GTC

1 Subject matter and scope of application

1. These GTC apply to all contracts in which YellowFrog B.V. ("YellowFrog") provides services to entrepreneurs as an online marketing/SEO/performance agency. Contracts with consumers are excluded.
2. Deviating or conflicting terms and conditions of the client shall not become part of the contract unless YellowFrog expressly agrees to their validity.
3. Individual agreements and special conditions take precedence over these GTC.
4. The GTC shall also apply to future services without being referred to separately.

2. conclusion of contract

1. Offers from YellowFrog are subject to change. A contract is concluded by written order confirmation from YellowFrog or the provision of access data to a customer area.
2. Verbal collateral agreements require written confirmation by YellowFrog.
3. In the event of a change of ownership or sale of the customer's company, contracts shall continue to exist unless expressly agreed otherwise.

3. scope of services

1. The nature and scope of the services and the remuneration are set out in the respective service description or offer. Unless success is expressly owed, YellowFrog provides services.
2. The client is aware that platforms (e.g. search engines, directories, social media services) can change their guidelines and algorithms or remove content at any time. YellowFrog has no influence over this.
3. Entries in Internet portals can also be made by third parties; this is beyond the control of YellowFrog.
4. The client agrees that YellowFrog may name him as a reference. This permission also applies after the end of the contract and can be revoked in writing for the future with one month's notice.

4 Prices and remuneration

1. Prices/remuneration shall be set out in writing when the order is placed and are subject to statutory VAT (where applicable).
2. Price changes will be communicated in text form.

5 Terms of payment, invoices

1. Set-up fees are due upon conclusion of the contract. Periodic fees are due at the beginning of each period. In the case of outstanding claims, YellowFrog may withhold payment until settlement.
2. Invoices are due immediately without deduction and shall be deemed approved if no objection is raised within three weeks of receipt; reference is made to this.
3. The customer shall be in default without a reminder if the invoice amount is not received within 21 days of receipt.
4. In the event of default, the statutory consequences shall apply (default interest, costs of legal action).
5. In the event of two or more overdue monthly fees or a general refusal to pay, YellowFrog may declare future fees due by the end of the minimum term and withhold services.
6. In such cases, YellowFrog may terminate the contract without notice and demand liquidated damages amounting to 70% of the fees remaining until the end of the minimum contract term. The client reserves the right to provide evidence of lower damages.
7. Sections 5.5/5.6 shall apply accordingly in the event of unauthorized return debit notes.
8. A right of retention shall only exist on the basis of undisputed or legally established counterclaims arising from the same contractual relationship.
9. If payment in installments is granted, the total amount shall become due as soon as the customer is more than one week in arrears.
10. Offsetting is only permitted with undisputed or legally established claims.
11. Any assignment/transfer of rights and obligations by the client requires the prior consent of YellowFrog.

6 Term and termination

1. Unless otherwise agreed, service contracts are concluded with a minimum contract term and notice period.
2. Standard minimum contract term: 12 months; notice period: three months to the end of the term (deviating regulations possible). The right to extraordinary termination for good cause remains unaffected; good cause is deemed to exist in particular if the customer fails to provide the necessary cooperation despite a deadline being set.
3. If the contract is not terminated in due time, it will be extended by a further 12 months (or by the agreed longer minimum term). Termination in writing; electronic form may be excluded if agreed.
4. In the event of mutually agreed changes to conditions (e.g. upgrade), the new minimum term begins when the change takes effect.
5. A written justification is required for extraordinary termination; a reasonable period of time to remedy the situation must be set beforehand, if reasonable.
6. In the event of price increases, the customer may terminate the contract up to one month before the price increase takes effect, giving one month's notice to the end of the previous month; reference is made to this.
7. If the client stops/pauses third-party services (e.g. ad budgets) or if third-party services cannot be provided for reasons for which the client is responsible, the obligation to pay YellowFrog remains unaffected.

