§ 1 GENERAL
The terms and conditions apply for all business relationships over at www.seo-nerd.com/www.seo- nerd.com, between seo-nerd, Mr Matthias Schmeisser, Karl-Marx-Strasse 108, 12043 Berlin (hereinafter “seo-nerd”) and his customers for the version valid at the point of time of contracting. Contradicting terms and conditions of the customer are hereby clearly disagreed with.
b) Contract agreement
Contractual language is German and English. In the event of contradictions, the wording of the German version is binding. Customers for the purpose of these terms and conditions are exclusively company owners in the purpose of § 14 BGB.
c) Later changes of terms and conditions
seo-nerd is entitled to adjust and complement the terms and conditions against existing business relationships, when changes in laws or acts demand it or other circumstances lead to the equivalence relationship having not non-circumstantial changes. A later change of the terms and conditions is valid if the customer does not disagree to it six weeks after being notified of the change. seo-nerd will clearly inform the customers at the start of the time interval that not disagreeing to it will be interpreted as agreeing to the changes and will provide sufficient opportunity to give a clear statement during this time interval. If the customer disagrees to it within the stated period, seo-nerd as well as the customer can terminate the contract extraordinarily without notice.
d) Conclusion of Contract for Individualised Orders
SEO orders or other individualised orders are the result of an individually submitted application followed by an acceptance of order. The customer sends the seo-nerd a customer request with a description of their homepage first. seo-nerd sends the customer an offer, provided that seo-nerd wishes to accept the order. This offer can then be accepted by the customer within two weeks. If the customer changes the offer it is considered a new customer request to the seo-nerd, which he can reply to with a new offer, again. The contractual text is not specially stored by seo-nerd, but results from the order and its acceptance.
§ 2 Service
a) Description of service
seo-nerd optimises the website(s) of the customer. The optimisation is conducted by using OnPage and OffPage optimisation measurements and can lead to an increased visibility and better rankings on the internet, especially on the search engine result page of Google.
b) Obligation to Produce Proof
Because of internal company secrets and exclusive knowledge, seo-nerd is not obliged to produce proof in terms of the used and performed measurements for optimising the site.
c) Observance of Confidentiality
seo-nerd will use the access to details transferred for fulfilling the contract for that exact purpose only and will not give the data to any third parties. seo-nerd and his employees assert confidentiality at all times.
d) Partial services
Deferrals in services as a result of force majeure and as a result of extraordinary and unforeseeable events, which cannot be prevented despite all possible care taken by seo-nerd (these include strikes in particular, court possession orders and cases of not rightful or not legal self-supply despite pertinent hedging transaction), the seo-nerd does not have to defend. They allow seo-nerd to defer the service by the duration of the preventing event. In cases of unavailability because of aforementioned reasons the seo-nerd can terminate the contract. seo-nerd is obliged to inform the customer about the unavailability immediately and to refund any already performed consideration.
§ 3 Payment
b) Late payments
The customer performs a late payment when he or she does not pay within two weeks after receiving the invoice. In case of a late payment, interest of 9% above the basic interest rate of the European Central Bank is due. If the customer continues to be late with their payments seo-nerd has the right to invoice late payment fees of 2.50 Euro. The enforcement of a compensation beyond this, especially of a default fixed rate, according to § 288 section 5 clause 1 BGB remains notwithstanding.
In the case of a customer defaulting their payments for more than two months, seo-nerd has the right to terminate the contract without notice. He also has the right to demand and sue any unpaid amounts and additional costs resulting from this, plus 50% of the amount that would have been due up to the original expiration of contract as compensation.
d) Right of Retention
The enforcement of a right of retention the customer is only eligible of for counter-claims that are due and are founded on the same, lawful relation as the duty of the customer.
e) SEPA-Payments and Pre-Notification
Invoices can be paid via the SEPA direct debiting system. For this, the customer gives seo-nerd a corresponding mandate (SEPA basis mandate or if possible a SEPA business mandate). If invoices of deliveries and services are paid over the SEPA basis direct debiting system, the customer receives a pre-notification of the direct debit. The time limit for the pre-notification is shortened for B2B SEPA direct debits to one day. For CORE, the standard direct debit, the time limit is shortened to five days for a first direct debit (FRST)/one-off direct debit (OOFF), and the recurring direct debit (RCUR) to two days. The customer vouches for the account having enough funds. Costs from non-payment or a negative booking operation of the direct debit are carried by the customer, unless the non-payment or negative booking operation is caused by seo-nerd.
