§ 2 Subject matter of the contract, provision of services, use or implementation of service results

(1) The services to be provided to support the customer in terms of type, location, time and scope of the services are included and defined in the respective individual assignment and/or project contract — hereinafter also referred to as just the contract. In the event of discrepancies between the content of the contract and these general terms and conditions, the regulations agreed in the contract shall prevail.

(2) The customer is not entitled to the provision of services by certain employees from us. At our discretion, we may commission employees or third parties to provide services in whole or in part.

(3) We provide services, in particular services related to the Internet, marketing on the Internet and applications, to the customer. The use or implementation of the results of our services by the customer is not the subject of the contract. In the same way, a specific success, in particular in financial or economic terms, is not the subject of the contract, unless and to the extent that it is expressly agreed in a contract with us, at least in text form.

§ 3 Offer - Offer documents

(1) All own offers are generally subject to change and non-binding and represent only an invitation to submit a binding offer to the customer, unless otherwise expressly stated in their own declaration.

(2) If the order from the customer qualifies as an offer in accordance with Section 145 BGB, we can accept this within 2 weeks. Acceptance can also be made by sending an order confirmation, sending an invoice or providing the service to the customer.

(3) We reserve ownership and copyrights to illustrations, drawings, calculations and other documents. This also applies, and in particular, to documents sent to the customer in text form or in writing, which are described as “confidential”. Before passing them on to third parties, the customer requires our express consent in writing.

§ 4 Customer's obligations to cooperate and refrain

(1) The customer will provide us with all information, resources, evidence and documents required to provide the services, including access to systems, premises and people — hereinafter referred to as customer information — completely, correctly and in a timely manner and free of charge. This applies in particular to customer information that only becomes known to us while we are working.

(2) The customer is responsible for the accuracy and completeness of the customer information provided to us. We are not obliged to check customer information for accuracy and completeness, unless this is expressly agreed upon. At our request, the customer will confirm in writing the accuracy and completeness of the customer information provided by him.

(3) The customer guarantees that the customer information provided by him does not conflict with copyright and/or other rights of third parties, in particular that this customer information does not infringe such third-party rights. In these cases, the customer releases us from any claims by third parties due to the infringement of the above rights upon first request.

(4) The customer undertakes to do so to us and assumes responsibility for ensuring that his employees and/or other vicarious agents comply with the obligations incumbent on us.

(5) The customer appoints a qualified contact person who can make binding decisions for the customer during the execution of the contract. This contact person is responsible for all management decisions in connection with our services, for implementing the results of our services and for deciding to what extent the services are suitable for the customer's purposes.

(6) The customer undertakes not to violate the above regulations. Furthermore, the customer undertakes to refrain from anything that could jeopardize the independence of our employees. In particular, the customer undertakes to refrain from offering our employees offers for employment, offers for other assignments on their own account or a similar contractual relationship.

§ 5 Remuneration — terms of payment

(1) The remuneration for our services is based on the respective individual contract.
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(2) We are entitled to further additional remuneration insofar as the customer entrusts us with the performance of further activities not included in the previous contract. The daily or hourly rates agreed in the previous contract, in particular included there, are decisive for determining the amount of this additional remuneration. If no daily or hourly rate has been agreed there, the following daily or hourly rates are agreed:
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net euro 1,600.00 per man-day (8 hours per employee per workday worked) or net euro 200.00 per hour
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The additional remuneration agreed above in accordance with these regulations is understood as well as the other remuneration plus statutory value added tax (VAT). The customer undertakes to pay this additional fee.
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(3) We are entitled to demand appropriate advances on our remuneration and reimbursement of expenses. We are also entitled to make the provision of our service and the transfer of work results dependent on the full payment of our compensation claims.
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(4) We are entitled to perform or provide outstanding services only against advance payment or provision of security if, after conclusion of the contract, we become aware of circumstances which are likely to significantly reduce the creditworthiness of the client and which jeopardize the payment of our outstanding claims by the client arising from the respective contractual relationship (including from other individual orders for which the same framework agreement applies).
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(5) Insofar as we are prevented from properly providing services due to circumstances that are attributable to the customer's sphere of responsibility, we are entitled to appropriate compensation. In particular, there is an impediment to the provision of services by us if an agreed on-site presence day has to be cancelled or postponed due to circumstances within the customer's sphere, e.g. due to technical problems with the customer, or because information and/or documents requested by us from the customer are not provided by the customer on the agreed date - and we learn of this less than 5 working days before the appointment.
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In turn, the remuneration agreed in the contract, in particular the daily or hourly rates agreed there, is decisive for determining the amount of such compensation. If no daily or hourly rate has been set there based on the fee model, a daily or hourly rate in accordance with paragraph (2) above is decisive. If an agreed local appointment has to be cancelled or postponed due to circumstances within the customer's sphere, the costs of trips and overnight stays already booked must be reimbursed in addition. Both contracting parties are entitled to prove a higher or lower claim for compensation or compensation.
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(6) If the customer defaults on accepting the services offered by us or fails to cooperate in accordance with § 4 or otherwise, we are entitled to terminate the contract without notice and with threat of termination. Our claim for reimbursement of additional costs and any damage suffered by us as a result of the delay or failure to cooperate by the customer remains unaffected, even if we do not make use of the right of termination. With regard to lost profit, the damage is determined in accordance with the previous paragraph (5) in conjunction with the previous paragraph (2).

