General Terms and Conditions
1.1 Online Digital X – Cross Media Online Marketing provides services in the fields of search engine optimisation, search engine marketing, social media marketing, display advertising, online shop installation and training.
1.2 All the accounts associated with the above-mentioned services are the property of Online Digital X – Cross Media Online Marketing.
1.3 All the concepts associated with the above-mentioned services are the property of Online Digital X – Cross Media Online Marketing.
1.4 All contracts must be established in writing and may not be amended verbally. Ancillary verbal agreements must be confirmed in writing in order to be valid.
1.5 All activities (SEM, SEO, SMM) are governed by a contract with a minimum term of 6 months and must be cancelled in writing 4 weeks before the expiry of the contract; otherwise the contract shall be extended by a further 6 months.
2.0 All invoices shall always be immediately payable unless an alternative term of payment is specified in a particular invoice.
2.1 If an invoice is unpaid or overdue, Online Digital X shall be authorised to reduce or totally discontinue the performance of a campaign or cancel or withdraw a service. If an overdue invoice is finally paid, Online Digital X shall relaunch the campaign or restart or activate the service as quickly as possible. Online Digital X shall be authorised to receive advance payments in the event of repeated overdue payments in order to guarantee the runtime of the campaign.
2.2 In the event of overdue payments, Online Digital X shall be authorised to demand interest at a rate of 8% above the base rate.
2.3 Budgets invested in SEM, SEA, SMM, SEO, PN and display ads shall not be reimbursed at the end of the period of cooperation.
2.4 Invoices, statements and account status notifications shall be deemed approved if no objection is lodged within 7 days. An objection must be sufficiently justified and documented; this proof must be provided by the customer. The agency is not responsible for errors or inadequate billing by the marketers, i.e. Google, Meta, Linkedin, etc. The agency is expressly released from liability by the client.
3.1 Online Digital X is not responsible for the trademark law governing a particular customer. The customer shall have a duty of care with regard to trademark protection particularly with respect to Google, Yahoo, Microsoft and Facebook.
3.2 The data protection provisions of the search engine, price portal or social media platform used shall apply.
Online Digital X shall not be held responsible if a particular guideline violates the existing law; liability shall instead fall to the operator concerned.
3.3 We do not check any trademark laws or copyright laws. Trademark and copyright laws shall come under the responsibility of the contracting body or its subcontractors (Web designers, IT programmers, etc.).
4.1 Online Digital X is not responsible for the legally compliant implementation according to EU law and/or a corresponding law of the Federal Republic of Germany of tracking code on the customer side, even if Online Digital X has been commissioned to do so.
4.2 Which data and how they are transferred to which server is the sole responsibility of the customer. Online Digital X is not responsible or liable for the transport, transfer, storage, use, monitoring or further use of tracking data of any kind whatsoever. The responsibility for the use of such data lies solely with the client. Should the customer use this tracking data in a way other than that stipulated by law, be it EU law and/or a law of the Federal Republic of Germany, Online Digital X GmbH & Co. KG or its employees or subcontractors (called freelancers) shall not be held liable in any area.
4.3 The customer is obliged to integrate the tracking code provided by Online Digital X for the measurement of performance data into his website or webshop as soon as possible after provision, unless a different written agreement has been made with the customer. If the client is of the opinion that these tracking codes violate an EU law and/or a law of the Federal Republic of Germany, the client is not obliged to integrate these tracking codes. If performance measurement with the usual KPIs (Key Performance Indexes), such as impressions, clicks, conversions, etc. is not possible as a result, this is not the responsibility of Online Digital X GmbH & Co. KG, but rather the responsibility of the customer.
4.4 If the customer uses their own tracking system and there are discrepancies with our tracking data, Online Digital X is not obliged to explain this, rather the customer must contact the contact person for their tracking system and clarify the tracking differences.
4.5 Occurring tracking differences do not have to be justified by the agency, insofar as the customer has not integrated the corresponding tracking codes, or has removed, changed or alienated them. The burden of proof lies clearly with the customer and not with Online Digital X GmbH & Co, its employees or subcontractors (called freelancers).
