General Terms and Conditions
§1 General and subject matter of the contract
(1) These General Terms and Conditions (hereinafter referred to as GTC) apply to all contractual relationships for agency services between AdStrive GmbH (hereinafter referred to as the Agency) and its contractual partners (hereinafter referred to as the Customer).
(2) The Agency shall provide its services exclusively on the basis of these GTC, unless otherwise agreed in writing between the Agency and the Customer. The validity of any general terms and conditions of the Customer is hereby rejected. These shall only become part of the contract if this has been expressly agreed in writing.
(3) These General Terms and Conditions are an integral part of all contracts that the agency concludes with the customer for the services offered by the agency. They shall also apply to all future services or offers to the customer, even if they are not separately agreed again.
(4) The subject matter of these GTC is the Agency’s services in the field of online marketing. This includes services in the area of search engine optimization (SEO), search engine advertising (SEA), performance marketing and pay-per-click marketing, content marketing, in particular digital PR, the creation of content and other marketing measures (e.g. mobile marketing, social media advertising).
(5) The details of the agreed service are set out in the offer.
§2 Conclusion of contract
(1) A contract shall come into effect following a corresponding offer by the agency upon confirmation of the offer by the customer in text form, but at the latest upon commencement of the execution of the order.
(2) The nature and scope of the services owed by the Agency shall be determined by the Agency’s offer and any attachments as well as these GTC.
§3 SEO services
Insofar as the parties agree on SEO services, the following shall apply:
(1) General
(a) The aim of the SEO services is to ensure that the customer’s specified website (hereinafter: website) is listed in a higher position than is currently the case when certain relevant search terms (hereinafter: keywords) agreed between the parties are entered in search engine searches. A specific search engine ranking is not owed.
(b) The agency offers SEO services for various search engines and marketplaces. The search engine to which the services relate shall be specified in advance. If another search engine is not expressly specified, the consultancy shall refer solely to Google.
(c) The client is aware that SEO is an ongoing process and that it may take up to 12 months after implementation of all changes proposed by the agency before the first changes are visible. The client is also aware that search engine rankings are dependent on a variety of factors that are subject to constant change and are not known in detail. Unforeseen changes in the ranking – including a drastic deterioration or complete removal from the index of the respective search engine – cannot be ruled out.
(2) Consulting for on-page services
In the context of on-page optimization, the agency shall advise the customer at its own discretion regarding the page structure and/or the content of the website, its titles, headings, meta data, image descriptions, etc. and, if necessary, make recommendations for changes.
(3) Unless expressly agreed otherwise, the client shall be responsible for implementing the suggestions, in particular for any recommended modification of the source text of the website.
(4) In the event of changes to an SEO-relevant parameter, a significant change in search engine algorithms or a sudden deterioration in search engine rankings, the agency shall advise the customer at short notice within the term of the contract on how to proceed, suggest possible remedies and provide the customer with the best possible support during implementation.
§4 Pay-per-click services / performance marketing
Insofar as the parties agree services in the area of „pay per click“ and/or performance marketing, the following shall apply:
(1) Depending on the agreement, the customer shall be supported with paid advertising on search engine websites, marketplace websites, platforms or similar websites („advertising platforms“). Pay-per-click advertising refers to advertising on the advertising platforms where advertisements are billed on the basis of a CPC (cost-per-click) and displayed depending on search terms or target groups. The booking of individual keywords or target groups for the purpose of displaying advertising is referred to below as a „PPC campaign“.
(2) A campaign may include the following:
– Booking on search engine pages;
– Booking on other content pages (e.g. via Google Display Network);
– Booking on online marketplaces such as Amazon (Amazon Ads) and platforms, in particular on social paid platforms such as Facebook, Instagram, TikTok, Linkedin, Xing;
– Use of the various options „exact“, „phrase“ and „modified broad match“ as well as „broad match“, excluding keywords;
– Use of ad extensions;
– Booking of generic keywords;
– Booking of brand keywords;
– Booking of retargeting target groups
– Booking of interest-based target groups
– Booking of product-based campaigns
(3) The agency advises the client on the design, selection of relevant targeting criteria and regular optimization of PPC campaigns and will activate PPC campaigns itself. In doing so, the client’s goals are first defined together, any existing PPC campaigns and landing pages are analyzed and suggestions for improvements are made.
