Terms & Conditions

These Terms and Conditions are divided into three parts: a general part (Part A) that applies to all types of orders and is binding for all clients, a special part with service-specific provisions (Part B), and special conditions for use of the customer portal at portal.manscale.de (Part C).

Part A: General Terms and Conditions

§ 1 Scope of Application

These General Terms and Conditions (“Terms”) apply to all services and agreements of Manscale GmbH, Donnerschweer Str. 210, 26123 Oldenburg (hereinafter the “Agency”). They become part of the business relationship between the Agency and the client upon conclusion of the contract and apply in full, unless a deviating contractual arrangement exists.

The client’s own terms and conditions shall have no effect vis-à-vis the Agency — even without express objection — unless the Agency has confirmed them in writing.

The Agency is entitled to amend these Terms. Amendments shall be deemed agreed if the client does not object in writing within 14 days of receipt of the amended version.

The invalidity of individual provisions of these Terms shall not affect the validity of the remaining provisions. In place of the invalid clause, a provision that comes closest to the economic purpose of the original provision shall apply.

§ 2 Conclusion of Contract

A contract is concluded as soon as the client signs the offer or order confirmation prepared by the Agency and it has been received by the Agency. By signing, the client places a binding and irrevocable order for the services described in the offer.

A contract may also be concluded implicitly if the client’s conduct — for example through accompanying communication or oral agreements — clearly indicates the intention to commission the services on the stated terms.

Any deviations from the services or terms set out in the offer require a written agreement.

Offers from the Agency are valid for 30 days from the date of issue. Until written acceptance by the client is received, the Agency may withdraw an offer at any time and without stating reasons.

§ 3 Rejection of Orders

The Agency reserves the right to reject orders whose content violates applicable law or official requirements, or which are otherwise unreasonable for the Agency. This applies in particular where the client’s insolvency is foreseeable or where the client is in arrears with payments under current or previous orders. The Agency is not obliged to provide reasons for rejection to the client.

§ 4 Performance of Services

The Agency undertakes to perform the commissioned services conscientiously. Unless expressly agreed otherwise, no specific result is owed. The scope of services is determined by the details in the respective offer or order confirmation.

The Agency endeavours to adapt its services continuously to the current state of the art. For this purpose, the Agency may unilaterally adjust the scope of services, provided that the essential contractual components are preserved and the adjustment is reasonable for the client.

Stated delivery and completion dates are non-binding guidelines. The Agency may perform services in stages, provided this is reasonable for the client.

The Agency may engage third parties (subcontractors) to perform partial services without separate notice.

Events of force majeure — including in particular natural disasters, armed conflicts, acts of terrorism, pandemics, official orders, energy shortages, or industrial action — shall release the Agency from its obligation to perform for their duration, without giving rise to liability claims. Agreed deadlines shall be extended accordingly. The client’s payment obligations shall remain unaffected.

§ 5 Scope of Services

The service portfolio of Manscale GmbH includes in particular:

• Search engine optimisation (SEO)
• Web design & web development
• Performance marketing (e.g. Google Ads, social ads)
• Graphic and media design

The nature and scope of the services owed in each individual case result from the respective contractual agreement.

§ 6 Client Cooperation Obligations

The client shall actively support the Agency in the performance of services and shall provide all documents, access credentials, materials, and information required for this purpose in good time and free of charge.

The client shall grant the Agency ongoing access to systems relevant to order processing and shall independently inform the Agency of all changes or developments relevant to performance.

The client warrants that all materials, templates, and data provided by the client are free of third-party rights and may be used for the intended purpose. The client shall indemnify the Agency against all third-party claims — in particular under competition, copyright, trademark, and naming rights law — as well as against the costs of any necessary legal defence. The Agency is not obliged to examine the materials provided for possible legal infringements.

The client alone is responsible for backing up data and content provided. The Agency accepts no liability for data loss.

If the client breaches its cooperation obligations, it shall bear the resulting consequences — including delays in performance and any additional effort. The Agency is entitled to charge separately for any additional effort incurred.

§ 7 Remuneration and Payment Terms

All prices are stated in euros and, unless otherwise indicated in the offer, plus the applicable statutory value added tax and any other levies.