4.6 Online Digital X GmbH & Co. KG, its employees or subcontractors (freelancers) expressly accept no liability whatsoever for implemented tracking code of any kind. This applies to all currently common online marketing platforms. If tracking code from currently not common online marketing platforms is used, Online Digital X GmbH & Co. KG, its employees or subcontractors (freelancers) also assume no liability.
5.1 Online Digital X and the customer shall each appoint a contact partner to work on their projects.
5.2 Online Digital X shall be authorised to appoint subcontractors in this context.
5.3 The customer shall be obliged to provide all the necessary documents in electronic format as soon as the order has been placed.
5.4 The customer shall be obliged to cooperate actively, i.e. corporate texts, online PR campaigns and advertising materials must reach us as soon as possible following conclusion of the corresponding agreement.
5.5 Online Digital X shall be bound to launch an order or campaign within two weeks of written confirmation of the order, provided that the customer has supplied all the necessary data.
5.6 We cannot be held liable for a customer’s business model. This applies in full and without exception, even if we help the customer to further develop their business model. We are merely advisors without legal advice, expertise or legal certainty. Whether the client accepts and implements our advice is at the client’s discretion. We are exempt from any possible legal issues before, during and after implementation.
5.7 Online Digital X reserves the right to independently conduct quality checks on e-commerce revenues and B2B and B2C contacts acquired through lead generation. This check may be carried out anonymously or deanonymously through direct or indirect contact with the relevant contacts or end customers. All personal data collected and processed as part of this quality check will be processed exclusively in accordance with the provisions of the General Data Protection Regulation (GDPR) and applicable national data protection regulations. While prior notification to the client is not required, it is reserved the right to do so.
6.1 If a customer has been excluded from a search engine, Website or platform ranking due to past activities, Online Digital X shall not be held responsible and shall be authorised in this case to withdraw from the contract.
6.2. If a customer has used unauthorised methods in the past in the above-mentioned areas of activity, Online Digital X shall be authorised to withdraw from the contract or service immediately and to demand a contractual fine corresponding to the order value.
6.3 Standard shop systems without specific adaptations for customers shall in general be run without maintenance. In this case, Online Digital X shall offer free support for 6 months from the shop system’s Live-Go. However, Online Digital X cannot offer free support if the customer changes configuration elements independently or if external firms / third parties are granted access with or without our knowledge and changes are made which alter the use of the shop system in a negative manner (e.g. impairment of operating methods). If Online Digital X is called upon to rectify an error, we shall base our charges on the standard hourly rates per hour worked. Free support for shop systems is only available if we have been commissioned with the marketing of the shop system using the corresponding online marketing components. We shall apply the standard hourly / daily rates for requests (email, telephone, fax) in cases in which said commissioning does not apply.
6.4 A maintenance contract is required for shop systems which have been especially adapted for customers (customised shop systems). The minimum term amounts to 6 months and shall be automatically extended after 5 months for a further 6 month period if the contract is not cancelled within at least 4 weeks of its expiry date. The maintenance contract costs shall be agreed upon with the customer and adapted to each individual shop system.
6.5 The SEO price structure is based on a standard CMS such as Joomla, WordPress, Drupal, etc. If a standard CMS cannot be used, further costs may be incurred for the programming and conversion of the Web pages.
6.6 All the necessary design conversions need to be made. If this is not possible for aesthetic reasons with the result that SEO measures can be implemented only partially or not at all, Digital X shall not be responsible for the results. The same shall apply in the case of text adaptations which are not SEO compliant.
6.7 We strictly refuse all unauthorised SEO techniques. In the event that the customer insists on such measures, the customer shall immediately release us from the contract with the settlement of the complete sum, the contract shall terminate and we shall no longer support said customer.
6.8 If Online Digital X uses its own Internet addresses including those which correspond to the customer’s URLs in the broadest sense in order to fulfil customer orders, these Internet addresses shall be the property of Online Digital X.
