Terms and Conditions of Semtrix GmbH

Semtrix GmbH, represented by its managing director Mr. Andréa Bensaid, Am Wehrhahn 100, 40211 Düsseldorf – hereinafter "Semtrix" – provides its services exclusively on the basis of these General Terms and Conditions. They apply to businesses, legal entities under public law, and special funds under public law – hereinafter "Customer" – for all services of Semtrix exclusively, unless otherwise stated in Semtrix's offer or order confirmation.

These General Terms and Conditions apply, vis-à-vis customers who are businesses within the meaning of Sec. 14 BGB (German Civil Code), to all offers and contracts within the scope of both ongoing and future contractual relationships, even if they are not expressly agreed upon again.

Semtrix provides services in the field of creating and marketing websites on the internet, in particular so-called search engine optimization as well as other internet services in the broader sense. This expressly also includes AI-supported service components, in particular "GSEO" (optimization for Google AI Overviews/AI Mode (formerly SGE)), "GEO" (Generative Engine Optimization) and "LLMO" (Large Language Model Optimization).

Conflicting terms and conditions of the contractual partner are not recognized even if known, unless Semtrix expressly agrees to their validity in writing. These Terms and Conditions also apply if the service is performed without reservation while aware of conflicting conditions of the Customer.

Deviations from these Terms and Conditions and from contractual agreements always require written form. This also applies to any waiver of the written form requirement.

Individual agreements always take precedence over the General Terms and Conditions.

"Generative Engines" within the meaning of these Terms and Conditions are systems that output content/responses by means of generative AI (e.g. ChatGPT, Bing Copilot, Perplexity, Google AI Overviews/AI Mode (formerly SGE)). "Work Results" are all services rendered by Semtrix, including analyses, concepts, content, prompts/prompt sets, reports, data exports and scripts. "Community/Platform Services" are analysis, strategy, content, monitoring and management services on social networks, forums and other community platforms (e.g. Reddit), including the setup and management of profiles or communities.

The parties shall work together in a spirit of mutual trust and shall promptly notify each other of any deviations from the agreed procedure or any doubts as to the correctness of the other party's approach.

The parties shall name contact persons or project managers and their deputies, who shall be responsible for the professional and competent management of the contractual relationship, stating the usual contact details (telephone including mobile number, fax number, email). The Customer's project manager shall, in this respect, be the Customer's authorized recipient of declarations.

The parties shall promptly notify each other of any changes to the named persons. Until receipt of such notification, the previously named contact persons and/or their deputies shall be deemed authorized to make and receive declarations within the scope of their previous authority to represent.

The contact persons shall communicate with each other at regular intervals regarding progress and obstacles in the performance of the contract, in order to be able to intervene in a steering capacity in the performance of the contract if necessary.

Semtrix is entitled at any time to engage subcontractors to fulfill individual or all of its mutual contractual obligations. This may in particular also include AI/LLM, cloud, monitoring and publishing services.

The Customer shall first submit a non-binding inquiry to Semtrix.

Semtrix shall thereupon prepare an offer that contains all key contents of the order, expressly refers to these General Terms and Conditions, and makes them part of the order. The offer shall be sent to the Customer for acceptance.

The Customer shall accept the offer from Semtrix by handwritten or electronic signature and transmission of the order, by documented electronic acceptance, or in text form. If the offer is time-limited, it may only be accepted within the stated period.

If the Customer wishes to deviate from the offer and/or makes changes to the text of the offer, this constitutes a new offer by the Customer to Semtrix. Semtrix may accept this offer within two weeks of receipt by written declaration or declaration in text form.

Oral declarations by Semtrix shall remain ineffective until confirmed in written or text form.

The contracting parties shall always be Semtrix and the Customer named in the offer. If the Customer named in the contract is not itself the owner of the website, or if an intermediary or administrator is engaged by the actual website owner, the actual website owner shall be jointly and severally liable, together with the Customer named in the contract, for all obligations arising from the contract, provided that Semtrix has received a corresponding declaration from the Customer or the actual website owner.

Individual orders as well as additional services within the scope of ongoing work up to a maximum of 1.000,00 € net do not require the submission of cost estimates and may in particular be concluded verbally or by simple, informal email. Likewise, no separate agreement is required for deviations from cost estimates approved by the Customer of up to 20 % of the estimated costs. This applies in particular where changes or extensions to the previously estimated scope of work arise in the course of performing the order, provided these are identified as such by Semtrix.

Insofar as, in individual cases, contracts for third-party services are concluded with third parties at the Customer's request or pursuant to a contractual agreement, the Customer is obliged to indemnify Semtrix internally, upon first demand, against all liabilities arising from the conclusion of the contract with the third party, in particular the obligation to pay the price for the third-party service.

Semtrix reserves the right to demand an advance payment should a change to master data be expected to make the enforcement of claims more difficult.

The transfer of rights and obligations under a contract with Semtrix by the Customer to a third party requires the prior written consent of Semtrix. In the event of a change of ownership or sale of the website to be optimized, the service is likewise not transferable without the consent of Semtrix. In such a case, Semtrix reserves the right to continue to charge the Customer the ongoing costs of the optimization under the current contract.

The subject matter of the contract is determined primarily by the specific contractual relationship. These Terms and Conditions serve to interpret the content of the contract. In case of doubt, however, the content of the contract shall take precedence over these Terms and Conditions.

The content of the contract may include services and functions of third parties. With regard to such services, the third party's terms and conditions shall apply additionally. The Customer is aware in this respect that the placement of its website and/or its advertisements in search engines and other portals cannot be guaranteed by Semtrix, since the relevant criteria and any costs are defined by the respective providers and may be subject to change at any time. The same applies equally to display in AI-based overviews/answer fields (e.g. Google AI Overviews/AI Mode) as well as to citations/mentions in Generative Engines; no particular representation, frequency or placement can be promised.

Semtrix shall not compensate the Customer in the event of non-publication or deletion (including for reasons of a policy violation) of its website by one or more search engines or portals, as this lies solely within the discretion of the respective operators. An exception applies where a case of mandatory liability under these Terms and Conditions exists. The same applies to changes, restrictions, or discontinuation of AI/LLM functions by third-party providers (e.g. API limits, policy changes, roll-backs).

The place of performance is the registered office of Semtrix. On-site appointments at the Customer's premises must be agreed separately.

Semtrix shall, unless otherwise agreed in an individual order, generally provide technical services. Compliance with laws and the legal conformity of the commissioned services shall, in principle, be the Customer's responsibility.

With regard to the internal costs of Semtrix's services, upon conclusion of the contract, work and personnel expenditure corresponding to the monthly budget shall be taken into account. Semtrix shall offer this work performance anew each month for the duration of the contract, without any separate action being required. If the Customer changes its need for services during an ongoing contract, for example because it decides to close AdWords accounts, reduce budgets, or cease its cooperation in the implementation of measures, this shall have no effect on the agreed remuneration of Semtrix.

Acceptances by the Customer in earlier phases of performance are binding. Requests for changes to accepted services may in particular have effects on other services and are therefore subject to additional charges. Changes to services already accepted or already begun on the basis of agreements shall be remunerated separately. Semtrix shall notify the Customer of the effects the requested change will have, in particular with regard to remuneration, additional effort and deadlines. The contracting parties shall promptly consult on the proposal for implementing the requested change and, if applicable, conclude a supplementary agreement. If no agreement is reached, or if the change process ends for any other reason, the original scope of services shall remain in effect. The same applies if the Customer does not agree to a change in services.

Semtrix is not subject to any non-compete obligation and may accordingly also work for different customers in the same industry.

The Customer is the legal operator of, and responsible for, the websites or accounts being managed. The Customer shall provide Semtrix with the necessary access. If Semtrix sets up such sites for the first time, it shall provide the Customer with the access credentials. The Customer expressly authorizes Semtrix to initially set up and open correspondingly commissioned accounts, insofar as the Customer does not yet have any. The Customer warrants its necessary cooperation in this regard.