(7) Statutory sales tax (VAT) is, unless expressly stated otherwise, not included in our prices; it is shown separately on the invoice at the statutory rate on the date of invoicing.
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(8) We are entitled to assign claims arising from the business relationship, in particular our payment claims, to third parties.
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(9) The deduction of cash discounts requires a special agreement in writing.
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(10) Unless otherwise stated in the order confirmation, the remuneration (the price) for our services is due net, i.e. without deduction, within 14 days from the date of the invoice. The legal rules regarding the requirements and legal consequences of late payment apply.
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(11) In the event of default in payment by the customer, the statutory regulations apply, in particular default interest of 9% p.a. above the respective base interest rate p.a. We reserve the right to claim higher damages due to delay. In the event that we claim higher default damage, the customer has the opportunity to prove to us that the claimed damage caused by default was not incurred at all or was at least significantly lower.
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(12) The customer is only entitled to offsetting rights if his counterclaims are legally established, undisputed or recognized by us. In addition, he is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 6 Scope of services and period of service

(1) The start of the service period specified by us requires receipt of all information and documents required for the execution of the order, receipt of any agreed down payments or advance payments and the prior clarification of all organizational and technical issues.
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(2) Unless expressly stated otherwise, specified performance dates are only expected performance dates, which may change at short notice. Such performance dates are only binding for us if they are expressly confirmed by us as binding.
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(3) Compliance with our performance obligation also requires the timely and proper fulfilment of the customer's obligation. In particular, should a customer fail to meet his payment obligations, we are entitled to refuse payment in whole or in part until the amounts due or security deposit have been paid. We reserve the right to plead that the contract has not been fulfilled.
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(4) If the customer defaults on acceptance or culpably breaches other obligations to cooperate, we are entitled to demand compensation for the damage we incur in this regard, including any additional expenses. Further claims or rights remain reserved. For his part, the customer has the right to prove that the amount of damage claimed was not at all or at least significantly lower.
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(5) If the requirements of paragraph (4) are met, the risk of impossibility of provision of services or accidental loss or accidental deterioration of the services to be provided by us is transferred to the customer at the time at which the customer is in default of acceptance or debtor.
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(6) We are liable in accordance with statutory provisions insofar as the underlying contract is a fixed transaction within the meaning of Section 286 Paragraph 2 No. 4 BGB or Section 376 HGB. We are also liable in accordance with statutory provisions if, as a result of a delay for which we are responsible, the customer is entitled to assert that his interest in continuing to fulfill the contract has ceased to exist.

(7) Further details of our liability are regulated in § 11 Liability.

§ 7 Place of performance

Unless otherwise stated in the contract, the service is due from our headquarters in Düsseldorf.

§ 8 Customer's rights of use

(1) With the exception of customer information (= information from the customer), all information, consulting and design services, recommendations or other content of reports, presentations or messages that we provide to the customer in fulfilment of the contract — hereinafter work results, are intended exclusively for the purpose of the services and for internal use by the customer.
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(2) The customer is not entitled to disclose work results in whole, in part or as a summary to third parties, including companies affiliated with the customer, or to refer to us in connection with the services.

This does not apply
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• vis-à-vis the client's lawyers if, subject to this prohibition of disclosure, they examine the work results exclusively for the purpose of advising the customer in connection with the services,
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• insofar as the customer is required by law to disclose the work results (the customer must inform us of this — to the extent permitted by law),
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• to other persons or companies, including companies affiliated with the customer, if we have given prior written consent, they have countersigned the information agreement from us and only use the work results within the scope of the consent given.
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Even if the customer is entitled to disclose work results in whole or in part, he is not permitted to make changes, edits or modifications to the work results.
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(3) Insofar as we have to present the results of our work in writing, only the written presentation is decisive in this respect.
Draft versions of a work result are non-binding. They are only used for our internal purposes and/or for coordination with the customer and therefore only represent a preliminary stage of the work result.

