LLSmart Connect Marketing

IMG_20220601_003843_975_2

General Terms and Conditions of LLSMART CONNECT MARKETING S.R.L. as of July 2022

SECTION A (Applicability to consumer contracts and contracts with the business entity)

1. Scope of application, severability clause

1.1.
The following General Terms and Conditions shall apply to all legal contracts and agreements between “LLSMART CONNECT MARKETING” (hereinafter referred to as the “Agency”), and its contractual partners (hereinafter referred to as the “Customer”), regardless of whether the Customer is a business entity or consumer business entity.
For customers who are consumers, the provisions of Section B shall additionally apply.

Any terms and conditions of the Customer, even if known, are not accepted and are expressly contradicted, unless otherwise expressly agreed to, in writing, in individual cases. A special objection by the Agency to the general terms and conditions of the contracting party, is not required.

1.2.
These Terms and Conditions shall also apply to all future business relations with the Customer, even if they are not expressly agreed upon again.
The version of the GTC valid at the time of the conclusion to the contract shall be authoritative in each case. Amendments to the GTC shall be notified to the Customer and shall be deemed to have been agreed if the Customer does not object to the amended GTC in writing, within 14 days.

1.3.
All agreements made between the Agency and the Customer, for the purpose of executing an order, must be agreed upon in writing. Amendments, supplements, and ancillary agreements must be in writing in order to take effect. This also applies to the waiver of the written form requirement.

1.4.
Should one or more provisions of the present General Terms and Conditions be invalid, for example because they violate, mandatory law, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that expresses, as closely as possible, the meaning and purpose of the invalid provision.

2. Contracting parties and conclusion of contract

2.1.
The operator of the advertising agency is:

LLSMART CONNECT MARKETING S.R.L
Lucas Suedkamp
Bdul Mircea Voda Nr. 44 Bl M17, Et 3, Ap 14,
Sector 3, Bucharest, Romania

+34 629 17 99 04
info@llsmartmarketing.agency

2.2.
LLSMART CONNECT Marketing (add if applicable: E.U.] provides services in the areas of online marketing, copywriting, article writing, SEM and similar. The detailed description of the services to be provided shall be derived from the RFP documents, briefings, project contracts, their attachments and service descriptions of the Agency.

2.3.
The basis for the Agency’s work, and an integral part of the contract, is the briefing to be provided by the Client to the Agency, which also specifies the scope of the services to be provided. This can be done in writing as a document, as text in an e-mail, or displayed via a platform such as Upwork. If the briefing takes place orally, the agency will prepare a written representation of the content of the briefing.
The contract is concluded only after written acceptance by the Agency.
Subsequent changes to the content of the service require written confirmation by the Agency.

2.4.
The Agency’s offers are subject to change and non-binding.

3. What Services We Offer

3.1 Social Media Management
Our services include the set up of your social media platforms. Before placing the order, the Agency expressly highlights to the Customer that the providers of “social media channels” (e.g., Facebook, hereinafter referred to as “Providers”), reserve the right in their terms of use to reject, or remove, advertisements and appearances for any reason. Accordingly, the providers are not obliged to forward content and information to the users. There is, therefore, a risk, which cannot be calculated by the agency, that advertisements and appearances may be removed without a given reason, and without notification. In the event of a complaint from another user, the providers are granted the opportunity to make a counterstatement, however, even in this case the content may still be removed immediately. In this case, the restoration of the original, lawful state may take some time. The agency works on the basis of these terms of use of the providers, over which it has no influence, and also bases the order of the customer on them. By placing the order, the customer expressly acknowledges that these terms of use (co-)determine the rights and obligations of any contractual relationship. The agency intends to execute the order of the customer, to the best of its knowledge, and to comply with the guidelines of said “social media channels”. However, due to the currently valid terms of use, and the facility of each user to claim violations of rights, and thus achieve removal of the content, the agency cannot guarantee that the commissioned campaign will be retrievable at all times.

3.2 Copywriting

Our copywriting service includes extensive market research on the topic and keywords and the creation of blog posts, website content, press releases, emails, social media content, whitepapers or promotional slogans delivered by expert native language copywriters.

Please note that Company reserves the right to use any of the copywriting extracts work for our portfolio unless otherwise agreed beforehand.

3.3 Website Copy

Our website copying service includes conveying the important information about your brand, and helping your website rank better on Google, Bing and other search engines by performance of search engine optimization.

3.4 Translations
Constantly available translator providing translation services from other languages to German and from German to other languages.

