TERMS

  1. Scope of application and definitions
    • The business relationship between Specht GmbH, Rathausstraße 6, 88212 Ravensburg (hereinafter referred to as "PROVIDER") and the recipient of the services (hereinafter referred to as "CUSTOMER", hereinafter also referred to collectively as the "PARTIES"), in particular with regard to contracts for services in the field of search engine optimization, online and performance marketing (hereinafter referred to as "Services"), shall be governed exclusively by these General Terms and Conditions.
    • The offer of the PROVIDER is aimed exclusively at entrepreneurs (§ 14 BGB) or traders.
    • Conflicting, deviating or supplementary general terms and conditions of the CUSTOMER shall not become part of the contract unless the PROVIDER expressly agrees to their validity. These General Terms and Conditions shall also apply if the PROVIDER performs services without reservation in the knowledge that the CUSTOMER's terms and conditions conflict with or deviate from these General Terms and Conditions.
    • The contractual basis results from the individual agreement between the PROVIDER and the CUSTOMER (e.g. in the form of an offer) and these terms and conditions.
    • The version of the PROVIDER's General Terms and Conditions valid prior to utilization of the services shall be authoritative.
    • The General Terms and Conditions shall also apply to all future service relationships between the PROVIDER and the CUSTOMER (in connection with the object of service offered) without the need for express inclusion.
    • Insofar as the generic masculine is used in the following provisions, this is solely for reasons of simplicity and does not imply any valuation.
  2. Conclusion of contract
    • The presentation of the services on the website, in social networks, in brochures or in advertisements does not constitute a binding offer by the PROVIDER to conclude a contract.
    • The contract between the PROVIDER and the CUSTOMER may be concluded by telephone (in particular by video or video chat and/or telephone), in text form (e.g. by e-mail) or in writing.
    • In the case of contracts concluded by telephone between the PROVIDER and the CUSTOMER, the CUSTOMER consents to the PROVIDER recording the telephone call and/or video conference with the CUSTOMER for evidence and documentation purposes.
    • The CUSTOMER expressly agrees not to disclose to third parties any login user names, passwords, materials and links to which the CUSTOMER gains access under this contract.
  3. Services
    • The specific scope of services shall result from the individual agreement between PROVIDER and CUSTOMER.
    • With regard to the contents of a service contract entered into with the PROVIDER, the PROVIDER has a right to determine performance in accordance with Section 315 BGB.
    • The PROVIDER is entitled to use the assistance of third parties, in particular subcontractors, to fulfill individual or all contractual obligations.
  4. Special provisions in the area of SEO, social media marketing and content creation
    • The content of the content (e.g. website texts, etc.) is generally agreed in advance by mutual consent (in writing, by telephone and/or by electronic communication). Irrespective of this, the final decision regarding the conceptual and creative implementation of the content lies with the PROVIDER.
    • Insofar as the CUSTOMER commissions the PROVIDER with activities via the account and on behalf of the CUSTOMER, the CUSTOMER shall grant the PROVIDER a corresponding power of attorney in this respect.
    • If content or design is changed by reworking and/or a correction loop, the transfer of rights only takes place with the final version of the work and its provision. Unedited material is not covered by the transfer of rights.
    • The CUSTOMER shall receive a simple right of use - unlimited in time and place - to use the content or designs created. The (commercial) transfer or sale by the CUSTOMER is not permitted. Any infringement will be prosecuted and may result in claims for damages.
  5. Special provisions for online and performance marketing services
    • Insofar as the CUSTOMER commissions the PROVIDER with activities via the account and on behalf of the CUSTOMER (e.g. the placement of online advertisements, postings), the CUSTOMER shall grant the PROVIDER a corresponding power of attorney in this respect.
    • The CUSTOMER shall determine the budget for the advertising costs incurred in addition to the remuneration. Unless expressly agreed otherwise, the advertising costs shall be invoiced directly between the CUSTOMER and the advertising platform. The CUSTOMER shall bear all advertising costs incurred.
    • The PARTIES agree that the PROVIDER expressly does not owe the CUSTOMER any specific quantitative and/or economic success (such as, but not limited to, a specific number of leads, employees or the like) in the provision of the agreed services.
    • Platforms (e.g. Facebook, LinkedIn, Instagram, etc.) may suspend advertising campaigns created by the PROVIDER for the CUSTOMER in individual cases without stating reasons. Platforms may also temporarily or permanently block accounts, advertising accounts and/or the CLIENT's business manager. The PROVIDER has no influence on this. The PROVIDER's claim to remuneration remains unaffected in this respect.
    • The CUSTOMER receives a - simple - right to use the campaigns, licenses and content (e.g. creatives, texts, image and video material) during the term of the contract. Any transfer and/or reproduction of the licenses or content is prohibited. Any violation will be prosecuted and may result in claims for damages.
    • The CUSTOMER grants the PROVIDER a worldwide, exclusive right of use, unlimited in terms of subject matter and time, to all conceivable types of use for advertising campaigns and their content. This also includes future types of use that were not yet known at the time the contract was concluded.
  6. Remuneration
    • The remuneration applicable at the time of conclusion of the contract in accordance with the offer shall apply to the services. If no remuneration has been agreed individually, the remuneration according to the applicable price list shall apply. If payment by installments has been agreed, the first installment shall be due immediately upon conclusion of the contract; unless otherwise agreed, further installments shall be due monthly in advance. All prices are exclusive of VAT.
    • If a set-up fee has been agreed, this will only be charged once, unless otherwise agreed. If the contract is extended, there is no further set-up fee.
    • The obligation to provide the contractually agreed remuneration in full shall also apply if the CUSTOMER instructs the PROVIDER to temporarily interrupt the services or if an interruption is necessary for other reasons, provided that the reasons are not due to the fault of the PROVIDER.
    • Unless otherwise agreed, the CUSTOMER is obliged to make advance payment. The agreed remuneration shall be due immediately upon invoicing and payable within 7 days.
    • If the CUSTOMER fails to perform a necessary act of cooperation and thereby prevents the PROVIDER from providing the service, the PROVIDER's claim to remuneration shall remain unaffected.
    • The CUSTOMER may only exercise or assert a right of set-off or a right of retention with legally established or undisputed claims.
  7. Default
    • Any deadlines for the provision of services by the PROVIDER shall in any case not commence before the agreed remuneration has been paid in full by the CLIENT and all necessary acts of cooperation by the CLIENT have been provided in full.
