Terms
1. Scope and General Provisions
1.1. These General Terms and Conditions (hereinafter referred to as the “GTC”) apply to the provision and use of (online) marketing services (hereinafter referred to as the “Services”, as specified in Section 3) by RAVARO SYSTEMS - FZCO, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates, represented by Mr. Ralph A. Appel (hereinafter referred to as “RAVARO”). The Services offered by RAVARO are intended exclusively for companies or persons acting as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter referred to as the “Customer”; RAVARO and the Customer together referred to as the “Parties”). These GTC shall also apply to all future Services provided by RAVARO to the Customer, even if no express reference is made to these GTC in each individual case. 1.2. Any deviations from these GTC shall only be deemed agreed if expressly confirmed by RAVARO in text form (e.g. by email). In particular, RAVARO’s mere failure to object to the Customer’s general terms and conditions shall not result in such terms being deemed agreed. This shall also apply if RAVARO performs Services without reservation despite being aware of terms and conditions of the Customer that conflict with or deviate from these GTC. 1.3. For good cause, in particular in the event of changes to statutory provisions, case law, or market conditions, RAVARO may notify the Customer of amendments to these GTC. The amended GTC shall be deemed agreed if the Customer does not object to the amendment within one month of receipt of the notification, provided that RAVARO has expressly informed the Customer of this consequence. Notwithstanding the foregoing, any changes to the scope of the Services owed shall require the Customer’s express consent.
2. Conclusion of the Contract
A contract between the Parties (the “Contract”) shall be concluded upon the mutual execution of a separate offer in text form, incorporating these GTC in their entirety. For the purposes of this provision, execution shall also include signing via online services such as DocuSign, LexOffice, PandaDoc, etc., as well as the digital signing of a PDF document. 2.1. RAVARO’s Services are offered exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (Section 1.1). Therefore, there is no statutory right of withdrawal pursuant to Sections 312g and 355 BGB, as these provisions apply only to consumers. 2.2. If no individual Contract is signed, booking confirmations, onboarding forms, or confirmations by email, together with these GTC, shall constitute the binding basis of the Parties’ cooperation. 2.3. If no individual Contract has been concluded or if individual contractual provisions are missing, these GTC shall exclusively constitute the legal basis of the Parties’ cooperation. Any conflicting or deviating terms and conditions of the Customer are excluded. 2.4. In the event of any conflict between these GTC and an individual offer, the provisions of the individual offer shall prevail, provided that they have been documented in text form and accepted by both Parties.
3. Scope of Services
3.1. The various (online) marketing services to be provided by RAVARO, comprising work and/or services, are set out in a quotation attached to these General Terms and Conditions (‘Quotation’). RAVARO may engage third parties at any time to perform the services. 3.2. The customer is aware that certain services depend on third-party services (e.g. platforms) and a wide range of factors that are subject to constant change and are not known in detail. Unforeseen changes, in particular, but not limited to, placement and visibility, cannot be ruled out and do not constitute a defect in RAVARO’s services or a breach of RAVARO’s obligations. 3.3. In the event that a website is created for the internet, the client shall be responsible for setting up the website, hosting it on a third-party or in-house server (hosting provision), ensuring the website’s availability, and securing and/or ensuring the availability of a domain name. Ongoing maintenance of the website shall only form part of the scope of services if this has been expressly agreed between the parties. 3.4. The services offered by RAVARO are structured on a modular basis. A contract for a specific service level (e.g. set-up, support, system access) does not entitle the customer to follow-on or additional services, unless these have been commissioned separately. 3.5. RAVARO provides the structure, content and support. The implementation of the content is the responsibility of the client. RAVARO does not guarantee the success of the implementation nor does it monitor the client’s activities. 3.6. Once the agreed project duration has expired, active support ceases automatically without the need for notice of termination. Any further services must be expressly commissioned. No permanent right of use is granted in respect of the tools, content or platform access provided, unless this has been expressly agreed in writing. 3.7. Upon termination of the contractual relationship, RAVARO reserves the right to deactivate access to systems, tools or course platforms. There is no entitlement to permanent access unless this has been expressly agreed. 3.8. Software costs and third-party tools Where the provision of the agreed services requires the use of software solutions, licences or third-party tools (e.g. Funnelbuilder, email marketing software, CRM systems, analytics tools, video conferencing services, etc.), the client shall bear all associated costs themselves. These are not included in RAVARO’s prices or flat rates, unless expressly agreed otherwise in writing. RAVARO shall assist the customer in selecting suitable solutions but is under no obligation to procure or finance them.
