Hanseranking GmbH – Terms and Conditions
The official version is in German. The following is a translation with Google Docs.
24.9.19
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1. General
1.1. Hanseranking GmbH (hereinafter referred to as "Hanseranking") provides customers services in the field of online marketing (including SEA Google Adwords, SEO search engine optimization, web design including technical implementation, online shops, consulting) on the basis of the following terms and conditions (hereafter "Terms and Conditions") available.
1.2. These terms and conditions apply only to contracts of Hanseranking with entrepreneurs in the sense of
§ 14 BGB, legal entities of public law and public law special assets.
1.3. All contracts between Hanseranking and a client (hereinafter referred to as "customer") as well as all services provided by Hanseranking are exclusively based on these terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed again.
1.4. The involvement of the customer, deviating General Terms and Conditions or counter-confirmations of the customer with reference to its own terms and conditions are hereby expressly contradicted. Deviations from these terms and conditions will only be effective if Hanseranking confirms them in writing.
2. Offers / Conclusion of Contract
2.1. Unless otherwise stated, offers, prices and dates of Hanseranking are non-binding.
2.2. Subject to an individual agreement, the contract will not be concluded until the written or e-mail confirmation of the customer's order by Hanseranking. The customer's order is legally binding when signed. Hanseranking canthe order with a notice period of two weeks afterthe
accept or rejectplacingorder.
2.3. The content of the contract results from the order confirmation or the content of the contract.
2.4. For the purpose of fulfilling the contract and providing the contractually owed service, Hanseranking can also use third parties as vicarious agents.
3. Term and termination
3.1. The contract concluded between Hanseranking and the customer ends at the end of the agreed term, unless an automatic extension of the contract has been agreed.
3.2. Terminations must be made in writing (termination by e-mail or fax is not sufficient).
3.3. Before the beginning of the term of the contract, a proper termination is excluded.
3.4. Decisive for the observance of the respective notice period is the time of receipt of the notice of termination at Hanseranking.
3.5. The right of both parties to extraordinary termination for cause remains unaffected.
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3.6. An important reason for the extraordinary termination by Hanseranking is in particular, if
• the financial circumstances of the customer are considerably endangered;
• the customer is in arrears with the agreed remuneration with a proportional (monthly) payment method with a total of two installments;
• insolvency proceedings are instituted over the assets of the customer or rejected for lack of assets;
• the customer significantly violates his contractual obligations.
3.7. Upon receipt of the extraordinary termination, all claims and claims arising from the contractual relationship shall become due immediately upon expiry of the respective residual contract term. The customer reserves the right to prove no or less damage. Hanseranking reserves the right to prove and claim higher damage.
4. Remuneration / terms of payment
4.1. The remuneration to be paid by the customer for the services used by Hanseranking results from the respective individual contract.
4.2. All prices of the Hanseranking are understood in each case in Euro as net prices plus the in each case valid, legal value added tax.
4.3. The settlement of the fees takes place in the case of fixed-term contracts with a monthly installment of payment monthly in advance, at the latest by the third working day of the month.
4.4. Invoices are payable, even if they are paid in installments (monthly), in their total amount, immediately without any deductions after receipt of the invoice.
4.5. Subject to a previous reminder, the customer shall be in default no later than 14 days after the due date and receipt of an invoice or equivalent request for payment. In the case of a proportional (monthly) payment method, this additionally applies from the day following the respective payment date.
4.6. In the event of default, the customer is required to pay default interest of 9 percentage points above the respective base rate in accordance with § 247 BGB and § 288 para 5 BGB to pay an additional lump sum of 40.00 €. The assertion of a higher damage remains reserved Hanseranking.
4.7. Within the scope of an agreed direct debit Hanseranking is entitled to charge EUR 17.00 per return debit note for any returned direct debits for which the customer is responsible. The customer has the right to prove that damage has not occurred or has occurred to a lesser extent. Against proof Hanseranking is entitled toa higher damage
calculate.
5. General obligations to cooperate
5.1. The customer must provide Hanseranking with all information and data necessary for the proper provision of services and fulfillment of the contract free of charge and in good time.
5.2. The customer warrants that he has all the rights necessary to carry out the respective order.
5.3. The customer transfers to Hanseranking all necessary for the execution of the contract copyright, ancillary copyright and other rights, in particular the right to duplicate, distribute, transfer, broadcast, removal from a database and retrieval, in terms of time and content in the implementation of the contract necessary extent.