4. Concept and idea protection

4.1.
If the potential customer has already invited the agency in advance to create a concept, and if the agency complies with this invitation before the conclusion of the main contract, the following regulations shall apply:

Already by the invitation and the acceptance of the invitation by the Agency, the potential customer and the Agency enter into a contractual relationship (“Pitching Contract”). This contract is also based on the GTC.
The potential customer acknowledges that the agency already provides cost-intensive preliminary services with the concept development, although they have not yet assumed any service obligations themselves.
The concept is subject to the protection of prevailing copyright law in its linguistic and graphic parts, in as far as the output constitutes ‘work’, such that it is original, and is fixed in a tangible medium of expression. The potential customer is not permitted to use or edit these parts without the consent of the agency, on the basis of copyright law, and the provisions therein.

Concepts also contain ideas relevant to advertising, but do not assume the label of ‘work’ as prescribed in clause 4.1, and therefore do not enjoy the protection of copyright law. These ideas are at the beginning of every creative process and can be defined as ‘the igniting spark of everything that is later produced’ and is thus the origin of marketing strategy. Therefore, those elements of the concept which are unique and give the marketing strategy its recognised character, are protected. In particular, advertising slogans, advertising texts, graphics and illustrations, advertising materials, etc. are considered to be an idea within the meaning of this agreement, even if they do not constitute ‘work’.

4.2.
The potential customer is bound to refrain from commercially exploiting, or having commercially exploited, or using, or having used, these creative advertising ideas presented by the agency within the framework of the concept, outside the directive of a main contract to be concluded at a later date.

4.3.
If the potential customer is of the opinion that ideas were presented to them by the Agency, which they had already discovered before the presentation, they are instructed to notify the Agency of this by e-mail within 14 days of the day of the presentation, citing evidence which allows a temporal allocation.

4.4.
In the contrary case, the Contracting Parties shall assume that the Agency has presented the potential Customer with an idea that is new to him. If the idea is used by the customer, it shall be assumed that the Agency became meritorious in the process.

4.5.
The potential client can release themselves from their obligations under this point by paying a reasonable compensation, which is calculated according to the individual case, and subject to 19% VAT. The exemption comes into effect, only after the full payment of the compensation has been received by the Agency, and receipt has been confirmed.

5. Property right and copyright

5.1.
The services rendered within the scope of the order, including those from presentations (e.g., suggestions, ideas, sketches, preliminary drafts, scribbles, final drawings, concepts, negatives, slides), including individual parts thereof, shall remain the property of the Agency, as shall the individual work pieces and design originals, and may be reclaimed by the Agency at any time; in particular upon termination of the contractual relationship. The customer acquires, with the full payment of the agreed fee for the agreed duration and to the agreed extent, the simple rights of use to all works produced by the Agency under this contract. Rights of use to work that has not yet been paid for at the end of the contract, shall remain with the Agency, subject to any other agreements made (Retention of Title).

5.2.
Changes or adaptations of the Agency’s services, such as, in particular, their further development by the Customer or by third parties working for the Customer, shall only be permitted with the express consent of the Agency and (insofar as the services are protected by copyright), of the author. Any imitation, even of parts of the work, is not permitted. The surrender of all so-called “open files”, is thus expressly excluded from the contract. The agency is not obligated to surrender them. I.e., without contractual assignment of the additional rights of use for “electronic works”, the client has no legal claim to them.

5.3.
For the use of services of the Agency that go beyond the originally agreed purpose and scope of use, the explicit consent of the Agency is required, regardless of whether this service is protected by copyright. The Agency and the author shall be entitled to a separate, appropriate, remuneration for this.

5.4.
The Agency’s explicit consent shall also be required for the use of the Agency’s services or advertising materials, for which the Agency has prepared conceptual or design templates after the expiry of the Agency Agreement, irrespective of whether this service is protected by copyright or not.

5.5.
The Customer shall be liable to the Agency for any unlawful use.
The Agency shall be entitled to full information about the extent of the use.

5.6.
The Agency may sign the advertising materials developed by it appropriately, and in accordance with industry practice and publish the order placed for its own advertising, without the Customer being entitled to any remuneration for this. This signing and advertising use can be excluded by a corresponding separate agreement between the Agency and the Customer.

6. Third-party services / commissioning of third parties

6.1.
The Agency is entitled, at its own discretion, to perform the service itself, to make use of competent third parties as vicarious agents in the performance of contractual services, and/or to substitute such services (“External Service”).

6.2.
The commissioning of third parties, within the scope of an External Service, shall be carried out either in the Agency’s own name, or in the name of the Customer; the latter only after approval by the Customer. The Agency shall carefully select said third party and ensure that it has the required professional qualifications and certifications.

6.3.
The Customer shall enter into obligations towards third parties that have been named to the Customer, and that extend beyond the term of the contract. This also expressly applies in the event of termination of the agency contract for good cause.