In principle, Semtrix's services generally require a few weeks to take effect. Semtrix's services are therefore designed for a longer period of time. The services provided by Semtrix over the entire contract term largely accrue at the start of the contract term. Insofar as the parties have agreed monthly budgets, these do not represent the respective working hours of a week or a month, but rather constitute an overall budget of services for the fixed contract term. Semtrix is entitled to allocate the available budget independently, to the best of its knowledge and based on its professional expertise. The Customer is obliged to purchase this overall budget and is, at the same time, entitled to draw down this overall budget of services from Semtrix.

Without separate agreement, Semtrix is not obliged, as part of the warranty, to provide (software) updates or upgrades to its services or otherwise keep the subject matter of the contract up to date, in particular not even where third-party products change. Any warranty rights relate only to the service rendered under the contract at the time of handover to the Customer. Semtrix may decide, on a voluntary basis, to carry out updates or upgrades free of charge for the Customer; however, there is no obligation to do so, nor any right of the Customer to demand it.

Support services after handover of the subject matter of the contract to the Customer shall, insofar as not contractually included, be remunerated separately. This regularly includes queries from the Customer, support services from Semtrix, etc. Such services may be agreed as part of a support contract.

The specific weighting of individual measures (onpage/offpage/content, GSEO/GEO/LLMO, monitoring, etc.) lies – within the agreed budget – at the discretion of Semtrix's project team and is based, among other things, on the website's starting condition, the competitive environment, the target vision, and the budget. The Customer receives regular reports on the services rendered and key findings.

AI models and search systems are subject to constant change (algorithms, delivery logic, rate limits, policies). Visibility, citations and results may fluctuate; a particular outcome (ranking, display, citation) is not owed (contract for services).

To maximize quality and efficiency, Semtrix uses AI-supported tools for standardizable, recurring tasks (e.g. generation/optimization of meta information and meta descriptions, alt tags, snippets, structured data). The results are reviewed by specialists and adjusted as needed. Insofar as activities can be automated in this sense, they are not performed manually, in order to reduce billable effort for the Customer. The Customer agrees that remuneration is calculated according to the agreed pricing logic (e.g. flat fee/result) and that there is no entitlement to a particular share of manual work; deviating instructions from the Customer (e.g. "manual only") require prior written agreement and may result in additional costs.

The use of Customer data for training/fine-tuning models shall only take place following an express, documented agreement (opt-in) and subject to the conclusion/supplementation of the data protection agreements.

Insofar as the individual contract provides for access to the Eskimoz App or a comparable monitoring or reporting system, Semtrix shall provide it for the agreed contract term and to the agreed extent, in particular with regard to domains, user accounts, modules and data sources. Any functionality beyond this is not owed.

The system may consolidate SEO, SEA, web analytics, content, brand, community/platform, project and GEO/LLM visibility data, and may in particular provide dashboards, reports, project files, crawls, monitoring, alerts, AI-supported analyses, research, draft texts or reports, and assistance functions. The offer and the modules and connectors activated for the Customer shall be binding.

Data, measurements, forecasts and AI-supported results or recommendations may depend on third-party sources, model changes, personalization and technical limitations. Semtrix does not warrant uninterrupted or unchanged availability, nor the completeness, timeliness or error-free nature of the displayed data or generated content. Results do not replace professional review; measures or changes to websites, campaigns, bids or publications shall only be implemented insofar as this is agreed in the individual contract or approved by the Customer.

The Customer shall provide the necessary access and authorizations for agreed data sources, protect user accounts and access credentials from unauthorized use, and notify Semtrix immediately of any misuse or security incidents. The Customer is responsible for the files, keywords, prompts and other parameters entered by its users, as well as their approvals. Rights of use to the system are non-exclusive, non-transferable and limited to the contract term and the agreed purpose.

Connectors and data sources may only be activated to the agreed extent. This applies in particular to web analytics, search, advertising, social media and other platform data, as well as to files stored in project areas. Insofar as personal data is processed, such use requires a sufficient data protection agreement and the approval of the subprocessors and processing purposes used for this purpose.

Upon termination of the contract, the agreed system access shall end, unless otherwise agreed. The Customer shall export the required data and project files in a timely manner; return, deletion and legally required retention shall be governed by the data protection agreements and the individual contract.

Search engine optimization provided by Semtrix is based on the state of knowledge at the time the contractual service is rendered. By its nature, the conditions for good search engine visibility can change quickly and without prior notice. Furthermore, not all optimization factors can be addressed solely on the software side; rather, content-side support is required. Liability for a good ranking in a search engine therefore cannot be assumed. The same applies correspondingly to display in AI Overviews/AI Mode and comparable AI-based forms of presentation.

Search engine optimization services are governed essentially by the law of contracts for services.

In connection with search engine optimization, the parties shall consult on the factors to be optimized. Semtrix shall propose the optimizations to the Customer. Once these have been approved, responsibility for the legal permissibility of the optimizations lies with the Customer.

Services that are not identified in the offer as continuous or monthly services shall only be rendered once per payment of the one-time flat fee. Onpage optimizations are, as a rule, carried out only once during the contract period.

Link reporting may first be requested by the Customer after 3 months of contract term.

Implementation of the measures proposed by Semtrix on the Customer's website is the Customer's responsibility, unless otherwise agreed. If implementation does not take place, and the proposed measures are necessary for the further optimization of the website and thus for the rendering of further contractual services, Semtrix shall be released from the obligation to render further measures until such measures are carried out. Semtrix's service shall be deemed tendered upon proposal of the service. This tender remains effective until the measure is implemented.

Implementation of so-called offpage optimizations shall be undertaken by Semtrix in consultation with the Customer. In the event of default of payment by the Customer, Semtrix is entitled to discontinue optimizations already carried out and to withhold further services until the default has ended. This shall not affect the Customer's obligation to pay remuneration for the remaining contract term, nor the contract term itself.

In addition, Semtrix may provide AI-related optimizations (GSEO/GEO/LLMO): including structured data/schema, AI Overviews/AI Mode/snippet optimization, prompt/engine testing, optimization of external source profiles (e.g. Wikipedia/Wikidata, industry directories, PR), content seeding/distribution, as well as structuring of content (tables/FAQs/fact blocks) for improved usability by LLMs.

Definitions and Nature of the Services

The following provisions govern the AI-supported services of Semtrix:

GSEO (Google AI Overviews/AI Mode Optimization (formerly SGE)): measures for the content-related and technical optimization for AI-generated search/answer surfaces, including structured data.

GEO (Generative Engine Optimization): measures to improve discoverability/perception in generative answer systems (e.g. chatbots, AI assistants, knowledge/answer engines) outside of classic search results pages.

LLMO (Large Language Model Optimization): measures for the model-appropriate preparation/structuring of content for improved usability and citability by LLMs.

The services are rendered as services (contract for services); a particular outcome (e.g. inclusion in AI Overviews/AI Mode, specific prompt responses, citation by LLMs, rankings, visibility or revenue targets) is not owed.

Management of measures: the selection, sequencing and weighting of individual measures within the agreed budget lies within Semtrix's professional discretion and is based on the starting condition, target vision, resources and platform developments; the Customer receives regular reports.

System limitations: generative systems, search engines and knowledge graph sources continuously change algorithms, policies, interfaces and delivery logic; outputs may vary, be erroneous or outdated. Semtrix implements appropriate professional standards but cannot guarantee any particular display, visibility or citation.

For GSEO/GEO/LLMO, Semtrix owes a service (best-efforts obligation), not a particular outcome (e.g. inclusion in Overviews, mention/citation).

Publications/profile changes on third-party platforms are subject to their rules/review; activation or retention cannot be guaranteed.

Visibility/citation monitoring is carried out on a sample and tool-specific basis; measurements may vary due to rate limits, personalization and country settings.

Scope of Services & Delimitation

Onpage optimization for AI Overviews/AI Mode, in particular:

Schema markup/structured data (conception, implementation/guidance, quality assurance),

Featured snippets/zero-click optimization,

Keyword mapping & content strategy with a focus on generative search/answer surfaces,

Prompt/SERP testing and visibility analyses (sample-based, ongoing),

Development of content formats suitable for generative search/answer surfaces (e.g. FAQs, fact blocks, checklists).

Implementation: insofar as implementation directly within the Customer's system is not agreed/enabled, Semtrix shall provide instructions for action; their timely implementation is the Customer's responsibility.

