General Terms and Conditions

These Terms apply to all contracts between Patrick Coyle – Coyle Consulting, Baldurstraße 21, 90461 Nürnberg, Germany (the "Consultant") and his clients for media buying, landing page creation and online marketing consulting. They apply only to businesses (§ 14 BGB), legal entities under public law and special funds under public law.

A contract is concluded when both parties have signed the Consultant's contract document (Agreement or Offer, together the "Individual Contract"); the Consultant usually signs last. Electronic signatures and confirmations (e.g. a checkbox in the e-signature process) are sufficient. With that confirmation these Terms become part of the contract; a separate signature of the Terms is not required. The version provided to the Client before conclusion applies.

The Client's own terms and conditions do not apply, even if the Consultant does not expressly object to them.

In case of conflict, the following order of precedence applies: 1. Individual Contract including the Description of Services and "Key Terms at a Glance", 2. Data Processing Agreement (for data protection matters), 3. Product and Compliance Declaration, 4. these Terms. Later agreements in text form prevail over earlier ones.

For each further engagement the parties conclude a new Individual Contract. It incorporates the then current version of these Terms provided to the Client.

The Consultant provides the services described in the Individual Contract: media buying (concept, set-up, management and optimisation of campaigns on native advertising and comparable platforms), landing page creation and consulting (e.g. strategy, audits, workshops).

Media buying and consulting are services (Dienstvertrag, §§ 611 et seq. BGB). What is owed is careful, professional work, not a particular commercial result. Specific revenues, conversion rates, ROAS, CPA or other KPIs are neither owed nor guaranteed; failing to reach them is neither a defect nor a ground for termination. Forecasts, benchmarks and assessments by the Consultant are non-binding unless the Individual Contract expressly designates them as a warranty.

Landing page creation is a contract for work (Werkvertrag, §§ 631 et seq. BGB). The Client accepts the finished landing page within 10 business days after notice of completion. If the Consultant points out this period and its consequence in the notice and the Client does not respond, the work is deemed accepted unless the Client has refused acceptance stating a specific defect (§ 640(2) BGB). The statutory rules on defects apply (§§ 634 et seq. BGB).

The Consultant works independently, without being bound to a location or to instructions regarding working time or place; no employment relationship arises. He may use subcontractors, remains responsible for the services and binds subcontractors to confidentiality under Section 8.

The Consultant may use AI tools (e.g. for research, copy, images, video and analysis); professional final review remains with him. Advertising materials containing AI-generated or AI-altered depictions of real or realistic-looking persons (e.g. doctors, experts, customers) are used only after the Client's approval in text form and are labelled where required by law.

Native ads, advertorials and landing pages created or run by the Consultant are labelled as advertising (e.g. "Ad" or "Sponsored") where the law or platform policies require it. The Client will not request that a label under paragraph 5 or 6 be removed or weakened.

Unless the Individual Contract provides otherwise, the following are not owed:

• a) legal review of products, advertising claims, advertising materials, landing pages, privacy notices or consent solutions. The Consultant does not provide legal services; his remarks on legal risks are based on industry experience and do not replace legal advice;
• b) the technical implementation, testing or operation of tracking, consent or server-side solutions (e.g. server-to-server tracking, Conversions API) on the Client's systems;
• c) hosting, maintenance, security and availability of websites, shops and landing pages, except as set out in Section 7(5);
• d) photo or video productions requiring shoots or studio work, as well as studies and expert reports;
• e) approval of advertising materials, accounts or campaigns by the advertising platforms.

The Consultant is not exclusive and may also work for competitors of the Client. He does not use the Client's confidential information in doing so (Section 8).

Communication takes place by email or, at the Client's request, via Slack. Binding declarations (in particular approvals, budget changes and terminations) require text form via one of these channels. Arrangements via WhatsApp or SMS become binding only once confirmed by email or Slack. The Consultant usually replies to requests received on business days between 8 am and 6 pm within 24 hours, at the latest on the following business day. He announces planned absences in good time and agrees with the Client whether campaigns continue with fixed budgets or are paused. In case of unforeseen absence he informs the Client as soon as possible; the Client may pause campaigns itself at any time.

Before first publication the Consultant submits advertising materials (ad copy, creatives, advertorials, landing pages) to the Client for approval unless otherwise agreed. The Client grants or refuses approval in text form within the period stated in the Individual Contract, otherwise within 2 business days of submission.

