General Terms and Conditions
The subject matter of the following General Terms and Conditions (AGB) is all contractual relationships of
Webrise GmbH
Keithstraße 16
D-10787 Berlin
Email: support@webrise.ai
Phone: +49 (0)30 85 60 47 46
(hereinafter “Webrise”),
which Webrise enters into as an online marketing and IT agency with businesses (hereinafter: “Customer”), unless deviating provisions are made in special terms, which shall then take precedence. Any deviating general terms and conditions of the Customer are invalid unless Webrise has confirmed and expressly accepted them in writing or in electronic form (§ 126 a BGB). These AGB do not apply to contracts with consumers.
2.1 Description of Services
a. The scope of Webrise’s services is determined exclusively and conclusively by the service description set out in the contract documents and by any contract amendments subsequently agreed in the required form.
b. Unless otherwise agreed, the provision of content or content elements is not part of Webrise’s services.
c. Extensions, in particular extensions (add-ons), installations, implementations, parameterisations, additional documentation or manuals, briefings or training, are part of Webrise’s service obligations only if this has been expressly agreed.
d. Where Webrise provides additional services free of charge, these may be discontinued at any time and without prior notice.
2.2 Duty of Proof
Due to internal trade secrets and exclusive know-how, Webrise owes the Customer no duty of proof with regard to the measures implemented.
2.3 Compliance with Confidentiality
Webrise will use the access data transmitted by the Customer in the course of performing the contract only for the performance of the contract and will not disclose such data. Webrise and its employees shall at all times ensure confidentiality.
2.4 Partial Performance
Webrise is entitled to render partial performance if this is reasonable for the Customer.
2.5 Delays in Performance
Webrise is not responsible for delays in performance due to force majeure or to extraordinary and unforeseeable events that cannot be prevented even by the utmost care on the part of Webrise (these include in particular strikes, orders of authorities or courts, and cases of incorrect or improper self-supply despite a corresponding covering transaction). They entitle Webrise to postpone performance by the duration of the impeding event. In the event of unavailability for the aforementioned reasons, Webrise may withdraw from the contract. In that case, Webrise undertakes to inform the Customer of the unavailability without undue delay and to refund without undue delay any consideration already provided.
3.1 Upon placement of the order, the parties agree on a monthly budget, which is used for the completion of tasks by Webrise employees or for services from third-party providers (Google Ads, SEO booster, backlinks, etc.). For the completion of the tasks to optimise the website, Webrise charges the hourly rates agreed in the price list, according to the qualification level of the employees deployed.
3.2 If the budget is not used up in a month, the unused amount is carried over to the following month.
3.3 The agreed setup fee is charged once at the start of the contractual relationship for the structured analysis of the website with regard to search engine optimisation and the development of the optimisation strategy.
3.4 All prices are net, plus the applicable value added tax. Any price increases must be communicated to the Customer in writing or in text form, observing the agreed notice periods.
4.1 The set-up fee is due upon conclusion of the contract. Periodically recurring fees are due at the beginning of the respective period. Invoices are to be paid without deduction within a payment period of 14 days after the invoice has been sent. The Customer is in default without the need for a reminder if the invoice amount has not been credited to Webrise’s account within the payment period or if the direct debit payment is revoked. Within the payment period of 14 days after the invoice has been sent, the Customer is free to lodge a sufficiently substantiated objection to the invoice before payment if it is incorrect. No objection can be lodged against an invoice that has already been paid.
4.2 If the Customer falls into arrears with two or more monthly amounts, or announces a general refusal to pay, Webrise may declare all monthly fees still accruing during the current minimum contract term immediately due and withhold services owed. In this case, Webrise is entitled to the right of retention until the due and accelerated claims have been settled. All costs associated with this are to be borne by the Customer. The statutory rights of withdrawal under §§ 323, 324 BGB and to damages remain unaffected.
4.3 In the event of arrears of two or more monthly amounts, or the announcement of a general refusal to pay, or non-fulfilment of the Customer’s duties to cooperate, Webrise is entitled to terminate the contract with the Customer without notice and to demand damages. The amount of the claim for damages for lost profit is set at a flat rate of 100% of the monthly fees still accruing until the expiry of the next ordinary notice period, unless these have already been declared due to the Customer beforehand. The Customer is free to prove that a lower amount of damage, or no damage at all, has been incurred.
4.4 Webrise is entitled to terminate the contract without notice if the Customer fails to comply with its duties to cooperate after Webrise has set a reasonable deadline.
4.5 The legal consequences also apply if, under the specific circumstances, future payment by the Customer has become unlikely, or if the Customer objects to the agreed direct debit.
4.6 The Customer has a right of retention only with respect to undisputed claims or claims established by a final court decision that are based on the same contractual relationship.
4.7 If, after conclusion of the contract, the Customer is granted an instalment payment option that deviates from the contract, it applies only as long as the Customer is no more than one week in arrears with an instalment. In that case, the entire deferred amount becomes due at once. The items of damage originally incurred through the default (default interest, reminder fees, attorney’s fees) remain unaffected in the case of an instalment agreement, unless a deviating provision has been expressly agreed.
