VS Online Marketing – Vladimir Shadrin
In der Reute 11a, 49565 Bramsche, Germany
Email: vladimir(@)shadrin.de
VAT: DE348429941
1. Scope of Application
1.1 These Terms & Conditions (“T&C”) apply to all contracts between VS Online Marketing – Vladimir Shadrin (the “Provider”) and the Client.
1.2 The Client confirms that they are acting as a business entity (B2B) and not as a consumer.
1.3 Conflicting or differing terms from the Client will not be recognised unless expressly agreed in writing by the Provider.
2. Conclusion of Contract
2.1 A contract is concluded when the Client signs the Order Confirmation or provides written acceptance of a proposal issued by the Provider.
2.2 Proposals are valid for 7 calendar days unless otherwise stated. Acceptances after the expiry of this period require confirmation by the Provider.
3. Scope of Services
3.1 The Provider delivers online marketing services as agreed in the Order Confirmation, which may include:
- Campaign setup and management (e.g., Facebook, Instagram, Google Ads)
- Funnel creation and optimisation
- Email, SMS, and WhatsApp marketing
- A/B testing and conversion rate optimisation
- Strategic marketing consulting
- Optional CRM system setup (for an additional fee)
3.2 Any services outside the agreed scope will be charged separately according to the Provider’s current price list.
3.3 The Provider does not owe any specific commercial success or achievement of specific KPIs (e.g., number of leads, conversion rates, revenue increase).
4. Fees & Payment Terms
4.1 Service fees are stated in the Order Confirmation and are payable in advance before the start of each service month.
4.2 Ad budgets are either:
- paid directly by the Client to the advertising platforms, or
- transferred to the Provider as pass-through costs (not subject to VAT under § 3a Abs. 2 UStG), to be paid by the Provider on behalf of the Client.
4.3 Ad budgets must be received in full before campaigns start. The Provider is not obliged to pre-finance any budget.
4.4 Invoices are payable within 7 calendar days of issue.
4.5 All bank charges, payment gateway fees, and currency conversion costs are borne by the Client.
4.6 If payment is overdue by more than 7 days, the Provider may suspend all services until payment is received in full.
5. Client’s Duties and Cooperation
5.1 The Client shall provide all necessary access, materials, and approvals required for service delivery in a timely manner.
5.2 The Client retains ownership of all ad accounts, domains, hosting, and software licences unless otherwise agreed in writing.
5.3 If the Client fails to approve materials or campaigns within 3 business days of delivery, they will be deemed approved.
5.4 Delays caused by the Client will extend delivery timelines; the Provider shall not be held liable for such delays.
6. Intellectual Property Rights
6.1 All materials created by the Provider (texts, graphics, videos, landing pages) remain the Provider’s property until full payment is received.
6.2 After full payment, the Client receives a non-exclusive, non-transferable licence to use such materials for their own business purposes during the term of the contract.
6.3 The Client may not resell, reproduce, or share the Provider’s materials with third parties without prior written consent.
7. No Guarantee of Success
7.1 The Provider does not guarantee specific results, revenues, or the achievement of certain KPIs.
7.2 The Client acknowledges that online marketing outcomes depend on numerous external factors beyond the Provider’s control (e.g., market conditions, platform policies, competition).
8. Liability & Indemnification
8.1 The Provider is liable only for damages caused by intent or gross negligence.
8.2 Liability for slight negligence exists only in the case of breach of essential contractual duties (“cardinal obligations”) and is limited to foreseeable, typical damages.
8.3 The Provider is not liable for:
- account suspensions or restrictions by platform operators
- changes in platform algorithms or policies
- delays caused by third-party service providers
- force majeure events
8.4 The Client is solely responsible for ensuring that all advertising content complies with applicable laws and regulations in their jurisdiction.
8.5 The Client shall indemnify the Provider against any claims from third parties arising from the use of materials, campaigns, or content supplied by the Client.
9. Suspension of Services
9.1 The Provider may suspend services without liability if:
- the Client is in payment default, or
- the Client fails to provide necessary materials or access after being reminded.
10. Price and Service Adjustments
10.1 The Provider reserves the right to adjust fees and service descriptions with 30 days’ written notice.
10.2 If the Client does not object within 14 days of receiving the notice, the changes are deemed accepted.
11. Jurisdiction & Governing Law
11.1 German law applies.
11.2 Place of jurisdiction for all disputes is Bramsche, Germany.
12. Miscellaneous
12.1 Changes or additions to this agreement must be in writing.
12.2 If any provision of these T&C is held invalid, the remaining provisions remain in force.
12.3 The Provider may use the Client’s name and logo as a reference in marketing materials unless the Client objects in writing.