Note: This English version is provided for information purposes only. The German version (AGB) is the sole legally binding version. In the event of any discrepancy, the German version shall prevail.
1. General Provisions
1.1. The following general agency terms and conditions (hereinafter: GTC) apply to all business between RR Digital Solutions GmbH, Maximinplatz 1, 56856 Zell (Mosel), Germany (hereinafter: RRDS) on the one hand and the CLIENT (hereinafter: CLIENT) on the other hand, together also referred to as "the PARTIES".
1.2. CLIENTS within the meaning of these GTC may only be entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law. By placing an order, the CLIENT confirms that it is acting in the exercise of its commercial or independent professional activity.
1.3. All services and offers of 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 text form (Textform). This also applies if RRDS provides services without reservation while being aware of the CLIENT's terms and conditions.
1.5. These GTC also apply to all future business of the same kind with the CLIENT without the need for a renewed reference.
1.6. The Platform Terms of Use of RRDS additionally apply to the use of the online platform provided by RRDS. For orders, these GTC prevail.
2. Services of RRDS
2.1. Within the scope of search engine optimisation (SEO), RRDS provides the CLIENT with services aimed at improving the findability of its web presence and/or increasing user interaction. This includes recommendations for optimising the CLIENT's own website (on-page optimisation) as well as measures on external websites (off-page optimisation). The objective of RRDS's activities is to improve the position of a particular page or domain within the organic results of relevant search engines. No guarantee can be given that a particular position will be achieved, as this is also influenced by the activities and offers of competing websites and by the evaluation methods of search engine operators.
2.2. One off-page measure of RRDS is Offsite Seeding. This is the targeted placement of links to the CLIENT's website on third-party web presences. For this purpose, RRDS creates content – in particular articles – and makes it available to selected external site operators for publication. RRDS's services comprise the creation of content (texts, images, graphics etc.), the selection of suitable site operators and project management up to publication of the article. A special variant is Brand Mentioning: content is placed for the CLIENT on external websites without a link being owed.
2.3. Under the term SEA (Search Engine Advertising), RRDS offers services for the conception of suitable advertisements, related consulting and the measurement of the success of the measures.
2.4. The service "Content" comprises the optimisation of existing content and the creation of new content intended for publication on the CLIENT's own websites.
2.5. Offsite Seeding, Brand Mentioning and Content are provided as work performance under a contract for work (Werkvertrag). The result owed is, for Offsite Seeding and Brand Mentioning, the publication of the article on the agreed domain or an equivalent domain, and, for Content, the delivery of a text in accordance with the agreed briefing (in particular topic, length, keywords). One round of revisions is included; stylistic or taste-related objections do not constitute a defect. Consulting, support and SEA services are provided as services under a contract for services (Dienstvertrag). In no case is a particular ranking, visibility or traffic owed.
2.6. The decision on the editorial integration and design of the article and on technical link attributes lies with the respective site operator. A particular link attribute is owed only if expressly promised in the offer. The CLIENT is aware that paid links are subject to the guidelines of search engine operators and that their evaluation may change at any time.
3. Conclusion and Performance of the Contract
3.1. All offers as well as service and price information of RRDS are subject to change and non-binding. Orders of the CLIENT require confirmation by RRDS to become effective, for example by way of an order confirmation in text form, by commencement of performance or by issuing an invoice.
3.2. If it becomes apparent after the order has been placed that the scope of a fixed-price 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 working days of receipt and RRDS commences the extended performance with the CLIENT's knowledge, the supplementary offer is deemed accepted, provided RRDS has expressly pointed out this legal consequence in the supplementary offer.
3.3. RRDS is entitled to engage third parties (vicarious agents, Erfüllungsgehilfen) to fulfil individual or all contractual obligations. Such engagement is made in the name and for the account of RRDS. RRDS supervises production and reviews the result. The CLIENT is prohibited from making payments directly to subcontractors of RRDS.