§ 9 Exemption from liability

(1) The customer is obliged to indemnify us from all claims by third parties, including those of companies affiliated with the customer and claims for reimbursement of procedural and legal fees, as well as the resulting obligations, damages, costs and expenses on our part, in particular reasonable attorneys' fees, which result from the use of a work result by a third party or because a third party relied on the work result and the transfer directly or indirectly by the customer or at his request has been done. This obligation does not exist if and to the extent that we have agreed in writing that the third party may rely on the work result.
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(2) The customer is obliged to indemnify us from all claims by third parties, including those of companies affiliated with the customer and claims for reimbursement of procedural and attorneys' fees, as well as the resulting obligations, damages, costs and expenses on our part, in particular reasonable attorneys' fees, which result from the customer providing us with intellectual property, in whatever form, e.g. image material, sketches, trademark and/or patent rights, etc. as part of the assignment And we from a third party Claims may be made of the use of this intellectual property, in particular by asserting injunctive, informational and/or compensation claims by the third party against us.

§ 10 Warranty

(1) Warranty claims by the customer require that defects in the services provided by us are immediately reported by the customer. Section 377 HGB applies accordingly.
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(2) In the event of any defects, the customer is initially entitled to subsequent performance by us. The customer must assert the claim for subsequent performance against us in writing immediately after becoming aware of the defect. In the event of failure, impossibility or unreasonableness of subsequent performance or refusal by us, the customer may demand a reduction in the remuneration or withdraw from the contract in accordance with the statutory provisions. The following Section 11 applies to additional claims for damages.
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(3) Obvious inaccuracies, such as clerical errors, calculation errors and formal deficiencies contained in a work result, can be corrected by us at any time — including vis-à-vis third parties. Errors that are likely to question the results contained in a work result also entitle us to withdraw the work result from third parties as well. If this is possible and reasonable, the customer will give us the opportunity to comment in advance in the above cases.
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(4) In case of doubt, only our binding service description in the contract is decisive for the nature and scope of the services to be provided and the agreed nature of the services. Usual, in particular industry-standard, and other reasonable minor deviations in place, time and method of service provision do not represent a defect. Unless otherwise expressly agreed, the services are provided in accordance with industry standards.
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(5) In the event of advice to the customer outside the scope of services owed under the contract, liability for the suitability of the service and/or the object of service exists only if there is a prior express assurance.
(6) If the subsequent performance fails, the customer is entitled, at his discretion, to demand cancellation or a reduction.

§ 11 Liability

(1) We are liable in accordance with statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of an intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
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(2) We are liable in accordance with statutory provisions if we culpably breach an essential contractual obligation; however, even in this case, liability for damages is limited to the foreseeable, typically occurring damage. An essential contractual obligation exists when the breach of duty relates to an obligation that the customer relied on and was also allowed to rely on.
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(3) Liability for property and financial damage based on a negligent breach of a material contractual obligation is limited to EUR 1,000,000.00 per claim. A single claim also exists in the case of uniform damage arising from several breaches of duty. The individual claim comprises all consequences of a breach of duty regardless of when the damage is realized. Repeated action or omission by us based on the same or similar source of error is a uniform breach of duty.
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(4) At the customer's request, a higher liability amount than contained in paragraph (3) above may also be agreed, provided that such an increase is possible with our liability insurer. There is only an increase in the liability amount if this has been expressly agreed in writing between the customer and us.
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(5) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
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(6) Unless otherwise stated above, liability is excluded.

§ 12 Total liability

(1) Liability for damages beyond that provided for in Section 10 and Section 11 above is excluded — regardless of the legal nature of the claim made. This applies in particular to claims for damages arising from fault in concluding a contract, due to other breaches of duty or due to tort claims for compensation for property damage in accordance with Section 823 BGB.
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(2) The limitation in accordance with paragraph (1) also applies if, instead of a claim for compensation for the damage, the customer demands reimbursement of useless expenses instead of payment.
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(3) Insofar as liability for damages against us is excluded or limited, this also applies with regard to the personal liability of our employees, workers, employees, representatives and vicarious agents.

§ 13 Warranty and/or liability for partial services and/or provision of materials by the customer

(1) If deliveries or services, whether tangible goods or intangible rights, in particular partial services, items, materials or rights, are provided by the customer, the full warranty and liability for such services or deliveries, in particular partial services, items, materials or rights, lies solely with the customer.
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(2) The customer guarantees and is liable that such deliveries and services, in particular partial services, items, materials or rights, are suitable and available in good time, as agreed and for the performance of the service in question. If such deliveries and services, in particular partial services, items, materials or rights, are not provided on time by the customer, our service period will be extended accordingly in an appropriate proportion. Except in cases of force majeure, the customer bears the resulting additional costs, in particular for disruptions and/or interruptions to our provision of services.

