General terms and conditions.
This English version is provided as a courtesy translation. Only the German original is legally binding.
§ 1 Scope
(1) These General Terms and Conditions (T&Cs) apply to all contracts for consulting and services in the field of online marketing (in particular SEO, GEO, SEA, performance marketing, interim management, workshops, and coaching) between Daniel Paul Töpp, Hortensienring 7, 65929 Frankfurt am Main, Germany (hereinafter “Contractor”) and his clients (hereinafter “Client”).
(2) The Contractor's offer is aimed exclusively at business entities within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
(3) Conflicting or deviating terms of the Client are not recognized unless their validity is expressly agreed to in writing.
§ 2 Subject matter of the contract and conclusion
(1) The specific scope of services results from the respective offer or order confirmation. The Contractor provides services; a specific result (in particular concrete placements in search engines or AI systems, increases in traffic or revenue) is not owed unless expressly agreed in writing.
(2) Contracts are concluded by written acceptance (including by email) of the offer or by the start of service delivery.
§ 3 Performance of services and cooperation by the Client
(1) The Contractor provides the services in accordance with the current state of industry-standard practice. The Contractor is entitled to use carefully selected subcontractors for performance.
(2) Search engines and AI systems are subject to ongoing changes by their operators. The Contractor is not liable for changes in rankings or visibility that are attributable to algorithm changes, actions of third parties or actions of the Client.
(3) The Client provides all necessary information, content, and access (e.g., CMS, analytics, Search Console, ads accounts) in a timely manner and names a technically competent contact person. Delays caused by a failure to cooperate are not attributable to the Contractor.
§ 4 Remuneration and payment terms
(1) Remuneration is based on time spent (day or hourly rate) or as an agreed flat fee or monthly retainer — as per the offer. All prices are exclusive of statutory value added tax.
(2) Invoices are payable within 14 days of receipt without deduction. Retainers are invoiced monthly in advance; documented additional effort is invoiced based on time spent.
(3) Travel costs and expenses for agreed on-site appointments are charged at actual cost unless otherwise agreed.
(4) In the event of default in payment, the statutory provisions apply (Section 288 BGB).
§ 5 Appointments, rescheduling, termination
(1) Agreed appointments (e.g., workshops) can be rescheduled free of charge up to 5 business days in advance; thereafter, costs already incurred that cannot otherwise be utilized may be charged.
(2) Ongoing retainer contracts can, unless otherwise agreed, be terminated with 4 weeks' notice to the end of a month. The right to extraordinary termination for good cause remains unaffected.
(3) Terminations require text form.
§ 6 Rights of use
(1) Upon full payment, the Contractor grants the Client the non-exclusive rights of use required for the purpose of the contract to the work results created (concepts, analyses, texts, reports).
(2) Methods, templates, tools, and know-how used by the Contractor remain the Contractor's intellectual property.
(3) The Contractor is entitled to name the Client as a reference after the project has been completed, unless the Client objects.
§ 7 Confidentiality
Both parties undertake to treat all confidential information of the other party obtained in the course of the cooperation as confidential and to use it only for the purposes of the contract. This obligation continues beyond the end of the contract for a period of three years.
§ 8 Liability
(1) The Contractor is liable without limitation for intent and gross negligence and for injury to life, body, or health.
(2) In the case of simple negligence, the Contractor is only liable for breach of essential contractual obligations (cardinal obligations), limited to the typical, foreseeable damage, but at most to the amount of the order value of the last 12 months.
(3) Liability for indirect damage, lost profit and data loss is — to the extent permitted by law — excluded. Liability under the German Product Liability Act remains unaffected.
(4) The Client is responsible for the legal admissibility of the content provided or approved by the Client (e.g., under competition, trademark or regulatory law).
§ 9 Data protection
The parties observe the applicable data protection provisions. To the extent that the Contractor processes personal data on behalf of the Client in the course of service delivery, the parties conclude a data processing agreement pursuant to Art. 28 GDPR.
§ 10 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) The place of jurisdiction for all disputes arising from and in connection with the contractual relationship is — where permissible — Frankfurt am Main.
(3) Should individual provisions of these T&Cs be or become invalid, the validity of the remaining provisions remains unaffected.