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Terms and Conditions
RedOcean GmbH
Triftstraße 96, 47533 Kleve
Email: info@redocean.marketing
1. General Conditions
1.1 These General Terms and Conditions (GTC) apply to all contracts in the areas of web development, programming, online and offline marketing, graphics, and other consulting services entered into between RedOcean GmbH – hereafter referred to as the Provider – and its clients.
1.2 By signing an offer, the client issues a legally binding and irrevocable order for the services listed therein. The order is deemed accepted when the Provider sends the order confirmation to the client.
1.3 The Provider is entitled to engage third parties as (sub-)contractors when delivering services.
1.4 Both contracting parties shall designate a contact person who is authorized and capable of making all decisions arising in the context of this contractual relationship and communicating with the Provider or the client.
1.5 The Provider is obligated to implement the commissioned service according to the project description and within the scope of the contractually defined services. Any additional costs arising from differing requests and changes shall be borne by the client.
2. Client's Obligations to Cooperate
2.1 The client supports the Provider in fulfilling its contractual obligations. Any information, text, image, audio, and data materials required for the execution of the order must be provided by the client within the agreed timeframe, if the agreed cooperation by the client and/or the nature of the order necessitates it.
2.2 The client is obliged to accept the work or service produced in accordance with the order or contract. They are deemed accepted as per contract performance if the client does not notify the Provider within 5 days after delivery.
3. Execution of the Order, Provision of Services
3.1 The basis for work and service descriptions are generally contained in the order confirmation.
3.2 An orally placed order is considered accepted if the subsequent written order confirmation is not rejected in writing within 3 days of the order placement.
3.3 A change in services must always be made in writing. Should the client's change request entail additional effort, this must be borne by the client.
3.4 The client is liable for any delays caused by change requests. The Provider will always attempt to mitigate negative consequences for the client.
4. Services
Depending on the commissioned service, the following provisions apply:
a. Search Engine Optimization
If the subject of the contract includes services from the Provider in the field of search engine optimization (SEO) for a fee, the following conditions apply:
a1. The goal is for the client's website (hereafter: Website) named in the offer to be listed on a higher position by the search engine user when entering specific, relevant keywords agreed upon between the parties, compared to its current position. A specific search engine placement is not guaranteed. If another search engine is not explicitly specified, the consultation refers solely to Google.
a2. The client is aware that SEO is an ongoing process and that it can take up to 12 months for the visibility of initial changes after the implementation of all changes proposed by the Provider. The client is also aware that the search engine ranking depends on a variety of factors that are constantly changing and are not known in detail. Unforeseen changes in ranking – including drastic deterioration or complete removal from the index of the respective search engine – cannot be excluded.
a3. As part of on-page optimization, the Provider will advise the client at its discretion regarding the website's page structure and/or content, titles, headings, meta data, image descriptions, etc., and give recommendations for changes. Depending on the need, the Provider will also advise and support the client regarding web analytics tools (e.g., Google Analytics), social media, and other website-related topics.
a4. The consultation takes place at the Provider’s discretion via email, phone, or client meetings (workshops).
a5. Unless expressly agreed otherwise, implementation is carried out independently by the agency.
a6. In the case of changes to an SEO-relevant parameter, a significant alteration of search engine algorithms, issues regarding Google Search Console, or a sudden deterioration in search engine ranking, the Provider will consult the client on short notice about further action within the duration of the contract, propose remedies, and support the client to the best of their ability in implementing the solutions.
a7. The specific measures and services of on-page optimization will be documented in the offer or order confirmation.
a8. As part of off-page optimization, the Provider will assess whether the quantity and/or quality of backlinks to the website can be improved and will provide corresponding recommendations (off-page optimization).
a9. After consultation with the client, the Provider will strive to increase the current quantity and/or quality of backlinks. A specific number or quality of backlinks is not guaranteed. If the parties expressly agree on this, off-page optimization may also include the booking of links from third-party websites for a fee.
a10. The details of the agreed off-page optimization, especially regarding types of external links, remuneration for link purchases, etc., will be mutually defined by the parties.
a11. The specific measures and services of off-page optimization will be documented in the offer or order confirmation.
b. Search Engine Advertising
If the subject of the contract includes services from the Provider in the area of search engine advertising (SEA) for a fee, the following conditions apply:
b1. This includes all measures for the design, execution, optimization, and management of the advertising campaign on well-known search engines on the internet, the creation of advertisements, and possibly the design and implementation of a landing page.
b2. In terms of the provision of services, the Provider is obliged solely to submit proposals regarding effective keywords and ads and, after client approval, to execute the measure (placing advertisements). A specific outcome (e.g., a specific ranking in Google’s results) or concrete success (e.g., defined sales) is not guaranteed in the context of SEA services.
b3. In addition to the entitlement to remuneration for the service, the Provider is also entitled to reimbursement of expenses regarding paid advertisements from the client (advertising budget for placing the ads).
b4. The client shall specify a certain monthly advertising budget for the duration of the contract according to the applicable price list. This budget is passed on 1:1 to the operator of the respective search engine (e.g., Google). Based on this advertising budget, the best possible search engine advertising campaign will be implemented for the client.
c. Social Media Marketing
If the subject of the contract includes services from the Provider in the area of social media marketing for a fee, the following conditions apply:
c1. The Provider offers the client technical support in creating and/or managing social media presences. This includes creating the social media presence, developing an editorial plan, and publishing posts on behalf of the client.
c2. The client must provide all content necessary for the delivery of the service, such as texts, images, data, graphics, logos, templates, search terms, etc., free of charge and in suitable form and quality for further contractual use.
c3. After consultation, the Provider may independently research images and take over text creation.
c4. After consultation, the Provider will handle interactions with the target audience (replies to user posts) within the agreed communication guidelines.
c5. In terms of the provision of services, the Provider is solely responsible for the agreed communication service. A concrete result (e.g., a recommendation rate) is not guaranteed.
d. Graphics and Design
If the subject of the contract includes services from the Provider in the area of graphics and design for a fee, the following conditions apply:
d1. These services include developing design guidelines for the client's print products (e.g., designing banners, postcards, posters, flyers, etc.), online products (e.g., ads, images, etc.), and web layouts, as well as conceptualizing a corporate design and logo development.
d2. The individually agreed services are derived from the contract entered into between the Provider and the client.
d3. After the contract is concluded, the client’s requirements will be discussed in a further briefing if necessary, and the specifications will be clarified. At this point, client wishes can be submitted, provided they are covered by the originally agreed scope of services. Should any changes arise from this, the contract can be adjusted accordingly.
d4. Unless otherwise agreed contractually and unless otherwise expected from the contractual purpose, the Provider is obliged to provide only the delivery of the print file (e.g., PDF, JPG, or PNG); the client has no right to receive an editable file (e.g., Word, InDesign).
d5. Once the service item is completed, the client will receive a proof file for acceptance.
d6. Unless otherwise agreed, the client is entitled to two rounds of revisions. Complaints regarding artistic design are generally excluded. If the client desires further changes, they must bear the additional costs.
e. Hosting and Domain Registration
If the subject of the contract includes services from the Provider in the area of hosting or domain registration for a fee, the following conditions apply:
e1. The Provider offers its clients – especially as an additional option in the context of website creation – hosting and domain registration services. The specific scope of services (domain registration, storage space, certificates, etc.) is subject to individual agreements between the parties. The Provider is entitled to utilize services of third parties in any form in connection with the execution of hosting services.
e2. Unless otherwise agreed, if commissioned as a host, the Provider shall take over the administration and management of the data. The client generally does not receive access to the administration backend.
e3. If agreed upon in a support agreement, the Provider will perform the required software and security updates for the website and provide technical support within the defined time allotment.