    • If the CUSTOMER is in arrears with payments due, the PROVIDER reserves the right not to perform further services until the payments due have been settled.
    • The PROVIDER is entitled to terminate the contract for good cause in accordance with Section 626 ( 1) BGB and to discontinue all services. Good cause exists in particular if the CLIENT is in arrears with at least two installments due to the PROVIDER for an agreed installment payment. The PROVIDER is entitled to claim the entire remuneration that would be due by the next ordinary termination date as compensation. In this case, however, the PROVIDER must take into account the expenses that it saves or fails to acquire.
  8. Other obligations of the PARTIES to perform the agreed services
    • All contractually agreed services shall only be provided by the PROVIDER from the time of conclusion of the contract or the individually agreed start of the contract term.
    • The CUSTOMER shall ensure that the PROVIDER has all the necessary information at all times that is required to achieve the best possible performance result. If the PROVIDER is prevented from providing the agreed services and the reasons for the impediment result from the CLIENT's sphere, the PROVIDER's claim to remuneration shall remain unaffected.
    • The CUSTOMER is responsible for all content and must ensure that the content is not encumbered by third-party rights and does not violate applicable law (in particular copyright, competition, trademark, criminal, youth protection, data protection law or similar). The PROVIDER is not obliged to check the content.
    • The PROVIDER shall be entitled to conduct all appointments with the CLIENT digitally (e.g. via Zoom, Teams, Skype, Teamviewer or similar), provided that the respective type of service provision does not necessarily require a presence on site (e.g. the execution of photo shoots or video shoots).
    • The CUSTOMER is independently responsible for ensuring that the technical requirements are met in order to be able to use the service in full. In the event of technical problems with the service provided, the CUSTOMER is also obliged to cooperate in solving the problem to the best of their ability.
  9. Contract term
    • The contract is concluded for the term agreed in accordance with the individual contractual agreement (initial term). Premature ordinary termination is excluded.
    • Unless explicitly agreed otherwise, the contract term begins with the start of the advertising campaigns, at the latest one month after conclusion of the contract. The due date of an agreed set-up fee remains unaffected by this.
    • Unless explicitly agreed otherwise, the contract term shall be extended by the agreed initial term if it is not terminated by one of the parties by email four weeks before the end of the initial term or the respective contract extension.
    • The right to extraordinary termination for good cause remains unaffected.
  10. Terms of payment
    • Payment is possible by direct debit, invoice, prepayment and CopeCart.
    • The CUSTOMER undertakes to provide the PROVIDER with a (SEPA) direct debit authorization immediately after conclusion of the contract, but no later than 7 days after conclusion of the contract. The PROVIDER is not responsible for any overdraft fees, overdraft charges or similar fees charged by the bank or credit card company.
  11. Liability for damages
    • The PROVIDER shall be liable, irrespective of the legal grounds, within the framework of the statutory provisions only in accordance with the following provisions.
    • The PROVIDER shall be liable without limitation for damages resulting from injury to life, limb or health caused by intent or negligence on the part of the PROVIDER or one of its legal representatives or vicarious agents. In addition, the PROVIDER shall be liable for damages caused by intent or gross negligence on the part of the PROVIDER or one of its legal representatives or vicarious agents as well as for damages due to non-compliance with a guarantee or warranted characteristic given by the PROVIDER or due to fraudulently concealed defects.
    • The PROVIDER shall be liable, limited to compensation for foreseeable damages typical of the contract, for such damages that are based on a slightly negligent breach of material contractual obligations by the PROVIDER or one of its legal representatives or vicarious agents. Essential contractual obligations are obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely.
  12. Data protection, confidentiality
    • The CUSTOMER is informed that the PROVIDER collects, processes and uses personal inventory and usage data in machine-readable form within the scope of the purpose of the contractual relationship. All personal data shall be treated confidentially.
    • The PARTIES undertake to treat as confidential any information or documents from the other party's sphere of responsibility that become known to them in the course of the performance of the contract and that are not in the public domain or generally accessible. This confidentiality obligation shall continue to apply even after termination of the contractual relationship.
  13. Acceptance
    • If the individually agreed services are subject to the law on contracts for work and services, the following provisions shall apply in this respect.
    • The PROVIDER may demand acceptance from the customer after completion of a partial service.
    • The (partial) services of the PROVIDER to be accepted by the customer shall also be deemed accepted if the customer does not declare acceptance of the corresponding (partial) service in writing within 7 working days at the request of the PROVIDER.
  14. Participation in workshops, seminars and events
    • If the service is provided as part of a workshop, seminar or event, the following provisions shall apply in addition:
    • The booking of workshops, seminars, events and the like (hereinafter "appointment") is binding.
    • If additional costs are incurred by the PROVIDER in connection with an agreed deadline due to a delay caused by the CLIENT (e.g. due to delays in the PROVIDER's work process), these shall be borne by the CLIENT.
    • In the event of a cancellation within four weeks before the agreed date, the CLIENT is obliged to reimburse the PROVIDER for the costs incurred, but at least 30% of the agreed remuneration. In the event of a cancellation within 7 days before the agreed date, the CLIENT is obliged to pay the agreed remuneration in full. However, the PROVIDER must allow credit for any expenses saved or not incurred.
  15. Copyright, trademark use
    • All content made available within the scope of the fulfillment of the contract is protected by copyright.
    • The transfer of rights is subject to the condition precedent that the CUSTOMER has fulfilled all remuneration obligations towards the PROVIDER.
    • The CUSTOMER grants the PROVIDER the right to use all trademarks, logos, names or other business marks of the CUSTOMER without restriction within the scope of the services to be provided. Deviations from this require a separate agreement.
    • The CUSTOMER shall grant the PROVIDER free of charge the simple right of use, unrestricted in terms of time, space and content, for the public reproduction, duplication and distribution of all created content and the content for the purpose of (own) advertising, in particular but not exclusively on the PROVIDER's website ("testimonial use").
    • The CUSTOMER shall indemnify the PROVIDER in full against any third-party claims for infringement of intellectual property and/or the use of terms, pages or content that are inadmissible and/or encumbered with third-party rights.
  16. Right of withdrawal