4. Call-out charges
4.1. Travel Expenses Policy Travel to the client’s premises and on-site appointments are not included in the services. RAVARO provides its services regardless of location. 4.2. Exceptions If the customer requests an on-site appointment, this requires a separate agreement in writing. Travel time, travel expenses and accommodation costs shall be set out in such an agreement on a case-by-case basis; without such an agreement, RAVARO is under no obligation to attend on site.
5. Consultancy services
5.1. Fees for consultancy services For consultancy services that go beyond the scope of services originally agreed and are not included in the quotation, a separate fee of €150.00 net per hour is payable. 5.2. Definition of consultancy services Consultancy services are defined as all activities and services that are not included in the original quotation or the order confirmation and that are not directly related to the original order. The client will be notified of these additional services in advance, and they require the client’s written consent before they are provided. 5.3. Billing Consultancy services are invoiced on an hourly basis. Each hour or part thereof is charged in full. A summary of the consultancy services provided is sent to the client with the invoice for review and approval.
6. Obligation to cooperate
6.1. The Customer is obliged to provide RAVARO with the (access) data, product information, image files, texts, graphics, logos and templates essential for the provision of the services in accordance with Clause 3 (‘Customer Material’). Insofar as the Customer provides RAVARO with Customer Material, the Customer warrants that (i) the Customer Material is free from any third-party rights and (ii) the Customer is entitled to provide and use this Customer Material. 6.2. Unless otherwise agreed by the parties, the Customer is responsible for creating content (in particular for websites and/or other online presence). The Customer shall provide this content to RAVARO in standard file formats (JPEG, PNG, PDF, GIF, DOCX, XLSX). Clause 4.1 applies accordingly. 6.3. Before a specific order is placed, RAVARO shall submit a written quotation to the client for the provision of the services. If the parties have not agreed on a flat-rate fee, the quotation shall also include, in particular, a cost estimate or a proposal for remuneration based on time periods. The client shall notify RAVARO within a reasonable period, generally not exceeding five (5) working days, as to whether they accept or reject an individual order submitted to them by RAVARO, with or without amendments. If the client accepts a proposal from RAVARO, this shall be deemed to constitute consent to the costs associated with the individual order or to the cost estimate. 6.4. The customer is obliged to accept the services provided upon completion, provided that the services do not contain any material defects. 6.5. Once any changes have been finalised, the service provider is obliged to submit these amendments to the client for approval. 6.6. The customer shall review the amendments and, within 5 days at the latest, either approve them or refuse to approve them on the grounds of a defect. If the customer has not expressly refused to approve them within this period, the service provider’s work shall be deemed to have been approved. 6.7. “In a timely manner” means that any requested services, approvals, information or cooperation must be provided no later than 3 working days after the request is made. 6.8. If the customer fails to fulfil their obligation to cooperate, this does not entitle them to a reduction in the fee or a refund of the fee paid. 6.9. The customer is responsible for access to technical systems, email accounts or platforms. Disruptions caused by the customer’s local technical issues do not constitute a delay in performance on the part of RAVARO.
7. Remuneration and Terms of Payment
7.1. The remuneration for RAVARO’s services and the relevant terms of payment are set out in the quotation. Remuneration for ongoing services generally comprises a monthly flat fee. Any additional remuneration components agreed with the client are also generally structured as a monthly basic fee. Where a monthly flat fee has been agreed, this is payable in full for each month or part thereof. 7.2. In the case of payment based on hours worked, invoicing is carried out in units of 0.5 (30-minute) hours or part thereof. RAVARO’s hourly rate is as set out in the relevant quotation. If no such rate is specified in the quotation, an hourly rate of EUR 180.00 (net) shall apply. 7.3. All fees and prices quoted by RAVARO are net prices excluding VAT. RAVARO is based in the United Arab Emirates. In the case of services provided to businesses within the meaning of Section 14 of the German Civil Code (BGB), the place of performance is, in accordance with Section 3a(2) of the German Value Added Tax Act (UStG), the customer’s place of business; liability for tax passes to the customer in accordance with Section 13b of the German Value Added Tax Act (UStG) (the recipient of the service is liable for tax). The customer shall provide RAVARO with their VAT registration number prior to the first invoice being issued. If the quotation does not contain any provisions regarding the payment terms, payment is due monthly in advance, upon receipt of the relevant invoice issued by RAVARO. Invoices are sent by RAVARO to the customer by email. 7.4. The available payment options are listed in the offer. If the offer does not specify any payment options, payments must be made by bank transfer to one of RAVARO’s bank accounts. 7.5. Payment-Provider Billing and payment processing are handled via payment providers designated by the provider (e.g. CopeCard, Stripe, Digistore24 or similar services). Payments made directly to RAVARO have no legal effect. The customer will receive payment information, invoices and any reminders exclusively via the relevant payment provider. The terms and conditions of the relevant payment provider apply in addition. RAVARO will only provide the services once full payment has been received by the payment provider; until then, there is no entitlement to the provision of services.