Section 14 Intellectual Property — Know-How

(1) Irrespective of delivery of the work result, the intellectual property therein, in particular know-how, data, software, samples, tools, analysis models and systems as well as other methods and expertise owned by us, including the improvements developed in the course of service provision or the knowledge acquired, and of all work documents compiled as part of the services, with the exception of customer information reflected in them, remains the property of us stand.
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(2) The customer undertakes to us not to use the intellectual property defined above without our express consent, at least in text form, whether internally or externally vis-à-vis third parties.

§ 15 Retention of title

(1) We reserve title to the services to be provided by us, in particular to the work results to be delivered by us, until all payment claims to which we are entitled from the business relationship have been fulfilled. If the customer acts contrary to the contract, in particular in the event of late payment, we are entitled to withdraw such services, in particular work results. The withdrawal of such services, in particular work results, by us constitutes a withdrawal from the contract. After taking back the work results, we are authorized to sell them; the proceeds from the sale are to be offset against the customer's liabilities — minus reasonable disposal costs.
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(2) We are entitled to assert our rights arising from the retention of title, in particular the withdrawal of the services provided under retention of title, in particular work results, without prior withdrawal from the respective contract.
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(3) We commit to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 20%; it is up to us to select the securities to be released.

§ 16 Industrial property rights and legal deficiencies

(1) If the service is provided by us on the basis of drawings, models, samples, using provided templates, or designs provided by the customer or in accordance with other specifications, the customer is responsible for ensuring that the property rights of third parties in the country of destination of the service are not infringed. We will draw the customer's attention to rights known to us, but we are not obliged to do our own research. The customer releases us from third-party claims upon first request and undertakes to compensate us for any damage we may incur as a result. If we are prohibited from performing, in particular servicing, the goods by a third party on the basis of an intellectual property right to which it is entitled, we are entitled — without examination of the legal situation — to discontinue work until the legal situation has been clarified by the customer and the third party. Should it no longer be reasonable for us to continue the contract as a result of this delay, we are entitled to withdraw.
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(2) The ownership, copyright and, if applicable, industrial property rights, in particular all rights of use and exploitation of the services provided by us or by third parties on our behalf, in particular work results, belong not to the customer, but to us. The customer must immediately hand over these services to us, in particular the underlying documents and documents, including any copies made.
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(3) In the event of other legal deficiencies, Section 10 and Section 11 shall apply mutatis mutandis.

§ 17 Rights to image material

(1) We are exclusively entitled to all rights to images created by us in connection with our provision of services to the customer or otherwise with the contractual relationship between us and the customer, in particular, but not exclusively, to photo and video recordings. This applies in particular to all rights of use, in particular to the rights to reproduce and distribute such image material, including in electronic form.
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(2) This right holder by us also applies in particular to image material on which participants and/or employees of the customer or protected trademarks and/or symbols of the customer can be recognized or seen in the broadest sense. As a precautionary measure, the customer grants us appropriate rights.
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(3) The customer undertakes to us not to use such image material created by us, at least in text form, without our consent, whether internally or externally vis-à-vis third parties.

§ 18 Confidentiality

(1) The contracting parties mutually commit to disclose or otherwise make available the contents of the contract and the other (confidential) documents and information provided under the contract to third parties only with the consent of the other contractual partner. Employees and employees are required to maintain secrecy unless they are already required to do so on the basis of their employment contract.
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(2) The obligation of confidentiality also applies beyond the termination of the contractual relationship.
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(3) Subject to overriding legal confidentiality obligations, however, the contracting parties are permitted to disclose such information insofar as
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- the disclosure is without disadvantage for the other contracting party,
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- the information is publicly known or becomes publicly known without breaching the agreement existing between the parties,
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- after the conclusion of the contract, the recipient received the information from a third party who, to the knowledge of the recipient, is not required to maintain confidentiality with regard to the information vis-à-vis the disclosing party,
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- the information was already known to the recipient at the time of disclosure or was developed independently thereafter,
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- the information is disclosed to the extent necessary to enforce the recipient's rights under the contract,
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- the information must be disclosed due to legal requirements.

(4) Contracting parties are permitted to use electronic media to exchange and transmit information. Such use per se does not constitute a breach of the obligation of secrecy agreed between the parties. The contracting parties are aware that the electronic transmission of information, in particular by e-mail, entails risks.

