General Terms and Conditions

Status: March 01, 2023

Contractor: goeke.digital, Göke Frerichs, Kirchstr. 7, 61462 Koenigstein i. Ts.

Customers: Entrepreneurs, merchants, legal entities under public law, or special funds under public law within the meaning of these GTC. Contracts with consumers are not concluded.

Part 1. General Provisions

1.1 Scope

1.1.1 These General Terms and Conditions apply to all services provided by the contractor to its clients. These include, in particular, strategic digital consulting, smart digital creative services, workshops, sprints, retainers, website and shop projects, SEO, SEA, content creation, conversion optimization, tracking, reporting, automation, AI-supported workflows, and related technical and conceptual services.

1.1.2 The specific scope of services is defined in the respective offer, service description, project order, order confirmation, statement of work, requirements specification, service level agreement, retainer contract, or any other individual agreement in text form.

1.1.3 Deviating, conflicting, or supplementary terms and conditions of the customer shall not become part of the contract, unless the contractor expressly agrees to their validity in writing.

1.1.4 Individual agreements shall take precedence over these GTC. Service descriptions, offers, project plans, approvals, and email agreements confirmed in writing shall take precedence over these GTC to the extent that they regulate the same subject matter more specifically or differently.

1.1.5 The contractor does not conclude contracts with consumers or private individuals. If a customer nevertheless places an order as a consumer or conceals their consumer status, the contractor is entitled to reject the contract or withdraw from the contract.

1.2 Subject Matter of the Contract and Types of Services

1.2.1 The contractor provides services or contract work as agreed. Consultations, strategy work, workshops, analyses, sparring sessions, campaign support, SEO, SEA, content, retainer, and optimization services are generally services, unless a specific contractually agreed success has been expressly agreed upon.

1.2.2 Contract work is particularly present when a specific, acceptable work result is owed, for example, a website, landing page, technical implementation, a concept paper, an audit document, a campaign structure, a template, an automation, or another specifically described work.

1.2.3 Statements on goals, potentials, hypotheses, benchmarks, forecasts, growth opportunities, rankings, leads, revenues, conversion rates, ROAS, CPA, visibility, AI-visibility, AEO/GEO results or other business figures do not constitute a guarantee unless a specific success has been expressly assured in writing.

1.2.4 The contractor owes no legal, tax, financial, medical, or investment advice. Legal checks, particularly regarding the imprint, data protection, competition law, trademark law, medicinal products advertising law, professional law, accessibility, consumer law, price indication law, AI regulation, or other special legal requirements, are not owed unless they are expressly agreed upon as coordination with qualified third parties.

1.2.5 The contractor can provide strategic advice on legally relevant topics, insofar as this is necessary from a marketing perspective. Such advice does not replace an examination by lawyers, data protection officers, tax advisors, or other professionally responsible bodies.

1.3 Conclusion of Contract

1.3.1 Offers from the contractor are non-binding unless expressly stated as binding. A contract is concluded when the customer accepts an offer, receives an order confirmation, places an order, makes a payment, or the contractor begins performance with the customer's consent.

1.3.2 The contractor is entitled to refuse to accept an order without stating reasons, particularly if the order does not fit the contractor's positioning, capacity, professional orientation, or risk assessment.

1.3.3 There are no verbal side agreements. Amendments, supplements, and approvals shall be made in text form for evidentiary purposes, particularly by e-mail, project management system, or documented approval.

1.4 Customer's Duty to Cooperate

1.4.1 The client shall provide all information, data, content, contact persons, access, approvals, materials, logos, corporate design specifications, legal texts, product information, tracking data, business data, and other resources required for the provision of services completely, correctly, on time, and in a suitable format.

1.4.2 The client is responsible for the accuracy, completeness, legality, and usability of the content and data provided by them. This applies in particular to texts, images, videos, audio, logos, brands, product details, price information, performance promises, customer data, health data, technical data sheets, claims, testimonials, and case studies.

1.4.3 The customer assures that the content provided by the customer does not infringe any third-party rights and does not violate applicable law. The customer indemnifies the contractor against third-party claims based on content, data, instructions, or materials provided or approved by the customer.

1.4.4 The customer shall name a contact person with decision-making authority. Approvals, feedback, and decisions from this contact person shall be considered binding.

1.4.5 Delays, additional expenses, quality reductions, or schedule changes resulting from incomplete, late, or erroneous customer cooperation shall not be borne by the contractor. The contractor is entitled to charge for additional expenses incurred as a result at the agreed or usual hourly rate.

1.4.6 If the client does not provide content on time, the contractor may, at their discretion, proceed with placeholders, assumptions, stock material, AI-generated drafts, market-standard hypotheses, or existing data. The client remains obligated to technically and legally review and approve these drafts before publication.

1.5 Communication, Project Management, and Approvals

1.5.1 Communication shall primarily take place via email, video conference, telephone, project management system, or other agreed-upon channels. Messenger communication may be used as a supplement but does not replace structured project approval if the contractor requires it.

1.5.2 Project dates and schedules are only binding if they have been explicitly confirmed as binding. Dates will be postponed accordingly if the client fails to meet their cooperation obligations or if third parties, platforms, providers, advertising networks, or software vendors cause delays.

1.5.3 Customer approvals can be made in text form, via click approval, project management system, email, or by publication or productive use. Publication or use of a work result is considered approval and acceptance, provided acceptance is required.

1.5.4 Correction requests must be communicated specifically, bundled, and comprehensibly. General statements such as "I don't like it", "please make it more modern", or "please make it better" do not justify a claim for additional work free of charge without specific defect identification.

1.6 Subcontractors, Partners, and Third-Party Providers

1.6.1 The contractor is entitled to use subcontractors, freelancers, technical service providers, platforms, software providers, hosting providers, AI tools, analysis tools, automation services, designers, developers, copywriters, photographers, or other vicarious agents for the performance of services.

1.6.2 The contractor remains the contractual partner of the customer, unless a deviating direct commission between the customer and a third party takes place.

1.6.3 Third-party services, software, platforms, licenses, hosting, domains, advertising budgets, stock material, fonts, plugins, AI tools, interfaces, APIs, payment providers, newsletter services, CRM systems, and other external costs are not included in the contractor's remuneration, unless expressly included.

1.6.4 The contractor is not liable for the availability, price changes, functional changes, suspensions, policy changes, API changes, account actions, data loss, or technical disruptions of third-party providers, as far as these are not attributable to the contractor.

1.7 Access, Accounts, Security, and Responsibility

1.7.1 The client is generally the owner of the accounts, domains, hosting packages, advertising accounts, analytics accounts, social media accounts, newsletter accounts, CRM systems, and other platform accesses used for their company, unless otherwise agreed.

1.7.2 The customer must keep access data secure, enable multi-factor authentication and grant the contractor only the rights necessary for the service. The customer is responsible for adjusting, revoking or rotating accesses after the end of the cooperation.

1.7.3 The contractor may not accept or store passwords in plain text, provided secure alternatives are practicable. If passwords are nevertheless transmitted by the customer, this is done at the customer's risk, unless the contractor acts intentionally or with gross negligence.

1.7.4 The contractor is not liable for damages resulting from insecure passwords, lack of multi-factor authentication, compromised customer systems, outdated software, missing updates, missing backups or insufficient security processes of the customer.

1.8 Data Protection, Order Processing, and Data Responsibility

1.8.1 The parties shall comply with the applicable data protection regulations in each case. To the extent that the contractor processes personal data on behalf of the customer, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR before the commencement of the respective processing.

1.8.2 The customer remains the controller for the lawfulness of the processing of personal data, insofar as they determine the purposes and means of the processing. This applies in particular to customer data, lead data, tracking data, newsletter data, CRM data, applicant data, health data, employee data, and other personal data.

1.8.3 The customer is responsible for providing the necessary legal bases, consents, information duties, data protection notices, cookie and consent processes, contracts with third-party providers, deletion concepts, and internal data protection processes, or having them legally reviewed.

1.8.4 The Contractor shall provide technical and organizational support to the Customer regarding data protection requirements within the scope of the agreed services. A legal assessment of data protection compliance is not owed.

1.8.5 If special categories of personal data pursuant to Art. 9 GDPR, employee data, health data, applicant data, or other particularly sensitive data are to be processed, the Customer must explicitly notify the Contractor in advance. The Contractor may refuse the processing of such data or make it conditional upon additional agreements, security measures, and audits.

1.8.6 When using third-party providers outside the EU or the EEA, the Customer is responsible for the data protection evaluation and approval, provided that the Customer specifies these providers or approves their use. The Contractor will address identifiable risks where possible, but does not owe any legal review.

1.9 Confidentiality

1.9.1 The parties undertake to treat confidential information of the respective other party as strictly confidential and to use it only for the execution of the contract.

1.9.2 Confidential information includes in particular trade secrets, strategies, customer data, project documents, access data, internal figures, technical information, concepts, unpublished content, prices, offers, roadmaps, and other information not publicly known.

1.9.3 The obligation of confidentiality does not apply to information that is publicly known, becomes publicly known without breach of duty, was lawfully obtained from third parties, or must be disclosed due to legal, judicial, or regulatory obligations.

1.9.4 The obligation of confidentiality shall apply for an unlimited period beyond the termination of the contract.

Part 2. Strategy consulting, SDC method, workshops, and retainers

2.1 Smart Digital Creative services and SDC method

2.1.1 The Contractor offers strategic, creative, and digital services under goeke.digital in accordance with the Smart Digital Creative approach. These include analysis, strategy, conception, implementation, automation, optimization, reporting, and sparring.

2.1.2 The SDC method may consist in particular of a strategy phase, design and implementation phase, as well as a conversion and optimization phase. The exact composition depends on the respective order.

2.1.3 Insofar as the Contractor prepares recommendations, roadmaps, hypotheses, priorities, action plans, audits, or concepts, these are based on the information provided by the Customer, available data, professional experience, and an assessment at the time the service is rendered.

2.1.4 Strategic recommendations are the basis for decision-making. The economic, organizational, and legal decision regarding implementation, budget, prioritization, and risk rests with the Customer.

2.2 SDC Discovery Sprint, Strategy Days, and Audits

2.2.1 SDC Discovery Sprints, strategy days, workshops, audits, and similar formats serve for the analysis, structuring, prioritization, and development of digital measures. They can take place online, on-site, or in a hybrid format.

2.2.2 The specific output is defined in the offer. Possible results include analysis reports, priority lists, roadmaps, action plans, funnel sketches, SEO/SEA assessments, content recommendations, tool architectures, automation approaches, or decision-making documents.

2.2.3 A sprint or strategy day does not warrant complete implementation, a finished system, or a specific economic success, unless expressly agreed otherwise.

2.2.4 Preparation materials, questionnaires, access data, data exports, analytics access, and other information must be provided by the customer in a timely manner. If this is not done, the contractor may work with assumptions, existing information, or a reduced depth.

2.2.5 Rescheduling of appointments by the customer is possible free of charge up to 14 calendar days before the appointment, unless otherwise agreed. In the event of a later cancellation or rescheduling, the contractor may charge reasonable cancellation fees. Preparation, travel, booking or third-party costs already incurred must be reimbursed in any case.

2.3 Strategy consulting, sparring, external CMO, and AI manager

2.3.1 Consulting, sparring, external CMO and AI manager services are services. The contractor owes professional advice, analysis, prioritization, and support, but not a specific market success, revenue, lead volume, ranking, efficiency gain, or other economic success.

2.3.2 The contractor can develop recommendations for action, decision-making bases, process proposals, tool recommendations, organizational measures, communication strategies, or implementation plans. The final decision and responsibility for implementation and operational effects remain with the customer.

2.3.3 If decisions are prepared at the level of management, strategy, human resources, budget, technology, data protection, compliance, or organization, the contractor acts as a professional sparring partner. This does not establish an executive body position, management, power of attorney, legal representation, or compliance guarantee.

2.4 Retainers, ongoing support and contingencies

2.4.1 Retainer contracts serve for ongoing strategic, operational, or technical support. Content, quota, billing cycle, term, notice period, priorities, and reporting result from the individual agreement.

2.4.2 Unless otherwise agreed, retainers are to be paid monthly in advance. Unused time or service quotas expire at the end of the month unless carryover was explicitly agreed.

2.4.3 Retainers do not establish permanent on-call duty, 24/7 availability, guaranteed response times, or any obligation to process requests outside of normal business hours, unless explicitly agreed otherwise.

2.4.4 Priorities within a retainer are set based on the contractor's professional assessment and in coordination with the client. If the client changes priorities, deadlines, or requirements, the processing of other tasks may be delayed.

2.4.5 Additional services outside the agreed retainer will be charged separately based on time and effort or by quotation.

2.5 Workshops, Training, and Enablement

2.5.1 Workshops, training, and enablement services serve the purpose of knowledge transfer, structuring, capability building, and the collaborative development of solutions. A specific learning, implementation, or business success for the client is not guaranteed.

2.5.2 Records, presentations, worksheets, templates, prompts, checklists, SOPs, and other documents may only be used for the customer's own internal purposes, unless otherwise agreed.

2.5.3 Passing them on, publication, reproduction, training of third parties, use for the customer's own commercial products, or use as a basis for competing offers is not permitted without the explicit consent of the contractor.

Part 3. Online Presences, Technology, Automation and AI Systems

3.1 Websites, Landing Pages and Shops

3.1.1 The subject matter of website, landing page, and shop projects is the development, expansion, or optimization of digital presences in accordance with the respective agreement.

3.1.2 Unless otherwise agreed, implementation will be handled in an agile manner. The customer may express requests during the project, provided these are covered by the agreed scope of services. Extensions, new functions, additional pages, additional templates, special logic, integrations, and unagreed adjustments must be remunerated separately.

3.1.3 The contractor is not obligated to surrender source code, raw files, development documentation, internal working files, prompt histories, drafts, intermediate stages, system architectures, or other working bases, unless this has been expressly agreed.

3.1.4 Unless otherwise agreed, websites are optimized for the respective current versions of Chrome, Safari, Firefox, and Edge. Pixel-perfect matching across all devices, operating systems, browsers, and screen sizes is not owed.

3.1.5 Accessibility according to BFSG, WCAG, or other standards is only owed if explicitly agreed upon. The same applies to performance target values, Core Web Vitals, special security certifications, penetration tests, load tests, or technical documentation.

3.1.6 After acceptance, the customer is responsible for operation, maintenance, updates, backups, security, content, and legal currency, unless a maintenance or operations contract has been agreed upon.

3.2 Hosting, Domains, E-Mail and Technical Infrastructure

3.2.1 Hosting, domain, email, and server services are only owed if explicitly agreed upon. The contractor may act in an advisory, mediating, administrative, or technical support capacity in this regard.

3.2.2 Insofar as contracts with hosters, domain registrars, email providers, or other infrastructure providers run in the customer's name, the customer is the sole contractual partner of these providers and is responsible for their costs, contractual terms, renewals, and terminations.

3.2.3 The Contractor is not liable for outages, data loss, delivery problems, blacklisting, security incidents, blocks, or performance disruptions by providers, unless these are the responsibility of the Contractor.

3.3 Maintenance, Care, and Technical Operation

3.3.1 Maintenance and support are only owed if a corresponding maintenance contract has been agreed. The scope results from the individual agreement.

3.3.2 Maintenance can include, in particular, updates, technical control, backup control, security measures, minor bug fixes, monitoring, plugin checks, or system maintenance.

3.3.3 Maintenance does not automatically include new functions, design changes, content maintenance, SEO work, tracking adjustments, legal updates of the imprint and privacy policy, accessibility checks, malware removal, recovery after hacking, performance optimization, or emergency support, unless this has been agreed.

3.3.4 The Contractor shall not be liable for damages caused by unauthorized modifications by the Customer, third parties, or providers, by outdated software, missing updates, insecure access credentials, incompatible plugins, external interfaces, or malware, unless the Contractor is responsible for these circumstances.

3.4 Automations, Interfaces, Workflows and Agentic Systems

3.4.1 The Contractor may design, implement, or optimize automations, interfaces, workflows, CRM processes, lead routing systems, email automations, reporting systems, AI-supported assistance systems, chatbots, voice agents, or other digital process systems.

3.4.2 Automations must be tested and approved by the Customer prior to productive use. The Customer is obligated to provide test data, test cases, edge cases, fallback processes, and technical verification criteria.

3.4.3 The contractor does not owe error-free functionality under all conceivable circumstances, in particular not in the event of API changes, provider errors, rate limits, data quality problems, incorrect inputs, unpredictable user actions, or changes to third-party platforms.

3.4.4 For automated processes with external impact, such as customer communication, applicant communication, appointment booking, sending offers, lead scoring, payment processes, or publishing content, the customer remains responsible for professional, legal, and organizational control.

3.4.5 The contractor may refuse the use of automated processes or make it dependent on additional approvals, test phases, security measures, monitoring, human control, or legal review if increased risks exist.

3.5 Use of Artificial Intelligence

3.5.1 The Contractor is entitled to use AI systems, language models, image generators, video tools, audio tools, research tools, coding assistants, automation agents, classifiers, analysis tools or similar technologies within the scope of service provision.

3.5.2 AI systems may be used in particular for research, structuring, idea development, text drafts, image drafts, code drafts, data analysis, classification, summarization, process design, variant generation, quality assurance, testing or automation.

3.5.3 The Contractor will review AI results for plausibility within the scope of the agreed services and edit them editorially, strategically, or technically as needed. No complete guarantee is assumed for the correctness, completeness, absence of third-party rights, factual freedom from errors, technical freedom from errors, or regulatory compliance of AI outputs, unless expressly agreed otherwise.

3.5.4 The customer is obliged to review and approve AI-generated work results from a technical, legal, and organizational perspective before publication, productive use, or disclosure. This applies in particular to product information, medical content, legal content, financial content, technical specifications, personal content, claims, testimonials, and competition-relevant statements.

3.5.5 If the customer provides confidential information, personal data, trade secrets, customer data, or other sensitive information for processing, they are responsible for the legality of this processing. The contractor will only use such data within the scope of the agreed purposes.

3.5.6 The contractor is not obliged to disclose prompts, system instructions, internal workflows, model configurations, intermediate results, chain-of-thought, internal review notes, or other working bases, unless this has been expressly agreed.

3.5.7 High-risk AI applications, automated decisions with legal or similarly significant effect, profiling, employee evaluation, applicant selection, credit scoring, medical evaluation, biometric applications or other regulated areas of use shall only be implemented following a separate agreement, risk assessment and legal approval by the customer.

3.5.8 Insofar as statutory marking, transparency, documentation or information obligations exist for AI-generated or AI-assisted content, compliance with them is a joint task in accordance with the respective responsibilities. The customer is responsible for compliance with industry-specific and publication-related obligations, provided that they approve the content, purpose and publication.

3.6 Beta, Test and Pilot Projects

3.6.1 To the extent that services are designated as MVP, pilot, test, prototype, beta, proof of concept, or experiment, the contractor does not owe a production-ready, permanent, or fully scalable solution.

3.6.2 Such services serve to validate hypotheses, processes, technical possibilities, or market opportunities. Productive use is at the customer's risk, unless a production-ready implementation has been explicitly agreed upon.

3.6.3 The customer is obligated to adequately test, secure, and approve pilot and test systems prior to external exposure, publication, or productive use.

Part 4. Content, Digital Products, and Rights

4.1 Texts, Copywriting, and Editorial Content

4.1.1 Upon agreement, the contractor creates texts, website copy, blog articles, landing page copy, advertisements, email sequences, social media posts, white papers, concepts, presentations, scripts, prompts, SOPs, checklists, case studies, and other content.

4.1.2 Unless otherwise agreed, the customer receives two correction loops for text services capable of acceptance. Modifications beyond this, new information, strategy changes, tonal shifts, or structural realignments shall be remunerated separately.

4.1.3 The customer is obligated to review technical statements, figures, sources, product specifications, legal statements, industry data, testimonials, claims, and publication risks prior to approval.

4.1.4 If the customer approves content or publishes it themselves, this shall be deemed acceptance.

4.2 Design, Image, Video, Audio and Brand Material

4.2.1 Design, image, video, and audio services are provided in accordance with the respective agreement. This may include layouts, graphics, ad motifs, social assets, presentations, mockups, AI image drafts, video scripts, avatar content, or other media.

4.2.2 The customer ensures that provided portraits, logos, brands, music, fonts, templates, corporate design documents, testimonials, and other materials may be used legally.

4.2.3 Stock material, fonts, templates, icons, music, video footage, AI tools, and other third-party licenses are subject to the respective provider's license terms. The customer is obligated to comply with these terms to the extent that the licenses are transferred to them or provided for their use.

4.2.4 The editing of open files, final artwork, source materials, raw data, Figma files, PSD files, project files, or other editable working files is only owed if this has been explicitly agreed upon.

4.3 Digital Products, Templates, Prompts, Checklists, and Learning Materials

4.3.1 Insofar as the contractor provides digital products, templates, prompts, playbooks, SOPs, checklists, courses, webinar recordings, or other digital resources, the customer receives a simple, non-exclusive, non-transferable right of use for their own internal business purposes.

4.3.2 Any transfer, sublicensing, publication, reproduction, rental, sale, use in own products, use for third-party training, use in competing offerings, or use as a white-label basis is prohibited without the express consent of the contractor.

4.3.3 Digital products are general working aids. They do not replace individual consulting, legal review, or professional assessment of the specific individual case.

4.3.4 For digital products, the contractor may use technical protective measures, watermarks, license notices, or access restrictions.

4.4 Rights of use to work results

4.4.1 Rights of use to work results shall only be granted after full payment of the agreed remuneration.

4.4.2 Unless otherwise agreed, the customer receives a non-exclusive, spatially and temporally unlimited right of use for their own business purposes.

4.4.3 Exclusive rights of use, editing rights, transfer rights, source code rights, raw data rights, white-label rights, resale rights, or rights to use in own products shall only be granted if expressly agreed.

4.4.4 Prior to full payment, the use of the work results is permitted only on a revocable basis. In the event of payment default, the contractor may prohibit further use, provided that this does not conflict with mandatory statutory provisions.

4.4.5 Pre-existing methods, frameworks, templates, prompts, SOPs, code snippets, libraries, know-how, systems, process models, checklists, and working methods of the contractor remain with the contractor. The client only receives the rights of use necessary for the agreed purpose.

4.5 Self-Promotion, References, and Copyright Attribution

4.5.1 The contractor is entitled to advertise the business relationship and work results as a reference in an appropriate manner after the completion or publication of a project, provided that no legitimate confidentiality interests of the client oppose this.

4.5.2 The contractor may use the name, logo, project description, screenshots, scope of services, and publicly visible results as a reference, provided that the client does not object for substantive reasons.

4.5.3 The contractor is entitled to refer to themselves in an appropriate form in the footer, imprint, or source code of created websites, unless otherwise agreed.

Part 5. Marketing, SEO, SEA, Tracking, and Reporting

5.1 SEO, GEO, AEO and Visibility Optimization

5.1.1 The contractor offers services for search engine optimization, local visibility, Google Business Profile optimization, content optimization, technical SEO, GEO, AEO, AI-visibility, semantic optimization, and other visibility measures.

5.1.2 SEO, GEO, and AEO services are services. The contractor owes the professional execution of the agreed-upon measures, but not specific rankings, snippets, AI citations, indexing, visitor numbers, leads, or sales.

5.1.3 Search engines, AI systems, answer engines, platforms, and directories independently change algorithms, guidelines, representations, and outputs. The contractor is not liable for such changes and their effects.

5.1.4 The client is responsible for the technical accuracy, legal permissibility, and industry-specific admissibility of the content published or approved within the scope of SEO, GEO, or AEO measures.

5.2 SEA, paid ads, and campaign management

5.2.1 The Contractor shall support the Client in the conception, setup, optimization, management, and evaluation of advertising campaigns, in particular Google Ads, Microsoft Ads, Meta Ads, LinkedIn Ads, or other advertising platforms.

5.2.2 Paid ads services are services. A specific result, in particular specific leads, revenues, costs per lead, costs per click, conversion rates, ROAS, or approvals by platforms, is not owed unless expressly guaranteed.

5.2.3 Advertising budgets, platform costs, click costs, tool costs, agency account fees, payment provider fees, and other external costs are not included in the Contractor's remuneration unless otherwise agreed.

5.2.4 The Client is responsible for the legal admissibility, professional correctness, trademark rights, competition law, professional regulations, advertising guidelines, pricing, product promises, and claims of the advertised offers.

5.2.5 The Contractor may reject, pause, or adjust campaigns, ads, keywords, or target audiences if recognizable legal, technical, ethical, reputational, or platform-related risks exist.

5.3 Tracking, Analytics, Tag Management, and Consent

5.3.1 The Contractor can design or implement tracking, analytics, tag management, conversion tracking, UTM, server-side tracking, dashboard, and reporting solutions.

5.3.2 The Contractor does not owe any legal review of the data protection compliance of tracking, consent, cookies, pixels, server-side tracking, CRM matching, offline conversions, or similar procedures, unless expressly agreed otherwise.

5.3.3 The Customer is responsible for consent mechanisms, privacy notices, legal bases, consent texts, data processing agreements, joint controllership, vendor reviews, and deletion periods.

5.3.4 Tracking data may be incomplete or inaccurate due to browsers, consent behavior, ad blockers, platform changes, privacy features, attribution models, sampling, interface errors, or technical circumstances. The contractor assumes no guarantee for complete or precisely measurable data.

5.4 Reporting, Dashboards, and Data Quality

5.4.1 Reports and dashboards serve for evaluation and decision support. They are based on available data sources and their quality.

5.4.2 The contractor is not liable for erroneous evaluations based on incomplete, faulty, delayed, or altered data sources, provided the contractor is not responsible for these circumstances.

5.4.3 Historical data, forecasts, trends, and projections are not a guarantee of future results.

5.5 Email Marketing, CRM, and Lead Processes

5.5.1 The contractor can support the client with email marketing, newsletter systems, CRM processes, lead magnets, funnel logic, automations, segmentation, and follow-up processes.

5.5.2 The customer is responsible for the legality of recipient lists, consents, double opt-in processes, imprint details, unsubscribe links, privacy notices, obligations to provide proof, and advertising law requirements.

5.5.3 Deliverability, open rates, clicks, leads, responses, and revenue depend on numerous factors and are not guaranteed.

Part 6. Remuneration, Terms, Acceptance, Liability, and Final Provisions

6.1 Prices, remuneration, and external costs

6.1.1 The remuneration results from the respective offer or individual agreement. All prices are net plus statutory value-added tax, provided that value-added tax applies.

6.1.2 Unless a flat rate has been agreed, billing is based on time and effort on the basis of the agreed hourly rates, daily rates, or other remuneration rates.

6.1.3 The contractor may demand reasonable advances, installment payments, or prepayments. For larger projects, milestone payments can be agreed upon or determined by the contractor.

6.1.4 External costs, travel expenses, disbursements, stock materials, licenses, tools, software, hosting, domains, advertising budgets, printing costs, shipping costs and other outlays are to be reimbursed additionally, provided they are not expressly included in the remuneration.

6.1.5 Invoices are due for payment within 7 calendar days from the invoice date without deduction, unless a different payment term has been agreed upon.

6.2 Default of Payment and Rights of Retention

6.2.2 Statutory default interest, reminder fees and further damages for delay remain reserved.

6.2.2 Statutory default interest, reminder fees and further damages for delay remain reserved.

6.2.3 A right of retention by the customer only exists for undisputed or legally established counterclaims.

6.3 Modifications, additional services, and change requests

6.3.1 Services outside the agreed scope are to be remunerated separately. This applies in particular to additional pages, functions, correction loops, meetings, strategy changes, new target groups, additional campaigns, special technical cases, new tools, additional integrations, data cleansing and subsequent structural changes.

6.3.2 Where possible, the contractor will point out to the client if requirements are expected to lead to additional effort. If such a notification is omitted, the claim for remuneration for services objectively additionally commissioned or required shall remain unaffected, provided that the additional effort was recognizable to the client or was initiated by them.