Invoice amounts are due immediately upon receipt of the invoice and without deduction. The Agency is entitled to invoice partial services already performed. Discounts or special terms granted apply only if payment is made on time.

Invoicing is carried out in accordance with the terms agreed in the offer. If no separate agreement exists, ongoing support services are invoiced monthly and one-off project services upon completion. Setup fees and other one-off items are due immediately regardless.

Payments received shall first be applied to the oldest outstanding claim, including any accrued default interest.

Set-off or retention by the client against claims of the Agency — regardless of legal grounds — is excluded.

In the event of late payment, the Agency is entitled to charge default interest at the statutory rate from the due date.

§ 8 Term and Cancellation

Recurring service contracts (e.g. SEO support, ongoing campaign management) have, unless individually agreed otherwise, a minimum term of six months. After expiry of the minimum term, the contract is automatically extended by a further three months each time, unless it is cancelled in writing with four weeks’ notice to the end of the respective term.

If the client terminates the contract prematurely without justified reason or refuses to cooperate as contractually required, it shall pay a cancellation fee equal to 70% of the remaining total contract value. This flat fee compensates for lost revenue, costs already incurred, and the Agency’s organisational effort. Performance shall cease upon termination taking effect.

If preferential terms, price reductions, or shortened terms were granted to the client, these shall not be taken into account when calculating the cancellation fee.

Payments already made in advance shall not be refunded.

The right of both parties to terminate without notice for good cause remains unaffected by the above provisions.

§ 9 Usage Rights

Upon full payment of the agreed remuneration, the Agency grants the client a simple, non-transferable, unlimited usage right in time and territory to the deliverables. Use is limited to the contractually intended purpose.

The client is prohibited from granting sub-licences, reproducing, distributing, or otherwise exploiting the work results beyond the contractually agreed scope.

As long as remuneration has not been paid in full, the client may use the deliverables only on a revocable basis. In the event of late payment, the Agency may withdraw permission to use for the duration of the arrears.

Copyright in all deliverables remains with the Agency, unless otherwise agreed in writing.

§ 10 Warranty

The client shall inspect the services performed immediately upon receipt for any defects. Complaints must be submitted in writing within 14 days of performance, describing the specific defects. If notice is not given or is given late, all warranty and damage claims of the client in respect of the defect in question shall lapse.

Warranty claims do not exist to the extent that defects are due to changes neither carried out nor approved by the Agency. The burden of proof that a defect already existed at the time of performance lies with the client.

If a complained-of service proves to be free of defects, the Agency may invoice the effort incurred for the inspection on the basis of the agreed terms.

If a justified defect exists, the Agency has the right to choose whether to remedy the defect or grant a credit. Further warranty claims are excluded. The client shall support the Agency in remedying defects to a reasonable extent.

Warranty claims become time-barred six months after performance of the respective service.

§ 11 Liability

The Agency’s liability for culpably caused damage is limited in accordance with the following provisions, regardless of legal grounds.

The Agency shall not be liable if the client has not followed advice or recommendations given by the Agency — unless the client proves that the damage would also have occurred if the advice had been followed.

Liability of the Agency shall likewise be excluded if the client has not provided, has incompletely provided, or has incorrectly provided information relevant to the order — unless the client can prove that the damage would nevertheless have occurred with proper information.

The Agency is liable only for intent and gross negligence. In the case of slight negligence, liability is limited to breach of essential contractual obligations (cardinal duties) and, in amount, to foreseeable, typical contractual damage. Liability for other damage caused by slight negligence is excluded; personal injury is excepted.

The Agency accepts no liability for the achievement of specific economic results — for example with regard to rankings, reach, or revenue development — unless expressly assured in writing.

Damage claims must be asserted against the Agency within six months of becoming aware of the damage. The burden of presentation and proof for damage and fault lies with the client.

§ 12 Confidentiality

Both parties shall treat all business and operational information obtained in the course of cooperation as confidential and shall not disclose it to third parties without the prior consent of the other party.

§ 13 Applicable Law and Jurisdiction

The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the Agency and the client. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Oldenburg, provided the client is a merchant, a legal entity under public law, or a special fund under public law. However, the Agency is entitled to assert claims at the client’s general place of jurisdiction as well.