8. Liability
8.1. RAVARO shall be liable for damages where these result from (i) wilful misconduct or gross negligence on the part of RAVARO or its legal representatives or vicarious agents, (ii) a negligent breach of such contractual obligations whose fulfilment is essential for the proper performance of the contract or whose breach jeopardises the achievement of the purpose of the contract and on whose compliance the customer may reasonably rely (so-called cardinal obligations) by RAVARO or its legal representatives or vicarious agents, but limited to the typical damage foreseeable at the time the contract was concluded, or (iii) a negligent injury to life, limb or health caused by RAVARO or its legal representatives or vicarious agents, or (iv) a mandatory statutory liability on the part of RAVARO. 8.2. The customer’s contributory negligence must be taken into account. 8.3. This liability provision is exhaustive, unless otherwise expressly stated in this agreement. It applies to all claims for damages, regardless of their legal basis, including, in particular, pre-contractual or ancillary contractual claims. This liability provision also applies in favour of any legal representatives and vicarious agents of RAVARO, should claims be brought directly against them. 8.4. The customer is obliged to notify RAVARO in writing without delay of any damage within the meaning of the above liability provisions, or to have such damage documented by RAVARO, so that RAVARO is informed as early as possible and may still be able to minimise the damage in consultation with the customer. 8.5. RAVARO accepts no liability for any outages, restrictions, suspensions, technical faults or service interruptions affecting third-party platforms (e.g. Facebook/Meta, Skool, Trello, Zapier, payment providers). 8.6. RAVARO is not obliged to achieve a specific result (e.g. the recruitment of a candidate), but merely to provide the agreed services. The client bears the burden of proof regarding the fulfilment of their obligations to cooperate.
9. Compensation
9.1. The customer shall remain liable for all claims arising from the customer’s failure to comply with the provisions of the General Data Protection Regulation (‘GDPR’). Accordingly, the customer shall indemnify RAVARO within thirty (30) days of payment of the relevant compensation for all damages that RAVARO has paid as a result of claims for damages under the GDPR. 9.2. The customer shall indemnify RAVARO against all claims by third parties insofar as these are based on the allegation that the material provided by the customer to RAVARO infringes the intellectual property rights and/or industrial property rights of a third party, and shall pay any damages and costs (including reasonable legal fees) incurred by RAVARO in connection with the defence against such claims. RAVARO may require the customer to pay a reasonable advance in this regard. Clause 6.1 remains unaffected by this.
10. Limitation period for claims
10.1. Claims by the customer arising from a breach of duty which does not constitute a defect shall be time-barred, except in cases of wilful misconduct or gross negligence, within one year from the start of the limitation period. This shall not apply where the damage suffered by the customer in question constitutes personal injury. Claims for personal injury shall be time-barred within the statutory limitation period. 10.2. Withdrawal from the contract or a reduction in payments shall be invalid if the customer’s right to performance or subsequent performance has become time-barred. 10.3. Any advertising budget not used by the client within six (6) months of it being made available shall lapse without compensation. No refund or make-up will be granted. RAVARO is under no obligation to retain the budget beyond this period.
11. Force majeure
11.1. Force majeure occurs when there is an external event that is unrelated to business operations and cannot be averted even by exercising the utmost care that can reasonably be expected. Force majeure is deemed to apply in the event of natural disasters (floods, earthquakes, natural disasters, storms, fires), political events (wars, civil wars), as well as other events such as epidemics, pandemics, diseases and quarantine orders issued by authorities, federal states and countries. 11.2. These lists are not exhaustive; comparable events, such as those mentioned in clause 9.1, also fall within the definition of force majeure. 11.3. The party that first becomes aware of the incident shall inform the other party without delay. 11.4. In the event of force majeure as defined in clause 9.1, the contracting parties agree that the contractual obligations shall initially be suspended for the duration of the hindrance; that is to say, the obligations of both parties shall be suspended for the time being and shall no longer be due. Any fees already paid in advance for services etc. shall remain with RAVARO for this period. Should the client still be required to make payments, the client must still make payment for services already rendered. For services not yet rendered, the contracting party may suspend payment for the duration of the suspension of the contract. 11.5. Once the event referred to in clause 9.1 has come to an end, the contract shall resume. 11.6. Each party shall bear the cost of any further damage that may arise. 11.7. If the event lasts for more than 6 months, both parties are entitled to terminate the contract in writing, giving 3 weeks’ notice to the end of the month. In this case, the contracting party must pay for any services already provided by RAVARO. Any fees paid in advance must be refunded by RAVARO. 11.8. Should the event last for more than 12 months, the contract shall be terminated. In this case, RAVARO shall draw up a final statement. This statement shall list the services provided by RAVARO and the payments made by the customer to date. Should the customer still owe payments for services already rendered, these must be paid to RAVARO within 14 days of the final statement being sent to the customer. In the event of a credit in favour of the customer, this will be paid out to the customer within 14 days of the final statement being sent. The final statement may be sent by email as a PDF attachment. Any further claims arising from force majeure are excluded.
