1st area of application

1.1
The following contractual conditions govern the relationship between the

TG Media Sales GmbH, Schuckert Straße 10, 71254 Ditzingen
hereinafter referred to as "TGMS",

and the customer in relation to digital products and services.

1.2
The products and services offered by TGMS are aimed exclusively at customers who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).

1.3
The digital products include: Website creation and web design, maintenance and hosting of online presences, search engine optimisation (SEO), search engine advertising (SEA/Google Ads), online marketing measures (creation and maintenance of Google Business Profiles and profiles on numerous industry portals), copywriting.

2. realisation of the contract

The customer receives an offer from TGMS in writing or electronically, which must be signed and returned to TGMS. A contract is only concluded upon receipt of the invoice by TGMS.

3. subject matter of the contract

3.1
Signed contractual documents, in particular the order form and the completed checklists for TGMS services, form an integral part of the contract. Deviating conditions shall not be recognised. Individual agreements must be made in writing to be valid.

3.2
TGMS is authorised to use the services of third parties to fulfil its obligations.

3.3
TGMS does not guarantee that the commissioned services will enable the customer to achieve comprehensible, communicative successes (e.g. increase in awareness, reach, etc.), economic or other goals (e.g. increase in sales); something else shall only apply if TGMS has guaranteed the realisation of a specific success or goal in writing.

4. products and services of TGMS

4.1 Website creation, web design, maintenance and hosting of online presences

4.1.1
TGMS is responsible for the design, creation and publication of the website. TGMS's obligations arise exclusively from the order documents. The customer chooses between the website products "Onepager", "Website Basis" and "Website Business".

4.1.2
Two correction loops are included in the creation of the website products "Onepager", "Website Basis" and "Website Business". Further changes outside the included correction loops will be charged according to the hourly rate.

4.1.3
The customer is obliged to co-operate in the creation of the agreed service. For this purpose, the customer shall provide all information and materials required for the website (text content, image and video material, logo, (desired) domain, e-mail addresses, etc.) within a maximum of 4 weeks after conclusion of the contract.

In the event that the customer does not provide suitable materials (images, texts, logos, videos, etc.) in terms of content or form (e.g. file format and resolution) after 60 days, TGMS is authorised to provide the website with neutral placeholders and publish them.

4.1.4
TGMS shall submit the drafts and work results (e.g. website design, texts, images, videos) to the customer for approval. The customer must check these within 10 working days and, if they are essentially in accordance with the contract, approve them. If no specific change requests are communicated, the submitted drafts and work results shall be deemed to have been approved in terms of content and substance in accordance with the contract.

Upon acceptance, TGMS is authorised to publish the website on the Internet and to demand payment of the balance.

4.1.5
TGMS guarantees that the website can be displayed in the latest version for the browsers commonly used on the market. TGMS is not liable for an error-free display of the website using an old or future browser version.

4.1.6
The customer bears sole legal responsibility for the content of his website vis-à-vis third parties. He assures that he will not publish and disseminate any abusive content. In this respect, the customer shall indemnify TGMS against all third-party claims, including the costs of legal action, upon first request.

After acceptance, the customer is solely responsible for the accuracy and legal correctness of all content. TGMS will only update website content if the customer has taken out a hosting package with a change option with TGMS. TGMS is not obliged to continuously check whether the contents of the website are legally admissible.

4.1.7
The website is usually published for the first time within 14 working days after the layout has been approved and all content has been delivered by the customer.

4.1.8
The customer is responsible for the creation and correctness of the legally required texts (imprint, data protection, provider identification, cancellation policy, general terms and conditions) and the fulfilment of legal information obligations.

4.1.9
TGMS is authorised to include a copyright notice and the TGMS logo in the footer and/or imprint of the customer's website and to link this to the TGMS website. This shall also apply in particular to any references to the author in any source code.

4.1.10
Unless otherwise contractually agreed, the invoice amount is paid monthly in equal instalments over a period of two years.

4.2 Content management systems

TGMS provides the customer with a content management system (CMS) for the maintenance and administration of its website. For this purpose, the customer receives an access account with editor access (also administration access on request). The CMS is accessed by logging in with a user name and password. TGMS will provide the customer with both when the website is activated. The customer can change his user name and password at any time.

