Terms Of Service

This version is dated 27 January 2026.

PREAMBLE: DEFINITIONS & STRUCTURE

1. PARTIES & APPLICATION

1. We/Us/Our: Refers to Lukas Holschuh.
2. You/Your: Refers to:

1. A "Visitor" (anyone accessing the website holschuh.co.uk and anyone booking a free consultation, audit, strategy session, or sending Us an enquiry); or
2. A "Client" (anyone engaging Our services via a formal Agreement as defined in Part B).

2. STRUCTURE:

1. Part A applies to Visitors.
2. Part B applies to Clients.
3. Part C applies to EVERYONE (Visitors and Clients).

PART A: VISITOR TERMS

(The following visitor terms refer to Lukas Holschuh (“We”) and Our relationship with Our visitors (“You”).)

3. DEFINITIONS AND SCOPE

1. Definitions:
   

2. Eligibility & Business Use:

1. Application: These Visitor Terms apply to all Visitors.
2. Binding Agreement: By accessing this website, any of its subdomains, or any Content provided by Us, or by booking a consultation, audit, strategy session, or by sending Us an enquiry, You agree to be bound by the terms of this Terms of Service Agreement. The contract is formed when You access Our Website or Content. No separate text is stored for You. If You do not agree, You must stop using the website immediately or cancel Your booking or enquiry.
3. Age Restriction: You must be at least 18 years of age to use Our website. By using Our website or Our content, You warrant that You are at least 18 years of age, and have the legal capacity to enter into binding contracts.
4. B2B Intention: Our Website and Our Content are intended for use by business professionals and corporate entities. By using Our Website or Our Content, You warrant that You are using them for business or professional purposes.
5. Privacy: Your use of Our website and any processing of Your personal data is governed by Our Privacy Policy, available at holschuh.co.uk/privacy.
6. Sanctions: You represent and warrant that You are not located in a country subject to a UK, or EU government embargo, or that has been designated by the UK, or EU government as a "terrorist supporting" country, and that You are not listed on any government list of prohibited or restricted parties.

4. NO PROFESSIONAL ADVICE & AI DISCLAIMER

1. General Info: All Content provided on Our website (including blog posts, guides, and opinion pieces) is for general informational purposes only. It does not constitute professional, legal, financial, or marketing advice.
2. Accuracy Disclaimer: While We strive to provide accurate and up-to-date information, We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability of the website or the information, products, services, or related graphics contained on the website for any purpose.
3. Calculators, Visuals & Interactive Tools: Any calculators, estimators, interactive tools, charts, diagrams, and infographics provided on the website are for illustrative purposes only. They rely on hypothetical assumptions, simplified data models, and user inputs, they may be in Beta and contain bugs. Actual results will vary significantly based on market conditions, platform algorithms, and execution quality. We do not guarantee the accuracy of these tools or visuals, nor that You will achieve the results projected by them. Using these tools or visuals is at Your own risk.
4. Territorial Scope: The content on Our website is directed to users in the United Kingdom. We do not warrant that Content is appropriate or available for use in other locations.
5. AI Content: You acknowledge that We use Artificial Intelligence (AI) tools to assist in researching and drafting content, and to respond to enquiries. While We strive for accuracy, AI-generated Content may contain errors, hallucinations, or outdated information. We do not guarantee the accuracy of any content or any response received to an enquiry.
6. No Obligation to Update: We make no commitment to update the information on this website. Laws, regulations, and industry standards change frequently; therefore, information contained in blog posts or guides may become outdated. You should always verify information with a qualified professional before acting on it.
7. Affiliate Disclosure: Some content on Our website may contain affiliate links. We may earn a commission if You click on or purchase products via these links. However, Our editorial Content is not influenced by advertisers or affiliate partnerships. We maintain editorial independence and only recommend products or services We believe in. We accept no liability for third-party products purchased via affiliate links.

5. FREE CONSULTATIONS, AUDITS, ENQUIRIES

1. Preliminary Nature: Any free consultation, audit, strategy session, or enquiry provided by Us prior to engaging Our Services is strictly a preliminary review based on limited data. It does not constitute a comprehensive audit or a binding professional assessment.
2. No Reliance: You agree not to rely solely on this preliminary review for critical business decisions. We accept no liability for any actions You take or fail to take based on the information provided during a free consultation, audit, strategy sessions, or enquiry provided prior to engaging Our Services.
3. No Client Relationship: A free consultation, audit, strategy session, or enquiry does not create a formal Client relationship governed by Part B of this Terms of Service Agreement.
4. Right to Refuse: We reserve the right to decline any request for a consultation, audit, strategy session, or enquiry response at Our sole discretion, without providing a reason.
5. No Partnership: Nothing in these Visitor Terms or Your use of the website or Your use of any free consultation, audit, strategy session, or enquiry shall be construed to create a partnership, joint venture, or agency relationship between You and Us.

6. INTELLECTUAL PROPERTY & PERMITTED USE 

1. Ownership: All content on Our website, any of its subdomains, and any other Content provided by Us (including text, graphics, logos, and software) is the property of Lukas Holschuh or Our licensors and is protected by copyright laws, except where stated otherwise.
2. Licence granted by Us: We grant You a limited, revocable, non-exclusive licence to view and consume Our Content as and when it is available to You.

1. Internal Use: You may distribute the Content within Your organisation for internal business use only.
2. Private Sharing: You may share the Content with others privately with proper attribution, but You may not make the Content publicly accessible (e.g. uploading a PDF guide to a public website).
3. Public Excerpts: You may share a short preview or excerpt of the Content publicly (e.g., on social media) only if accompanied by proper attribution or a link back to the original Content on Our Website.

3. Restrictions: You must not reproduce Our Content in full publicly or alter, modify, or create derivative works from the Content in any way. You must not use any illustrations, photographs, video or audio sequences, or any graphics separately from any accompanying text.
4. Commercial Use: You must not use any part of the Content on Our Website for commercial purposes without obtaining a licence to do so from Us or Our licensors. Exception: We permit operators of public search engines and AI-powered tools to use automated agents (spiders/bots) to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials and citing them in answers to user queries, subject to compliance with Our robots.txt files.
5. Text & Data Mining Reservation: We expressly reserve Our rights to text and data mining. The automated reading, scraping, or analysis of Our Content for the purpose of training Artificial Intelligence (AI) systems is prohibited without Our express written consent.
6. Termination due to breach: Should You fail to comply with the terms of this Licence, or with the terms of this Terms of Service Agreement or any other Agreement, the rights granted to You under this Licence shall automatically terminate.
7. Reinstatement after cure: Where Your right to use the licence has terminated, it is automatically reinstated as of the date the violation, breach, or default is cured, provided that this Terms of Service Agreement has not been terminated, or upon express reinstatement by Us. For the avoidance of doubt, this provision does not hinder Our right to seek remedies for any violations of this licence.
8. Intellectual property: All Intellectual Property Rights and distribution rights remain exclusively with Us except the licence.
9. Pre-existing intellectual property: Nothing in this Terms of Service Agreement shall affect the ownership of any pre-existing Intellectual Property Rights of either party.
10. No warranties: To the fullest extent permitted by law, and subject to the implied terms under the Supply of Goods and Services Act 1982, the licensed material is provided "as-is" and "as-available", with no warranties of any kind, express or implied. This includes, but is not limited to, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of defects or errors.
11. Indemnification: You acknowledge and agree to indemnify and save Us, and any of Our Substitutes, harmless from and against any and all claims, liability, loss, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) arising from the licence granted in this Terms of Service Agreement or the use of the licensed materials.
12. Limitation of Liability: To the extent possible by law, the above disclaimers and limitations shall be interpreted to most closely approximate an absolute waiver of all liability.