4. Performance and Delivery Periods, Link Guarantee
4.1. All dates and deadlines stated by RRDS run from the day of the order confirmation or – where provided for – the CLIENT's approval. They are non-binding unless otherwise expressly agreed in text form or a fixed-date transaction has been agreed.
4.2. If the execution of the order requires information, content or approvals from the CLIENT, deadlines only commence upon their complete receipt by RRDS.
4.3. Delays due to force majeure or unforeseeable circumstances for which RRDS is not responsible entitle RRDS to extend performance periods – including those expressly agreed as binding – 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 with regard to the unfulfilled portion.
4.4. RRDS will inform the CLIENT without undue delay about the unavailability of a service and its expected duration. If services ultimately cannot be provided, RRDS will refund the remuneration paid for them.
4.5. Links created within the scope of Offsite Seeding are "lifetime links" without a fixed expiry date. RRDS guarantees the functionality of the link for 365 calendar days from transmission of the link report to the CLIENT. Functionality means that the link is publicly clickable without registration. The guarantee does not cover the link attribute, the indexing status, editorial adjustments of the article by the site operator, or cases in which the CLIENT is responsible for the loss (in particular changing or shutting down the target URL without redirection, unlawful content on the target page). The guarantee does not apply to Brand Mentioning.
4.6. If a link is deleted or is no longer publicly accessible within the guaranteed period, the CLIENT is entitled, at its option, to an equivalent replacement link or to a refund of the remuneration paid for the affected link. Further claims due to the loss of a link are excluded, subject to Clause 8.1.
4.7. RRDS transmits a link report to the CLIENT after publication. The CLIENT reviews the report without undue delay and notifies RRDS in text form of any deviations from the order (in particular domain, anchor text, target URL) within 14 days of receipt. If no notification is made within this period, the work is deemed accepted in conformity with the contract (Section 640 (2) BGB); RRDS points out this legal consequence in the link report.
5. Individual Orders and Contract Term
5.1. Services of RRDS are generally provided as individual orders (in particular Offsite Seeding, Brand Mentioning and Content). An individual order ends upon complete performance. It does not establish a term, does not renew and does not require termination.
5.2. A continuing obligation (e.g. a monthly link building quota, ongoing SEO or SEA support) is only concluded if expressly agreed in text form. Term and notice periods are then governed by that agreement.
5.3. If an agreed continuing obligation contains no provision on its term, the term is 12 months from acceptance of the order by RRDS. It is extended by 6 months at a time unless a PARTY terminates with one month's notice to the end of the respective term.
5.4. The right to extraordinary termination for good cause remains unaffected. Notices of termination must be given in text form (email is sufficient).
6. Obligations of the CLIENT to Cooperate, Reference Naming
6.1. The CLIENT supports RRDS to the best of its ability, in particular by providing all information, content, approvals, system access and online accounts required for order fulfilment promptly and completely.
6.2. If the CLIENT fails to fulfil its obligations to cooperate despite a request in text form with a reasonable deadline, RRDS is entitled to terminate the order without further deadline and to invoice the services rendered up to that point in accordance with Clause 7.2.
6.3. By placing an order, the CLIENT grants RRDS the right, until revoked, to use its name and company logo for reference purposes on the website and in marketing materials of RRDS. Revocation is possible at any time in text form.
6.4. The CLIENT will notify RRDS without undue delay of material changes to its company (e.g. change of company name, address, legal form, VAT ID).
6.5. The CLIENT warrants that it holds the necessary rights to the domains and websites that are the subject of an order or is acting with the consent of the rights holder. On request, it will provide RRDS with evidence of this in text form.
6.6. The CLIENT is responsible for ensuring that the advertising and linking of the target pages designated by it, as well as the products and services offered there, are legally permissible (in particular under the German Unfair Competition Act (UWG), the Health Advertising Act (HWG), the Health Claims Regulation (HCVO), the Tobacco Products Act (TabakerzG) and the Interstate Gambling Treaty (GlüStV)). It indemnifies RRDS against third-party claims based on a violation thereof. Clause 8.5 applies accordingly.
