Our General Terms and Conditions for Marketing Services

Section 1 – Scope

(1) These General Terms and Conditions ("GTC"), as accepted by both contracting parties, govern the contractual relationship between the sole proprietor Marius Jost, Tsar Asen I No. 54 – Apt. 7, 9002 Varna, Bulgaria, Telephone: +359 88 53 53 647, Email: info@jostm.com (hereinafter the "Provider"), and the client (hereinafter the "Customer"). Unless otherwise agreed in writing between the parties, the agreement shall constitute either a service contract (Dienstvertrag) within the meaning of Sections 611 et seq. of the German Civil Code (Bürgerliches Gesetzbuch – BGB) or a contract for work (Werkvertrag) within the meaning of Sections 631 et seq. BGB.

(2) The subject matter of the engagement may consist either of the provision of agreed services (service contract) or the delivery of a specified work result (contract for work). Services shall be deemed performed once the agreed services have been rendered and any questions arising in connection therewith have been addressed, or, in the case of a contract for work, once the Customer has accepted the work. The Customer undertakes, in its own interest, to provide all relevant information truthfully and completely.

(3) These General Terms and Conditions apply exclusively to entrepreneurs (business customers) within the meaning of Section 14 BGB and do not apply to consumers within the meaning of Section 13 BGB.

(4) Any deviating, conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract, even if known to the Provider, unless the Provider has expressly agreed to their applicability in writing.

Section 2 – Description of Services

(1) The Provider offers a broad range of marketing services, including in particular the following:

a. Search Engine Optimization (SEO): The Provider optimizes websites and content to improve their visibility in search engines, including keyword research and strategy, on-page and technical optimization, content planning, and ongoing performance monitoring.

b. Optimization for AI-powered Search (Generative Engine Optimization): The Provider optimizes content and its structured markup to improve visibility in AI-powered search and answer systems, including AI-generated search overviews and chat-based search services.

c. Measurement, Tracking and Attribution: The Provider designs, implements and operates measurement and tracking solutions for the collection and analysis of marketing and website data, including the implementation of tracking systems, the definition of key performance indicators (KPIs), attribution of conversions across multiple marketing channels—including traffic originating from AI-powered search services—and reporting.

d. Content Creation: The Provider creates marketing content, including text, images, graphics and audio materials, to support the Customer's marketing objectives.

e. Website Development and Maintenance: The Provider develops and maintains websites in accordance with the Customer's requirements, including design, programming, content creation and technical maintenance.

f. Marketing Strategy Consulting: The Provider develops marketing strategies based on an analysis of market conditions and the Customer's objectives.

g. Paid Advertising: The Provider designs, places and manages paid advertising campaigns across various online platforms and monitors their performance using KPIs, return on investment (ROI) and other relevant metrics.

h. Social Media Publishing: The Provider creates, publishes and manages content on the Customer's social media accounts.

i. Video Production: The Provider produces video and other moving-image content, including concept development, production and post-production.

j. Print Media Design: The Provider designs and prepares printed marketing materials, including flyers, brochures, roll-up banners and other promotional materials.

k. Other Marketing and Communication Services: Any other marketing or communication services separately agreed between the parties.

Unless otherwise expressly agreed at the time the contract is concluded, the engagement shall be assigned to the Provider's organization as a whole. Any member of the Provider's organization may perform the services. The Provider may also engage freelance contractors or other qualified third parties in the performance of the services. The Provider shall remain the Customer's sole contractual partner at all times.

(2) The Customer shall provide, or ensure the timely provision of, all materials required for the performance of the services, including properly licensed content such as stock photographs, stock music, graphics, videos, logos and fonts.

(3) The Customer warrants that it holds all rights, permissions and licenses required for the agreed use of the materials provided. This includes, in particular, the intended purpose of use, the geographical and temporal scope of the rights, the relevant media or channels of use (e.g. websites, social media, paid advertising or print), and any obligations regarding attribution of authorship or copyright notices. The Provider is under no obligation to verify the chain of title or licensing status of any materials supplied by the Customer and assumes no responsibility in this regard.

