract within four weeks of notification of the price increase extraordinarily at the time of the price adjustment.
11. Intellectual property and rights of use
All results, documents, strategies, analyses or concepts (“deliverables”) produced as part of pan pan's consultation become the full property of the customer after full payment of the agreed remuneration. The customer thus receives the exclusive, temporally and spatially unlimited right of use to the Deliverables. Pan Pan expressly waives any further rights of use or exploitation of these Deliverables.
12. Confidentiality and data protection
pan pan and the customer mutually agree to keep all confidential information obtained as part of the cooperation strictly confidential. Trade secrets or documents marked as confidential from the other contractual partner may neither be passed on nor used outside the purpose of cooperation without the prior consent of the disclosing party.
pan pan will process the customer's personal data (such as contact details or project-related data) provided for order execution exclusively in accordance with applicable data protection laws, in particular the EU General Data Protection Regulation (GDPR). Insofar as pan pan processes personal data on behalf of the customer (e.g. as part of CRM projects), the parties will conclude a required contract processing agreement in accordance with Art. 28 GDPR. Further details on data protection can be regulated separately, for example in a data protection agreement or statement.
13. Jurisdiction and Applicable Law
The law of the Federal Republic of Germany applies, excluding international private law and the UN Sales Convention (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship between pan pan and the customer is, to the extent permitted by law, Düsseldorf, Germany.
14. Final provisions
Should a provision of these terms and conditions be or become invalid or unenforceable, the effectiveness of the remaining provisions remains unaffected. Instead of the invalid provision, the legally effective provision that comes closest to the economic purpose of the ineffective provision is considered retroactively agreed. The same applies in the event of a breach of contract. Amendments and additions to the contract or these terms and conditions must be made in writing to be effective (text form is sufficient). The same written form requirement applies to a waiver of this formal requirement.