GENERAL TERMS AND CONDITIONS (GTC)
SEOGUIDELINE LTD
1. GENERAL, SCOPE OF APPLICATION
1.1 SEOGUIDELINE (hereinafter: SEOGUIDELINE LTD) provides its services exclusively on the basis of these General Terms and Conditions (GTC). This also applies to all future transactions between the contracting parties, even if the GTC have not been expressly agreed again.
1.2 SEOGUIDELINE LTD does not recognize any terms and conditions of the Client that conflict with or deviate from these GTC. This also applies if SEOGUIDELINE LTD performs services without reservation in the knowledge of conflicting or deviating GTC of the Client.
2. CONTRACTUAL BASIS
2.1 Offers from SEOGUIDELINE LTD are non-binding, unless otherwise stated in the order confirmation.
2.2 Offers are made on the basis of the information provided by the client on the IT system used by him. The client shall bear the sole risk for service disruptions resulting from deviating software or hardware requirements.
2.3 Any use or reproduction, even partial, of concepts, designs, strategies or other work provided to SEOGUIDELINE LTD with the aim of concluding a contract requires the prior written consent of SEOGUIDELINE LTD. This also applies to modified or edited versions and to concepts based on SEOGUIDELINE LTD’s ideas, unless it can be proven that these were developed by the Client.
2.4 After completion of the order and the transfer of the order service to the Client’s area of disposal, the Client is obliged to accept it in writing within 5 working days, provided that the order service complies with the contractually owed specifications and the Client does not identify any defects that significantly reduce the value or suitability for the usual or contractually stipulated use. Other defects must be reported to SEOGUIDELINE LTD immediately and will be rectified by SEOGUIDELINE LTD at short notice. If acceptance does not take place within 5 working days for reasons for which the Client is responsible, the contractual service shall be deemed to have been accepted without defects upon use by the Client.
3. PRICES, TERMS OF PAYMENT
3.1 Orders for which fixed prices have not been expressly agreed shall be invoiced in accordance with the SEOGUIDELINE LTD price list valid on the day the order is placed. Incidental costs and other costs incurred during order processing will be invoiced according to the actual costs incurred.
3.2 Unless otherwise agreed, SEOGUIDELINE LTD is entitled to invoice an advance payment of 50% of the expected or agreed total price upon conclusion of the contract and the remaining 50% after acceptance.
3.3 The invoice amount is due for payment within 10 working days of receipt of the invoice. The statutory regulations on the consequences of late payment shall apply. If the Client is in default of payment, SEOGUIDELINE LTD is entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate per year (§ 288 BGB) and reminder fees of € 5.00 per reminder.
3.4 In the absence of other individual contractual agreements, the agreed prices are net prices to which the statutory taxes due on the day of invoicing are added.
3.5 The Client may only offset claims by SEOGUIDELINE LTD against uncontested or legally established claims.
3.6 The deduction of a cash discount requires a separate written agreement.
4. SERVICE PROVISION
4.1 SEOGUIDELINE LTD works for the Client in the fields of online marketing and e-business. The individual service owed results exclusively from the order confirmation. Additional agreements and changes require written confirmation by SEOGUIDELINE LTD.
4.2 The performance times specified by SEOGUIDELINE LTD are non-binding. However, SEOGUIDELINE LTD is liable in accordance with the statutory provisions, insofar as the underlying contract is a fixed transaction within the meaning of § 286 para. 2 no. 4 BGB. In this case, compliance with the performance times presupposes that the client fulfills his obligations to cooperate.
4.3 If the Client is in default of acceptance or otherwise culpably violates its obligations to cooperate, SEOGUIDELINE LTD shall be entitled to demand compensation for any damages incurred in this respect, including any additional expenses. Further claims remain reserved.
4.4 If SEOGUIDELINE LTD is in default with the service owed, SEOGUIDELINE LTD shall be liable in accordance with the provisions set out in § 6. The Client is only entitled to withdraw from the contract if SEOGUIDELINE LTD does not comply with a reasonable grace period set by the Client, which must be at least two weeks.
4.5 If the Client terminates the contract prematurely without good cause, SEOGUIDELINE LTD’s claim to the agreed remuneration shall remain in force. Services already rendered shall be remunerated in full, services not rendered shall be charged at 50% of the agreed fee.
4.6 Use of licenses & third-party accounts
4.6.1 If SEOGUIDELINE LTD provides software, plugins or third-party licenses (e.g. Enfold theme, tracking software, API access) as part of the order, ownership of these licenses remains with SEOGUIDELINE LTD.
4.6.2 The use of these licenses by the client is only permitted for the duration of the contractual cooperation. After termination of the cooperation or expiry of the agreed period, the right of use shall expire unless an individual written agreement has been made.
4.6.3 SEOGUIDELINE LTD is entitled to deactivate or withdraw all licenses, third-party access or API keys provided by it after expiry of the term or termination of the cooperation.
