General Terms and Conditions (GTC)
by
Jennifer Dumler, Timo Fallert GbR - SocialEdge
Schugshofweg 1
77815 Bühl
hereinafter referred to as: Contractor -
Part 1 – General Provisions
1.1 General
These GTC apply to all contracts between the Contractor and the Client. A contract is concluded by the Client’s acceptance of these GTC; no separate written contract is required.
The contract language is German. For the convenience of international customers, the Contractor provides an English translation of these GTC. The German version is solely authoritative and legally binding. In the event of discrepancies or interpretation issues, the German version shall prevail.
The Contractor offers the Client various agency services. The specific scope of services is subject to individual agreements between the Contractor and the Client.
The Contractor does not conclude contracts with consumers or private individuals. The offer is directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB); contracts with consumers will not be entered into.
A right of withdrawal is excluded, as contracts are concluded exclusively with entrepreneurs within the meaning of Section 14 BGB.
The Contractor is entitled to engage subcontractors in its own name and for its own account to perform the required services. Unless otherwise agreed, the Contractor shall remain the sole contracting party of the Client.
Conflicting or deviating terms and conditions of the Client shall not become part of the contract unless the Contractor expressly agrees to them.
By entering into the contract, the Client affirms that they are acting as an entrepreneur within the meaning of Section 14 BGB. The Contractor is not obliged to verify the Client’s entrepreneurial status. Should it become apparent that the Client is in fact a consumer, the Contractor is entitled to terminate the contract without notice.
1.2 Duties of the Client to Cooperate
The Client shall provide all information, access data, and content required for the performance of services fully, accurately, and in a timely manner and shall be responsible for their legal admissibility (e.g., copyright, trademark, competition law).
The Contractor is not obligated to carry out any legal review of the content created or provided (e.g., with respect to competition law, trademark law, mandatory information, or legal admissibility). The legal correctness, completeness, and admissibility of the content is the sole responsibility of the Client.
Delays caused by late cooperation shall not be borne by the Contractor and may be charged as additional effort.
The Contractor shall not be liable in any respect for delays in the implementation of projects resulting from late (necessary) cooperation or provision of materials by the Client; the provisions under the section “Liability/Indemnification” remain unaffected.
If the Client fails to meet its duties of cooperation under this clause, the Contractor may charge the Client for any additional effort incurred (e.g., costs for stock photos and time spent searching for them).
1.3 Use of Artificial Intelligence (AI)
The Contractor is entitled to use artificial intelligence technologies (AI tools) to create content (e.g., text, images, audio, or video) in the course of service delivery. Unless otherwise agreed, all content generated by AI will be reviewed by a natural person after creation and, if necessary, adjusted.
The use of AI tools shall not take place if it is apparent to the Contractor that such use would conflict with the legitimate interests of the Client. If the Client wishes that AI technologies not be used for certain projects or parts thereof, the Client must notify the Contractor of this separately in text form.
The Contractor undertakes to review content created wholly or partially with AI to the best of its knowledge and belief for potential legal infringements but assumes no guarantee or liability for its legal admissibility.
If exclusive usage rights are to be transferred to content created wholly or partially with the assistance of AI, the Contractor shall ensure that such transfer of usage rights is possible (e.g., by modifying the AI-generated works so that they reach the required threshold of originality and are thereby protected under copyright law).
A separate labeling of AI-generated content is only required if and insofar as such labeling is legally prescribed, or if at the time of service provision it is already foreseeable that a labeling obligation will be legally required in the near future (e.g., due to provisions in the AI Act). The same applies to notices indicating that certain work results were created with the assistance of artificial intelligence.
Part 2 – Creation and Design of Content
2.1 Creation of Texts
The Contractor creates texts for the Client (e.g., posts for Google Business Profiles, advertising texts, responses to reviews, FAQs). The content of these texts is determined individually by agreement between the Contractor and the Client.