12. Copyright and Licence
12.1. Upon full payment of all invoices relating to the order, RAVARO grants the customer simple, non-exclusive rights of use to the services created under this contract (‘Works’). The rights of use are unlimited in terms of time, geographical scope and content, unless otherwise stipulated in these General Terms and Conditions or in the individual contract. Any adaptation, redesign or other alteration of the works is permitted only with the prior written consent of RAVARO. Rights of use in works that have not been paid for in full by the end of the contract shall remain entirely with RAVARO. 12.2. For services created specifically as part of staff or customer acquisition campaigns (e.g. landing pages, advertisements, texts, questionnaires), the client is granted rights of use exclusively for the duration of the underlying service contract. These rights of use expire automatically upon termination of the service contract. A permanent transfer of these works to the client requires a separate agreement and is only possible in return for additional remuneration. 12.3. Any transfer or sub-licensing to third parties of the rights of use granted under Clauses 12.1 and 12.2 is permitted only with the prior written consent of RAVARO. Such consent must be given in writing. Where sub-licensing is agreed, the Customer shall pay a separate fee for this. 12.4. RAVARO reserves the right to be named as the author or creator when the customer uses the works in the usual manner, insofar as this is customary in the industry and technically feasible. 12.5. RAVARO is entitled to use the works it has created, as well as the results achieved within the framework of the collaboration (e.g. increases in reach, conversion rates, campaign successes), for demonstration, reference and marketing purposes. To this end, RAVARO may, in particular, produce copies of individual parts of the works or of the works in their entirety, display them publicly, exhibit them, demonstrate them, broadcast them or use them in presentations, on its own website, on social media and in other marketing materials. Furthermore, RAVARO is entitled to name the client as a reference and to publish the client’s name, logo and the results achieved in the project in the form of case studies or best practice examples. The client grants the necessary consent for this by accepting these General Terms and Conditions; no separate consent is required in individual cases. The client may object to such publication in writing at any time; RAVARO shall then remove the relevant content within a reasonable period. 12.6. RAVARO will at all times safeguard the customer’s legitimate interests in this regard; in particular, it will not disclose any confidential data, protected trade secrets or business secrets, or any personal data, without specific consent.
13. Set-off, reduction, retention
13.1. The customer shall only be entitled to set off and/or claim a reduction against RAVARO if their counter-claim has been established by a final and binding judgement, is undisputed, or has been acknowledged by RAVARO. Furthermore, the customer shall be entitled to set off against RAVARO if they assert complaints or counter-claims arising from the same contractual relationship. 13.2. Furthermore, he is authorised to exercise a right of retention only to the extent that his counter-claim arises from the same contractual relationship. 13.3. The customer’s right to reclaim any payment not actually due remains unaffected by the restriction set out in clause 11.1.
14. Term and termination
14.1. The term of the contract and the notice period for termination are governed by the terms of the offer. If the offer does not specify the term or notice period for termination, the contract is concluded for a period of two years (contract term). If the contract is not terminated with three (3) months’ notice to the end of the contract term, it shall be extended indefinitely and may be terminated by either party with three (3) months’ notice to the end of a calendar month. 14.2. This shall not affect the parties’ statutory right to terminate the contract for cause. In particular, there shall be good cause for the other party where: 14.2.1. if one of the parties has committed a serious breach of its obligations under the contract and the other party can no longer reasonably be expected to continue to perform the contract; 14.2.2. the customer is more than two (2) months in arrears with the payment of fees due or other remuneration, even after the expiry of a reasonable period set by RAVARO for the customer to remedy the situation; 14.2.3. insolvency proceedings are applied for, commenced or dismissed in respect of all or part of a party’s assets; 14.2.4. if one of the parties is in a state of insolvency within the meaning of sections 17–19 of the Insolvency Code (InsO); or 14.2.5. if a party’s financial circumstances deteriorate to such an extent that proper performance of the contract can no longer be expected, even if there are no grounds for insolvency within the meaning of sections 17–19 of the Insolvency Code (InsO). 14.3. Any notice of termination must be given in writing. 14.4. Any ancillary agreements, amendments or additions to this contract must be in writing. Verbal agreements or implied conduct (e.g. goodwill gestures, silence, deviating implementation) do not constitute an amendment to the contract.