Limitations:

AI Overviews/AI Mode are region-/query-dependent and not rolled out everywhere; displays may disappear without prior notice.

Selection/display is a matter solely for the platform provider; Semtrix has no influence over this.

Changes to the Customer's CMS/theme/plugins may overwrite structured data; the Customer shall ensure that adjustments are preserved.

External Profiles, Sources & Link Ecosystem

Monitoring & testing: systematic queries/prompt tests are carried out across relevant Generative Engines; visibility screens and trend indicators (methodologically sample-based).

Source optimization (no guarantee of acceptance): advice/support is provided with regard to profiles/sources, including Wikipedia/Wikidata (policy-compliant approach via talk pages/requests), industry directories, news/PR, trusted sources/knowledge graph triggers. Publication/modification lies solely with the respective third party.

Content seeding & distribution: planning/placement in AI-relevant sources; insofar as paid publications/advertorials are used, labeling is carried out in accordance with law/policy (e.g. advertising/sponsored, rel attributes).

Link measures ("white-hat"): acquisition/placement/recommendation of authoritative, topic-relevant links; no commitment as to permanence, position or attribution (e.g. nofollow/sponsored). Removal/modification by third parties does not constitute a defect.

Compliance: work is carried out in a policy-compliant manner (no misleading practices, no covert astroturfing, no circumvention of technical protective measures, no automated mass edits). The Customer shall provide the necessary approvals/evidence (e.g. trademark, company, personal data) and is responsible for factual accuracy.

Model-Appropriate Content Preparation

Structuring/formats: creation/revision of LLM-friendly content (e.g. tables, lists, clear fact blocks/FAQs, defined entities, date/source information), normalized metadata and internal linking.

Citability/reliability: orientation toward citable and verifiable information (references, canonical sources, E-E-A-T signals); no assurance that an LLM will cite or display this content.

Transformation services: Semtrix may shorten, rearrange, and normalize content (without distorting its meaning). The Customer shall ensure that it holds the rights to the materials provided and that legal requirements (e.g. labeling obligations) are complied with.

Limitations: LLM outputs may deviate despite optimized content; hallucinations cannot be fully excluded.

Monitoring, Measurement Methodology & Reporting

Reporting: the Customer is provided with read access to the monitoring system. The Customer is obliged – where there is a corresponding need – to regularly inform itself of the status.

Methodology/disclaimer: measurements are sample- and tool-specific; availability/rate limits, personalization, localization and test environments may produce differing results. KPIs are indicative and not equivalent to auditor or panel data.

Changes to KPIs: Semtrix may appropriately adapt KPIs/methods to market/platform changes; material changes will be explained.

Third-Party Platforms, Policies & Lawfulness

Third-party providers are solely responsible for the publication, display, moderation, labeling, attribution and deletion of content/links/profiles. Semtrix does not warrant their conduct or availability.

Semtrix works in a policy-compliant manner (e.g. Wikipedia/Wikidata COI rules, platform guidelines, robots/terms of service). Attempts at circumvention are excluded.

Legal assessment/compliance of the Customer's statements/claims is the Customer's responsibility; Semtrix shall point out identified risks but does not owe legal advice.

Rights to Work Results & Training Use

For individually created work results, the Customer shall, upon full payment, receive the rights of use described in Section 20. Pre-existing/standardized elements (methods, templates, prompt collections, scripts, tooling) remain with Semtrix; a simple, non-exclusive right of use for the contractual purpose applies.

Use of Customer data for training/fine-tuning AI models shall only take place upon express prior agreement (opt-in) and on the basis of the data protection agreements (Section 18/DPA).

Changes, Substitutions & Third-Party Providers

Changes to algorithms, roll-outs, rate limits, APIs, policies or pricing models of the third-party providers used (search, AI, cloud, community/platform and monitoring services) may require adjustments. Semtrix is entitled to use equivalent alternatives and to appropriately modify the description of services; Section 15 (Price Adjustment) remains unaffected.

The unavailability of individual functions/platforms does not constitute a breach of duty, provided Semtrix offers a suitable alternative or relocates the measure to an available module.

License & Publication Authorization ("Seeding Authorization")

The Customer grants Semtrix a simple, worldwide, royalty-free license to reproduce, edit (without distorting its meaning), label and publicly distribute Customer-side content (including trademarks/logos, where necessary) in order to build knowledge/source profiles (e.g. structured data, specialist articles, FAQs, PR contributions, industry directories, Wikipedia/Wikidata – policy-compliant only).

The Customer warrants that it holds the relevant rights or the required third-party licenses and shall indemnify Semtrix in this respect.

Editorial decision-making authority lies with the respective platforms; there is no entitlement to publication/retention.

Labeling obligations (e.g. "advertising", rel attributes) and compliance rules shall be observed; covert influence is excluded.

Customer's Responsibility for Personal Data

The Customer shall classify the content provided and ensure that a valid legal basis exists for any personal data involved (e.g. named quotes from employees, author profiles); the Customer shall obtain and document any required consent from the data subjects.

Where natural persons are publicly named, the Customer shall ensure that rights to name/image and labor-/press-law requirements are complied with.

The agreed scope of services may in particular include audits and social listening, strategy and editorial planning, the setup and management of profiles or communities, the creation and publication of threads, posts and comments, community management and moderation, as well as brand monitoring and responding to relevant discussions. The respective offer shall be decisive.

Profiles, roles and posts must be truthful and must not be designed to be misleading. Semtrix does not owe the pretense of independent user experiences, the use of false identities, or covert influence. Where the commercial purpose or the connection to the Customer is not immediately apparent, disclosure or labeling required by law and by platform and community rules shall be provided.

Semtrix complies with the applicable platform and community rules. In particular, the following are excluded: spam, automated or coordinated mass activity, artificial amplification of reach, ratings, votes or interactions, circumvention of blocks, and other inauthentic manipulation. Multiple profiles may only be used where the purpose and use are rule-compliant and do not create artificial amplification.

Publication, visibility, prioritization, moderation, deletion or blocking of content, profiles and communities lies within the sphere of influence of the respective platform and its moderators. Unless expressly quantified in the offer, no particular volume of publication or interaction is owed; in particular, impressions, upvotes, comments, karma, traffic, leads, rankings, mentions or AI citations are not guaranteed.

The Customer shall provide, in good time, factually accurate and verifiable information, required approvals, as well as contact persons and instructions for responding to critical or legally sensitive content. Semtrix may suspend measures until approval or clarification is obtained and may decline unlawful or rule-violating instructions.

Customer-related official profiles or communities shall, insofar as technically possible and permitted under platform rules, be set up directly in the Customer's name and under the Customer's control; Semtrix shall receive the access rights necessary to render the service. Personal or pseudonymous user accounts are not transferable, insofar as platform terms or the account structure preclude this. The parties shall determine the administration and handling of accounts upon termination of the contract in the individual order.

Where personal data is processed on behalf of the Customer, or transferred into a monitoring or reporting system, in the course of monitoring, social listening or community management, the data protection agreements shall apply, including the subprocessors and processing purposes approved therein.

Customers have the option of engaging Semtrix for so-called link building measures instead of comprehensive search engine optimization. Under an individually agreed link building contract between the parties, the Customer engages Semtrix to maintain its link profile.

The subject matter of link building contracts is the provision and generation of so-called backlinks, i.e. references from one website leading to a particular website. In many search engines, the number and nature of backlinks is used as a measure of a website's importance and relevance. Link building measures may also include the creation and provision of accompanying content (in particular texts) for this purpose.

Within the scope of link building measures, Semtrix regularly renders services. An actual outcome, such as an improvement in search ranking, is not owed by Semtrix.

Semtrix acts under these contracts as a service provider and broker of high-quality link sources. The Customer has the option of integrating these links and link packages into its website, or otherwise making use of them for the purpose of improving its search engine ranking.

Semtrix's remuneration for link building measures is determined by individual agreement between the parties. As a rule, remuneration increases in line with the desired number of links.

The services to be rendered by Semtrix are set out in the contract concluded with the Customer. The subject matter of the contract includes, in particular, analyses of link profiles, creation of a "clean" link profile, conception and implementation of link building, and contact with publishers, as well as the conception, creation and provision of the content required for link building, in particular texts (e.g. blog posts, specialist and guidance articles, landing page texts). The content, choice of topics, tone, length and placement of the content shall be at Semtrix's discretion, taking into account the contractual objective and industry-standard requirements; approvals/instructions from the Customer remain unaffected.

