General Terms and Conditions (B2B)

Last updated: 14 August 2026

English translation for convenience. In the event of any discrepancy, the German version shall prevail.

1. Provider and Scope

(1) The provider of the services is:

Optis Digital
Proprietor: Ievgen Syplyvyi
Rückertweg 7
95447 Bayreuth
Germany
Email: is@optis.digital

(2) These General Terms and Conditions apply to all contracts between Optis Digital (hereinafter the “Provider”) and its clients (hereinafter the “Client”) concerning services including, in particular, search engine optimisation (SEO), Generative Engine Optimization and Answer Engine Optimization (GEO/AEO), performance marketing and PPC, content marketing, social media marketing, web design and web development, consulting, analysis, automation and AI-assisted marketing.

(3) The services are offered exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers within the meaning of section 13 BGB. By submitting its contractual declaration, the Client confirms that it is entering into the contract in the course of its commercial or independent professional activity.

(4) Any terms and conditions of the Client that deviate from these Terms and Conditions shall become part of the contract only if the Provider has expressly agreed to their application in text form. Performance of the services without reservation shall not constitute such agreement.

2. Conclusion of the Contract and Contractual Documents

(1) Presentations, prices, case studies and service descriptions on the website or in other media are non-binding and do not constitute a legally binding offer.

(2) An enquiry from the Client, including an enquiry submitted through the website or by email, is non-binding. A contract is concluded only when the Client accepts an individual offer from the Provider in text form, makes an agreed advance payment, or the Provider commences performance at the Client’s express request.

(3) Before concluding a contract, the Provider may request appropriate evidence of the Client’s status as an entrepreneur, identity, authority to represent or lawful business purpose.

(4) The content and scope of the contract shall be governed by the following documents in descending order of priority: individual agreements, the accepted offer including the service description, any data processing agreement, and these Terms and Conditions. Individual agreements shall always take precedence.

(5) The contractual language is German. Translations are provided solely for convenience. In the event of any discrepancy, the German version shall prevail.

3. Nature and Scope of the Services

(1) The Provider owes only the services expressly agreed in the respective offer or service description. Services not expressly listed are not owed.

(2) SEO, GEO/AEO, PPC, content, social media, analysis, consulting, monitoring and ongoing optimisation activities generally constitute services (Dienstleistungen). A specific commercial, technical or advertising result is owed only if it has been expressly agreed as a binding performance result in the individual offer.

(3) Web design, development or other project services shall constitute works (Werkleistungen) only where a specific result capable of acceptance has been expressly agreed. Otherwise, they shall constitute services.

(4) The Provider shall determine the professionally appropriate method, sequence and organisation of performance unless the offer contains binding requirements. The Provider may adapt strategies and individual measures to technical developments, platform changes or new findings, provided that this does not materially change the agreed purpose of the contract.

(5) Unless expressly and lawfully agreed otherwise, the Provider does not owe legal, tax, investment or business consulting, a legal review of advertising claims, privacy documents, business models or content, or continuous monitoring of changes in the law.

4. No Guarantee of Rankings, Reach or Commercial Results

(1) The Provider does not guarantee any particular position in search engines, AI Overviews, LLM or answer-engine responses, directories or social networks. The Provider likewise does not guarantee indexing, any particular level of visibility, domain or link metrics, traffic, reach, leads, sales, conversion rates, advertising costs or return on investment.

(2) Forecasts, potential analyses, media plans, estimates of when results may be achieved and other assessments are based on experience and on the information available when they are prepared. They are non-binding unless expressly designated as binding.

(3) The Client acknowledges that results depend on factors including algorithms, market and competitive conditions, technical changes, platform policies, user behaviour, budget, domain history, the Client’s cooperation and decisions made by independent third parties.

5. Search Engines, Platforms and Third-Party Services

(1) Search engines, social networks, advertising platforms, hosting providers, app stores, AI providers and other third parties operate independently of the Provider. The Provider shall not be liable for their decisions, policy changes, account suspensions, loss of reach, indexing decisions, technical disruptions or discontinuation of services insofar as the Provider is not responsible for those circumstances.

(2) The Provider does not owe the permanent continuation of backlinks, mentions, listings, publications or other placements on third-party services. If a third party removes or changes a placement, the Client shall be entitled to a replacement only where a corresponding replacement service has been expressly agreed.

(3) The Client is responsible for the proper setup and funding of its accounts with third-party providers and for compliance with their terms of use. The Provider may refuse to implement measures that may breach applicable laws or binding platform policies.

6. Client’s Duties to Cooperate and Provide Information

(1) The Client shall provide all information, content, access credentials, approvals, contact persons and decisions required for performance in a complete, accurate and timely manner.

(2) The Client is responsible for the accuracy, completeness and lawfulness of the information and materials it provides. It shall notify the Provider without undue delay of any changes, security incidents, cease-and-desist letters or other legal complaints, platform warnings, technical interventions by third parties or other circumstances that may affect the services.

(3) The Client shall appoint a contact person authorised to make decisions. Statements and approvals issued by that contact person shall be deemed statements of the Client unless and until the Provider has been informed of a change in that person’s authority.

(4) If the Client fails to provide, or delays in providing, required cooperation, agreed deadlines shall be extended at least by the duration of the delay plus a reasonable restart period. Any additional work resulting from this shall be invoiced separately following prior notice.

(5) If the Client fails to provide required cooperation despite a request and a reasonable deadline, the Provider may suspend the affected services. The Provider’s claims to payment for agreed capacity, services already performed and costs that could not reasonably be avoided shall remain unaffected.

7. Access Credentials, Accounts and IT Security

(1) Wherever possible, the Client shall provide necessary access through role-based user accounts. Passwords should not be transmitted without encryption. The Client remains responsible for safeguarding its systems, accounts, domains, content and data.

(2) The Provider shall use access credentials solely for the purposes of the contract. It may grant access to suitable employees or subcontractors where this is necessary for performance and permitted under data protection law.

(3) The Client shall create current and functional backups before technical changes are made unless data backup has expressly been included in the Provider’s scope of services.

(4) Following termination of the contract, the Provider may remove its own users, integrations and technical access. The Client shall revoke any permissions that are no longer required and change passwords where appropriate.

8. Content, Approvals and Legal Responsibility

(1) The Client shall promptly review drafts and work results for factual accuracy, compliance with trade mark and unfair competition law, industry-specific requirements and compatibility with its business model. Publication by the Provider shall take place only to the agreed extent.

(2) The Client is responsible for business, medical, financial, legal, technical and other specialist statements concerning its products and services. For regulated or high-risk subject matter, the Client shall arrange a review by appropriately qualified advisers before publication.

(3) Approvals may be issued by email or through an agreed project management system. Changes required after approval shall be treated as change requests unless they are necessary to remedy a defect for which the Provider is responsible.

(4) The Provider may refuse to publish content that is evidently unlawful, misleading, discriminatory or infringes third-party rights, or may suspend publication until the matter has been clarified.

9. Dates and Performance Periods

(1) Dates and time limits are binding only where they are expressly designated as binding in the offer or an order confirmation.

(2) Performance periods shall not commence until the contract has been concluded, any agreed advance payment has been received and the Client has provided all information, access credentials and materials required to begin work.

(3) Delays caused by the Client, third-party providers, platform reviews, external technical systems or other circumstances beyond the Provider’s control shall extend the affected periods by a reasonable amount.

(4) Partial performance is permitted where it can be used by the Client and is reasonable, taking into account the interests of both parties.

10. Change Requests and Additional Services

(1) Changes to the agreed scope of services require at least text form. Before implementing a change, the Provider shall inform the Client of any identifiable effects on fees and deadlines.

(2) Services outside the agreed scope shall be performed only if separately commissioned. If no price has been agreed, the Provider shall prepare a supplementary offer before commencing such services.

(3) Until agreement is reached on a change request, the Provider may continue work in accordance with the originally agreed scope or suspend the directly affected part of the services.

11. Use of Employees and Subcontractors

(1) The Provider may use qualified employees, freelancers and subcontractors to perform the services. The Provider shall remain responsible for proper performance of the contract.

(2) The Client shall have no right to demand that particular individuals perform the services unless this has been expressly agreed.

(3) Where subcontractors process personal data on behalf of the Client, the legally required data protection agreements and safeguards shall be implemented.

12. Use of Artificial Intelligence and Automation

(1) Unless otherwise agreed, the Provider may use AI systems, automation and other digital tools for research, analysis, idea development, text creation, image editing, quality assurance, data structuring, programming and optimisation of internal workflows.