4.3 Domain registration and administration

4.3.1
In the event that TGMS registers or administers a domain on behalf of the customer, the allocation guidelines issued by the respective domain allocation centre (e.g. DENIC) shall also apply to this contract. The customer undertakes to observe these allocation guidelines and to indemnify TGMS against any claims by the allocation centre or third parties due to non-compliance with the allocation guidelines.

4.3.2
If the customer has commissioned TGMS with the procurement, registration and/or maintenance of domains, TGMS shall act as an intermediary between the customer and the registry of the desired domain. The allocation of domains is the sole responsibility of the relevant registry. TGMS has no influence on the allocation and therefore cannot guarantee that the customer will actually receive the desired domain from the registry. Nor can TGMS guarantee that the allocated domain is free of third-party rights or can be used by the customer in the future.

4.3.3
The customer guarantees that the domain applied for does not infringe any trade mark, work title, name or other rights of third parties.

4.3.4
If the domain infringes third-party rights or the content published under this domain is abusive and the customer does not cease the unlawful behaviour within a grace period of up to 10 working days despite being requested to do so, TGMS is entitled to discontinue the procurement and maintenance of the domain.

4.3.5
The customer shall indemnify TGMS against all third-party claims, including the costs of legal action, arising from the fact that

- the customer's domain infringes the trade mark, work title, name or other rights of third parties.

- the customer does not submit the required declarations of consent when transferring the domain or does so late.

4.4 Hosting and e-mail addresses

4.4.1
TGMS is responsible for hosting the customer's website. The scope of TGMS's obligations is defined exclusively in the order documents. A standardised hosting service applies to all website products.

4.4.2
The hosting service included with the website products "Onepager", "Website Basis" and "Website Business" comprises a (desired) domain and up to 5 e-mail addresses.

4.4.3
Changes to the content after the website has gone live will take up to 30 minutes per month within the scope of hosting. Any further adjustments beyond this time frame will be charged according to TGMS's hourly rate.

4.4.4
The contract for the hosting package is concluded for an indefinite period. It is automatically extended by 12 months unless cancelled in writing by either party 8 weeks before the end of the contract.

4.4.5
Invoices shall be issued after the order has been placed, unless otherwise agreed in the order.

4.4.6
The customer will receive detailed instructions on how to set up the e-mail accounts. If the customer is interested, TGMS will set up the e-mail accounts. This will be charged according to the hourly rate of TGMS.

4.5 Google Ads

4.5.1
Text ads include the conception, creation and optimisation of advertising campaigns on Google. TGMS shall create these at its reasonable discretion, taking into account the customer's business interests. An agreement or approval by the customer is not required; anything else shall only apply if TGMS agrees otherwise in writing.

4.5.2
TGMS is entitled to determine the details of the campaign, e.g. the keywords and the target group definition, with the aim of optimisation, at its reasonable discretion and to change them if necessary without informing the customer separately. TGMS will use its best endeavours to take into account any target group definitions provided by the customer in the campaign. No guarantee can be given for actual optimisation, as success is dependent on a large number of constantly changing factors.

4.5.3
The customer specifies a certain monthly advertising budget for the placement of text adverts for the duration of the contract term or at predefined intervals. The advertising budget is made up of a) the costs for the adverts on Google and b) the agency fee for creating the adverts and managing the campaign. The details can be found in the order documents. The selected advertising budget sets a monthly upper limit.

4.5.4
The advertising costs for the publication of the text advert(s) depend on the keywords used, the reach of the campaign and other parameters. These are determined by Google in a pricing procedure over which TGMS has no influence. The advertising costs are performance-based and are only incurred if an Internet user clicks on a published advert of the customer or carries out other performance-based actions. The agency fee is independent of success and is incurred in the same amount each month.

4.5.5
In the event that the advertising budget has not been fully utilised in one month, TGMS will place the remaining credit for the customer in the following months.

4.5.6
TGMS provides the customer with a monthly evaluation of the campaign by e-mail.

4.6 Search engine optimisation

4.6.1
The subject of the search engine optimisation contract is the implementation of on-page and off-page measures that serve to improve the findability of the website on search engines such as "google.de".

4.6.2
The ranking of the website is regularly monitored by TGMS. Unless otherwise agreed, the index of Google Germany (google.de) is decisive here.