§ 4 CUSTOMER RESPONSIBILITY
a) Content of the Customer Order
For content and correctness of the transferred data and information of a customer order the customer alone is responsible for. He or she is obliged to transfer no data violating rights of third parties or existing laws. The customer certifies to have followed the all copyrights when sending data to seo-nerd.
The customer indemnifies seo-nerds from all demands that are made by third parties as a consequence of such violations. This also includes the refund of costs when legal representation becomes necessary.
c) Data storage
For storing the transferred information, the customer is responsible for as well. seo-nerd cannot be hold responsible when transferred information of the customer gets lost, since seo-nerd does not take any responsibility for a general data storage guarantee.
d) Duty to Collaborate
The customer has to deliver necessary collaborative performances as agreed in the contract, so that seo-nerd is able to deliver the contractual service. Especially, the customer has to inform seo-nerd about their projects and website comprehensively, so that suitable keywords can be found.
The customer is obliged to keep all business secrets shared or made knowledgeable to them labelled as private information disclosed. This is particularly the case for information related to search habits and information technology of search engines.
§ 5 CONTRACTUAL PERIOD AND TERMINATION
The minimum contract duration is 6 months. The contract can be terminated by any of the two parties within a notice period of two months before the expiration of contract. If no respective or a late notice is received, the contract renews itself automatically for another 6 months. The termination has to be in written form. seo-nerd will confirm the termination by the customer immediately after receiving it. The right for a termination without notice for exceptional reasons remains inviolate from this.
§ 6 COPYRIGHTS
The customer is obliged to follow the prevailing copyrights of the services offered by seo-nerd and other third parties for their websites and to obtain the expressed consent for utilisation, use and enjoyment from the rightholder.
§ 7 LIABILITY
a) Disclaimer of Liability
seo-nerd as well as its legal representative and vicarious agent are only liable for deliberate action and gross negligence within following clause. In the case of slight negligence liability is only accountable in the case of violating considerable contractual obligations, thus obligations whose observance is of significance for achieving the purpose of the contract. Therewith the liability is limited to the foreseeable, actual average damage typical for the contract. seo-nerd is liable in the case of a grossly negligible violation of non-essential contractual obligations only for the amount of the foreseeable, actual average damage typical for the contract, as well.
b) Liability Caveat
The above disclaimer of liability does not affect the liability for damages from injury to life, limb or health. The legal regulations of the product liability act also remain notwithstanding from the liability disclaimer.
§ 8 MENTION AS REFERENCE
seo-nerd has the right to include customers and the affiliated mother company on their own reference list on the Internet website or other advertising material, and to publish the name of the company and the company’s label (logo), as well as screenshots of the Internet site and changes of visibility tracks and other KPIs serving as an illustration of success.
§ 9 FINAL CLAUSES
a) Place of Jurisdiction
As exclusive place of jurisdiction for all legal disputes concerning the contract the registered office of seo-nerd in Berlin is stipulated, as long as the customer is either a merchant, a corporate body under public law or of public separate estate or as long as the customer has no place of jurisdiction in the Federal Republic of Germany.
b) Choice of Law and Jurisdiction
Unless barred by mandatory provisions of law according to the customer’s right of domicile, German Law is applied under exclusion of the UN Convention on Contracts for the International Sale of Goods.
c) Severability Clause
The nullity of single regulations does not affect the legal force of the remaining terms and conditions.