General Terms and Conditions

Sec. 1 Scope of Application

These General Terms and Conditions (T&Cs) apply to all agreements between Harucon Ventures GmbH, Mittelstraße 11, 40789 Monheim am Rhein (Harucon Ventures), and its clients for the provision of performance marketing, Google Ads and Meta Ads management, and e-commerce growth consulting for D2C brands.

Deviating, conflicting or supplementary terms of the client do not become part of the agreement unless Harucon Ventures expressly agrees to their validity in writing.

Sec. 2 Formation of Contract

Offers made by Harucon Ventures are non-binding unless expressly stated otherwise.

An agreement is only formed once Harucon Ventures issues a written order confirmation, or once the service is actually commenced.

Sec. 3 Scope of Services and Changes to Services

The scope of the services owed follows from the respective offer or order confirmation. Harucon Ventures is entitled to engage suitable subcontractors within the agreed scope of services.

Changes to the agreed services require text form and the consent of both parties. This applies in particular to adjustments of campaign strategy resulting from market changes, platform updates, or performance data.

Sec. 4 Client's Duties to Cooperate

The client shall provide Harucon Ventures, in good time and to the extent required for the performance of the services, with the necessary access to advertising accounts, analytics accounts, and other relevant systems. The client shall provide necessary approvals, materials, data and information promptly and shall designate a point of contact.

Delays resulting from the client's late or incomplete cooperation shall not be attributable to Harucon Ventures. Agreed deadlines shall be extended accordingly in such cases.

Sec. 5 Fees and Payment Terms

Fees follow from the respective offer. Harucon Ventures generally invoices the agreed fee on a monthly basis.

Unless otherwise agreed, invoices are due for payment net within 14 days of the invoice date, without deduction. Should the client default on payment, Harucon Ventures is entitled to charge statutory default interest and to suspend performance until outstanding amounts are settled.

External costs, in particular advertising budgets spent on platforms such as Google Ads or Meta Ads, are borne separately and additionally by the client, unless expressly agreed otherwise.

Sec. 6 Term and Termination

Unless otherwise agreed, agreements are concluded for a minimum term of three months and automatically renew for one further month at a time unless terminated with four weeks' notice to the end of the minimum or renewal term.

Both parties' right to terminate for good cause remains unaffected. Good cause exists for Harucon Ventures in particular if the client remains in default of payment of amounts due despite a reminder and a grace period having been set.

Sec. 7 Liability

Harucon Ventures performs its services in accordance with the current state of knowledge and technology and to the best of its professional judgment. No guarantee is given for specific advertising results, revenue, conversion rates, or a specific ROAS (return on ad spend), as these depend on numerous factors outside Harucon Ventures' control, such as platform algorithms, market conditions, competition, and the client's own offering.

Harucon Ventures is liable without limitation for intent and gross negligence, as well as for injury to life, body, or health. In all other respects, Harucon Ventures is liable only for the breach of material contractual obligations (cardinal obligations), and limited to the damage typically foreseeable at the time the contract was concluded. Liability for indirect damages and lost profit is excluded to the extent permitted by law.

Sec. 8 Confidentiality

Both parties undertake to treat as confidential all confidential information and trade and business secrets of the other party that become known in the course of the collaboration, and to use them only for the purpose of performing the agreement. This obligation continues beyond the end of the collaboration.

Sec. 9 Data Protection and Data Processing

Insofar as Harucon Ventures processes personal data on the client's behalf within advertising accounts or other systems of the client in the course of performing its services, the parties shall enter into a separate data processing agreement pursuant to Art. 28 GDPR.

Sec. 10 Reference to Client

Harucon Ventures is entitled to name the client and reference results achieved in the course of the collaboration, in anonymized form or, subject to prior agreement, by name, as a reference or case study for marketing purposes.

The client may object to such reference at any time with effect for the future. Once such an objection is received, no further reference will be made.

Sec. 11 Final Provisions

Amendments and additions to this agreement require text form. This also applies to any change to this written-form clause.

Should any provision of these T&Cs be or become invalid, the validity of the remaining provisions shall remain unaffected.

This agreement is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. To the extent permitted by law, the place of jurisdiction for all disputes arising from or in connection with this agreement is Düsseldorf.