e4. Major version upgrades of content management systems (e.g., to a new Typo3 LTS version) are not included in hosting and must be commissioned separately.
f. Web Programming
If the subject of the contract includes services from the Provider in the area of web programming, particularly website creation, for a fee, the following conditions apply:
f1. The basis for creating a website is a pre-completed requirements specification and the offer or order confirmation created based on it.
f2. If the client requests additional functionalities beyond those previously agreed upon during the website creation process, the additional effort will be billed in accordance with consultation with the client at the usual hourly rate.
f3. The programming takes place on a test server of the Provider.
f4. The client is aware and accepts that software and web appearances cannot be created completely free of errors according to the current technological standards. It may also occur that code is not correctly read, interpreted, or processed by every device. Despite the Provider’s diligent efforts, this cannot be completely ruled out. Therefore, the agency assumes no liability for this.
f5. The client is responsible for testing the desired functionality and the smooth operation of the website, unless this is explicitly recorded in the order confirmation and is a part of the contract. With the client’s acceptance, the Provider’s responsibility ends.
g. Custom Programming
If the subject of the contract includes services from the Provider in the area of custom programming for a fee, the following conditions apply:
g1. The basis for creating a software solution or extension is a pre-completed requirements specification and the offer or order confirmation created based on it.
g2. If the client requests additional functionalities beyond those previously agreed upon during the programming process, the additional effort will be billed in accordance with consultation with the client at the usual hourly rate.
g3. The programming takes place on a test server of the Provider.
g4. The client is aware and accepts that software cannot be created completely free of errors according to the current technological standards. It may also occur that code is not correctly read, interpreted, or processed by every device. Despite the Provider’s diligent efforts, this cannot be completely ruled out. Therefore, the agency assumes no liability for this.
g5. The client is responsible for testing the desired functionality and the smooth operation of the software, unless this is explicitly recorded in the order confirmation and is a part of the contract. With the client’s acceptance, the Provider’s responsibility ends.
5. Review, Reporting, and Communication
5.1 If provided for, the Provider will deliver a monthly or quarterly report ("Report") to the client containing the current status of the project or key figures.
5.2 If the client has provided the Provider with corresponding access data, the Provider will check the data in Google Search Console for any necessary actions once a month. Errors that occur will be corrected within the scope of the contract if possible. If this leads to significant additional effort, the service will be additionally billed after prior consultation with the client.
5.3 At the client's express request, the Provider will discuss any need for action arising from a report with the client in a monthly phone call. The Provider will offer the client an appointment in good time for this purpose.
6. Remuneration and Payment Terms
6.1 Prices, remuneration, and payment terms are individually defined in the offer or order confirmation.
6.2 All agreed prices are net prices and are subject to the respective valid statutory value-added tax. Separately charged will be: photo costs and production costs for print products, as well as any other external costs that may arise.
6.3 If a payment term is not indicated in the invoice, the amount is due without deductions within 14 days of invoicing.
6.4 In the context of a subscription, a binding monthly budget is agreed for billing purposes, which is stipulated in the order (hereafter: monthly budget). The parties are aware that the monthly budget is merely an estimate and may not be precisely adhered to in every case. In the event of deviations, the Provider is entitled to offset any unused budget against services of the following period or services not covered by the respective monthly budget with the following month’s budget.
6.5 Upon request, the Provider will provide the client at the beginning of each month with a listing of the specific measures implemented in the previous month as well as the budget consumed or billed in text form. In the event of a significant balance in favor of the Provider, they are entitled to invoice the corresponding amount, provided this additional amount was agreed upon with the client.
6.6 The client must review the billing after receipt from the Provider promptly and, as far as this is reasonably practicable given normal business circumstances, notify the Provider of any errors within 14 days. If the client fails to notify, the invoice, including the use of the monthly budget, is deemed approved unless there is an error that was not detectable upon review. If it is an error that was not detectable upon review, the notification must occur within 14 days of its discovery.
7. Contract Duration, Termination
7.1 The contract is concluded for the duration of the specific period agreed upon with the client (contract duration) under the applicable notice periods contractually agreed upon with the client. For project-based orders, the contract duration ends upon completion of the project.
7.2 In the case of a contract for an indefinite period, it can be terminated after the specified minimum term with a notice period specified in the offer.
7.3 This does not affect the right to extraordinary termination for an important reason. An important reason for termination exists for the Provider particularly if:
- The client does not fulfill their payment obligation despite reminders,
- The client is in default with the payment of the monthly fee in an amount that reaches the fee for two months,
- The Provider is taken to task by third parties due to alleged legal violations in connection with the client’s work, and/or
- The client seriously violates their cooperation obligations under this contract.
7.4 Prepaid fees or remuneration are not refunded in the event of an unjustified termination.
7.5 Terminations must be in writing.
8. Usage Rights
8.1 Concepts, strategies, designs, websites, and other programming services developed by the Provider are created only for a legally independent company. Usage beyond affiliated and connected companies must be contractually regulated separately.
8.2 The client is granted a simple usage right in relation to the work results created for them. This includes a right to edit.
9. Warranty SEO
9.1 The Provider will only act in an advisory and supportive capacity. The statutory provisions apply to warranty claims; however, claims from the client against the Provider due to poor performance or defects in the execution of services expire six months after the occurrence of the claim and awareness or grossly negligent or intentional ignorance of the facts substantiating the claim.
9.2 The Provider strives to take measures in line with the guidelines of the respective search engine. However, the parties are aware that specific agreed measures for search engine optimization may violate the guidelines of specific search engines, and this does not constitute defective performance by the Provider. This is especially true if the client has explicitly approved certain measures of the Provider with knowledge of the guidelines.
10. Liability
10.1 The Provider and/or its agents and/or legal representatives are liable for damages that are not bodily harm only in the event of intentional misconduct or gross negligence. Contractual and non-contractual liability for property and financial damages, lost profits, and consequential damages of the Provider is excluded in cases of slight negligence, unless it concerns liability for violation of essential duties (cardinal duties). Cardinal duties are those duties whose fulfillment enables the proper execution of the contract at all and on which the client may regularly rely. In cases of slight negligence regarding a cardinal duty, liability applies only for the foreseeable and typically occurring damage in transactions of this nature, but only up to the amount of the order value corresponding to the contracts of the last year prior to the occurrence of the event causing the damage.
10.2 Furthermore, liability is excluded, with the exclusion not applying in cases of damage to life, body, or health of a person and for liability under the Product Liability Act.
10.3 As a service provider, the Provider is not liable for damages resulting from technical failures or performance disruptions of the Provider or other third parties. The Provider is also not liable for damages that the client could have prevented through reasonable measures, especially regular, at least daily, program and data backups.
11. Confidentiality and Reference
11.1 The parties shall treat all business and trade secrets that come to their knowledge strictly confidential.
11.2 The Provider is permitted to advertise with the fact that the client has commissioned the Provider, and may also use the client's logos and similar materials in reference lists online and offline beyond the end of the contract for this purpose.
12. Miscellaneous
12.1 Unless otherwise expressly agreed in writing, the Provider is allowed to accept and process orders from clients in the same or similar industries during the term of the contract and beyond. This also applies, in particular, to the optimization of similar or identical keywords for different clients.
13. Final Provisions
13.1 Should the contract contain ineffective provisions, the validity of the remaining provisions of the contract shall not be affected.
13.2 Services will be provided exclusively based on this contract. The inclusion of the General Terms and Conditions of a client that contradict these agreements is hereby expressly refused.
13.3 Side agreements and amendments to the contract must be made in writing to be legally valid.
13.4 Only German law is applicable to this contract.
As of: June 2025