Customers are prohibited from using Semtrix's services as an acquisition tool to gain direct contacts with publishers or website operators. For the duration of the contract, Customers are prohibited from concluding corresponding contracts directly with publishers or operators by circumventing Semtrix. Semtrix expressly reserves the right to claim damages in such cases.

Link packages may only be booked once per domain. In the event of multiple bookings, Semtrix is entitled to cancel them.

The Customer is entitled to demand corrections to the created content from website operators and persons responsible, via Semtrix, insofar as the content deviates materially from the scope of the order. Such requests for correction must first be formulated to Semtrix in a clear and comprehensible manner.

The Customer is aware that websites may cease operation and that content placed on them may no longer be accessible on the internet. Semtrix shall not be liable in such cases for the agreed duration of published content. However, Semtrix shall already endeavor, when concluding the contract with the Customer, to exclude unreliable websites from the publication of content.

Use of AI and Labeling of Content

Semtrix is entitled to use artificial intelligence (AI) systems for the creation, revision and optimization of content as part of link building. AI-generated content is, where necessary, reviewed editorially by Semtrix; Semtrix assumes responsibility for the content of the commissioned material, insofar as contractually owed.

As a general rule, no separate labeling as AI-generated is applied to the agreed text content. By way of exception, Semtrix shall apply labeling insofar as this is legally mandated (in particular under the EU AI Regulation/AI Act, once applicable), for example where content is created and published for the purpose of informing the public about matters of public interest and no editorial responsibility is assumed.

Insofar as synthetic image, audio or video content is exceptionally commissioned as part of link building, separate transparency obligations apply to such content. Required notices/overlays shall be applied by Semtrix.

The Customer shall inform Semtrix in advance if it intends to use content to inform the public about matters of public interest, and shall refrain from removing or obscuring legally required notices. The Customer shall ensure the visibility of such notices on its distribution channels. The Customer shall bear any additional costs resulting from legally required labeling (e.g. additional notices/overlays/versioning).

Semtrix is entitled, and – insofar as legally required or technically mandated – obliged, to integrate machine-readable markers/signals (e.g. watermarks, metadata) into synthetic content. The Customer may not remove or suppress such markers.

Semtrix is entitled to adapt labeling and review processes to changes in the legal situation or regulatory guidance. The mere presence or absence of a label does not constitute a defect, provided it complied with the legal view/guidance applicable at the time of creation.

If the Customer violates its obligations under letters d) or e), or removes required labeling, it shall indemnify Semtrix against any resulting third-party claims, regulatory measures and fines, insofar as the Customer is responsible for the violation.

In connection with existing link building contracts with Customers, Semtrix shall engage with publishers. Cooperation with publishers is governed by its own contractual basis. The parties agree, in this respect, that Semtrix's General Terms and Conditions shall also apply to this contractual relationship, unless the publisher's General Terms and Conditions contain deviating provisions.

The specific subject matter of the agreement arises from the individually concluded contract. In principle, the publisher is obliged, as the operator of or otherwise responsible for one or more websites, to create unique content for the Customer.

Content shall mean all material suitable for editorial publication on the websites of the respective operators or responsible parties. This may include graphics, texts, documents or videos.

The publisher is prohibited from offering a text that has already been published again.

The topic of the content to be published shall be specified for the publisher by Semtrix. The publisher undertakes, in this respect, to create and publish a text of average linguistic and professional quality. This text shall be accepted by Semtrix in accordance with the statutory provisions, or rejected with reference to one or more material defects. In the latter case, the publisher is obliged to make corrections.

For self-created content, the publisher is responsible for ensuring that the content does not infringe the rights of third parties or applicable competition law. In particular, the content must not glorify violence, be racist, defamatory, or otherwise illegal.

Semtrix is furthermore entitled at any time to write a text itself in accordance with para. 3 and have it published by the publisher. In this case, Semtrix shall ensure that the text is unique and has not previously been published.

Content created by the publisher or provided by Semtrix, including a link to Semtrix's end customer, must remain online for the duration of the contract between the publisher and Semtrix – but for at least 12 months. The created content must not contain any indication that it is a paid text or link. The publisher is not permitted to remove content from the website on its own initiative based on its own assessment. In the event of removal or other loss of the content through no fault of Semtrix, Semtrix expressly reserves the right to reclaim amounts paid and/or to claim damages.

The publisher undertakes not to subsequently modify the created or provided content and, in particular, not to associate it with Semtrix or its end customers. This shall not apply insofar as such an association arises from the accepted or provided content itself.

For the duration of the contract term, the publisher shall, at the beginning of each month, prepare a brief report on all content created for, or provided by, Semtrix. This report must enable the performance of the content or link to be determined; it must therefore in particular include the number of website visits and the number of clicks on the relevant link.

If the websites of an operator or responsible party are frequently unreachable, Semtrix expressly reserves the right to exclude that website from further content publication.

Contractual services in the field of online advertising are, as a general rule, governed by the law of contracts for services. This means: in connection with online advertising, Semtrix owes an effort to achieve an outcome defined between the parties, but does not guarantee the occurrence of that outcome itself, in particular not the achievement of goals set by the Customer itself, e.g. an increase in its revenue, longer visitor dwell time on its website, or similar. Insofar as outcome-related elements, such as the setup of an account or a particular campaign, are agreed, these merely serve to prepare the service and do not alter its legal classification. Should it be assumed, in case of doubt, that the law governing contracts for work applies, the owed outcome likewise relates only to the corresponding actions to be performed, and not to any associated expectations of the Customer.

In connection with media and ad placements, the advertising strategy shall be discussed with the Customer in a briefing. The Customer is responsible for selecting the advertising copy and keywords. Based on the advertising strategy developed in the initial discussion, Semtrix shall, applying its professional expertise and to the best of its knowledge, carry out permissible media and/or advertising placements, optimize campaigns and copy, and make pricing decisions at its discretion.

The Customer is required to monitor the current campaign status in the respective portal and to report desired changes to the contractor.

Insofar as keywords and advertising copy requested by the Customer violate competition law or other statutory provisions, the liability risk remains with the Customer. In the event of a claim by a third party, the Customer shall indemnify Semtrix upon first demand.

If the Customer engages Semtrix to place paid advertising – in particular in the area of Google Ads (or comparable services) – Semtrix shall set up and manage a corresponding user account for the Customer. If the underlying order provides that Semtrix is to take over management of an already existing, similar account, the Customer undertakes, upon conclusion of the contract, to provide the access credentials without being requested to do so. The obligation to provide the user data extends over the entire contract term. If the Customer changes these access credentials during the ongoing contract term and thereby intentionally denies Semtrix access, a contractual penalty in the amount of 50 % of the agency fee that would otherwise ordinarily still accrue, up to the end of the contract term or until the restriction on access is lifted, shall become due, whereby the assertion of further claims for damages is expressly reserved.

If the Customer and Semtrix agree on budgets fixed for certain periods, Semtrix does not guarantee that this budget will be sufficient for all services in the current period, or that it can be fully used up within the current period. Within the scope of permissible discretion, Semtrix shall, in such cases, use up any remaining budget or carry forward the corresponding credit to the following period.

Semtrix shall carry out commissioned media planning projects to the best of its knowledge and belief, on the basis of the media-related documents available to it and generally accessible market research data. Semtrix does not owe the Customer any particular advertising success through these services.

The booking of ad impressions, page impressions, clicks, etc. for a particular period is based on the past experience of Semtrix and its suppliers. Should the booked volume be bindingly promised or guaranteed and not be used up within the agreed period, the period of the placement shall be extended until the agreed booking volume is reached. Based on its available expertise, Semtrix shall have discretion in optimizing the Customer's campaigns with regard to variable factors such as cost per click, position and impressions. Nevertheless, Semtrix shall exercise this discretion in line with the wishes expressed by the Customer and the broader subject matter of the services.

If the Customer recognizes that its own information and requirements are incorrect, incomplete, unclear or not feasible, it shall promptly notify Semtrix of this and of any consequences apparent to it.