(4) The Customer shall indemnify and hold the Provider harmless against all third-party claims arising from any infringement of third-party rights caused by materials or instructions provided by the Customer, including the reasonable costs of legal defence. This shall not apply where the infringement is attributable to the Provider. The Provider shall promptly inform the Customer of any such third-party claims and shall not acknowledge or settle such claims without the Customer's consent.

(5) Unless otherwise agreed, services shall be provided over an extended period of time. Individual projects shall end upon acceptance of the work by the Customer.

(6) The precise scope and content of the services shall be defined in the respective individual agreement or through the parties' ongoing communication and order confirmation.

Section 3 – Conclusion of Contract

(1) Customers may request services by email, messenger application, via the Provider's website contact form, by telephone or in person.

(2) Upon receipt of such request, the Provider shall prepare an individual offer for the Customer.

(3) All offers made by the Provider are non-binding and subject to confirmation. Acceptance, amendments, modifications and ancillary agreements shall require the Provider's written confirmation.

(4) A contract shall only come into existence once the Customer accepts the Provider's offer, for example by email, in writing, verbally or by any other express confirmation. Confirmation given during a video call shall also be valid and may be stored as a recording.

(5) The offer shall define the specific scope of services, the obligations of the parties, and the delivery and payment terms ("Service Description"). Any subsequent changes shall not form part of the agreed services and shall, where applicable, be charged separately.

(6) The Provider reserves the right to decline entering into a service contract or contract for work without stating reasons, for example where the Provider is unable or not legally permitted to perform the requested services due to its specialization or applicable law. In such case, the Provider shall remain entitled to remuneration for all services rendered up to the time of rejection.

Section 4 – Performance of Services

(1) The Provider shall perform its contractual obligations by applying its professional knowledge and expertise in the areas described above. In the case of services (Dienstleistungen), the Provider does not guarantee or warrant that the Customer will achieve any particular commercial or subjective result.

(2) Where the Provider owes a specific work result under a contract for work (Werkvertrag), the Customer shall accept the completed work upon completion.

Acceptance shall be deemed to have occurred if the Provider notifies the Customer that the work has been completed and the Customer does not notify the Provider in text form of any material defects within five (5) business days. The Provider shall expressly inform the Customer in the completion notice that failure to respond within this period shall constitute acceptance.

Minor defects shall not entitle the Customer to refuse acceptance.

Acceptance shall also be deemed to have occurred as soon as the Customer uses the work in production, publishes it, puts it into operation, or makes it available to third parties for use.

(3) The Customer undertakes to use all information materials, reports and analyses prepared by the Provider solely for its own internal purposes. The Customer receives an exclusive, non-transferable right to use such materials. All documents, data and tables are either personal to the Customer and not intended for use by third parties or have been individually created by the Provider for the Customer.

(4) All documents and materials created or provided by the Provider are protected by copyright. This applies both to the content published on the Provider's website and to all other documentation. The Customer shall not reproduce, distribute or make such materials publicly available. Furthermore, the Customer shall not make photographic, video or audio recordings of the Provider's methods or services without the Provider's prior express permission.

(5) The Provider shall be entitled to postpone the performance of services or work if the Provider or any subcontractor engaged by the Provider is prevented from performing due to circumstances beyond its reasonable control, including riots, strikes, lockouts, natural disasters, severe weather, traffic disruptions or illness. In such cases, the Customer shall not be entitled to claim damages.

(6) The Provider may make reasonable modifications to the content or performance of the services where professionally justified, for example due to necessary updates or further developments, provided that such modifications do not materially alter the agreed content and are reasonable for the Customer.

(7) The Provider is not required to perform the services personally and may, at its sole discretion, subcontract performance to qualified third parties.