7. USER GENERATED CONTENT

1. Licence granted by You: For the limited uses as outlined in this licence, You hereby grant Us a perpetual, royalty-free, worldwide, unalterable, non-exclusive, and fully sublicensable right and licence to Your names, trademarks, service marks or logos, and any reviews, testimonials, or comments You submit to Us.
2. Permitted use: We may use, distribute, reproduce, modify, adapt, publicly perform, and publicly display the licensed content and materials (e.g. displaying Your logo or review on Our Website).
3. Moral Rights: You agree not to assert any moral rights, including attribution and integrity, against Us in relation to Our permitted use of the content and materials as outlined in this licence, to the extent that such waiver can lawfully be made.
4. Intellectual property: All Intellectual Property Rights and distribution rights remain exclusively with You except the licence.

8. THIRD-PARTY LINKS & RESOURCES 

1. Links from Us: Where Our Website contains links to other sites and resources provided by third parties, these links are provided for Your information only. Such links should not be interpreted as approval by Us of those linked websites or information You may obtain from them.
2. No Responsibility: We have no control over the contents of those sites or resources and accept no responsibility for them. We explicitly dissociate ourselves from any illegal or harmful content on linked pages.
3. Linking to Us: You may link to Our website, its subdomains, or content, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Our part where none exists. We reserve the right to withdraw linking permission without notice.
4. No Framing: Our site must not be framed on any other site.
5. Deep Linking: You may not deep-link to pages in a way that bypasses protections or frames content.

9. USER CONDUCT & INDEMNITY 

1. User Content: If You submit any content to Us (e.g., reviews, enquiry forms, comments), You warrant that such content is legal, not defamatory, and does not infringe any third-party rights.
2. No Confidentiality: You acknowledge that We do not accept confidential information via Our free consultations, audits, strategy sessions, website forms, or enquiries. Any information, ideas, suggestions, business data, or metrics You submit to Us will be treated as non-confidential and non-proprietary. You assign all intellectual property rights of such information to Us. We shall be free to use such information for any purpose (including case studies) without compensation or attribution to you. You should not submit any information that You consider to be a trade secret or highly sensitive proprietary data.
3. Prohibited Uses: You may not use Our site:

1. In any way that breaches any applicable local, national, or international law or regulation.
2. If You are located in a country subject to a UK, or EU government embargo/sanctions.
3. To transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material (spam).
4. To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs.
5. You must not attempt to gain unauthorized access to Our Website, the server on which Our Website is stored, or any server, computer, or database connected to Our Website.
6. DoS Attacks: You must not attack Our Website via a denial-of-service attack or a distributed denial-of-service attack.

4. Termination of Access: In the event of any prohibited use, Your right to use Our Website will cease immediately.
5. Indemnity: You agree to indemnify Us against all claims, liabilities, and expenses arising out of Your misuse of the website, subdomains, content, any free consultation, audit, strategy session, or enquiry, Your violation of these Terms, or any illegal content You submit to Us.

10. WEBSITE AVAILABILITY & SECURITY

1. Temporary Access: Access to Our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue, or change all or any part of Our Website without notice. We will not be liable to You if for any reason Our Website is unavailable at any time.
2. Availability: We do not guarantee that the website or any Content will be available at all times or without interruption. We reserve the right to suspend, withdraw, or restrict the availability of all or any part of Our website for business and operational reasons.
3. Notice & Takedown: If You believe Content infringes Your rights, please contact Us via email. We will investigate and remove infringing material.
4. Security: If You choose, or are provided with, a user identification code, password, or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party.
5. Disabling Accounts: We have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion You have failed to comply with any of the provisions of this Terms of Service Agreement or the terms of any other Agreement, or at the end of this Terms of Service Agreement or any other Agreement.
6. Security & Viruses: We do not guarantee that Our site will be secure or free from bugs or viruses. You are responsible for configuring Your information technology, computer programmes, and platform to access Our site. You should use Your own virus protection software.
7. Termination of Access: We reserve the right to terminate or suspend Your access to the website immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach any terms of this Terms of Service Agreement or any other Agreement.

11. RESULTS DISCLAIMER

1. Testimonials & Results: Where We provide case studies, testimonials, or examples of results achieved for other clients, these are for illustrative purposes only. They do not constitute a guarantee, warranty, or prediction regarding the outcome of Your specific project. Your results may vary based on Your industry, budget, and other factors.

12. CONSUMER DISPUTE RESOLUTION

1. Dispute Resolution: We are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board.

13. LIMITATION OF LIABILITY

1. Exclusion: To the maximum extent permitted by applicable law, We exclude all conditions, warranties, representations, or other terms that may apply to Our Website and Content, and any free consultation, audit, strategy session, or enquiry, whether express or implied.
2. No Liability for Loss: We will not be liable to You for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

1. Use of or reliance on, or inability to use, Our Website; or
2. Use of or reliance on, or inability to use, Our Content; or
3. Use of or reliance on, or inability to use, any free consultation, audit, strategy session, or enquiry.

3. Specific Business Losses: In particular, We will not be liable for:

1. Loss of profits, sales, business, or revenue;
2. Business interruption;
3. Loss of anticipated savings;
4. Loss of business opportunity, goodwill, or reputation; or
5. Any indirect or consequential loss or damage.

4. Statutory Exceptions: Nothing in these Visitor Terms excludes or limits Our liability for death or personal injury arising from Our negligence, or Our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law (or German law where mandatory).

14. SURVIVAL OF PART A TERMS 

1. No Expiry: All provisions of this Part A are intended to continue in force indefinitely, regardless of whether You stop using the website, or terminate this Terms of Service Agreement or any other Agreement with us. This specifically includes, but is not limited to, the disclaimers, liability exclusions, intellectual property restrictions, and indemnity obligations.

PART B: CLIENT TERMS

(The following client terms refer to Lukas Holschuh (“We”) and Our relationship with Our clients (“You”). These terms apply only when You formally engage Our services, e.g., by signing a proposal or contract.)

15. AGREED TERMS

1. Definitions

1. In this Terms of Service Agreement, the following terms have the following meanings:

16. PROVISION OF SERVICES

1. Effective date: This Terms of Service Agreement becomes effective on the date You engage Our Services or enter into an Agreement with Us. Your acceptance of these terms is an absolute condition for engaging Our Services or entering into an Agreement with Us. Any Agreement entered into between You and Us also signifies Your acceptance of all the terms and conditions contained in this Terms of Service Agreement.
2. Acceptance of terms: You shall engage Us as per the terms agreed in this Terms of Service Agreement and any other Agreement.
3. Job platform requirements: For projects initiated on third-party job platforms (e.g. Upwork), You are required to maintain an active and compliant account and project listing throughout the duration of the Services or until such time as all payments due to be made under this Terms of Service Agreement or any other Agreement which are required to take place via this job platform are completed. If Your job platform account or project becomes inactive or non-compliant, and We reasonably expect this to prevent Us from receiving payments for Services due, or materially hinders Our ability to provide Services effectively, We reserve the right to suspend or delay the provision of Services. Failure to maintain such account and project status is a material breach of this Terms of Service agreement and may result in the suspension or termination of Services, subject to the provisions of this Terms of Service Agreement.

