Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Matthias Kampmann, trading as Nexus Agency ("we," "us," or "Provider"), and you ("Client") regarding our Salesforce consulting and implementation services.

By subscribing to our services, you confirm that you are acting as a business entity (Unternehmer im Sinne des § 14 BGB) and not as a consumer. These Terms apply exclusively; any conflicting or supplementary terms of the Client shall not apply unless expressly agreed in writing.

1. Scope of Services

1.1 We provide Salesforce consulting, configuration, and implementation services on a subscription basis. Our services constitute a service contract (Dienstvertrag) pursuant to § 611 BGB, not a contract for work (Werkvertrag).

1.2 Services are delivered asynchronously — no meetings required. Communication occurs via designated project management tools (e.g., Trello).

1.3 Clients may submit unlimited requests, with one active request at a time (Standard plan) or two active requests at a time (Pro plan). Additional requests are queued and addressed in order of receipt.

1.4 Average turnaround time is approximately 48 business hours, depending on complexity. This is an estimate, not a guarantee.

2. Subscription & Payment

2.1 Subscription Fee: The monthly subscription fee is determined by the selected plan and billed in advance.

2.2 Payment Terms: Payment is due upon invoice. We accept payment via Stripe or bank transfer. All prices are exclusive of applicable VAT.

2.3 Pause Option: Clients may pause their subscription. Unused days within the billing cycle are preserved and may be used upon reactivation.

2.4 No Partial Refunds: We do not provide refunds for partially used subscription periods.

2.5 Late Payment: In the event of late payment, we reserve the right to charge default interest in accordance with § 288 BGB. We may suspend services after written notice if payment remains outstanding for more than 14 days.

3. Client Responsibilities

3.1 Client shall provide timely access to relevant Salesforce environments, documentation, and resources necessary for service delivery.

3.2 Client shall designate a primary contact for approvals and feedback. Delayed responses from Client may impact turnaround times.

3.3 Client warrants that all materials provided do not infringe third-party intellectual property rights.

3.4 Client is responsible for obtaining necessary licenses for third-party assets (fonts, images, plugins, AppExchange packages) incorporated into deliverables.

4. Platform Use

4.1 Client shall use the Website and platform solely for the purpose of managing and receiving services from Provider.

4.2 Client agrees not to:

• Attempt to reverse-engineer, decompile, or disassemble any software comprising the platform
• Use automated tools (bots, scrapers) to access the platform or extract data
• Circumvent, disable, or interfere with security-related features of the platform
• Use the platform for any purpose that violates applicable laws or regulations
• Upload or transmit viruses, malware, or other harmful material

4.3 In the event of a violation, Provider may restrict or suspend Client's access to the platform after prior written notice, unless immediate action is required to prevent harm.

5. Feedback & Suggestions

5.1 Client may from time to time provide feedback, suggestions, or ideas regarding our services or platform ("Feedback"). Provider may use such Feedback to improve services without any obligation to compensate Client.

5.2 Feedback does not constitute confidential information unless expressly marked as such by Client. Client retains all intellectual property rights in any Feedback provided.

6. Intellectual Property & Usage Rights

6.1 Upon full payment, Client receives the exclusive, perpetual, and geographically unrestricted right to use all deliverables for all known forms of use (ausschließliches, zeitlich und räumlich unbeschränktes Nutzungsrecht für alle bekannten Nutzungsarten, § 31 Abs. 5 UrhG).

6.2 Provider retains the right to use deliverables as portfolio references (website, social media, case studies) unless a separate Non-Disclosure Agreement is in effect.

6.3 Any pre-existing intellectual property, tools, or frameworks used by Provider remain Provider's property. Client receives a non-exclusive, perpetual license to use such materials solely within the delivered project.

7. Confidentiality

7.1 Both parties agree to keep confidential all non-public information exchanged during the engagement. This obligation survives termination of the contract.

7.2 Upon Client's request, parties may enter into a separate Non-Disclosure Agreement.

8. Limitation of Liability

8.1 Unlimited Liability: Provider's liability is unlimited for damages caused by willful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit), for injury to life, body, or health, and for breaches of material contractual obligations (wesentliche Vertragspflichten/Kardinalpflichten).

8.2 Limited Liability: For slight negligence involving material contractual obligations, Provider's liability is limited to foreseeable, contract-typical damages (vertragstypische, vorhersehbare Schäden), capped at the total fees paid by Client in the twelve (12) months preceding the claim.

8.3 Exclusion: For slight negligence not involving material contractual obligations, Provider's liability is excluded, except where mandatory law provides otherwise.

8.4 The above limitations apply to all claims, regardless of legal basis (contract, tort, or otherwise).

9. Service Availability

9.1 We aim to keep the platform available at all times but do not guarantee uninterrupted or error-free access. Temporary interruptions may occur due to maintenance, updates, or circumstances beyond our control.

9.2 We will use reasonable efforts to notify Client of planned maintenance in advance where possible.

9.3 Provider shall not be liable for any loss or inconvenience caused by temporary unavailability of the platform, except where caused by willful misconduct or gross negligence on Provider's part.

10. Electronic Communications

10.1 Client consents to receiving communications from Provider via email and through the platform. Such electronic communications satisfy any legal requirement for written form, to the extent permitted by applicable law.

10.2 Client agrees to the use of electronic signatures, contracts, and records for transactions conducted through the platform.

10.3 Client is responsible for ensuring that the email address associated with their account is current and monitored.

11. Term & Termination

11.1 The subscription renews monthly unless cancelled.

11.2 Either party may terminate the subscription with effect at the end of the current billing period. No notice period is required.

11.3 The right to terminate for cause (außerordentliche Kündigung aus wichtigem Grund) remains unaffected.

11.4 Upon termination, Client receives all completed deliverables. Work in progress will be delivered in its current state.

11.5 Outstanding invoices remain due and payable upon termination.

12. Data Protection

12.1 We process personal data in accordance with our Privacy Policy and applicable data protection laws, including the EU General Data Protection Regulation (GDPR).

12.2 Where Provider processes personal data on Client's behalf, parties shall enter into a Data Processing Agreement (Auftragsverarbeitungsvertrag) pursuant to Art. 28 GDPR.

13. Governing Law & Jurisdiction

13.1 These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2 Exclusive place of jurisdiction for all disputes is Essen, Germany, provided Client is a merchant (Kaufmann), legal entity under public law, or special fund under public law.

14. Modifications

14.1 We may update these Terms from time to time. Material changes will be communicated via email at least 30 days before taking effect.

14.2 Continued use of services after changes take effect constitutes acceptance of the modified Terms. If Client does not agree to the changes, Client may terminate the subscription before the changes take effect.

15. Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original provision (salvatorische Klausel).

16. Entire Agreement

These Terms, together with our Privacy Policy and any executed Statements of Work or Data Processing Agreements, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

17. Contact

Nexus Agency
Matthias Kampmann
Pettenkoferstr. 30
45147 Essen, Germany
Email: [email protected]