Scope
These terms apply to all contracts for our services, in particular automation and marketing, content and advertising services. Merely using this website does not create a contractual relationship. A specific engagement is confirmed by a written quote, order or statement of work (SOW); where it conflicts with these terms, the signed order prevails. Our services are offered exclusively to businesses (entrepreneurs within the meaning of § 14 BGB, B2B); they are not directed at consumers (§ 13 BGB); by placing an engagement, the client confirms that it is acting as an entrepreneur. The contract language is German; the German version of these terms prevails, and the English and Turkish versions are provided for information.
Services
We design, build and operate custom automations — chatbots and assistants (including for Instagram and WhatsApp direct messages), CRM setups, email automation, and end-to-end workflows and AI agents — and, where engaged, provide social media content, advertising campaigns and websites (see the Marketing, content and advertising services section). The exact scope, deliverables and timeline are defined per engagement in the order/SOW.
The Automation Check is free of charge and non-binding; it obliges neither party to an engagement. An engagement arises only when you accept the subsequent written fixed quote.
Outcomes depend on your process, data and tools. Any figures, examples or case studies shown on this site are illustrative and are not promised results.
Marketing, content and advertising services
Where engaged, we provide social media marketing (concept, creation, scheduling and publishing of content, community and direct-message management), management of paid advertising campaigns (e.g. Meta, Google, TikTok) and the design and build of websites. Channels, scope, frequency, approval process and reporting cadence are set out in the order/SOW. For websites, the delivery and acceptance rules apply in addition; hosting, domains and third-party plugins are third-party services.
For social media management and campaign management, we owe the diligent performance of the agreed services, not a particular result. Websites and individually commissioned content are agreed deliverables; we owe their production as agreed, not a particular advertising result. Reach, followers, clicks, enquiries, revenue or search rankings depend on platform algorithms, market, competition, budget and your offer and are not guaranteed. Forecasts and target values (KPIs) are non-binding guidance.
Ad accounts, social media profiles, domains and tracking setups are set up or held in your name; you are the account holder. You grant us the access rights required; when the contract ends, we hand over the access credentials and end our access. Media budgets (ad spend) are not remuneration to us: either the platform charges them directly to your payment method, or we advance them in your name and for your account and re-invoice them without mark-up as a pass-through item; the platform’s invoices are addressed to you. Advanced amounts are due on invoicing; we may request a reasonable advance payment. We only allocate media budgets within the agreed limits; fluctuations in daily spend that the platform permits under its rules (e.g. balanced over the week or month) are not an overrun of those limits. Media budgets do not count as fees paid within the meaning of the Fees and Liability sections.
Where we process personal data in these services, for example in direct messages, comments and lead forms or when the platforms’ audience and measurement tools are used (e.g. pixels, conversion tracking, custom audiences), you are the data controller, where applicable jointly with the platform (Art. 26 GDPR). We act solely on your instructions as a processor (Art. 28 GDPR); before processing starts, we enter into a data processing agreement with you that also names our sub-processors. You ensure the required legal bases: in particular consent for tracking and audience building (§ 25 TDDDG, Art. 6 GDPR) and for promotional messages by email or messenger (§ 7 UWG), as well as the mandatory information on your channels and website (legal notice, privacy policy, consent banner); you supply its content and we integrate it technically where engaged. For customers established outside the EU/EEA, the local data protection law applies in addition. With customers from Türkiye, we conclude the standard contract required under Art. 9 KVKK; notifying the Turkish data protection authority is your responsibility as the data exporter.
Material you supply (texts, images, videos, logos, product and price information) must be free of third-party rights. For this material, you are responsible for the required usage rights, the consent of persons depicted (model release) and the accuracy of your factual statements, in particular on prices, effects and comparisons. We publish content only after your approval unless a different approval process is agreed. A comprehensive legal review of the advertising (e.g. under competition, trade mark or medical advertising law) is owed only where separately agreed; we point out legal concerns that are known to us or readily apparent. We implement statutory ad labelling (e.g. “Ad”). Licences for stock material, music and fonts are itemised separately and apply to the extent of the respective licence. You indemnify us against third-party claims arising from a breach of these obligations for which you are responsible, including reasonable costs of legal defence. For infringements for which we are responsible, we are liable under the Liability section.
