Terms and conditions

English translation of the German terms dated 14 May 2026. The contract language is German. This translation is provided to help you understand the terms. Read the German version.

Scope and definitions
Agency services
Formation of the contract
Performance and cooperation
Changes to services (change requests)
Customer cooperation obligations
Fees and payment
Term and termination of continuing obligations
Rights to use work results
Confidentiality and data protection
Exclusivity and non-competition
Liability for defects (warranty)
Liability
Final provisions

1) Scope and definitions

1.1 These terms and conditions (“Terms”) of AYINNOVATE SOLUTIONS Ltd. (“Agency”) apply to all contracts that a business customer (“Customer”) concludes with the Agency for services described on its website or in other media. The incorporation of the Customer’s own terms is expressly rejected unless otherwise agreed.

1.2 A business customer for these Terms is a natural or legal person or a partnership with legal capacity acting, when entering into a legal transaction, in the exercise of its trade, business or independent professional activity.

2) Agency services

2.1 The aim of cooperation between the Customer and the Agency is to optimise and, where appropriate, expand the public presence of the Customer’s business and/or its products.

2.2 Within the scope specifically agreed in the contract, the Agency provides comprehensive communication and marketing services, including, where applicable, consultancy, planning, concept development and implementation.

2.3 Depending on the parties’ specific agreement, the contracted services may in particular include:

Advice on digital visibility and brand positioning
Development and implementation of marketing, branding and communication strategies
Concept development, planning and implementation of marketing and advertising campaigns
Monitoring, reporting and evaluation of the marketing tools used
Management and strategic development of social media channels
Content creation, such as text, images, videos, posts, reels and stories
Search engine optimisation (SEO) and AI optimisation (AIO)
Placement of advertisements, such as banners

2.4 The parties specify the exact content, objectives and schedules in a separate project plan or other document.

3) Formation of the contract

3.1 Services described on the Agency’s website or in other media are not binding offers by the Agency. They invite the Customer to submit a binding offer.

3.2 The Customer can submit an offer through the online order form on the Agency’s website. After selecting services, placing them in the virtual shopping basket and completing the electronic ordering process, clicking the button that completes the order constitutes a legally binding offer to conclude a contract for the services in the basket.

3.3 The Agency may accept the Customer’s offer within five days by:

Sending a written order confirmation or confirmation in text form (fax or email), with receipt by the Customer being decisive;
Starting the services at the Customer’s request and notifying the Customer; or
Requesting payment after the Customer has placed the order.

If more than one of these events occurs, the contract is formed when the first occurs. The acceptance period starts on the day after the Customer sends the offer and ends at the end of the fifth day following its dispatch. If the Agency does not accept within that period, the offer is deemed rejected and the Customer is no longer bound by it.

3.4 When an offer is submitted through the Agency’s online order form, the Agency stores the contract text after the contract is concluded and sends it to the Customer in text form, for example by email, fax or letter, after the order is submitted. The Agency does not provide further access to the contract text.

3.5 Before submitting a binding order through the online form, the Customer can identify input errors by carefully reading the information displayed. The browser’s zoom function can help by enlarging the display. Entries can be corrected using the usual keyboard and mouse functions throughout the electronic ordering process until the Customer clicks the button that completes the order.

3.6 German is the language available for concluding the contract.

3.7 Orders and communications are generally handled by email and automated order processing. The Customer must ensure that the email address provided for order processing is correct and can receive the Agency’s emails. In particular, when using spam filters, the Customer must ensure that emails sent by the Agency or third parties appointed by it to process the order can be delivered.

4) Performance and cooperation

4.1 The Agency provides its services online and/or at the Customer’s premises as contractually agreed. The specific services are determined by the Agency’s offer.

4.2 The Agency may refuse to enter into a contract or provide services where performance would breach statutory or regulatory requirements, or would otherwise be unreasonable for the Agency, for example because it would conflict with ideological, political or religious neutrality, or because of the Customer’s insolvency, even if temporary.

4.3 The Agency performs its contractual services in accordance with the agreed requirements or, unless otherwise agreed, the principles of proper professional practice. Unless the Agency’s offer states otherwise, no specific outcome is owed. In particular, the Agency does not warrant that the Customer will achieve a specific result or objective. This also depends on the Customer’s personal effort and commitment, which the Agency cannot influence.

4.4 The parties coordinate the performance of the commissioned services at appropriate intervals. Each party must notify the other without undue delay of deviations from the agreed services or procedures.

4.5 Unless continuous service provision has been agreed, the Customer requests individual services by commissioning them in text form, for example by email. Within three working days of the request, the Agency undertakes to send an order confirmation specifying the scope, timing and any additional costs. Services are bindingly commissioned only once the Customer approves them in at least text form.