7. fulfillment

1. YellowFrog is entitled to employ vicarious agents/third parties.
2. Unless otherwise agreed, services shall be provided at least once per contract period; YellowFrog shall determine the time at its reasonable discretion. Initial services will not be provided again upon renewal.
3. In the event of force majeure or comparable events for which YellowFrog is not responsible, the obligation to perform shall be suspended for the duration of the disruption.
4. If the client fails to cooperate as required, YellowFrog shall be released from performance for the duration of the failure to cooperate.
5. Information about services is provided in the password-protected area or via the dashboard. In the event of late payment, access can be blocked or dispatch suspended.
6. Third-party accounts (e.g. portals) are opened in the name and for the account of the customer.

8. liability

1. YellowFrog is not liable except in cases of intent or gross negligence, or in cases of damage resulting from injury to life, limb or health or the breach of essential contractual obligations (cardinal obligations).
2. In the event of a slightly negligent breach of material obligations, liability shall be limited to the foreseeable damage typical of the contract.
3. The limitations of liability also apply in favor of YellowFrog's employees and vicarious agents.
4. YellowFrog is only liable for loss of data/programs in cases of at least gross negligence and only if the client has made proper data backups.
5. Claims shall become time-barred within one year from the start of the statutory limitation period, with the exception of claims due to intent/gross negligence, injury to life, limb or health and mandatory statutory time limits.
6. Backlinks/offpage measures are distributed over the term of the contract at our professional discretion; there is no entitlement to specific placements, numbers, duration or deletion.

9 Obligation to cooperate and exemption

1. Designated contact persons of the customer are authorized to make/receive declarations.
2. The client is responsible for checking content/measures for legal admissibility and indemnifies YellowFrog against third-party claims.
3. The client provides the necessary information and points out relevant circumstances without being asked; YellowFrog does not check client data for accuracy.
4. The customer shall grant the necessary access (website, CMS, store, tracking, ads). If he refuses access, he implements changes himself; there is no reduction in remuneration.
5. Complaints due to defects/missing deadlines must be made immediately in writing and documented in a comprehensible manner.

10. copyrights and rights of use; ownership

1. Services created by YellowFrog (texts, graphics, codes, concepts, etc.) are protected by copyright; the rights holder is YellowFrog.
2. Simple, non-exclusive rights of use are granted to the extent necessary for the purpose, duration and area of the contract and are only transferred after full payment.
3. Any use beyond the agreed scope shall require prior consent; a separate fee shall be payable for this.
4. Services/items remain the property of YellowFrog until payment has been made in full; use is prohibited until then.
5. Third-party rights/third-party software are subject to their license conditions; acquisition is in the name and for the account of the customer.

11 Confidentiality and storage

1. Contractual and business secrets (techniques, processes, procedures, correspondence) must be treated confidentially; this obligation applies beyond the end of the contract. In the event of a culpable breach, YellowFrog may demand compensation; a flat-rate contractual penalty of three months' remuneration is deemed to have been agreed (proof of lower damages is possible).
2. Without an archiving agreement, YellowFrog is not obliged to retain or hand over created/stored data after the end of the contract.

12. data protection

1. YellowFrog processes personal data in accordance with applicable law, in particular the GDPR.
2. YellowFrog may use processors; the necessary agreements will be concluded.
3. The customer agrees to the processing/transmission of necessary data for the fulfillment of the contract; publications on third-party platforms may become publicly visible.
4. YellowFrog shall only be liable for breaches of data protection by unauthorized third parties in accordance with Section 8.

13. reference citation and linking

Unless otherwise agreed, YellowFrog may name the client as a reference and - in the case of work on the client website - link to YellowFrog in a reasonable manner. The client may object to this at any time with effect for the future.

14. final provisions

1. The law of the Netherlands shall apply - to the exclusion of conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods.
2. The exclusive place of jurisdiction, insofar as legally permissible, is Venlo (Netherlands).
3. YellowFrog may amend these GTC with effect for ongoing continuing obligations, provided the changes are reasonable for the client. Amendments will be announced in text form at least one month in advance. If the client does not object within one month, the amended GTC shall be deemed to have been approved; this will be indicated. If the client objects in due time, the previous GTC shall continue to apply; YellowFrog may then terminate the contract at the next possible date.
4. Should any provision of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose.