General Terms and Conditions<\/h1>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t

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AGENCYFLOW<\/strong><\/p>

the<\/p>

JDF Consulting GmbH
Gropiusstra\u00dfe 7
48163 M\u00fcnster<\/p>

(hereinafter also referred to as\u201cAGENCYFLOW\u201d<\/strong>)<\/p>

1. SCOPE OF APPLICATION<\/strong><\/p>

1. These General Terms and Conditions (\u201cGTC\u201d) apply to the services provided by JDF Consulting GmbH under the product name \u201cAGENCYFLOW\u201d (hereinafter also referred to as \u201cAGENCYFLOW\u201d) to the contracting company (hereinafter referred to as the \u201cClient\u201d). Hereinafter, AGENCYFLOW and the Client are each referred to individually as a \u201cParty\u201d and collectively as \u201cthe Parties.\u201d <\/li>
2. AGENCYFLOW addresses these GTC and the services to be provided exclusively to companies within the meaning of Section 14 of the German Civil Code (BGB) as well as legal entities under public law and special funds under public law, but not to consumers (Section 13 BGB).<\/li>
3. The basis of the business relationship between AGENCYFLOW and the Customer shall be, in addition to these GTC, AGENCYFLOW’s offer to the Customer, within the framework of which the parties agree on the essential features of the provision of services. Provisions deviating from these GTC in the offer or in other “binding agreements” (binding agreements are joint agreements on the adjustment, supplementation or amendment of the provision of services by the parties, which are made at least in text form – e-mail is sufficient – and supplement these GTC in this respect with legal effect) shall take precedence over these GTC. <\/li>
4. The client’s terms and conditions shall not apply, even if their validity is not expressly contradicted in individual cases.<\/li>
5. As soon as the Client accepts AGENCYFLOW’s offer (at least in text form – e-mail is sufficient), the Client commissions AGENCYFLOW to provide the services specified in the offer or in Binding Agreements on the terms and conditions specified therein and in these GTC and a service contract is concluded between the parties.<\/li>
6. Unless the parties agree otherwise, the services to be provided by AGENCYFLOW shall be services within the meaning of \u00a7\u00a7 611 et seq. BGB (GERMAN CIVIL CODE).<\/li>
7. Should AGENCYFLOW process personal data for the Client during the business relationship within the framework of the contractual relationship with the Client, this processing shall be carried out on the basis of an order processing contract pursuant to Art. 28 GDPR (“DPA”), which the parties may conclude with each other. <\/li><\/ol>

   2. CONTENT OF THE BUSINESS RELATIONSHIP<\/strong><\/p>

   1. The Client commissions AGENCYFLOW with the provision of services in relation to the topic of “process automation” including possible services in the areas of consulting, coaching, training, realization and implementation for the Client (hereinafter also referred to as “Projects”). <\/li>
   2. AGENCYFLOW’s activities include in particular the design and implementation of specific services in the field of process automation, for example by establishing “MOCO” as a central control system and connecting it with tools such as Notion, Slack, HubSpot and Google Workspace via low-code automation. As a result, the client receives standardized processes, less manual effort and better controlling for scalable growth. <\/li>
   3. In principle, AGENCYFLOW shall be free to choose the time and place of performance of its activities and the implementation of its strategies and measures, unless the Client makes express specifications in this regard.<\/li>
   4. If the parties have not expressly agreed this, AGENCYFLOW shall not be obliged to bring about success with its services. AGENCYFLOW shall only be obliged to exercise the diligence of a prudent and conscientious businessman when providing its services. <\/li>
   5. AGENCYFLOW shall be entitled to have services and\/or partial services in a project provided by subcontractors (in particular by commissioning third parties and affiliated companies of AGENCYFLOW), unless the Client expressly objects (text form is sufficient) to the provision of services by the subcontractors selected by AGENCYFLOW for understandable and comprehensible reasons. In the latter case, AGENCYFLOW shall remain obliged to provide the services independently, but shall be entitled to terminate the business relationship with the Client with one month’s notice. <\/li>
   6. AGENCYFLOW shall be entitled to broker third-party services from so-called software tools, such as in particular digital tools such as MOCO, Notion, Slack, HubSpot, Google, etc., to the Client, provided that the Client has a need for the provision of specific third-party services by the aforementioned software tools. Unless otherwise agreed, the brokerage of third-party services to the Client shall take place in such a way that AGENCYFLOW brings the providers of the third-party services and the Client into contact with each other and, if necessary, leads the negotiations between them or even directly brings about contracts between them. However, an order and thus a contractual relationship is only established directly between the provider of the third-party services and the Client. AGENCYFLOW is entitled to demand a commission for the mediation, which has already taken place by bringing the provider of the third-party services into contact with the Client, as expressly agreed in advance in the offer or in binding agreements, provided that an order or contractual relationship is actually established between the provider of the third-party services and the Client.<\/li><\/ol>