§ 19 Data protection

(1) As part of the provision of services, we and third parties acting on behalf of us are entitled to process customer information that can be attributed to specific persons — hereinafter personal data. We process personal data exclusively in accordance with applicable law, in particular in compliance with the Federal Data Protection Act (BDSG) and the respective state data protection laws (LDSG). We also oblige all contractors who process personal data on our behalf to comply with these provisions.
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(2) The customer assures that he is authorized to provide us with personal data in connection with the provision of services and that the personal data provided to us has been processed in accordance with applicable law.
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(3) The customer releases us from all claims made by third parties due to breaches of data protection regulations by the customer.

Section 20 Duration and termination

(1) The agreements in the contract, including the provisions in these terms and conditions, apply to the contractual services (including services provided before the contract was signed) regardless of the time of execution.
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(2) The deadlines and modalities of contract termination are based on the agreements in the contract, including the regulations in these terms and conditions.
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(3) The customer is obliged to reimburse us for services completed or services already begun but not yet completed and to reimburse expenses and expenses incurred by us up to the date of termination of the contract.

Section 21 Prohibition of Assignment

An assignment of rights, obligations or claims under the contract is not permitted.

Section 22 Prohibition of offsetting

Offsetting against claims that are not reciprocal is excluded, unless these are undisputed or have been legally established. The same applies to the client's right of withholding with regard to the remuneration to be paid.

Section 23 Names, Logos and Trademarks of the Parties

Neither party is entitled to use or refer to the name, logo or trademark of the other party without their prior consent.

Section 24 Written form

(1) Amendments or additions to the contract must be made in writing to be effective. This also applies to the cancellation, amendment or addition of this written form clause.
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(2) For the contract to be effective, it is sufficient for each of the contracting parties to sign a separate copy of the same document.

§ 25 Jurisdiction — Place of Fulfilment

(1) If the customer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the customer at his place of business — or court of residence.

(2) The law of the Federal Republic of Germany applies; the validity of the UN sales law is excluded.
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(3) Unless otherwise stated in a contract between us and the customer or these terms and conditions, our registered office in Düsseldorf, Germany is the place of performance.

B. Part 2 - Special Part — rankmasters

Rankmasters is a service/product of Blue Department GmbH, for which, in addition, the regulations in B. Part 2 - Special Part — rankmasters are applicable and are valid.

Section 26 Scope B. Part 2 — Special Section — rankmasters

The scope of the rules in B. Part 2 — Special Part — rankmasters These general terms and conditions regulate services provided by us to customers for the purpose of SEO (= search engine optimization) /search engine optimization for websites as set out in the offer and in the following provisions of these terms and conditions.

Section 27 Service packages and prices

(1) The following service packages with the following prices are available:

For some keywords, the above standard service packages are not suitable to achieve the intended purpose of this service, in particular if the selected keyword already has a very high search volume within Germany and per month or, for other reasons, it is already apparent when the contract is concluded that the optimization effort for this keyword must be predicted significantly higher. In this case, we will inform the customer after they have provided the keywords. In this case, the above service packages are not available to the customer in this form and we will inform the customer about this after they have provided the keywords. In such cases, it is then possible to make an individual agreement in accordance with our offer sent to the customer.

(2) All prices mentioned above are net, i.e. plus the applicable statutory value added tax. Billing is monthly. The first payment is due within 3 working days after the conclusion of the contract and then by the third working day after a calendar month. Unless otherwise agreed, the customer will issue a SEPA direct debit mandate to the service provider so that the monthly prices can be collected from the customer by the service provider.

§ 28 Customer obligations to cooperate

The proper provision of services by us requires that the customer fulfills his obligations to cooperate in good time and in full. Such obligations to cooperate are:
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The customer undertakes to the following collaborations:
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• Notification of the keyword (s) selected for optimization
• Notification and available functioning domain and website

The timely fulfilment of these obligations to cooperate takes place upon or immediately after the conclusion of the contract.

Section 29 Commencement, duration, termination

(1) The start of the contract is based on the date in the order confirmation.
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(2) The contract initially has a minimum term of 3 months. The expiry of this minimum period is included in the order confirmation.
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example:
If the order confirmation shows the contract start date on 20/06 of a calendar year, then the minimum period is 3 months until the end of 19/09 of a calendar year.
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(3) After the minimum term, the contract is automatically extended by a further month unless this is terminated by one of the parties with a notice period of one month before expiry of the minimum term or before the end of the next one-month extension period. If there is therefore an automatic extension of one month at a time, there is no termination by either party. Such ordinary termination does not require any reasons for termination.
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(4) The right to extraordinary termination for good cause remains unaffected.

(5) Any termination must be made in writing to be effective.