(1) The customer commissions the Agency with the comprehensive monthly performance in the field of Search engine optimization.
Communication consulting and support for the client's company.
This agreement constitutes a framework agreement. Specific communication measures are to be defined on the basis of a separate,
written order of the customer.
(2) The parties agree that WOLF OF SEO, unless expressly agreed otherwise, provides mere services and does not owe a particular success of the SEO services. In particular, WOLF OF SEO does not owe specific ranking improvements, but will only try to achieve them. It is not part of the contractually agreed services of WOLF OF SEO to check the legal conformity of the services provided, primarily with regard to trademark, copyright and competition law. The customer is responsible for the examination. The risk of the legal admissibility of an advertising measure shall be borne by the client.
(3) The parties work together in a trusting, cooperative and goal-oriented manner.
The parties shall inform each other without undue delay of all material circumstances affecting the performance of the contract.
(4) The Client shall provide WOLF OF SEO with the information, data, content and documents ("Client Materials") required for the performance of the contract without delay and shall also otherwise perform all necessary acts of cooperation.
The customer shall bear all expenses associated with the provision of cooperation services.
(5) If the customer does not comply with a required act of cooperation, or does not comply with it in a timely manner or sufficiently, WOLF OF SEO shall be exempt from providing the service that depends on the corresponding act of cooperation until the act of cooperation is fully provided. WOLF OF SEO shall not be responsible for the resulting delay. This shall also apply to any further delay after the act of cooperation has been completed, which is based on the fact that WOLF OF SEO had to make other arrangements for personnel or material resources due to the delay. The customer has to bear the additional expenses caused by the delay and to compensate WOLF OF SEO for any damage, unless the customer is not responsible for the delay.
(6) WOLF OF SEO shall be entitled to use subcontractors and partners for the provision of the service. WOLF OF SEO shall not be obliged to disclose their identity. Deviating provisions of data protection law shall not be affected thereby.
The Customer is obligated to provide the Agency with the data essential for the provision of services pursuant to § 2,
to provide product information and templates free of third party rights on the agreed date.
The Client shall notify the Agency in a timely manner whether it grants approval with respect to a Proposal so that the
workflow of the agency is not impaired.
If the Client gives approval for a text proposal made by the Agency, this shall at the same time be deemed to be a
Approval of the cost estimate associated with the agency's proposal, if applicable.
After completion, the customer shall be obliged to accept the service rendered, provided that the service does not contain any essential
has defects.
If a written offer is submitted and approved by the customer, the remuneration shall be made in accordance with
the offer.
Other measures, which go beyond the scope of the offer, are remunerated separately at an hourly rate of 120.00 euros.
Reimbursement for expenses incurred by the agency shall only be made after prior approval by the customer.
Travel expenses will be charged to the customer upon his prior written consent.
The agency grants the client to ideas, drafts, texts, concepts, designs and work results simple
spatially and temporally unlimited right of use, unless otherwise agreed. The further transfer of the
right to third parties requires the written consent of the agency.
The rights of use shall not pass to the customer until the remuneration has been paid in full.
The Agency shall inform the Customer about any restrictions of the copyright.
The agency reserves the right to make use of its right to name the author.
The Agency shall be entitled - even in the event of transfer of exclusive rights of use to the Customer - to use the results of work
in the context of their own advertising free of charge, mentioning the customer's name, even after the end of the contract, in
all media including the Internet, social media and in the context of competitions and presentations.
(1) WOLF OF SEO's liability for payment of damages and reimbursement of expenses is excluded, unless otherwise provided for in the following provisions.
(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.
(3) Material contractual obligations are obligations the fulfillment of which is a prerequisite for the proper performance of the contract and compliance with which the contractual partner regularly relies on and may rely on. However, the liability is limited to the damage typical for this type of contract, the occurrence of which each contractual party had to expect based on the circumstances known to it at that time. With regard to this contract-typical damage, the liability of WOLF OF SEO for property damage and further financial losses resulting therefrom shall be limited to an amount of EUR 10,000.00 per case of damage.
(4) Furthermore, the exclusion of liability shall not apply to damages resulting from injury to life, body or health caused by a negligent breach of duty by WOLF OF SEO or to damages caused by an intentional or grossly negligent breach of duty by WOLF OF SEO.
(5) Insofar as the liability of WOLF OF SEO is excluded or limited, this shall also apply to the liability of its legal representatives, employees and vicarious agents.
(6) Furthermore, the agency does not undertake its own legal review of the services it provides.
(7) Insofar as defects in a service provided by the Agency can be remedied, the Agency shall only be liable for damages for these defects if the Customer has notified the Agency in writing of the defects complained of and the Agency has not remedied the defects within ten working days.
(8) Any liability under the Product Liability Act shall remain unaffected.
(9) In particular, WOLF OF SEO shall not be liable for damages if they are based on an obligatory instruction of the customer or if they are based on an action of the customer that was taken without consultation with WOLF OF SEO.
(1) All claims arising from and in connection with this contract against WOLF OF SEO and/or its legal representatives, employees and vicarious agents, in particular claims for defects, claims for damages or claims for reimbursement of expenses, shall become statute-barred after one year, regardless of whether they are contractual or statutory claims.
(2) 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, (iv) personal injury, (v) liability under the German Product Liability Act, (vi) fraudulent concealment of a defect and (vii) defects to which Section 438 (2) no. 1 a) of the German Civil Code applies. Any right of the Customer to rectification of defects shall remain unaffected during the term of this contract.
(1) The Agency shall treat all business transactions and documents of the Customer coming to its knowledge as strictly confidential and shall maintain secrecy.
(2) Confidential information is all information which one party ("disclosing party") discloses to the other party ("receiving party") in the course of the (pre-)contractual cooperation or of which the receiving party has otherwise become aware and which is either marked as confidential or, in the case of oral transmission, confirmed as confidential in text form within two weeks.
(3) Confidential information does not include information of which the receiving party proves that
1. they are or become generally known or readily available to persons in the circles that usually handle this type of information;
2. the disclosing party has waived its protection in writing;
3. it has obtained the information by means other than through cooperation with the disclosing party, without being subject to any obligation of confidentiality;
4. it developed the information independently of the disclosing party's confidential information;
5. it obtained the information by observing, examining, deconstructing, or testing a product or item that has been made publicly available.
(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 to the extent and as soon as permissible. The parties shall assist each other in preventing the disclosure to the extent legally possible.
(5) The duty of confidentiality shall apply equally to all employees and/or third parties who have access to the aforementioned business transactions and documents.
(6) 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.
(1) The contract is concluded for an initial period of three months. During this period, ordinary termination is excluded. The right to extraordinary termination for good cause remains unaffected.
(2) The contract shall be extended by a period of six months in each case unless one party objects to the extension no later than four weeks before the respective extension. The objection must be made in writing.
(3) The terms set out in §9(1) and (2) apply by default, unless otherwise specified in the offer.
(1) Amendments and supplements to this contract, including the agreement to waive this written form requirement, must be made in writing.
(2) Should any provision of this 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 legally possible to the intention of the parties. The same shall apply in the event of a loophole.
(3) The exclusive place of jurisdiction for all disputes between the parties arising from or in Connection with this contract is the location of the customer.
(4) Invoicing is done via e-mail by sending a PDF document.
(5) Objections to the invoice must be made in writing within a period of one month from receipt of the invoice. After expiry of the deadline, the invoice shall be deemed to have been approved by the customer.
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