17. PAYMENT TERMS

1. Payment of fees: You shall pay the fees that are agreed as part of any Agreement entered between You and Us or that are due under the terms of any Agreement entered between You and Us.
2. Payment method and currency: Payment is to be made via bank transfer to Our account in the invoiced currency, except where payment is due via Upwork. We typically invoice in Pound Sterling (GBP). However, for payments made via Upwork, invoices will be issued in US Dollars (USD), and all fees will be converted to USD when they first become due. Occasionally, We may agree in writing to invoice or accept payment in other currencies. Unless expressly agreed otherwise in writing, You are responsible for all payment processing charges associated with Your payment, ensuring that We receive the full invoice amount in the invoiced currency. This includes, but is not limited to, bank transfer fees, intermediary bank fees, correspondent bank fees, currency conversion charges, exchange rate differences, or any other transaction fees levied by Your bank, payment provider, or any intermediary. For clarity, You are not responsible for Our bank's receiving fees.
3. Invoices: Invoices are issued electronically via email only. Invoices for recurring fees are issued monthly. Invoices are deemed to be received immediately on the date they were issued (irrespective of the time or date of their receipt).
4. Payment via job platforms: Notwithstanding the foregoing, for projects initiated on third-party job platforms (e.g. Upwork), invoices and money transfers may be required to take place via this platform according to the terms of this platform. Where payment is due in advance, You shall make a manual, direct payment via this platform. If the job platform requires payments in a different currency, We will convert all fees to this currency when they are first due. We do not accept funds placed in escrow. Both parties agree to move payments off the job platform as soon as it is permitted by the job platform's terms.
5. Payment by other means: Notwithstanding the foregoing, in the event that You breach any of Your obligations under this Terms of Service Agreement, We shall have the right to request payment via other payment methods.
6. Due dates: Where a fixed fee, partnership fee, or retainer is agreed, payment is required in advance. Commission on ad spend is due on the monthly renewal date for the previous month. All other payments are due within seven (7) calendar days of the invoice date. In rare instances, different due dates may apply as specifically stated in Our Agreement.
7. Included hours: The hours included in Our fees are calculated based on Our hourly rate (retainer fee divided by hourly rate).
8. Inflation adjustment: You agree to an annual adjustment of Our fees on 01 January based on the United Kingdom's inflation rate, using Retail Price Index (RPI) +3.9%. If the inflation rate is positive, the fees will be adjusted accordingly. Where You do not agree with the adjusted fees, and You exercise Your termination rights under this Terms of Service Agreement or any other Agreement within fourteen (14) days of receiving notice of the inflation adjustment, the inflation adjustment will not apply for the remainder of the then-current contract term. If You do not exercise Your right to terminate within fourteen (14) days of receiving notice of the inflation adjustment, You will be deemed to have accepted the adjusted fees.
9. Late payment policy: Late payment will not be tolerated. In the event of late payment, no Services are due to be provided until We receive payment in full. Late payments will incur a 25% surcharge on the overdue amount, as well as any statutory fees, interest, and debt recovery costs. The 25% surcharge is applied to any balance overdue by fourteen (14) calendar days or more. You agree to indemnify Us against any and all reasonable and direct costs (including but not limited to: legal fees and expenses, collection costs, recovery efforts, expenses of time and effort, and administration fees) resulting from Your late payment or non-payment. You agree that these fees are reasonable and accept that they constitute “reasonable costs” under late payment legislation, including under the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2013.
10. No refund policy: Except as otherwise explicitly provided herein or in accordance with applicable laws, all sales and transactions are final. We do not offer refunds for any payments made to Us, including but not limited to overpayments, underpayments, or any payment made in error. However, We may offer credits for significant overpayments. We do not accept returns, exchanges, or offer reimbursements for any reason. You are fully responsible for confirming the accuracy of Your payment amount and the product or service purchased. You expressly waive any right to dispute a payment or initiate a chargeback with Your payment provider, except where fraud is proven or as permitted by applicable law. By using Our Services and making any payment, You acknowledge this no refund policy and relinquish any claim to recoup payments made under any circumstances, except as may be permitted by applicable law. You accept this clause as binding and acknowledge it as a key condition of entering into any Agreement with Us. However, notwithstanding this general policy, refunds or partial refunds may be considered or required in exceptional circumstances, such as in the event of a material breach of this Agreement by Us that is not remedied within the timeframes specified within this Agreement, or as required by applicable UK law.
11. Ad spend: You shall pay any ad spend to the ad platform directly at Your sole expense and without delay. For projects that include ad management, You shall make an appropriate monthly or daily budget for ad spend available at Our disposal.
12. Other expenses: You shall settle at Your sole expense and without delay any invoices or claims issued to You by third parties in connection with the Services provided by Us to You, such as but not limited to any invoices for ad spend or software usage. For the avoidance of doubt, this clause does not apply to invoices or claims that are issued to Us, such as any use of Our own software.
13. Third-Party Payment Platforms: Payment must be made via the method specified on Our invoices and in compliance with the payment instructions provided. Should You insist on requiring Us to register or use a third-party finance or payment platform as a condition for receiving payment, We may charge an administration fee for the time required to configure and manage this process. If We determine that the effort involved is unreasonable or that technical or operational constraints prevent compliance, We may not be able to do so.

18. COOPERATION

1. Obligation to cooperate: You shall, in good faith, cooperate with all Our specific, reasonable requests and adhere to recommendations that directly pertain to the delivery or performance of Our Services. Such cooperation shall include, but is not limited to, timely provision of information, decisions, or approvals genuinely required by Us to fulfil Our obligations under this Terms of Service Agreement and any other Agreement.
2. Timely communication: In the event We issue communication necessitating Your response to advance the delivery or performance of the Services, You agree to provide a complete response within five (5) business days. In the event that We do not receive Your response within the specified timeframe, We reserve the right to adjust the delivery timeline, to charge administration fees to compensate for the delay, or to suspend or terminate Our Services, subject to the provisions of this Terms of Service Agreement.
3. Access: You shall provide Us with and maintain all access needed for the delivery of Our Services, without delay as and when requested.
4. Ad account management: For projects that include advertising account management, You shall hand over control of Your advertising accounts to be managed by Us and shall refrain from running Your own ads on the accounts or making changes that are not agreed with Us.
5. Access to other assets: You shall provide Us with and maintain Our access to all assets needed for the delivery of Our Services that are not provided by Us as part of the agreed scope. This may include but is not limited to: a) advertising accounts without restrictions on the chosen advertising platforms, b) destination pages hosted on a single domain owned by You that comply with the platforms’ advertising policies and follow Our recommendations, c) high quality images of Your products that can be used for advertising, d) brand assets.
6. Tracking setup: You shall install and configure all necessary integrations and code snippets on Your web pages or store, as and when requested, and following Our Guidance.
7. Solving problems: In the event that You become aware of any problems relating to the delivery or performance of Our Services, You shall notify Us without delay and shall cooperate and work with Us on solving these problems.
8. Unprofessional conduct: Both parties commit to upholding the highest standards of professional conduct in all interactions. This encompasses abstaining from any conduct considered unprofessional or disrespectful, including, but not limited to, yelling, verbal abuse, insults, harassment, undue pressure, duress, coercion, or threats.

