The following General SEO Terms and Conditions apply to all contractual and pre-contractual relationships of Golden Web Age GmbH (hereinafter: Provider) with its clients (hereinafter: Customers) in the field of search engine optimization.
The following General SEO Terms and Conditions shall apply in addition to the contents of the concrete cooperation with the customer regularly specified in an offer at the time of commissioning. In this context, the specifications in the order and/or offer shall take precedence over the provisions of these General SEO Terms and Conditions. Deviating, additional or contradictory terms and conditions of the customer shall not apply, even if the customer refers to the sole application of its GTC in its order or in its offer request. Deviating, additional or contradictory terms and conditions of the customer shall not apply even if the provider performs its service without reservation in the knowledge of deviating or additional terms and conditions. The customer's GTC shall only apply if they are expressly recognized by the provider's own written declaration.
1. subject of the cooperation
(1) Subject of the cooperation are services in the field of search engine optimization (SEO) against payment.
(2) The aim is that the website (hereinafter: website) of the customer, which can be accessed on the Internet, is listed on a higher position by the search engine user when entering certain relevant search terms (hereinafter: "keywords"), which are agreed between the parties, in search engines than is currently the case. A specific search engine placement is not owed. If another search engine has not been expressly specified at the time of commissioning, the consultation shall refer solely to Google Germany (google.de). If another website has not been expressly specified at the time of the order, the consultation shall only refer to the Customer's main website.
(3) The Customer undertakes not to carry out any independent OnPage or OffPage optimizations (uncontrolled, non-natural link building) without consultation with the Provider. The provider assumes no liability for OnPage changes on the website of the customer. The client agrees - unless otherwise agreed - to grant the provider access to so-called tracking tools (eg Google Analytics, Google Tag Manager), FTP access and / or CMS access (eg Joomla, WordPress, Typo3) during the entire contract period. A re-design (redesign) and / or a revision of the commissioning and remuneration owed. The customer undertakes to name all domains reflecting his web presence at the beginning of the contract. If the Provider is not granted access to the tracking tool, FTP access and/or CMS access by the Customer, the Customer shall bear any costs incurred due to expenses of a third party (e.g. Internet agencies or providers).
(4) The Customer is aware that SEO is an ongoing process and that it may take up to 12 months after implementation of all changes proposed by the Provider until the first changes are visible. The Customer is also aware that search engine rankings depend on a variety of factors that are subject to constant change and are not precisely known in detail. Unforeseen changes in the placement - including a drastic deterioration or complete removal from the index of the respective search engine - cannot be ruled out.
2. consulting for OnPage measures
(1) Within the scope of OnPage optimization, the Provider shall advise the Customer with regard to the page structure and/or content of the website, its titles, headings, meta data, image descriptions, etc. and provide recommendations for changes. As required, the Provider shall also advise the Customer with regard to web analytics tools (e.g. Google Analytics), social media and other website-related topics.
(2) The advice shall be provided at the Provider's discretion by e-mail, by telephone or in Customer meetings (workshops).
(3) Unless expressly agreed otherwise, the Customer shall be responsible for the implementation of the suggestions, in particular for a possibly recommendable modification of the source text of the website.
(4) In the event of changes to an SEO-relevant parameter, a significant change to search engine algorithms, problems within the framework of Google Webmaster Tools or a sudden deterioration in search engine placement, the Provider shall advise the Customer within the term of the contract at short notice on the further course of action, propose options for remedial action and provide the Customer with the best possible support in the implementation.
3. offPage services
(1) The Provider shall check whether the quantity and/or quality of the linking (backlinks) of the website can be improved and shall make appropriate recommendations (offPage optimization).
(2) After consultation with the Customer, the Provider shall endeavor to increase the current number and/or quality of backlinks. A specific number or quality of backlinks is not owed. Insofar as the parties expressly agree, OffPage Optimization shall also include the booking of links from third party Internet sites for a separate fee.
(3) Details of the agreed OffPage Optimization, in particular with regard to various types of external links, remuneration for link purchases, etc., shall be determined by the parties by mutual agreement.
(4) Item 2 Paragraph 4 shall apply accordingly where applicable.
4 Testing, Reporting and Communication
(1) The Provider shall provide the Customer with a monthly report ("Report"), from which the current ranking of the Website in the contractual search engines and the implemented SEO measures can be seen.