The Customer shall support Semtrix in fulfilling the services owed under the contract. This includes, in particular, the timely provision of any necessary information (including responses to substantive questions), image, audio, text or other data material in a common, immediately usable digital format, as well as hardware and software to the extent required. In addition, the Customer shall make available, in the required number, its own employees with the necessary expertise to carry out the contractual relationship. The Customer shall bear the costs arising from work having to be repeated or delayed by Semtrix as a result of the Customer's incorrect, incomplete or subsequently changed information.

In addition, the Customer shall guarantee Semtrix, to the extent required and at its own expense, unrestricted actual and/or remote access to the Customer's premises or systems and to the areas required by Semtrix, throughout the entire contract period, at any time of day or night. Details in this regard shall, where applicable, arise from the offer or the description of services agreed between the parties. Insofar as optimization is to be carried out directly by Semtrix, the Customer shall grant Semtrix full read and write access to its server. If this is not done within a deadline set by Semtrix, Semtrix shall assume that the Customer will enter any content itself. The same applies if the entry of any services or content by Semtrix on the Customer's website is not possible for other reasons.

The Customer undertakes to promptly disclose and transmit to Semtrix any changes to its data and any access credentials. Delays in the rendering of services resulting from late notification shall not fall within Semtrix's area of responsibility.

The Customer shall either provide texts, search terms and/or search term combinations to be optimized, or select them from a preliminary selection made by Semtrix. The Customer is obliged to check the documents provided for the performance of the order (texts, photos, logos, data sets, etc.) as well as any search terms it has selected, for any existing copyright, trademark or other third-party rights. Semtrix shall not be liable for any infringement of such rights. If Semtrix is held liable for such an infringement, the Customer shall indemnify and hold Semtrix harmless.

Insofar as Semtrix uses third-party software to produce the subject matter of the contract and/or otherwise uses third-party software to render services at the Customer's request, the Customer must itself ensure that it holds a license to use such software, unless otherwise agreed. The scope of services depends on the respective functional scope of the third-party product.

Insofar as contracts for third-party services are concluded for the Customer in the name of, and for the account of, Semtrix, the Customer undertakes to indemnify Semtrix internally against all liabilities arising therefrom.

Unless otherwise agreed, the Customer shall itself be responsible for the hosting of a website.

The Customer shall notify Semtrix, without culpable delay, of any necessary changes to the Customer's data that affect the processing of an ongoing order or concern services already rendered.

If the Customer fails to fulfill its obligations, either immediately or despite a deadline that may have been set, Semtrix may be unable to render its services, or may only be able to do so to a limited extent. This has the consequence that the optimization measures will not take effect at all, or only with significant delay. Semtrix reserves the right, in such a case, to terminate the contract and invoice for the work performed.

Semtrix is entitled to begin performance of the contractual service immediately upon conclusion of the contract.

The Customer shall provide in a timely manner: system access, content/data feeds, product data, legal texts/evidence, brand guidelines, contact persons, approvals (including PR/legal), as well as information on risks/special rules applicable to its industry.

The Customer shall review and approve publications/profile applications/PR texts within the agreed deadlines. Delays shall extend deadlines and may result in additional costs.

The Customer shall not submit special categories of personal data or confidential information in prompts/tests/uploads, unless this has been expressly authorized and is legitimized under data protection law (see Section 18/DPA).

The Customer shall ensure that content/data provided is lawful and does not infringe the rights of third parties (in particular trademark, copyright, competition and personality rights), and shall grant the rights of use required to render the services.

The Customer shall carry out any cooperation actions owed under the contract at its own expense.

If the Customer wishes to change the contractually defined scope of a service to be performed by Semtrix, the Customer is obliged to notify Semtrix of this request for change in text form. Likewise, Semtrix will notify the Customer if a change to the contract appears necessary with regard to the feasibility of the project, in particular for technical, design, or legal reasons.

Semtrix will review and inform the Customer of the effects the requested change will have, in particular with regard to remuneration, additional effort, and deadlines. If Semtrix determines that, as a result of this review, the services to be performed cannot be carried out, or can only be carried out with delay, Semtrix will notify the Customer accordingly and point out that the requested change can only be reviewed if the affected services are postponed for an initially indefinite period. If the Customer agrees to this postponement, Semtrix will carry out the review of the requested change. The Customer is entitled to withdraw the request for change at any time; the change procedure that has been initiated then ends. Any additional costs incurred up to that point are to be borne by the Customer.

After reviewing the requested change, Semtrix will present to the Customer the effects of the requested change on the agreements made. This presentation will contain either a detailed proposal for implementing the requested change or an explanation of why the requested change cannot be implemented.

The contracting parties will coordinate without delay on the proposal for implementing the requested change and, if applicable, conclude a supplementary agreement. If no agreement is reached, or if the change procedure ends for any other reason, the original scope of services remains in place. The same applies if the Customer does not agree to a change in the services.

The Customer shall bear the costs arising from the request for change. These include, in particular, the review of the requested change, the preparation of a change proposal, and any resulting downtime. Where the parties have agreed on daily rates, these costs will be calculated on that basis; otherwise, they will be calculated according to Semtrix's then-current daily rate schedule.

The deadlines affected by the change procedure will, where necessary, be postponed taking into account the duration of the review, the duration of the coordination on the change proposal, and, where applicable, the duration of the changes to be carried out, plus a reasonable lead time. Semtrix will notify the Customer of the new deadlines.

Semtrix shall not be liable for delays, legal or technical problems, or other adverse effects on the subject matter of a project's services if the Customer has disregarded Semtrix's proposal for the change to the services.

If the Customer wishes to pause the project, Semtrix is entitled to invoice all services already rendered and to notify the Customer of any additional effort resulting from the postponement of deadlines. If the parties fail to reach agreement, Semtrix is entitled to complete and invoice those services it is able to perform without the Customer's cooperation.

Semtrix is at all times entitled to change or deviate from the services to be performed under the contract if, having regard to Semtrix's interests, such change or deviation is reasonable for the Customer. This includes the replacement of, or addition to, third-party tools or AI providers, provided that equivalent results can be pursued.

Where Semtrix provides work-contract services (Werkleistungen), it is entitled to request one or more interim acceptances from the Customer for severable parts of the services to be performed (interim acceptance). The Customer is obliged to accept Semtrix's substantially contract-compliant service upon Semtrix's request. Acceptance may not be refused on grounds of taste. Acceptance must be given in text form.

Proofs/drafts submitted for correction must be carefully reviewed by the Customer. Error corrections must be clearly marked. Any fundamental or subsequent requests for changes are subject to a fee.

Upon notification of the completion of a (partial) service, or in the case of final acceptance, the Customer is obliged to examine the (partial) service to determine whether it was rendered substantially in accordance with the contract. Corresponding requests and approvals may be made in text form.

Acceptance is deemed to have occurred if the Customer fails to carry out acceptance within a reasonable period set by Semtrix in text form following delivery, or refuses acceptance, or if the service has been used by the Customer within its intended scope.

Irrespective of the foregoing provisions, acceptance by the Customer is deemed to have occurred, at the latest, upon the Customer's uncontested taking-over and use of the services within the scope of the project covered by the contract.

If the Customer does not consider the services rendered to be substantially in accordance with the contract, the Customer must notify Semtrix of any objections without undue delay, comprehensibly and in text form. This notification must be specific enough to enable Semtrix to remedy the service without needing to make further inquiries of the Customer. If the services to be accepted are presented and discussed at an on-site meeting, the Customer must notify Semtrix in text form within 7 days of the meeting if it does not accept the services, unless the parties have mutually agreed on a different procedure at the meeting. Upon fruitless expiry of this period, the services presented are deemed accepted.

If the Customer has not notified any objections within the applicable period, Semtrix is entitled to carry out the further steps it considers necessary to achieve the purpose of the contract and to continue rendering services beyond a section delivered for acceptance.

If the Customer raises timely objections to the services, Semtrix will carry out a one-time remedy. The remedy will follow the Customer's specifications if the Customer's objection was specific enough to allow us to remedy the service without further inquiry to the Customer. If the objection is not specific enough, Semtrix shall only be required to carry out an industry-standard remedy at its own discretion. If the Customer then wishes further remedial work, this will only be carried out at the Customer's expense and by prior agreement.

