Terms and Conditions (SEO)

The following General Terms and Conditions for SEO Services apply to all contractual and pre-contractual relationships between Golden Web Age GmbH (hereinafter referred to as the ‘Provider’) and its clients (hereinafter referred to as the ‘Customers’) in the field of search engine optimisation.

The following General SEO Terms and Conditions apply in addition to the terms of the specific collaboration with the client, as set out in a quotation provided at the time of commissioning. In this regard, the details specified in the order and/or quotation take precedence over the provisions of these General SEO Terms and Conditions. Any deviating, additional or conflicting terms and conditions of the client shall not apply, even if the client refers to the sole application of their own terms and conditions in their order or in their request for a quotation. Any deviating, additional or conflicting terms and conditions of the client shall not apply even if the provider performs its services without reservation whilst being aware of such deviating or supplementary terms. The client’s terms and conditions shall only apply if they are expressly acknowledged by the provider in a handwritten declaration.

1. Scope of the cooperation
(1) The subject matter of the collaboration is the provision of search engine optimisation (SEO) services in return for payment.

(2) The aim is for the customer’s website, which is accessible on the internet (hereinafter: website) to be listed in a higher position than is currently the case when search engine users enter certain relevant search terms (hereinafter: ‘keywords’) agreed between the parties into search engines. A specific search engine ranking is not guaranteed. Unless another search engine has been expressly specified at the time of commissioning, the consultancy services relate solely to Google Germany (google.de). Unless another website has been expressly specified at the time of commissioning, the consultancy services relate only to the client’s main website.

(3) The client undertakes not to carry out any independent on-page or off-page optimisation (uncontrolled, unnatural link building) without consulting the provider. The Provider accepts no liability for on-page changes made to the Client’s website. The Customer undertakes – unless otherwise agreed – to grant the Provider access to so-called tracking tools (e.g. Google Analytics, Google Tag Manager), FTP access and/or CMS access (e.g. Joomla, WordPress, Typo3) throughout the entire term of the contract. A redesign and/or revision of the website shall give rise to a new commission and remuneration. The client undertakes to specify, at the start of the contract, all domains that represent their online presence. Should the Client fail to grant the Provider access to the tracking tool, FTP access and/or CMS access, the Client shall bear any costs incurred through the services of a third party (e.g. web agencies or internet service providers).

(4) The client is aware that SEO is an ongoing process and that it may take up to 12 months after the implementation of all changes proposed by the provider before the first changes become visible. The client is also aware that search engine rankings depend on a multitude of factors which are subject to constant change and are not known in detail. Unforeseen changes in ranking – including a drastic decline or complete removal from the respective search engine’s index – cannot be ruled out.

2. Advice on on-page optimisation measures

(1) As part of on-page optimisation, the provider will advise the client on the page structure and/or content of the website, including its titles, headings, metadata, image descriptions, etc., and make recommendations for changes. Where necessary, the Provider will also advise the Client on web analytics tools (e.g. Google Analytics), social media and other website-related topics.

(2) Consultancy is provided, at the provider’s discretion, by email, telephone or in face-to-face sessions (workshops).

(3) Unless expressly agreed otherwise, the customer is responsible for implementing the suggestions, in particular any recommended modifications to the website’s source code.

(4) In the event of changes to an SEO-relevant parameter, a significant change to search engine algorithms, issues relating to Google Webmaster Tools, or a sudden deterioration in search engine rankings, the Provider shall, within the term of the contract, advise the Client at short notice on how to proceed, suggest possible remedies and provide the client with the best possible support in implementing them.

3. Off-page services

(1) The service provider will assess whether the quantity and/or quality of the website’s backlinks can be improved, and will make appropriate recommendations (off-page optimisation).

(2) Following consultation with the client, the provider shall endeavour to increase the current number and/or quality of backlinks. No specific number or quality of backlinks is guaranteed. Where the parties expressly agree to this, off-page optimisation shall also include the purchase of links from third-party websites in return for a separate fee.

(3) The parties shall agree on the details of the agreed off-page optimisation, in particular with regard to various types of external links, payments for the purchase of links, etc.

(4) Paragraph 2(4) shall apply mutatis mutandis where appropriate.

4. Audit, reporting and communication

(1) The Provider shall provide the Client with a monthly report (‘Report’) setting out the website’s current ranking in the search engines covered by the contract and the SEO measures carried out.

(2) As part of a weekly automated check, the Provider shall examine SEO-relevant parameters (in particular Google listings) for any significant changes. If the Provider identifies significant changes to the parameters checked, it shall inform the Customer of this without delay, and in any event within one week at the latest, providing a description of the change (‘Alert’).