19. FAIR USAGE

1. Primary contact: You must provide one dedicated contact as the primary contact that We communicate with. This contact must be fully briefed on Our Agreement and be able to make decisions about the project and set up all access We require. Where You act as an intermediary and We provide Services directly to third parties through You, You and the third party must provide a primary contact.
2. Communication in English: All communication should be in English.
3. Support channels: We currently offer support via email and online appointment only. We encourage You to also use Our AI chatbot and support articles on Our website and inside Your client portal account.
4. Availability: We currently offer support during standard UK business hours.
5. Response times: We aim to respond within a reasonable time depending on how urgent We deem Your request. We usually respond within a few hours and within two (2) business days, within fair usage, and within Our availability. We expect the same responsiveness from You.
6. Fair usage: We may limit Our Services (including the time it takes Us to deal with Your request or enquiry) if We receive excessive requests or enquiries from You that significantly surpass the agreed-upon scope, or to ensure that We do not exceed the hours included in Your project (Our fees divided by Our hourly rate). Our Services are limited to the scope defined in Our Agreement. This includes, but is not limited to, updates, advice, technical support, and scheduled calls as explicitly outlined in the timeline, services, and deliverables of Our Agreement. Most clients prefer and We encourage a hands-off approach.
7. Changes to the strategy: We make smaller changes and optimisations to the campaigns, ads, and strategy frequently. Larger changes can usually be accommodated monthly but only if advised or agreed by Us to improve performance. We independently implement and refine the agreed strategy. We do not execute other tasks for you.
8. Changes during the notice period: During the notice period, Our focus is on offboarding Your account and ensuring a smooth transition. We are unable to accommodate new requests, implement changes outside of regular account maintenance, or undertake any additional tasks not explicitly agreed upon as part of the existing strategy.
9. Additional requests: To deal with additional requests and enquiries, We charge hourly and may not be able to assist. This includes requests and enquiries that are not directly related to the Services, deliverables, and timeline in Our Agreement, that exceed fair usage, that are with anyone who is not the primary contact, or that are on channels other than email or online appointment.
10. Rush fee: Additional requests that are deemed urgent and required to take priority over other projects will be billed hourly and will be subject to a Rush Fee charged at 50% on top of Our hourly rate to compensate for the additional resources required.
11. Administration fees: We may charge administration fees to cover Our expenses for handling additional administrative burdens outside of the scope of regular provision of Services, including but not limited to handling additional requests and inquiries, managing late or non-payments, or addressing any breach of this Terms of Service Agreement or any other Agreement by You. These fees will be calculated based on Our hourly rate for the time and effort spent. In instances where We incur direct costs, We will also pass these on to You as an administration fee. All fees are payable in advance or within seven (7) calendar days of notification.
12. Delays due to You: Services may be suspended or delayed due to conditions within Your control, including but not limited to cancellation, access restrictions, and account suspension. In the event of a delay caused by You, We reserve the right to adjust the delivery timeline, to charge administration fees to compensate for the delay, or to suspend or terminate Our Services, subject to the provisions of this Terms of Service Agreement.
13. Delays due to breach: In the event that You breach any provisions of this Terms of Service Agreement, no Services are due to be provided until such breach is cured.

20. COMMUNICATION AND PRIVACY

1. Type of communications: By accepting this Terms of Service Agreement and contracting Our Services, You hereby expressly consent to receive electronic and other forms of communications from Us, including promotional and marketing communications, updates on Your project, contract and billing notifications, and other communications We deem relevant from time to time. These may include emails, text messages, phone calls, or other forms of digital communication in line with Our operational practices.
2. Opting out: You have the right to withdraw Your consent to promotional and marketing communications at any time by using the unsubscribe options provided or by contacting Us directly. However, please note that You will still receive essential communications regarding Your account, contracts, billing, and project updates as required for the provision of Our Services.
3. Privacy policy: Your acceptance of this Terms of Service Agreement signifies Your acknowledgment and agreement to Our Privacy Policy, available at holschuh.co.uk/privacy. This policy details how We handle Your personal data in compliance with GDPR.
4. No expiry: The foregoing Communication And Privacy clauses shall survive termination or expiry of this Terms of Service Agreement.

21. RIGHT OF AUTONOMY

1. No control: You shall not have the right, nor shall You seek to exercise direction, control or supervision over Us.
2. Autonomy in service provision: We will be able to determine how best the Services are provided and will have autonomy over Our working methods.
3. No interference: You shall not interfere with the provision of the Services and shall refrain from making demands or giving instructions on how, when, where, or in what form We should provide the Services.

22. RIGHT OF SUBSTITUTION

1. Right of substitution: We have the right to provide the Services using Substitutes of Our own choosing. We will remain liable for the Services completed by any Substitute and will bear any costs. You agree to accept such Substitutes.

23. PORTFOLIO RIGHTS

1. Right to feature Our work: For the purpose of promoting or exemplifying Our work, and the right to be credited with authorship of the work completed, We may:

1. include an attribution and hyperlink to Our website in all works created by Us,
2. feature any work and results completed under this Terms of Service Agreement and any other Agreement (including but not limited to campaigns, automations, emails, designs, copy, processes, performance results, screenshots and recordings of Our work),
3. feature any feedback received relating to Our Services,
4. feature Your names, trademarks, service marks, logos, and web pages, as well as the names, trademarks, service marks, logos, and web pages of any third parties that were involved in the project, or that have received or benefitted from the Services through You;
5. feature the name and position of any contacts at Your company that were involved in the project.

2. No expiry: The foregoing Portfolio Rights clauses shall survive termination or expiry of this Terms of Service Agreement.

24. USE OF YOUR CONTENT

1. Licence granted by You: For the limited uses as outlined in this licence, You hereby grant Us a perpetual, royalty-free, worldwide, unalterable, non-exclusive, and fully sublicensable right and licence to Your names, trademarks, service marks or logos, and to any content and materials whether provided by You (in whole or in part) or collected by Us with Your approval (e.g. from Your website).
2. Permitted use: As part of the Services We provide to You, as well as for the purpose of promoting or exemplifying the work completed under this Agreement, We may use, distribute, reproduce, modify, adapt, publicly perform, and publicly display the licensed content and materials.
3. Moral Rights: You agree not to assert any moral rights, including attribution and integrity, against Us in relation to Our permitted use of the content and materials as outlined in this licence, to the extent that such waiver can lawfully be made.
4. Intellectual property: All Intellectual Property Rights and distribution rights remain exclusively with You except the licence.
5. No expiry: The foregoing Use Of Your Content clauses shall survive termination or expiry of this Terms of Service Agreement.

25. GENERAL LICENCE GRANT

1. Scope: The subsequent licence terms apply to any licenced materials that were made available to You in connection with the Services We provide to You, except where otherwise specified, such as for paid advertising Services which are covered by separate terms in this Terms of Service Agreement.
2. Licence granted by Us: We hereby grant You a non-exclusive, limited-use, worldwide, indefinite licence to utilise any digital and intangible products, including but not limited to strategies, campaigns, designs, copy, processes, and knowledge provided by Us under this Terms of Service Agreement subject to the terms and conditions of this Terms of Service Agreement and Your due performance of Your obligations under this Terms of Service Agreement.
3. Permitted use: You may use the licenced materials as part of the Services We provide to You under this Terms of Service Agreement and You may continue using them in the same manner after Our services conclude, subject to the provisions of this licence.
4. Attribution and white labelling: We may on some occasions include an attribution in Our work, or We may request that You and any sub-licensees give proper attribution to Us in a reasonable manner for Your use of the licensed materials, except where You paid for white labelling, or the licenced materials are used by or on behalf of Your clients where We provide white labelled Services to You, or You obtained written permission to forgo attribution.
5. Modifications: You may make modifications to the licenced materials as required to exercise the licenced rights. You may create derivative works from the licenced materials which shall be governed by the same licence terms as the original licence.
6. Sublicensing: You may grant sublicenses as part of a business arrangement with third parties if the licenced materials are to be used for the permitted uses stated in this licence; provided, however, that You are not permitted to grant sublicenses to a direct competitor of Ours.
7. Termination due to breach: Should You fail to comply with the terms of this Licence, or should any payment due to Us fall overdue by fourteen (14) calendar days or more, or should You commit any material default or breach of any obligations under this Terms of Service Agreement that You fail to remedy within fourteen (14) calendar days of written notice by Us, or should this Terms of Service Agreement terminate under clauses 28.6 or 28.7, the rights granted to You under this Licence shall automatically terminate.
8. Reinstatement after cure: Where Your right to use the licence has terminated, it is automatically reinstated as of the date the violation, breach, or default is cured, provided that this Terms of Service Agreement has not been terminated, or upon express reinstatement by Us. For the avoidance of doubt, this provision does not hinder Our right to seek remedies for any violations of this licence.
9. Intellectual property: All Intellectual Property Rights and distribution rights remain exclusively with Us except the licence.
10. Pre-existing intellectual property: Nothing in this Terms of Service Agreement shall affect the ownership of any pre-existing Intellectual Property Rights of either party.
11. No warranties: To the fullest extent permitted by law, and subject to the implied terms under the Supply of Goods and Services Act 1982, the licensed material is provided "as-is" and "as-available", with no warranties of any kind, express or implied. This includes, but is not limited to, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of defects or errors.
12. Indemnification: You acknowledge and agree to indemnify and save Us, and any of Our Substitutes, harmless from and against any and all claims, liability, loss, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) arising from the licence granted in this Terms of Service Agreement or the use of the licensed materials.
13. Limitation of Liability: To the extent possible by law, the above disclaimers and limitations shall be interpreted to most closely approximate an absolute waiver of all liability.
14. No expiry: The foregoing Licence Grant clauses shall survive termination or expiry of this Terms of Service Agreement.