If the Contractor is commissioned with publication, such publication will only take place after approval by the Client. Approval shall at the same time be deemed as acceptance. For responses to reviews and FAQs, the Contractor will provide corresponding drafts; publication will only occur after approval by the Client.
If the Client publishes content themselves or before approval, this shall be deemed acceptance. For errors discovered after approval/acceptance, the Contractor shall only be liable in accordance with the provisions under the heading “Liability/Indemnification.”
2.2 Website Optimization (LLM Optimization)
If optimization of website content (LLM optimization) is commissioned, the Contractor shall provide only proposals for optimized texts and deliver the corresponding HTML code to the Client. Integration into the Client’s website is carried out solely by the Client or by third parties commissioned by the Client. The Contractor is not responsible for technical integration or website maintenance.
2.3 Legal Responsibility of the Client
The Client is solely responsible for ensuring that the content created, provided, or published in connection with the Contractor’s services complies with all applicable legal requirements (e.g., competition law, trademark law, copyright law, mandatory information, data protection law). The Contractor is not obliged to conduct any legal review or provide legal advice. The Client shall indemnify the Contractor against all claims of third parties arising from unlawful content or legal infringements by the Client.
Part 3 – Marketing
3.1 SEO Marketing
The Contractor offers the Client, among other things, services in the area of SEO marketing. In the course of providing services, the Contractor is only obliged to carry out measures which, in the Contractor’s own experience, can positively influence the search engine ranking or which are expressly requested by the Client. This constitutes a service within the meaning of §§ 611 ff. BGB. A specific result (e.g., a particular ranking in search engine results) is not owed unless expressly guaranteed.
3.2 Guarantee
The following guarantee applies exclusively to customers of the “Growth” and “Dominator” plans. No guarantee is granted for the Basic plan or for services within the scope of LLM optimization.
Our goal is that the Client’s Google Maps ranking improves or at least remains stable within six consecutive months. For the evaluation, the average of the first four measurements is compared with the average of the last four measurements after six months.
The guarantee applies only if:
- all payments are made punctually and in full,
- the Client has been a customer continuously and without interruption for at least six months in the “Growth” or “Dominator” plan,
- keywords and search radii remain unchanged during the guarantee period. Changes to these comparison parameters are determined exclusively by the Contractor.
The guarantee lapses in the event of payment default or changes to the Google algorithm that significantly affect the ranking. A specific placement or fixed rank is expressly not guaranteed. The one-time setup fee is excluded from the guarantee and will not be refunded under any circumstances.
3.3 No Further Guarantees
Beyond the guarantee expressly regulated in Section 3.2, the Contractor does not assume any guarantee of success. In particular, no guarantee is given for a specific ranking, a specific number of views, clicks, or interactions, or for economic success.
3.4 Individual Assurances
Individual assurances or guarantees by the Contractor are only valid if they are expressly designated as a “guarantee” and confirmed in writing by all managing directors. General statements, even if made by one managing director via email or in conversations, do not constitute binding guarantees.
Part 4 – Miscellaneous Provisions
4.1 Remuneration and Payment
The Contractor is not obliged to begin providing services until the agreed remuneration (including the one-time setup fee) has been paid in full.
The remuneration for the Contractor’s services is subject to an individual contractual agreement between the parties and is generally based on the offer. All prices are net, plus the applicable statutory VAT. Billing and payment are handled exclusively via Stripe. Costs are due before the start of service provision.
The contract term depends on the selected subscription:
- Monthly: monthly term, cancellable monthly; automatically renewed by one month unless terminated in due time via Stripe.
- Yearly: yearly term, cancellable only at the end of the term; automatically renewed by one year unless terminated in due time via Stripe (e.g., if started on 27.08.2025, the next charge upon renewal will be on 27.08.2026).
The one-time setup fee is billed separately via a Stripe link, is due immediately, and is non-refundable.
In the event of payment default:
- The Contractor is entitled to suspend services until full payment is made.