(4) The agency will design ad texts for the PPC campaigns itself and will also use the ad texts provided by the client. The agency assumes that the customer is entitled to all rights to the existing ad texts, that these are in accordance with applicable law and do not infringe the rights of third parties. The agency cannot vouch for any particular success of the campaigns (in particular conversions).
(5) Unless otherwise agreed in the offer, the services of the advertising platforms shall be invoiced directly between the customer and the respective advertising platform.
(6) In particular, the agency is not liable for the correct presentation of the advertisements and PPC campaigns. In such cases, however, the agency shall support the client in analyzing errors and in communicating with the advertising platforms.
§5 Content marketing
Insofar as the parties agree support in content marketing, the following shall apply depending on the agreed service:
(1) For Digital PR:
(a) To the extent agreed, the Agency shall advise the Client on the content of press releases and press texts (hereinafter collectively „PR Texts“), their titles, headlines, image descriptions, etc., and make recommendations for possible changes and submit the PR Texts to pre-agreed newspaper editorial offices, radio and television broadcasters and digital editorial offices (hereinafter collectively „Media“).
(b) If agreed, the Agency shall also create content itself or have it created in accordance with the Client’s basic specifications.
(c) The client shall check the content himself before publication. The client is solely responsible for the PR texts. In particular, it must ensure that PR texts or components of PR texts provided by it, such as text modules, images, graphics, logos, audio and video material and other material provided, are free of third-party rights.
(d) The agency is not responsible for the publication of the PR texts by the media contacted and has no influence on any revisions of the PR texts by the media. The Agency is also not responsible for the activation in press portals or press services.
(e) The agency shall grant the client the rights to the PR texts necessary for the fulfillment of the contract. Unless otherwise agreed, a simple, spatially and temporally unrestricted right to use the PR texts, limited to the medium of the Internet, shall be granted. This includes reproduction and making available to the public. The customer also has the right to edit the PR texts, in particular to shorten and translate them. The customer may name himself as the author of the PR texts.
(f) Unless a fixed date for transmission or publication has been expressly agreed, the Agency shall only be responsible for endeavoring to produce or edit and transmit the PR texts in a timely manner. After approval of the PR text by the client, the agency shall transmit the PR texts to the agreed media without delay.
(g) The agency may refuse to transmit and publish PR texts provided by the client. This applies in particular if
– the PR texts do not have an information content that is sufficient for journalistic texts or press releases,
– the PR texts violate laws or official instructions, offend common decency or the decency of third parties,
– the agency is at risk of serious damage to its image as a result of the transmission or publication,
– there is a suspicion of serious or sustained criminal offenses as a result of the transmission or publication.
– PR texts do not correspond to the style of a press release or
(h) Upon request, the Agency will support the Client in revising its PR texts.
(2) For off-page optimization
If off-page optimization has been agreed, the agency will check whether the quantity and/or quality of the linking (backlinks) of the website can be improved and make appropriate recommendations (off-page optimization). After consultation with the client, the agency will endeavor to increase the current number and/or quality of backlinks. A specific number or quality of backlinks is not owed. There is no obligation for the agency to check the links placed. If the client changes the target pages of the links, the agency is not obliged to redirect or procure new links. Insofar as the parties expressly agree, off-page optimization also includes the booking of links from third-party websites for a fee. Details of the agreed off-page optimization, in particular with regard to the types of external links, any compensation for links, etc., shall be determined by mutual agreement between the parties.
§6 Content creation
(1) The Agency shall advise the Client with regard to the content of the contractual websites, their titles, headings, image descriptions, etc. and make recommendations for possible changes.
(2) If agreed, the Agency shall also create content itself or have content created according to the Client’s specifications.
