General Terms and Conditions (GTC) of 24century Consulting (HonestPassion GmbH)

Represented by Managing Director Kevin Kashikar (hereinafter “HP”)
Eupener Str. 148, D‑50933 Cologne, Germany

§ 1 Scope of Application

These GTC apply to all contracts concluded between HP and its clients, provided the client is a merchant, legal entity under public law, or a special public fund (hereinafter “Client” or “Principal”).

HP does not enter into contracts with consumers as defined in § 13 BGB. The Client guarantees that they act as an entrepreneur under § 14 BGB or as a merchant under HGB when concluding the contract.

These terms prevail exclusively. Any divergent or supplementary terms from the Client apply only if HP expressly consents in writing, even if HP begins performing services unreservedly while aware of the Client’s terms.

§ 2 Services by HP / Client’s Cooperation

HP provides customized or standardized online services depending on the booking. Unless explicitly agreed otherwise in writing, HP provides services but not a work product.

HP assigns all rights to candidates’ personal data to the Client and maintains confidentiality regarding all candidate and Client matters.

If an additional fee based on success is agreed, it is treated as a success-dependent bonus. No guarantee of success exists unless explicitly agreed.

The Client must cooperate fully and promptly. Failure to do so that prevents HP’s performance does not affect HP's entitlement to payment.

HP reserves the right under § 315 BGB to determine performance details.

If the Client requests changes against HP’s recommendation during an ongoing assignment, any success guarantees lapse for that assignment and related extras.

Requests for changes after assignment completion constitute new orders, provided the final invoice was undisputed and paid within the term.

§ 3 Conclusion of Contract

Contracts between HP and the Client may be concluded remotely (e.g., video chat, telephone) or in writing.

In remote cases, contracts are formed by mutual declarations of intent.

§ 4 Payment, Prices, Terms

Quoted prices are binding for the specified period and are net plus VAT.

Fees are due immediately upon invoicing unless otherwise agreed. SEPA direct debit authorization covers future transactions unless revoked.

If SEPA direct debit is used, the Client must supply a written mandate. HP will issue a VAT-compliant invoice.

If a payment cannot be collected due to returned debit, the Client must transfer the amount within three business days and cover bank fees.

Offsetting claims is only permitted if the other party acknowledges them or they are legally established. The same applies to retention rights.

HP may collect payments via third parties (e.g., Digistore24, Copecart, PayPal).

§ 5 Termination, Duration

Contracts run for the minimum term stated in the main contract, or three months if not specified.

After expiry, contracts renew automatically for the same term unless agreed otherwise.

Ordinary termination during the fixed term or between contract conclusion and service start is excluded.

Termination must be in writing.

§ 6 Default / Withdrawal

HP’s performance deadlines begin only after payment is received and all necessary information or cooperation is provided.

HP may suspend services if the Client defaults on payment.

Under installment agreements, HP may terminate the contract if the Client misses two payments and will claim remaining fees as damages.

The Client’s right of free cancellation is excluded.

§ 7 Performance

HP performs services per the agreement with due care and may engage third parties.

Unless otherwise agreed in writing, HP owes services, not a work product. Upon request, HP will provide details of services performed within a reasonable time.

If HP is prevented from performing by reasons within the Client’s sphere, payment is still due.

§ 8 Conduct & Respect

Public ratings or comments on HP by the Client (e.g., on Google My Business) require mutual agreement. Upon request, the Client will remove such ratings by HP. This applies even after contract termination.

If the Client participates in HP’s communities (e.g., on Facebook), they must protect HP’s interests. HP may temporarily or permanently suspend participation for harmful behavior.

§ 9 Third‑Party Rights

The Client guarantees that all materials provided (e.g., photos) are free of third-party rights or properly licensed and indemnifies HP against any claims.

§ 10 Usage Rights

The Client receives a non-exclusive usage right for deliverables provided by HP. These include documents, data, software, visuals, etc., created as part of the service.

Rights apply only after full payment.

If payment is by installments, usage rights transfer only after the final installment.

Transfer or modification of deliverables by third parties (including affiliates) is prohibited.

§ 11 Publicity Rights & Reference Approval

HP may list business clients in references, using their name and logo. Usage rights for this purpose are granted.

The Client agrees that partner agency Lorem Design may likewise use name and logo in their materials.

The Client may revoke this Consent in writing at any time. Upon revocation, HP & Lorem Design will cease usage within 30 days. Existing materials remain unaffected.

§ 12 Liability

HP is liable for damages only in cases of intent or gross negligence. For simple negligence, HP is liable only for personal injury, breach of essential contractual obligations (with damages limited to foreseeable loss).

HP is not liable for data or software loss beyond the typical restoration effort with proper backups. Product liability and any warranties remain unaffected.

Client acknowledges that third parties like Facebook or Google may withdraw campaigns without liability from HP.

§ 13 Data Protection & Data Security

The Client ensures GDPR and BDSG compliance when sharing personal data with HP.

The Client indemnifies HP against any GDPR/BDSG violations, unless HP is responsible.

§ 14 Final Provisions

Deviations from these GTC require written agreement. Individual agreements take precedence.

If a clause is invalid, it will be interpreted to match the intended purpose without affecting the remainder.

German law applies. Place of performance and exclusive jurisdiction is HP’s seat. The UNCITRAL Convention is excluded.

GTC Version: 2025