§ 14 Miscellaneous

The Agency is entitled to use general knowledge and experience gained from the cooperation — insofar as these do not allow direct conclusions about the client — in anonymised form for other projects or purposes as well.

Unless expressly agreed otherwise, the Agency may use the client’s name and logo as a reference on its website at manscale.ai and in other communication media. There is no obligation to do so.

Any transfer of rights and obligations under the contractual relationship by the client requires the prior written consent of the Agency.

Part B: Special Terms and Conditions

§ 1 Search Engine Optimisation (SEO)

The Agency does not guarantee specific placements in the organic search results of Google or other search engines. Search results are determined by algorithmic processes over which the Agency has no direct influence.

During the contract term, the client shall not carry out independent on-page, on-site, or off-page measures without prior coordination with the Agency. The Agency accepts no responsibility for unauthorised changes to the client’s website.

Unless otherwise agreed, the client shall grant the Agency access throughout the entire contract term to all relevant analytics and tracking systems (e.g. Google Analytics, Google Search Console), the FTP server, and the content management system (e.g. WordPress). Structural changes to the website or a relaunch must be coordinated with the Agency in advance.

At the start of the contract, the client shall designate all domains belonging to its web presence. If the client does not grant the Agency the required technical access, any resulting additional costs (e.g. through engagement of external service providers) shall be borne by the client.

The Agency makes no warranty as to the accuracy, completeness, or timeliness of data from external providers and platforms.

§ 2 Management of Advertising Campaigns (e.g. Meta Ads, Google Ads)

The Agency does not guarantee specific economic success from the placement of advertising campaigns. Metrics such as enquiries, leads, or revenue development depend on numerous factors outside the Agency’s sphere of influence.

All usage rights to advertising materials created by the Agency in the course of campaign management (graphics, videos, texts, and other creative services) automatically expire upon termination of the respective management contract. If the client continues to use the materials after the end of the contract, a contractual penalty equal to twice the monthly management fee for the period of unauthorised use shall become due — at least EUR 10,000.

§ 3 Design and Creative Services

Design drafts and creative services are submitted to the client digitally for approval. For print productions, there is no entitlement to physical proof copies.

A submitted draft shall be deemed approved unless the client objects in writing or digitally within eight days of delivery. Subsequent changes to approved content — including by the client itself — require the express consent of the Agency, unless an independent editing option was already part of the contract.

Change requests must be submitted by the client collectively in one written communication (revision round). Unless otherwise agreed, the client is entitled to one revision round. Additional effort arising from changes communicated incompletely or submitted late may be charged separately.

The client permits the Agency to place a discreet author credit and/or the Agency logo in design work and, where technically possible, to link it to the Agency website at manscale.ai. Existing protection and copyright notices, including in source code, must be left unchanged by the client.

The Agency is entitled to use design services performed, including draft stages — even where these contain material provided by the client — as references, include them in its portfolio, and display them on its website at manscale.ai.

Part C: Special Terms and Conditions for the Customer Portal (portal.manscale.de)

§ 1 Scope of Application and Subject Matter

(1) The following provisions of this Part C apply in addition to the General Terms (Part A) to use of the customer portal of Manscale GmbH, accessible at portal.manscale.de (hereinafter the “Portal”). In the event of conflicts between Part A and Part C, the provisions of this Part C shall prevail insofar as they relate to the subject matter of the Portal.

(2) The Portal is a B2B SaaS platform (Software-as-a-Service) for project management, customer relationship management (CRM), lead management, service booking, and further business functions. The Portal is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Consumers within the meaning of Section 13 BGB are excluded from use.

(3) These provisions apply to all users of the Portal, including directly registered customers and their employees (customer sub-accounts) who obtain access via the Portal’s invitation function.

(4) Deviating, conflicting, or supplementary general terms and conditions of the user shall not become part of the contract unless Manscale GmbH expressly agrees to their application in writing.

§ 2 Conclusion of Contract and Registration

(1) The user agreement for the Portal is concluded by the user’s registration on the Portal. Registration may be carried out by email and password or via Google OAuth sign-in.

