Marketingdienstleistungen — Allgemeine Geschäftsbedingungen

These Terms of Service ("Terms") govern all marketing and creative services provided by Wagner International ("Wagner," "we," "us," or "our"), including but not limited to: multilingual marketing strategy and consulting, content marketing and copywriting, search engine optimization (SEO) and search engine marketing (SEM), social media management and advertising, pay-per-click (PPC) campaign management, brand strategy and identity development, website design and development, email marketing and automation, video production and multimedia content, market research and competitive analysis, public relations and media outreach, event marketing and trade show support, influencer marketing, and any related marketing and creative services. By engaging Wagner for marketing services, placing an order, or entering into a project agreement, you ("Client," "you," or "your") agree to be bound by these Terms.

2.1 Strategy Development — Wagner develops marketing strategies based on the Client's goals, target audience, competitive landscape, and budget. Strategy recommendations are advisory in nature; the Client retains final decision-making authority on all strategic directions. 2.2 Campaign Execution — Wagner will execute campaigns in accordance with the agreed-upon strategy and project plan. Campaign details including channels, budgets, timelines, and KPIs will be documented in a project-specific Statement of Work (SOW) or campaign brief. 2.3 Approval Process — All creative materials, campaign copy, and marketing content will be submitted to the Client for approval before publication or distribution. The Client agrees to review and respond to approval requests within three (3) business days. Delays in Client approval may impact campaign timelines and results. 2.4 Third-Party Platforms — Marketing campaigns may involve third-party platforms (e.g., Google Ads, Meta, LinkedIn, TikTok). Wagner will manage these platforms on behalf of the Client but is not responsible for platform outages, policy changes, account suspensions, or algorithm modifications that may affect campaign performance. 2.5 Ad Spend Management — Advertising spend (media budget) is separate from Wagner's service fees unless otherwise specified. The Client is directly responsible for ad spend, which may be billed through the Client's own advertising accounts or through Wagner as a pass-through with a management fee.

3.1 Original Content — All original content created by Wagner for the Client (copy, designs, graphics, videos, etc.) becomes the property of the Client upon full payment. Wagner retains the right to display completed work in its portfolio unless the Client explicitly opts out in writing. 3.2 Stock Assets — Marketing materials may incorporate licensed stock photography, illustrations, fonts, or other third-party assets. Wagner will ensure proper licensing for all stock assets used. Licensing restrictions (e.g., print-run limits, geographic restrictions) will be communicated to the Client. 3.3 Client-Provided Materials — The Client is responsible for ensuring that all materials provided to Wagner (logos, images, copy, data) are legally owned or licensed for the intended marketing use. The Client indemnifies Wagner against any claims arising from the use of Client-provided materials. 3.4 Brand Guidelines — If the Client provides brand guidelines, Wagner will adhere to them in all creative work. If no guidelines exist, Wagner may develop brand guidelines as part of the engagement at additional cost. 3.5 Creative License — The Client grants Wagner reasonable creative license to develop marketing materials that achieve the agreed-upon objectives. While Wagner welcomes Client input, excessive micro-management of creative work may require additional rounds of revisions beyond the included scope.

4.1 KPI Definition — Key performance indicators (KPIs) will be defined at the start of each campaign or engagement. Common KPIs include impressions, clicks, conversions, cost per acquisition (CPA), return on ad spend (ROAS), and engagement metrics. 4.2 Reporting — Wagner provides regular performance reports at the frequency agreed upon in the SOW (typically monthly). Reports include campaign metrics, analysis, insights, and recommendations for optimization. 4.3 Performance Disclaimer — While Wagner uses industry best practices and data-driven strategies, marketing results cannot be guaranteed. Factors outside Wagner's control, including market conditions, competition, product quality, and economic trends, significantly impact campaign performance. Wagner does not guarantee specific rankings, traffic levels, conversion rates, or revenue outcomes. 4.4 Attribution — Marketing attribution (determining which touchpoints contributed to conversions) is inherently complex and imperfect. Wagner will use industry-standard attribution models but acknowledges that reported results may not capture the full impact of marketing activities. 4.5 Access & Analytics — The Client agrees to provide Wagner with necessary access to analytics platforms (Google Analytics, Meta Pixel, CRM systems, etc.) as required for campaign management and reporting. Wagner will maintain the confidentiality of all data accessed.