4.6 Dates are binding only if expressly identified as such. Other dates are targets that may be adjusted during the cooperation. After a reasonable time has elapsed following a target date, the Customer may, in at least text form, request outstanding services and set a reasonable deadline. The Customer’s claim becomes due when that deadline expires.

4.7 The Customer alone is responsible for the legal permissibility of content and other information on its online presences and of content or information it supplies or approves. The Agency is not obliged to conduct or commission legal checks of its work results, including under competition, trade mark, personality or copyright law, and does not perform such checks. This expressly includes trade mark searches and examinations, for example for potential infringement.

4.8 The Agency posts, distributes and publishes content or other information on the Customer’s or third parties’ online presences, such as websites and social media channels, within the contracted services only with the Customer’s approval in each case, unless otherwise agreed. Unless otherwise agreed, the Customer must approve requested content or information within three working days by a declaration in at least text form. After that period, the work is deemed approved unless the Customer refuses approval within the period.

4.9 Unless its offer states otherwise, the Agency performs its services itself.

4.10 The Agency’s employees and other personnel are not integrated into the Customer’s business and do not enter into an employment relationship with the Customer.

5) Changes to services (change requests)

5.1 Either party may propose changes to the agreed services at any time. The Agency examines the Customer’s change requests within a reasonable time and submits an implementation offer specifying, in particular, the content, time required, costs and effects on the schedule.

5.2 Changes are agreed only when both parties confirm them in at least text form, for example by email. The original contract or order remains unchanged until the changes are accepted.

5.3 If a Customer change request entails substantial additional work, the Agency may request an adjustment to the agreed fees and schedule.

6) Customer cooperation obligations

6.1 The Customer must provide the Agency, free of charge, with the information, documents, approvals, access credentials and access to decision-makers needed to perform the contracted services, completely, accurately and in good time, unless obtaining them falls within the Agency’s contractual responsibilities.

6.2 In particular, on request the Customer must provide suitable access to its social media accounts, websites, analytics tools and other services and electronic platforms where necessary to fulfil the contract. This may include granting administration rights or creating user accounts with sufficient permissions.

6.3 The Customer warrants that documents such as templates, samples and records, content and other information it supplies for the services are free from third-party rights that would prevent lawful performance. The Customer indemnifies the Agency against all third-party claims and the costs of reasonable related legal enforcement or defence, particularly under competition, copyright and trade mark law.

6.4 The Customer alone is responsible for ensuring that user data on its online presences is collected, stored and processed in compliance with applicable requirements, particularly the EU General Data Protection Regulation (GDPR). This includes obtaining any necessary user consent and providing compliant information in its privacy policy. The Customer indemnifies the Agency against all related third-party claims and the costs of reasonable legal enforcement or defence.

6.5 If the contract provides for an assessment at the Customer’s premises, the Customer grants the Agency access to the physical or digital facilities to be assessed and, where necessary, provides suitable specialist staff selected by the Customer.

6.6 If the Customer plans to redesign or restructure its online presences, such as websites or social media channels, it informs the Agency in advance and coordinates implementation with it.

6.7 Where formal acceptance of a service is required, the Customer must accept it within eight working days after being requested to do so, by a declaration in at least text form or by performing any other cooperation required for acceptance. After this period, the service is deemed accepted unless the Customer has notified the Agency of defects in at least text form within that period. Acceptance cannot be refused for minor defects. If the Customer substantially uses a service without prior acceptance, it is deemed accepted upon that use.

6.8 Failure to fulfil cooperation obligations may affect dates, services and quality. The Agency is not responsible for resulting delays or quality defects. Any additional work incurred by the Agency is charged to the Customer on the agreed fee basis, such as an hourly rate.

7) Fees and payment

7.1 Unless the Agency’s offer states otherwise, quoted prices are total prices including statutory VAT.

7.2 The Customer must pay the agreed fees when due. Depending on the parties’ agreement, payment is based on an agreed monthly flat fee, actual time spent at an hourly rate, or another agreed arrangement.

7.3 Special or additional services outside the originally agreed scope require a prior commission from the Customer in at least text form and are invoiced separately.

7.4 The Customer must reimburse expenses and other incidental costs necessarily incurred by the Agency in fulfilling the contract following prior agreement with the Customer.

7.5 Travel, accommodation and subsistence costs for on-site services and other expenses or incidental costs are not included in the fees. Unless the offer states otherwise, and provided the Customer approved them in advance, the Customer bears the actual costs against supporting evidence.

7.6 Following prior agreement, the Agency may purchase third-party services required for the contract in the Customer’s name and at its expense. This includes, without limitation, licences or rights to use images, graphics, text, software or other protected material. The Customer undertakes to authorise the Agency for this purpose and hereby grants that authority. For such purchases, the Customer undertakes, as between the parties, to indemnify the Agency against all payment claims arising from contracts with those third parties. The Agency may invoice these costs once it has itself been invoiced by the third party.