26. ADVERTISING SERVICES LICENCE GRANT

1. Scope: Notwithstanding the foregoing General Licence Grant, the subsequent licence terms apply to any licenced materials that are made available to You for the purpose of paid advertising or in connection with any paid advertising Services We provide to You.
2. Licence granted by Us: We hereby grant You a non-exclusive, limited-use, worldwide, indefinite licence to utilise any digital and intangible products, including but not limited to strategies, campaigns, designs, copy, processes, and knowledge provided by Us under this Terms of Service Agreement subject to the terms and conditions of this Terms of Service Agreement and Your due performance of Your obligations under this Terms of Service Agreement.
3. Permitted use: You may use the licenced materials as part of the Services We provide to You under this Terms of Service Agreement and You may continue using them in the same manner after Our services conclude, subject to the provisions of this licence.
4. Attribution and white labelling: We may on some occasions include an attribution in Our work, or We may request that You and any sub-licensees give proper attribution to Us in a reasonable manner for Your use of the licensed materials, except where You paid for white labelling, or the licenced materials are used by or on behalf of Your clients where We provide white labelled Services to You, or You obtained written permission to forgo attribution.
5. Restrictions for competitors: You are not permitted to allow a direct competitor of Ours to use the licensed materials in any form without Our explicit written consent.
6. Modifications: You may make limited modifications to the licenced materials as required to exercise the licenced rights. You may not create derivative works based on the licenced materials without Our explicit written consent.
7. Sublicensing: You may grant sublicenses as part of a business arrangement with third parties if the licenced materials are to be used for the permitted uses stated in this licence; provided, however, that You are not permitted to grant sublicenses to a direct competitor of Ours.
8. Termination due to breach: Should You fail to comply with the terms of this Licence, or should any payment due to Us fall overdue by fourteen (14) calendar days or more, or should You commit any material default or breach of any obligations under this Terms of Service Agreement that You fail to remedy within fourteen (14) calendar days of written notice by Us, or should this Terms of Service Agreement terminate under clauses 28.6 or 28.7, the rights granted to You under this Licence shall automatically terminate.
9. Reinstatement after cure: Where Your right to use the licence has terminated, it is automatically reinstated as of the date the violation, breach, or default is cured, provided that this Terms of Service Agreement has not been terminated, or upon express reinstatement by Us. For the avoidance of doubt, this provision does not hinder Our right to seek remedies for any violations of this licence.
10. Intellectual property: All Intellectual Property Rights and distribution rights remain exclusively with Us except the licence.
11. Pre-existing intellectual property: Nothing in this Terms of Service Agreement shall affect the ownership of any pre-existing Intellectual Property Rights of either party.
12. No warranties: To the fullest extent permitted by law, and subject to the implied terms under the Supply of Goods and Services Act 1982, the licensed material is provided "as-is" and "as-available", with no warranties of any kind, express or implied. This includes, but is not limited to, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of defects or errors.
13. Indemnification: You acknowledge and agree to indemnify and save Us, and any of Our Substitutes, harmless from and against any and all claims, liability, loss, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) arising from the licence granted in this Terms of Service Agreement or the use of the licensed materials.
14. Limitation of Liability: To the extent possible by law, the above disclaimers and limitations shall be interpreted to most closely approximate an absolute waiver of all liability.
15. No expiry: The foregoing Licence Grant clauses shall survive termination or expiry of this Terms of Service Agreement.

27. NON-SOLICITATION

1. Non-solicitation: During the term of this agreement and for a period of 6 months following its termination, neither party shall, without the prior written consent of the other party, directly or indirectly solicit, induce, recruit, encourage, or otherwise endeavour to enlist the services of any substitute, employee, contractor, subcontractor, partner, or any other third party engaged by either party and known to the other party during this period, in any manner that aims to circumvent the business relationship between the parties and said third parties.
2. No expiry: The foregoing Non-Solicitation clauses shall survive termination or expiry of this Terms of Service Agreement.

28. TERMINATION

1. Term of Terms Of Service Agreement: This Terms of Service Agreement shall remain in force until any and all other Agreements that are subject to this Terms of Service Agreement are terminated within the agreed upon terms, or until all work delivered under this Terms of Service Agreement is completed as agreed.
2. Termination of other Agreements: Terminating this Terms of Service Agreement also terminates all Services provided by Us to You under this Terms of Service Agreement and under any other Agreement.
3. Payment of all fees due: You shall be obligated to pay for all contracted Services and fees rendered or due at the time of notice or expected to be due through the termination period, regardless of whether You request or enable Us to perform the Services. Upon termination for any reason, You shall immediately pay Us all unpaid fees and charges due.
4. Hold requests: Upon Your request, We may, at Our sole discretion, agree or disagree to hold Our Services and resume them at a later date. To initiate a hold, You must pay in advance all outstanding fees for the remaining minimum period and notice period. All parties must agree in writing on the date when the Services should be resumed. We may then credit the hold fee paid against Our fees once work is resumed on the agreed date. In addition, We may charge an administration fee and a dormancy fee which We will quote to You before agreeing the hold. If no resumption date can be agreed or if the Services can not be resumed on the agreed upon date, resumption is subject to Our resource availability and business capacity at the time of request for resumption. You acknowledge that resumption cannot be guaranteed without prior written agreement confirming availability. Unused credit from the hold fee expires one (1) year after the date of the initial invoice for the hold fee, unless a request for resumption is made and You are waiting for Our availability. In such cases, the credit will remain valid until Services are resumed or until mutually agreed upon otherwise in writing. Credit expires should We cease offering the type of Services that were placed on hold.
5. No termination during minimum and notice periods: Neither party shall be allowed to terminate this Terms of Service Agreement or any other Agreement subject to this Terms of Service Agreement within their agreed minimum periods or notice periods, except in the circumstances outlined below.
6. Immediate termination by Us: We may terminate this Terms of Service Agreement or any other Agreement and all Services delivered to You under this Terms of Service Agreement or any other Agreement immediately at any time by written notice to You (with no obligation to deliver any further Services) in the event that:

