General Terms and Conditions of SEO Galaxy GmbH,
hereinafter referred to as SEO Galaxy GmbH.
§ 1 Scope of application
1.1 These General Terms and Conditions (GTC) apply to all business relationships between SEO Galaxy GmbH (hereinafter referred to as the “Contractor”) and its customers (hereinafter referred to as the “Client”), unless otherwise agreed in writing.
1.2 Deviating or supplementary terms and conditions of the Client shall only apply if the Contractor has expressly agreed to them in writing.
1.3 The GTC shall also apply to future business relationships, even if they are not expressly agreed again.
§ 2 Services
2.1 The Contractor offers services in the field of search engine optimization (SEO), search engine marketing (SEA) and related services. The exact services, including one-off or ongoing services, are regulated in the respective contract or offer between the parties.
2.2 One-off services may include, among other things, the performance of an SEO or SEA audit, keyword research or the setup of technical tools, as well as other agreed services according to the offer.
2.3 Ongoing services include the continuous optimization of websites (on-page and off-page SEO), the management of Google Ads campaigns or other ongoing support.
2.4 The Contractor owes no guarantee of success, as the success of the services depends on numerous external factors. In particular, external influences such as algorithmic changes in search engines, market and competitive conditions, changes in user behavior or technical limitations on the part of the client can influence the success of the measures. However, the Contractor undertakes to provide the services to the best of its knowledge and belief and using recognized methods and best practices. The client acknowledges that a specific result cannot be guaranteed and that the contractor only owes the provision of the agreed service.
2.5 The Contractor is entitled to use third parties as subcontractors to fulfill the contract without having to inform the Client. This applies in particular to specialized service providers or freelancers whose expertise contributes to the proper performance of the services.
§ 3 Obligations of the client to cooperate
3.1 The client undertakes to provide all necessary information, access and documents in good time, in full and in the agreed form, which are required for the proper performance of the agreed services. This includes in particular technical specifications, access data, content such as texts, images or videos as well as information on relevant target groups, strategic objectives or other factors relevant to the project. The client warrants that all data and content provided is free of third-party rights and complies with legal requirements.
3.2 Delays or additional expenses caused by incomplete, incorrect or late provision of information or access shall not be borne by the Contractor. In such cases, the Contractor shall be entitled to extend the agreed deadlines appropriately and to invoice any additional expenses incurred separately. The Client shall be responsible for all costs and delays resulting from this.
3.3 The client is responsible for the technical functionality and maintenance of its website, including the necessary server capacities, security precautions and updates. The client is also obliged to provide the agreed advertising budget on time and in full in the relevant platforms (e.g. Google Ads, Meta Ads). If the advertising budget is not available or not available on time for reasons for which the client is responsible, the contractor shall not be liable for any resulting delays or non-fulfillment of the agreed services.
3.4 The Contractor undertakes to treat access data to the accounts or platforms provided securely and confidentially. The access data shall be used exclusively for the performance of the contractually agreed services and shall not be made accessible to unauthorized persons. Should the Contractor become aware of any unauthorized access or misuse of the access data, it undertakes to inform the Client immediately and to take appropriate joint measures to secure the data. However, the Client shall remain responsible for regularly changing and securely storing the access data.
§ 4 Contract term and termination
4.1 The contract term and the notice periods are set out in the respective contract.
4.2 Notices of termination must be in writing in order to be effective. The written form requirement is also met by sending notice of termination by email to kuendigung@seo-galaxy.info, provided that the notice of termination is clearly formulated and contains the necessary information such as the contract number and termination date. The Contractor shall confirm receipt of the termination in text form in order to ensure its effectiveness.
4.3 If the contract is not terminated in due time, it shall be automatically extended for the period specified in the contract. During the extended contract term, the same conditions apply as in the original contract, unless the contracting parties agree changes in writing.
§ 5 Remuneration
5.1 The remuneration for the Contractor’s services is set out in the contract or offer.
5.2 Invoices for ongoing services are issued digitally on the 27th of the previous month and are due for payment immediately, unless otherwise agreed. At the same time, the client shall receive notification of receipt of the invoice by e-mail. Audits and other one-off services must be paid in full in advance by the client.
