General Terms and Conditions

This is a non-binding courtesy English translation. The legally binding version is the GermanAGB.

1. General Provisions

1.1. The following general agency terms (hereinafter: GTC) apply to all transactions between RR Digital Solutions UG, Maximinplatz 1, 56856 Zell (Mosel) (hereinafter: RRDS) on the one hand and the CLIENT (hereinafter: CLIENT) on the other hand, jointly also referred to as "the PARTIES."

1.2. Only entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) may act as CLIENTS within the meaning of these GTC.

1.3. All services and offers by RRDS are provided exclusively on the basis of these GTC.

1.4. Deviating terms and conditions of the CLIENT are deemed rejected by RRDS unless RRDS has expressly agreed to them in writing. This also applies where RRDS renders services without reservation while aware of the CLIENT's terms and conditions.

2. RRDS's Range of Services

2.1. Within the scope of search engine optimization (SEO), RRDS provides the CLIENT with services aimed at improving the discoverability of the CLIENT's web presence and/or increasing user interaction. This includes both recommendations for optimizing the CLIENT's own website (on-page optimization) and measures on external websites (off-page optimization). The objective of RRDS's activity is to optimize the ranking of a specific page or domain within the organic result listings of relevant search engines. However, no guarantee can be given for achieving a particular position, as this is also influenced by the activities and offerings of competing websites listed under the same search terms.

2.2. One off-page measure by RRDS to increase visibility in search engines is so-called off-site seeding. This involves the targeted placement of links to the client's website on the web presences of third parties. As part of RRDS off-site seeding, RRDS creates content—in particular articles—and makes it available to selected external website operators for publication. RRDS's services encompass both the creation of content (texts, images, graphics, etc.) and the selection of suitable publication partners, as well as project management up to the publication of the contribution. A special variant of off-site seeding is so-called brand mentioning: here, content is placed for the client on external websites without the aim of including a link.

2.3. Under the term paid search (SEA – Search Engine Advertising), RRDS offers services for designing suitable advertisements, consulting on these, and measuring the success of the measures.

2.4. RRDS's "Content" service encompasses both the optimization of existing content and the creation of new content intended for publication on the client's own project pages.

3. Conclusion of Contract & Contract Performance

3.1. All offers as well as service and price information from RRDS are subject to change and non-binding. Orders and assignments require confirmation by RRDS to become effective, for example in the form of an order confirmation, by performance of the service, by dispatch of a delivery note, or by issuing an invoice.

3.2. If, after the assignment has been placed, it turns out that the scope of services of a flat-rate offer expands considerably due to changed ideas and requirements of the CLIENT, RRDS is entitled to submit a supplementary offer for the additional services. If the CLIENT does not respond to this offer within five business days and RRDS begins the expanded provision of services with the CLIENT's knowledge, the supplementary offer is deemed accepted.

3.3. RRDS is authorized to engage third parties (vicarious agents) to fulfill individual or all contractual obligations. Such engagement is made in the name and for the account of RRDS. RRDS undertakes production supervision and reviews the result. The CLIENT is prohibited from making payments directly to RRDS's subcontractors.

4. Performance and Delivery Times

4.1. All dates and deadlines specified by RRDS apply from the day of the order confirmation or the CLIENT's release, if applicable. They are non-binding unless something else or a fixed-date transaction has been expressly agreed in writing.

4.2. If the execution of the assignment requires information from the CLIENT, deadlines begin only upon its complete receipt by RRDS.

4.3. Delays as a result of force majeure or unforeseeable circumstances for which RRDS is not responsible entitle RRDS to extend bindingly agreed performance deadlines by the duration of the impediment plus a reasonable restart period, or, in the event of continuing impossibility, to withdraw from the contract in whole or in part.

4.4. RRDS informs the CLIENT without undue delay of the unavailability of the service and its expected duration. If services can ultimately not be rendered, RRDS undertakes to refund the fee paid for them.

4.5. Links created within the scope of RRDS off-site seeding are considered "lifetime links" with no fixed expiration date. RRDS guarantees the functionality of the links for 365 calendar days from the transmission of the corresponding report to the CLIENT. Functionality means the public accessibility of the link without a registration requirement. This guarantee does not apply to brand mentioning.

4.6. Should such a link be deleted or no longer be publicly accessible within the guaranteed term, the CLIENT has the right to demand an equivalent replacement link from RRDS or to be refunded the pro-rata remuneration for the affected link.

5. Contract Term

5.1. The contract term is determined by the individual agreements between the PARTIES.

5.2. In the absence of a specific agreement, the contract term for RRDS's ongoing business areas (e.g., off-site seeding, SEO and paid search (SEA) consulting) is 12 calendar months from acceptance of the assignment by RRDS.

5.3. The term is automatically extended by a further 12 months in each case, unless one PARTY terminates the contract with three months' notice to the end of the contract term. The right to extraordinary termination without notice for good cause remains unaffected. Terminations must be made in writing.

6. Client's Duties to Cooperate – Reference Naming

6.1. The CLIENT undertakes to support RRDS as best as possible, in particular by providing all content, system access, and online accounts required to fulfill the assignment in a timely and complete manner.

6.2. If the CLIENT fails to comply with these duties to cooperate despite a written request with a reasonable deadline, RRDS is entitled to terminate the assignment without further notice period and to bill the effort incurred at customary market hourly rates.