1. You commit any serious or persistent default or breach of any obligations under this Terms of Service Agreement; or
2. You fail to make payment of any invoices within fourteen (14) calendar days of them falling due, or immediately after You expressly indicate an intent to withhold or refuse payment or to disregard Our payment terms; or
3. You appear either to be unable to pay one or more of any debts or to have no reasonable prospect of being able to do so, or actions are initiated which seek to declare You insolvent, or You are the subject of any bankruptcy proceedings, or commencing negotiations with a view to making, or proposing any composition, compromise, assignment, or arrangement with all or any class of creditor; or
4. You commit any act of fraud or dishonesty or do anything which We reasonably believe would or may bring Us or any Substitute into disrepute; or
5. You make unreasonable requests that would:

1. go beyond the agreed scope of Services as defined in this Terms of Service Agreement or any other Agreement;
2. contradict or breach any provisions of this Terms of Service Agreement or any other Agreement (including but not limited to Our right to autonomy);
3. be illegal or promote illegal activities, breach the Terms of Service or Advertising Policies of any advertising platform relevant to the Services;
4. require Us to act in a manner that is unethical or compromises Our professional integrity;

For the avoidance of doubt, "unreasonable requests" in this context do not include legitimate questions, clarifications, or requests for services that are reasonably within the agreed scope and in accordance with these Terms of Service; or

6. You commit any forms of unprofessional or disrespectful conduct or communication towards Us, including but not limited to yelling, verbal abuse, insults, harassment, undue pressure, duress, coercion, or threats.

7. Cancellation due to breach by You: We may terminate this Terms of Service Agreement or any other Agreement and all Services delivered to You under this Terms of Service Agreement or any other Agreement immediately at any time by written notice to You (with no obligation to deliver any further Services) if any of the following occur. In such events, You shall be liable to pay a cancellation fee due on the date of termination. This fee is a reasonable pre-estimate of the losses We will incur as a direct result of Your breach and will be calculated as follows:

1. We may terminate due to any of the following breaches by You:

1. Any payment due to Us falls overdue by fourteen (14) calendar days or more, or;
2. You commit any material default or breach of any obligations under this Terms of Service Agreement or any other Agreement that You fail to remedy within fourteen (14) calendar days of written notice by Us, or;
3. Specific deliverables, approvals, access, or information are required from You as expressly identified in this Terms of Service Agreement or any other Agreement, and You fail to provide such deliverables, approvals, access, or information within fourteen (14) calendar days of Our written request.
4. You breach any of the warranties and undertakings set out in the section titled "CLIENT LEGAL COMPLIANCE" of this Terms of Service Agreement.
5. You breach any of the warranties and undertakings set out in the section titled "CLIENT INFORMATION WARRANTIES" of this Terms of Service Agreement.

2. The cancellation fee will be calculated to cover the following losses:

1. An amount equivalent to the fees that would have been payable for Our Services for the remainder of the Agreements’ term, as if the Agreement had continued for that period. This includes any fixed fees, retainer fees, or partnership fees that would have been due. The remaining period shall be calculated to include the remainder of any notice period already in effect prior to the invocation of this clause, or if no notice was in effect, the full ordinary notice period calculated as if it were served on the effective date of termination.
2. An amount equivalent to the commission that would reasonably have been earned by Us on Your ad spend during the remainder of the Agreement’s term, as if the Agreement had continued for that period. This will be calculated based on the average daily ad spend in the month immediately preceding the date of breach, or a shorter period if a full month history is not available. The remaining period shall be calculated to include the remainder of any notice period already in effect prior to the invocation of this clause, or if no notice was in effect, the full ordinary notice period calculated as if it were served on the effective date of termination.

3. In addition to the cancellation fee calculated above, We may also charge an administration fee to cover the costs associated with processing the termination and calculating the cancellation fee.
4. The cancellation fee and any administration fee will be due and payable on the effective date of termination.

8. Immediate termination by You: You may terminate this Terms of Service Agreement or any other Agreement and all Services delivered to You under this Terms of Service Agreement or any other Agreement immediately at any time by written notice to Us (with no obligation to make any other payment other than any fees accrued to or due by the date of termination) in the event that:

1. We commit any serious or persistent default or breach of any obligations under this Terms of Service Agreement; or
2. We fail or are unable to provide the Services to You for a continuous period of fourteen (14) calendar days, except where reasonable notice has been given, or due to circumstances outside Our control; or
3. We commit any act of fraud or dishonesty or do anything which You reasonably believe would or may bring You into disrepute; or
4. We make unreasonable requests that would:

1. go beyond the agreed scope of Services as defined in this Terms of Service Agreement or any other Agreement;
2. contradict or breach any provisions of this Terms of Service Agreement or any other Agreement;
3. be illegal or promote illegal activities, breach the Terms of Service or Advertising Policies of any advertising platform relevant to the Services;
4. require You to act in a manner that is unethical or compromises Your professional integrity;

For the avoidance of doubt, "unreasonable requests" in this context do not include legitimate questions, clarifications, or requests for services that are reasonably within the agreed scope and in accordance with these Terms of Service; or

5. We commit any forms of unprofessional or disrespectful conduct or communication towards You, including but not limited to yelling, verbal abuse, insults, harassment, undue pressure, duress, coercion, or threats.

9. Cancellation due to breach by Us: You may terminate this Terms of Service Agreement or any other Agreement and all Services delivered to You under this Terms of Service Agreement or any other Agreement immediately at any time by written notice to Us (with no obligation to make any other payment other than any fees accrued to or due by the date of termination) in the event that We commit any material default or breach of any obligations under this Terms of Service Agreement that We fail to remedy within fourteen (14) calendar days of written notice by You.

29. CLIENT LEGAL COMPLIANCE

1. Warranty of legal compliance: You warrant, represent, and undertake to Us that:

1. Your business operations, activities, and the products or services You promote are, and will at all times remain, in full compliance with all applicable laws, regulations, and industry codes in all relevant jurisdictions. This includes, but is not limited to, laws and regulations relating to advertising, marketing, consumer protection, data protection, financial services, and any sector-specific legislation relevant to Your business.
2. You shall ensure that Your instructions to Us, and Your use of Our Services, are at all times fully compliant with all applicable laws, regulations, and industry codes. You are solely responsible for ensuring that the content, claims, and targeting of any advertising or marketing campaigns We manage for You are legally compliant in all relevant jurisdictions.

2. Provision of evidence of legal compliance:

1. You undertake to provide Us, promptly upon Our reasonable request, with such evidence as We may reasonably require to verify Your compliance with the warranties and undertakings set out in this CLIENT LEGAL COMPLIANCE section. Such evidence may include, but is not limited to, copies of relevant licenses, permits, legal opinions, compliance certifications, and other documentation demonstrating Your adherence to applicable laws, regulations, and industry codes in relevant jurisdictions.
2. We shall exercise Our right to request evidence reasonably and in good faith. We may request evidence:

1. As part of Our routine client onboarding or ongoing due diligence processes.
2. If We have reasonable concerns or become aware of information that suggests a potential risk of non-compliance with applicable laws, regulations, or industry codes in relation to Your business, activities, or the Services.

3. We may suspend the provision of Services, in whole or in part, with immediate effect upon issuance of Our written request for evidence, and continue such suspension until You provide satisfactory evidence of compliance.
4. If You fail to provide reasonably requested evidence of Your legal compliance within fourteen (14) calendar days of Our written request, or if the evidence provided is, in Our reasonable opinion, insufficient to demonstrate Your compliance, We reserve the right to take any action We deem necessary, including, without limitation:

1. Suspending the provision of Services, in whole or in part, until You provide satisfactory evidence of compliance.
2. Treating Your failure to provide satisfactory evidence of compliance as a factor in determining whether a material breach of this Agreement has occurred.