If agreement on a draft, and thus further performance of the contract, fails, the Customer remains obliged to pay for the work carried out up to that point, provided it is of use to the Customer.

Specific costs and prices are set out in the offer and the corresponding order.

If no agreement has been made on the remuneration for a service whose provision the Customer could, under the circumstances, only have expected against payment, or if the scope of the contractually agreed service is exceeded, the Customer shall pay the customary remuneration for that service in accordance with the prices (hourly rate) stated in the offer. If no deviating hourly rate is stated in the offer, the calculation shall be based on an hourly rate of EUR 80.00 net, which shall also apply to work commissioned outside the contractually agreed flat-rate amounts. Additional usage-dependent fees (e.g., API/token/compute costs of AI/LLM/cloud services) will, unless expressly included in the package price, be billed separately as actually incurred.

Unless otherwise agreed, expenses shall be reimbursed separately. These include, in particular, third-party fees for databases, publications/PR, directory listings, hosting/cloud, crawler/monitoring tools, and AI/LLM services (API/token/quota costs).

Semtrix's claim to its fee arises for each individual service as soon as it has been rendered. Semtrix is entitled to invoice at reasonable intervals based on the respective work performed and expenses incurred.

Semtrix is entitled to request advance payments to cover its expenses.

All services of Semtrix not expressly covered by the agreed fee shall be remunerated separately.

Cost estimates are non-binding until conclusion of the contract. Should circumstances cause the actual costs to exceed, despite careful planning, the costs estimated by Semtrix in writing by more than 20%, Semtrix will notify the Customer of the higher costs in writing. The cost overrun is deemed approved by the contracting partner unless the contracting partner objects in writing within five days of this notice and simultaneously indicates more cost-effective alternatives.

For all work of Semtrix that is not carried out for reasons attributable to the Customer, Semtrix is entitled to reasonable remuneration. Payment of this remuneration does not confer on the Customer any rights to such work; rather, concepts, drafts, and other documents that were not carried out must be returned to Semtrix without delay.

Semtrix invoices recurring services on a monthly basis. At Semtrix's discretion, the billing interval may be switched to a different cycle.

The price for the agreed service consists of a one-time setup fee and the monthly contributions.

Unless stated otherwise, prices are in euros and exclusive of statutory value-added tax.

If third-party providers (particularly AI/LLM/cloud providers) change their prices, usage models, or limits in a way that materially affects the cost structure of the services rendered by Semtrix, Semtrix is entitled to adjust the remuneration for the affected service components appropriately, with effect for the future. Semtrix will inform the Customer of this at least 14 calendar days before it takes effect, in text form, with a comprehensible breakdown. If the increase exceeds 10% for the affected module, the Customer has a special right of termination as of the end of the month with regard to the affected module. (13) Consumption-based billing: Insofar as packages include quotas (e.g., tokens/prompts/compute/queries), the remuneration is understood to apply up to the respective quota limit; excess consumption will be billed at the rates stated in the offer/price list. An unused quota lapses unless otherwise agreed.

Payments may be made, as agreed, by direct debit authorization or credit card. Invoicing is only accepted subject to a separate, explicit agreement. Invoices are always issued in advance for services to be rendered. The Customer agrees to receive electronic invoices (e-invoices).

If the amount payable is collected by Semtrix from the Customer by direct debit, then, by way of derogation from the statutory provisions, the advance notification (pre-notification) must be provided to the Customer between one and three days in advance.

Invoices are due immediately and without deduction and will be collected by Semtrix accordingly. For timely receipt of payment, the decisive factor is the crediting of the amount to Semtrix's account.

Setup fees are due immediately upon conclusion of the contract. Monthly fees are due, even without further clarification, on the last day before the month in which the service is to be rendered.

If the Customer defaults on payment of a total of two installments, the costs for the entire contract term become immediately due. In the event of default, Semtrix is further entitled,

to suspend the provision of services with immediate effect until the Customer has met its payment obligation, or, alternatively,

to terminate the contract with immediate effect; in addition,

to charge annual interest at a rate of 9 percentage points above the respectively applicable base rate,

to assert all claims arising from this or other transactions against the Customer immediately, even insofar as individual installments are not yet due,

to withhold deliveries or other services arising from this or other transactions until the Customer has fully satisfied all claims to which we are entitled arising from this or other orders,

to demand reasonable security.

The Customer waives the right to assert a right of retention arising from earlier or other transactions within a business relationship with Semtrix. All payments are, in principle, applied to the oldest debt, regardless of any differing instructions from the Customer. Partial services may be invoiced separately. Set-off is permitted only with undisputed or legally established counterclaims.

Semtrix reserves the right, in the event of default and for processing reminders, to charge a flat fee of EUR 15.00 per necessary letter. Furthermore, in the event of default, Semtrix reserves the right, at its discretion and at any time, to engage legal assistance (an attorney or a debt collection agency) to pursue claims.

Third-party payment service fees (e.g., credit card/payment providers) may, unless included in the offer, be passed on to the Customer.

The Customer is solely responsible for all data on its websites and servers. Regardless of whether Semtrix contributed to parts of the data, the Customer, as a result of its acceptance of the services, assumes full responsibility for the data on its websites and servers, including vis-à-vis Semtrix. In this respect, the Customer is solely responsible for the legal permissibility of the content it makes available on its pages, as well as for the information it provides, in particular the search terms, keywords, terms to be optimized, and texts. The same applies to the protection of the rights and freedoms of third parties, in particular with regard to copyright, unfair competition, trademark, and criminal law. This also applies to search terms, keywords, terms to be optimized, and texts selected by the Customer that originate from a proposal made by Semtrix during the analysis phase.

As part of the contractual provision of services, Semtrix makes available to the Customer external services and third-party tools which serve, among other things, to improve the website's loading times and performance, compress images, or display Google reviews on the website (this list is not exhaustive). These plugins and services are installed, activated, and/or integrated into the Customer's website according to the Customer's needs.

These services are provided within the scope of the ongoing collaboration. If the business relationship between the parties ends, whether through termination of the contract or for other reasons, Semtrix's provision and use of these third-party services also ends.

The Customer is advised that the permanent availability of these functions after termination of the contract cannot be guaranteed for technical reasons. No transfer of third-party widgets, plugins, or licenses created or integrated as part of the service will take place unless an express written agreement to that effect has been made.

In the event the collaboration ends, Semtrix is entitled to deactivate or remove, at any time and without separate consent from the Customer, all widgets, plugins, or services installed for the Customer's benefit.

The Customer agrees that neither Semtrix nor its vicarious agents may be held liable for any damage that may arise from the deactivation or removal of the plugins and content. This does not apply in cases of intent, gross negligence, injury to life, body, or health, or — in the case of ordinary negligence — the breach of cardinal obligations (wesentliche Vertragspflichten).

Without an express, documented agreement, the Customer will not enter or transmit special categories of personal data (Art. 9 GDPR) or data relating to criminal convictions and offences (Art. 10 GDPR) into tools provided or used by Semtrix, in particular AI/LLM systems.

The Customer warrants that it holds the necessary rights to all content/data it provides (including for use in generative systems); the Customer shall obtain any required licenses (e.g., image/text rights).

Publications/optimizations on third-party platforms (e.g., Wikipedia/Wikidata, industry directories, PR portals) are subject to their respective guidelines and moderation decisions; there is no entitlement to publication/approval.

Semtrix ensures that Customers' personal data is collected, stored, and processed only to the extent necessary for the provision of the contractual service and as permitted by statutory provisions or mandated by the legislature. Depending on the project, this may also include processing carried out as part of AI-supported services (e.g., prompt/engine testing, visibility/citation monitoring, content creation/structuring for LLMs).

In cases where data protection consent declarations must be obtained in connection with Semtrix's services, Semtrix points out that such consent may be revoked at any time with effect for the future.

The data collected in connection with the respective order and on the basis of these General Terms and Conditions is stored solely for the purpose of performance and only until the end of the contractual relationship, plus 3 years (the statutory standard limitation period), unless further storage is required for legal reasons. Logs from prompt, testing, and monitoring processes (including outputs of generative systems) are, as a rule, stored for quality assurance and documentation purposes for up to 90 days beyond the end of the contract, unless statutory retention periods dictate otherwise or a deviating agreement is made.

