General Terms of Engagement
Auris Digital · David Wessel, sole trader (autónomo)
Version dated 09.07.26 · Version 1.0
§ 1 Scope
(1) These General Terms of Engagement („GTC“) apply to all contracts between David Wessel, acting as a sole trader (autónomo) under the business name „Auris Digital“ (hereinafter „Auris“), and the respective client (hereinafter „Client“) for marketing and business consulting services.
(2) These GTC apply exclusively to businesses. By entering into the contract, the Client confirms that they are doing so in the exercise of their commercial or independent professional activity.
(3) Deviating, conflicting or supplementary general terms and conditions of the Client do not become part of the contract, even if Auris does not separately object to them or performs the service in knowledge of deviating terms.
(4) Provisions expressly agreed in the individual contract take precedence over these GTC.
§ 2 Nature of the Service; No Promise of Results
(1) Auris performs the services with the care of a diligent, competent service provider in accordance with the recognized standards of marketing and consulting practice at the time of performance.
(2) Auris's services are, by their nature, services of effort. Auris owes skillful performance of the work, not the achievement of a specific result or economic success — in particular no specific revenue, reach, lead, conversion or ranking development, and no specific return on ad spend.
(3) Marketing and sales results depend on numerous factors outside Auris's sphere of influence, including but not limited to market conditions, competition, the Client's pricing and product design, the Client's response times, and decisions, policies and technical changes made by third parties (in particular advertising platforms). Statements by Auris regarding expected results, forecasts, benchmarks or sample calculations are non-binding assessments, not a guaranteed result.
(4) Services not expressly listed in the individual contract are not owed. In particular, legal, tax or financial advice, the procurement or financing of advertising budgets, and any guarantee of the continued availability, functionality or pricing of third-party platforms are not part of the service.
(5) Deadlines, timelines and effort estimates are only binding if expressly designated as binding in the individual contract; otherwise they are planning estimates.
§ 3 Client's Duties to Cooperate
(1) The Client shall provide Auris, in good time, in complete form and in a usable format, with all information, documents, content, access and approvals required to perform the services, and shall designate a contact person authorized to make decisions.
(2) The Client ensures that the business information provided (in particular revenue, cost, KPI and target figures) is true, complete and current. Auris may rely on its accuracy and is not obliged to verify it independently.
(3) The Client remains the owner of its advertising accounts and the payment methods stored there. Advertising budgets are billed directly between the Client and the respective platform. Auris does not advance funds in this respect and assumes no payment or default liability for media costs.
(4) Approvals are given in text form. By giving approval, the Client confirms the factual accuracy and legal permissibility of the approved content within its area of responsibility (§ 4).
(5) If the Client fails to fulfil its cooperation duties in time, affected deadlines shall be postponed accordingly. Auris may separately invoice any resulting waiting time and additional effort at its usual rate. In the event of continued failure to cooperate for more than thirty (30) days, Auris is entitled to terminate the affected individual contract for cause.
(6) Absence of contact or cooperation after conclusion of the contract. A failure to cooperate within the meaning of paragraph 5 exists in particular if, after conclusion of the contract, the Client — despite at least three documented contact attempts by Auris via at least two different channels (in particular email and phone) — fails within thirty (30) days to provide the cooperation required to begin or continue the performance of the services, in particular by not attending the kick-off or not providing the required access or information. At least the last contact attempt must expressly refer to the legal consequences of this paragraph. In this case, upon expiry of the deadline Auris is released from the obligation to continue performing the services, without the need for a separate termination; the Client's failure to cooperate is treated as equivalent to performance and handover of the service. Any fee already paid for the affected service, or owed under the individual contract, remains with Auris or becomes due in full; § 8(4) sentence 1 does not apply in this case. The right to terminate for cause under paragraph 5 and § 8(3) remains unaffected and may be exercised by Auris in addition to, or instead of, this provision.
(7) Extension of deadline for good cause. If the failure to cooperate is due to illness, accident or comparable extraordinary circumstances beyond the control of the Client's designated contact person, the deadline under paragraph 6 shall be reasonably extended at the Client's justified request, provided the Client notifies Auris of the circumstances without delay after they cease and substantiates them upon request. The parties may agree a different timeline by mutual consent.
§ 4 Responsibility for Content; Indemnification
(1) The Client is solely responsible for the factual accuracy, completeness and legal permissibility of its products, services, offers, pricing and advertising claims, as well as the content it provides or approves, including compliance with competition, trademark, copyright, labeling, food, medicinal product, health, financial and other industry-specific regulations, as well as legal-notice and labeling requirements.
(2) Auris implements advertising measures based on the Client's specifications and approvals and owes, in this respect, technically competent execution — not a legal review of the underlying claims or business models. If Auris points out any recognizable legal concerns, this does not relieve the Client of its responsibility.
(3) Indemnification. The Client indemnifies Auris and the external specialists engaged by it against all third-party claims (including cease-and-desist warnings, regulatory proceedings and fines) arising from content, products, offers or instructions provided or approved by the Client that infringe third-party rights or statutory provisions. The indemnification covers the reasonable costs of legal defense. Auris will inform the Client without delay of any claims asserted and enable the Client to conduct the defense.
§ 5 Fees, Taxes, Payment
(1) The fee results from the respective individual contract. All prices are net, plus statutory VAT.
(2) Auris is established in the Canary Islands, which are not part of the value-added tax territory of the European Union (Art. 6 of Directive 2006/112/EC). Auris pays Canary Islands general indirect tax (IGIC) and does not hold a VAT identification number listed in the EU's VIES system. For services to a Client established in another EU member state, the place of supply is nonetheless that member state (Art. 44 of Directive 2006/112/EC); the Client owes VAT under the reverse-charge procedure applicable under its own national law (e.g. §13b UStG in Germany), irrespective of whether Auris holds an EU VAT ID.
(3) Retainer fees are due monthly in advance and are owed irrespective of actual use of the service; unused service allowances lapse at the end of the respective month, unless the individual contract provides otherwise.
(4) Invoices are due within seven (7) days of receipt without deduction, unless the individual contract provides otherwise. Auris is entitled to issue electronic invoices.
(5) Default. In the event of payment default, Auris is entitled to claim default interest and a lump-sum collection compensation under the statutory provisions on combating late payment in commercial transactions (in Spain, Ley 3/2004 implementing Directive 2011/7/EU). The right to claim further default damages remains reserved.
(6) Suspension of performance. If the Client is in default with a non-negligible payment, Auris is entitled, after prior notice, to suspend ongoing services until full settlement. The Client is responsible for any resulting delays.
(7) The Client may only set off undisputed or legally established counterclaims. A right of retention may only be asserted for counterclaims arising from the same individual contract.
§ 6 Changes to the Scope of Services
(1) Services beyond the agreed scope shall be requested by the Client in text form. Auris will inform the Client whether, and under what conditions (in particular additional fees, changed deadlines), the change can be implemented.
(2) A change only becomes part of the contract once confirmed by both parties in text form. Until then, the original scope of services remains applicable; Auris is not obliged to begin implementing a change that has not yet been confirmed.
(3) Auris is entitled to refuse to implement change requests that conflict with the agreed strategy, are not technically or legally viable, or unreasonably exceed the agreed scope.
§ 7 External Specialists
(1) Auris is entitled to engage qualified external specialists (the „Crew“) to perform the services. Auris selects them carefully, manages them professionally, and remains responsible to the Client for their performance as if it were its own conduct.
(2) No direct contractual relationship arises between the Client and the specialists engaged. Instructions from the Client are given exclusively through Auris.
(3) Non-solicitation. The Client shall not, directly or indirectly, poach the external specialists engaged by Auris during the term of the contract and for twelve (12) months after the end of the relevant individual contract, nor engage them for services corresponding to those under this contract without involving Auris. For each culpable breach, the Client undertakes to pay a contractual penalty equal to twelve (12) months' fees that Auris invoiced this Client for the affected specialist's services in the twelve months preceding the breach. If, at the time of the breach, the collaboration with the affected specialist for this Client has not yet lasted twelve months, the average monthly amount of the collaboration to date is extrapolated to twelve months. The right to claim further damages remains unaffected; the contractual penalty is credited against it. The Client remains free to prove that no damage, or a substantially lower amount of damage, was incurred.