4.7 Removal of logins & system accesses
4.7.1 After termination of the collaboration, the Client is obliged to remove all logins, passwords and user accounts that SEOGUIDELINE LTD has provided or that exist in the Client’s systems within 7 days.
4.7.2 Unauthorized use of SEOGUIDELINE LTD accounts, licenses or access after termination of the cooperation is prohibited and may result in legal action and claims for damages.
4.8 Contractual penalties & damages for unauthorized use
4.8.1 Should the Client continue to access or use the licenses, accounts or accesses provided without the consent of SEOGUIDELINE LTD after the end of the collaboration, SEOGUIDELINE LTD is entitled to claim a contractual penalty of €2,500 per violation. Further claims for damages remain unaffected.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Upon full payment of the remuneration due, the client shall acquire the exclusive right, unlimited in terms of time, content and territory, to use and process the commissioned service within the scope of transferability under German law to the defined extent in his company.
5.2 Upon full payment of the remuneration due, the client acquires the non-exclusive right, unrestricted in terms of time, content and territory, to use and process the software components (HTML, JavaScript, software applications) produced as part of the contractual service to the defined extent in his company.
The release of source code or technical documentation is excluded unless this has been expressly agreed in writing.
5.3 If SEOGUIDELINE LTD grants the Client a right of use before full payment of the remuneration due, this is freely revocable at any time.
5.4 SEOGUIDELINE LTD is not obliged to hand over to the Client the source code of those elements of the commissioned service programmed by it where this cannot be read or reconstructed from the commissioned service itself.
5.5 SEOGUIDELINE LTD is not liable for copyright, patent, trademark, utility model, design and other legal protectability of the commissioned service.
5.6 Backlink obligation and copyright identification
5.6.1 The Client undertakes to provide a visible, do-follow backlink to the website of SEOGUIDELINE LTD (https://www.seoguideline.de) both in the imprint and in the footer of the website created or maintained by SEOGUIDELINE LTD. The link may not be provided with a nofollow attribute and must be indexable by search engines without technical or legal restrictions.
5.6.2 This obligation also applies to all custom programming, software applications or design drafts created by SEOGUIDELINE LTD that go beyond standard solutions. If the Client wishes to remove or change the copyright marking, this requires a separate written agreement and may be associated with additional costs.
5.6.3 If the client removes or changes the obligatory backlink or the copyright notice without the prior consent of SEOGUIDELINE LTD, SEOGUIDELINE LTD is entitled to claim a contractual penalty of €2,500 per violation. The assertion of further claims for damages remains unaffected by this.
6. LIABILITY
6.1 In the event of defective contractual performance, SEOGUIDELINE LTD is entitled, at its own discretion, to remedy the defect or provide a replacement. SEOGUIDELINE LTD shall remedy the defect free of charge or provide the Client with a replacement free of charge. In the event of rectification of the defect, SEOGUIDELINE LTD is obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs. Any additional expenses shall be invoiced according to the actual expenditure.
6.2 The Client must notify SEOGUIDELINE LTD of obvious defects that are readily apparent to the average Client by registered letter within 5 working days of the transfer of the commissioned service. Other defects must be reported by the Client to SEOGUIDELINE LTD by registered letter within 5 working days of discovery.
6.3 Claims for defects are excluded if the client does not report the defect in good time or the defect is only insignificant, i.e. in particular does not have a significant effect on the agreed use.
6.4 The Client may set SEOGUIDELINE LTD a reasonable deadline to rectify the defect. If the rectification of defects fails within this period, the Client may, at his discretion, withdraw from the contract or reduce the order remuneration appropriately.
6.5 The limitation period for claims for defects is 12 months and begins on the date of acceptance.
6.6 SEOGUIDELINE LTD shall be liable in accordance with the statutory provisions if the Client asserts claims for damages based on intent or gross negligence, including intent and gross negligence on the part of SEOGUIDELINE LTD’s representatives and vicarious agents or on a culpable breach of a material contractual obligation. Insofar as SEOGUIDELINE LTD is not accused of intentional breach of contract, liability is limited to the foreseeable, typically occurring damage.
6.7 Any further liability for damages is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage in accordance with § 823 BGB. Liability for intentional acts remains unaffected by this.
6.8 The limitation according to 6.7 shall also apply if the client demands compensation for useless expenses instead of a claim for damages in lieu of performance.
6.9 Insofar as SEOGUIDELINE LTD’s liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of SEOGUIDELINE LTD’s employees, representatives and vicarious agents.
7. PLACE OF JURISDICTION, PLACE OF PERFORMANCE, APPLICABLE LAW
7.1 If the Client is a merchant, the place of business of SEOGUIDELINE LTD is the place of jurisdiction. However, SEOGUIDELINE LTD is entitled to sue the Client at its place of business.
7.2 Unless otherwise stated in the order confirmation, the place of performance is the registered office of SEOGUIDELINE LTD.
7.3 The law of the Republic of Cyprus shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
