§ 1.1 The subject of the contractual terms and conditions are the services agreed in the order form ("PR Services").
§ 1.2 Unless expressly agreed otherwise, the contractually agreed services of WOLF OF SEO LLC to check the legal conformity of the PR services, in particular with regard to trademark, copyright and competition law. The customer is responsible for the check. The customer bears the risk of the legal admissibility of an advertising measure.
§ 1.3 The parties agree that the Client has an interest in being mentioned positively in journalistic publications. It is part of the PR services to attempt to place the client in such journalistic publications ("placements"). WOLF OF SEO LLC points out that a promotional presentation of the client in the journalistic environment may be inadmissible in individual cases. WOLF OF SEO LLC is not obliged to check publications for infringements in this respect.
§ 1.4 Unless expressly agreed otherwise, WOLF OF SEO LLC merely provides services and does not owe any particular success of the PR services. In particular, WOLF OF SEO LLC does not owe specific rankings, but will only attempt to achieve them. However, the parties may expressly agree in the order form to achieve a certain number of placements.
§2.1 The parties shall work together in a trusting, cooperative and goal-oriented manner.
§2.2 The parties shall inform each other without delay of all material circumstances affecting the performance of the contract.
§ 2.3 WOLF OF SEO LLC is entitled to use subcontractors and partners to provide the service. WOLF OF SEO LLC is not obliged to disclose their identity. Deviating data protection regulations are not affected by this.
§3.1 The customer shall provide WOLF OF SEO LLC with the information, data, content and documents ("customer materials") required for the fulfillment of the contract without delay and shall also perform all other necessary acts of cooperation. The client shall bear all expenses associated with the provision of cooperation services.
§ 3.2 If the client fails to comply with a required act of cooperation, or fails to do so on time or sufficiently, WOLF OF SEO LLC shall be released from providing the service that depends on the corresponding act of cooperation until the act of cooperation has been provided in full. WOLF OF SEO LLC is not responsible for the resulting delay. This shall also apply to any further delay after the act of cooperation has been completed, which is due to the fact that WOLF OF SEO LLC had to dispose of personnel or material resources elsewhere due to the delay. The client shall bear the additional expenses incurred as a result of the delay and compensate WOLF OF SEO LLC for any damages, unless the client is not responsible for the delay.
3.3 Insofar as the parties have agreed certain placements in one month and these cannot be carried out in one month because the client does not comply with the necessary acts of cooperation, WOLF OF SEO LLC is not obliged to make up for the placement in another month, but the client must still pay the agreed remuneration. If a specific number of placements has been agreed for the term of the contract, within a year or another specific period that exceeds one month, and if an act of cooperation not performed by the client means that placements cannot be made within a calendar month, the number of placements to be made shall be reduced proportionately and the client shall remain obliged to pay the remuneration in full (example: if 12 placements have been agreed within 12 months and the client refuses to perform the required acts of cooperation for one calendar month, the number of placements for the 12 months shall be reduced to 11 placements). If the customer repeatedly fails to cooperate in a timely manner for a shorter period of time, WOLF OF SEO LLC shall also be entitled to reduce the number of placements appropriately at its reasonable discretion. The provision in §3.3 also applies accordingly to other services that are to be provided within certain periods of time.
§4.1 WOLF OF SEO LLC may submit advertising measures & data studies to the client in draft form for approval. This also applies to placements insofar as WOLF OF SEO LLC suggests the content of an article to the publishing medium without obligation. In this case, the client is obliged to carefully check the advertising measure for accuracy. The client shall declare approval within 72 hours.
§4.2 Once the advertising measure or placement has been approved, the customer cannot demand a correction, recall or omission from WOLF OF SEO LLC. WOLF OF SEO LLC will nevertheless endeavor to carry out the requested action if possible.
§4.3 In the event of a delay in release, the regulations under §3.2, §3.3 and, in the case of placings, the regulation under §5.3 apply.
§5.1 Insofar as WOLF OF SEO LLC attempts to achieve placements within the scope of PR services, the parties agree that WOLF OF SEO LLC has no influence on the publication and the specific content design, nor does it take actions that constitute an influence on editorial freedom. In the case of editorial content, the responsible journalists and/or companies have the authority to decide on the type and scope.
§5.2 If a specific number of placements has been bindingly agreed in an individual case, there is no entitlement to specific placements in specific media due to the journalistic freedom of the media, over which WOLF OF SEO LLC has no influence. WOLF OF SEO LLC shall only be liable for achieving the number of placements to the extent that failure to achieve this affects the agreed remuneration. Any further liability for the number of placements is excluded.
§5.3 Insofar as WOLF OF SEO LLC offers a placement on an agreed topic or a topic specified in the order form in a medium that belongs to the agreed target media or, insofar as these are only agreed as examples in the order form, in target media that are comparable to these, and the client refuses publication or does not provide the necessary cooperation, e.g. by not granting approval, the placement shall be deemed to have been made.