5.1 SEO Methodology — Wagner employs only white-hat SEO techniques that comply with search engine guidelines. We do not engage in link schemes, keyword stuffing, cloaking, or other manipulative practices. 5.2 Ranking Disclaimers — Search engine rankings are determined by complex and frequently changing algorithms. Wagner does not and cannot guarantee specific ranking positions. SEO is a long-term strategy; meaningful results typically require three (3) to six (6) months of consistent effort. 5.3 Website Access — SEO services may require access to the Client's website, hosting environment, and content management system. The Client is responsible for providing and maintaining such access. Wagner will not make changes to the Client's website without prior approval. 5.4 Content Recommendations — SEO strategies often require content creation or modification. Wagner will provide content recommendations and can create SEO-optimized content at the rates specified in the SOW. 5.5 Technical SEO — Wagner may recommend technical changes to the Client's website (site speed optimization, schema markup, mobile optimization, etc.). Implementation of technical recommendations is the Client's responsibility unless otherwise agreed.

6.1 Account Access — The Client will provide Wagner with appropriate access to social media accounts. Wagner recommends using platform-native delegation tools (e.g., Meta Business Manager) rather than sharing login credentials directly. 6.2 Content Calendar — Wagner will develop and maintain a content calendar for Client review and approval. Content is typically prepared one (1) to two (2) weeks in advance to allow for Client review. 6.3 Community Management — Social media community management (responding to comments, messages, and mentions) is included only if specified in the SOW. Response protocols and escalation procedures will be agreed upon in advance. 6.4 Crisis Management — In the event of a social media crisis (negative viral content, PR issues), Wagner will follow the agreed-upon crisis communication protocol. If no protocol exists, Wagner will alert the Client immediately and refrain from public response until directed by the Client. 6.5 Account Ownership — All social media accounts remain the property of the Client. Upon termination of services, Wagner will transfer full control of all accounts to the Client within five (5) business days.

7.1 Pricing Models — Marketing services are priced using: • Monthly Retainer: A fixed monthly fee for an agreed-upon scope of services • Project-Based: A fixed price for a defined project scope • Hourly: Billed at agreed-upon hourly rates for time spent • Performance-Based: Fees tied to specific performance outcomes (available for select campaigns) • Hybrid: Combination of the above 7.2 Retainer Terms — Monthly retainer fees are billed on the first business day of each month and due within fifteen (15) calendar days. Unused retainer hours do not roll over unless otherwise agreed. 7.3 Ad Spend — Advertising spend is billed separately from service fees. The Client is responsible for all ad spend committed on their behalf. Wagner will not exceed approved budgets without prior Client approval. 7.4 Payment Terms — Invoices are due within thirty (30) calendar days of the invoice date. The late payment provisions of Wagner's General Terms of Service apply. 7.5 Minimum Engagement — Marketing retainer engagements require a minimum commitment of three (3) months, unless otherwise agreed. This minimum reflects the time required for strategy implementation and initial results.

8.1 Confidentiality — Wagner will maintain the confidentiality of all Client business information, marketing strategies, customer data, and competitive intelligence encountered during the engagement. 8.2 Non-Compete — During the term of the engagement and for six (6) months following termination, Wagner agrees not to provide marketing services to direct competitors of the Client within the same market segment, unless the Client provides written consent. "Direct competitor" shall be mutually defined at the start of the engagement. 8.3 Data Protection — All Client customer data accessed during marketing operations will be handled in accordance with applicable privacy laws and Wagner's Data Processing Policy. Wagner will not use Client customer data for any purpose other than providing the agreed-upon services.

9.1 Termination for Convenience — Either party may terminate a marketing engagement with thirty (30) days' written notice, subject to any minimum engagement commitment. 9.2 Early Termination Fee — Termination of a retainer engagement before the minimum commitment period incurs an early termination fee equal to the remaining months of the minimum commitment at 50% of the monthly retainer rate. 9.3 Transition Period — Upon termination, Wagner will: • Complete any in-progress campaigns through their natural end date (if within 30 days) • Transfer all account access, creative assets, and campaign data to the Client • Provide a comprehensive handover document including campaign status, access credentials, vendor contacts, and recommendations for continuity • Make team members available for transition questions for fifteen (15) calendar days after the effective termination date 9.4 Outstanding Balances — All outstanding invoices and committed ad spend become due upon termination.

10.1 Wagner warrants that marketing services will be performed professionally by qualified personnel using industry-standard practices and tools. 10.2 Wagner does not warrant or guarantee any specific marketing outcomes, including but not limited to: revenue increases, lead generation volumes, social media follower growth, or search engine rankings. 10.3 Wagner's total liability for marketing services shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim. 10.4 Wagner shall not be liable for any indirect, incidental, consequential, or punitive damages arising from marketing services, including lost profits or business opportunities.

These Terms shall be governed by and construed in accordance with the laws of the United States of America and the State of Delaware. Any disputes shall be resolved in accordance with the dispute resolution provisions set forth in Wagner's General Terms of Service.

For questions regarding these Marketing Services Terms of Service, please contact us at: Wagner International Email: info@wagner-international.com Website: www.wagner-international.com US-Based · Virtual · Available 24/7