3. Material breach: Breach of any warranty or undertaking in this CLIENT LEGAL COMPLIANCE section constitutes a material breach of this Terms of Service Agreement. The consequences of material breach, including Our rights to terminate and apply a cancellation fee, are set out in the section titled "TERMINATION."
4. Indemnification: You shall indemnify, defend and hold harmless Us, Our Substitutes, and Our affiliates from and against any and all claims, liabilities, losses, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) arising out of or in connection with any breach by You of the warranties and undertakings in this CLIENT LEGAL COMPLIANCE section, or arising from or in connection with any claim, demand, action, or proceeding brought by any third party alleging that Your business operations, activities, products, services, or advertising or marketing campaigns are in violation of any applicable law, regulation, or industry code.

30. CLIENT INFORMATION WARRANTIES:

1. Warranty of information accuracy and completeness: You warrant, represent, and undertake to Us that all information You provide to Us, whether prior to entering into this Agreement or during the term of this Agreement, is, and will at all times remain, true, accurate, complete, and not misleading in any material respect. You undertake to promptly notify Us in writing of any changes to such information and to provide updated information as reasonably requested by Us from time to time. Information includes but is not limited to:

1. Your name, address, email address, phone number, and any other contact details.
2. If You are contracting on behalf of a business or other legal entity, the true and accurate legal name of the entity, its registered address, company registration number (if applicable), VAT registration number (if applicable), and the name and position of the individual authorized to represent and bind the entity.
3. Any information provided to Us regarding Your financial status, creditworthiness, or ability to pay for the Services.
4. All information provided to Us that is relevant to assessing Your legal compliance, including information about Your business operations, activities, products, services, and target markets.

2. Material misrepresentation and withholding of information: You acknowledge and agree that the provision of false, inaccurate, incomplete, or misleading information to Us, or the withholding of material information that is relevant to Our decision to enter into this Agreement or to provide the Services, constitutes a material breach of this Terms of Service Agreement.
3. Consequences of material misrepresentation or withholding: Breach of any warranty or undertaking in this CLIENT INFORMATION WARRANTIES section constitutes a material breach of this Terms of Service Agreement. The consequences of material breach, including Our rights to terminate and apply a cancellation fee, are set out in the section titled "TERMINATION."
4. Indemnification: You shall indemnify, defend and hold harmless Us, Our Substitutes, and Our affiliates from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with any breach by You of the warranties and undertakings in this CLIENT INFORMATION WARRANTIES section, or arising from or in connection with any claim, demand, action, or proceeding brought by any third party alleging that the information You provided to Us was false, inaccurate, incomplete, or misleading.

31. LIABILITY

1. Service outcomes disclaimer: You acknowledge and agree that We cannot and do not guarantee that any of Our Services will lead to any specific outcome, nor is the success, effectiveness, or performance of any of Our Services guaranteed.
2. Budget and allocation risks: You acknowledge and accept the risk that Your advertising campaigns may exceed or fall short of the agreed budget or may spend without an agreed budget, or could allocate more or less funds to any ads, targeting, placements, or campaigns than anticipated, due to Our Services. Should this occur, You agree to indemnify and hold Us, and any of Our Substitutes, harmless from and against any and all claims, liabilities, losses, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) that may arise as a result.
3. Asset modification risk: You acknowledge and accept the risk that Your assets (including but not limited to advertisements, creative, copy, ad accounts, pixels, and connected assets) may be modified, altered, or changed at any point during the provision of Our Services, and that We have limited control over this process. You understand that these modifications may be automatic, by the ad platform, or due to errors or omissions on Our part, whether or not a preview has been provided to You. Should this occur, You agree to indemnify and hold Us, and any of Our Substitutes, harmless from and against any and all claims, liabilities, losses, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) that may arise as a result.
4. Asset restriction risk: You acknowledge and accept the risk that Your ad accounts and connected assets may be restricted by the advertising platform or otherwise affected due to Our Services. Should this occur, You agree to indemnify and hold Us, and any of Our Substitutes, harmless from and against any and all claims, liabilities, losses, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) that may arise as a result.
5. Reporting inaccuracy risk: You acknowledge and agree that We only report on the metrics visible inside Your advertising accounts. You acknowledge and accept the risk that the metrics We report may be inaccurate, that the metrics visible inside Your advertising accounts may be inaccurate, and that any tracking configured by Us may be inaccurate. Should this occur, You agree to indemnify and hold Us, and any of Our Substitutes, harmless from and against any and all claims, liabilities, losses, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) that may arise as a result.
6. Guidance and template disclaimer: You acknowledge and agree that any Guidance provided by Us is offered solely as general guidance based on industry best practices. Such Guidance is not legal, financial, or professional advice and may not address Your specific legal, regulatory, or operational requirements.You are solely responsible for reviewing and ensuring the accuracy, appropriateness, and compliance of any such Guidance with applicable laws and regulations before implementation. You agree to indemnify and hold Us, and any of Our Substitutes, harmless from and against any and all claims, liabilities, losses, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) that may arise from reliance on any Guidance provided by Us.
7. Legal compliance responsibility: You acknowledge and agree that You are solely responsible for ensuring that the Services You engage Us to provide, as well as Your use of the Services, comply with all applicable laws, regulations, and standards, inclusive of, but not limited to, those pertaining to privacy, data protection, advertisement, and marketing. You agree to indemnify and hold Us, and any of Our Substitutes, harmless from and against any and all claims, liabilities, losses, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) that may arise as a result of noncompliance.
8. Indemnification from third party claims: You agree to indemnify and hold Us, and any of Our Substitutes, harmless from and against any and all claims, liabilities, losses, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) brought against Us, attributable to:

1. Your use of the Services in a manner not authorised by this Terms of Service Agreement or any other Agreement;
2. Your violation of any terms of this Terms of Service Agreement or any other Agreement;
3. Your violation of any law or the rights of a third party; or
4. any content, goods, or services provided to third parties by You that are related to the use of the Services.

9. Content rights indemnification: You warrant that any material, whether comprising documents, data, records, or any other materials, that You provide to Us under the terms of this Terms of Service Agreement or any other Agreement does not infringe the rights of any third party. You agree to indemnify and hold Us, and any of Our Substitutes, harmless from and against any and all claims, liabilities, losses, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) that may arise as a result of an infringement.
10. Limitation of liability: To the extent possible by law, the above disclaimers and limitations shall be interpreted to most closely approximate an absolute waiver of all liability.
11. Indemnification: In any events not addressed in preceding clauses, You agree to indemnify and hold Us, and any of Our Substitutes, harmless from and against any and all claims, liabilities, losses, expenses, suits, damages, judgments, demands, and costs (including reasonable legal fees and expenses, expenses of time and effort, and administration fees) arising out of (i) the acts or omissions of Us, and any of Our Substitutes, in connection with the Services provided; or (ii) any accident, injury or death to persons, or loss of or damage to property, or fines and penalties which may result, in whole or in part, by reason of the Services provided except to the extent that such damage is due solely and directly to Our negligence.
12. Indemnification: You shall defend and settle at Your sole expense all suits or proceedings arising directly or indirectly from any events or actions described within the Liability clauses of this Terms of Service Agreement.
13. Limitation of liability: Neither Party shall be liable to the other Party in contract tort, negligence, breach of statutory duty or otherwise for any form of indirect, consequential or special loss, including without limitation any economic loss or other loss of turnover or profits, loss or corruption of any data, database or software, loss of business, contracts or commercial opportunities or any other form of pure economic loss.
14. Financial liability cap: Subject to the provisions of this Terms of Service Agreement and to the maximum extent permitted by applicable law, Our total liability to You shall not exceed the total fees paid by You to Us during the three (3) month period immediately preceding the date on which the claim arose.
15. No expiry: The foregoing Liability clauses shall survive termination or expiry of this Terms of Service Agreement.