§6.1 Unless otherwise agreed in writing, WOLF OF SEO LLC irrevocably grants the client a simple, non-transferable right of use limited to the duration of the contract to the work created by WOLF OF SEO LLC, irrespective of whether it is subject to a property right ("work results"). The customer is only entitled to make all reproductions necessary for the intended use of the work results. The customer shall not be entitled to any further use, in particular multiple use, processing and sublicensing.
§6.2 At the request of WOLF OF SEO LLC, the client must provide information in text form about the type and scope of use of the work results.
§6.3 The client shall grant WOLF OF SEO LLC all rights of use to the client materials required to provide the PR services, in particular the right to reproduce, distribute, edit, make publicly available, broadcast and sublicense. The customer warrants that it is authorized and able to grant these rights to the customer materials. Furthermore, the customer warrants that the customer materials and all other information made available do not infringe the rights of third parties (in particular also not the general right of personality, data protection or competition law regulations). The customer shall indemnify WOLF OF SEO LLC against claims by third parties who assert that their rights have been infringed by the use of the customer materials by WOLF OF SEO LLC.
§7.1 The term agreed in the order form and any provisions on ordinary termination set out therein shall apply.
§7.2 If a fixed term is agreed in the order form, prior ordinary termination is only possible if this has been expressly agreed.
§7.3 If neither a fixed term nor provisions for ordinary termination have been agreed in the order form, the contract may be terminated with three months' notice to the end of the quarter.
§7.4 The right to extraordinary termination for good cause remains unaffected.
§7.5 Notice of termination must be given in writing.
§8.1 The remuneration agreed in the order form shall apply. If no remuneration is agreed there for all or individual activities, an hourly rate of EUR 250.00 plus VAT shall apply.
§8.2 Unless otherwise agreed, invoices for services to be invoiced monthly are due at the end of the calendar month in which the service was provided.
§8.3 In the event that a monthly fee for a certain number of placements is agreed in the order form, the following shall apply: Should WOLF OF SEO LLC achieve fewer than the agreed number of placements in a month (the time of publication is decisive), without this being due to a lack of or delayed cooperation by the client, WOLF OF SEO LLC will invoice the services for this month, but at a reduced rate. The reduction of the amount is based on the targeted tier level of the publication. If the missing number of placements from one month is reached in a subsequent month, payment will be due retrospectively. If the end of the contract is reached and the total number of placements has not been reached, the remuneration is due, but is to be reduced proportionately. If missing placements are due to the customer's failure to cooperate or late cooperation, the provision under §3.3 shall apply.
§8.4 If a number of placements has been agreed for the entire term of the contract and this number is not reached, the remuneration shall be reduced proportionately. The customer shall not be entitled to any further claims. If the lack of placements is due to the customer's failure to cooperate or late cooperation, the provision under §3.3 shall apply.
§8.5 If the customer requests a pause in the placements, this shall only lead to a suspension of the remuneration if both parties have agreed this in text form.
§8.6 Unless expressly agreed otherwise, WOLF OF SEO LLC is not obliged to provide activity and/or time records. At the written request of the client, WOLF OF SEO LLC shall provide such evidence and invoice the work separately at the hourly rate specified in §8.1.
§8.7 WOLF OF SEO LLC may charge the client for expenses incurred and required by WOLF OF SEO LLC in the course of providing PR services, against proof. This also includes the costs of travel (1st class rail travel, flight: economy, hotel, maximum four stars, and cab rides) and third-party costs for the use of photographers, graphic designers, web designers, printers, clipping services as well as advertisements and online advertising.
§8.8 Invoices shall be issued by e-mail by sending a PDF document. Invoices are sent to the e-mail address specified in the order form.
§8.9 Objections to the invoice must be raised in text form within a period of one month from receipt of the invoice. Once this period has expired, the invoice shall be deemed to have been approved by the client. WOLF OF SEO LLC shall draw the customer's attention to the significance of their behavior when sending the invoice.
§8.10 The customer shall be in default at the latest if he does not make payment within 10 days of the due date and receipt of the invoice. If the customer is a merchant, the commercial maturity interest (§ 353 HGB) remains unaffected.
§9.1 The liability of WOLF OF SEO LLC for payment of damages and reimbursement of expenses is excluded, unless otherwise regulated in the following provisions.
§9.2 The exclusion of liability does not apply to damages caused by culpable breach of a material contractual obligation in a manner that jeopardizes the achievement of the purpose of the contract. Essential contractual obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely. However, liability is limited to the damage typical for the contract, the occurrence of which each contracting party had to expect based on the circumstances known to it at the time. With regard to this typical contractual damage, the liability of WOLF OF SEO LLC for property damage and any resulting further financial losses is limited to an amount of EUR 10,000.00 per claim.