If the Client does not respond within the period, the material is deemed approved provided the Consultant pointed out the period and this consequence in text form when submitting. This does not apply to materials containing health-, disease- or efficacy-related claims, references to studies, testimonials, expert or physician statements, before-and-after depictions or comparative advertising; the Consultant publishes these only after express approval in text form.

The Consultant publishes materials subject to approval only after approval or deemed approval. Delays caused by late approval are not attributable to him.

The parties may adjust the approval process by mutual agreement in text form (e.g. switch to spot checks or subsequent notification) once a common practice has been established. Paragraph 2 sentence 2 remains unaffected. An approval does not change the Client's responsibility for its own information under Section 10.

The Consultant does not implement advertising materials, claims or instructions that he, in his professional judgement, considers unlawful, misleading or incompatible with the policies of the relevant platform. He communicates his concerns in text form and, where possible, proposes a permissible alternative. Such refusal is not a breach of contract and does not affect the fee.

Approval concerns advertising use. Acceptance of a commissioned landing page is governed by Section 2(3).

Performance marketing depends on factors beyond the Consultant's control (e.g. algorithms, auction dynamics, seasonality, competition, platform availability). The Consultant does not guarantee specific results. Test and optimisation phases are part of the service; the ad spend incurred in them is treated like any other ad spend.

The Client is the contracting party of the advertising platforms. It pays media budget, platform and payment fees directly to the platform, deposits a payment method there and ensures sufficient funds. The Consultant does not handle Client funds.

For errors, outages, billing or tracking errors, unplanned overspend, suspensions and other events on the platform side the Consultant is liable only insofar as they result from his culpable breach of duty. Rejection of advertising materials or suspension of accounts by a platform is not a breach by the Consultant unless he knowingly violated policies known to him. Claims against the platform are asserted by the Client itself; the Consultant supports it to a reasonable extent.

The ad accounts belong to the Client. The Consultant is given access via a personal user role with two-factor authentication, not via shared passwords. If the Client or a third party engaged by it makes changes to the campaigns itself, the Client is responsible for them and informs the Consultant. The Consultant handles communication with platform support on request; identity or payment verifications are carried out by the Client itself.

The Consultant is a partner in a referral or partner programme with individual advertising platforms, in particular Taboola/Realize. If, at the Client's request, he provides a personal referral link to open an ad account, he may receive a commission or other benefit from the respective platform for doing so. The Client consents to this possibility; when sending such a link the Consultant additionally points this out separately in text form. Such a commission does not influence the Consultant's professional recommendation regarding platform choice, is in addition to the fee under Section 5, and is not offset against it.

Fees are set out in the Individual Contract. All prices are net plus statutory VAT where applicable.

Invoices are sent electronically (PDF or e-invoice) and are due within 14 days of receipt without deduction. Payments are made in euros without deduction of bank charges or taxes; if the Client must withhold taxes, the amount is grossed up accordingly. Clients from other EU member states provide their VAT ID before invoicing (reverse charge).

In case of late payment the statutory consequences apply (§§ 286 et seq. BGB), including the lump sum under § 288(5) BGB. After a reminder with a reasonable grace period the Consultant may withhold further services until due amounts are paid, without any claims arising for the Client. In that case he may pause the managed campaigns after notice in text form; if he does not pause them, the Client is responsible for further delivery and the resulting budget from the time services are suspended.

The Client may set off only undisputed claims, claims ready for decision or claims established by final judgment, and may exercise a right of retention only for claims under the same contract.

If the Client does not provide the ad spend evidence (Section 6(2)) within 5 business days after month end, the Consultant may determine the ad spend from the platform data available to him or estimate it reasonably. The invoice is corrected once the evidence is provided.

Clients established outside the EU, the EEA and the United Kingdom provide, before campaign start, a security deposit of 10% of the budget for the first four weeks stated in the Individual Contract. It is set off against the final invoice.

The Client provides in good time all information, access, advertising materials, product information and approvals the Consultant needs for his services and names a contact person with decision-making authority.

It grants the Consultant the access rights to the ad accounts required for campaign management and billing, or provides monthly evidence of the ad spend (e.g. platform reports, invoices).

If services are delayed due to missing cooperation, agreed deadlines are extended accordingly. The Consultant may charge additional effort at €120 net per hour; further damages are compensated by the Client if it is responsible for the delay.