7. Prices and Payment
7.1. All prices are in euros, net, plus the applicable statutory value added tax where applicable.
7.2. The services of RRDS are based on an offer previously prepared in text form or on the price list valid at the time of the order. If performance is discontinued due to a breach of the CLIENT's obligations to cooperate or the CLIENT terminates the order prematurely, the services rendered up to that point are invoiced on the basis of the price list or at RRDS's reasonable discretion (Section 315 BGB) at customary hourly rates. If the order was placed on the basis of an offer in text form, the invoice may not exceed the offer amount. Expenses saved are credited.
7.3. RRDS issues an invoice to the CLIENT for the services ordered. Unless a different payment term has been agreed, the invoice is due immediately without deduction and payable by bank transfer to the business account specified by RRDS. In the event of default, the CLIENT owes default interest of 9 percentage points above the base rate as well as the lump sum under Section 288 (5) BGB; the assertion of further damage caused by default remains reserved.
7.4. RRDS is entitled to demand advance payment and to commence performance only after receipt of full payment and transmission of all required data.
7.5. The CLIENT may only set off counterclaims that are undisputed, ready for decision or established by final judgment. This does not apply to counterclaims of the CLIENT arising from the same contractual relationship.
7.6. The CLIENT may only assert a right of retention on the basis of counterclaims arising from the same contractual relationship. Partial services may be invoiced separately. A payment is deemed made once the amount has been credited to RRDS's account.
7.7. If the CLIENT is in default of payment despite a reminder with a reasonable grace period, RRDS is entitled to withdraw from or terminate the contract. Irrespective of this, RRDS may refuse to render further services during the period of default until the outstanding claims have been settled.
8. Liability
8.1. RRDS is liable without limitation in accordance with the statutory provisions in cases of intent and gross negligence on the part of RRDS, its legal representatives or vicarious agents, for injury to life, body or health, for fraudulent concealment of a defect, under a guarantee assumed (in particular Clause 4.5) and under the German Product Liability Act.
8.2. In cases of slightly negligent breach of material contractual obligations, RRDS's liability is limited to the typical damage foreseeable at the time of conclusion of the contract. Material contractual obligations are obligations whose fulfilment is essential to the proper performance of the contract and on whose fulfilment the CLIENT may regularly rely.
8.3. Otherwise, RRDS's liability for slight negligence is excluded. The above limitations also apply in favour of the legal representatives and vicarious agents of RRDS.
8.4. RRDS assumes no responsibility for the accuracy of texts, data and images provided by the CLIENT.
8.5. If third-party rights are infringed by content or specifications provided by the CLIENT, the CLIENT indemnifies RRDS on first demand against all third-party claims, including reasonable costs of legal defence, to the extent the CLIENT is responsible for the infringement.
8.6. The CLIENT reviews content created by RRDS for the CLIENT's own websites for factual accuracy before publication. The CLIENT bears legal responsibility for content on its own websites.
8.7. Reviewing the CLIENT's websites for conformity with search engine guidelines is not part of RRDS's obligations unless expressly agreed.
8.8. RRDS is not liable for the selection and use of search terms, keywords and terms to be optimised, even if based on a suggestion by RRDS, unless the suggestion was made intentionally or grossly negligently in error.
8.9. In the context of SEA campaigns, RRDS is not liable for negative developments in ranking, conversion rate, click numbers or revenue that are attributable to user behaviour.
8.10. Changes in the visibility of websites in search engines, the non-publication of an article by a site operator, and de-indexing or other measures by a search engine operator do not give rise to claims against RRDS unless RRDS has acted intentionally or with gross negligence. The CLIENT is aware that the position of its websites may change at any time and that previous optimisation measures may lose their effect.
8.11. Claims of the CLIENT for damages become time-barred one year from the statutory commencement of the limitation period. This does not apply to claims under Clause 8.1, for which the statutory limitation periods apply.
9. Copyright and Rights of Use
9.1. The copyright and rights of use in texts and graphic works delivered by RRDS remain with RRDS or the respective authors unless granted under this Clause 9. Third-party image material is licensed by RRDS for the intended purpose.
9.2. For content created for the CLIENT's own websites (Clause 2.4), RRDS grants the CLIENT, upon full payment of the remuneration, a non-exclusive right of use, unlimited in time and territory, to reproduce, distribute and make the content publicly available. An exclusive right of use or a right of adaptation is granted only if expressly agreed in the offer. RRDS will not itself otherwise exploit content created for the CLIENT. Licences to third-party image material are transferred to the CLIENT to the extent provided for in the contract.
9.3. For articles created for third-party websites within the scope of Offsite Seeding, the respective site operator receives a non-exclusive right of use for publication. The CLIENT does not receive any rights of use in these articles; in particular, the CLIENT is not entitled to publish the article in whole or in part on its own websites.
9.4. The CLIENT does not receive any rights of use in drafts, proofs, raw data and working documents unless otherwise agreed in text form. RRDS does not owe the delivery of intermediate stages.
9.5. If the CLIENT provides content, it grants RRDS the rights of use required for the respective purpose, including the right of adaptation and reproduction and – for content intended for third-party websites – the transferable right of distribution and making publicly available. The CLIENT warrants that it holds these rights.
9.6. RRDS is entitled to use AI-supported tools for research, drafting and editing. To the extent that content or parts thereof do not enjoy copyright protection for lack of a personal intellectual creation, the grant of rights is limited to the protectable components. RRDS does not warrant the copyright protectability of content created. The CLIENT may exclude the use of AI in text form when placing the order.
10. Data Protection
10.1. RRDS collects, stores and processes personal data of the CLIENT exclusively for the performance of the contract in compliance with applicable data protection law, in particular the GDPR and the German Federal Data Protection Act (BDSG). Data is disclosed to third parties only to the extent necessary for the performance of services or the processing of payments.
10.2. To the extent that RRDS obtains access to the CLIENT's systems in the course of performance and thereby processes personal data on behalf of the CLIENT, the PARTIES conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins. RRDS provides a template for this purpose.
10.3. In addition, the privacy policy of RRDS in its current version applies, available at rrds.de/datenschutz/.
11. Confidentiality
11.1. The PARTIES undertake to treat all knowledge about the other PARTY and its business activities that becomes known in connection with an order as strictly confidential and to bind their employees and engaged third parties accordingly. Confidential information includes in particular the site operators named by RRDS, their conditions, and the prices and offers of RRDS; these are trade secrets of RRDS within the meaning of the German Trade Secrets Act (GeschGehG). Reference naming under Clause 6.3 and naming the CLIENT to site operators and vicarious agents for the purpose of performing the contract do not breach this obligation.
11.2. The confidentiality obligation applies without limitation in time for trade secrets and, for other confidential information, until five years after the end of the business relationship.
11.3. The obligations under Clause 11.1 do not apply to information that is demonstrably publicly available or becomes so without breach of this Clause, was already known to the receiving PARTY, was obtained from a third party entitled to disclose it, was independently developed, or must be disclosed by law or official order; in the latter case, the affected PARTY informs the other PARTY without undue delay in text form.
12. Final Provisions
12.1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
12.2. The place of performance for all services under the contractual relationship is the registered office of RRDS in Zell (Mosel).
12.3. If the CLIENT is a merchant (Kaufmann) within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of RRDS. RRDS is also entitled to sue the CLIENT at the CLIENT's general place of jurisdiction.
12.4. The CLIENT may transfer rights under the contractual relationship only with the prior consent of RRDS in text form. Section 354a HGB remains unaffected.
12.5. The contract language is German. Foreign-language versions of these GTC or other contractual documents are for information purposes only; in the event of discrepancies, the German version prevails.
12.6. Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.
12.7. Amendments and additions to an order or to these GTC must be made in text form. This also applies to any waiver of this text form requirement.