preamble

SIOL Marketing GmbH (hereinafter referred to as "the Agency") provides specialized services in the areas of digital marketing, online reputation management (particularly under the brand "RepYourtation"), and the creation and maintenance of digital infrastructures. These terms and conditions are designed to ensure the smooth execution of highly complex web projects and strategic reputation optimizations while strictly maintaining operational efficiency.

§ 1 Scope, subject matter of the contract and minimum term

(1) All current and future deliveries, services, and offers of the Agency are subject exclusively to these General Terms and Conditions. These form an integral part of all contracts that the Agency concludes with its contractual partners (hereinafter referred to as "Customer") regarding the services offered.

(2) The subject matter of the contract includes, but is not limited to: a) Online reputation management: Strategic consulting and operational implementation for optimizing rating profiles on platforms such as Google, Trustpilot and Kununu. b) Web development: Conceptualization, design and programming of websites and online shops. c) Content creation: Production of text, image and video material for social networks and digital advertising campaigns.

(3) A legally binding contractual relationship is only established upon the cumulative fulfillment of the following conditions: the customer's express consent to these General Terms and Conditions, the written confirmation of the cost estimate, and the receipt of the agreed deposit in the agency's business account. For new customers, the agency reserves the right to make the validity of the contract contingent upon full or partial prepayment.

(4) Due to the long-term strategic orientation of the marketing measures (especially in the area of SEO and reputation), a non-negotiable minimum term of 24 months is agreed unless a longer term has been stipulated in an individual contract.

§ 2 Remuneration, payment terms and exclusion of the right of withdrawal

(1) The net prices specified in the individual cost estimate apply, plus the applicable statutory value added tax. Invoices are due for payment without deduction within the period stated on the invoice.

(2) Exclusion of refunds: The placement of the order initiates an immediate operational work process, which includes the allocation of personnel resources and the booking of third-party resources (servers, licenses, subcontractors). In view of this immediate incurrence of costs, cancellation of the order, withdrawal from the contract, or a claim for a refund of payments already made – regardless of the reason – is excluded.

Legal basis – expressly and fully excluded.

(3) In the event of unilateral termination of the cooperation by the client, the agency's entitlement to remuneration for the entire contract period remains unaffected. No refund will be given for unused partial phases.

§ 3 Customer's duty to cooperate and obligations

(1) The successful implementation of the projects depends on the active and comprehensive cooperation of the client. The client is obligated to provide all information, access data (passwords for CMS, hosting, social media, review portals), graphics and texts necessary for project execution in a timely manner and in a digitally usable format.

(2) Delays in the project schedule caused by the customer's negligent or incomplete cooperation (e.g., late delivery of images or approvals) do not release the customer from their payment obligations. In this case, the customer assumes full responsibility for meeting completion deadlines.

§ 4 Work execution, freedom of design and acceptance

(1) Internal project control: The client has no right to view interim versions or drafts before official completion. The agency manages the workflows at its own discretion to ensure efficient finalization.

(2) Design freedom in web projects and graphics: The agency enjoys artistic and design freedom during the execution of the project. This applies in particular to layout structures, color weights, typography, and the placement of decorative elements. Unless the client has submitted written design guidelines (corporate design manual) in advance, the agency's aesthetic decisions are deemed to be in accordance with the contract.

(3) Acceptance: After notification of completion, the customer is obligated to accept the work. This must be done in writing via email. By accepting the work, the customer confirms that it is free of defects.

(4) Additional costs: Change requests after acceptance or fundamental redesigns that deviate from the original briefing constitute a new service. This will be invoiced separately based on SIOL Marketing GmbH's current hourly rate. This also applies to additional costs resulting from indecisive customer behavior ("back-and-forth behavior") or subsequent influence by third parties.

§ 5 Copyright, rights of use and license restrictions

(1) All copyrights and related rights to the created content (websites, graphics, videos, texts, reputation strategies) remain exclusively with SIOL Marketing GmbH. The customer is granted only a simple, non-transferable right of use for the duration of the active contract term.

(2) A transfer of intellectual property does not explicitly take place unless this has been agreed in advance as a separate purchase item (“buy-out”) in the initial invoice and has been fully paid.

(3) Termination of Use: Upon termination of the contractual relationship, all rights of use of the client expire. All content created by the agency must be removed immediately from all channels (websites, social media, portals).

(4) Third-party licenses (CANVA, etc.): The agency uses media licenses from third-party providers (e.g., Canva) for some of its creations. These licenses are issued to the agency and are personal to the agency. Use of this media outside of the projects managed by the agency is prohibited and may result in criminal and civil legal action by the rights holders. The agency accepts no liability in this regard.

§ 6 Copyright notice and mandatory banner (down banner)

(1) A permanent copyright notice (“down banner”) in the footer area, measuring 350 x 50 pixels, will be integrated on all digital platforms created by the agency. This serves to identify the authorship and to promote the agency.

(2) The unauthorized removal, covering, or modification of this banner is prohibited. If the customer violates this provision, the agency is entitled to terminate the contract without notice. In this case, an immediate contractual penalty or a lump-sum compensation for the transfer of intellectual property in the amount of EUR 1,000.00 plus VAT will be payable.

Section 7 Data Protection

The collection, processing, and use of personal data is carried out strictly in accordance with the GDPR. Details can be found in the separate privacy policy of SIOL Marketing GmbH.

§ 8 Third-party service providers and subcontractors

(1) IONOS Partnership: The agency is authorized to conclude hosting and domain contracts with IONOS SE on behalf of the customer and to conduct the necessary correspondence. Additional services subject to charges require prior notification of the customer.

(2) Use of subcontractors: The agency is entitled to delegate the performance of services, in whole or in part, to subcontractors in Germany and abroad. Liability for breaches of duty by these subcontractors is excluded to the extent permitted by law; however, the agency will assign any warranty claims against the subcontractor to the client upon request.

§ 9 Choice of law and jurisdiction

(1) The law of the Federal Republic of Germany shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction for all disputes arising from this contract is the registered office of SIOL Marketing GmbH, provided that the customer is a merchant within the meaning of the German Commercial Code (HGB) or a legal entity under public law.

§ 10 Final Provisions

(1) Severability Clause: Should any provision of these Terms and Conditions be invalid, the validity of the remaining provisions shall remain unaffected. The invalid clause shall be replaced by a clause that most closely approximates its intended economic purpose.

(2) Right to amend: The agency reserves the right to amend these terms and conditions at any time. For existing contracts, the terms and conditions in effect at the time of the order placement shall apply.

As of December 7, 2025
– Managing Director: Dr. Jens Siol