§9.3 Furthermore, the exclusion of liability does not apply to damages resulting from injury to life, limb or health that are based on a negligent breach of duty by WOLF OF SEO LLC, or to damages that are based on an intentional or grossly negligent breach of duty by WOLF OF SEO LLC.
§9.4 Insofar as the liability of WOLF OF SEO LLC is excluded or limited, this also applies to the liability of its legal representatives, employees and vicarious agents.
§9.5 If WOLF OF SEO LLC has given a guarantee, the content of this guarantee is not affected by the above limitation of liability.
§9.6 Any liability arising from the Product Liability Act remains unaffected.
§9.7 In particular, WOLF OF SEO LLC is not liable for damages if these are based on a binding instruction from the customer or are based on an action taken by the customer without consultation with WOLF OF SEO LLC.
§10.1 Neither party shall be liable for damages caused by external events that have no operational or personal connection and cannot be averted even with the utmost reasonable care, in particular strikes, lawful lockouts, special weather conditions, power failures, traffic disruptions, fire damage, epidemics and pandemics (in particular COVID-19), changes in the law and official decrees as well as operational disruptions or supply difficulties, unless they are the fault of the respective party ("force majeure").
§10.2 In cases of force majeure, the affected party shall be released from the obligation to perform for the period in which it is prevented from performing by the force majeure and shall not be entitled to any consideration. The affected party shall notify the other party of the occurrence and cessation of force majeure and shall use its best efforts to minimize the effects.
All claims arising from and in connection with this contract against WOLF OF SEO LLC and/or its legal representatives, employees and vicarious agents, in particular claims for defects, claims for damages or claims for reimbursement of expenses, shall lapse after one year, irrespective of whether they are contractual or statutory claims. The commencement of the limitation period shall be governed by the statutory provisions. The limitation period shall not apply in cases of (i) intent, (ii) gross negligence, (iii) breach of a material obligation under 9.2, (iv) personal injury, (v) liability under the Product Liability Act, (vi) fraudulent concealment of a defect and (vii) defects to which Section 438 (2) No. 1 a) BGB applies. Any right of the customer to rectification of defects shall remain unaffected during the term of this contract.
§12.1 Each party shall maintain secrecy about all confidential information disclosed to it by the other party and subject it to confidentiality measures. Confidential information is all information which one party ("disclosing party") discloses to the other party ("receiving party") within the scope of the (pre-)contractual cooperation or of which the receiving party has gained knowledge in another way and which is either marked as confidential or, in the case of oral transmission, confirmed as confidential in text form within two weeks.
§12.2 The parties are entitled to disclose confidential information to employees and subcontractors insofar as they are subject to confidentiality obligations that are essentially equivalent to the obligations set out in this contract.
§12.3 Confidential Information under 12.1 does not include information of which the receiving party proves that
§12.3.1 it is or becomes generally known or readily accessible to persons in the circles that normally deal with this type of information;
§12.3.2 the disclosing party has waived its protection in writing;
§12.3.3 it has obtained the information by means other than through cooperation with the disclosing party, without being subject to a duty of confidentiality;
§12.3.4 it has developed the information independently of the disclosing party's confidential information;
§12.3.5 it has obtained the information by observing, examining, disassembling or testing a product or item that has been made publicly available.
§12.4 In the event of disclosure due to an official or judicial order or a legal obligation, the other party shall be informed prior to disclosure, insofar and as soon as permissible. The parties shall assist each other in preventing disclosure to the extent legally possible.
§12.5 WOLF OF SEO LLC is entitled to name the customer as a reference customer and to use the logo or other symbols for this purpose. The client may object to the designation in text form at any time.
§12.6 Further obligations under data protection law remain unaffected.
§12.7 This confidentiality obligation shall apply for the term of this contract and for a further three years. Legal or contractual obligations to delete or return data earlier or to keep data permanently secret remain unaffected.
The parties undertake to comply with the respective applicable provisions of data protection law. Should the conclusion of a contract pursuant to Art. 28 DSGVO be required in individual cases, the parties undertake to conclude such a contract.
§14.1 The customer is not entitled to transfer the contract or rights arising from it to third parties without the written consent of WOLF OF SEO LLC. The customer is prohibited from assigning or pledging claims arising from the contract to third parties, unless the customer has a legitimate interest in doing so.
§14.2 The customer may only offset claims that are undisputed or have been legally established. The same applies to the assertion of a right of retention by the customer.
§14.3 Amendments to the contract must be made in writing. This also applies to the amendment of this written form requirement.
§14.4 Should a provision of the contract be or become invalid, this shall not affect the validity of the remainder of the contract. The invalid provision shall be replaced by a provision that comes as close as possible to the invalid economic provision. This also applies in the event of a gap in the contract.
§14.5 German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
§14.6 If the customer is a merchant within the meaning of the German Commercial Code or a special fund under public law, the place of jurisdiction is Berlin-center.
§14.7 Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract unless their validity is expressly agreed in writing.
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