6.4 Acceptance

6.4.1 Insofar as work services have been agreed, the contractor shall request the client to accept them upon completion.

6.4.2 The customer must inspect the work within 14 calendar days of the request for acceptance. If the customer does not comment within this period or does not refuse acceptance due to specifically named material defects, the work shall be deemed accepted.

6.4.3 Immaterial defects do not entitle the customer to refuse acceptance. The contractor is entitled to remedy immaterial defects as part of subsequent performance.

6.4.4 If the customer uses or publishes the work productively, this shall be deemed acceptance.

6.5 Defects and Warranty

6.5.1 The statutory warranty rights apply to work services unless these GTC provide otherwise.

6.5.2 The customer must report defects immediately, specifically, and comprehensibly. Merely expressing general dissatisfaction does not constitute a notice of defects.

6.5.3 The choice of the type of subsequent performance lies with the contractor. In particular, the contractor may correct, rework, provide workarounds, or create an alternative equivalent solution.

6.5.4 The limitation period for claims for defects is one year from acceptance, unless mandatory statutory provisions conflict. This reduction does not apply to intent, gross negligence, injury to life, body or health, or where statutory liability is mandatory.

6.6 Termination and Terms

6.6.1 Terms and notice periods result from the respective individual agreement. If there is no regulation, ongoing service and retainer contracts can be terminated with a notice period of 4 weeks to the end of the month.

6.6.2 Project contracts for work and services can be terminated in accordance with statutory provisions. Services already rendered, reserved capacities, external costs and expenses incurred must be remunerated or reimbursed.

6.6.3 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of a serious breach of contract, default in payment, refused cooperation, unlawful project content, abuse of services, or unreasonable continuation of the cooperation.

6.7 Liability

6.7.1 The contractor shall be liable without limitation in cases of intent and gross negligence, in the event of injury to life, limb, or health, pursuant to the Product Liability Act, upon assumption of a guarantee, and in other cases of mandatory statutory liability.

6.7.2 In the event of simple negligence, the contractor shall only be liable for the breach of essential contractual obligations. Essential contractual obligations are obligations whose fulfillment is a prerequisite for the proper execution of the contract and upon whose compliance the customer may regularly rely. In this case, liability is limited to the typical, foreseeable damage under the contract.

6.7.3 Otherwise, liability is excluded.

6.7.4 The contractor shall not be liable for lost profits, missed savings, indirect damages, consequential damages, reputational damage, data loss, platform suspensions, advertising account suspensions, loss of ranking, third-party failures, or failure to achieve economic targets, unless mandatory liability applies.

6.7.5 For data loss, the contractor is only liable to the extent that would have occurred even if the customer had performed proper and regular data backups.

6.7.6 The liability provisions also apply to the benefit of employees, vicarious agents, subcontractors, and legal representatives of the contractor.

6.8 Indemnification

6.8.1 The customer shall indemnify the contractor against all third-party claims based on content, data, materials, keywords, advertisements, statements, products, offers, processes, or legal violations provided, initiated, or approved by the customer.

6.8.2 The indemnification includes reasonable legal defense costs, including court and attorney fees, provided the contractor is not responsible for the claim.

6.9 Force Majeure and Disruptions Beyond Control

6.9.1 The contractor is not liable for delays or performance hindrances due to force majeure, labor disputes, illness, power outages, internet outages, third-party provider failures, cyber attacks, official measures, platform changes, API failures, or other events beyond their control.

6.9.2 Performance deadlines shall be extended appropriately by the duration of the disruption plus a reasonable restart period.

6.10 Final Provisions

6.10.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

6.10.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law, or has no general jurisdiction in Germany, the place of jurisdiction shall be the registered office of the contractor. Mandatory statutory jurisdictions remain unaffected.

6.10.3 The contractor is entitled to amend these GTC for objectively justified reasons with effect for the future, in particular in the event of changes in the legal situation, case law, market conditions, technical framework conditions, ranges of services or corporate strategy. Existing customers will be informed of changes in text form. If the customer does not object within the notified period, the changes shall be deemed accepted, provided that the contractor has drawn attention to this legal consequence.

6.10.4 Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of the invalid provision.