      3. SERVICE CONTENTS<\/strong><\/p>

      1. AGENCYFLOW’s services include the content presented in the offer.<\/li>
      2. The parties may regulate details of AGENCYFLOW’s performance obligations in the offer or in binding agreements.<\/li>
      3. The services themselves shall be provided by AGENCYFLOW at its own discretion either on site or remotely via video conference. Deviating arrangements can be made in consultation with the client. <\/li><\/ol>

         4. OBLIGATIONS OF THE CLIENT TO COOPERATE<\/strong><\/p>

         1. The Client shall be obliged to support AGENCYFLOW in the provision of services to the best of its ability and shall provide AGENCYFLOW with all necessary data, information, rights and documents and in particular feedback on services performed by AGENCYFLOW in good time, if necessary within 48 hours of the corresponding request or provision by AGENCYFLOW, without infringing any third-party rights.<\/li>
         2. AGENCYFLOW shall not be responsible for time or organizational postponements or delays caused by the Client not fulfilling its obligations to cooperate or not doing so on time. In the aforementioned cases, AGENCYFLOW shall be entitled, at its own discretion, to delay its obligation to perform accordingly. In no event shall the Customer be entitled to reduce its own obligation to pay the agreed remuneration. <\/li>
         3. Unless otherwise stated in the offer, the Client must inform AGENCYFLOW in writing (text form is sufficient) within ten working days of receipt of the offer whether it accepts it or wishes to make changes to it. The Client shall inform AGENCYFLOW in writing (text form, i.e. e-mail is sufficient) of any change requests. <\/li>
         4. Based on the indication of important reasons that have arisen in the sphere of the Client, such as illness or other unforeseen changes in its business operations, the Client shall be entitled to postpone deadlines agreed with AGENCYFLOW or project services already agreed to an alternative date that is suitable for both parties. Should this result in additional expenses on the part of AGENCYFLOW compared to the agreements made in the offer or in binding agreements, AGENCYFLOW shall be entitled to invoice these additional expenses. <\/li>
         5. With regard to the logos, brands, designs, company trademarks or other rights (hereinafter “Intellectual Property” or “IP”) made available to AGENCYFLOW for the provision of services, the Client shall be solely responsible for complying with legal and statutory admissibility. This means, for example, that the Client must carry out trademark law checks or ensure that the use of the services by AGENCYFLOW or the services of selected third parties involving the Client’s IP does not infringe the rights of third parties. Should this be the case and should AGENCYFLOW be held liable as a result, the Client shall indemnify AGENCYFLOW against this liability and, should the Client not assume the corresponding legal action itself, shall reimburse AGENCYFLOW for the costs of appropriate legal action. <\/li>
         6. AGENCYFLOW shall provide the Client with shared systems for the duration of the collaboration. These joint systems may in particular consist of corresponding software in which or with which the Client can track the provision of services by AGENCYFLOW. The Client shall be obliged to use these joint systems as part of the cooperation. <\/li><\/ol>