(8) The Provider assumes no liability for the accuracy of technical data or other information contained in documents or brochures issued by third parties. Such information shall not constitute guaranteed characteristics within the meaning of the BGB.

(9) Any illustrations and descriptions of services on the Provider's website are provided solely for illustrative purposes and are approximate only. The Provider does not warrant complete conformity with such illustrations or descriptions.

Section 5 – Customer Cooperation Obligations

(1) The Customer shall provide all cooperation reasonably required for the proper performance of the services, including, in particular, all relevant information, documentation and, where necessary, access credentials.

(2) Where preparatory work must be performed by the Customer or third parties engaged by the Customer, the Customer shall ensure that such work is completed properly and in due time so that the Provider's performance is not delayed. The Customer shall promptly notify the Provider once such preparatory work has been completed.

(3) Any delays or additional work resulting from the Customer's failure to fulfil its cooperation obligations shall be borne by the Customer. In such cases, the Provider reserves the right to charge the Customer for any additional costs incurred.

(4) The Customer shall immediately inform the Provider of any circumstances that may hinder or delay the performance of the services, including unforeseen events or changes to the working environment.

(5) If the Customer fails to fulfil its cooperation obligations and such failure prevents the Provider from performing the agreed services, the Provider shall be entitled to withdraw from the contract and invoice the Customer for all work performed and expenses incurred. Any further statutory or contractual claims of the Provider shall remain unaffected.

(6) The Customer shall promptly review all drafts, concepts, wireframes, designs, texts, advertisements, website drafts, strategy documents, approval links and other work results submitted by the Provider for review or approval.

Any objections must be communicated in text form within five (5) business days after submission. If no objections are raised within this period, the relevant work results shall be deemed approved.

(7) If, despite a request by the Provider, the Customer fails to perform a required act of cooperation within seven (7) calendar days, any agreed performance and delivery deadlines shall be extended accordingly. The Provider shall be entitled to suspend performance until the Customer has fulfilled its cooperation obligations. Any additional effort resulting therefrom shall be separately remunerated by the Customer.

Section 6 – Payment

(1) Unless otherwise agreed, payment shall be made by the Customer immediately after completion of the services or acceptance of the work, using one of the payment methods specified in the invoice.

(2) Unless otherwise stated in the offer, invoices shall be payable within ten (10) days from the invoice date.

(3) Ongoing services shall be invoiced monthly, unless otherwise agreed.

(4) A fixed lump-sum fee may be agreed for one-time services.

(5) All prices stated in the Provider's offers are net prices for business customers and are exclusive of statutory value added tax (VAT).

(6) The Customer shall be deemed in default of payment if the payment deadline stated in the invoice or otherwise agreed is not met. In the event of default, the Provider shall be entitled to charge statutory default interest, reminder fees and the statutory lump-sum compensation pursuant to Section 288 (1) and (2) BGB. Furthermore, the Provider reserves the right to suspend the performance of recurring services during the period of default without losing its entitlement to the agreed remuneration.

(7) The Provider reserves the right to reasonably increase the agreed fees for recurring services after expiry of the applicable contractual term. Such increase may first take effect after the expiry of the initial contractual term.

Section 7 – Term and Termination

(1) The term of the agreement shall be determined by the respective contract. Where the agreement relates to the one-time provision of services or the delivery of a specific work result, this shall be stated in the contract, and the following provisions of this Section 7 shall not apply.

(2) Ordinary termination of the agreement must be given to the other contracting party no later than one (1) month before the end of the applicable contractual term.

(3) The statutory right of either party to terminate the agreement for good cause without notice shall remain unaffected.

(4) Unless the agreement is terminated no later than one (1) month before the end of the applicable contractual term, it shall automatically renew for successive periods equal to the original contractual term.

(5) Following the expiry of the initial contractual term, the notice period for termination shall be one (1) month prior to the end of the respective renewal term.

(6) Notices of termination may be given in writing, in electronic form pursuant to Section 126a BGB, or in text form pursuant to Section 126b BGB.