§ 8 Termination
(1) The term and ordinary termination are governed by the individual contract. Project-based individual contracts (services for a fixed fee with a defined performance goal, in particular the Diagnostic & Strategy) end upon complete performance and payment; ordinary termination during the project term is excluded unless the individual contract provides otherwise. Paragraphs 2 and 3 remain unaffected.
(2) Exclusion of the right to free termination. To the extent that applicable law grants a right to terminate service or engagement relationships ordinarily or freely at any time, the parties agree, to the extent legally permissible, to exclude this right for the duration of the agreed minimum or project term. The right to terminate for cause remains unaffected and cannot be excluded.
(3) Termination for cause. Each party's right to terminate for cause remains unaffected. Good cause exists for Auris in particular in the event of significant payment default despite a grace period, material breach of cooperation or confidentiality duties, demands for unlawful services, or suspension of payments or opening of insolvency proceedings over the Client's assets, to the extent legally permissible. Termination for cause requires — except where dispensable — a prior warning with a reasonable period to remedy.
(4) Consequences of termination. Auris will invoice the services rendered up to termination. If termination results from Auris's termination for cause due to a reason attributable to the Client, or from the Client's termination without good cause, Auris's claim to payment for services already rendered remains in place, as does — for retainer contracts — the claim for the remaining term of any agreed minimum term; savings are credited. § 3(6) remains unaffected. Upon request, Auris will hand over to the Client the completed and fully paid work product in a customary, usable format. The Auris methodology and work product that has not been fully paid for will not be handed over. Following termination, the parties will decouple the access mutually granted; data-protection deletion obligations are governed by the data processing agreement.
§ 9 Intellectual Property and Rights of Use
(1) Auris Methodology. All rights to the methods, frameworks, templates, checklists, analysis and reporting structures, scripts and other know-how used by Auris (the „Auris Methodology“) belong exclusively to Auris and are not transferred by the contract. Pre-existing rights and reusable building blocks remain with Auris even if incorporated into work product.
(2) Rights of use in work product. For work product created specifically for the Client, Auris grants the Client, upon full payment of the fee attributable to it, a spatially and temporally unlimited, exclusive right of use for the purpose of the Client's own business operations.
(3) Payment reservation. Use of the work product is not permitted prior to full payment.
(4) Client accounts and systems. Tracking setups, dashboards and comparable configurations are built on accounts and systems registered in the Client's name and remain permanently with the Client.
§ 10 Liability
(1) Unlimited liability. Auris is liable without limitation for intent and gross negligence, for damages arising from injury to life, body or health, to the extent of any expressly assumed guarantee, and in all cases where liability may not be limited under mandatory law.
(2) Material contractual obligations. In the event of slightly negligent breach of a material contractual obligation — i.e. an obligation whose fulfilment is a prerequisite for the proper performance of the contract in the first place and on whose observance the Client may regularly rely — Auris's liability is limited to the typical, foreseeable damage at the time the contract was concluded.
(3) Monetary cap. Liability under paragraph 2 is capped at the fee paid under the affected individual contract in the twelve (12) months preceding the event giving rise to the damage.
(4) Exclusions. No liability is assumed for missed marketing, sales or business results, for lost profit and indirect damages, or for actions, outages, account suspensions or rule changes by third-party platforms (e.g. Google, Meta).
(5) Otherwise, liability is excluded.
(6) The foregoing limitations of liability also apply for the benefit of the external specialists engaged by Auris.
§ 11 Force Majeure
(1) Neither party is liable for failure or delay in fulfilling its obligations to the extent this is due to circumstances beyond its reasonable control (force majeure), in particular natural events, war, civil unrest, governmental measures, labor disputes, energy or telecommunications outages, and the failure of essential third-party platforms. The Client's payment obligations remain unaffected.