            5. REMUNERATION<\/strong><\/p>

            1. AGENCYFLOW shall receive remuneration for the provision of the services described in the offer, in Binding Agreements and in the GTC in the amount specified in the offer.<\/li>
            2. Unless expressly stated in the offer, all services provided by AGENCYFLOW in terms of remuneration are subject to statutory VAT, if and insofar as this is applicable.<\/li>
            3. All remuneration components are net plus statutory VAT. Remuneration shall generally be paid 14 days after receipt of a proper invoice by the Client to the bank account specified by AGENCYFLOW. Should this not occur, AGENCYFLOW shall be entitled to withhold its services until the corresponding payment has been credited to its account. <\/li>
            4. If no payment is received despite expiry of the deadline, AGENCYFLOW shall be entitled to demand interest at the statutory rate (\u00a7 288 BGB), i.e. currently 9% points above the base interest rate.<\/li>
            5. AGENCYFLOW shall be entitled at any time to demand partial payments for self-contained parts of an order. In particular, AGENCYFLOW shall be entitled to demand 50% of the agreed remuneration in advance as a down payment. <\/li>
            6. If AGENCYFLOW is commissioned to provide one-off services, AGENCYFLOW may also demand 100% of the agreed remuneration in advance as a down payment.<\/li>
            7. In the case of extensive orders of longer duration (longer than 3 months since the conclusion of the contract), AGENCYFLOW shall be entitled to demand partial payments irrespective of the completion of self-contained parts of the order. The prerequisite for this is that the services invoiced in each case are comprehensible to the Client from the respective invoice. <\/li>
            8. If AGENCYFLOW is commissioned to provide services to be rendered on a permanent basis, AGENCYFLOW shall invoice on a monthly basis at the beginning of each month.<\/li>
            9. Travel costs and expenses shall be reimbursed separately. The rates and amounts stated in the offer shall apply. Travel time shall be charged at half of the expense-based remuneration in the amount specified in the offer. If the parties have not made any further arrangements, remuneration shall otherwise be based on the maximum tax rates applicable at the time the service is provided. <\/li>
            10. Reimbursement of expenses incurred by AGENCYFLOW in the performance of tasks within the scope of the business relationship and not already covered by the remuneration shall be reimbursed by the Client upon presentation of the original receipts or in advance by submission of corresponding offers, orders or invoices.<\/li><\/ol>

                6. REFERENCE<\/strong><\/p>

                AGENCYFLOW is entitled to use the trademarks, logos, names, designs or other business identifiers of the Client in any form for its own marketing purposes during the business relationship and beyond, without the obligation to pay separate remuneration, subject to an objection possible at any time for the Client.<\/p>

                7. OTHER EMPLOYMENT<\/strong><\/p>

                1. During the term of the service contract, AGENCYFLOW may accept further employment with other clients. However, AGENCYFLOW shall ensure that the orders placed by the Client are fulfilled as agreed. <\/li>
                2. During the term of the service contract, AGENCYFLOW is expressly prohibited from acting directly or indirectly as AGENCYFLOW or as an employee for a company that is in competition with the Client or from developing its own entrepreneurial activities that could compete with the Client. In doing so, AGENCYFLOW shall observe the confidentiality obligations set out in Clause 10 of these GTC. <\/li><\/ol>

                   8. RIGHTS OF USE<\/strong><\/p>

                   1. All rights and rights of use that exist in the services of AGENCYFLOW or arise through the commissioning and provision of services by AGENCYFLOW under the service contract, which applies in particular to rights and rights of use to the processes established at the Client, shall be transferred to the Client for independent use within the framework of the conditions set out in this Clause 8. <\/li>
                   2. AGENCYFLOW therefore grants the Client simple rights of use for the duration of the service contract and beyond that for the duration for which the Client uses AGENCYFLOW’s services as agreed. The right to edit and use the rights granted is permitted to the Client. The Client shall independently ensure compliance with the (usage) rights of the third-party services provided or procured by AGENCYFLOW (see also Clause 2 (6)). The Client is not permitted to transfer the rights granted to third parties. <\/li>
                   3. AGENCYFLOW shall also remain entitled in particular to use its sketches, its ideas or ideas for measures and their implementation, its designs and its know-how for other projects and activities for other clients. In doing so, AGENCYFLOW shall ensure that the rights and, in particular, the industrial property rights of the client are not impaired. <\/li><\/ol>

                      9. LIABILITY<\/strong><\/p>

                      1. AGENCYFLOW is obliged to carry out all orders with professional and commercial diligence to the best of its knowledge and belief and in compliance with the generally recognized principles of the advertising and agency industry.<\/li>
                      2. AGENCYFLOW shall only be liable for damages incurred by the Client due to defects, delay or non-fulfillment of AGENCYFLOW’s obligations if the defects complained of could not be remedied even after written notification (text form sufficient) by the Client specifically naming the defect, delay or non-fulfillment and setting a deadline of at least 10 working days for their remedy. In this case, the obligation to pay compensation includes in particular the costs for a new concept, planning and provision of the service. Defects, delays or non-fulfilment shall not be deemed to exist in particular if <\/li>
                      3. AGENCYFLOW and the client make several correction loops with regard to their own service provision. There shall be no defect, delay or non-performance even if the reason for this lies in the sphere of the Client or in the sphere of third-party services provided or brokered to the Client.
                         Furthermore, AGENCYFLOW shall not be responsible for any defects or errors that occur on or in connection with the use of the platforms of the providers of third-party services, such as MOCO, Notion, Slack, HubSpot or Google etc.. Should problems arise in the sphere of these platforms that have an influence on the provision of services by AGENCYFLOW, AGENCYFLOW cannot be held liable for any resulting damage. Any corresponding liability on the part of AGENCYFLOW is hereby excluded insofar as AGENCYFLOW is not at fault. The same shall apply if a user account or account of the Customer on one of these platforms is hacked or compromised without AGENCYFLOW being at fault. <\/li>
                      4. AGENCYFLOW shall be liable without limitation for all other damages incurred by the Customer due to culpable conduct on the part of AGENCYFLOW in the event of intent and gross negligence and in the event of slight negligence only in the event of a breach of material contractual obligations and limited to the damage typically foreseeable at the time of conclusion of the contract. The aforementioned limitation shall not apply to injury to life, limb or health or if a limitation of liability would violate mandatory law. <\/li>
                      5. The liability of AGENCYFLOW for indirect damages and consequential damages, in particular loss of profit, is excluded.<\/li>
                      6. AGENCYFLOW is expressly not liable to the Client or other third parties for damages resulting from misuse of the services, solutions and rights developed as part of a project. Such misconduct may, in particular, be due to inadequate implementation of AGENCYFLOW’s recommendations for action on the part of the Client. The Client shall be solely responsible for the proper use of the services developed or provided by AGENCYFLOW.
                         In all other respects, the statutory liability provisions shall apply. <\/li><\/ol>

                         10. CONFIDENTIALITY<\/strong><\/p>

                         1. In the course of the cooperation, both parties gain knowledge of trade secrets of the other party or third parties. A trade secret is information that is neither generally known nor readily accessible to persons who normally deal with this type of information, is therefore of commercial value and is therefore subject to appropriate confidentiality measures (cf. Section 2 GeschGehG). A trade secret is also information that is marked as a trade secret, that is protected by industrial property rights or copyright, that is subject to banking secrecy or data protection and for which there is a legitimate interest in confidentiality. Information that is known to the other party prior to disclosure, that has become known to the public after disclosure without the involvement of the disclosed party, that the disclosed party has learned from an authorized third party and that the disclosed party has developed itself is not a trade secret. <\/li>
                         2. The receiving party and all those who come into contact with trade secrets as intended are obliged to treat the trade secrets as strictly confidential and only use them or disclose them to third parties and employees if this is necessary in connection with the business purpose. In all other respects, the receiving party shall protect the trade secrets from disclosure to third parties. <\/li>
                         3. Objects, files or other intangible objects containing business secrets must be deleted or returned to the disclosing party immediately at the request of the disclosing party or at the latest upon termination of the contractual relationship.<\/li><\/ol>

                            11. TERM & TERMINATION<\/strong><\/p>

                            1. The duration of the business relationship between the parties shall depend on the duration or term of the projects to be carried out hereunder or, alternatively, on the agreements between the parties in the offer.<\/li>
                            2. Unless otherwise specified in the offer, the business relationship shall end upon completion of the projects and full performance of the respective agreed service obligations or upon expiry of the agreed term.<\/li>
                            3. If the parties have agreed a so-called “retainer term”, i.e. a permanent provision of services with monthly support or other support according to time periods or agreed services, the contract term shall be 6 months in each case.<\/li>
                            4. The notice period for services to be provided on a permanent basis as part of a retainer term is 1 month to the end of each month. Notice of termination must be given in writing. If notice is not given, the contract term shall be extended by a further month in each case. <\/li>
                            5. For the duration of a specific project, the business relationship may only be terminated by either party for good cause. Should AGENCYFLOW make use of this right of termination, the Client shall have no right to assert claims for damages due to the premature termination of the business relationship. The services rendered up to the time the termination takes effect shall be properly invoiced and remunerated. <\/li>
                            6. In the event of extraordinary termination by AGENCYFLOW, AGENCYFLOW shall remain entitled to demand the agreed fee for the services rendered up to the effective date of termination (pro rata, if applicable). If the extraordinary termination is based on misconduct or a material breach of contract by the Client, AGENCYFLOW shall also be entitled to demand compensation for the damages and expenses incurred by AGENCYFLOW as a result of AGENCYFLOW relying on the continuation of the business relationship. <\/li><\/ol>

                               12. LAW & JURISDICTION<\/strong><\/p>

                               1. The law of the Federal Republic of Germany shall apply to the service contract and to all disputes arising from or in connection with this service contract. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. <\/li>
                               2. The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with the service contract is Berlin, Germany, subject to the application of mandatory procedural regulations on the place of jurisdiction.<\/li><\/ol>

                                  13. FINAL PROVISIONS<\/strong><\/p>

                                  1. Should individual provisions of this contract be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall replace such provisions with effective and enforceable provisions that come as close as possible to the meaning and economic purpose and the intention of the parties. The same applies to unintended loopholes. <\/li>
                                  2. All records, documents, data, data carriers, accesses, passwords, etc. that have been handed over or made available to AGENCYFLOW in connection with its services under the service contract shall be returned to the Client or deleted by the Client immediately upon the Client’s request, but at the latest immediately upon termination of the service contract.<\/li>
                                  3. Amendments and additions to the GTC and the entire service contract existing between the parties must be made in text form to be effective. Amendments and additions to the contract that are (or must be) made by AGENCYFLOW due to changed legal or technical requirements for the provision of services and that have no negative effects on the services to which the Client is entitled shall become effective if the Client does not object to an amendment in text form within one (1) month of receipt of a notification of amendment and AGENCYFLOW has informed the Client in advance of its right to object. If the Client objects to the amendment, the contract shall continue to apply unchanged and AGENCYFLOW shall be entitled to extraordinary termination of the contract with a notice period of one (1) month to the end of the next calendar month. Amendments and additions to the contract that AGENCYFLOW wishes to make due to changes in performance, remuneration or other commercial or operational requirements shall only become effective if the Client expressly agrees to them. The text form shall also apply to any amendment to this form clause. The precedence of individual ancillary agreements remains unaffected. The aforementioned deadlines do not apply and there is only a right to information about changes to the contract if the changes are necessary to avert an unforeseen and imminent danger in order to protect the client from fraud, malware, spam, data protection violations or other cyber security risks. <\/li>
                                  4. The parties may only assign claims arising from the service contract with the consent of the other party. \u00a7 Section 354a HGB remains unaffected. <\/li><\/ol>

                                     Status October 2025<\/strong><\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

                                     General Terms and Conditions AGENCYFLOW the JDF Consulting GmbHGropiusstra\u00dfe 748163 M\u00fcnster (hereinafter also referred to as\u201cAGENCYFLOW\u201d) 1. SCOPE OF APPLICATION These General Terms and Conditions (\u201cGTC\u201d) apply to the services provided by JDF Consulting GmbH under the product name \u201cAGENCYFLOW\u201d (hereinafter also referred to as \u201cAGENCYFLOW\u201d) to the contracting company (hereinafter referred to as the […]<\/p>\n","protected":false},"author":6,"featured_media":14122,"parent":0,"menu_order":51,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-15130","page","type-page","status-publish","has-post-thumbnail","hentry"],"yoast_head":"\n