(2) The Provider shall examine SEO-relevant parameters (in particular listing on Google) for relevant changes within the scope of a weekly automated test. If the Provider detects significant changes in the checked parameters, it shall inform the Customer thereof without undue delay, but no later than within one week, describing the change ("Alert").
(3) If the Customer has provided the Provider with corresponding access data, the Provider shall check the data in Google Webmaster Tools once a month for any need for action and shall inform the Customer of this in a timely manner and to an appropriate extent.
(4) At the express request of the Customer, the Provider shall discuss any need for action resulting from a report or alert with the Customer in a monthly telephone call. The Provider shall offer the Customer an appointment for this purpose in due time.
5 Optional Services
(1) Insofar as the Provider undertakes other service orders, such as the implementation of proposed OnPage optimization measures, programming services or other additional adjustments, the creation of content, workshops, training or other consulting services, the Provider shall owe the activity in the respective agreed period and scope. The details of the service to be provided by the Provider are set out in the respective order.
(2) Unless expressly agreed otherwise, optional services shall be remunerated depending on the time and effort incurred.
6. remuneration and payment modalities
(1) The agreed services shall be invoiced on a time and material basis. The following hourly rates shall apply for the services of the Provider:
- a. OnPage optimization / OffPage optimization: 960,00 Euro / day
- b. Optional services and additional services: 120,00 Euro / hour
(2) Billing shall be in time units of 15 minutes or part thereof.
(3) For billing purposes, the parties agree on a binding monthly budget (hereinafter: monthly budget) for the approximate effort for the services pursuant to Sections 2 to 4. The parties are aware that the monthly budget is merely an estimate and cannot be adhered to exactly in every case. In the event of deviations, the Provider shall be entitled to offset any unused budget against services of the following period or to offset services no longer covered by the respective monthly budget against the budget of the following month.
(4) At the beginning of each month, the Provider shall send the Customer a list of the concrete measures implemented and the budget used or charged as a result in text form for the previous month. In the event that there is a serious balance in favor of the Provider, the Provider shall be entitled to invoice the corresponding amount, provided that the resulting additional amount has been agreed upon with the Customer.
(5) All agreed prices are net prices and are subject to the applicable statutory value-added tax, currently 19%.
(6) The Provider shall invoice the Customer on the 10th of each month for the costs incurred, whereby budgets for the current month and other prices for the previous month shall be calculated. If a payment deadline in the invoice is not billing due.
7. customer's duties to cooperate
(1) An essential factor for the provision of the services by the provider is the cooperation of the customer. The Customer shall support the Provider in the provision of the contractual services to a reasonable extent.
(2) The Customer shall appoint a contact person for the Provider who is authorized and able to make all decisions pending within the scope of this contractual relationship and to communicate them to the Provider.
(3) The Customer shall support the Provider in the selection of keywords to the best of its ability and, in particular, provide comprehensive information on the target group of the websites and possible search terms. The customer alone is responsible for the selection of the keywords. This includes in particular the obligation to check keywords suggested by the Provider for their admissibility. If the Customer does not object to keywords suggested by the Provider in text form within 3 working days, these shall be deemed to have been approved.
(4) If the Customer fails to fulfill his obligations under this Agreement or fails to do so to a sufficient extent, the Provider shall be released from his obligations to perform for this period, insofar as the respective services cannot be provided or can only be provided with disproportionate effort due to the non-fulfillment or insufficient fulfillment of the obligations to cooperate. In addition to the agreed remuneration, the Customer shall be obligated to compensate the Provider for all additional expenses incurred due to a culpable breach of the duties to cooperate on the basis of the Provider's current standard remuneration rates. Further claims of the Provider shall remain unaffected.
8. Compliance with legal requirements, rights of use and indemnification
(1) The legal responsibility, in particular the telemedia, press and competition and trademark responsibility for the content of the website(s) of the customer as well as any keywords / meta tags, etc. that may have been booked, shall be borne exclusively by the customer. The design of the content of the website(s) remains the exclusive responsibility of the customer. The Customer is obligated to carefully check and ensure that the content does not violate legal provisions and/or the rights of third parties.
(2) The Customer warrants that he is the owner of all rights required for the contractual use of the website, in particular that he has the necessary copyrights, usage rights, trademark rights, ancillary copyrights, personal rights and other rights and that he can transfer them to the Provider for the purpose of fulfilling the contract, in terms of time, place and content to the extent required for the performance of the contract. The foregoing shall also apply in particular with regard to all processes relevant under data protection law.