(3) Provided the customer has supplied the provider with the relevant login details, the provider shall check the data in Google Webmaster Tools once a month to determine whether any action is required and shall inform the customer of this in a timely manner and to an appropriate extent.

(4) At the customer’s express request, the provider shall discuss with the customer, during a monthly telephone call, any action that may be required as a result of a report or alert. The provider shall offer the customer a suitable appointment in good time for each such discussion.

5. Optional services

(1) Where the Provider undertakes other service contracts, such as the implementation of proposed on-page optimisation measures, programming services or other additional adjustments, the creation of content, workshops, training courses or other consultancy services, the Provider shall be obliged to carry out the work within the agreed timeframe and to the agreed extent. The details of the service to be provided by the Provider are set out in the relevant order.

(2) Unless otherwise expressly agreed, optional services shall be remunerated on the basis of the time and effort involved.

6. Remuneration and payment terms

(1) The agreed services shall be invoiced on a time-and-materials basis. The following hourly rates shall apply to the Provider’s services:

• a. On-page optimisation / Off-page optimisation: 960.00 euros per day
• b. Optional services and additional services: 120.00 euros per hour

(2) Billing is based on 15-minute increments, including partial periods.

(3) For billing purposes, the parties agree on a binding monthly budget (hereinafter: ‘monthly budget’) for the approximate costs of the services set out in clauses 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 is entitled, where applicable, to offset any unused budget against services in the following period or to offset services no longer covered by the respective monthly budget against the budget for the following month.

(4) At the start of each month, the Provider shall provide the Customer, in writing, with a breakdown of the specific measures implemented during the previous month, together with the budget spent or charged as a result. In the event that there is a significant surplus in favour of the Provider, the Provider shall be entitled to invoice the corresponding amount, provided that the resulting excess has been agreed with the Customer.

(5) All agreed prices are net prices and are subject to the applicable statutory value-added tax, currently 19 per cent.

(6) The Provider shall issue an invoice to the Customer on the 10th of each month for the costs incurred, with budgets for the current month and other charges for the previous month being calculated. If a payment deadline is not specified in the invoice, payment is due upon invoicing.

7. The customer’s obligations to cooperate

(1) The customer’s cooperation is an essential factor in the provider’s ability to deliver the services. The customer shall provide the provider with a reasonable level of support in the delivery of the contractual services.

(2) The customer shall appoint a contact person for the provider who is authorised and able to take all decisions arising within the scope of this contractual relationship and to communicate these to the provider.

(3) The customer shall provide the provider with the best possible support in selecting keywords and, in particular, shall supply comprehensive information on the websites’ target audience and potential search terms. The Customer is solely responsible for the selection of keywords. This includes, in particular, the obligation to check the keywords proposed by the Provider for their suitability. If the Customer does not object to the keywords proposed by the Provider in writing within 3 working days, these shall be deemed to have been approved.

(4) If the customer fails to fulfil, or fulfils only to an insufficient extent, their obligations under this contract, the provider shall be released from their obligations to perform for that period, insofar as the relevant services cannot be provided, or can only be provided at disproportionate expense, due to the failure to fulfil, or the insufficient fulfilment of, the obligations to cooperate. In addition to the agreed remuneration, the Customer shall be obliged to reimburse the Provider for all additional costs incurred as a result of a culpable breach of the obligations to cooperate, on the basis of the Provider’s current standard rates of remuneration. Any further claims by the Provider remain unaffected.

8. Compliance with legal requirements, rights of use and indemnity

(1) The Customer bears sole legal responsibility, in particular under telemedia, press, competition and trade mark law, for the content of the Customer’s website(s) and, where applicable, for any keywords, meta tags, etc. booked. The design and content of the website(s) remain the sole responsibility of the Customer. The client is obliged to carefully check and ensure that the content does not contravene statutory provisions and/or the rights of third parties.

(2) The Customer warrants that they are the owner of all rights necessary for the contractual use of the website, in particular that they hold the necessary copyright, licence, trade mark, neighbouring rights, personality rights and other rights, and that they may transfer these to the Provider for the purpose of fulfilling the contract, both in terms of time, geographically and in terms of content, to the extent necessary for the performance of the contract. The foregoing applies in particular to all processes relevant under data protection law.

(3) All copyright, neighbouring rights and other rights in the analyses, concepts, programming work and other deliverables created by the Provider and/or by third parties on the Provider’s behalf, and where applicable implemented, shall remain with the Provider. However, the Provider grants the Client a non-exclusive right to use the work products created for them to the extent necessary for the performance of the contract for SEO purposes.