4.6.3
The customer undertakes not to carry out any independent on-page or off-page optimisation (uncontrolled, non-natural link building) without consultation with TGMS. TGMS accepts no liability for on-page changes made by the customer on the website. Unless otherwise agreed, the client undertakes to grant TGMS access to so-called tracking tools (e.g. ETracker, Google Analytics), FTP access and/or CMS access (e.g. Joomla, WordPress, Typo3) for the entire term of the contract. A redesign (reorganisation) of the website or a revision of the page structure by the client will not be carried out without prior agreement with TGMS. The customer undertakes to name all his own domains at the start of the contract. If TGMS is not granted access to the tracking tool, FTP access and/or CMS access by the customer, the customer shall bear any costs incurred by a third party (e.g. Internet agencies or providers).

4.6.4
TGMS will carry out the search engine optimisation measures to the best of its ability and in accordance with the current state of the art. There is no guarantee for a specific placement of the website on Google. Accordingly, TGMS does not owe any specific placement. The ranking can change at any time due to a variety of constantly changing factors.

4.7 Local Listing (network-wide)

4.7.1
The customer commissions TGMS to create and maintain entries in electronic business and company directories and other online portals in his name. TGMS is authorised to edit the content of the customer's entries in order to adapt the entry to the content and technical requirements of the respective portal operator.

4.7.2
TGMS guarantees that the company data provided by the customer will be transmitted in full to the portal operators. TGMS accepts no liability for the portal operators adopting the data immediately, completely and correctly and publishing it in their directories.

4.7.3
If the respective directory fulfils the technical requirements, the entry is protected against changes by third parties. If the customer uses another synchronisation service, the customer acknowledges that technical problems may occur during the term of the contract.

4.7.4
The format and placement of the business data available for publication are bindingly defined by the respective operator of the online directory. The customer acknowledges that TGMS has no influence on this.

4.7.5
There is no entitlement to the publication of an entry in a specific electronic directory, in particular small, local, specialised portals with little external impact. The composition of the directories may change at any time without affecting the validity of the contract with TGMS.

4.7.6
If the contract is terminated, there will be no further synchronisation of the information on all business and company directories, i.e. the entries will no longer be updated, protected against changes by third parties or duplicates removed.

4.8 Texts

4.8.1
The content texts created by TGMS can comprise up to 800 words per content page. The customer undertakes to provide the information and documents required for the creation of the content. The client is liable for the accuracy and completeness of the information.

4.8.2
The customer receives one draft text per content page by e-mail. The use or forwarding of the drafts presented is not permitted. Correction requests can be submitted by the customer within a period of 7 working days. The text shall then be deemed to have been accepted.

4.8.3
TGMS revises the draft texts according to the client's change requests. This includes a correction loop. Further changes outside the included correction loop will be charged according to the hourly rate. After acceptance of the written content texts, the rights of use are transferred to the customer without restriction.

4.8.4
The customer does not have the right to designate himself as the author or creator of the texts.

4.9 Local optimisation

4.9.1
Online marketing support as part of local optimisation offers the choice between the following measures:

1) Creation of up to five regional landing pages

2) Set-up and maintenance of contact and company data in the Google Business Profile and on up to 60 industry portals.

4.9.2
The minimum contract term for a local optimisation measure is 24 months. The contract is automatically extended by 12 months unless it is cancelled 8 weeks before the end of the contract.

4.9.3
TGMS must be notified at least 10 days before the end of the month if a particular local optimisation measure is to be terminated within the agreed contract term. Switching to another measure is only possible at the beginning of the month.

5 Obligations of the customer

5.1
The customer shall name a suitable contact person for technical and content-related questions to TGMS, who is authorised to provide the information and approvals required for the execution of the contract and to make all binding legal declarations.

5.2
The customer is obliged to provide TGMS with all necessary access (user name, password, etc.) to the relevant online services (advertising media, social media, directories, etc.) upon conclusion of the contract, insofar as the customer has such access and it is necessary for TGMS to provide the contractually owed services.

5.3
The customer acknowledges that the success and quality of TGMS's performance depends heavily on the quality and timeliness of the customer's co-operation. To this end, it is of great relevance that the customer provides the data, information and materials to be provided by him in a timely manner and as agreed.

