1. Scope
These general terms and conditions apply to all contracts between Signwire Media, owner Volker Burhoff, Am Lindenkreuz 43, 50259 Pulheim, Germany (“Signwire”) and its clients for marketing and sales on the client's behalf: setting up and managing advertisements, inquiry pages and automated replies, following up and booking appointments with the client's prospects, e-mail communication with the client's prospects and existing customers and, where commissioned, contacting the client's commercial prospects by phone.
Signwire provides services exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal persons under public law and special funds under public law with their seat in Germany, Austria or Switzerland. No contracts are concluded with consumers. The client confirms that it acts in the course of its trade or self-employed profession.
The contractual relationship is governed by the service agreement concluded with each client and its annexes (proposal, build plan, data processing agreement). Where the service agreement and these terms differ, the service agreement prevails. The client's own terms apply only if Signwire has agreed to them in writing.
2. Conclusion of the contract
The description of the services on the website is not a binding offer. After a first call the client receives a written proposal (build plan) with modules, fees, minimum term and recommended ad budget. The proposal is valid for 14 days. The contract comes about when both parties sign the service agreement or the client accepts the proposal in text form.
Setup begins after receipt of the setup fee, once the data processing agreement has been signed and the client's contributions under section 5 are available.
3. Services
The scope of services follows from the proposal and the service agreement. Possible modules are:
- paid ads on Meta and Google in the client's ad account;
- an inquiry page with preliminary questions;
- automated instant replies and appointment booking;
- callback, qualification, follow-up and scheduling of incoming inquiries;
- e-mail sequences for prospects and existing customers;
- maintenance of the Google Business Profile and review requests;
- contacting the client's commercial prospects in Germany by phone.
Signwire contacts private individuals only if they have made an inquiry with the client, responded to the client's advertising or consented to being contacted. There is no cold contact of consumers by phone or electronic means. Signwire contacts commercial prospects by phone only in Germany and only within the limits of § 7 (2) of the German Act against Unfair Competition (UWG).
Signwire owes the agreed activity, not a particular commercial result. In particular, Signwire does not owe a certain number of inquiries, appointments or orders and no certain revenue; the absence of results is not a defect. Whether prospects place orders also depends on the client's offer, price, capacity and market situation.
Signwire performs the services through its owner, its staff and, where necessary, carefully selected service providers, and remains the client's sole contractual partner. Third-party services (advertising platforms, telephony, appointment booking, hosting) are subject to their own terms of use; Signwire has no influence on their availability, approvals or rule changes.
4. Acting on the client's behalf
Towards the client's prospects and customers Signwire acts recognisably on the client's behalf. Signwire answers inquiries and books appointments within the information approved by the client, but gives no price commitments and concludes no contracts in the client's name unless the service agreement provides otherwise. Contracts with the client's customers come about exclusively between the client and the respective customer. Signwire does not accept money from the client's customers.
5. Client cooperation and ad budget
The client provides in good time everything the service needs: information on services, territory and capacity, image and text material with the necessary usage rights, access to ad accounts, Google Business Profile, calendar and domain, and a contact person who usually answers questions within two working days. The client approves every ad, every page and every automated message before publication; nothing goes live without approval. The client attends the booked appointments itself and performs its services towards its customers itself.
Ad accounts run in the client's name with the client's own payment method. The client pays the ad budget directly to the respective platform; Signwire neither advances it nor re-invoices it. The client warrants that its advertising and materials contain no unsubstantiated result claims and that, for e-mail marketing to its existing customers, the requirements of § 7 (3) UWG are met or consents can be proven.
6. Calls, do-not-contact list and recording
Signwire makes phone calls by hand, one number at a time, without automatic dialling systems and without pre-recorded announcements. In every call Signwire states who is calling and on whose behalf. Anyone who no longer wishes to be contacted is placed on Signwire's do-not-contact list at once; this block applies across all clients. Calls are not recorded unless all participants have expressly consented beforehand (§ 201 of the German Criminal Code).
7. Fees and payment
The fees follow from the proposal and the service agreement and consist of:
- a one-time setup fee, payable in full before the work begins;
- a fixed monthly fee for management, follow-up and scheduling, payable monthly in advance;
- where applicable, one-time fees for additionally commissioned modules as stated in the proposal.
The ad budget is not part of the fees (section 5). All amounts are net of statutory VAT. For clients with their seat in Austria or Switzerland no German VAT is charged; tax liability passes to the client under the rules in force there. Invoices are payable within 14 days without deduction. In case of default Signwire may suspend the services after a reminder and pause running ads.
8. Term and termination
The contract runs for the minimum term of three or six months stated in the proposal. After the minimum term it continues for an indefinite period and can be terminated by either party with 14 days' notice to the end of a month. Termination requires text form; an e-mail is sufficient. The right to terminate for cause remains unaffected.
At the end of the contract Signwire hands over to the client the access to the inquiry page, automations and calendar, where they do not already run in the client's name, as well as the list of inquiries with status and call results. Signwire deletes the data of the engagement in line with the data processing agreement; entries on the do-not-contact list are retained to honour the rights of the persons concerned.
9. Confidentiality and data protection
Both parties keep the other party's non-public information confidential and use it only to perform the contract. This obligation survives the end of the contract. Signwire names the client as a reference only with its consent in text form.
Where Signwire processes personal data of the client's prospects and customers, it does so on the client's behalf as a processor. The parties conclude a data processing agreement under Article 28 GDPR, which takes precedence in matters of data protection and lists the authorised sub-processors. The client remains responsible for the lawfulness of its advertising and the consents of its customers; Signwire keeps the contact records. How Signwire handles personal data is described in our privacy policy.
10. Liability
Signwire is liable without limit for intent and gross negligence, for injury to life, body or health, and under the German Product Liability Act.
For slight negligence Signwire is liable only for the breach of an essential contractual obligation, that is an obligation whose performance makes the proper execution of the contract possible in the first place and on which the client may rely, and only for the foreseeable damage typical for this type of contract. Apart from the cases in the first paragraph, Signwire's total liability is limited to the fees the client paid to Signwire in the twelve months before the damaging event.
Signwire is not liable for indirect or consequential damage, lost orders, lost profit or revenue, for the ad budget the client paid to platforms, nor for outages, suspensions or rule changes of third-party platforms. The client indemnifies Signwire against third-party claims based on the client's information, materials, consents or services, unless Signwire exceeded the client's approval or breached the rules in section 6.
11. Governing law and final provisions
These terms and every contract with Signwire are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction for merchants, legal persons under public law and clients without a general place of jurisdiction in Germany is Cologne, Germany.
Changes to a contract require text form. If a provision of these terms is or becomes invalid, the remaining provisions stay in force; the invalid provision is replaced by the statutory rule.
Questions about these terms: info@signwire-media.com.