(4) The parties shall keep each other informed of any legal disputes arising from search engine optimisation measures in connection with this contract and of any subsequent developments in such proceedings.

(5) If third parties assert claims against the Provider, alleging that the Customer’s website or its use by search engine operators or other users infringes statutory provisions and/or their rights, the Customer shall, upon first request, indemnify the Provider against all such third-party claims and reimburse the Provider for any additional costs and damages, in particular the costs of a reasonable legal defence. The customer is obliged, to the extent reasonably practicable, to assist the provider in its legal defence against the third parties by providing information and documentation.

9. Warranty

(1) The Provider shall act solely in an advisory and supportive capacity. In all other respects, the statutory provisions on warranty shall apply; claims by the customer against the Provider arising from poor performance or defects in the provision of services shall become time-barred six months after the claim arises and the customer becomes aware of it, or after the customer becomes aware of the circumstances giving rise to the claim through gross negligence or wilful ignorance.

(2) The Provider shall endeavour to ensure that the measures it takes comply with the guidelines of the relevant search engine. The parties are, however, aware that individual agreed search engine optimisation measures may contravene the guidelines of individual search engines and that this does not constitute a breach of contract on the part of the Provider. This applies in particular where the Customer has explicitly approved certain measures taken by the Provider in full knowledge of the guidelines.

10. Liability

(1) The Provider and/or its vicarious agents and/or legal representatives shall be liable for damages other than personal injury only in the event of wilful misconduct or gross negligence. Contractual and non-contractual liability on the part of the Provider for damage to property and financial loss, loss of profit and consequential damages arising from defects is excluded in cases of slight negligence, unless such liability relates to a breach of essential obligations (cardinal obligations). Cardinal obligations are those obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer may reasonably rely. In cases of slightly negligent breach of a cardinal obligation, liability shall be limited to the foreseeable damage typically arising in transactions of this kind, but shall not exceed the total value of orders placed in the last year prior to the event giving rise to the damage becoming known.

(2) In all other respects, liability is excluded; however, this exclusion of liability does not apply in the event of damage to a person’s life, body or health, nor does it apply to liability under the Product Liability Act.

(3) As a service provider, the Provider shall not be liable for any damage arising from technical faults or service disruptions on the part of the Provider or any third party. Nor shall the Provider be liable for any damage which the Customer could have prevented by taking reasonable measures, in particular by carrying out regular – at least daily – programme and data backups.

(4) Insofar as the Provider’s liability is limited, excluded or restricted, this shall also apply to the personal liability of the Provider’s employees, staff, representatives and vicarious agents.

11. Term/Termination

(1) Unless otherwise agreed, an SEO contract is entered into for an indefinite period and may be terminated with four weeks’ notice, effective at the end of the month.

(2) In the event of termination, the client shall settle any outstanding balance in favour of the provider, provided that an additional amount has been agreed with the client. If there is a balance in favour of the client, the provider is obliged to refund the excess amount paid. Payments must be made within 14 days of the termination of the contract. Upon termination of the contract, the Agency’s advisory obligations shall cease. However, the Agency must not take any action that would result in the removal of links pointing to the website.

(3) The right of the contracting parties to terminate the contract for good cause remains unaffected. In particular, a party shall be deemed to have good cause if the other party breaches material provisions of this contract and the breach is not remedied within two weeks of a written request to do so, provided that such a time limit or request is not, in exceptional circumstances, dispensable, taking into account the seriousness of the breach of duty or other circumstances.

12. Miscellaneous

(1) The Provider is permitted to use the fact that the Customer has commissioned the Provider for advertising purposes in an appropriate manner, and may, for this purpose, continue to use the Customer’s logos and similar material in reference lists, both online and offline, even after the contract has ended.

(2) Unless otherwise expressly agreed in writing, the Provider is permitted, during the term of the contract and thereafter, to accept and process orders from clients in the same or similar sectors. This also applies, in particular, to the optimisation for similar or identical search terms used by different clients.

13. Final provisions

(1) Should the contract contain any invalid provisions, this shall not affect the validity of the remainder of the contract.

(2) Services shall be provided exclusively on the basis of this contract. We hereby object in advance to the inclusion of any customer’s general terms and conditions that conflict with these agreements.

(3) Any ancillary agreements and amendments to the contract must be in writing to be legally valid.

(4) This contract shall be governed exclusively by German law.

(5) The place of jurisdiction for all disputes arising out of or in connection with this contract shall be Munich.

As at November 2022