5.4. The customer is responsible for all information, materials and instructions provided. The customer is obliged to carry out legal checks himself. In particular, it is the sole responsibility of the customer to clarify competition, copyright, trademark and name issues before placing the order.
5.5. Insofar as the customer is responsible for an infringement of the law, he indemnifies Hanseranking from all competition, copyright, trademark and name-related claims of third parties and shall reimburse Hanseranking for the costs incurred as a result of the infringement and the resulting claim.
5.6. If the customer does not fulfill his obligations to co-operate even after being requested to do so under a grace period of 10 days in written form, Hanseranking will be released from its obligation to pay.
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6. Warranty
6.1. It is incumbent on the customer to check the services of Hanseranking immediately and to report any defects immediately in writing with a detailed description. Furthermore, it is incumbent on the customer to support Hanseranking in determining the causes of defects and their elimination to a reasonable extent and to take all reasonable measures
to ward off and reduce damages.
6.2. Insofar as Hanseranking actually has a defect in the scope of Hanseranking's work, Hanseranking shall bear the expenses necessary for the purpose of supplementary performance. Should a defect removal request of the customer proves to be unjustified, Hanseranking may demand compensation for the costs incurred by the customer.
6.3. If the repair of work services finally fails after two attempts, despite a reasonable grace period set in writing, the customer has the right to reduce the remuneration or terminate the contract. For claims for damages the following number 7 applies. Other warranty claims are excluded.
6.4. Material defects rights become statute-barred in 12 months, insofar as they are work services. This does not apply in cases of intentional or negligent injury to life, limb or health, in case of intentional or grossly negligent breach of duty, fraudulent concealment of a defect, with a relevant guarantee on the condition or claims under the Product Liability Act. The statutory provisions on the beginning, expiration, inhibition and new beginning of the limitation periods remain unaffected, unless otherwise agreed.
7. Liability
7.1. Hanseranking is fully liable to the customer for damages caused by intent or gross negligence. Hanseranking is also liable for the breach of essential obligations, the breach of which jeopardizes the achievement of the purpose of the contract or for the breach of duties whose fulfillment makes the proper execution of the contract in the first place possible and on whose compliance the customer can regularly rely (so-called cardinal obligations). In this case liability is limited to compensation for foreseeable, typically occurring damage.
7.2. Hanseranking is not liable for slightly negligent breaches of duties other than those mentioned above.
7.3. Insofar as the liability is excluded or limited, this also applies to the liability of a legal representative or vicarious agent of Hanseranking.
7.4. The above limitations of liability shall not apply to injury to life, limb or health or to the assumption of a guarantee by Hanseranking.
8. Assignment, set-off, right of retention
8.1. An assignment of claims of the customer from this contract to third parties is excluded without the prior written consent of Hanseranking.
8.2. Offsetting the customer with his own counterclaim is only permitted if it is undisputed or legally binding. Hanseranking is entitled to offsetting against own claims against claims of the customer even if they are not yet due.
8.3. The customer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
9. Confidentiality / Privacy
9.1.The customer undertakes to keep secret all business and trade secrets that it receives or becomes aware of during the course of the contract from Hanseranking, as well as confidential information, and to maintain secrecy here. This duty of confidentiality continues even after termination of the contract.
9.2. The customer is hereby informed pursuant to §§ 33 (1) of the Federal Data Protection Act and § 3 (5) of the Teleservices Data Protection Act that the personal data collected by Hanseranking within the scope of the contractual relationship are only collected, stored, used and processed by machine. insofar as this is necessary for the performance of the contract and permitted by law or ordered by the legislator. Hanseranking will treat the data confidentially and in accordance with the provisions of the Data Protection Act and will not pass it on to third parties without the consent of the customer.
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10. Change of the terms and conditions
10.1. Hanseranking reserves the right to amend or supplement these terms and conditions with a notice period of 6 weeks, unless they are clauses that constitute essential parts of the contract, and provided that the change is reasonable for the customer, weighing the mutual interests of the parties is.
10.2. Intended changes will be sent to the customer at the e-mail address to be designated by the customer during the conclusion of the contract.
10.3. If the customer does not object to the changed conditions within 6 weeks of receipt of the notification of change, these will become effective according to the announcement and become part of the contract. Hanseranking will inform the customer in the context of the transmission of the changed conditions on its right of objection.