(3) If the Agency commissions a text agency to create the content, the Agency shall specify topics and content to the text agency in consultation with the Client. The agency shall monitor the provision of services by the text agency and work towards punctual delivery.
(4) The client shall check the content himself before publication.
(5) The agency shall grant the customer the rights to the content necessary for the fulfillment of the contract. If the content has been created by a text agency, the agency shall grant the customer the rights to the content granted by the text agency. Unless otherwise agreed, a simple, spatially and temporally unrestricted right to use the content, limited to the medium of the Internet, is granted. This includes reproduction and making available to the public. The customer also has the right to edit the content, in particular to shorten and translate it. The customer may name himself as the author of the content.
§7 Conversion rate optimization
(1) Insofar as web analysis or conversion rate optimization („CRO“) services are expressly agreed, the Agency shall advise and support the Client with regard to measures to increase conversions and to increase the conversion rate. To this end, the agency shall carry out a CRO audit and provide specific data-based recommendations for action and ideas for improving the user experience and conversion rate on the website.
(2) At the agency’s discretion, advice is provided by email, telephone or in workshops.
(3) Unless otherwise agreed in the offer, the customer is responsible for implementing the suggestions.
§8 Web analysis and consent management
(1) If agreed, the Agency shall support the Client in particular in the use of tracking and analysis tools such as Google Analytics. To this end, the Agency shall check the setup of the tracking and analysis tools and the integration of tracking on the website.
(2) Details of the analysis tools supported and used by the agency can be found in the offer.
(3) If agreed in the offer, the agency will also support the customer in the integration of a third-party cookie banner and check the technical functionality of the cookie banner. The Agency may not and will not provide legal advice and will only support the Customer with regard to technical issues. The legal assessment of the admissibility of the use of the analysis tool and the legally compliant implementation of any cookie banner is left to the customer.
(4) At the Agency’s discretion, advice shall be provided by e-mail, telephone or in workshops.
(5) Unless otherwise agreed in the offer, the customer is responsible for the implementation of the proposals.
§9 Additional services of the agency
(1) Insofar as other service orders, such as additional adjustments, workshops, training, booking on price search engine pages or on social media platforms, product data marketing, mobile marketing, outreach, due diligence checks or other consulting services are agreed, the Agency shall owe the consulting activities in the respectively agreed period and scope. The details of the services to be provided by the agency are set out in the respective offer.
(2) Unless expressly agreed otherwise, additional services shall be remunerated depending on the actual time and effort involved.
§10 General obligations of the agency
(1) Unless otherwise agreed, the Agency shall only provide advice, whereby the advice shall be provided at the discretion of the Agency by e-mail, telephone, in customer meetings or in other appropriate forms.
(2) The agency is not obliged to check the content used, in particular selected keywords or drafted advertisement texts, for compatibility with applicable law and third-party rights and/or to inform the customer of any incompatibility of the content with legal requirements.
(3) If contractually agreed, the agency shall provide the customer with a regular report showing the current status of the services. This report shall also contain information on special incidents and the next steps to be taken.
§11 Obligations of the customer
(1) The client is obliged to pay the remuneration to the agency in accordance with § 12. The customer is also obliged to bear the external costs incurred (e.g. for Google) and will always store updated payment data in the accounts for this purpose.
(2) The customer shall provide the agency with the best possible support in the development of campaigns and content for the services described in §§ 3 – 9 and in particular provide comprehensive information on the target group of the advertising.
(3) The client is obliged to set a monthly budget for agreed marketing measures (third-party costs) at the agency’s request. Unless the client notifies the agency otherwise in text form by the 15th of the previous month, the budget agreed for the previous month shall be deemed to have been agreed for the month in question.
(4) Insofar as the agency asks the customer for confirmations or approvals for circumstances related to campaigns, individual advertisements or content, the customer shall respond immediately and declare its approval or rejection. If the client does not respond within 5 days of the request, the requested confirmation or approval shall be deemed to have been granted.