(2) The use of such tools does not alter the Provider’s responsibility for the agreed services. Content intended for publication shall be reviewed by a human to the agreed extent. The Client remains responsible for its specialist and legal final review in accordance with section 8.

(3) Any legally required disclosures concerning AI interactions or AI-generated or AI-manipulated content shall be observed. The Client may not remove mandatory labels or request that they be removed.

(4) Despite review, AI-generated results may contain factual errors or resemble third-party content. The Provider does not guarantee that purely AI-generated elements are protected by copyright, eligible for registration or available exclusively to the Client.

(5) The Client shall not submit special categories of personal data, trade secrets or other particularly confidential information for processing by AI systems unless such processing has been expressly agreed in advance and appropriately safeguarded under data protection law.

13. Data Protection and Processing on Behalf of the Client

(1) Both parties shall comply with the data protection laws applicable to them.

(2) Where the Provider processes personal data on behalf of the Client, the parties shall enter into a data processing agreement pursuant to Article 28 GDPR before the relevant processing begins.

(3) The Client warrants that the processing of personal data initiated by it is lawful and that all required notices, consents or other legal bases are in place.

(4) The Provider is not obliged to conduct a data protection assessment of the Client’s business model or instructions. It may, however, suspend the implementation of instructions that are manifestly unlawful and request clarification.

14. Fees and Billing

(1) The prices stated in the individual offer shall apply. All prices are exclusive of the applicable statutory value-added tax, where such tax applies.

(2) Unless otherwise agreed, one-off fixed fees are payable in full in advance before performance begins. Ongoing monthly fees shall be invoiced in advance for the relevant service month.

(3) Monthly flat fees cover the agreed services and the capacity reserved for them. Capacity that is not used, or cannot be used because the Client has failed to cooperate, shall not be carried over to subsequent months unless the offer provides otherwise.

(4) Time-based services shall be billed according to the agreed time spent. Commenced billing units shall be charged in accordance with the arrangement stated in the offer.

(5) The Client shall bear bank charges, foreign-exchange charges and payment service provider fees outside ordinary SEPA payments to the extent permitted by law.

15. Due Date, Default and Suspension of Services

(1) Unless another payment period is stated on the invoice or in the offer, invoices are payable without deduction within seven calendar days after receipt.

(2) In the event of default, the statutory default interest applicable to transactions in which no consumer is involved shall apply. The Provider may also claim the statutory lump-sum default charge and any further proven loss caused by the delay.

(3) If the Client is in default following a reminder or expiry of a payment deadline determined by calendar date, the Provider may suspend services and publications until all due amounts have been paid in full. Deadlines shall be extended by the duration of the suspension plus a reasonable restart period.

(4) The Client may set off claims only where they are undisputed or have been finally adjudicated. A right of retention may be exercised only in respect of claims arising from the same contractual relationship.

16. Advertising Budgets, Licences and Third-Party Costs

(1) Advertising budgets and the costs of hosting, domains, software, plugins, APIs, stock media, translations, publication and other third-party services are not included in the fees unless expressly listed in the offer.

(2) Wherever possible, third-party costs shall be billed directly between the Client and the third-party provider. If the Provider advances such costs with the Client’s prior approval, the Client shall reimburse them against appropriate evidence.

(3) Changes to a third party’s prices or service terms shall entitle the Provider to adjust the affected third-party cost component accordingly or, following consultation with the Client, to change the third-party provider.

17. Acceptance of Works

(1) In the case of expressly agreed works (Werkleistungen), the Provider shall notify the Client when the work is complete and request acceptance.

(2) The Client shall inspect the work within a reasonable period. Acceptance may be refused only because of a specific defect that is more than insignificant.

(3) If, after completion, the Provider sets a reasonable deadline for acceptance and the Client does not refuse acceptance within that deadline while identifying at least one defect, the statutory rules on deemed acceptance shall apply.

(4) Launching, using without reservation, publishing or transferring work that is substantially in accordance with the contract may constitute acceptance, provided that the Provider has previously informed the Client of this consequence.

18. Defects and Subsequent Performance

(1) The Client shall describe any alleged defects in sufficient detail and provide the information required for their investigation.

(2) In the case of a justified defect in a work, the Provider shall first have the right to subsequent performance within a reasonable period. The Provider may, at its discretion, remedy the defect or produce a replacement, provided that this is reasonable for the Client.

(3) The following shall not, in particular, constitute a defect: purely subjective design preferences, subsequent change requests, errors in data supplied by the Client, interventions by the Client or third parties, changes made by external platforms, or failure to achieve a marketing result that was not guaranteed.

(4) Maintenance, updates, compatibility adaptations, security monitoring and the correction of disruptions arising after acceptance as a result of third-party changes are owed only where they have been expressly agreed.

19. Rights of Use and Work Results

(1) Following payment in full, the Client shall receive the rights of use specified in the offer to work results individually created for the Client and delivered as final. If the offer contains no corresponding provision, the Client shall receive a non-exclusive right of use, unlimited in time and territory, for the business purpose contemplated by the contract.

(2) Exclusive rights of use, the transfer of authors’ moral rights, rights to editable working files or delivery of source materials are owed only where expressly agreed.

(3) Pre-existing methods, strategies, frameworks, libraries, templates, automation, prompts, scripts, tools, concepts, know-how and generally reusable components shall remain with the Provider. The Client shall receive only the rights necessary to use the final work result.

(4) Rights to third-party software, fonts, images, plugins, themes, APIs and other components shall be governed exclusively by the relevant licence terms. Open-source components shall be subject to the applicable open-source licences.

(5) Drafts, rejected versions and internal working documents may not be used, published or disclosed to third parties without the Provider’s express consent.

20. Third-Party Rights and Indemnification

(1) The Client warrants that it is entitled to use for the purposes of the contract, and to make available to the Provider, all content, data, trade marks, images, videos, texts, access credentials and other materials supplied by it.

(2) If a third party asserts a claim against the Provider because of material supplied by the Client, an instruction issued by the Client or an infringement for which the Client is responsible, the Client shall indemnify the Provider against justified claims and the necessary and reasonable costs of legal defence. This shall not apply to the extent that the Provider is itself responsible for the infringement.

(3) The Provider shall notify the Client without undue delay of any such claims and, to the extent reasonable, coordinate material steps in the legal defence with the Client.

21. Confidentiality

(1) Both parties shall keep confidential all non-public commercial, technical and organisational information of the other party and shall use it exclusively for the performance of the contract.

(2) Information shall not be considered confidential if it is publicly known, has lawfully been obtained from a third party, has been independently developed, or must be disclosed pursuant to a statutory obligation or an enforceable official or court order.

(3) The confidentiality obligation shall continue after termination of the contract. Statutory rights protecting trade secrets shall remain unaffected.

22. Use as a Reference

The Client’s name, logo, project results or other project information shall be published as a reference only with the Client’s prior consent in text form. Information that is already publicly known may be used to the extent permitted by law, provided that no confidentiality obligation is breached.

23. Contract Term and Ordinary Termination

(1) The contract term, any minimum term and the notice period shall be determined primarily by the individual offer.

(2) One-off project contracts shall end once the agreed services have been fully performed and all outstanding amounts have been paid.

(3) If neither a minimum term nor a notice period has been agreed for ongoing services, the contract shall run for an indefinite term and may be terminated by giving 30 calendar days’ notice to the end of a calendar month.

(4) Notice of termination must be given in text form and may, in particular, be submitted by email to is@optis.digital or through a termination function provided by the Provider.

24. Termination for Cause and Discontinuation of Services

(1) Either party’s right to terminate for cause shall remain unaffected.

(2) The Provider shall, in particular, have cause to terminate where the Client, despite a reminder, materially breaches its payment obligations, persistently refuses to provide required cooperation, requests unlawful measures, misuses access credentials, materially infringes intellectual property rights or confidentiality obligations, or where continuation becomes unlawful due to sanctions or binding compliance requirements.

(3) Where the breach can be remedied, a reasonable period to remedy the breach shall generally be set before termination for cause. No such period is required where it is not required by law or would be unreasonable in the circumstances.

(4) Where the Client freely terminates a contract for work, the Provider’s statutory claims to remuneration, in particular under section 648 BGB, shall remain unaffected.

25. Consequences of Termination

(1) Services performed up to the effective date of termination, reserved capacity, commissioned third-party services and costs that can no longer be avoided shall be paid for.

(2) Following payment in full, the Provider shall make the contractually owed final work results available in the agreed format. The Client shall have no claim to the delivery of internal working documents, rejected drafts or raw data that was not agreed as a deliverable.

