GTC
General Terms and Conditions
the
SEO Marketing GmbH
Alte Garten 60-62
51371 Leverkusen
1 General information
1.1 Validity
These General Terms and Conditions (GTC) are an integral part of all contracts that SEO Marketing GmbH concludes or has concluded with customers.
1.2 Exclusion
Terms and conditions of the client or third parties shall not apply, even if SEO Marketing GmbH does not separately object to their validity in individual cases. Even if SEO Marketing GmbH refers to a letter that contains the terms and conditions of the client or a third party, or refers to such, this does not constitute agreement with the validity of those terms and conditions.
1.3 SEO marketing services
SEO Marketing GmbH offers customers services in the areas of website creation and development, search engine optimization, hosting services and campaign implementation as well as maintenance and support.
Maintenance of websites. The specific scope of services is the subject of individual agreements between SEO Marketing GmbH and the client.
1.4 Subcontractors
SEO Marketing GmbH is entitled to subcontract the necessary services in its own name and for its own account to subcontractors, who in turn may also use subcontractors. SEO Marketing GmbH remains the sole contractual partner of the customer. Subcontractors shall not be used if it is apparent to SEO Marketing GmbH that their use is contrary to the legitimate interests of the client.
1.5 Communication
The contracting parties undertake to each appoint a contact person who will accompany the respective order and is authorized to make legally binding declarations of intent.
2 Conclusion of a contract
2.1 Assumption
By signing the offer or an order form or a clear e-mail, the client places a legally binding, irrevocable order for the services listed in the offer.
If the order is not expressly accepted by SEO Marketing GmbH, the order is automatically deemed to have been accepted as soon as the deadline for rejection has expired.
2.2 Rejection
The order can be rejected by SEO Marketing GmbH by letter or email if there are sufficient grounds for doing so. The deadline for rejection by SEO Marketing GmbH is 20 days.
3 Obligations of the customer to cooperate
3.1 Rights to third-party content
If the customer provides SEO Marketing GmbH with texts, images or other content for
he must ensure that this content does not violate the rights of third parties.
third parties (e.g. copyrights) or other legal norms. In this context, it is pointed out that SEO Marketing GmbH is not legally entitled to provide legal advice to the client. In particular, SEO Marketing GmbH is not obliged and legally not in a position to check the customer’s business model and/or the works (layouts, graphics, texts etc.) created or acquired by the customer for their compatibility with applicable law. In particular, SEO Marketing GmbH will not
carry out trademark searches or other collision checks with regard to the works provided by the customer. If the customer issues specific instructions regarding the work to be produced, he shall always be liable for this himself.
3.2 Information provided by the customer
The customer is obliged to provide the information, data, works (e.g. the data for the imprint, graphics etc.) and accesses provided by him for the purpose of fulfilling the order completely and correctly. He must also ensure that the instructions he issues comply with applicable law.
Subject to deviating individual agreements, the client is responsible for procuring the material for the design of the websites and other works (e.g. graphics, videos) and shall provide this to SEO Marketing GmbH in good time. If the customer does not provide these and does not make any further specifications, SEO Marketing GmbH may, at its own discretion, use image material from common providers (e.g. digital photo brokers such as 123rf.com) for a fee or provide the corresponding parts of the website with a placeholder, taking into account the copyright labeling requirements.
3.3 Order processing
If the conclusion of a contract is required for individual
If an order processing contract is required in accordance with Art. 28 GDPR, both contracting parties undertake to conclude such a contract – to be provided by SEO Marketing GmbH – before the start of the provision of services.
3.4 Delays in the project
SEO Marketing GmbH is in no way responsible or liable to the client for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the client.
3.5 Additional expenses in the event of delays
If the customer fails to meet its obligations under this clause, SEO Marketing GmbH may charge the customer for the additional expenses incurred as a result (e.g. costs for stock photos and time spent searching for them).
4 Website creation
4.1 Project management
Unless individual agreements to the contrary have been made, the website is created on the basis of the current project management of SEO Marketing GmbH. The other provisions of these GTC remain unaffected.