(2) Upon registration, name, email address, and password (for registration without Google OAuth) must be provided as mandatory information. The user is obliged to provide only truthful and complete information and to update it immediately upon any change.

(3) Upon completion of registration, the user confirms that they have read these Terms and Conditions and the privacy policy and agree to their application.

(4) Existing users may invite additional persons to use the Portal via email invitation (signed URL). The inviting user is responsible for ensuring that the invited person is informed of the applicable terms of use.

(5) Use of the Portal requires completion of the 18th year of life. By registering, the user confirms that they have reached the age of 18 and are authorised to represent the registered company.

(6) Manscale GmbH reserves the right to reject registrations without stating reasons.

§ 3 User Roles and Responsibilities

(1) The Portal distinguishes various user roles with different permission levels, in particular: Administrator (Admin), Manager, Project Manager, Customer, Customer Sub-Account (customer employee), and Course Participant. Assignment and management of roles is the responsibility of the respective account administrator.

(2) Customers who create sub-accounts for their employees or send invitations bear full responsibility for the actions of these sub-accounts within the Portal. The customer shall ensure that its employees comply with the applicable terms of use.

(3) The customer is obliged to appropriately inform its employees integrated via sub-accounts about use of the Portal, the data processing that takes place therein, and the applicable conditions.

(4) Each user is obliged to keep their access credentials (username, password) confidential and to protect them from access by unauthorised third parties. If the user becomes aware or suspects that their access credentials are being used by third parties, they must inform Manscale GmbH immediately and change their password.

(5) The user is liable for all activities carried out under their access credentials, unless they can prove that the misuse was not attributable to them.

§ 4 Description of Services

(1) The Portal provides users with the following functions and services, the specific scope of which depends on the respective user agreement or booked service package:

• a) Project management: Task management, file management, project progress tracking, assignment of responsibilities, and status tracking.
• b) Communication: Project chat, messages, mention function (@mentions), and notification system (email, push notifications).
• c) File management: Upload, organisation in folder structures, and download of files. Storage is provided via Amazon Web Services (AWS S3).
• d) Credential management: Encrypted storage and management of project-related credentials within the Portal.
• e) Scheduling: Integrated calendar, public calendar links, and Google Calendar integration.
• f) Lead management: Capture, qualification, and status tracking of leads and contacts.
• g) Service booking: Booking of services with integrated payment processing via Stripe.
• h) Accounting: Invoicing and invoice management via the sevDesk integration.
• i) WhatsApp integration: Project status updates, chatbot functionality, and verification via Vonage/WhatsApp Business API.
• j) Email marketing: Email sequences, automated campaigns, and tracking functions.
• k) Shared inboxes: Shared email inboxes for cross-team communication.
• l) Course platform: Creation and management of courses with modules, lessons, and individual progress tracking for course participants.
• m) Dynamic forms: Creation of individual forms with custom fields and file upload functionality.
• n) Website analytics: Evaluation and display of website statistics via the WP Statistics integration.

(2) Manscale GmbH is entitled to expand, adapt, or discontinue individual functions of the Portal at any time, provided this is reasonable for the user and essential contractual obligations are not impaired. Users shall be informed in good time of material changes.

(3) Individual functions of the Portal are based on integration of third-party services (in particular Stripe, AWS, Google, Vonage, Mailgun, sevDesk, OpenAI, OneSignal). The availability and scope of these third-party services are subject to the respective terms of use of the providers and are outside the influence of Manscale GmbH.

§ 5 Availability and Service Level

(1) Manscale GmbH endeavours to provide the Portal with 99.5% availability on an annual average. Excluded from this are planned maintenance windows, outages of third-party services, and events of force majeure.

(2) Planned maintenance work is carried out where possible outside normal business hours (Monday to Friday, 10:00–18:00) and announced to users in advance. Manscale GmbH is entitled in urgent cases (in particular security updates) to temporarily restrict or take the Portal offline without prior notice.

(3) No guarantee of uninterrupted availability of the Portal is given. Manscale GmbH is not liable for interruptions, delays, or malfunctions due to circumstances outside its control, in particular outages of third-party services (Vonage, Stripe, AWS, Google, Mailgun, sevDesk, OpenAI, OneSignal, etc.), internet disruptions, force majeure, or official orders.