The PROVIDER concludes contracts exclusively with entrepreneurs within the meaning of § 14 BGB, so that there is no statutory right of withdrawal.

  1. Reference citation

The PROVIDER may name the CUSTOMER as a reference in any medium. This also includes the naming and use of any protected trademarks, designations or logos. The PROVIDER is not obliged to name the CUSTOMER.

  1. General provisions
    • The place of performance and exclusive place of jurisdiction for disputes with merchants, legal entities under public law or special funds under public law arising from contracts is Ravensburg.
    • The law of the Federal Republic of Germany shall apply exclusively to all disputes, irrespective of the legal grounds, to the exclusion of all provisions of the conflict of laws that refer to another legal system.
    • If necessary, any additional or alternative provisions to the Agreement agreed in writing by the PARTIES shall be deemed to form part of the Agreement from the date of signature.
    • Any invalidity of one or more provisions of these General Terms and Conditions shall not affect the validity of the remaining provisions of these General Terms and Conditions. The invalid clauses shall be replaced by those that come closest to the economic intention in a legally permissible manner. This also applies to the supplementary interpretation of the contract.
    • The PROVIDER reserves the right to amend these General Terms and Conditions at any time, unless the amendment is unreasonable for the CUSTOMER. The PROVIDER shall notify the CUSTOMER of this in good time. If the CUSTOMER does not object to the new General Terms and Conditions within a period of two weeks after notification, the amended General Terms and Conditions shall be deemed to have been accepted by the CUSTOMER.

Status: August 2022

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