11. Choice of law, place of performance and place of jurisdiction
11.1. The contractual relationship between Hanseranking and the customer is exclusively governed by the law of the Federal Republic of Germany under exclusion of the UN Sales Convention.
11.2. Place of performance is 20459 Hamburg, Federal Republic of Germany.
11.3. The exclusive place of jurisdiction for all disputes arising from the contractual relationship between Hanseranking and the customer is 20459 Hamburg.
12. Final Provisions, Severability Clause
12.1. The customer must notify Hanseranking of any changes to contractually relevant information without delay; this also includes company-related changes (eg address and telephone connection data).
12.2. Changes or additions to the contract including ancillary agreements must be made in writing in order to be valid. This also applies to the lifting of the writing requirement.
12.3. Should one or more provisions of this agreement be or become ineffective, this shall not affect the validity of the remaining provisions. Rather, in place of the ineffective provision, a substitute provision which corresponds to the purpose of the agreement or at least approximates which the parties would have agreed to achieve the same economic result, if they had known the ineffectiveness of the provision.
B. SPECIAL CONDITIONS
I. Special Conditions SEA Google Adwords
1. User account, fees
1.1. If the contract relates to SEA Google Adwords, it is necessary for the customer to maintain a user account with Google.
1.2. If the customer already has such a user account, the customer has to accept the request of Hanseranking for account access, which will be provided at the beginning and will be visible in the user account. The customer must ensure that access to the account by Hanseranking by means of a link to their account is possible at any time.
1.3. If the customer does not yet have a user account with Google, Hanseranking is hereby commissioned by the customer and authorized to create a user account required for the provision of the service and, if applicable, a G-Mail account on behalf of the customer. Hanseranking will inform the customer of the access data for this user account and the G-Mail account within a period of 10 days after receipt in text form. The customer is obliged to change the password for the accounts immediately.
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1.4. The customer is aware that search engines charge for the used advertising space fees, in particular for the number of clicks or for impressions, and these costs are settled by the search engines directly with the customer. Hanseranking shall not be liable, either directly or indirectly, for the settlement of such fees and shall not be liable for the charges so calculated being accurate or reasonably calculated.
1.5. If the customer is in arrears with the payment of the fees charged by the search engine, there is a risk that the search engine operator temporarily or permanently blocks the user account or the respective campaign or leaves the respective campaign paused. This risk is the responsibility of the customer. A possible blocking of the user account has no effect on the contractual relationship with Hanseranking. In particular, a blocking does not entitle the customer to prematurely terminate the contractual relationship with Hanseranking or to reduce the fee agreed with Hanseranking.
2. Service description
2.1. As part of a Google Adwords or search engine optimization Hanseranking is mandated, the under no. 1. Manage designated user account with the aim of optimizing the settings for search results for the customer. For this Hanseranking makes configurations within the user account of the customer.
2.2. Hanseranking carries out the optimization according to specifications and in coordination with the customer as far as possible, and strives to ensure the best possible positioning of the customer side in the display of the search results. Hanseranking owes the activity here, not a certain success. In particular, Hanseranking in particular does not guarantee that a specific positioning will be achieved at a certain point in time and that the keywords chosen in the context of the optimization will result in the customer page always being displayed in the first hits in the search engines or, in general, over the customer side to be advertised will generally increase demand or increase sales.
2.3. The activity of Hanseranking refers to the content of the advertised domain, which can be retrieved at the time the contract was concluded. Contents of subdomains are excluded, unless otherwise agreed individually. Extensions are additional to remunerate.
2.4. The customer is authorized to provide Hanseranking with instructions for optimization at any time, including the modification or deactivation of campaigns and keywords. These instructions require the text form.
2.5. Insofar as a standardized, contact-optimized mini-website (so-called landing page) is created as part of the optimization by Hanseranking, the customer provides its own content and hereby already allows the use of the already existing content from its own website o. Ä. All rights , Usage rights to the landing page, the associated domain and the contents, as far as these were not supplied by the customer, are exclusively Hanseranking.
3. Responsibility / Indemnification
3.1. The customer is advised that the use of third-party brand name or third-party keywords as well as other search terms may be inadmissible due to competition regulations and the customer may be in danger of using them, by the owner of the trademark or the proper name or by Competitors to be taken advantage of.
3.2. As already under A. 5.4. the customer is solely responsible for the admissibility and freedom of third party rights of the keywords and contents of his pages, in particular in terms of trademark, copyright, competition law and criminal law. It is therefore the customer's responsibility to ensure that
all data and content on his website to be advertised and the keywords to be used are up-to-date and correct, do not violate the rights of third parties, in particular trademark and copyrights and comply with the competition law.