4.8 Set-off of the payment claim against counterclaims of the Customer is permissible only to the extent that these have been acknowledged by Webrise as existing and due or have been established by a final court decision. Any transfer by the Customer to third parties of rights and obligations under existing contracts with Webrise requires the prior written consent of Webrise. An assignment of claims arising from this contract to third parties requires the prior written consent of Webrise.
5.1 Content of the Customer Order
The Customer alone is responsible for the content and accuracy of the data and information transmitted in a customer order. The Customer further undertakes not to transmit any data whose content infringes the rights of third parties or violates existing laws. By transferring data to Webrise, the Customer confirms that it has complied with the copyright provisions.
5.2 Indemnification
The Customer shall indemnify Webrise against all claims asserted against Webrise by third parties on account of such infringements. This also includes reimbursement of the costs of necessary legal representation.
5.3 Data Backup
The Customer is jointly responsible for backing up the information sent. Webrise cannot be held responsible for the loss of information sent by the Customer, as Webrise does not assume a general data backup guarantee.
5.4 Duty to Cooperate
The Customer is obliged to provide the cooperation necessary for the contract so that Webrise can perform the contractual service. In particular, the Customer must inform Webrise comprehensively about its projects or websites so that suitable keywords can be found. Webrise reserves the right to settle, by way of default, any sessions to be performed if the Customer fails to cooperate. If, for example, the Customer does not respond within 21 days of delivery to measures requiring acceptance, such as texts, designs or the like, these shall be deemed accepted and approved. The same applies in the event of non-cooperation, for example missing logins, outstanding responses to communications, etc.
5.5 Confidentiality
The Customer and PMH are obliged to keep secret all business and trade secrets communicated and/or becoming known in the course of performing the contract, as well as information designated as confidential. This applies in particular to information relating to search habits and the information technology of search engines.
The minimum contract term is 12 months. The contract may be terminated by either party at the end of the contract term, subject to a notice period of 4 weeks. If no termination, or a late termination, is given, each contract is automatically extended by the agreed contract term. Termination must be in writing to be effective. Webrise will confirm the Customer’s termination without undue delay upon receipt. The right to terminate without notice for good cause remains unaffected.
It is the responsibility of the customer of the services offered by Webrise to observe applicable copyright and other third-party rights on its websites and, where applicable, to obtain the express consent of the rights holder before use or making available for use.
8.1 Copyright
The content and structure of the workshops held by Webrise and of the related materials, including all authorised copies, are the intellectual property of Webrise.
8.2 Grant of License
Upon payment of the participation fee, Webrise grants its customers all rights of use in the materials that they require, to the extent agreed in the contract and necessary for the respective workshop. In case of doubt, Webrise fulfils this obligation by granting non-exclusive rights of use in the territory of the Federal Republic of Germany for the duration of the service. The license generally expires at the end of the contract. However, with regard to copies provided to the Customer for its own use, the right of use continues beyond the end of the contract.
8.3 License Terms
Any use beyond this requires the consent of Webrise. In particular, the materials may neither be passed on to third parties (sublicensing or distribution) nor be copied, reproduced or stored on data carriers or other media. Likewise, without express written permission, it is prohibited to use the content, texts and exercises for one’s own purposes in seminars, courses or otherwise vis-à-vis third parties.
8.4 Damages
Webrise reserves the right to claim compensation for the damage incurred for any breach of the contractual license terms, in particular in the event of copyright infringement.
9.1 Exclusion of Liability
Subject to the reservation below, Webrise and its legal representatives and vicarious agents are liable only for intent or gross negligence. In cases of slight negligence, liability applies only to the breach of essential contractual obligations, that is, obligations whose observance is of particular importance for achieving the purpose of the contract. In that case, liability is limited to the foreseeable damage typical for this type of contract. In the event of a grossly negligent breach of non-essential contractual obligations, Webrise is likewise liable only up to the amount of the foreseeable damage typical for this type of contract.
9.2 Reservation Regarding Liability
The above exclusion of liability does not affect liability for damages resulting from injury to life, body or health. The provisions of the Product Liability Act (Produkthaftungsgesetz) also remain unaffected by the exclusion of liability.
Webrise has the right to publish the Customer and its associated parent group on its own reference list on its website or in other advertising materials, stating the company name and the company mark (logo), as well as screenshots of the website and changes in visibility trends and other KPIs that serve to illustrate success. There is no obligation to be included in the reference list.
11.1 Place of Jurisdiction
The exclusive place of jurisdiction for all legal disputes arising from this contract is agreed to be Webrise’s registered office in Berlin, provided that the Customer is a merchant, a legal entity under public law or a special fund under public law, or if the Customer has no place of jurisdiction in the Federal Republic of Germany.
11.2 Choice of Law
Unless mandatory statutory provisions under the Customer’s home law provide otherwise, German law is agreed to apply, excluding the UN Convention on Contracts for the International Sale of Goods.
11.3 Severability Clause
Should any provision of these AGB be or become void, the remainder of the contract shall remain valid. The contracting parties shall replace the void provision with one that comes economically closest to the intention of the contracting parties. The same applies to any gaps in the provisions.