(2) The affected party will inform the other party without delay of the occurrence and expected duration of the event. The affected performance obligations are suspended for its duration. If the event lasts longer than sixty (60) days, either party is entitled to terminate the affected individual contract for cause.
§ 12 Confidentiality
(1) The parties shall treat all non-public information of the other party obtained in the course of the collaboration — in particular business, operational and strategic information, data, concepts and the Auris Methodology — as strictly confidential, use it only for contractual purposes, and not disclose it to third parties without prior consent.
(2) External specialists engaged are bound to an equivalent level of confidentiality.
(3) This obligation continues for three (3) years beyond the end of the contract; for trade secrets it continues for as long as they are protected as such.
(4) Excluded is information that is publicly known, independently developed, or must be disclosed due to a legal obligation.
§ 13 Data Protection
(1) The data processing agreement concluded between the parties under Art. 28 GDPR applies to the processing of personal data on the Client's behalf.
(2) The Client is the controller within the meaning of the GDPR and is responsible for the legal bases, information duties and consents vis-à-vis data subjects, in particular for cookie and tracking consent on its website. Auris does not owe any legal review of the Client's consent solution.
§ 14 Reference and Naming Rights
(1) Auris is entitled to name the Client (name and logo) as a reference client and to use the results achieved in the course of the collaboration, in anonymized or aggregated form, for its own marketing purposes, as long as the Client does not object in text form.
(2) The use of specific metrics, quotes or case studies attributable to the Client requires the Client's prior consent, which shall not be withheld without objective reason.
§ 15 Assignment and Transfer of Contract
(1) The Client may transfer rights and obligations under the contract to third parties only with Auris's prior consent in text form.
(2) Auris is entitled to transfer the contract to its legal successor in the course of a conversion, transfer of business, or other restructuring on its side — in particular in connection with converting the sole proprietorship into a corporation (e.g. a Spanish Sociedad Limitada). This does not give rise to a special right of termination for the Client, provided the transfer does not materially impair the performance of the services.
§ 16 Limitation Period
To the extent legally permissible, all contractual claims of the Client against Auris become time-barred within twelve (12) months. This does not affect cases of unlimited liability under § 10(1) or mandatory statutory limitation rules.
§ 17 Delivery of Declarations
(1) Legally relevant declarations and communications in connection with the performance of the contract, including warnings, deadline notices and terminations, may be validly delivered in text form, in particular by email, to the addresses of the parties stated in the individual contract or later communicated in text form.
(2) Each party shall keep its contact details up to date and notify changes without delay. A declaration sent to the address last communicated in text form is deemed received if the recipient could have been expected to become aware of it in the ordinary course of events; this does not apply if the recipient is not responsible for the non-receipt.
§ 18 Final Provisions
(1) Text form. Amendments and additions require text form (email is sufficient); this also applies to waiving this form requirement. Contracts may be concluded electronically, in particular via an e-signature platform; the parties recognize such an electronic signature as valid.
(2) Precedence of individual agreements. Individual, expressly agreed arrangements between the parties take precedence over these GTC.
(3) Entire agreement. The individual contract, together with these GTC and the data processing agreement, contains all agreements between the parties regarding the subject matter of the contract. Pre-contractual statements, offers or presentations become part of the contract only to the extent expressly referenced.
(4) Severability clause. If a provision is wholly or partly invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by the legally permissible provision that comes closest to the economic intent of the parties.
(5) Governing law and jurisdiction. The law of the Kingdom of Spain applies, excluding the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is — to the extent legally permissible — Santa Cruz de Tenerife, Spain. For clients established in the European Union, the permissibility of this jurisdiction agreement follows from Regulation (EU) No. 1215/2012, and for clients established in Switzerland from the Lugano Convention. Auris remains entitled to also bring claims against the Client at the Client's general place of jurisdiction.
(6) Language. The contract and proceedings language is German. In case of translations, the German version is authoritative in case of doubt.
Auris Digital · David Wessel · Calle Cruz Verde 35, 38410 Los Realejos, Santa Cruz de Tenerife · NIF Z4121563Z · office@auris-digital.com