As of: May 2026

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§ 1 Subject Matter of the Agreement

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(1) The Client commissions Oakhurst Ventures UG (haftungsbeschränkt) (hereinafter referred to as “Contractor”) to provide monthly services in the field of Search Engine Optimization (SEO) and Generative Engine Optimization (GEO). This agreement constitutes a framework agreement; specific measures will be commissioned based on a separate written offer.

(2) The Contractor's services are rendered exclusively on the basis of a service agreement within the meaning of Sections 611 et seq. of the German Civil Code (BGB). The subject of the agreement is the provision of activities, not the achievement of a specific result.

(3) In particular, the contractor does not owe the achievement of specific ranking positions, traffic figures, conversion rates, or other economic results. The parties agree that such goals depend on numerous external factors beyond the contractor's control (e.g., search algorithms, market behavior, competition, customer's technical infrastructure, behavior of AI search systems).

(4) Liability for success in the sense of a contract for work is expressly excluded. Any forecasts regarding possible improvements do not constitute guarantees.

(5) The assessment of the legal permissibility of the services rendered – particularly with regard to trademark law, copyright law, competition law, and the GPSR regulation – is solely the responsibility of the customer. The customer bears the risk of legality.

(6) The parties shall cooperate in a trusting, cooperative, and goal-oriented relationship and shall promptly inform each other of all material circumstances relevant to the performance of the contract.

(7) The customer shall promptly provide the contractor with all information, data, content, access credentials (especially Google Search Console, CMS), and documents required for the provision of services, and shall perform all necessary acts of cooperation.

(8) If the customer fails to perform a required act of cooperation, or performs it not in a timely manner or insufficiently, the contractor is released from the obligation to provide services dependent on such cooperation until its complete performance. Delays resulting therefrom shall not be borne by the contractor. Additional costs shall be borne by the customer.

(9) The contractor is entitled to engage qualified subcontractors and partners for the provision of services. There is no obligation to disclose the identity of such third parties. Data protection regulations remain unaffected.

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§ 2 Customer Obligations

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(1) The customer shall provide the contractor with all essential data, product information, and templates required for the provision of services, at the agreed time and free from third-party rights.

(2) The customer shall inform the contractor in a timely manner whether proposals are approved to ensure the contractor's workflow is not disrupted.

(3) The customer's approval of a text proposal simultaneously constitutes approval of any associated cost estimate.

(4) Upon completion, the customer is obliged to accept the services rendered, provided they are free from material defects.

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§ 3 Remuneration

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(1) Remuneration will be based on the respective submitted and approved written offer.

(2) Services exceeding the scope of the offer will be remunerated at an hourly rate of EUR 150.00 plus statutory VAT.

(3) Expenses will only be reimbursed with the customer's prior written consent. Travel costs will be charged accordingly.

(4) For customers with a registered office outside Germany, the payment terms according to § 10 apply.

(5) In case of default in payment, the contractor is entitled to charge default interest according to § 288 BGB as well as dunning fees of EUR 5.00 per reminder.

(6) If the customer is in arrears with two consecutive monthly payments or an amount equivalent to at least two monthly payments, the entire remaining contract remuneration until the next ordinary contract termination becomes immediately due (acceleration clause). Further rights, in particular termination for good cause, remain unaffected.

(7) The contractor is entitled to suspend the provision of services as long as the customer is more than 14 days in arrears with at least one due monthly payment. The period of suspension does not constitute a delay in performance by the contractor.

(8) In case of non-payment, the contractor is also entitled to pause services and to add the paused period to the originally agreed contract term.

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§ 4 Rights of Use

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(1) The contractor grants the customer a simple, unlimited right of use to the work results, unless otherwise agreed. A transfer to third parties requires written consent.

(2) The transfer of rights only occurs after full payment.

(3) The contractor may use work results for self-promotional purposes, mentioning the customer.

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§ 5 Liability

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(1) Liability is excluded unless otherwise stipulated below.

(2) In case of breach of essential contractual obligations, liability is limited to foreseeable damage; property damage is limited to EUR 10,000 per individual case.

(3) Liability for damages resulting from injury to life, body, or health, as well as for intent or gross negligence, remains unaffected.

(4) No liability exists for instructions from the customer or independent actions of the customer.

(5) Claims only arise if defects are not remedied within 10 working days after written notification.

(6) This also applies to representatives and vicarious agents.

(7) Product liability remains unaffected.

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§ 6 Statute of Limitations

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(1) Claims become time-barred after one (1) year.

(2) This does not apply to cases of intent, gross negligence, material contractual obligations, personal injury, product liability, fraudulent concealment, or legally mandatory cases.

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§ 7 Confidentiality

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(1) All information shall be treated confidentially.

(2) Exceptions apply to publicly known information, information already known, independently developed information, or legally required disclosures.

(3) This obligation remains in effect during the term of the contract and for three years thereafter.

(4) This also applies to employees and third parties.

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§ 8 Data Protection

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The parties shall comply with applicable data protection laws; if required, a data processing agreement in accordance with Art. 28 GDPR will be concluded.

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§ 9 Term, Renewal, and Termination

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(1) The contract term is determined by the written offer agreed upon between the parties.

(2) If no specific contract term has been defined in the offer, a minimum contract term of twelve (12) months applies.

(3) Unless otherwise agreed in writing, the contract will automatically renew for successive twelve (12) month periods, unless terminated with thirty (30) days' notice prior to the end of the respective term.

(4) Early termination is possible by mutual agreement and payment of a termination fee equivalent to one current monthly retainer plus two additional monthly retainers.

(5) A reduction in the agreed monthly budget will extend the contract term accordingly until the originally agreed total contract value has been reached.

(6) The calculation is based on the remaining contract remuneration divided by the reduced monthly budget.

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§ 10 Payment Terms (International Clients)

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(1) Monthly invoices are issued in advance.

(2) The first invoice will be issued on the start date, otherwise on the 15th of each month.

(3) Invoices are due within 7 days.

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§ 11 Revisions and Text Approvals

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(1) Up to 2 revisions are included (1 revision for an incomplete briefing).

(2) Additional revisions will be charged on an hourly basis.

(3) Each revision has a processing time of 5–7 business days.

(4) Change requests must be submitted within one month, otherwise the services will be deemed accepted.

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§ 12 Final Provisions

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(1) Amendments must be made in writing.

(2) Objections to invoices must be raised within one month.

(3) Should any provision of this contract be or become invalid, the validity of the remaining provisions shall remain unaffected.

(4) The place of jurisdiction is Hamburg, Germany.

(5) Invoices are sent by email (PDF).

(6) German law shall apply, to the exclusion of the CISG.

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Commercial Register: HRB 137692
Registry Court: District Court Hamburg
VAT ID No.: DE301789746

Managing Director:
Ilja V. Gladko
Lorenz C. Kolbe

Email: info@oakhurst-ventures.com
Website: www.oakhurst-ventures.com

Responsible for content according to § 18 Abs. 2 MStV:
Ilja V. Gladko, Lorenz C. Kolbe
Am Bronzehügel 92
22399 Hamburg

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Liability for Content

As a service provider, we are responsible for our own content in accordance with § 7 Abs. 1 DDG.

Liability for Links

We assume no liability for external links.

Copyright

The content of this website is subject to German copyright law.

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