6.3. Upon placing the assignment, the CLIENT grants RRDS the right, subject to revocation, to use its name and company logo for reference purposes on RRDS's website and in RRDS's marketing materials.

6.4. The CLIENT undertakes to notify RRDS without undue delay of material changes to its company (e.g., change of company name, change of address, change of legal form, change of VAT identification number).

6.5. The CLIENT warrants that it holds the necessary rights to the domains and websites that are the subject of an assignment.

7. Prices and Payments

7.1. RRDS's services are always based on an offer prepared beforehand in text form. If there is no written offer, or if the provision of services is discontinued due to a breach of the CLIENT's duties to cooperate, or if the assignment is terminated by the CLIENT itself, billing is carried out on the basis of the price list valid at the time the assignment was placed or, at RRDS's reasonable discretion, at customary market hourly rates.

7.2. RRDS issues the CLIENT an invoice for the assigned services. This is due immediately without deduction and must be settled by bank transfer to the business account specified by RRDS.

7.3. RRDS reserves the right to demand advance payments and to begin the provision of services only after full receipt of payment and transmission of all required data.

7.4. A set-off against counterclaims is only permissible if these have been acknowledged by RRDS or established with legal force.

7.5. The CLIENT waives the right to assert a right of retention arising from earlier or other business relationships. Partial performances may be billed separately. A payment is deemed made as soon as the amount has been credited to RRDS's account.

7.6. If the CLIENT falls into default of payment despite a reminder, RRDS is entitled to terminate or suspend the contract without undue delay.

7.7. If the CLIENT is in default with payments, RRDS may refuse to render further services until the outstanding claims have been settled.

8. Liability

8.1. RRDS is liable for damages in accordance with the statutory provisions insofar as these are based on intentional or grossly negligent conduct by RRDS or its vicarious agents, as well as in cases of injury to life, body, or health.

8.2. In the event of a breach of material contractual obligations, RRDS is also liable for slight negligence, but only up to the amount of the typically foreseeable damage.

8.3. RRDS assumes no responsibility for the substantive accuracy of texts, data, and images provided by the CLIENT. If the rights of third parties are infringed thereby, the CLIENT shall indemnify RRDS against all claims upon first demand.

8.4. The CLIENT is obliged to review the content created within the scope of content marketing for factual accuracy prior to publication. Legal responsibility for content on the CLIENT's own websites lies exclusively with the CLIENT.

8.5. A review of the websites for compliance with search engine guidelines is not part of RRDS's duties unless this has been expressly agreed.

8.6. RRDS assumes no liability for the selection and use of search terms, keywords, or terms to be optimized, unless a faulty selection is made intentionally or through gross negligence.

8.7. Within the scope of paid search (SEA) campaigns, RRDS assumes no liability for any negative developments in ranking, conversion rate, click figures, or revenue losses that are attributable to user behavior.

8.8. Notices of defects must be raised without undue delay and in writing.

8.9. Changes in the visibility of websites in search engines, as well as a possible de-indexing, do not give rise to claims for damages against RRDS, provided there is no intentional or grossly negligent conduct.

8.10. Claims for damages against RRDS must be asserted within one year of becoming aware of the damage and its cause, but no later than within five years of the claim arising.

9. Copyright Usage Rights

9.1. Unless otherwise agreed, RRDS holds the exclusive copyright usage rights to delivered texts and graphic works.

9.2. For content commissioned by the CLIENT, RRDS transfers to the CLIENT the exclusive usage rights, unlimited in time and place, in particular the right to reproduce, distribute, and make publicly available. A right of modification is not granted.

9.3. Where content is created for third-party websites (e.g., in off-site seeding), those parties receive only limited usage rights for publication.

9.4. As a matter of principle, the CLIENT receives no usage rights to drafts, proof copies, raw data, and working documents, unless a different agreement has been made.

9.5. If the CLIENT provides content, it grants RRDS the necessary usage rights, including the right of modification and reproduction.

10. Data Protection and Data Storage

10.1. RRDS collects, stores, and processes the CLIENT's personal data exclusively for the purpose of contract performance, in compliance with the applicable data protection laws, in particular the German Federal Data Protection Act (BDSG) and the General Data Protection Regulation (GDPR/DSGVO). Disclosure to third parties takes place only insofar as this is necessary for the provision of services.

10.2. In addition, RRDS's data protection provisions in their respectively current version apply, available at rrds.de/datenschutz.

11. Confidentiality Obligations

11.1. The PARTIES undertake to treat all knowledge about the respective other PARTY and/or its business activities that becomes known in connection with an assignment as strictly confidential, without limitation in time.

11.2. The obligations set out in this clause do not apply to confidential information that is publicly accessible, was already in the possession of the receiving party, was received from an independent third party, was independently developed, or must be disclosed pursuant to an official order.

12. Final Provisions

12.1. The law of the Federal Republic of Germany applies.

12.2. The place of performance of the assignment is RRDS's registered office in Trier.

12.3. The exclusive place of jurisdiction for the client is RRDS's registered office in Trier. RRDS is, however, entitled to assert its rights before any other competent court.

12.4. The CLIENT's rights under this contract are not transferable.

12.5. The sole binding contract language is German.

12.6. Should individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby.