General terms and conditions

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General Terms and Conditions of eology GmbH

§ 1 Scope

1. eology GmbH, represented by its managing directors Daniel Unger and Axel Scheuering, Spitalstraße 23, 97332 Volkach, Germany – hereinafter referred to as “eology” – is an online marketing agency specializing in search engine marketing.
2. the following terms and conditions conclusively govern the contractual relationship between eology and the respective customer and apply exclusively. Any terms and conditions of the Customer that conflict with or deviate from these Terms and Conditions will not be recognized unless eology has expressly agreed to them in an individual case. These General Terms and Conditions also apply to future contracts between the parties, even if no express reference is made to them at the time the contract is concluded.
3. These Terms and Conditions apply only to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Accordingly, an entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity. By submitting a declaration of intent aimed at the conclusion of a contract, the Customer warrants that he is an entrepreneur or submits a declaration of intent as a person authorized to represent an entrepreneur or company. eology is entitled to demand suitable proof of the Customer’s entrepreneurial status at any time. If the entrepreneur is a natural person, he/she must be of full age and have unlimited legal capacity.
4. all prices quoted by eology are net prices plus the applicable statutory value-added tax.
5. in the event of conflicts within the contractual relationships between the parties, the following order of precedence shall apply:
   1. individual agreements
   2. these general terms and conditions
   3. the statutory provisions.
6. the contractual language is german.

§ 2 Changes

eology reserves the right to amend the General Terms and Conditions at any time without stating reasons and within a reasonable period of notice. eology will notify the Customer by email of the planned amendments and set a reasonable deadline for the Customer to accept or reject the amendment. If the Customer does not object to the amended terms and conditions within the period set by eology, the amended terms and conditions will be deemed accepted. If the Customer objects to the amended terms and conditions within the deadline, then both parties to the contract are entitled to terminate the contract at the point in time at which the amended General Terms and Conditions are to enter into force. eology will inform the Customer of these legal consequences in the notice of amendment.

§ 3 Conclusion of contract

1. All offers made by eology are subject to change without notice and are non-binding, unless the offer is expressly designated as binding by eology in text form.
2. The contract is concluded by mutual signature of the contract or the order confirmation in text form by eology.

§ 4 Subject matter of the contract, scope of services

1. eology provides services in the areas of search engine optimization (consulting), paid advertising, content creation and content outreach, and holds seminars and workshops in these areas.
2. The subject matter of the contract and the scope of eology’s services are set forth in the contract or the written order confirmation. eology provides its services in accordance with the current state of the art.
3. eology merely provides services, so that no success is owed.
4. Insofar as a certain number of links is owed under the individual agreement, this obligation relates only to the one-time publication of the link on the WWW and not to making the link permanently publicly accessible. The service of eology is fully rendered when the links have been bindingly agreed upon with the webmaster/domain owner etc.. This bindingness is based on a confirmation by email and can also be based on a confirmation by telephone or via a social media platform. Thereafter, eology has the right to immediately and completely charge for its efforts.
5. eology does not guarantee the customer any specific positions, traffic or inclusion of the customer’s website in directories due to its dependence on search engines.
6. eology is not obligated to check whether the services commissioned by the Customer violate the rights of third parties, in particular trademark rights and copyrights, unless eology is aware of this or is grossly negligent in not being aware of it. In particular, it is the responsibility of the Customer to
   • to check the keywords used by eology for him in his Paid Advertising account (Google Ads, Microsoft Advertising, Facebook Ads and comparable services) for legal admissibility using the change log at regular intervals, but no later than every 4 weeks.
   • To check the texts created by eology for legal admissibility, in particular for infringements of trademark, competition and copyright law and other third-party rights. If the Customer releases the texts created, the Customer assumes liability for the texts and in this respect releases eology from any liability.
7. Unless otherwise contractually agreed, the Customer will provide the media budget (click budget) for a pay-per-click campaign directly to the PPC provider.
8. It is at eology’s discretion whether it uses bid management software in the campaigns and from which providers it obtains such software.
9. eology is always entitled to engage third parties, in particular subcontractors, for services.
10. Unless otherwise expressly agreed, eology is also entitled to work for customers in the same or similar industries. In this respect, there is no exclusivity and/or protection against competition for the Customer. The customer is aware that eology may also manage websites of direct or indirect competitors of the customer, using similar or identical search terms for optimization in the search engines, and that certain keywords and backlinks may thus be used for several customers.
11. eology is entitled to name the customer as well as projects carried out with the customer as a reference.

§ 5 Obligations of the customer

1. The Customer is obliged to provide its data completely and truthfully upon conclusion of the contract. Should any changes occur, these must be communicated to eology without delay. In particular, the Customer is also obligated to inform eology prior to any programming changes or changes to the information architecture of the website and to clarify with eology to what extent these will have a negative impact on eology’s services. If this is the case, these changes may not be made by the Customer.
2. The Customer is also obligated to support eology in the provision of its contractual services, in particular to perform all necessary acts of cooperation, such as providing information and data material in a timely manner. In particular, the following applies:

• As long as eology is commissioned with search engine advertising, the Customer shall grant eology access to the Paid Advertising account (Google Ads, Microsoft Advertising, Facebook Ads and comparable services).
• When implementing a text project, eology will suggest keywords to the Customer for which the texts will be search engine optimized. These will be made available to the Customer in text form. The Customer has two weeks from receipt of these keywords to reject the keywords and/or suggest new keywords. If the Customer does not respond within this period, these keywords will be deemed approved and eology may use these keywords as the basis for the text project.
• Insofar as eology requires approval from the Customer for texts created by them & proposed domains/websites for content outreach (link marketing/link building/content marketing), eology will send these to the Customer with a request for approval. The customer has two weeks from receipt of these texts to reject the texts and/or propose new texts. For Content Outreach, the Customer has a total of 5 business days to approve eology’s proposals. If the Customer does not respond within this period, these texts and domain proposals will be deemed to have been approved and eology may use or further edit them.

When eology carries out optimization measures, it may be necessary for the Customer to make far-reaching technical changes to his website. In this case, the Customer must ensure that the measures proposed by eology are properly implemented. If the Customer fails to comply with his obligations to cooperate, eology is nevertheless entitled to invoice for the agreed services.

If the Customer fails to comply with his obligations to cooperate despite having been given a reasonable period of time to do so, eology is entitled, after fruitless expiry of the deadline and prior notice, to terminate the contract without notice. In this case, eology is entitled to demand payment of the remuneration accrued up to that point in time. Further claims for damages remain unaffected.

3. eology must be notified immediately by the Customer in the event of website failures or lack of availability of the URL ́s to which the advertisements link. eology shall not be liable for any damages incurred as a result thereof. Furthermore, in such cases, eology is entitled to compensation payments for lost commissions, insofar as commission-based billing models have been agreed between the parties.

4. the customer warrants that it holds the corresponding rights of use to all documents, data, images, texts and other content that it makes available to eology for the purpose of fulfilling its contractual obligations and grants eology the necessary rights of use for the performance of its contractually agreed services.

5. the Customer is also obligated to use the services and/or products of eology only for the contractual purposes.

6. the Customer is obligated to regularly back up his settings and data to the extent that these obligations do not lie with eology according to the nature and scope of the respective contract.

§ 6 Time of performance, delays

1. Performance times are always non-binding, unless they have been designated as binding by eology in text form.
2. The agreed performance times will be extended by the period and a reasonable start-up period after the end of the impediment to performance during which eology is prevented from providing its services through no fault of its own. Such circumstances include, but are not limited to, force majeure, labor disputes and failure of the Customer to cooperate.
3. Reminders and setting of deadlines by the Customer must be made in writing. A period of less than 2 weeks is unreasonable, unless there is a special urgency.

§ 7 License Terms

1. Subject to the condition precedent of the fulfillment of all payment obligations under § 9 (payment 100%), eology grants the Customer the rights of use necessary in accordance with the purpose of the contract with respect to the work created. The customer receives a temporally and spatially unlimited, non-exclusive right of use.
2. The Customer undertakes not to remove copyright notices and proprietary notices of eology.
3. eology points out that, in the case of various image databases, use of the photos by the Customer is only permissible if eology transfers the license to the respective photo. eology accordingly grants the Customer, subject to the condition precedent of fulfillment of all payment obligations under § 9 (payment 100%), the rights of use necessary in accordance with the purpose of the contract with respect to the work created. The grant is made to the legally permissible extent on the basis of the license terms of the respective provider, which eology will name to the Customer. The customer undertakes to comply with these terms and conditions and to indemnify eology against all claims in the event of a justified claim by third parties based on a breach of this condition.

§ 8 Term of contract, termination

1. If the contract term is more than one month, the contract shall be concluded with the term agreed in the offer or the order (e.g. three, six, twelve months or a term regulated differently in the contract) and can be terminated by both parties by declaration in text form with a notice period of 4 weeks to the end of the term. If the contract is not terminated in time to the end of the term, it will be automatically renewed again and again for the contractually agreed term with the same conditions until a notice of termination is given with the above-mentioned notice period.
2. The right of the parties to extraordinary termination without notice for good cause shall remain unaffected. § Section 627 BGB shall not apply.

§ 9 Remuneration, payment

1. The remuneration to be paid by the customer results from the contractual agreement and is due for payment upon invoicing, unless otherwise agreed. Missing reporting, missing proof of activity or missing link export do not entitle the customer to withhold payment.
2. If advance payments have been agreed, these are due on the first of each calendar month, unless otherwise agreed in text form.
3. The customer shall bear the travel costs for on-site appointments. Trips by car will be charged with 0,30 € /km net, trips by Deutsche Bahn will be charged with Bahncard 25, 1st class. Cab rides to and from the train station will be charged with voucher. Flights and/or overnight expenses will be discussed with the customer in advance and must be approved by the customer.
4. eology is only obligated to make media purchases to the extent of the advance payments made by the customer. eology is, however, entitled to exceed the total media budget agreed in the respective contract term by up to 10% on a term-average basis.
5. Should eology receive refunds from search engine operators, these will be offset against invoices already due or future invoices.

§ 10 Liability

1. eology assumes no liability that the services provided by it will lead to the success sought by the Customer.
2. eology shall have unlimited liability for damage caused intentionally or by gross negligence, in the event of fraudulent concealment of defects, in the event of the assumption of a guarantee of quality, for claims based on the Product Liability Act and for injury to life, limb or health.
3. For other damages, eology is liable only if an obligation is breached, the fulfillment of which is a prerequisite for the proper performance of the contract and the observance of which the Customer may regularly rely on (cardinal obligations) or if the risk is one that eology alone can control.
4. In the cases of para. 3, liability is limited to the typically foreseeable damage.
5. In all other cases, liability is excluded.
6. The above limitations of liability also apply to eology’s vicarious agents.

§ 11 Non-solicitation

1. The contracting parties are prohibited from directly or indirectly employing employees (whether salaried or freelance) of the respective other contracting party or employees of a company affiliated with the respective other contracting party within the meaning of Section 15 of the German Stock Corporation Act (AktG) as employees during the term of the project and for a period of 3 years after termination of the cooperation, or from placing orders with such employees, insofar as they are self-employed, unless the written approval of the other contracting party has been obtained.
2. Should one of the contracting parties violate one of the prohibitions described in more detail in paragraph 1, it shall owe lump-sum damages in the amount of € 50,000.00 for each case of violation. The other contracting party shall be entitled to prove that a lesser damage has been incurred.

§ 12 Final provisions

1. These Terms and Conditions shall be governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. If the parties are registered traders, the city of eology’s registered office is agreed as the place of jurisdiction for all disputes arising from or in connection with the present contract.
3. Should one or more clauses of these Terms and Conditions be invalid in whole or in part, this shall not affect the validity of the remaining provisions.

Status: 97332 Volkach, 15.10.2020