4.2 Object of the contract
The subject of website creation contracts between SEO Marketing GmbH and the customer is generally the development of new websites or the expansion of existing websites (e.g. integration of new interfaces) in compliance with the customer’s technical and/or design specifications. Website creation contracts concluded between the parties are contracts for work within the meaning of Sections 631 et seq. BGB.
4.3 Compatibility with browsers
Unless otherwise agreed, the websites created are available for all standard
Browser optimized in their respective current versions (in each case the last two versions of the browser). Optimization for mobile devices must be agreed separately with the definition of the scope.
4.4 Scope of services
The services agreed in detail result from the individual contract concluded between SEO Marketing GmbH and the client or
accepted offer. For this purpose, the customer shall first submit a written or verbal request to SEO Marketing GmbH with as precise a description as possible of the desired website content (creative content such as images, layouts, logos, etc. must be specified and provided by the customer). SEO Marketing
GmbH will check the customer’s ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability, clarity, feasibility and consistency using the means available and use them to prepare an offer that is as accurate as possible. The provisions of the section “Formation of a contract” shall then also apply.
4.5 Third-party rights and tools
The verification or procurement of rights, the procurement of tools (e.g. statistics) or certificates (e.g. SSL / TLS) or the provision of a development or hosting solution,
Application or other documentation shall only be provided by SEO Marketing GmbH if this has been expressly agreed in an individual contract.
4.6 Customer wishes
The customer can access the development page after prior request and
to incorporate customer requests insofar as these are covered by the originally agreed scope of services. Such amendments shall become part of the original contract if both contracting parties agree in text form by e-mail or letter. In all other respects, SEO Marketing GmbH is only obliged to produce the functions/items listed in the contract or to provide the agreed services.
service (e.g. maintenance). Any additional services must be agreed and remunerated separately.
4.7 Design suggestions
The offer from SEO Marketing GmbH generally includes 1-2 design proposals whose format and content are selected by SEO Marketing GmbH at its own discretion; there is no entitlement to specific design elements or functions.
In principle, 2 correction runs per website are planned.
4.8 Acceptance
As soon as the website has been completed, SEO Marketing GmbH will ask the customer to accept the website. Acceptance must take place within 2 weeks. If the customer does not provide acceptance or proves errors in the agreed services, the website is automatically deemed to have been accepted after 2 weeks and outstanding invoices can be issued.
4.9 Source code
There is no entitlement to the publication of graphics, source codes, (development) documentation, manuals and other additional documentation – subject to deviating express individual agreements.
4.10 Availability on the Internet
If the customer does not require hosting services for the new website from SEO
Marketing GmbH, but from third-party providers, SEO Marketing GmbH assumes no responsibility for the respective servers and their configuration, the data lines and/or the accessibility of the website.
5 Search engine optimization
5.1 Performance
With search engine optimization, the client commissions SEO Marketing to adapt the website to the requirements of the search engine providers. The focus here is on the Google search engine.
SEO Marketing performs all necessary services for technical and content optimization.
Unless individually agreed with the client, the services are selected by SEO Marketing GmbH.
5.2 Additional services
If previously unrecognizable additional costs are associated with the provision of the service (e.g.
change of hosting, licenses, etc.), these may be invoiced additionally. The customer must be informed in advance by SEO Marketing GmbH.
5.3 Commissioning
Search engine optimization (SEO) is commissioned separately in addition to the other services and is not automatically included with work on the website.
5.4 Runtime
The minimum period for commissioning is regulated under “Contract term for ongoing services”.
5.5 Results
Within the scope of the provision of services, SEO Marketing GmbH shall only owe the
Implementation of the selected measures (text creation, content optimization,
landing pages, etc.). These are services within the meaning of §§
611 et seq. BGB. A specific result (e.g. increase in inquiries) is not owed within the scope of SEO services, unless this has been expressly guaranteed.
5.6 Termination
The duration and budget framework shall be agreed between the contracting parties and shall be borne in full within the minimum term, even in the event of premature termination.
6 Maintenance of websites
6.1 Services
In the initial offer or after completion of the website and/or individual parts thereof, SEO Marketing GmbH may offer the customer maintenance and care services in relation to the website. SEO Marketing GmbH can also provide the maintenance of
offer third-party websites. However, neither SEO Marketing GmbH is authorized to
offer, nor does the customer have to make use of the additional services offered by SEO Marketing GmbH. Corresponding agreements are exclusively the subject of individual agreements.
6.2 Contents
The content of the maintenance contracts is the elimination of malfunctions and the updating of the website for common web browsers in their current version. Further details, such as regular maintenance, can be agreed in individual contracts if necessary.
6.3 Requirements
The prerequisite for maintenance is that the content to be maintained is compatible with the systems of SEO Marketing GmbH. Compatibility may be impaired in particular by outdated components of the content to be maintained or by unauthorized changes on the part of the customer. If compatibility is not guaranteed, the customer must establish this independently (e.g. through appropriate updates) or commission SEO Marketing GmbH separately to establish compatibility.
6.4 Malfunctions
SEO Marketing GmbH is not liable for malfunctions and incompatibilities caused by unauthorized changes made by the customer or based on other errors that are not the responsibility of SEO Marketing GmbH; the provisions under “Liability and indemnification” remain unaffected by this.
6.5 Scope
Unless otherwise agreed, maintenance shall only include the technical updating of the website, but not the updating of its content. In particular, SEO Marketing GmbH is not responsible for updating the legal notice or the privacy policy.
7 Web hosting and domain registration
7.1 Performance
SEO Marketing GmbH also offers the customer hosting and domain registration services – in particular as an additional option within the scope of website creation. The specific scope of services (domain registration, storage space, certificates, etc.) is the subject of individual agreements between the parties. SEO Marketing GmbH is entitled to use the services of third parties in any form in connection with the provision of hosting services.
7.2 Access to the hosting system
Unless otherwise agreed, SEO Marketing GmbH assumes responsibility for the administration and management of the data in the event that it is commissioned as host. The customer does not have access to the administration backend of the hosting system.
However, access can be set up for the customer via a Plesk system on request with a separate agreement with the customer. Changes made by the customer with this access are outside the
area of responsibility of SEO Marketing GmbH. In this case, repairs will be subject to a charge.
7.3 Assurance of performance
The availability of the servers used by SEO Marketing GmbH for hosting purposes is at least 97% on an annual average, according to the hoster. Excluded from this are those times during which the servers are unavailable due to events beyond the control of SEO Marketing GmbH (force majeure, acts of third parties, technical problems, etc.).
7.4 IP addresses
Unless otherwise agreed, the customer is not entitled to the allocation of a fixed IP address for his Internet presence. We reserve the right to make technical or legal changes at any time.
7.5 Hosting access data
The customer is obliged not to pass on his passwords and other access data – insofar as these have been made available to him by SEO Marketing GmbH – to third parties and to change them regularly. The customer himself is responsible for any misuse by third parties, insofar as he is responsible for this.
7.6 Fuse
SEO Marketing creates regular backup copies of the hosted data. Liability for any loss of data due to inadequate data backup is governed by the hoster’s terms and conditions. The customer can order a data backup above the normal scope at any time.
7.7 Domain registration
If the customer makes use of domain registration services from SEO Marketing GmbH, the following also applies:
7.7.1 Contractual relationship
The contractual relationship required to register the respective domain is established directly between the customer and the respective domain registry or registrar. SEO Marketing GmbH acts merely as an intermediary in the relationship between the customer and the registry, without having any influence of its own on the allocation of the domain.
7.7.2 Infringements
The customer bears full responsibility for ensuring that the domain requested by him does not infringe any third-party rights. A verification of the domain is not owed.
8 Video and photography
8.1 Services
SEO Marketing GmbH creates professional videos and photographs for its clients. The services agreed in detail result from the individual contract concluded between SEO Marketing GmbH and the client.
This contract represents the symbiosis of the customer’s ideas and
implementation expertise of SEO Marketing GmbH. SEO Marketing works here to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency.
The contracting parties recognize that the creation of videos and videos is
photographs is a creative achievement that requires a high degree of artistic freedom. SEO Marketing GmbH therefore only owes the creation of a work that corresponds to the customer’s wishes according to its own experience and assessment. Complaints regarding the artistic design are generally excluded.
8.2 Correction loops
Unless otherwise agreed, the customer shall have the right to two
The user is entitled to make correction loops with regard to the image processing (e.g. using filters and effects) of the photographs created; however, a new creation of the photographs is excluded. Complaints regarding the artistic design are generally excluded. If the customer wishes to make further changes, he shall bear the additional costs.
8.3 Consent of third parties
If the customer provides persons for the creation of the video or photographs
(e.g. its employees or professional models), it is solely responsible for ensuring that the persons concerned have consented to the use of the recordings. In particular, it is responsible for concluding suitable model release contracts and obtaining GDPR-compliant employee commitments.
8.4 Acceptance
As soon as the agreed object of performance has been completed, SEO Marketing
GmbH shall request the customer to accept the work. Acceptance must take place within 2 weeks. If the customer does not provide acceptance or proves errors in the agreed services, the service is automatically deemed to have been accepted after 2 weeks and outstanding invoices can be issued.
8.5 Copyright notices
Unless otherwise agreed in individual contracts, SEO Marketing GmbH may demand that a suitable copyright notice be placed in an appropriate position on the works created.
8.6 Data transfer
Unless otherwise contractually agreed and not otherwise to be expected from the purpose of the contract, the customer shall only receive recordings that have been fully processed for the respective purpose. The customer shall not be entitled to the surrender of the raw data or editable files (RAW files or similar).
9 SEO marketing and SEA campaigns
9.1 SEO marketing
SEO Marketing GmbH offers customers services in the field of SEO marketing, among other things. Within the scope of the provision of services, SEO Marketing GmbH shall only owe the implementation of measures which, according to SEO
Marketing GmbH can have a positive influence on the search engine ranking or can be used by the
client must be expressly ordered. This is a service within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). A specific result (e.g. a specific ranking in the Google hit list) is achieved as part of the SEO
Services, on the other hand, are only owed if this has been expressly guaranteed. Marketing services are subject to a notice period of one month for both contracting parties.
9.2 SEO campaigns
SEO Marketing GmbH offers clients services in the area of SEA campaigns. As part of the provision of services, SEO Marketing GmbH shall only be responsible for submitting proposals for effective keywords and, following approval by the client, for implementing the measure (placement of advertisements). These are services within the meaning of §§ 611 ff.
BGB. A specific result (e.g. increase in sales figures) is not owed within the scope of SEA services, unless this has been expressly guaranteed. In addition to the claim to remuneration for the service, SEO Marketing GmbH has a claim to reimbursement of expenses with regard to the chargeable advertisements against the customer. SEO Marketing GmbH is not obliged to check the legality of keywords. SEO Marketing GmbH makes suggestions to the customer regarding the booking of keywords. The customer is responsible for the legal review, in particular for the trademark rights of third parties and approval of the keywords before the campaign is carried out.
The duration and budget framework shall be agreed between the contracting parties and shall be borne in full even in the event of premature termination.
10 Social media campaigns
10.1 Services
Texts and images are always supplied by the customer for the campaigns. If the customer does not provide any data, the missing information in the form of images and texts will be created by SEO Marketing for a fee.
10.2 Additions
The customer must provide access to the social media channels to be processed.
If this is not the case, SEO Marketing cannot carry out the planned work and reserved
times. In this case, SEO Marketing GmbH is entitled to charge a cancellation and project management fee amounting to 100% of the agreed payments.
10.3 Runtime
The term for social media contracts is always 12 months, unless otherwise agreed separately between the parties.
The automatic extension is 12 months with a notice period of one month to the end of the contract.
11 Prices and remuneration
11.1 Remuneration
The remuneration for all services or for other orders is the subject of an individual contractual agreement between the contracting parties and is generally regulated in a written offer with verbal or written acceptance.
The agreed remuneration and the costs to be disbursed in accordance with the contract shall be paid in accordance with the contract concluded and the underlying payment agreements.