- The statutory default fee according to § 288 (5) BGB in the amount of €40 becomes due.
- The guarantee under Section 3.2 permanently lapses as soon as a payment default has occurred, even if it is subsequently remedied.
- Further statutory claims of the Contractor remain unaffected.
A plan change is possible at any time. Differences are offset as credit or additional payment; a payout does not take place.
4.1.1 Payment Processing via Stripe
Payments are processed via Stripe. If a payment cannot be collected or processed due to issues with Stripe or other payment service providers, this does not release the Client from their payment obligation. The Client remains obliged to pay the agreed remuneration on time.
4.2 Contract Term and Termination
The contract term depends on the selected model (monthly or yearly). Contracts are automatically renewed unless terminated in due time via Stripe. In the monthly model, termination is possible on a monthly basis. In the yearly model, termination is only possible at the end of the respective term. Refunds of amounts already paid are excluded.
4.3 Usage Rights
The Client is granted a simple, non-transferable right to use the software for the duration of the contract. Upon termination of the contract, the right of use expires. Transfer, sublicensing, or resale are prohibited.
4.4 Free Plan
In the free plan, only limited functions and data (e.g., current ranking) are available; the Contractor does not provide services. Support may be used. The Contractor reserves the right to change or discontinue the free plan at any time.
4.5 Support
Support is provided by real persons, but without 24/7 availability. There is no entitlement to an immediate response. Contractually guaranteed response or processing times (“Service Level Agreements”/SLA) are not agreed.
4.6 Availability of Services
The Contractor endeavors to ensure high availability of the software and services but does not guarantee uninterrupted or error-free accessibility. Temporary restrictions or interruptions may occur in particular due to maintenance work, technical problems, force majeure, or disruptions at third-party providers (e.g., hosting providers, payment services, API providers). The Contractor is not liable for such restrictions or interruptions.
4.7 Service Changes and Further Development
The Contractor is entitled to further develop, adapt, or change the software and services at any time, provided that the essential benefit of the agreed services is not significantly impaired. The Client has no entitlement to the continued existence of specific functions or the ongoing provision of services that depend on third-party providers.
4.8 Adjustments to Services
The Contractor is entitled to adapt, restrict, or replace individual services or functions of the software or services, provided this is necessary for technical, economic, or legal reasons. The essential contractual purpose must not be impaired as a result.
Part 5 – Liability
5.1 Warranty for Defects
An insignificant defect does not give rise to warranty claims. The choice of the type of subsequent performance lies with the Contractor. The limitation period for warranty claims and other claims is one (1) year. This reduction does not apply to claims arising from intent, gross negligence, or injury to life, body, or health. The limitation period does not restart if subsequent performance is provided within the framework of warranty for defects. Otherwise, the statutory warranty for defects remains unaffected.
5.2 Liability and Indemnification
The Contractor’s liability for cases of slight negligence is limited in amount to the remuneration paid by the Client under the contractual relationship in the last twelve (12) months. Mandatory statutory liability provisions, in particular under the Product Liability Act, remain unaffected. This limitation does not apply to damages arising from injury to life, body, or health, or for claims based on intent or gross negligence. The above limitation of liability applies cumulatively to all claims arising from and in connection with this contract, regardless of the legal basis.
The Contractor is liable only in cases of intent, gross negligence, or injury to life, body, or health. In cases of slight negligence, liability arises only for breaches of essential contractual obligations (“cardinal obligations”) and is limited to the typical, foreseeable damage.
The Contractor is not liable for data losses caused by insufficient data backups by the Client.
In the case of LLM optimization, the Contractor’s performance is limited to the provision of content (e.g., HTML code with texts). The Contractor assumes no liability for the integration into the Client’s systems or websites, nor for any resulting technical errors or malfunctions.
The Contractor is not liable for damages, malfunctions, or legal infringements arising from unauthorized modifications made by the Client or third parties engaged by the Client to the content, optimizations, or systems created or provided by the Contractor.