PART C: GENERAL PROVISIONS

(The following provisions apply to ALL Visitors and Clients)

32. NOTICES

1. Notices in writing: Any notice to be given under this Terms of Service Agreement or under any other Agreement subject to this Terms of Service Agreement, shall be given in writing (including email) and addressed to the party concerned and may be sent by email to the email address last notified by the recipient party. Notice sent by email shall be deemed received within twenty-four (24) hours after sending, unless the sender receives an automated delivery failure notification indicating that the email has not been delivered.
2. Communication in English: This Terms Of Service Agreement and all communications hereunder shall be in English.

33. GENERAL

1. Language: The terms in this Terms of Service Agreement are drafted in English. If translated, the English version prevails.
2. Supersession: The terms of this Terms of Service Agreement supersede any previous representations or agreements of Our Terms of Service whether recorded in writing or otherwise. In the event of any discrepancy, inconsistency, or conflict between the provisions of this Terms of Service Agreement and any other Agreements, documents, or communications between the parties, the provisions of this Terms of Service Agreement shall prevail. No modification, alteration, or waiver of any of the terms herein shall be binding unless it is in writing and signed by both parties.
3. Fairness and good faith: Both parties acknowledge and agree that they are entering into this Agreement and any other Agreement in good faith, and that they have each had the opportunity to consider the terms and, at the time of entering into this Agreement, believe them to be generally fair and reasonable in the context of the services being provided.
4. Effects of termination: Termination of this Terms of Service Agreement shall not prejudice or affect the rights of either party against the other regarding any breach of this Terms of Service Agreement or any other Agreement or in respect of any monies payable by one party to the other for the period prior to termination or expiry.
5. Right of withdrawal: As a B2B service, the statutory right of withdrawal does not apply. If You are a consumer, You consent to immediate performance, losing this right.
6. Codes of conduct: We do not subscribe to any specific industry codes of conduct.
7. Severability of provisions: The provisions of this Terms of Service Agreement and any other Agreement shall be severable and if any provision of this Terms of Service Agreement or any other Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, it shall be adjusted or removed to the minimal extent necessary, ensuring that the remaining provisions shall remain enforceable to the fullest extent permitted by law.
8. Liability for unforeseen circumstances: Neither party shall be liable for any delay or failure to perform any part of this Terms of Service Agreement or any other Agreement due to circumstances beyond the reasonable control of that party. Such circumstances exclude industrial action, lock out, trade dispute, payment failures, bank issues, bank account restrictions, cash flow issues. Such circumstances include—but are not limited to— accident, fire, flood, natural disaster, restrictions placed by an advertising platform on Our or Your accounts or connected assets, power failure or internet service provider failure. As soon as is reasonably possible after the discovery of such circumstances, the affected party must notify the other party in writing of any anticipated or existing delay or failure in performance.
9. German Law Application

1. Applicability This clause applies solely if and to the extent that the laws of Germany are deemed to apply to this Agreement, any Services provided hereunder, or the relationship between the Parties.
2. Override of Liability Limitations: Notwithstanding any other provision in this Agreement (including Part A and Part B) that purports to limit or exclude liability, We shall be fully liable for damages in accordance with statutory provisions for:

1. Intent and Gross Negligence: Damages caused by Us, Our legal representatives, or vicarious agents due to intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit);
2. Injury to Life, Body, or Health: Damages resulting from injury to life, body, or health;
3. Product Liability: Claims under the German Product Liability Act (Produkthaftungsgesetz); and
4. Guarantees: Any liability arising from a guarantee of quality or durability expressly given by Us in writing.

3. Cardinal Duties (Essential Obligations) In the event of a slightly negligent breach of an essential contractual obligation (Kardinalpflicht)—defined as an obligation the fulfillment of which is a prerequisite for the proper execution of the contract and on the observance of which You regularly rely—Our liability shall be limited to the foreseeable damage that is typical for this type of contract.
4. Precedence In the event of any conflict between this clause and any other liability limitation within this Agreement, this clause shall take precedence where German law applies.

10. Delay in exercise of rights: For the avoidance of any doubt, any delay in the exercise of the rights of either party under this Terms of Service Agreement or any other Agreement shall not mean that the party has waived its rights to exercise them.
11. Definition of material breach: A material breach for purposes of this Terms of Service Agreement shall include but not be limited to violating any of its provisions on Provision of Services, Payment Terms, Cooperation, Right of Autonomy, Licence Grant, Non-Solicitation, Termination, Client Legal Compliance, Client Information Warranties, Notices.
12. Descriptive headings: The headings of paragraphs and clauses used herein are descriptive only and shall not affect the meaning or interpretation of this Terms of Service Agreement.
13. Execution in counterparts: This Terms of Service Agreement and any other Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same Agreement.
14. Amendment rights: We reserve the right, at Our sole discretion, to amend this Terms of Service Agreement at any time and will update these terms in the event of any such amendments.

1. We will notify Clients of material changes to this Terms of Service Agreement prior to the change taking effect. Where You do not agree with the updated terms, and You exercise Your termination rights under this Terms of Service Agreement or any other Agreement within four (4) weeks of receiving notification of the update, the updated terms will not apply for the remainder of the then-current contract term. If You do not exercise Your right to terminate within four (4) weeks of receiving notification of the update, You will be deemed to have agreed to the updated terms.
2. Visitors, except Clients, that do not agree with the updated terms must stop using the website immediately or cancel their booking or enquiry.

15. Assignment and transfer restrictions: Neither party shall be permitted to assign, novate or otherwise transfer any of its rights or obligations under this Terms of Service Agreement and any other Agreement without prior consent from the other party in writing and signed by both parties, except that:

1. We shall be entitled to assign Our rights to receive payment under this Terms of Service Agreement or any other Agreement without Your consent.
2. We shall be entitled to assign or transfer this Terms of Service Agreement or any other Agreement in connection with the sale of Our business or substantially all of Our business assets, or the sale of a distinct part of Our business or the assets primarily related to a specific service We provide under this Terms of Service Agreement or any other Agreement, or transfer to a successor business owner.

16. Third-party rights: A person who is not a party to this Terms of Service Agreement may not enforce any of the terms of this Terms of Service Agreement or any other Agreement under the Contracts (Rights of Third Parties) Act 1999.
17. Informal Dispute Resolution: In the event of any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Terms of Service Agreement or any other Agreement or their formation (including any non-contractual disputes or claims), either Party shall first contact the other Party without delay to afford the other Party the opportunity to resolve the matter. The Parties hereby commit to seeking resolution through direct negotiation in good faith before resorting to formal legal proceedings.
18. Governing law and jurisdiction: This Terms of Service Agreement and any other Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Terms of Service Agreement or any other Agreement or their formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law and shall be settled in the courts of England. Where You are domiciled or have Your registered office outside of England and Wales, We are entitled to bring a claim against You in the courts of the jurisdiction of Your domicile or registered office where:

1. there is no reciprocal agreement between the United Kingdom and the jurisdiction of Your domicile or registered office for the enforcement of judgments relevant to the nature or value of the claim; or;
2. the reasonably anticipated cost of enforcement (including but not limited to: legal costs and expenses, court fees, agent fees, travel expenses) through the English courts would exceed the amount of the claim.