6.9 If the customer involves other agencies in the fields of SEO, SEA, social media and E-commerce support without our prior agreement, we shall be authorised to cancel the agreement or contract with the customer without notice and to demand payment for the residual term of the agreement or contract as compensation. This also applies to consultancy functions from other agencies or changes made by the client himself that affect our strategies in these areas. If the client himself intervenes in our measures, we are not responsible for the results and are entitled to terminate the existing contract with compensation.
6.10 Services which are demanded by customers and are not covered by the contract, e.g. (internal / external) meetings, project coordination or support for additional services, shall be charged at the applicable hourly rate unless an alternative agreement has been reached.
7.0 Use of Artificial Intelligence
7.1 Definition and Scope of Application
Artificial intelligence (AI) may be used in the context of the services offered by Online Digital X (e.g., SEO, SEA, social media marketing, display advertising, content creation, technology). AI includes automated processes such as machine learning, generative models (e.g., for text, image, or audio creation), data analysis, predictive models, and optimization algorithms.
7.2 Technical Standards & Security
Online Digital X undertakes:
to use only AI systems that are transparent, traceable, and state-of-the-art;
to carry out regular technical inspections and security checks (at least once a year or when significant updates are made) in order to minimize errors, bias, and unintended effects;
to take appropriate measures for data protection and data security—in particular with regard to the storage of data, disclosure to third parties, and any risks arising from automated decisions or external AI services.
7.3 Fairness, Ethics & Responsibility
Online Digital X guarantees:
that the use of AI complies with the law, in particular with regard to data protection laws (e.g., GDPR), copyright, and other relevant legal provisions;
that no discriminatory, derogatory, or unintentionally harmful content is generated or disseminated by AI;
that customers are informed in an appropriate manner when AI is used and, as far as possible, have influence over parameters or methods of use (e.g., which data is used, the degree of automation).
7.4 Limits and responsibility of the customer
The customer shall ensure that all data, materials, images, texts, trademarks, and content provided that are incorporated into AI processes are legally permissible, in particular with regard to copyrights, trademark protection, and personal rights.
Online Digital X accepts no liability for legal violations resulting from data or materials supplied by the customer that have not been checked.
The customer agrees to cooperate closely in the use of AI-based services, e.g., by providing feedback on generated content and checking it for accuracy and appropriateness.
7.5 Control of results & human review
Where practicable, the results of AI-supported processes are validated by human cross-checking before being incorporated into the final communication or campaign.
Online Digital X endeavors to clearly label content that is wholly or partially AI-generated, particularly in the case of text, images, or audio content, in order to ensure transparency vis-à-vis third parties.
7.6 Liability & exclusion
Online Digital X is not liable for damage, errors, or delays attributable to unavoidable malfunctions or unforeseen distortions of an AI system used, unless these result from gross negligence or intentional misconduct.
In the event of clearly provoked use of unethical content by the customer or deliberate use of data that violates applicable rights, Online Digital X is entitled to terminate the contract without notice and without refunding services already rendered or budgets already invested.
8.0 Rights to Content Productions, Copyright and Credit Requirements
8.1 Scope of the Provisions
The following provisions apply to all content productions created by Online Digital X GmbH & Co. KG (hereinafter referred to as the “Agency”) within the scope of a commission. These include, in particular, photographs, visual material, moving images, videos, reels, social media content, audio podcasts and video podcasts (hereinafter collectively referred to as “Productions”).
8.2 Copyright and rights of use
(1) All copyright, neighbouring rights and related rights in the productions are vested exclusively in the Agency or the authors working on its behalf. Unless otherwise expressly agreed in writing between the parties, all rights to the productions shall remain with the Agency.
(2) Upon full payment of the agreed remuneration, the Client shall receive a simple, non-exclusive, non-transferable and non-sublicensable right of use to the Productions, limited to the contractually agreed purpose, the agreed media and the agreed geographical and temporal scope.
(3) Any use exceeding the agreed scope of use, in particular editing, adaptation, sub-licensing to third parties, resale, and use for campaigns, brands or products other than those specified in the contract, requires the prior written consent of the Agency and a separate remuneration agreement.
