General Terms and Conditions

§ 1 Scope

(1) These General Terms and Conditions (Terms) apply to all contracts between Loomup [PLACEHOLDER: legal form], [PLACEHOLDER: address] (hereinafter the "Contractor") and its clients (hereinafter the "Client").

(2) These Terms apply exclusively vis-à-vis entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 (1) BGB (German Civil Code).

(3) Deviating, conflicting or supplementary terms of the Client become part of the contract only if and to the extent that the Contractor has expressly agreed to their validity in writing.

§ 2 Conclusion of contract

(1) The Contractor's offers are non-binding unless expressly marked as binding.

(2) The contract is concluded by the signing of a written offer or by written or text-form (email) order confirmation from the Client.

(3) Verbal side agreements require written or text-form confirmation to be effective.

§ 3 Scope of services

(1) The specific scope of services results from the respective individual contract or offer. The services typically comprise consulting, conception, implementation and ongoing support in the areas of SEO, GEO (Generative Engine Optimization), local visibility, content creation, web design, social media and marketing automation.

(2) The Contractor owes the professional provision of the agreed service. A specific economic outcome (e.g. a particular search engine ranking or a particular conversion increase) is not owed, as this depends on a wide range of external factors (algorithm updates, competitor behavior, market conditions).

(3) The Contractor is entitled to engage third parties (subcontractors, freelancers) to provide the services.

§ 4 Client's duties to cooperate

(1) The Client is obliged to provide the Contractor with all information, data and access required for the provision of services in good time and in full.

(2) This includes in particular:

• Read access to Google Search Console, Google Analytics and, where applicable, other tools (Ahrefs, Semrush, Microsoft Clarity)
• Administrative access to the Google Business Profile if local visibility is commissioned
• Write access to the CMS if on-page optimization is commissioned
• Logo, brand guidelines, image material and copy for content services
• Timely sign-off of drafts, briefings and reports

(3) Delays caused by missing or late cooperation on the part of the Client are not to the Contractor's detriment.

§ 5 Remuneration and payment terms

(1) Remuneration is governed by the respective agreed individual contract. Unless otherwise agreed, invoicing takes place monthly.

(2) All prices are exclusive of the applicable statutory VAT.

(3) Invoices are due for payment without deduction within 14 days of receipt of the invoice.

(4) In the event of default in payment, the Contractor is entitled to charge default interest at the statutory rate pursuant to § 288 BGB and to suspend ongoing services until payment is made in full.

§ 6 Delivery time and default

(1) Agreed delivery and performance dates are binding only if they have been expressly confirmed as such in writing.

(2) The Contractor is not liable for delays due to force majeure, third-party algorithm changes, technical faults at platform providers or delayed cooperation by the Client.

§ 7 Warranty

(1) The Contractor warrants the contractual provision of the service in accordance with generally recognized rules of technology and the current state of the industry.

(2) Any defects must be reported to the Contractor in writing or text form without delay, at the latest within 14 days of becoming known.

(3) In the case of justified notices of defect, the Contractor is entitled and obliged to provide subsequent performance.

§ 8 Liability

(1) The Contractor is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, and under the provisions of the Product Liability Act.

(2) In the event of slightly negligent breach of essential contractual obligations (cardinal obligations), liability is limited to the foreseeable damage typical of the contract. Liability for indirect damage, consequential damage and lost profit is excluded.

(3) Liability for rankings, visibility positions, conversion rates or other specific economic results is excluded, as these are substantially determined by external factors (third-party algorithms, competition, demand).

(4) The maximum liability amount per claim is limited to the fee paid by the Client in the respective current month, but no more than the total fees of the last 12 months.

§ 9 Rights of use

(1) For the works created by the Contractor (texts, graphics, concepts, strategies), the Client receives, upon full payment of the fee, a simple, time-unlimited, geographically unrestricted right of use for the agreed purposes.

(2) Modifications, transfers or resales to third parties require the Contractor's prior written consent.

(3) The Contractor reserves the right to present the services provided for the Client (anonymized or, with consent, by name) publicly as a reference.

§ 10 Confidentiality

(1) Both parties undertake to treat confidentially all information obtained in the course of fulfilling the contract that is marked as confidential or that evidently constitutes trade or business secrets.

(2) This obligation continues beyond the termination of the contractual relationship.

§ 11 Data protection

(1) The parties observe the relevant data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

(2) Insofar as the Contractor processes personal data on behalf of the Client, the parties conclude a separate data processing agreement (DPA) pursuant to Art. 28 GDPR.

§ 12 Term and termination

(1) The contract term results from the respective individual contract.

(2) Unless otherwise agreed, the contract may be terminated by ordinary notice with one month's notice to the end of the month.

(3) The right to extraordinary termination for good cause remains unaffected.

(4) Notices of termination require written or text form (email).

§ 13 Final provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is – to the extent legally permissible – the Contractor's registered office ([PLACEHOLDER: location]).

(3) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. Invalid clauses are replaced by a provision that comes closest to the economic purpose.

(4) Amendments and additions to these Terms require written form. This also applies to the cancellation of this written form requirement.

As of: June 2026