The Client is responsible as controller for its websites, shops, landing pages, tracking implementations and consent management, in particular for consents under § 25 TDDDG and Art. 6 and 9 GDPR and for privacy notices. This also applies where the Consultant sets up pixels, tags or tracking settings on the Client's systems on its instruction. The Client extends its privacy policy and its consent solution, both in wording and in technical implementation, on its own responsibility to cover the advertising platforms and tracking technologies used (e.g. pixels of Taboola, Outbrain, MGID or Newsbreak). The Consultant sets up tracking only on instruction, advises on the concept and points out when technical implementation by a specialised provider is required; the Client engages and pays such provider. He is not obliged to prompt the Client to adapt its privacy policy or consent solution or to review them, and provides no legal advice in this regard (Section 2(7)).

The Client obtains a non-exclusive right of use, unlimited in time, territory and content, for its own purposes in all work results created for it (e.g. copy, creatives, images, videos, landing pages, advertorials, campaign structures, reports), including editing and use by its service providers and affiliated companies. Reselling or licensing the work results as a stand-alone product is not included. The right of use passes upon full payment of the fee attributable to the work result; until then use is permitted on a revocable basis.

Third-party material contained in work results (e.g. stock photos, fonts, music, templates, outputs of AI tools) is subject to the licence terms of the respective provider; the Consultant points out material restrictions. If the Client needs its own licence for further use, it acquires it itself. The Consultant does not warrant that AI-generated content is protected by copyright or other rights.

The Consultant's methods, templates, prompts, text modules, checklists and know-how remain his property; he may use them for other clients without disclosing confidential information. Insofar as they are incorporated into work results, paragraph 1 applies.

If the Consultant creates a landing page or advertorial with his own tool (e.g. LanderLab), he provides the Client on request at any time with a complete export (HTML, CSS, JavaScript, embedded media) in the format provided by the tool. A generic domain acquired by the Consultant for this purpose remains his property; the Client may request its transfer for a one-off fee of €100 net.

If the Consultant provides a landing page or advertorial on his own systems or under his own domain, the following applies:

• a) He does so on behalf of the Client. The Client is the controller for visitor data; the Consultant acts as processor under Annex 3.
• b) The Consultant integrates a consent solution (consent tool) on the page and configures it to the best of his knowledge; legal review of the consent solution and its texts is the Client's responsibility (Section 2(7)). Technologies requiring consent (e.g. advertising platform tracking pixels) are used only once the consent solution is active. The Consultant informs the Client about the pixels used.
• c) The legal notice (Impressum), privacy policy and, where applicable, cancellation policy are those of the Client. The Client provides them, keeps them up to date and extends its privacy policy on its own responsibility to cover the tracking and advertising platforms used (Section 6(4)).
• d) The Consultant does not owe a particular availability. If he wishes to end the provision, he announces this 30 days in advance in text form and provides the export under paragraph 4 on request.

Content, brands and materials provided by the Client remain with the Client; the Consultant uses them only to perform the contract.

The Consultant may name the Client with name and logo as a reference (without confidential figures) unless the Client objects in text form.

Both parties treat the other party's confidential information (in particular trade secrets, campaign data, KPIs, prices, strategies) as confidential and use it only for the collaboration. This applies for three years after the end of the contract, and without time limit for trade secrets.

Excluded is information that is or becomes public without breach of this Section, was already lawfully known to the recipient or must be disclosed under a legal, regulatory or court obligation. Each party may disclose confidential information to its liability insurer and insurance broker, to advisers bound by professional secrecy and to subcontractors bound by confidentiality, to the extent necessary.

The Consultant may use anonymised, aggregated figures that allow no inference about the Client, its products or its customers for his own benchmarks and the development of his services.

Term and termination are set out in the Individual Contract. Absent such provision, ongoing services may be terminated in text form with 14 days' notice to the end of a month; one-off services end with their performance or acceptance. The Client's statutory right to terminate a contract for work (§ 648 BGB) remains unaffected.

Either party may terminate for good cause without notice (§ 314 BGB). Good cause for the Consultant exists in particular if the Client breaches the Product and Compliance Declaration, fails to pay despite a reminder with grace period, fails to meet its payment obligations towards an advertising platform, or if there are reasonable indications that advertised products, claims or materials are unlawful, misleading or dangerous to the health or safety of third parties.

Upon termination the fee accrued until then becomes due. The Client's obligations towards the advertising platforms remain unaffected.

At the end of the contract the Consultant pauses the managed campaigns unless the Client notifies him in text form at least 3 business days beforehand that they should continue; in that case responsibility for the campaigns passes to the Client at the end of the contract. On request the Consultant hands over the created advertising materials and a brief overview of the campaign structure within 10 business days. The Client then revokes access rights; the Consultant may also remove his own access. On request he deletes documents and access data provided to him, unless retention obligations apply.