6. materials of the customer

6.1
TGMS assumes no liability for any materials, contents and services that the customer provides to TGMS for the fulfilment of the contract or that he publishes on his websites. TGMS is not obliged to check the customer's materials, contents and services for completeness, legal admissibility and infringement of third-party rights.

6.2
The customer grants TGMS an unlimited and transferable right of use to the aforementioned materials, content and services, insofar as this is necessary for TGMS to provide the contractually owed services.

6.3
The customer guarantees that it is the owner of all copyrights, neighbouring rights and other industrial property rights to the materials, content and services and that it does not infringe any third-party rights.

7. prices

All prices are subject to the applicable statutory value added tax. The agreed remuneration, as well as costs to be disbursed in accordance with the contract, shall be made in accordance with the contract concluded and the underlying payment modalities, unless otherwise agreed. Prices for all offers and services are subject to change at any time. TGMS shall announce price changes in writing in advance. The changed prices shall apply to all contracts concluded after the change. Unless otherwise agreed between the parties, the prices valid and announced at the time of the order shall apply to orders that have already been agreed and confirmed.

In the event of a price change, the customer has a right of cancellation. Cancellation must be declared in writing to TGMS within 5 working days of receipt of the notification. Further claims of the customer are excluded.

8. changes to the contractual terms and conditions

8.1
TGMS is authorised to amend the contractual terms and conditions for digital products after conclusion of the contract, insofar as this does not affect essential provisions of the contractual relationship and is necessary to adapt to developments. Furthermore, adjustments or additions may be made insofar as this is necessary to eliminate loopholes that have arisen after conclusion of the contract.

8.2
Amendments to these contractual terms and conditions for digital products shall be effectively communicated to the customer in writing in good time before their planned date of entry into force. The customer has the right to object to these changes. If the customer does not object to the amendments in text form within 14 days of receipt of the notification of amendment, the amendments shall take effect on the planned date and become part of the contract.

9. warranty

9.1
The customer is entitled to the statutory warranty claims. These claims shall become time-barred within one year of the statutory commencement of the limitation period.

9.2
In the event of defects, TGMS shall be entitled to rectify the defective service twice. Only then shall the customer be entitled to further warranty rights.

9.3
The customer acknowledges and agrees that

- a special aesthetic quality (subjective favour) is not a defect and is only owed by TGMS if this quality has been expressly agreed.

- Colour deviations due to technical reasons do not constitute a defect.

9.4
For the provision of certain services, TGMS utilises the online services of network providers and providers, search engines and electronic business and company directories that are operated and marketed by third parties. In doing so, TGMS always acts as a representative of the customer. The operators of such online services are not vicarious agents of TGMS. TGMS has no influence on the complete and error-free display and presentation of the advertising content and the customer's business data in the online services of third parties. TGMS is not responsible for breaches of duty by the operators of these services.

The customer acknowledges and agrees that the use of these online services is only possible in compliance with the terms of use, advertising and other contractual conditions specified by the respective operator of the advertising medium, over which TGMS has no influence.

9.5
The customer is obliged to inspect the contractual services immediately and to notify TGMS in writing of any obvious defects within 14 days of becoming aware of them.

10 Contract term and cancellation

10.1
The contractual performance period shall commence on the date agreed in the contract and shall end upon expiry of the term agreed in the contract or the specified end date. This shall also apply if TGMS was unable to fulfil its obligations if the customer did not fulfil its obligations to cooperate or did so late or inadequately. TGMS shall be released from its performance obligations for the period of the resulting delay. However, the customer's obligation to pay the remuneration agreed in the contract shall remain in force. If the service period begins after the agreed start date for reasons for which the customer is not responsible, the term shall not begin until the actual start date. TGMS shall inform the customer in writing of the binding start date. If the order confirmation does not contain a provision on the contract term, the contractual relationship shall end after fulfilment of all mutual obligations.

10.2
Contracts that are concluded with a minimum term are automatically extended by 12 months if they are not cancelled by one of the contracting parties with a notice period of 8 weeks before the end of the original term.

10.3
If the customer breaches another obligation incumbent upon him under the contract, in particular his payment obligation, TGMS shall be entitled to terminate the contractual relationship.

10.4
In the event that the customer's behaviour has given rise to the premature termination of the contract, TGMS shall be entitled to demand the remuneration agreed for the remaining term from the customer.

10.5
The cancellation must be made in writing.