(4) In the event of disruptions, Manscale GmbH shall pursue resolution with reasonable care and best efforts.

§ 6 Payment Terms for the Portal

(1) Payment processing for services booked via the Portal is carried out through the payment service provider Stripe. The payment methods available through Stripe are available to the user, in particular credit card and SEPA direct debit.

(2) If the user selects SEPA direct debit as the payment method, they grant Manscale GmbH a SEPA direct debit mandate, which is confirmed electronically in the Portal. The user shall ensure that their account is sufficiently funded at the time of debit. Costs arising from chargebacks due to insufficient funds or incorrect account details shall be borne by the user.

(3) Invoices are created via the sevDesk integration and made available to the user electronically. Invoice amounts are due immediately upon receipt and without deduction, unless otherwise agreed.

(4) For services booked via the Portal, both subscription models (recurring payments) and one-off payments may be agreed. The respective terms result from the service description of the booked service.

(5) Manscale GmbH reserves the right to adjust prices for Portal services. Price changes shall be announced to the user at least four weeks before they take effect. If the user does not object to the price change within two weeks of receipt of the notice, the price change shall be deemed accepted. In the event of timely objection, both parties have a special right of termination at the time the price change takes effect.

(6) All prices are stated in euros and, unless otherwise indicated, plus the applicable statutory value added tax.

§ 7 User Obligations

(1) The user undertakes to use the Portal exclusively within the framework of the contractual agreements and applicable legal provisions. In particular, the user is prohibited from:

• a) disseminating or uploading unlawful, offensive, defamatory, pornographic, or otherwise immoral content via the Portal;
• b) uploading content that infringes copyright, trademark rights, or other third-party rights;
• c) using the Portal in an automated manner, scraping, crawling, or otherwise accessing Portal content by machine, unless this is done via the interfaces (APIs) provided for that purpose;
• d) taking measures that could impair or jeopardise the functionality, security, or integrity of the Portal;
• e) disclosing access credentials to unauthorised third parties or allowing multiple persons to work under one user account, unless this is done via the designated sub-account function.

(2) The user bears sole responsibility for all content, data, and files uploaded, stored, or disseminated via the Portal. This applies in particular to personal data of its employees (sub-account users) and other third parties.

(3) To the extent the user processes personal data of its employees or third parties in the course of Portal use, it is itself the controller within the meaning of the GDPR and must independently comply with data protection requirements. The user shall indemnify Manscale GmbH against all third-party claims based on unlawful data processing by the user.

(4) The user is obliged to perform its own backups of content stored in the Portal and to ensure that recovery of its data is possible outside the Portal as well.

§ 8 Intellectual Property and Usage Rights

(1) All rights in the Portal software, including source code, user interface, design, database structure, and all related documentation, belong exclusively to Manscale GmbH or its licensors.

(2) For the duration of the contractual relationship, the user receives a simple, non-transferable, non-sublicensable right to use the Portal as intended within the framework of the contractual agreements. Use beyond this, in particular reproduction, decompilation, reverse engineering, or other modification of the software, is prohibited.

(3) Rights in content and data posted by the user in the Portal remain with the user. The user grants Manscale GmbH a simple, non-exclusive usage right to this content insofar as required for provision and operation of the Portal. This usage right ends upon termination of the contractual relationship.

(4) The trademarks, logos, and other identifiers of Manscale GmbH may not be used by the user without prior written consent.

§ 9 Liability and Limitation of Liability

(1) Liability of Manscale GmbH in connection with use of the Portal is governed by the general liability provisions in Part A § 11 of these Terms, unless otherwise provided in this section.

(2) Manscale GmbH is not liable for content, data, or information posted in the Portal by users. Manscale GmbH has no obligation to review user content.

(3) Liability for data loss is limited to the typical recovery effort that would have been incurred with proper and regular data backup by the user. The user is referred to its obligation to perform independent data backups pursuant to § 7 para. 4 of this Part C.

(4) Manscale GmbH accepts no liability for outages, functional restrictions, or malfunctions of third-party services integrated into the Portal (in particular Vonage, Stripe, AWS, Google, Mailgun, sevDesk, OpenAI, OneSignal), unless it is responsible for the outage.

