Terms & Conditions
Last updated: 12 August 2026
1. Scope
(1) These General Terms and Conditions ("Terms") apply to all contracts between SMOLKA DIGITAL MANAGEMENT LLC, 30 N Gould St, Ste N, Sheridan, WY 82801, USA ("Contractor") and the client ("Client") concerning services in the areas of digital back office and virtual assistance.
(2) The services are directed exclusively at businesses and legal entities. No contracts are concluded with consumers.
(3) Deviating, conflicting or supplementary terms of the Client do not form part of the contract unless the Contractor expressly agrees to their validity in text form.
2. Subject matter and scope of services
(1) The subject matter of the contract is the provision of the services specified in the respective proposal or statement of work. The individual agreement is exclusively decisive for the scope of services.
(2) The Contractor owes the diligent performance of the agreed activities, but not the occurrence of a particular commercial outcome. In particular, no specific revenue, reach, engagement rates or conversion results are owed unless expressly agreed in writing as a deliverable result.
(3) The Contractor is entitled to engage third parties as vicarious agents. Responsibility for contractual performance remains with the Contractor.
3. Conclusion of contract
(1) The presentation of services on the website does not constitute a binding offer but an invitation to submit an offer.
(2) The contract is concluded when the Client accepts an individual proposal from the Contractor in writing or in text form. Communication in text form, including email and messaging services, satisfies this requirement.
4. Client's duties to cooperate
(1) The Client shall provide the Contractor, in good time, in full and free of charge, with all information, content, materials and access required for performance of the services.
(2) The Client warrants that it holds all necessary rights to the content and materials provided and that their use does not infringe third-party rights.
(3) The Client shall designate a responsible contact person and ensure their reasonable availability.
(4) Delays caused by late or incomplete cooperation are not attributable to the Contractor. Agreed deadlines are extended accordingly.
5. Remuneration and payment terms
(1) The amount of remuneration follows from the individual agreement. Billing is issued monthly by invoice, as agreed in advance between the parties.
(2) Invoices are due for payment immediately upon issue, without deduction.
(3) All prices are exclusive of any applicable value added tax or sales tax. For services to businesses within the EU, the reverse charge procedure may apply; the Client shall provide its valid VAT identification number for this purpose.
(4) If the Client is in default of payment, the Contractor is entitled, after prior notice, to suspend performance until the outstanding amount has been settled.
6. Term and termination
(1) The contract term is agreed individually between the parties and follows from the respective proposal. A minimum term applies only where expressly agreed.
(2) Either party may terminate the contract by giving four weeks' notice to the end of a calendar month. Notice must be given in text form.
(3) The right of both parties to extraordinary termination for good cause remains unaffected.
(4) After the end of the contract, the Contractor shall hand over to the Client the work results and access credentials created during the collaboration in a common format and shall subsequently delete the access granted to it.
7. Confidentiality
(1) Both parties undertake to keep confidential all confidential information of the other party obtained in the course of the collaboration and to use it exclusively for the purposes of performing the contract.
(2) Confidential information includes in particular access credentials, customer data, revenue and business figures, strategies and process documentation.
(3) This obligation survives the end of the contractual relationship.
8. Data protection and processing on behalf
(1) Both parties shall comply with the applicable data protection legislation.
(2) Insofar as the Contractor processes personal data on behalf of the Client in the course of providing the services, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR before processing begins. That agreement forms part of the contract.
9. Rights of use
(1) Upon full payment of the agreed remuneration, the Contractor grants the Client a non-exclusive right, unlimited in time and territory, to use the work results created under the engagement for the contractually intended purposes.
(2) All rights to concepts, templates, process documentation and tools developed by the Contractor independently of the specific engagement remain with the Contractor.
10. Liability
(1) The Contractor is liable without limitation for intent and gross negligence and for damage arising from injury to life, body or health.
(2) In cases of ordinary negligence, the Contractor is liable only for breach of a material contractual obligation, the fulfilment of which is essential to the proper performance of the contract and on whose observance the Client may regularly rely. In such cases, liability is limited to the foreseeable damage typical for this type of contract.
(3) Any further liability is excluded. Liability under mandatory statutory provisions remains unaffected.
(4) The Contractor is not liable for measures, suspensions or changes by platform operators on whose systems the services are performed, unless these result from a breach of duty by the Contractor.
11. Non-solicitation
The parties undertake, for the duration of the contractual relationship and for a period of twelve months thereafter, not to actively solicit employees or vicarious agents of the other party.
12. Final provisions
(1) The law of the Contractor's registered seat applies, namely the law of the State of Wyoming, United States of America, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction for all disputes arising from this contractual relationship is, at the option of the claiming party, the registered seat of the Contractor or the registered seat of the Client, provided the Client is a business.
(3) Amendments and supplements to this contract require text form. This also applies to any amendment of this clause.
(4) Should any provision of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by the applicable statutory rule.