Terms and Conditions

Online Marketing Sepeur Strategies

  1. Scope of Application
    • Ms. Jil Sepeur, Kaiserstr. 26a, 66111 Saarbrücken (hereinafter referred to as the “Agency”) provides its services exclusively on the basis of the following General Terms and Conditions (T). These shall also apply to all future legal relationships between the Agency and its clients (hereinafter referred to uniformly as the “Client” or “Clients”), even if they are not expressly referred to.
    • Deviating terms and conditions of the Client shall only become part of the contract if the Agency expressly agrees to them in writing.
    • Service contract law shall apply to the services provided by the Agency, unless otherwise expressly agreed or other regulations apply by operation of law. In particular, the provisions of the German Civil Code (BGB) on service contracts shall apply insofar as they are applicable to the services provided. Insofar as the services owed by the Agency are not expressly agreed as work performance services, the provisions of service contract law (§§ 611 et seq. BGB) shall apply.
  1. Services of the Agency
    • The Agency provides services in the field of SEO strategy development, consulting, and management, as well as any other related services. The Agency develops online marketing strategies individually tailored to the Client, including target group analysis, selection of suitable channels, and creation of an action plan. In addition, the Agency creates target-group-specific content, including—if included in the order—texts, graphics, videos, and other media formats based on the Client’s defined communication goals.
    • The services offered include, in particular, those in the field of search engine optimization (SEO), including on-page and off-page optimization, keyword research, creation of optimized content, and related technical adjustments.
    • The specific scope of services results from the respective contract or the underlying offer and/or the service description.
    • The Agency’s offers are subject to change and non-binding. A contract only becomes valid upon confirmation by the Agency.
    • Changes to the content of the service after the conclusion of the contract require the consent of the Agency. Any change to already approved concepts, plans, etc., by the Client involves additional costs, which in case of doubt will be invoiced to the Client at the Agency’s usual hourly rate.
    • Within the specified framework, the Agency has freedom of design in the fulfillment of the contract; in particular, the Agency is responsible for the artistic design unless otherwise expressly agreed.
  1. Client’s Duty to Cooperate
    • The Client shall provide the Agency with all information, documents, and content required for the provision of the service in a timely and complete manner. In particular, the Client shall provide the Agency with all relevant information about its target groups, products, and services required for strategy development. The Client will clearly define target groups, messages, and specific requirements for the content, unless otherwise agreed; if no precise requirements are made, the creation will be carried out to the best of the Agency’s knowledge and based on industry standards.
    • If necessary for the performance of the services, the Client shall grant the Agency access to the necessary technical resources (e.g., CMS systems, hosting) or will carry out the necessary changes themselves to implement the recommended measures.
    • Delays or additional costs resulting from a lack of or delayed cooperation by the Client shall be borne by the Client.
    • The Client is responsible for the factual accuracy of the content of the service. In particular, unless expressly agreed, the Agency is not responsible for checking the content of delivered materials, such as checking texts for spelling errors, logic, or similar. The Client warrants that they possess the necessary usage rights when providing content to the Agency for the performance of the agreed service. In this respect, the Client indemnifies the Agency against all third-party claims and damages, including reasonable legal defense costs.
  1. Third-Party Services
    • The Agency is entitled, at its own discretion, to perform the service itself and/or through third parties.
    • The commissioning of third parties as part of a necessary external service (e.g., purchasing content, etc.) is carried out either in the Agency’s own name or, after consultation, in the name of the Client. The Agency will select these third parties carefully and ensure that they possess the necessary professional qualifications.
    • Insofar as the Agency commissions third-party services directly on behalf of the Client, the third party shall not be a vicarious agent of the Agency, and the respective contractual relationship with the third party shall be established exclusively between the Client and the third party.
    • Obligations towards third parties that extend beyond the term of the contract must continue to be fulfilled by the Client.
  1. Deadlines
    • Stated delivery or performance periods are only approximate and non-binding unless expressly agreed as binding. Binding appointments must be recorded in writing or confirmed in writing by the Agency.
    • If the Agency’s performance is delayed despite exercising due care for reasons for which it is not responsible, e.g., due to strikes, lockouts, official orders, general telecommunications disruptions, force majeure events, pandemic protection measures, and/or other unforeseeable events that cannot be averted by reasonable means, the obligations shall be suspended for the duration of the event. Deadlines and any other points in time relevant for the provision of services shall be extended accordingly.
  1. Premature Termination
    • The Agency is entitled to terminate the contract prematurely for good cause with immediate effect if the execution of the service becomes impossible for reasons attributable to the Client or if the Client violates essential provisions of the contract and breaches their duty to cooperate or the obligation to pay a due amount despite a warning.
  1. Remuneration
    • The amount of the fee results from the documents underlying the contract, in particular offers and/or service descriptions. In principle, the Agency’s claim for remuneration arises upon provision of the service. The Agency is entitled to demand advances; the Agency is free to determine the amount of the advances at its own discretion. The Agency’s prices are net prices plus the respectively applicable value-added tax.
    • Mere cost estimates by the Agency are non-binding.
    • Invoices are payable within 8 days of receipt without deduction, unless otherwise agreed. In the event of default in payment, the Agency shall charge default interest at the statutory rate as well as a reminder fee of €5.00 per reminder.