(5) Liability of Manscale GmbH for indirect damage and lost profit is excluded — except in cases of intent and gross negligence. In the case of slight negligence, liability is limited to foreseeable, typical contractual damage.

(6) The above limitations of liability do not apply to damage arising from injury to life, body, or health, or to liability under the German Product Liability Act.

§ 10 Term and Termination

(1) The contract term and notice periods for Portal use are governed by the respective user agreement or booked service package.

(2) The right of both parties to extraordinary termination for good cause remains unaffected. Good cause exists for Manscale GmbH in particular if:

• a) the user breaches essential provisions of these Terms and does not remedy the breach within a reasonable period despite warning;
• b) the user is more than 30 days in arrears with payment of amounts due;
• c) the user uses the Portal for unlawful purposes or jeopardises the integrity or security of the Portal.

(3) Manscale GmbH is entitled to temporarily suspend the user’s access to the Portal where breach of contract is suspected. The user shall be informed immediately of the suspension and its reasons.

(4) After termination of the contractual relationship, the user has the opportunity to export data stored in the Portal within 30 days of contract end. After expiry of this period, Manscale GmbH is entitled to irrevocably delete all user data, unless statutory retention obligations apply.

(5) The user shall be reminded in good time before final deletion of their data that they can export their data. Manscale GmbH provides suitable export functions for this purpose.

§ 11 Data Processing (DPA)

(1) To the extent Manscale GmbH processes personal data on behalf of the user in the course of Portal use, it acts as a processor within the meaning of Art. 28 GDPR. The user remains responsible as controller within the meaning of Art. 4 No. 7 GDPR for the lawfulness of data processing.

(2) To specify data processing in detail, the parties conclude a separate data processing agreement (DPA) pursuant to Art. 28 para. 3 GDPR. The DPA governs in particular the subject matter and duration of processing, the nature and purpose of processing, the type of personal data, the categories of data subjects, and the obligations and rights of the controller. The DPA can be requested at support@manscale.de.

(3) Manscale GmbH uses the following sub-processors to provide Portal services:

• Amazon Web Services (AWS) – cloud infrastructure and file storage (S3)
• Stripe, Inc. – payment processing
• Vonage (Ericsson) – WhatsApp integration and communication services
• Google LLC – OAuth authentication, Google Calendar integration
• Mailgun Technologies, Inc. – email delivery
• sevDesk GmbH – invoicing and accounting
• OpenAI, Inc. – AI-assisted functions
• OneSignal, Inc. – push notifications

(4) Manscale GmbH informs the user of intended changes regarding the engagement or replacement of sub-processors. The user may object to the change within 14 days of notification.

§ 12 Amendment of Terms

(1) Manscale GmbH is entitled to amend or supplement the provisions of this Part C with effect for the future where this is required for valid reasons (e.g. due to changes in law, changes in case law, technical developments, or changes in business models).

(2) Amendments shall be communicated to the user in text form (e.g. by email) at least four weeks before the planned effective date. The amended terms shall be deemed approved if the user does not object in text form within two weeks of receipt of the notice. Manscale GmbH shall separately inform the user in the amendment notice of the significance of the two-week period, the right to object, and the legal consequences of silence.

(3) If the user objects in time, the contractual relationship continues under the previous terms. In this case, Manscale GmbH reserves the right to terminate the contractual relationship ordinarily at the time the amendment takes effect.

§ 13 Final Provisions

(1) The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between Manscale GmbH and the user of the Portal, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law rules of international private law.

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with use of the Portal is Oldenburg, provided the user is a merchant, a legal entity under public law, or a special fund under public law. However, Manscale GmbH is entitled to assert claims at the user’s general place of jurisdiction as well.

(3) If individual provisions of this Part C are wholly or partially invalid or unenforceable, or become so, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, a provision that comes closest to the economic purpose of the invalid or unenforceable provision shall apply.

(4) Contract-relevant declarations and notices require text form (e.g. email). Oral side agreements do not exist. Amendments to this text form requirement also require text form.

(5) Communication between the parties takes place in German. The binding contractual language is German.