Section 1 Supplier, scope of
(1) The Supplier of these General Terms and Conditions (GTC) is Dept Digital Marketing GmbH, Friedenstraße 91a, 10249 Berlin (hereinafter also: “Supplier”). They apply to all contractual relationships on the Supplier’s provision of services to customers. The validity of the customer’s particular terms and conditions of purchase or other General Terms and Conditions is expressly rejected by the Supplier.
Section 2 Object of contractual relationships
The Supplier particularly offers customers the following services, which are specified for the purpose of founding and executing a contractual relationship via a respective offer:
(1) Search engine optimization (SEO):
Search engine optimization refers to the basic improvement in the visibility of the customer’s Internet sites on Internet search engines through suitable optimization measures on the customer’s Internet page (on-page), and also through suitable optimization measures on third-party Internet pages (off-page). The specific scope of the services to be performed by the Supplier in the individual case comes from the particular order description.
a. The customer is itself responsible for implementing the proposed on-page optimization measures.
Outreach refers to the targeted identification and addressing of suitable Internet sites on which it is useful to place a link to the customer’s Internet site in order to optimize its web presence. Insofar as the customer commissions the Supplier to provide link marketing, the scope of the services owed by the Supplier is determined by the respective order description.
(3) Search engine advertising (SEA):
Search engine advertising refers to devising one or more campaigns, depending on the agreed scope of service, to carry out advertising in Internet search engines, to develop corresponding lists with positive and negative so-called keywords, to create suitable advertisements, to advise in connection with such advertising campaigns, and to monitor and report on the success of the campaigns. The parts of the service order by the customer are the object of the respective order description.
(4) Content marketing:
Content marketing within the meaning of these General Terms and Conditions and the contractual relationship refers to devising a strategy to create relevant website content for the customer’s Internet page, to create such content in terms of graphics, text, video, music, information, or other content which is capable of improving the customer’s Internet offer for its customers. Insofar as the customer commissions the Supplier to carry out content marketing measures, the individual services owed by the Supplier are part of the respective order description.
(5) Marketing intelligence:
Marketing intelligence refers to the aggregation of the relevant marketing data and evaluation of these for subsequent optimization or use. The specific scope of services to be performed by the Supplier in the individual case results from the respective order description.
(6) Social media advertising:
Social media advertising refers to devising one or more campaigns, depending on the agreed scope of service, the optimization, and adaptation of these campaigns, to create suitable advertisements, to the advice in connection with such advertising campaigns, and to monitor and report on the success of the campaigns. The parts of the service order by the customer are the object of the respective order description.
(7) YouTube advertising:
YouTube advertising refers to devising one or more campaigns on the YouTube channel, depending on the agreed scope of service, the optimization and adaptation of these campaigns, to create suitable advertisements, to advise in connection with such advertising campaigns, and to monitor and report on the success of the campaigns. The parts of the service order by the customer are the object of the respective order description.
(8) Native advertising: Native advertising refers to the embedding of the Supplier high-quality content in the editorial environments of publishers and the reporting and monitoring of campaign success. The service components commissioned by the Supplier are the subject matter of the respective order description.
Section 3 Formation of customer relationships
(1) Insofar as there is no express arrangement to the contrary between the Supplier and the customer, the particular contractual relationship is formed when the customer signs a written offer from the Supplier, which specifies the particular object of the order. The Supplier shall confirm the conclusion of the contract to the customer within a period of five (5) working days in written or electronic form.
Section 4 The customer’s duties to cooperate
(1) The customer has obligated to provide the Supplier with all information, access data, data files, and other items or rights necessary to execute the respective contractual relationship. Depending on the object of the Supplier’s assignment, it can particularly be necessary for the Supplier to receive access to the customer’s software systems, Supplier accounts, and so-called tools.
(2) If the customer does not comply with its duties to co-operate within a reasonable time period, the Supplier is freed from its obligation to provide the service. The Supplier’s entitlement to payment is not affected by this.
Section 5 The customer’s responsibilities
(1) The customer is responsible for operating its Internet site within its own remit; the Supplier particularly does not assume responsibility for hosting, administration, development of the Internet page itself, or certain functionalities of this. It is also the customer’s responsibility to protect its Internet site against attacks from third parties (e.g. hackers, DDoS). The Supplier will itself ensure that any access data to the Internet site or certain tools provided to it are protected against access by third parties. The Supplier is not under any further obligation with respect to the operation of the Internet site.
Section 6 Contract term, termination, default
(1) Contracts between the Supplier and the customer are concluded in accordance with the previous mutual agreement for the time period specified in the respective offer. During this time period, it is not possible to terminate ordinarily, apart from any agreed special rights of termination (e.g. after expressly agreed test phases).
(2) If a contractual relationship is not terminated with a notice period of four (4) weeks to the end of the particular contractual term, it is automatically extended by the respective agreed contractual term.
(3) If the Supplier and the customer enter into a contractual relationship with an indefinite term, it can be terminated by both parties with a notice period of four (4) weeks to the end of the month.
(4) The right to extraordinary termination with a good cause is unaffected.
(5) Any termination must be in text format in order to be effective.
(6) If a party defaults in the performance of their liabilities during the term of a contractual relationship, the other party is to point this out to it. In the event of a default, the parties are entitled to demand flat-rate default damages of 0.5% of the net payment agreed for the contractual relationship (excluding VAT) unless the party in default demonstrates that the other party incurred little or no loss.
Section 7 Terms of payment
(1) The payment owed to the Supplier is determined by the respective contractual relationship concluded between the parties. It is due for payment within fourteen (14) days after an invoice from the Supplier. The customer falls into default at the end of the payment period granted to it without the Supplier being required to send a separate warning.
(2) After an invoice from the Supplier, the customer is obligated to assume the Supplier’s travel costs incurred as part of the collaboration.
(3) In the event of default, the Supplier is entitled to demand the flat-rate default damages within the meaning of Clause 7 of these General Terms and Conditions. In the event of default of payment, the Supplier is further entitled to cease to provide the services it owes until full settlement of its claims.
(4) The customer is only entitled to rights of set-off and retention against the payment owed to the Supplier insofar as these are undisputed or established by law.
Section 8 Guarantee for defects
(1) The contractual relationship and the defect guarantee rights to which the customer is entitled are determined – unless a provision of specific contractual performance is expressly agreed between the parties – according to the law for service contracts. Otherwise, the Supplier’s liability is limited according to Clause 9 of these General Terms and Conditions.
Section 9 The Supplier’s liability
(1) The Supplier is normally liable with regard to the provision of its service obligations in accordance with the statutory provisions: the Supplier’s liability is, however, limited to circumstances where there is intent or gross negligence. In the event of simple negligence, the Supplier is only liable insofar as:
a. injury to life, limb, or health is suffered; or
b. loss arises from the breach of one of the Supplier’s contractual duties which are so significant that it is a prerequisite for the proper execution of the contractual relationship in the first place (so-called cardinal duty).
(2) The Supplier’s liability for the customer’s financial losses is limited to a total of twice the payment agreed between the Supplier and customer for the particular contractual relationship.
Section 10 Data protection provisions
(1) Insofar as the Supplier collects, processes, or uses personal data in executing the contractual relationship, this
is always done in accordance with the applicable data protection provisions of the Federal Republic of Germany. The Supplier will at no time use personal data collected in this respect to an extent going beyond that which is necessary to execute the contractual relationship.
(2) Should the Supplier process the personal data of a third party on behalf of the customer in executing a contract, the parties will conclude a separate contract on the execution of contract data processing.
Section 11 Final provisions
(1) The legal relationship between the Supplier and the customer is exclusively subject to the law of the Federal Republic of Germany, excluding UN sales law.
(2) Should one of the provisions of these General Terms and Conditions be or become invalid and/or unenforceable, the remaining provisions shall not be affected. The parties are obligated to replace the invalid and/or unenforceable provision with a valid or enforceable one which comes as close as possible, in good faith, to the commercial purpose intended by the parties.
(3) The place of jurisdiction for disputes from and in connection with a contractual relationship or its execution is Berlin (District Court of Berlin).
As of: 14/02/2019