We use AI tools when creating content (text, image, video, audio). We label AI-generated or AI-manipulated content where Article 50 of the EU AI Act requires it, in particular image, audio or video content that appears deceptively real and depicts real persons, places or events (deepfakes), or where platform rules prescribe it; we agree the kind and placement of labelling with you. Texts are reviewed by a person before publication, by us or as part of your approval; we add a separate AI label to them only where the law or the platform requires it. Purely AI-generated elements are generally not protected by copyright; we cannot give you exclusivity in them.
For content and website designs created individually for you, upon full payment we grant you the exclusive right, unlimited in time and territory, to use and adapt them for your business purposes; until then, use is permitted on a revocable basis. For pre-existing templates and building blocks, you receive a non-exclusive right of use to the same extent. Otherwise the Intellectual property section applies.
We act within the terms of use and advertising policies of the respective platforms. We are not liable for ad rejections, account suspensions, reach limitations or platform changes that are not caused by our fault; we make up affected services where this is possible and sensible. Our claim to remuneration for services already rendered remains unaffected.
Fees and payment
Build projects are charged at the fixed price agreed in the respective fixed quote; ongoing run-and-optimise work is charged as a monthly retainer. Unless stated otherwise, build fees are invoiced partly up front and partly on delivery, and retainers monthly in advance. Invoices are due within 14 days, net, plus VAT where applicable.
Costs of third-party tools, platforms, API usage and AI model tokens are not included and are passed through to you, either billed directly by the provider to your accounts or itemised and reimbursed at cost.
Delivery and acceptance
We deliver against the agreed scope and notify you when a build is ready for review. You will test it against the agreed cases and report defects within a stated review window (10 business days unless agreed otherwise). Acceptance occurs on your written confirmation or on first productive use; minor defects that do not materially impair use do not delay acceptance and are remedied promptly.
Your obligations
You will provide timely access to the systems, accounts, data and contacts we need, name a responsible point of contact, and ensure the information and content you supply is accurate and lawful. Delays or incomplete inputs on your side may shift timelines and costs accordingly.
Intellectual property and ownership
On full payment, you receive ownership of, or a perpetual licence to use, the bespoke automations, configurations and documentation we build for you, and you keep ownership of your own accounts, data and content.
We retain our pre-existing know-how, tools, templates and generic building blocks, and may reuse non-confidential, generalised learnings. Third-party software remains subject to its own licences.
Third-party tools and AI
Our automations may run on or connect to third-party platforms and AI providers (for example workflow tools, CRMs, messaging and email services, and AI models). Their use is subject to the provider’s own terms and availability, and we are not responsible for changes, outages, pricing or output quality that originate with those providers.
Confidentiality
Each party will keep the other’s non-public information confidential, use it only to perform the engagement, and protect it with reasonable care. This obligation continues after the engagement ends. Data protection is governed additionally by our Privacy Policy and, where required, a separate data-processing agreement.
Warranty and support
We provide our services with professional care and will remedy defects in delivered automations that are reported within the warranty period agreed in the order. Statutory warranty rights for B2B engagements apply.
Support, monitoring, response times and any service levels (SLA) are those set out in your retainer or order; without a retainer, support is provided on a best-effort, time-and-materials basis.
Liability
We are liable without limitation for intent and gross negligence, and for injury to life, body or health. For slight negligence we are liable only for breach of an essential contractual obligation (cardinal duty), limited to the foreseeable, typical damage; liability is otherwise excluded.
Save for the cases above, our total aggregate liability for an engagement is limited to the fees paid for that engagement in the 12 months preceding the event, but in any case to at least the agreed fee for that engagement (for retainers, twelve monthly fees). We are not liable for indirect or consequential loss, lost profit, or loss of data where reasonable backups would have prevented it. Mandatory liability (including under the Produkthaftungsgesetz) is unaffected.
Term and termination
Project engagements run until the agreed deliverables are accepted. Retainers run monthly and may be terminated by either party with 30 days’ written notice to the end of a month, unless a longer minimum term is agreed in the order. The right to terminate for good cause remains unaffected. On termination you receive a reasonable handover of the work delivered and paid for.
Governing law and jurisdiction
These terms and our engagements are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. For merchants and for customers without a general place of jurisdiction in Germany (§ 38 (2) ZPO), the place of jurisdiction is our registered office, to the extent permitted by law.
Contact
Questions about these terms: info@otonit.com.