(3) All copyrights, ancillary copyrights and other rights to the analyses, concepts, programming work and other work results created and, if applicable, realized by the Provider and/or by third parties on behalf of the Provider shall remain with the Provider. However, the Provider grants the Customer a simple right of use to the work results created for him to use these for SEO purposes to the extent necessary for the execution of the contract.
(4) The Parties shall be notified to each other of any legal disputes due to search engine optimization measures in connection with this contract and any procedural progress.
(5) If third parties assert claims against the Provider with the allegation that the Customer's website or its use by search engine operators or other users violates legal provisions and/or their rights, the Customer shall indemnify the Provider upon first request from all claims of third parties and reimburse any costs and damages beyond this, in particular indemnify the Provider from the costs of an appropriate legal defense. The Customer shall be obligated to support the Provider within the scope of what is reasonable by providing information and documents in the legal defense against the third parties.
(1) The Provider shall only act in an advisory and supportive capacity. For the warranty in other respects, the statutory provisions shall apply, whereby claims of the customer against the provider due to poor performance or defects in the execution of the services shall become time-barred six months after the claim arises and knowledge or grossly negligent or intentional ignorance of the circumstances giving rise to the claim.
(2) The provider shall endeavor to take its measures in conformity with the guidelines of the respective search engine. However, the parties are aware that individual agreed measures for search engine optimization may violate the guidelines of individual search engines and that this does not constitute a defective performance by the Provider. This applies in particular if the customer has explicitly released certain measures of the provider in knowledge of the guidelines.
(1) The Provider and/or its vicarious agents and/or legal representatives shall only be liable for damages that are not bodily injury in the event of intent or gross negligence. The contractual and non-contractual liability for property damage and financial loss, lost profits and consequential harm caused by a defect of the provider is excluded in the case of slight negligence, unless it is liability for the breach of essential obligations (cardinal obligations). Cardinal obligations are those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the customer may regularly rely. In the event of a slightly negligent breach of a cardinal obligation, liability shall be limited to the foreseeable damage typically occurring in transactions of this type, but shall not exceed the amount of the order corresponding to the orders placed in the last year before the event causing the damage became known.
(2) In all other respects, liability is excluded, whereby the exclusion of liability does not apply in the case of damage to the life, body or health of a human being or to liability under the Product Liability Act.
(3) As a service provider, the Provider shall not be liable for damages that arise due to technical malfunctions or service disruptions on the part of the Provider or other third parties. The Provider shall also not be liable for damages that the Customer could have prevented by taking reasonable measures, in particular regular, at least daily, program and data backups.
(4) To the extent that the Provider's liability is excluded or limited to a limited extent, this shall also apply to the personal liability of the Provider's employees, workers, representatives and vicarious agents.
(1) Unless otherwise agreed, an SEO contract is entered into for an indefinite period of time and can be terminated with a notice period of four weeks to the end of each month.
(2) In the event of termination, any outstanding balance in favor of the Provider shall be settled by the Customer, provided that any excess amount has been agreed with the Customer. If there is a balance in favor of the customer, the provider is obliged to repay the excess amount paid. Payments are to be made within 14 days after termination of the contract. Upon termination of the contract, the Agency's consulting obligations expire. However, the Agency may not take any actions that result in the removal of links referring to the Website.
(3) The right of the Contractual Partners to terminate the Contract for good cause shall remain unaffected. An important reason for a contractual partner exists in particular if the other contractual partner violates essential provisions of this contract and the violation of the contract is not remedied within two weeks after a written request, unless such a period or request is exceptionally dispensable taking into account the severity of the violation of duty or the other circumstances.
(1) The Provider is permitted to advertise in a suitable manner with the fact that the Customer has commissioned the Provider, and it may use logos and the like of the Customer for this purpose in reference lists online and offline even beyond the end of the contract.
(2) Unless otherwise expressly agreed in writing, the Provider is permitted to accept and process orders from Customers in the same or similar industries during the term of the contract and beyond. This also and in particular applies to the optimization for similar or the same search terms of different clients.
13. final provisions
(1) Should the contract contain invalid provisions, the validity of the rest of the contract shall remain unaffected.
(2) The services shall be provided exclusively on the basis of this contract. The inclusion of general terms and conditions of a customer that contradict these agreements is hereby already objected to.
(3) Subsidiary agreements and amendments to the contract must be made in writing in order to be legally valid.
(4) German law is exclusively applicable to this contract.
(5) The place of jurisdiction for all disputes arising from or in connection with this contract is Munich.
Status: November 2022