11.2 Pricing
All prices are subject to VAT at the statutory rate.
11.3 Regular payments
Regular monthly or annual payments for services are due in advance. Here, the middle of the performance period (e.g. the 15th of the month) can be used fairly for invoicing.
11.4 One-off payments
Unless otherwise agreed, orders with a one-off payment will be invoiced according to the progress of the project.
11.5 Offsetting of claims
Offsetting against counterclaims of the client or the withholding of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established or arise from the same order under which the service in question was provided.
11.6 Advance payments
SEO Marketing GmbH shall be entitled to execute or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, it becomes aware of circumstances which are likely to significantly reduce the client’s creditworthiness and willingness to pay and which jeopardize the payment of SEO Marketing GmbH’s outstanding claims by the client from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).
12 acceptances
Insofar as a work performance has been agreed, SEO Marketing GmbH may demand that acceptance takes place in writing; written acceptance is only owed if SEO Marketing GmbH requests the client to do so.
The acceptance provisions of the German Civil Code shall otherwise remain unaffected. The acceptance period within the meaning of § 640 para. 2 sentence 1 BGB shall be 2 weeks from notification of completion of the work, unless a longer acceptance period is required in individual cases due to special circumstances, in which case SEO Marketing GmbH shall notify the client separately. If the customer does not respond within this period or does not refuse acceptance due to a defect, the work shall be deemed to have been accepted.
13 Warranty for defects
An insignificant defect does not justify any claims for defects. The choice of the type of subsequent performance lies with SEO Marketing GmbH.
The limitation period for defects and other claims is one year. These
The reduction of the limitation period to 1 year does not apply to claims resulting from intent, gross negligence or injury to life, limb or health by SEO Marketing GmbH.
The limitation period shall not recommence if a replacement delivery is made within the scope of liability for defects. Otherwise, the statutory warranty for defects remains unaffected.
14 Contract term for continuous services
14.1 Minimum term
Subject to deviating provisions in and outside these GTC, continuing obligations (e.g. maintenance contracts) have a minimum term of 6 months. The notice period is one month before expiry.
14.2 Automatic renewal
If the contract is not terminated in due time at the end of the term, it shall be automatically extended for further months in accordance with the underlying service as follows, unless otherwise specified in the accepted offer:
SEO work: around 03 months
Google Adds campaigns: by 01 month
Social media campaigns: by 12 months
Hosting services: by 12 months
The right to extraordinary termination for good cause remains unaffected.
The notice period is 1 month to expiry.
15 Granting of rights, self-promotion and right of mention
15.1 Right of use of the customer
SEO Marketing GmbH grants the client – after full payment of the order by the client – a simple right of use to the corresponding work results and/or the respective source codes at the time of their creation. Further rights can be agreed between the parties by means of an individual contractual agreement.
15.2 Public use
Unless otherwise agreed, the client expressly grants SEO Marketing GmbH permission to use the project for the purpose of self-promotion.
(references/portfolio) in an appropriate public manner. In particular
SEO Marketing GmbH is entitled to advertise the business relationship with the customer and to refer to itself as the author on all advertising material produced and in all advertising measures, without the customer being entitled to any remuneration for this.
15.3 Links
SEO Marketing GmbH is entitled to place its own name with a link in an appropriate manner in the footer and imprint of the website(s) created by SEO Marketing GmbH, without the customer being entitled to any remuneration for this.
16 Confidentiality
SEO Marketing GmbH will keep all information of which SEO Marketing GmbH becomes aware
treat business transactions, in particular, but not exclusively, print documents, layouts, storyboards, figures, drawings, tapes, pictures, videos, DVDs, CD-ROMs, interactive products and such other documents containing films and/or radio plays and/or other copyrighted materials of the customer or its affiliated companies as strictly confidential.
SEO Marketing GmbH undertakes to comply with the duty of confidentiality for all
employees and/or third parties (e.g. Suppliers, graphic designers, programmers,
film producers, recording studios, etc.) who have access to the aforementioned
business transactions. The confidentiality obligation shall apply indefinitely beyond the term of this contract.