(3) The Provider may deactivate its own paid licences, integrations and access credentials following termination. The Client is responsible for obtaining its own replacement licences in good time and backing up the data made available to it.

(4) Statutory retention obligations, data protection duties, confidentiality obligations and payment claims already accrued shall remain unaffected by termination.

26. Compliance and Prohibited Instructions

(1) The Provider may refuse, suspend or discontinue enquiries or measures where there are objective indications of breaches of laws, official orders, sanctions, third-party rights, platform policies or recognised security requirements.

(2) Upon a justified request, the Client shall provide information concerning its identity, authority to represent, the source of content, entitlement to accounts or lawful business purpose.

(3) The Client shall have no right to demand the implementation of manipulative, misleading, security-compromising or unlawful marketing measures.

27. Force Majeure

(1) Neither party shall be liable for delay or non-performance to the extent caused by events beyond its reasonable control, including natural events, war, terrorism, strikes, official measures, sanctions, material energy or network outages, cyberattacks, failures of key data centres or widespread disruptions affecting essential platforms.

(2) The affected party shall notify the other party without undue delay and take reasonable measures to limit the effects.

(3) If the event continues for more than 60 calendar days and it would be unreasonable to maintain the contract, either party may terminate the unperformed part of the contract in text form. Services already performed and unavoidable costs shall be paid for.

28. Liability

(1) The Provider shall have unlimited liability in cases of intent and gross negligence, culpable injury to life, limb or health, under the German Product Liability Act, to the extent of an expressly assumed guarantee and in any other cases of mandatory statutory liability.

(2) In the event of a slightly negligent breach of a material contractual obligation, liability shall be limited to the damage that was foreseeable and typical for the contract when the contract was concluded. Material contractual obligations are obligations whose performance is essential for the proper execution of the contract and on whose performance the other party may regularly rely.

(3) In all other respects, liability for slight negligence is excluded.

(4) Where liability exists in principle for loss of data, the Provider’s liability shall be limited to the typical cost of restoration that would have been incurred if the Client had maintained proper and regular backups.

(5) These limitations of liability shall also apply for the benefit of the Provider’s employees, representatives and vicarious agents.

(6) These provisions do not alter the statutory burden of proof to the Client’s disadvantage.

29. Limitation Period for Defects in Works

(1) To the extent permitted by law, the limitation period for claims relating to defects in works supplied to entrepreneurs shall be twelve months from acceptance.

(2) This shortened period shall not apply to claims arising from intent, gross negligence, injury to life, limb or health, fraudulent concealment of a defect, expressly assumed guarantees or other mandatory statutory liability.

30. Communications and Receipt of Declarations

(1) Ongoing communications shall generally take place by email or through an agreed project management system. The Client shall keep its contact details up to date and ensure that messages from the Provider are not blocked by filters or internal delivery rules.

(2) Legally relevant declarations require at least text form (Textform) unless a stricter form is required by law or by an individual agreement.

(3) The Provider can be contacted electronically exclusively at is@optis.digital. The postal address is stated in the Legal Notice.

31. Assignment

The Client may assign claims arising from the contract to third parties only with the Provider’s prior consent in text form. Consent may not be unreasonably withheld. Section 354a of the German Commercial Code (Handelsgesetzbuch – HGB) and other mandatory statutory rights shall remain unaffected.

32. Governing Law and Jurisdiction

(1) The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods.

(2) If the Client is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, Bayreuth shall be the exclusive place of jurisdiction for all disputes arising out of or in connection with the contract. If the Client has no general place of jurisdiction in Germany, Bayreuth shall be the place of jurisdiction to the extent such an agreement is permitted by law.

(3) Any exclusive places of jurisdiction prescribed by mandatory law shall remain unaffected.

33. Final Provisions

(1) Ancillary agreements, amendments and supplements to the contract require at least text form unless a stricter form is prescribed by law. Individual agreements shall take precedence irrespective of this provision.

(2) The version of these Terms and Conditions incorporated when the contract is concluded shall apply. Subsequent amendments shall apply to existing contracts only if both parties agree to them or if an effective contractual amendment mechanism exists.

(3) If any provision is or becomes invalid in whole or in part, the validity of the remaining provisions shall not be affected. The statutory provisions shall apply in place of the invalid provision.