(5) The customer shall grant the agency access to existing accounts. The customer shall also grant the agency access to web analysis accounts to the extent deemed appropriate by the agency. In the event that accounts do not exist as a whole or for individual providers, the Agency shall set these up for the Client in consultation with the Client. The customer remains the owner of the accounts and contractual partner of the providers during the term of the contract and therefore has the opportunity to view the activated and deactivated campaigns at any time and to check which actions are being carried out.
(6) In order to avoid unclear responsibilities, the customer may only make changes to the account settings himself after prior approval by the agency. The customer is advised that changes to the accounts are recorded and can be traced.
(7) The customer shall name a permanent contact person for the agency. This person is authorized and able to make all decisions arising within the scope of this contractual relationship and to communicate them to the Agency. The agency is entitled, but not obliged, to take into account information from other persons on the client side. The Agency shall be informed of the contact person in text form upon conclusion of the contract. The client is entitled to name a different contact person at any time. This must be communicated to the Agency in advance in text form.
(8) If the customer becomes aware of errors in individual campaigns or content for the services described in §§ 3 – 9 (e.g. in the placement, presentation or linking), he is obliged to inform the agency immediately and to support the agency to the best of his ability in the elimination of any errors and communication with the providers, in particular to provide all data and information necessary for the elimination of any errors.
(9) The customer is obliged to keep the landing pages of advertisements running at all times and to ensure that the login, registration and ordering processes function properly at all times, i.e. 24 hours a day, 365 days a year. The customer shall communicate changes to the target pages of advertisements to the agency in good time.
§12 Remuneration/payment modalities
(1) All prices stated in the offer or elsewhere by the agency are net prices and do not include the applicable statutory VAT.
(2) The information provided by the Agency in the offer shall be decisive for the remuneration.
(3) The hourly or daily rates and flat rates agreed in the offer shall apply. The Agency shall invoice the Customer for the previous month at the beginning of each month.
(4) Insofar as remuneration is agreed in total or for individual service components depending on the scope of the service (line fee), the agreed scope or the actual scope before reduction shall be decisive for the calculation – whichever is higher.
(5) Any agency commissions or discounts of the providers shall be borne in full by the agency.
(6) Invoices shall be sent as a PDF document and, unless otherwise stated in the invoice, shall be payable within a payment period of 14 days. Any additional services shall be invoiced monthly in arrears.
(7) If a monthly budget has been agreed (see also § 11 (3)), the Agency shall be guided by the monthly budget specified by the Client. There is no obligation to utilize the budget. The monthly budget shall not be exceeded by more than 5% without the customer’s consent.
(8) Booked advertisements in accordance with § 4 are subject to the contractual conditions of the providers, over which the agency has no influence. In case of doubt, the remuneration for the advertising insertion shall be per click. These remunerations are not included in the budget and are borne directly by the customer.
(9) Prices are not fixed and can be changed by the agency after prior notice in text form with a notice period of one month to the end of the half-year. If the customer objects to a price change within two weeks, the old prices shall remain valid. In this case, the agency is entitled to terminate the contract extraordinarily. If the customer does not object within the above-mentioned period, the new prices shall apply from the date stated in the notification of change.
(10) In the event of late payment, the Agency may suspend the further execution of current orders until full payment has been made.
§13 Warranty and liability
(1) The statutory provisions shall apply to the warranty, whereby claims of the customer against the Agency due to poor performance or defects in the execution of the services shall expire six months after the claim arises and knowledge or grossly negligent or willful ignorance of the circumstances giving rise to the claim.
(2) The Agency shall endeavor to carry out the contractual measures in accordance with the guidelines of the respective search engine. However, the parties are aware that individual agreed search engine optimization measures may violate the guidelines of individual search engines and that this does not constitute defective performance by the agency. This applies in particular if the client has explicitly approved certain measures of the agency with knowledge of the guidelines.
(3) Unlimited liability: The Agency shall be liable without limitation for intent and gross negligence as well as in accordance with the German Product Liability Act. The Agency shall be liable for slight negligence in the event of injury to life, limb and health of persons.
