1. Scope
(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between TS Kitchens GmbH (hereinafter "Provider") and its customers (hereinafter "Customer") regarding services in the field of digital consulting, audits, marketing setup, web development, tracking and related services.
(2) These GTC apply exclusively. Conflicting, deviating or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity in writing.
(3) These GTC apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 14 of the German Civil Code (BGB).
2. Conclusion of contract
(1) Offers of the Provider are subject to change. A contract is concluded through a specific written offer by the Provider and its acceptance by the Customer (text form/email is sufficient) or through a mutual order confirmation.
(2) For bookings via the website (audit order), the contract is concluded through the Provider's electronic confirmation of receipt of the order and subsequent acceptance. An automated order-receipt confirmation does not yet constitute acceptance of the contract.
(3) Verbal collateral agreements are only valid if confirmed in writing (text form is sufficient).
3. Scope of services
(1) The specific scope of services results from the respective offer or order confirmation. For audits, the service description set out on the audit page (audits.truong-suarez.de) in the version valid at the time of booking shall additionally apply.
(2) The Provider renders its services in accordance with the principles of proper professional practice. The Provider does not owe any economic success (e.g. specific increases in revenue or conversions), but rather the careful performance of the agreed service.
(3) The Provider is entitled to engage qualified third parties (freelancers, subcontractors) to perform its services. These are obliged to maintain confidentiality.
4. Audit fixed prices & credit toward follow-up projects
(1) The following audit packages are designed as fixed-price services (prices plus statutory value-added tax):
Starter Audit (€890) — 5 to 7 working days, report + 30-min call. Variants: tracking, visibility (GEO/LLM), ads. Core Audit (€1,290) — 7 to 10 working days, report + 60-min call. Variants: renew existing (relaunch), build new (concept). Growth Sprint (€2,490) — two weeks, report + half-day workshop. Covers planned ad campaigns, performance setup or foundation topics.
(2) Credit toward follow-up project: If the Customer commissions a follow-up project building on the audit with a minimum order value of €10,000 (plus VAT) within six months after completion of an audit, the audit fixed price already paid shall be credited in full toward the first invoice of the follow-up project.
(3) The credit applies once per audit. If several audits are booked, all relevant audit prices shall be credited toward the follow-up project, provided they fit the service domain of the follow-up project.
(4) The Provider reserves the right to change prices for future bookings. Audits already booked remain at the agreed price.
5. Terms of payment
(1) Audits are invoiced before the service is rendered. Payment term: 10 days from the invoice date, without deduction.
(2) Follow-up projects are generally invoiced in partial invoices. Standard model: 40% upon order placement, 30% at the halfway milestone, 30% after acceptance. Deviations are specified in the offer.
(3) Retainers/ongoing services are invoiced monthly in advance, unless otherwise agreed.
(4) In the event of default in payment, the Provider is entitled to charge default interest at the statutory rate. The right to assert further damages remains reserved.
(5) The Customer may only set off claims that have been legally established or are undisputed.
6. Customer's duties to cooperate
(1) The Customer shall provide the Provider in good time with all information, data, documents, accesses and materials required for the performance of the service. This includes in particular: read access to advertising platforms (Meta Ads Manager, Google Ads, TikTok Ads, LinkedIn Campaign Manager); read access to analytics tools (GA4, Google Search Console, Sistrix etc.); access to tag management systems (GTM, server-side container); if required: CMS/shop backend accesses, CRM accesses; designation of a fixed contact person with decision-making mandate.
(2) Delays attributable to the Customer's untimely or incomplete cooperation are not to the detriment of the Provider. The agreed delivery dates shall be postponed accordingly.
(3) The Customer ensures that it holds all necessary rights (copyright, usage, data protection rights) to the materials it provides and indemnifies the Provider against third-party claims arising from their infringement.
7. Usage rights to the audit report
(1) Upon full payment of the audit fixed price, the Customer receives the simple usage right, unlimited in time and territory, to the audit report created as well as to all recommendations, diagrams and concepts contained therein.
(2) The audit report may be used internally by the Customer, passed on to employees and consultants and used as a basis for the Customer's own implementations. Passing it on to competitors of the Provider is not permitted.
(3) The Provider reserves the right to use anonymized insights and methods from audits performed for market studies, blog posts and presentation material, without identifying the Customer or specific data.
(4) For software development services (custom builds), the Customer receives upon full payment the unrestricted usage rights to the code created (transfer of the repository to the Customer's account). Third-party libraries retain their respective licenses.
8. Liability
(1) The Provider is liable without limitation for intent and gross negligence as well as for damages resulting from injury to life, body or health.
(2) In the case of simple negligence, the Provider is only liable insofar as a material contractual obligation is breached (an obligation whose fulfillment is essential to the proper performance of the contract in the first place and on whose compliance the contractual partner may regularly rely). In this case, liability is limited to the foreseeable damage typical for the contract.
(3) Liability per claim is limited to three times the order value of the relevant individual order. In the case of audits, therefore, to three times the audit fixed price.
(4) The Provider is not liable for: damages caused by incomplete or incorrect data supplied by the Customer; outages or errors of third-party tools (Meta, Google, TikTok, Stape, Cookiebot etc.); economic results of marketing measures (conversion rates, ROAS, click prices — these are not contractually guaranteed); changes in platform policies (advertising algorithms, tracking rules, data protection requirements) that affect the effectiveness of services rendered.
(5) The above limitations of liability also apply to the Provider's vicarious agents and legal representatives.
9. Confidentiality & data protection
(1) Provider and Customer undertake to treat all confidential information received in the course of the collaboration confidentially and not to make it accessible to third parties without the consent of the other party. This obligation also continues after termination of the contract.
(2) Insofar as the Provider processes personal data on behalf of the Customer, the parties conclude a data processing agreement (DPA) pursuant to Article 28 GDPR. The Provider makes a template available.
(3) The Provider processes data exclusively within the scope of the contractual agreements and the applicable data protection laws. EU hosting is generally preferred; when using third-country providers, standard contractual clauses (SCC) and, where applicable, transfer impact assessments (TIA) are taken as a basis.
(4) In the event of a data protection incident, the Provider informs the Customer without undue delay (at the latest within 24 hours of becoming aware) and supports the Customer with the necessary notifications.
10. Term & termination
(1) Audits are designed as one-time services. No termination is required; the contract ends with delivery of the report and conduct of the call/workshop.
(2) Follow-up projects with a fixed scope end with acceptance of the agreed scope of services. Early termination by the Customer is possible pursuant to Section 648 of the German Civil Code (BGB); in this case the Provider retains the claim to the agreed remuneration less expenses saved.
(3) Retainers/ongoing services may be terminated ordinarily with a notice period of one month to the end of the month, unless otherwise agreed.
(4) The right to extraordinary termination for good cause remains unaffected for both parties.
11. Final provisions
(1) Contracts between Provider and Customer are governed exclusively by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is the registered office of the Provider, provided the Customer is a merchant, a legal entity under public law or a special fund under public law.
(3) Should individual provisions of this contract or these GTC be wholly or partially invalid or later lose their legal validity, the validity of the contract shall otherwise remain unaffected. The invalid provision shall be replaced by the valid provision that comes closest to the economic intent of the invalid provision.
(4) Amendments or supplements to these GTC require written form (email is sufficient). This also applies to any amendment of the written-form requirement.