The Client shall indemnify the Contractor against claims of third parties arising from the Client’s violation of these GTC or applicable law. The Contractor assumes no liability for the legal admissibility of the content provided (e.g., texts, FAQs, posts, optimizations). The Client is obliged to independently review such content for compliance with legal requirements before use. The Client shall indemnify the Contractor against all claims of third parties asserted due to the use of such content.
The Contractor is not liable for actions or decisions of third parties, in particular for suspensions, restrictions, or deletions of the Client’s Google accounts (e.g., Google Business Profile). The Contractor has no influence on such measures. The same applies to other changes, measures, or algorithmic adjustments by Google or other platform providers that may affect the visibility, discoverability, or use of the Client’s services.
5.2.1 Third-Party Platforms and APIs
The Contractor is not liable for changes, restrictions, costs, interruptions, or discontinuation of services by third-party providers (e.g., Google, Stripe, OpenAI, hosting providers). This applies in particular to services dependent on interfaces (APIs) of such providers. If a function is no longer available due to such changes, the Contractor is not obliged to provide a replacement or pay damages.
5.2.2 Google My Business and Google Measures
The Contractor assumes no liability for suspension, deletion, restriction, or other measures taken by Google or comparable providers affecting the Client’s accounts (e.g., Google Business Profile). The Contractor has no influence on such measures.
5.3 Grant of Rights, Self-Promotion, and Right of Reference
After full payment, the Contractor grants the Client a simple, non-transferable right to use the work results. Further rights may be agreed individually.
The Contractor is entitled to use the results achieved in the course of cooperation (e.g., ranking improvements, reach increases, performance metrics) as references in anonymized or named form. This includes, in particular, the use on the Contractor’s own website, in presentations, in case studies, in marketing materials, and on social media.
If the Client does not agree to being named, the Contractor may publish the results in anonymized form.
The Client is not entitled to any remuneration for this.
5.4 Confidentiality
All confidential information disclosed in the course of cooperation shall be treated strictly confidential. This obligation applies indefinitely and beyond the end of the contractual relationship.
5.5 Data Protection
The parties undertake to comply with the applicable data protection provisions, in particular the GDPR. The Contractor processes personal data exclusively within the framework of statutory provisions and – if necessary – on the basis of a separate data processing agreement (DPA). The Client is responsible for ensuring that they have obtained all necessary consents from their customers to the extent that they provide personal data to the Contractor. If the Contractor processes personal data on behalf of the Client in the course of providing services, the parties shall conclude a separate data processing agreement (DPA) in accordance with Art. 28 GDPR before processing begins.
Part 6 – Final Provisions
6.1 Final Provisions
German law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is the registered office of the Contractor (Bühl). The exclusive place of jurisdiction is Bühl if the Client is a merchant, a legal entity under public law, or a special fund under public law. The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business strategy) with reasonable notice.
Existing customers will be informed by email no later than two weeks before the changes take effect. If the Client does not object within the specified period, their consent shall be deemed granted. If the Client objects, the changes will not take effect; in this case, the Contractor is entitled to terminate the contract extraordinarily as of the planned effective date of the changes.
If any provision of these GTC is or becomes invalid, the validity of the remaining provisions shall remain unaffected.
The application of mandatory statutory provisions of the state in which the Client has their habitual residence remains unaffected. The place of performance for all services is the Contractor’s registered office, regardless of the location from which the Contractor actually provides its services (e.g., remote work during travel).
6.2 Force Majeure
The Contractor is not liable for the non-performance or delayed performance of contractual obligations if caused by events of force majeure. Force majeure includes in particular natural disasters, fire, floods, epidemics, pandemics, strikes, lawful lockouts, war, terrorism, power outages, disruptions or failures of telecommunications or internet services, governmental orders, or other circumstances beyond the Contractor’s control. During the period of force majeure, the Contractor’s contractual obligations are suspended.