(4) Otherwise, the following limited liability shall apply: In the event of slight negligence, the Agency shall only be liable in the event of a breach of a material contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely (cardinal obligation). Liability for slight negligence shall be limited to the amount of damages foreseeable at the time of conclusion of the contract, the occurrence of which must typically be expected. This limitation of liability shall also apply in favor of the Agency’s vicarious agents.
(5) As a service provider, the Agency shall not be liable for damages caused by technical faults or service disruptions of the providers or other third parties. The Agency shall also not be liable for damages that the customer could have prevented by taking reasonable measures, in particular regular, at least daily, program and data backups.
§14 Term and termination
(1) Concluded contracts shall have the term and notice period agreed in the offer and can only be terminated by ordinary notice within the periods specified therein. The contract begins with the signing of the offer. If no term has been agreed in the offer, a minimum contract term of 12 months shall be deemed to have been agreed. During a minimum contract term, the right to ordinary termination is excluded. After expiry of a minimum contract term, the contract can be terminated by the contracting parties with a notice period of one month to the end of the month.
(2) . This does not affect the right to extraordinary termination for good cause. Good cause for termination exists if the continuation of the contractual relationship is unreasonable, taking into account all circumstances of the individual case and weighing the interests of both parties, until the agreed termination or until the expiry of the notice period. A warning is generally required for such a termination, unless the relationship of trust is so permanently disturbed that an immediate termination of the contract appears justified. Good cause entitling the customer to terminate the contract without prior warning exists in particular if
– the customer fails to meet his obligation to pay the fee despite a reminder;
– the customer is in arrears with the payment of the monthly remuneration in an amount equal to the remuneration for two months;
– the agency is held liable by third parties for alleged infringements of rights or
– the customer grossly violates his obligations to cooperate under this contract.
(3) Any termination must be in writing.
§15 Indemnification
(1) The customer shall inform the agency immediately in text form of any legal disputes concerning the advertising placements and any progress of proceedings and discuss with the agency how to proceed in this regard.
(2) The customer shall indemnify the agency against all claims of third parties arising from the selection of keywords or the design of advertisements and/or due to the linked target pages and their content and/or due to the transmission or publication of PR texts in the event of claims due to alleged or actual infringements of rights and/or infringements of third-party rights and undertakes to reimburse all costs incurred by the agency due to third-party claims. Reimbursable costs include, in particular, the costs of reasonable legal prosecution and legal defense incurred by the Agency.
§16 Miscellaneous
(1) The Agency shall be permitted to advertise the fact that the Client has commissioned the Agency in an appropriate manner and may also use logos or similar of the Client in reference lists online and offline beyond the end of the contract for this purpose.
(2) Unless otherwise expressly agreed in writing, the Agency shall be permitted to accept and process orders from customers in the same or similar sectors during the term of the contract and beyond. This also applies in particular to campaigns for other clients.
(3) The parties undertake to use all knowledge and information obtained within the framework of the contractual relationship only for the execution of the contract and to treat it confidentially for an unlimited period of time and not to pass it on to third parties without the prior consent of the other contracting party, as well as to impose a corresponding obligation on their employees and vicarious agents. This shall not apply if information and findings are generally known or were already known to the other contracting party at the time of disclosure.
§17 Final provisions
(1) Should one or more provisions of these contractual provisions be or become invalid in whole or in part, this shall not affect the validity of the remainder of the contract.
(2) Offsetting of the customer’s liabilities from this contract is only permitted with legally established or undisputed claims. The customer shall only be entitled to assert rights of retention against the agency if the counterclaim asserted is undisputed or has been legally established. The assignment of claims against the Agency is only possible if the Agency expressly agrees in writing.
(3) The Agency shall be entitled to transfer this contract with all rights and obligations to a subsidiary or affiliated company. The transfer shall become effective 28 days after it has been notified to the customer. If this contract is transferred to another company, the customer shall have a special right of termination, which must be asserted in writing within 14 days of notification by the agency. The agency shall inform the customer separately in the notification of the significance of his behavior.
(4) This contract shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(5) The place of jurisdiction for all disputes arising from or in connection with this contract shall be Berlin.