(7) Cancellation of ongoing engagements shall require the consent of both contracting parties. The Provider shall be entitled to reasonable compensation for services already performed and costs already incurred.

Section 8 – Intellectual Property Rights

(1) Upon full payment of the agreed remuneration, the Customer shall receive a non-exclusive, non-transferable right to use the designs, websites, texts, source code, plugins and other work results created under the agreement.

(2) The Provider shall retain all rights to its logo and trademark on a permanent basis. The Customer shall not use the Provider's trademark or logo without the Provider's prior consent.

(3) Unless expressly agreed otherwise, all intellectual property rights, copyrights and related rights in project-specific adaptations and developments shall remain vested in the Provider. The Customer shall acquire only the right to use such work results to the extent expressly agreed.

Section 9 – Use of Artificial Intelligence

(1) The Provider shall be entitled to use AI-assisted tools in the performance of the services, including, without limitation, for the creation or editing of texts, images, graphics, audio content, videos, concepts and other work results.

(2) The Customer acknowledges that AI-generated content may contain factual, technical or legal inaccuracies. The Provider gives no warranty as to the accuracy, completeness or legal compliance of AI-generated content. The Customer shall be solely responsible for the final review and approval of all content prior to its publication or use.

(3) By approving, accepting or publishing the content provided, the Customer assumes full responsibility for its further use.

(4) The Customer acknowledges that, under the current legal framework, purely AI-generated content may generally not qualify for copyright protection. Accordingly, the Provider does not warrant that exclusive intellectual property rights exist in, or can be enforced with respect to, purely AI-generated content.

(5) Where the Customer provides its own AI-generated content, data or instructions, or requests the use thereof, the indemnification provisions set out in Section 2(4) shall apply accordingly.

Section 10 – Liability

(1) The Provider shall be liable in cases of intent or gross negligence in accordance with the applicable statutory provisions. Liability arising from guarantees shall remain unaffected and shall apply irrespective of fault.

(2) In cases of ordinary negligence, the Provider shall be liable only under the provisions of the German Product Liability Act (Produkthaftungsgesetz), for injury to life, body or health, or for the breach of essential contractual obligations. In the event of a slightly negligent breach of essential contractual obligations, liability for damages shall be limited to the foreseeable damage typical for this type of contract, unless liability is unlimited due to injury to life, body or health or under the German Product Liability Act.

(3) Any further liability for damages is excluded. The limitations of liability set out above shall also apply to breaches of duty by the Provider's agents, employees and other persons engaged in the performance of its obligations.

(4) Essential contractual obligations are those obligations whose fulfilment is indispensable for the proper performance of the agreement and upon whose compliance the contracting party may regularly rely.

(5) The Provider uses external hosting providers, domain registrars, plugin providers, software providers and payment service providers. The terms and conditions of such third-party providers shall apply in addition where relevant. The Provider shall not be liable for outages, limitations or other disruptions caused by such third-party providers.

(6) Claims for damages arising from ordinary negligence are excluded unless they relate to the breach of essential contractual obligations, injury to life, body or health, guarantees, or claims under the German Product Liability Act.

(7) In the event of data loss, the Provider shall only be liable for such damage as would have occurred even if the Customer had performed proper, regular and risk-appropriate data backups.

(8) Unless expressly agreed otherwise, the Customer's warranty claims and claims for damages, with the exception of claims arising from tort, shall become time-barred in accordance with the applicable statutory limitation periods.

(9) Obvious defects or defects that are reasonably identifiable by the Customer must be reported to the Provider in text form without undue delay and no later than fourteen (14) calendar days after becoming known or reasonably discoverable. Failure to notify the Provider within this period shall exclude claims relating to such defects to the extent permitted by applicable law.

(10) The Customer's claims arising from defects shall lapse where the services have subsequently been modified, expanded or otherwise altered by the Customer or by third parties, and such modifications make it more difficult or impossible to identify or remedy the defect. This shall not apply where the Customer demonstrates that the modifications were not the cause of the alleged defect.