15. Confidentiality
15.1. The parties undertake to maintain confidentiality, for an indefinite period, regarding all confidential information which they obtain or have already obtained in the course of the contractual relationship, and not to disclose or otherwise use such information, unless this is necessary for the performance of the contract. Confidential information comprises all information and documents of the parties which are designated as confidential or which, in the circumstances, are to be regarded as confidential, in particular information relating to operational processes, business relationships, other trade or business secrets, know-how, all work results, the remuneration agreed between RAVARO and the customer, and RAVARO’s business model. 15.2. Confidential information is exempt from this obligation: 15.2.1. which the other party can prove it was already aware of at the time the contract was being negotiated, or which subsequently come to its attention through third parties, provided that this does not constitute a breach of a confidentiality agreement, statutory provisions or official orders; 15.2.2. was known to the public, unless this was due to a breach of this contract; 15.2.3. which had to be disclosed due to statutory obligations or by order of a court or public authority. Where permissible and practicable, the party required to disclose the information shall, in such a case, inform the other party in advance and give them the opportunity to take action against the disclosure. 15.3. The disclosure of confidential information to third parties requires the express written consent of the other party, unless otherwise expressly agreed. 15.4. The parties shall ensure, through appropriate contractual provisions, that employees and contractors working on their behalf also refrain from the individual use or disclosure of confidential information, without any time limit. The parties shall disclose confidential information to employees or contractors only to the extent that such employees or contractors need to know the information for the performance of the contract. 15.5. The customer must also maintain confidentiality regarding the remuneration agreed between RAVARO and the customer vis-à-vis RAVARO’s employees, provided that it is apparent to the customer that such employees are not involved in negotiations concerning remuneration, invoicing or any other activities that would require disclosure of the remuneration. 15.6. For quality assurance and record-keeping purposes, video conferences or meetings may be recorded. By entering into the contract, the customer agrees to this.
16. Advertisement
The Customer agrees that RAVARO may disclose the collaboration between RAVARO and the Customer for marketing purposes and, in this context, may also use the Customer’s name, company logo and the results achieved in the project (see also clause 12.5). The customer may revoke this consent at any time in accordance with this clause 14 by providing written notice (e.g. by email to service@ravaro.de).
17. Data Protection
RAVARO processes the customer’s personal data in accordance with data protection standards and requirements. RAVARO has implemented appropriate organisational and technical measures to ensure the availability, integrity, authenticity and confidentiality of its information systems, components and processes used in the provision of services, as well as of all data provided by the customer or otherwise made available. These requirements also apply to communication and collaboration with the customer. Data processing takes place at RAVARO’s registered office in the United Arab Emirates. 17.1. The customer confirms that they have read RAVARO’s privacy policy and expressly consent to the processing of their personal data for the purposes of performing the contract.
18. Price adjustment
RAVARO is entitled, subject to one month’s notice to the end of each contractual quarter, to adjust prices at its reasonable discretion (Section 315 of the German Civil Code (BGB)) by notifying the customer (notice of adjustment), provided that a contract term of more than one year has been agreed with the customer. Price adjustments are intended to offset cost increases and do not result in any increase in profit for RAVARO. In exercising its reasonable discretion, particular account must be taken of market developments and inflation adjustments. The price increase shall take effect at the start of the following contractual quarter. The notice of adjustment shall be provided to the customer in writing. In the event of a price adjustment of more than 10 per cent, the customer shall be entitled to terminate the contract without notice.
19. Final Provisions
19.1. Should any individual provisions of the contract or other contractual documents be or become wholly or partially invalid or unenforceable, or should they fail to contain a necessary provision, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, or to fill the gap, a legally permissible provision shall be deemed to have been agreed retrospectively which most closely approximates what the parties would have intended or would have agreed in accordance with the spirit and purpose of the contract had they taken into account the invalidity or unenforceability of the provision in question or the gap. 19.2. The contract and the other contractual documents are governed by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
20. Contact
RAVARO SYSTEMS - FZCO Building A1, Dubai Digital Park Dubai Silicon Oasis Dubai, United Arab Emirates Licence number: 90011 E-Mail: service@ravaro.de Website: ravaro.de © 2026 RAVARO SYSTEMS - FZCO. All rights reserved.