    • In the event of default in payment, the Agency is not obliged to provide any further services until the outstanding amount has been settled (right of retention).
  1. Ownership and Usage Rights
    • All services of the Agency, including ideas, presentations, concepts, sketches, strategies, plans, mappings, keyword research, etc., as well as individual parts thereof, are subject to copyright protection and remain the property of the Agency.
    • By paying the full fee, the Client only acquires the usage rights for the contractually agreed purpose. In case of doubt, the Client acquires a simple usage right limited to the specific purpose of the contract.
    • Usage rights may not be transferred to third parties unless otherwise agreed.
    • Changes, further developments, and the processing of the Agency’s services are not permitted without the Agency’s approval.
    • Usage rights that go beyond those contractually agreed require the written consent of the Agency.
    • The transfer of usage rights is subject to the condition of timely and full payment of the agreed remuneration. Until full payment is made, all rights remain exclusively with the Agency. Any use prior to payment constitutes unlawful use.
  1. Privacy Policy
    • The personal data required to execute the contract is processed by the Agency for the purpose of order processing (contact, contract fulfillment, billing) (Art. 6 Para. 1 lit. b GDPR). The Agency treats this data confidentially. Data will not be passed on to third parties unless this is necessary for the execution of the order (e.g., service providers necessary for the order) or based on a legitimate interest (e.g., tax consultants, debt collection service providers, customer satisfaction surveys, advertising for the Agency’s own services) or prescribed by legal obligation (e.g., due to inquiries from tax and investigative authorities). If the data is no longer required for order processing and there are no warranty periods and/or statutory retention obligations to the contrary, the data will be deleted.
    • Data subjects have a right to free information about the data stored about them. Furthermore, they may have a right to rectification, deletion, restriction of processing, objection to processing, and data portability. Data subjects can contact the data protection supervisory authority for complaints. If personal data is processed on the basis of data protection consent, the data subject can revoke the consent at any time with effect for the future.
    • If personal data is processed on the basis of legitimate interests pursuant to Art. 6 Para. 1 lit. f GDPR, the data subject has the right to object to the processing with effect for the future pursuant to Art. 21 GDPR, provided there are reasons arising from their particular situation or if the objection is directed against direct marketing. In the latter case, the data subject has a general right of objection, which will be implemented without specifying a particular situation.
    • Should the provision of services require access to personal data that the Agency processes on behalf of the Client, the parties will conclude a separate data processing agreement.
  1. Reference Note
    • The Agency is entitled to refer to the Client for reference purposes (e.g., on the Agency’s website). The use of the name and logo for reference purposes takes place with the prior consent of the Client.
    • In particular, the Agency is entitled to publish the name and company logo on its social media and website (reference note). The Agency will, of course, inform the Client about the use.
  1. Acceptance, Defects
    • If, by way of exception, work performance services are owed, the Client must report complaints in writing immediately, but at the latest within 10 days after notification of the provision of the service or its handover to the Client. After the expiry of the period, the services shall be deemed accepted and approved; the Client will be reminded of the significance of silence again upon handover of the services.
    • In all other respects, the statutory provisions shall apply to any defects.
  1. Liability
    • The Agency is liable for intentional and grossly negligent breaches of duty as well as for the breach of essential contractual obligations (i.e., those obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely). In all other respects, liability for simple negligence for breaches of secondary obligations is excluded. The Agency is not liable for dissatisfaction unless the Agency has culpably violated the Client’s express performance expectations set out in the contract.
    • Subject to the preceding paragraph, the Agency assumes no liability for possible negative effects on existing rankings or technical problems caused by changes made by the Client independently.
    • If the Agency uses third-party material (e.g., stock videos), this is done to the best of its knowledge and belief. The Agency is only obliged to properly license the respective service and, in particular, is not obliged to conduct a complete investigation of the licensing chain back to the actual author of the material. The Agency’s liability in this respect is limited, subject to paragraph 1, to fault in selection.
    • The Agency is not obliged to back up data regarding transferred data. It is not liable for the existence and/or the possibility of a new transfer of the data. After the transfer of the data, the Client is responsible for the proper storage and backup of data.
  1. Exclusion of Success Guarantees
    • The Agency does not guarantee that the services provided will achieve specific sales targets, profits, reach, or other economic successes for the Client.
    • The strategies and measures developed by the Agency are based on the current state of the art and the available data, in particular market data, analyses, and trends available at the time of creation. The Agency cannot guarantee the future development of market or user behavior. Success depends on a variety of factors outside the Agency’s control, such as market conditions, competitive situations, and client decisions.
    • The Agency points out that SEO measures in particular cannot guarantee placement in specific positions in search engines. Changes in search engine algorithms, competitive measures, or technical limitations can influence the results. The same applies if the created content does not evoke the desired reaction from the target group, as the success of content also depends on external factors such as the platform, timing, or the competitive situation.
  1. Final Provisions
    • The place of performance for all obligations arising from the contract is the registered office of the Agency. If the Client is a merchant, a legal entity under public law, or a special fund under public law, the Agency’s place of business is agreed as the place of jurisdiction.
    • German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the referral norms of conflict of laws. If the Client is a consumer, this choice of law shall only apply insofar as the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer has their habitual residence.
    • Should individual provisions of these T be invalid, this shall not affect the binding nature of the remaining provisions and the contracts concluded on their basis.