7. Deadlines

7.1
Unless expressly agreed as binding, stated delivery or service deadlines are deemed as approximate, and non-binding. Binding agreements on deadlines shall be recorded in writing or confirmed by the Agency in writing.

7.2
Events of force majeure shall entitle the Agency to postpone the project commissioned by the Customer for the duration of the hindrance, and a reasonable start-up period. The Customer shall not be entitled to claim damages from the Agency as a result. This shall also apply if important deadlines, and/or events for the Customer, cannot be met and/or do not occur as a result.

7.3
If the Agency is in default, the Customer may withdraw from the contract, only after they have granted the Agency a reasonable grace period of at least 14 days in writing, and this period has expired fruitlessly. Claims for damages by the customer due to non-performance or delay are excluded, except in the case of evidence of intent, or gross negligence.

8 Early Termination

8.1
The Agency shall be entitled to terminate the contract with immediate effect for good cause. The reason resulting in good cause shall be deemed to exist in particular if:
a) The performance of the service becomes impossible, for reasons for which the Customer is responsible, or is further delayed despite a grace period of 14 days being set.
b) The customer continues, despite a written warning with a grace period of 14 days, to violate essential obligations under this contract, such as payment of a due amount, or obligations to cooperate.
c) There are justified doubts about the creditworthiness of the Customer, and the Customer does not make advance payments at the request of the Agency or provide suitable security before the Agency performs its services.

8.2
The customer is entitled to dissolve the contract, for valid reasons and without setting a grace period. A valid reason shall be deemed to exist in particular if the Agency continues to violate essential provisions of this contract, despite a written warning with a reasonable grace period of at least 14 days to remedy the violation of the contract.

9 Remuneration

9.1.
The remuneration agreed in writing shall apply. Unless otherwise contractually agreed, payments shall be due within 14 days after invoicing, without any deductions. If the payment dates are exceeded, the Agency shall be entitled to interest on arrears to the amount of 8% p.a. without further reminder. Furthermore, the customer agrees to reimburse the Agency for any reminder and collection costs incurred in the event of default of payment, to the extent that they are necessary for appropriate legal action. The right to claim further damages remains unaffected by this provision.

9.2.
If the development of the agreed services extends over a longer period of time, the Contracting Parties may agree to payments on account, or partial payments for the partial services already rendered to the Customer.

 

9.3.
In the event of changes or termination of orders, work and the like by the Client, and/or if the conditions for the provision of services change, the costs incurred by the Agency as a result shall be reimbursed and the Agency shall be released from any liabilities to third parties.
If the termination is not due to a grossly negligent or intentional breach of duty by the Agency, the customer must also reimburse the Agency the entire fee agreed for this order (Commission), Furthermore, the Agency is absolved from any responsibility for damage, or other liability arising from the transaction.

9.4.
The Customer shall not be entitled to off-set its own claims against claims of the Agency; unless the Customer’s claim has been acknowledged by the Agency in writing or has been formally established by a court of law.

9.5.
Two correction runs are included in the contractual price. For each additional correction, the Agencies hourly rate of 75 € / net will be charged.

10. Additional services
Unforeseen additional work requires mutual agreement and, if necessary, additional payment, to be agreed at such time as it may become applicable.

11. Obligation of secrecy of the Agency

11.1
The Agency is obligated to treat all knowledge, which it receives through the order of the Customer, as strictly confidential for an unlimited period of time.

12. Obligations of the Customer

12.1.
The Customer shall provide the Agency, free of charge, with all data and documents required for the execution of the project. All working documents shall be handled with care by the Agency in accordance with the https://llsmartmarketing.agency/privacy-policy/ They shall be returned to the Customer upon completion of the order.

12.2.
In connection with a commissioned project, the Business Entity Customers shall award contracts to other agencies or service providers, only after consultation with, and in agreement with the Agency.

12.3.
The Customer is furthermore obligated to check all documents (photos, logos, etc.) provided for the execution of the order, for any existing copyrights, trademark rights or other rights of third parties (Rights Clearing) and guarantees that the documents are free of third-party rights, and can therefore be used for the intended purpose. The Agency shall not be liable in the event of merely slight negligence, or after fulfilment of its duty to warn the Customer, due to an infringement of such third-party rights by documents provided. If a claim is made against the Agency by a third party due to such an infringement of rights, the Customer shall indemnify and absolve the Agency of any and all liability; the Customer shall compensate the Agency for any and all disadvantages incurred by the Agency due to a claim made against it by a third party, in particular the costs of appropriate legal representation. The customer undertakes to support the Agency in the defence of any claims by third parties. The customer shall provide the Agency with all documents for this purpose, without being asked to do so.