The Client is responsible for ensuring that its products and all information it provides, approves or publishes (advertising claims, efficacy claims, studies, certificates, testimonials, seals; together the "Client Information") are true, current and lawful, in particular under unfair competition, health advertising, food, cosmetics, medical device and consumer protection law and the advertising platforms' policies, and that advertising materials it provides (images, videos, music, copy, logos, brands) do not infringe third-party rights. Product-specific details and warranties are set out in the Product and Compliance Declaration (Annex 2).

The Consultant does not independently verify Client Information or the clearance of Client material. He may reject claims or materials or request evidence (Section 3(5)).

The Client indemnifies the Consultant against third-party claims (including from competitors, rights holders, associations, platforms, injured end customers, also for personal injury and health damage, and, to the extent legally permissible, authorities) and against the necessary costs of legal defence, insofar as the claims are based on Client Information being untrue, misleading, incomplete or unlawful or on advertising materials provided by the Client infringing third-party rights. The Client supports the Consultant in the defence and makes reasonable advance payments on costs on request.

The indemnity requires that the Client is responsible for the breach; for Client Information and materials provided by the Client this is presumed unless the Client proves otherwise. It does not apply to content the Consultant created or selected himself and that is not based on Client Information (e.g. his own wording without basis in the Client Information, images, music or fonts chosen by the Consultant, a missing advertising label). Approval of material designed by the Consultant does not turn its design into Client Information; the Client remains responsible for the product information and efficacy claims reproduced in it.

The Consultant informs the Client without undue delay in text form about claims asserted. The legal defence is conducted by the Consultant or his liability insurer. The Consultant makes acknowledgements, settlements and cease-and-desist declarations with penalty clauses only after coordination with his insurer and after hearing the Client.

In case of a warning letter, an objection by an authority or platform, a product recall or other concrete indications of legal violations, the Consultant may immediately pause or take offline affected campaigns, advertising materials or landing pages. He informs the Client without undue delay. Claims of the Client arising from such a measure exist only in case of intent or gross negligence of the Consultant.

The Consultant is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, under the German Product Liability Act and insofar as he has assumed a guarantee.

For slightly negligent breach of a material contractual obligation (an obligation whose fulfilment makes performance of the contract possible in the first place and on whose compliance the Client may regularly rely) the Consultant's liability is limited to the typical damage foreseeable at conclusion, up to a maximum of €250,000 per claim and €500,000 per contract year, unless the Individual Contract provides otherwise. Several damages arising from the same cause count as one claim.

Otherwise liability for slight negligence is excluded.

Without prejudice to paragraph 1, the Consultant is not liable for the commercial success of campaigns, for events on the advertising platforms' side (Section 4(3)) or for the Client's decisions and information (Section 10).

These provisions also apply to the Consultant's agents and to claims in tort. Except for Section 10(4), they do not shift the burden of proof to the Client's detriment.

The Client's claims for damages become time-barred one year after the statutory commencement of limitation, claims for defects in works one year after acceptance. In the cases of paragraph 1 the statutory periods apply.

The parties comply with the GDPR and applicable national data protection laws.

If the Consultant obtains access to personal data for which the Client is the controller (e.g. in analytics, attribution or CRM systems, order data or visitor data of hosted pages under Section 7(5)), the Data Processing Agreement (Annex 3) applies. It is signed as a precaution at the time of conclusion.

Both parties inform each other without undue delay in text form about personal data breaches that may affect the other party.

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.

Place of performance is Nürnberg. If the Client is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, Nürnberg is the exclusive place of jurisdiction; the Consultant may also sue at the Client's seat. No arbitration is agreed.

Amendments and additions require text form (§ 126b BGB, e.g. email). Individual agreements prevail (§ 305b BGB).

Business days within the meaning of these Terms and the Individual Contracts are Monday to Friday except public holidays in Bavaria, Germany.

Neither party is liable for delays or failures caused by events beyond its control for which it is not responsible (e.g. advertising platform outages, failure of internet or power supply, official measures). If such an event lasts longer than 30 days, either party may terminate the affected contract without notice.

Rights and obligations under the contract may be transferred only with the other party's consent in text form. Assignments of receivables by the Consultant in the course of factoring are permitted.

Should any provision of these Terms or of the Individual Contract be invalid, the remaining provisions remain valid.