7.7 Available payment methods are specified in the Agency’s offer.

7.8 Where payment by invoice is agreed, payment is due without deduction 14 days after receipt of the invoice, unless otherwise agreed.

7.9 Payments using a payment method offered by PayPal are processed by PayPal (Europe) S.à r.l. et Cie, S.C.A., 22–24 Boulevard Royal, L-2449 Luxembourg (“PayPal”), subject to the PayPal user agreement or, if the Customer has no PayPal account, the terms for payments without a PayPal account.

7.10 Statutory provisions apply in the event of late payment.

8) Term and termination of continuing obligations

8.1 The Agency’s and Customer’s rights to terminate for good cause remain unaffected. Good cause exists where, considering all circumstances of the individual case and balancing both parties’ interests, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed end or expiry of a notice period.

8.2 Termination notices may be given in writing or in text form, for example by email.

9) Rights to use work results

9.1 Unless otherwise agreed or indicated by the circumstances, the Agency owns all rights of use and exploitation in the service and work results it creates under the contract and in the content and information it uses or provides. This includes concepts, preliminary drafts, layouts, designs, text, graphics, videos and other material (“Content”) provided to or used for the Customer in any form in connection with the Agency’s services.

9.2 Unless otherwise agreed, the Agency grants the Customer a non-exclusive, non-transferable right to use and exploit the Content for the agreed purpose and to the agreed extent. For that agreed use and purpose, the rights are granted without geographical or time limits.

9.3 The Customer may use and exploit Content supplied in connection with the services only to the extent agreed or required by the contract’s purpose. Without the Agency’s separate consent, the Customer is not otherwise entitled, in particular, to edit, transform, imitate, reproduce, distribute or make the Content publicly accessible, in whole or in part, or to transfer rights of use and exploitation or grant them to third parties.

9.4 The Agency may use the Content for its own advertising and as a reference unless expressly excluded.

10) Confidentiality and data protection

10.1 The Agency treats information obtained about the Customer during its services, particularly private or business matters, as confidential and does not disclose it to third parties unless required to fulfil its own contractual obligations to the Customer.

10.2 Where the Agency processes personal data on the Customer’s behalf in performing the contract, the parties additionally conclude a separate data processing agreement under Article 28 GDPR and any other data protection agreements required by data protection law.

11) Exclusivity and non-competition

11.1 Unless otherwise agreed, during the contract the Agency will not provide services to the Customer’s direct competitors without the Customer’s prior express consent, insofar as those competitors compete directly with the Customer.

11.2 A competitor is a business offering comparable products or services to the same target group.

11.3 On request, the Agency discloses which other customers it works for insofar as necessary to assess a potential competitive relationship.

11.4 If the Agency culpably breaches this provision, the Customer may terminate the contract without notice for good cause.

12) Liability for defects (warranty)

12.1 In providing creative services, the Agency has artistic freedom.

12.2 Complaints concerning that creative freedom do not constitute a material defect insofar as the services remain within the agreed scope and are customary for services of that kind.

12.3 The Agency’s services are deemed approved insofar as the Customer has approved them or they are deemed approved.

12.4 Defects must be reported to the Agency without undue delay, with a description of the defect.

12.5 Otherwise, statutory provisions on liability for defects apply.

13) Liability

13.1 The Agency is not liable for damage caused by disruption of its operations due to force majeure, unrest, war, natural events or other events beyond its responsibility, such as strikes, lockouts, transport disruption or domestic or foreign public-authority orders, or by technical problems for which it is not at fault. This also applies to disruptions affecting third parties appointed by the Agency.

13.2 Otherwise, the Agency’s liability to the Customer for damages and reimbursement of expenses under contractual, quasi-contractual and statutory claims, including tort claims, is as follows.

13.3 The Agency has unlimited liability on any legal basis:

For intent or gross negligence;
For intentional or negligent injury to life, body or health;
Under a guarantee, unless otherwise provided for that guarantee; and
Under mandatory liability, such as the German Product Liability Act.

13.4 For negligent breach of an essential contractual obligation, liability is limited to foreseeable damage typical of the contract, unless unlimited liability applies under the preceding clause. Essential obligations are those imposed on the Agency by the contract to achieve its purpose, whose fulfilment makes proper performance possible in the first place, and on whose observance the Customer may regularly rely.

13.5 All other liability of the Agency is excluded.

13.6 These liability provisions also apply to the Agency’s liability for persons used to perform its obligations and for its legal representatives.

13.7 The Agency assumes no liability for services of third parties that are not persons used to perform its obligations, such as hosting providers, social networks or platforms.

14) Final provisions

14.1 Amendments and additions to the parties’ contract require at least text form. This also applies to any waiver of this clause.

14.2 If a provision of the parties’ contract is invalid or unenforceable, the remainder of the contract remains valid.