13 Warranty and Liability of the Agency

13.1.
The risk of legal admissibility, the measures developed and implemented by the Agency, is borne by the customer. This applies, in particular, in the event that the actions and measures violate the provisions of competition law, copyright and/or special advertising laws. However, the Agency is obliged to point out legal risks, if they become known to it during the course of the activity. The Customer shall indemnify the Agency against claims of third parties if the Agency has acted at the express request of the Customer, although it has notified the Customer of concerns regarding the permissibility of the measures. The notification of concerns must be made in writing. If the Agency considers a competition law examination a mandatory measure to be carried out, the Customer shall bear these costs after consultation with the Agency.

13.2.
The Agency is not liable in any case arising due to factual statements about the products and services of the Customer contained in advertising measures. The Agency shall also not be liable for the patent, copyright and trademark protection/registration of the ideas, suggestions, proposals, concepts and drafts supplied as part of the order.

13.3.
In cases of slight negligence, the Agency and its employees, contractors or other vicarious agents (“People”), are absolved of any and all liability for material or financial damage to the Customer, irrespective of whether such damage is direct or indirect, loss of profit or consequential damage, damage due to delay, impossibility, positive breach of contract, culpa in contrahendo, defective or incomplete performance. The existence of gross negligence has to be proven by the injured party. As far as the liability of the Agency is excluded or limited, this shall also apply to the personal liability of its “people”.

13.4.
If the Customer is an business entity, the warranty period shall be six months from the date of delivery/service rendered. Claims for damages by the Customer shall also expire in six months from knowledge of the damage; and in any case, after three years from the infringing act of the Agency. Claims for damages are limited to the net order value.

If the customer is a consumer as considered in the Directive (EU) 2019/2161 (Consumer Directive) , the above provisions shall apply only to the extent that they do not contradict mandatory provisions of the applicable Consumer Protection Act. For consumers, the statutory warranty periods apply.

14 Place of performance and jurisdiction

14.1.
The place of performance shall be the registered office of the Agency.

14.2.
In the case of contracts with business entities, the exclusive jurisdiction of the court having subject-matter jurisdiction for the Agency’s registered office, shall be agreed for all legal disputes arising between the Agency and the Customer in connection with this contractual relationship. Notwithstanding the foregoing, the Agency shall be entitled to sue the Customer at the Customer’s general place of jurisdiction.

14.3.
Insofar as in this contract designations referring to natural persons are only stated in the neutral form, they refer to women and men in equal measure. When applying the designation to specific natural persons, the respective gender-specific form shall be used.

15 Applicable Law:
The Agreement, and all mutual rights and obligations derived therefrom as well as claims between the Agency and the Customer shall be governed by Romanian substantive law, excluding its conflict of law rules, and excluding the UN Convention on Contracts for the International Sale of Goods.

SECTION B (Applicable only to consumer transactions)

1. Right of revocation and withdrawal within the meaning of Directive (EU) 2019/2161 (Consumer Directive)

1.1.
If the customer is a consumer in the sense of the Directive (EU) 2019/2161 (Consumer Directive) , and if they have concluded the contract based on these GTC (either as a distance contract or outside the business premises of the Agency), they may withdraw from it until the expiry of a 14-day period without giving reason. In order to exercise the right of withdrawal, the Customer must inform the Agency by means of a clear declaration (e.g., letter sent by post, fax or e-mail) of their decision to withdraw from the contract. The withdrawal form enclosed with these GTC may be used for this purpose. The withdrawal must be sent to:

LLSMART MARKETING S.R.L.
Lucas Suedkamp
Bdul Mircea Voda Nr. 44 Bl M17, Et 3, Ap 14,
Sector 3, Bucharest, Romania

Telefon: +34 629 17 99 04
E-Mail: info@llsmartmarketing.agency

The withdrawal must be received by the Agency in order to be effective. In case of withdrawal, the consumer undertakes not to make use of the information obtained.

1.2.
The business entity consumer shall (inter alia) have no right of withdrawal from distance or off-premises contracts for services if – on the basis of an express request by the consumer, as well as a confirmation by the consumer of the consumer’s knowledge of the loss of the right of withdrawal in case of complete performance of the contract – had started to perform the service before the expiry of the withdrawal period, and the service was then performed to completion.

If the Agency is to act prematurely before the expiry of this fourteen-day withdrawal period, it requires an express request by the customer, who thereby, in the event of complete fulfilment of the contract within this period, loses their right of withdrawal.

2. Alternative dispute resolution

2.1
The EU Commission provides a platform for online dispute resolution, via the Internet at https://ec.europa.eu/consumers/odr. The platform serves as a contact point for the out-of-court settlement of disputes arising from online service contracts involving a consumer.

LLSMART CONNECT Marketing is neither obliged nor willing, to participate in a dispute resolution procedure before a consumer arbitration board.