The Customer has various rights under the General Data Protection Regulation (GDPR), including the right to obtain information about stored data, rectification and erasure of data, and the right to lodge a complaint with the competent supervisory authority. However, claims to erasure exist only where there is an interest in erasure that outweighs the legitimate interest in using the data pursuant to Art. 6(1)(f) GDPR, or where the data is no longer required for contractual processing pursuant to Art. 6(1)(a) and (b) GDPR (Art. 17(3) GDPR). The aforementioned rights arise, among others, from Articles 6, 7, 15, 16, 17, 18, 19, 20, 21, and 77 GDPR.

Where necessary, Semtrix will conclude a data processing agreement with the Customer and will, in advance, take the necessary technical and organizational measures to protect the collected, processed, and stored data against misuse. These obligations continue to apply after the completion of the project. Semtrix is entitled to engage sub-processors (e.g., hosting, cloud, AI/LLM providers, monitoring/analytics tools); a current list is made available upon request or as part of the applicable data processing agreement (DPA).

All further details can be found in the privacy policy maintained by Semtrix at https://www.semtrix.de/datenschutz/. The data controller is Semtrix GmbH.

Insofar as data is transferred to third countries, this is done only using appropriate safeguards (in particular EU Standard Contractual Clauses) and additional protective measures; where available, Semtrix uses EU regions/EU data hosting.

Use of Customer data for training/fine-tuning AI models by Semtrix or commissioned service providers takes place solely on the basis of a prior, express, and documented agreement (opt-in). Without such an agreement, training — beyond the processing necessary for the provision of services — is excluded.

The contract terms and notice periods are set out in the specific contractual agreement. Within this period, either party may terminate the contract for convenience, without stating reasons, as of the end of the stated contract term. Any termination must be made in writing and sent to Semtrix. For the notice period to be observed, receipt of the notice of termination — not its dispatch — is decisive. Unless otherwise specified in the offer, the notice period is 3 months to the end of the agreed minimum contract term.

If the contract is not terminated in a timely manner, it is automatically extended each time by the agreed minimum contract term. The contract may again be terminated, each time subject to the contractually agreed notice period — in case of doubt, i.e., if no period has been agreed, a notice period of 3 months to the end of the respective extension term applies.

The parties reserve the right to terminate the contract for good cause (extraordinary termination). The statutory provisions apply in this regard. In addition, good cause entitling Semtrix to extraordinary termination exists, in particular, if

the Customer breaches its obligations under these General Terms and Conditions or the specific contract and fails to remedy the breach within 14 days of being requested to do so by Semtrix, such that continued adherence to the agreement becomes unreasonable for Semtrix;

the Customer defaults on one or more payments for more than two months;

the Customer becomes insolvent and/or an application is filed for the opening of insolvency proceedings over its assets or those of its company, and the application is not withdrawn within 2 weeks of its filing.

Semtrix points out that, under settled case law, the mere discontinuation or restructuring of the Customer's business does not, in principle, constitute good cause for extraordinary termination of the contract. The related business risk is borne solely by the Customer.

After the end of the contract, the Customer is obliged to remove, within a period of 14 days, all data stored on its web space that was created by Semtrix. The Customer must notify Semtrix in writing of the corresponding deletion. Semtrix reserves the right to claim damages in the event such deletion does not take place. The amount of damages shall be 10% of the annual revenue under the relevant contract with the Customer. The Customer is permitted to prove that a lesser amount of damage occurred.

In the event of termination for convenience, Semtrix is entitled to continue performing the services as contractually owed until the end of the contract term, unless the Customer releases Semtrix from this obligation. Such a release does not relieve the Customer of its obligation to pay the agreed remuneration for Semtrix's services, but only relieves Semtrix of the obligation to continue offering the service until the end of the contract. Upon the end of the contract, the obligation to provide services ceases immediately.

Insofar as services are owed under the law governing service contracts (Dienstvertragsrecht), the Customer accepts the terms and notice periods agreed in the individual contract, even where these deviate from the statutory periods.

Where early termination is possible on a statutory ground, the Customer remains obliged to pay compensation for loss of profit for the remaining term of the contract in the amount of 30% of the remaining order value.

In the event of a price adjustment pursuant to Section 15(12), the Customer has a special right of termination, as of the end of the month, with regard to the affected module.

The Customer is solely responsible for the content of its website. This applies in particular with regard to copyright law, youth protection law, telemedia law, press law, trademark law, unfair competition law, and the right to one's own image.

The parties agree that Semtrix provides intellectual and creative work that goes beyond purely technical work. The parties agree, in this respect, that all of Semtrix's creative output is subject to copyright protection. This provision applies even where the level of creativity (Schöpfungshöhe) required under German copyright law is not reached. Suggestions and instructions from the Customer, its employees, or other third parties do not establish any joint authorship rights. Semtrix reserves all rights that go beyond those required for the performance of the contract. This applies correspondingly to developed strategies, concepts, templates, prompt sets, scripts, data models, monitoring setups, and comparable work product.

For domain registrations made on the Customer's behalf, the Customer grants Semtrix the right to use its trademark. Furthermore, Semtrix is granted the right, in the event of termination by either party or in the event of payment default by the Customer, to transfer the domain, at any time, to its own name or that of a third party, or to deregister it with the registrar.

Irrespective of the specific contractual relationship, Semtrix remains entitled to apply insights and other know-how it obtains from the project with the Customer to other projects as well, unless such content is subject to confidentiality obligations that Semtrix has expressly undertaken.

With regard to services rendered by Semtrix that are protected by registered rights or enjoy copyright protection, Semtrix grants the Customer, unless otherwise agreed and subject to full payment of the agreed remuneration, a simple (non-exclusive), non-transferable, and non-sublicensable right of use, limited in territory, time, and subject matter to the purposes of the specific project (as set out in the offer or service description). Unless otherwise agreed, the Customer does not receive, in particular, any reproduction rights or rental rights to the services covered by the contract.

Until the remuneration has been paid in full, the Customer is permitted to use the services rendered only on a revocable basis. Semtrix may revoke the Customer's use of services for which the Customer is in default of payment, for the duration of the default.

Claims by the Customer are excluded insofar as the Customer is responsible for an infringement of protected rights. Claims by the Customer are further excluded insofar as the infringement of protected rights is caused by a breach of Semtrix's specific instructions, by a use not foreseeable by Semtrix, or by the fact that the service was modified by the Customer or used together with products or components not supplied by Semtrix.

Outputs of generative systems (e.g., texts/structures generated by LLMs) may not be eligible for copyright protection and may not be exclusive. To the extent legally permissible, Semtrix grants the Customer a simple (non-exclusive) right of use for the purposes of the contract; exclusive rights require an express, separate agreement. Pre-existing and generally applicable elements (e.g., prompt libraries, scripts, methods) remain the property of Semtrix; the Customer receives a simple (non-exclusive) right of use for contractually intended purposes.

Insofar as applicable to the nature of Semtrix's services, the statutory warranty rights apply, subject to a reduced limitation period of one year from delivery of the services.

The Customer must inspect (fully) rendered services without delay after delivery, to the extent feasible in the ordinary course of business, and notify Semtrix without delay if a defect becomes apparent. If the Customer fails to give such notice, the service is deemed approved, unless the defect was one that was not discoverable upon inspection. If such a defect becomes apparent later, notice must be given without delay after its discovery; otherwise, the service is deemed approved even with regard to that defect. The provisions on the duty to give notice of defects do not apply where a defect was fraudulently concealed. The provisions on acceptance of the service take precedence.

The Customer will support Semtrix to the best of its ability in any remedy of defects and will fully back up programs, data, and data carriers before any error correction. Defects must be described in such a way that Semtrix can reproduce, and thereby identify, the defect with reasonable effort. Non-reproducible and one-time errors do not constitute a defect in the contractual service. If the remedy of defects can only be carried out with the Customer's cooperation, Semtrix may, after the fruitless expiry of a period of at least two weeks set for the Customer to take the required action, regard the contract as having been fulfilled.