(11) Before remedying a defect itself or commissioning a third party to do so, the Customer shall grant the Provider a reasonable opportunity to inspect the alleged defect and to provide subsequent performance (Nacherfüllung). If the Customer undertakes remedial measures itself or instructs a third party without first granting such opportunity, the resulting costs shall not be reimbursable where the Provider was willing and able to provide subsequent performance.

Section 11 – Confidentiality

(1) The parties shall treat all trade secrets and all other information designated as confidential by the other party (hereinafter referred to as "Confidential Information") as strictly confidential. The receiving party ("Recipient") shall protect the Confidential Information with the same degree of care that it applies to its own confidential information of a similar nature, but in no event with less than reasonable commercial care.

(2) The use of Confidential Information shall be limited to the purposes of performing this Agreement. The Recipient shall not disclose Confidential Information to any third party without the prior consent of the disclosing party. Any such consent must be given in writing.

(3) Where disclosure of Confidential Information is required by applicable law, the Recipient shall be entitled to disclose such Confidential Information to the extent legally required. To the extent permitted by law, the Recipient shall notify the disclosing party prior to such disclosure.

(4) Each party shall ensure that its employees, subcontractors and other third parties to whom Confidential Information is disclosed are bound by confidentiality obligations equivalent to those contained herein. Such obligations shall continue to apply after the termination of the respective employment or subcontracting relationship unless an equivalent statutory or contractual confidentiality obligation already exists.

(5) The confidentiality obligations shall not apply to information that:

a. was publicly known at the time this Agreement was concluded or subsequently becomes publicly known without any breach of this Agreement;

b. has been independently developed by the Recipient without reference to the Confidential Information; or

c. has been lawfully obtained by the Recipient from a third party or from the disclosing party outside the scope of this Agreement without any obligation of confidentiality.

The burden of proving the existence of any of the foregoing exceptions shall rest with the party invoking the respective exception.

(6) Upon termination of this Agreement, each party shall, upon request of the other party, return or delete all Confidential Information of the other party in its possession. This shall not apply to Confidential Information that must be retained due to statutory retention obligations or that forms part of routine backup copies created in the ordinary course of business.

(7) The Provider shall remain entitled to use general knowledge, experience, ideas, concepts, methods and know-how developed or acquired during the performance of this Agreement and retained in the unaided memory of the individuals involved in providing the services ("Residual Knowledge"). This shall not apply insofar as such use infringes the Customer's intellectual property rights or copyrights. The confidentiality obligations set out in this Section shall remain unaffected.

Section 12 – Data Protection

(1) Each party shall comply with all data protection laws and regulations applicable to it.

(2) Where and to the extent that the Provider processes personal data on behalf of the Customer in the course of providing the services, the parties shall, prior to the commencement of such processing, enter into a customary data processing agreement in accordance with Article 28 of the General Data Protection Regulation (GDPR).

(3) The Customer consents to the Provider processing and storing such data as is necessary for the performance of the agreed services. Personal data shall only be disclosed to third parties with the Customer's express consent or where disclosure is required by law.

(4) In addition, the Provider's separate Privacy Policy shall apply, which is available at:
https://jostm.com/datenschutz/

Section 13 – Final Provisions

(1) This Agreement shall be governed exclusively by the laws of the Federal Republic of Germany.

(2) Any amendments or supplements to these General Terms and Conditions must be made in writing to be effective. No oral side agreements exist.

(3) If the Customer is a merchant (Kaufmann) within the meaning of the German Commercial Code (Handelsgesetzbuch – HGB), the registered office of the Provider shall be the exclusive place of jurisdiction. In all other respects, the applicable statutory provisions shall apply.

(4) Should any provision of these General Terms and Conditions or of the respective agreement be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced, by way of interpretation, with a valid and enforceable provision that most closely reflects the commercial purpose of the original provision and the intention of the contracting parties.