The customer is obliged to name Hanseranking immediately search terms and / or words for advertising texts, which infringes the trademark and naming rights of third parties or could be inadmissible under competition law. This has to be done in the first interview, in which the customer's data is recorded and the campaigns are discussed.
3.3. The customer undertakes to inform Hanseranking continuously and unsolicited about any exclusionary search terms and / or words to exclude for the ad texts.
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3.4. Hanseranking is under the contract neither commissioned nor obliged to make trademark, name, copyright or competition law searches and is not liable for damages resulting from the infringement of naming, trademark and copyright of third parties or competition law, neither directly , still indirect, unless you are guilty of intent or gross negligence. Hanseranking will inform the customer only in case of obvious suspicions.
3.5. The customer indemnifies Hanseranking in this respect from all claims of third parties, which were not caused by intent or gross negligence of Hanseranking and result from the fact that the customer uses keywords or contents that are inadmissible or encumbered with third party rights, and has to reimburse all costs that youin this
developcontext.
3.6. In the event of the use of Google Analytics, Google Webmaster Tools, Google Remarketing and Google Conversion Tracking, the customer itself has to ensure compliance with the data protection regulations. This is his sole responsibility.
4. Duty to cooperate
4.1. The customer is obliged to check the settings made in his respective user account regularly and at least weekly.
4.2. In the case of objections to the changed or newly created campaigns or keywords used, these should be reported to Hanseranking immediately.
4.3. Insofar as the customer does not object to the changes made by Hanseranking in the user account within fourteen days in written form, these shall be deemed to have been approved.
4.4. During the term of the contract, the customer shall refrain from making any changes to the keywords and campaign settings regarding the websites maintained by Hanseranking without consulting Hanseranking.
II. Special conditions
Creation and programming of websites and online shops
(each incl. Design)
1.services
Scope ofWithin the framework of the conclusion of the contract or the first analysis interview, the customer and Hanseranking agree on the specific services Hanseranking has to provide in the context of web design or the creation of an online shop by specifying detailed requirements. Hanseranking implements these points and provides the customer with a
draft. Changes are made as part of up to two correction loops without additional compensation. Any additional services are to be remunerated by the customer.
2. Copyright / right of use
2.1. The websites designed or created by Hanseranking are protected by copyright including the individual components and may not be altered, forwarded or used in the form of individual elements in other, especially printed form, unless an explicit agreement has been made with Hanseranking.
2.2. Hanseranking grants the customer a simple right of use on the websites created, which entitles him to use them for the contractual agreed purposes, as a rule for the presentation of the customer on the Internet. For this Hanseranking provides the customer with the Internet pages on a suitable medium, by e-mail or by transfer to an Internet server. However, the granting of the right of use is subject to the condition that the customer pays all claims arising from the business relationship with Hanseranking, including all claims arising from previous legal transactions
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3. Obligation to cooperate
In addition to the general obligations to cooperate, the customer is obliged to comply with the provisions on provider identification in accordance with § 5 TMG as well as all other applicable provisions, in particular those of the Broadcasting
Treaty, as amended. Hanseranking will not check the information submitted to it when placing the order, as to whether these are sufficient in the context of producing the imprint in order to meet the legal requirements in individual cases.
4. Fees
Concepts, corrections and drafts are, in particular if the order is discontinued at the request of the customer, to be remunerated in proportion to the already performed services. Hanseranking is entitled to refuse special services not included in the original order or to bill separately.
5. Defects, malfunctions, interruptions
5.1. Hanseranking shall not be liable for the consequences of defects, disruptions and / or interruptions with regard to the availability and accessibility of the respective website or the respective online shop if they are not responsible for them, in particular in the event of disruptions of generally accessible telecommunications equipment, networks, services not operated by Hanseranking. The user acknowledges that 100% availability and accessibility of websites is not technically feasible and that technical faults and / or breakdowns can not be ruled out.
5.2. The customer is aware that the functionality of the website or the online shop may be impaired or suspended by an update of the respectively used mangement content system or a plug-in. From the acceptance of Hanseranking's services, the latter is no longer liable for such impairments / disturbances not within its sphere of influence.
6. Data backup
Hanseranking is not responsible for the backup of the customer's files stored on the respective server. The customer has to take care of securing his files sent to the respective server.