Semtrix may refuse subsequent performance (Nacherfüllung) for as long as the Customer has not yet paid in full the remuneration owed for the creation services and the outstanding remuneration, taking the defect into account, is not disproportionately high.

The Customer has no warranty rights for defects that are directly or indirectly attributable to deliveries and services of the Customer or to content supplied by the Customer, nor where the Customer has made, or had a third party make, changes to the service we provided, unless such changes had no bearing on the occurrence of the defect.

In the event of force majeure for which neither party is responsible, neither party shall be liable to the other for any resulting delay in, or failure to render, the service.

The Customer is aware that most search engine providers are, under their guidelines, entitled at any time to remove individual websites from their search offerings or to change their search algorithms. Semtrix cannot accept any liability for such actions.

The Customer bears responsibility for the legal permissibility of all advertising and editorial measures as well as all other services employed. Semtrix shall in no case be liable for factual statements about products, services, or business matters that originate from, or have been approved by, the Customer. The Customer shall indemnify Semtrix against third-party claims. Semtrix will point out legal risks insofar as it becomes aware of them in the course of its work; however, there is no obligation to review whether such risks exist. The Customer shall indemnify Semtrix against third-party claims. Notwithstanding the foregoing, Semtrix is entitled to decline a service where significant legal risks exist.

Semtrix shall in no case be liable for factual statements about products, services, or business matters that originate from, or have been approved by, the Customer. As part of its legal responsibility, the Customer shall also indemnify Semtrix against related third-party claims.

Semtrix is liable for intent and gross negligence in accordance with statutory provisions. For ordinary negligence, Semtrix is liable only in the event of a breach of a cardinal obligation (wesentliche Vertragspflicht) — i.e., an obligation whose fulfillment is essential to the proper performance of the contract in the first place and on whose observance the Customer may regularly rely — as well as for damages resulting from injury to life, body, or health. In the case of ordinary negligence, liability is limited in amount to the foreseeable damage typically to be expected, and thus to the value of the order. Liability under the Product Liability Act (Produkthaftungsgesetz) remains unaffected by this limitation of liability. These liability provisions also apply for the benefit of Semtrix's vicarious agents. To the extent legally permissible, total liability arising from and in connection with the contract is limited to 100% of the net remuneration paid in the respective contract year.

Semtrix is not liable for the loss of data to the extent that the damage is attributable to the Customer's failure to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.

Insofar as Semtrix acts vis-à-vis third parties in the name and for the account of the Customer, no liability shall be incurred by Semtrix. Semtrix will, if necessary, assign to the Customer any rights it has against third parties.

In the event of an infringement of industrial property rights or copyrights attributable to fault on the part of Semtrix, Semtrix may, at its own discretion and expense, and following prior consultation with the Customer, make changes to the affected service that ensure, while safeguarding the Customer's interests, that the infringement no longer exists, or acquire the necessary rights of use for the Customer. The Customer is obliged to inform us without delay of any third parties asserting claims against the Customer in connection with our service and, in such a case, not to communicate with the third party without first consulting us.

The exclusions of liability in this section also apply to claims for defects.

Semtrix is otherwise not liable for the economic success of the measures proposed or implemented. The Customer is aware, in this regard, that the ranking of the website to be optimized in search engines cannot be guaranteed by Semtrix, as this lies solely within the discretion of the respective search engine operator. The Customer is also aware that rankings achieved may change at any time, for example due to changes made to search algorithms by search engine operators.

All of the aforementioned limitations of liability also apply, mutatis mutandis, for the benefit of Semtrix's employees and agents.

Semtrix cannot warrant the uninterrupted and fault-free operation of services and functions provided by third parties (e.g., search engines, online tools, social media platforms, etc.).

No warranty can be given for the currency of third-party products used (CMS, tools). Nor does it constitute a warranty case if third-party products are changed in such a way that products that were originally usable become unusable or functionally restricted as a result of an update. Semtrix and the Customer will coordinate on whether version updates or upgrades result in a corresponding need for adjustment and whether such updates or upgrades should be carried out. Adjustments resulting from changes to third-party products are to be remunerated separately. The implementation of new functions (updates and upgrades) does not extend the contractual warranty period applicable to any core software.

Semtrix does not compensate the Customer in the event that its website is not published, or is removed (including for violation of a search engine's guidelines), by one or more search engines, as this lies solely within the discretion of the search engine operators.

No warranty or liability is assumed for particular placements/displays in generative search/answer systems (e.g., Google AI Overviews/AI Mode, other Generative Engines); visibility/citations may fluctuate and are dependent on third parties.

Changes, outages, or restrictions affecting third-party platforms, interfaces, or guidelines (in particular AI/LLM, cloud, and search services) do not constitute a breach of performance; Semtrix is entitled to use equivalent alternatives.

Outputs of generative systems may be factually inaccurate, outdated, or incomplete; Semtrix applies reasonable care, but no guarantee is given as to the factual accuracy of such third-party outputs.

The performance of the contract between Semtrix and the Customer requires, in part, the disclosure of confidential information. Confidential information includes, in particular, trade secrets, manufacturing processes, products, business relationships, specialist know-how, inventions, strategies, plans, personnel matters, any kind of digitally embodied information, as well as all documents and information that are subject to technical and organizational confidentiality measures and are either marked as confidential or are to be regarded as confidential based on the nature of the information or the circumstances of its disclosure.

The parties will treat strictly confidentially, vis-à-vis third parties (subcontractors, freelancers, etc. permissibly engaged to carry out the contractual relationship are not considered third parties), any confidential information and related documents that come to their knowledge in connection with projects carried out on the basis of these General Terms and Conditions. This obligation continues to apply after completion of the relevant project. The contracting parties will impose a corresponding obligation on their employees involved in the respective project.

The aforementioned obligations do not apply to confidential information insofar as the recipient can demonstrate that such information

was already known to the recipient beforehand, on a regular basis, without any obligation of confidentiality;

was or becomes generally known, through no fault of the recipient;

was lawfully disclosed or made available to the recipient by a third party without breach of any confidentiality agreement;

was developed by the recipient independently and without recourse to confidential information;

must be disclosed pursuant to a binding order of an authority or a court, or pursuant to mandatory legal provisions, provided that the other party was informed in writing of the disclosure in good time beforehand; or

has been released in writing for disclosure by the disclosing party.

Each party has the right to refuse to accept confidential information prior to its disclosure.

If a contracting party so requests, documents provided by it, such as strategy papers, briefing documents, etc., must be returned to it after termination of the contractual relationship, insofar as the other contracting party cannot assert a legitimate interest in retaining such documents.

The Customer undertakes to impose on its employees, agents, and vicarious agents, in writing and to the extent legally possible, the same confidentiality obligations corresponding to this agreement, including for the period after they leave their employment or engagement.

For advertising purposes, Semtrix may name the Customer — as a reference customer — on its websites, on social media channels, in press releases, in print projects, in the context of presentations, or in other media, and may use the Customer's logo, unless the Customer expressly prohibits this in writing. The Customer agrees that Semtrix may also use the results of the services rendered, or parts thereof, free of charge as a reference for self-promotion and client consulting purposes. In any event, even where a right of use has been granted to the Customer, Semtrix remains entitled to use all drafts, concepts, and other works in the context of its own advertising. Such use shall, where necessary, be carried out in anonymized or aggregated form; confidential information remains protected.

The place of performance is Semtrix's registered seat.

Disputes arising from or in connection with this contract are governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

If the Customer is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, or if the Customer does not have a permanent domicile within Germany, the place of jurisdiction for disputes arising from or in connection with this contract shall be Semtrix's registered seat.

Amendments and additions to these General Terms and Conditions require written form. This also applies to any waiver of this written-form requirement. Terminations must be made in writing. Notices that are required to be made in writing may also be made by e-mail.

Should individual provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provisions shall be replaced by the applicable statutory provision.

Semtrix is entitled to amend these General Terms and Conditions with effect for the future, insofar as there are objective reasons for doing so (e.g., legal/technical developments, product/service changes). Changes will be communicated in text form at least 6 weeks before their planned entry into force; if the Customer does not object within this period, the changes shall take effect as of the announced date. The Customer's right to object will be pointed out separately.