17 Liability / Indemnification
17.1 Cardinal obligation
The liability of SEO Marketing GmbH for all damages is limited as follows:
In the event of a slightly negligent breach of a material contractual obligation
(“cardinal obligation”), SEO Marketing GmbH’s liability shall be limited in each case to the amount of damage foreseeable at the time of conclusion of the contract and typical for the contract. Cardinal obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance a party may regularly rely. This limitation of liability shall not apply in the event of gross negligence or willful misconduct or in the event of mandatory statutory liability, in particular in the event of the assumption of a guarantee or culpable injury to life, limb or health. The above liability regulation also applies with regard to the liability of SEO Marketing GmbH for vicarious agents and legal representatives.
17.2 Third party claims
The client shall indemnify SEO Marketing GmbH against any third-party claims asserted against SEO Marketing GmbH due to breaches of these GTC or applicable law by the client.
18 Final provisions
18.1 Applicable law
The contracts concluded between SEO Marketing GmbH and the customer are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
18.2 Place of jurisdiction
The place of jurisdiction is generally the principal place of business of SEO Marketing GmbH in Germany.
18.3 Amendment of the GTC
SEO Marketing GmbH is entitled to amend these GTC for objectively justified reasons.
(e.g. changes in case law, the legal situation, market conditions or the
business or corporate strategy) and within a reasonable period of time. Existing customers will be notified of this by e-mail at least two weeks before the change comes into effect.
If the existing customer does not notify the change within the period set in the change notification
period, his consent to the amendment shall be deemed to have been given. In the case of the
In the event of an objection, SEO Marketing GmbH is entitled to terminate the contract extraordinarily at the time the change comes into effect. The notification of the intended amendment to these Terms of Use will indicate the deadline and the consequences of an objection or failure to object.
18.4 Severability clause
Should individual provisions of this contract be wholly or partially invalid or unenforceable or lose their legal validity or enforceability at a later date, this shall not affect the validity of the remaining provisions of the contract. The same applies if it turns out that the contract contains a loophole. In place of the invalid or unenforceable provisions or to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes closest to what the contracting parties intended or would have intended according to the meaning and purpose of the contract if they had considered the point when concluding this contract.
19 Conditions of participation for the European Championship Prediction Game of SEO Marketing GmbH
19.1. Organizer
The competition is organized by SEO Marketing GmbH, Alte Garten 60-62, 51371 Leverkusen.
19.2. Eligibility to participate
All natural persons who are at least 18 years old and resident in Germany are eligible to participate. Employees of SEO Marketing GmbH and their relatives are excluded from participation.
19.3. Participation in the competition
Participation takes place by submitting a tip in the SEO Marketing GmbH story during the Germany matches of the European Football Championship 2024.
Each participant may only place one bet per Germany match.
The bet must be placed before kick-off of the respective match.
19.4. Profits
One of the following prizes will be raffled off among the correct tips:
1 month SEO Basic support free of charge
1 OnePager or 1 LandingPage (if website already exists)
1 individual social media post for Facebook/Instagram
Stars for the SERP
19.5. Profit distribution
The winners will be drawn at random from the correct tips.
The winners will be notified by direct message on Instagram within 7 days of the respective Germany match.
Prizes are non-transferable and cannot be paid out in cash.
SEO Marketing GmbH reserves the right to provide alternative prizes of equal value if the original prizes are not available.
19.6. Data protection
Participants agree that their data will be stored for the duration of the competition and used to notify them of their winnings.
The data will not be passed on to third parties and will be deleted at the end of the competition.
Further information on data protection can be found in our privacy policy at www.seo-marketing.koeln.
19.7. Disclaimer
SEO Marketing GmbH accepts no liability for technical faults that could affect participation in the competition.
Legal recourse is excluded.
19.8. Miscellaneous
SEO Marketing GmbH reserves the right to change, adapt or terminate the competition at any time without prior notice and without giving reasons if this is necessary.
By participating in the competition, participants accept these conditions of participation
Status: June 2024