(4) Raw material, project files, unpublished drafts, edited versions, raw podcasts and working files shall remain exclusively with the Agency. The Client shall have no claim to the handover of these files.
8.3 Obligation to give credit (Credits)
The client is obliged to clearly identify the agency as the creator or producer in every publication, distribution or other use of the productions. The obligation to provide credit applies in particular to publication on social media platforms (e.g. Instagram, TikTok, LinkedIn, Facebook, YouTube), on websites, in newsletters, in print and out-of-home media, and in other online and offline channels.
(2) The attribution must be made in an appropriate and customary manner, for example by:
– including the phrase “Produced by Online Digital X” or “Photo/Video: Online Digital X” in the image caption, caption text or credits;
– tagging and linking to the agency’s official social media profile (e.g. @onlinedigitalx) in the post and – where technically possible – in the image or video itself;
– including the agency in the credits or closing credits for video productions.
(3) The above provisions apply mutatis mutandis to podcasts and video podcasts that are recorded, edited or produced on the agency’s premises, using its equipment or with its involvement in the production. In such cases, the Agency must also be clearly identified in the show notes, in the episode description and – where applicable – in the opening or closing credits of the respective episode (e.g. “Recorded and produced at the Online Digital X studio, Frankfurt”).
(4) The Client shall ensure that third parties commissioned by them (e.g. other agencies, media agencies, retailers, distribution partners and guests on a podcast) also comply with the attribution requirement.
8.4 Consequences of a breach of the attribution requirement
(1) If the client fails to provide the attribution to the agency required under clause 3, either in whole or in part, the agency shall be entitled to claim a surcharge amounting to 100% of the fee agreed for the respective use as a contractual penalty. This shall not affect the right to claim further damages.
(2) The Agency also reserves the right, in the event of repeated or serious breaches, to revoke the granted rights of use and to demand the immediate deletion or removal of the productions concerned.
8.5 Self-promotion and use as a reference
(1) The Agency is entitled to use the productions created, as well as the Client’s name and logo, for the purposes of self-promotion, for presentation in its portfolio, on its website and on its social media channels, provided that the Client does not object to this in writing on the grounds of a legitimate interest.
8.6 Indemnification
The Client shall ensure that any persons, brands, logos or other intellectual property rights of third parties depicted in the productions, which are included at the Client’s request, consent to such use. The Client shall indemnify the Agency against any claims by third parties, including the costs of a reasonable legal defence.
9.1 Online Digital X shall not be liable for any damage which may be incurred in connection with the above-mentioned services due to malicious intent or gross negligence. The personal liability of the partners or subcontractors shall also be excluded.
10.1 The customer and Online Digital X, as well as the subcontractors working for Online Digital X, shall be bound by data protection and are not authorised to pass information on to third parties. This shall also apply if a contract has expired or the customer has moved to a different service provider.
10.2 The references listed on the Online Digital X Website specifically agree to the publication of their logos, links and descriptions on our Website through their commissioning of an online marketing service.
10.3 Online Digital X shall not be obliged to use a given reference continually and may amend the reference page at will.
10.4 If a customer makes an unethical, racist or abusive comment either verbally, by telephone, by email or in any other form concerning Online Digital X, its employees, freelance workers or cooperation partners, Online Digital X shall be authorised to cancel any existing agreements / contracts with immediate effect on important grounds. Media budgets, etc. which have already been received shall not be reimbursed in this case. Furthermore, Online Digital X reserves the right to take further steps to protect its above-mentioned employees against such comments.
If individual provisions of these General Terms and Conditions are legally invalid or lose their legal validity due to subsequent circumstances or if a discrepancy or omission is identified in the requirements for ancillary copyright, this shall not affect the legal validity of the remaining provisions. A suitable regulation shall be introduced to replace the invalid contractual provisions or to rectify discrepancies which, insofar as this is legally and practically possible, comes as close as possible to what the contracting parties would have wanted had they considered this point.