5.3 If the Client defaults on payment, the Contractor shall be entitled to suspend the agreed services until the outstanding amounts have been settled in full. This includes in particular the blocking of access, the suspension of campaigns and the withholding of further services. The Contractor shall inform the Client in advance of the planned suspension of services.
5.4 If the Client fails to meet its payment obligations after the third reminder, the Contractor shall be entitled to commission a debt collection agency to collect the debt or to assign the debt to such an agency. All costs arising from the debt collection procedure shall be borne by the client.
5.5 The client shall be notified of changes to the remuneration due to increased costs or adjustments to the scope of services at least 30 days before they come into effect. The client has the right to terminate the contract extraordinarily if the change is not accepted.
§ 6 Liability
6.1 The Contractor shall only be liable for intent and gross negligence.
6.2 The amount of liability is limited to the agreed remuneration of the corresponding contract.
6.3 The Contractor shall not be liable for losses or damages caused by external factors, such as changes in search engine algorithms or events beyond the control of third parties.
6.4 The Contractor shall not be liable for the legality, accuracy or appropriateness of the content, keywords or landing pages provided by the Client. The client is solely responsible for ensuring that the materials provided comply with the applicable legal provisions and the guidelines of the respective platforms. The Contractor is not obliged to check the legality or content of this content.
6.5 The Contractor accepts no liability for loss of revenue, loss of profit or other indirect damage suffered by the Client as a result of delays, non-performance or inadequate results of the services, unless such damage was caused by intentional or grossly negligent conduct on the part of the Contractor.
6.6 The client undertakes to indemnify the contractor against all third-party claims arising from the use of content, keywords or target pages provided by the client. This applies in particular to claims arising from copyright, trademark, competition or data protection law.
§ 7 Confidentiality and copyright
7.1 Both parties undertake to treat all confidential information that becomes known in the course of the cooperation as strictly confidential and not to disclose it to third parties, unless disclosure is necessary for the fulfillment of the contract or is required by law. Confidential information includes, in particular, business, technical, financial and personal data that is not publicly accessible. This obligation also applies beyond the end of the contract for a period of three years.
7.2 All materials created by the Contractor, such as campaign structures, advertisements, templates (in particular website maps), strategy documents, reports or other work results, are subject to the Contractor’s copyright. Reproduction, forwarding, publication or other use of these materials by the client or third parties is prohibited without the prior written consent of the contractor. In the event of infringements, the Contractor reserves the right to take legal action and assert claims for damages.
7.3 The Client warrants that it will not use any information, methods or materials provided by the Contractor for its own commercial purposes, unless this is expressly regulated in the contract. The client is also prohibited from copying the campaigns or structures developed by the contractor or passing them on to competitors.
§ 8 Data protection
8.1 The Contractor shall process the Client’s personal data exclusively within the framework of the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). The processing is carried out exclusively for the purpose of fulfilling the contractually agreed services. The client shall ensure that all data provided by it has been collected and processed in accordance with the law.
8.2 A data processing agreement (DPA) in accordance with Art. 28 GDPR will be provided as a separate annex to the contract at the request of the client or if required by law. The DPA sets out the precise obligations and rights of the parties in connection with the processing of personal data. The Client undertakes to inform the Contractor in good time whether and to what extent such an agreement is required.
8.3 The Contractor shall take appropriate technical and organizational measures to ensure the security of the processed data and to protect it from unauthorized access, loss or misuse. In the event of a breach of the protection of personal data, the Contractor shall inform the Client immediately and take joint measures to limit the damage.
8.4 The Client shall be responsible for compliance with the provisions of data protection law vis-à-vis third parties, in particular vis-à-vis end customers or other data subjects whose data is processed in the course of the collaboration. The Client shall indemnify the Contractor against all third-party claims resulting from a breach of these obligations.
§ 9 Final provisions
9.1 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
9.2 The place of jurisdiction and place of performance shall be the Contractor’s place of business if the Client is a merchant, a legal entity under public law or a special fund under public law.
9.3 Should individual provisions of these GTC be or become invalid, the remaining provisions shall remain unaffected. In this case, a provision shall apply that comes closest to the economic purpose of the invalid provision.
9.4 Amendments or additions to these GTC must be made in writing. This also applies to the amendment of this written form clause.
