General Terms and Conditions (GTC)

1.1. These General Terms and Conditions (GTC) apply to all contracts between AMP Beratung, owner: Anja Miebach, Langer Weg 7b, 33332 Gütersloh, Germany (hereinafter "Provider") and its customers (hereinafter "Customer") concerning the provision of services to improve the Customer's digital visibility in search engines and AI-assisted answer systems (hereinafter the "Digital Visibility Programme" or the "Programme").

1.2. These GTC apply exclusively. Any deviating terms and conditions of the Customer shall not be recognised unless the Provider expressly agrees to their applicability in writing.

1.3. The Provider's services are directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and public-law special funds. The contract is not a consumer transaction; consequently, no consumer right of withdrawal applies.

1.4. Unless expressly provided otherwise, declarations under this contract may be made in text form (e.g. by e-mail).

2.1. The Provider performs a fully managed service for the Customer. In particular, the Provider carries out research, editorial work and the creation of expert articles and other content, the optimisation of that content and of the Customer's website for search engines and AI-assisted answer systems, publication in accordance with § 5, measures outside the Customer's website according to the tier booked, as well as ongoing measurement and monthly reporting in accordance with § 9.

2.2. The contract does not provide software for the Customer's own use. In particular, the Customer does not create content and does not enter instructions (prompts) into any system of the Provider. Where the Customer is granted access to the Provider's analysis or reporting views, this serves solely to present the results of the services performed by the Provider.

2.3. The Programme is offered in three service tiers: Basis, Active and Dominance. Each tier includes a minimum volume of expert articles per month: Basis 2 to 3, Active 4 to 7, Dominance 8 to 12 expert articles. Individual services without a tier — in particular a content-only subscription — are not offered.

2.4. The scope of services of the respective tier follows from the service description valid at the time the contract is concluded, available on the Provider's website under "Pricing", and from the Provider's individual quote. Both become part of the contract. In the event of contradictions, the individual quote takes precedence over the service description on the website.

2.5. The services of the Programme are services within the meaning of §§ 611 et seq. BGB. The Provider owes professional performance in line with the recognised state of the art in search engine and AI visibility optimisation, as well as the content quality committed to in § 4 — but not any particular visibility or commercial success (§ 8).

3.1. The contract is concluded on the basis of an individual quote from the Provider. The Customer may request such a quote in a conversation or via the price calculator on the Provider's website. Unless expressly stated otherwise, the Provider's quotes are valid for 30 days from the date of the quote.

3.2. The contract is concluded when the Customer accepts the quote in text form and the Provider confirms acceptance in text form or begins performing the services.

3.3. A Digital Visibility Audit provided free of charge, as well as other free preliminary services (e.g. analyses, initial consultations, proposed measures), are non-binding and do not constitute a paid contract. In particular, they do not automatically convert into a paid subscription or any other paid service.

4.1. The Provider performs the services with its own staff or through carefully selected subcontractors. The use of subcontractors does not affect the Provider's responsibility towards the Customer.

4.2. Use of AI: Content is created through the interplay of AI-assisted production and human professional review. The Provider uses third-party systems for this purpose. Every article intended for publication is reviewed by a professionally qualified person before it is handed over to the Customer. Upon the Customer's request, the Provider will detail the AI systems used.

4.3. Quality commitment: The Provider owes factually correct, researched expert articles supported by cited sources and delivered in the agreed scope. The length of an expert article follows the topic and is typically between 1,500 and 4,000 words; billing by word count does not take place. Figures, references to studies and factual statements are substantiated; the sources used will be named to the Customer on request. The further components of an expert article (e.g. image material, optimisation, publication) follow from the service description under § 2.4.

4.4. Rounds of revision: Two rounds of revision per expert article are included in the fee. The Customer may submit change requests in text form within ten working days of hand-over; the Provider will incorporate them within a reasonable period. Change requests that materially extend the agreed scope of services or the agreed topic require a separate agreement.

4.5. Defects and subsequent performance: If a service is defective — in particular factually incorrect statements, missing or inaccurate source references, a substantial shortfall against the agreed scope, or a deviation from agreed specifications — the Customer shall notify the Provider in text form. The Provider will remedy the notified defect within a reasonable period at no additional charge. If subsequent performance also fails within a reasonable additional period, the Customer may reasonably reduce the fee attributable to the affected service. Any further statutory rights of the Customer remain unaffected.

4.6. If the Customer does not respond within ten working days of the hand-over of an article, that article shall be deemed approved for publication. The Customer's rights under § 4.4 and § 4.5 remain unaffected.

5.1. Services that do not require intervention in the Customer's systems are carried out by the Provider itself — in particular research and creation of content, maintenance of directory, portal and review profiles (where access has been provided), digital PR measures, as well as measurement and reporting.

5.2. Publication: Content is published on the Customer's website by the Provider, provided the Customer grants the Provider the necessary access to its content management system (CMS). If the Customer does not provide access, the Provider hands over the content ready for publication; publication is then the Customer's responsibility.

5.3. Technical measures: Measures requiring changes to the Customer's systems (in particular website templates, server and hosting configuration, structured data) are handed over by the Provider as implementation-ready technical specifications with instructions. Implementation is carried out by the Customer or the web team it commissions. Beyond publishing content under § 5.2, the Provider does not intervene in the Customer's systems and assumes no responsibility for the condition, availability, security or functionality of those systems or of any third-party software used.

5.4. Implementation check: After the Customer has notified the Provider of the implementation, the Provider reviews it for proper integration and communicates the result in text form within ten working days, at the latest with the next monthly report. Any deviations identified are documented together with corrective instructions. The implementation check is a review, not an acceptance ("Abnahme") in the sense of a contract for work.

6.1. Insofar as services under the Programme are performed on or via third-party platforms (in particular industry and company directories, review portals, press and editorial outlets, video platforms, knowledge bases), they are subject to the applicable guidelines, terms of use and acceptance decisions of the respective operator.

6.2. In this respect the Provider owes the professional preparation, submission and follow-up of the respective measure. Acceptance, publication, editorial inclusion, placement or permanent availability of entries, articles or mentions by the third party are not owed.

6.3. The Provider is not responsible for changes, rejections or deletions by platform or media operators, or for changes to their guidelines. The Provider will inform the Customer of material rejections in the monthly report and, where possible within the tier booked, propose alternatives.

7.1. The services of the Programme require the Customer's cooperation. In particular, the Customer is obliged:

• to set up access to its content management system (CMS) for the Provider, or to publish the content handed over itself (§ 5.2);
• to approve content and measures intended for publication within ten working days, or to reject them stating reasons (§ 4.6);
• to provide the specialist information, company and product data, image and brand material as well as access to directory and review profiles required for performance in good time and in full;
• to name a contact person with the necessary professional and organisational decision-making authority and to ensure that person's availability during the term of the contract;
• to have the technical corrections handed over by the Provider implemented by its web team within the reasonable period communicated in each case, and to notify the Provider of the implementation (§ 5.3).

7.2. The Customer warrants that the information and materials it provides are correct and may be used free of third-party rights. The Customer shall indemnify the Provider against third-party claims arising from materials provided by the Customer infringing third-party rights.

7.3. If the Customer fails to fulfil its duties to cooperate, or fails to do so in good time or in full, the Provider is released from the dependent performance obligations for the duration and to the extent of the missing cooperation; the claim to remuneration remains in place. Agreed performance periods and deadlines shall be postponed by the period of the missing cooperation plus a reasonable restart period.

7.4. If a service volume scheduled for a given month cannot be performed for reasons attributable to the Customer, it shall be carried over to the following month. It is not carried over beyond the end of the agreed term.

8.1. The Provider gives no guarantee and no assurance that particular positions in search engines will be achieved, that the Customer will be named, recommended or cited in the answers of AI-assisted systems (e.g. ChatGPT, Google AI features, Perplexity, Claude, Microsoft Copilot), or that any particular commercial success will occur.

8.2. Search engines and AI systems are operated by third parties. Their selection, ranking and answer mechanisms are beyond the Provider's control and, in the case of AI systems in particular, work non-deterministically: the same query may return different answers, mentions and sources at different points in time.

8.3. Individual snapshot values or single queries are therefore not a suitable basis for assessing performance and do not in themselves constitute defective performance or non-performance by the Provider. What matters is the trend across several measurement points (§ 9). The Provider's obligations under § 4 (content quality) remain unaffected by this provision.

9.1. For every tier the Provider supplies the Customer with a monthly report. The monthly report documents the material services rendered in the reporting period as well as the measurement results for three key figures: in which AI answers the Customer's company is named (mention rate), in which position it is named (average position), and which of the Customer's pages are cited as a source.

9.2. Measurement is carried out against a set of buyer questions defined at the start of the contract, in the agreed AI systems. The measurement methodology (question set, AI systems, measurement frequency and evaluation logic) is recorded in text form when the contract is concluded and becomes part of the contract.

9.3. Changes to the measurement methodology during the term are permitted only by mutual agreement or as a result of changes to third-party AI systems; they are documented and must not impair the comparability of the measurement series to the Customer's detriment. If an operator discontinues an agreed AI system, or if it changes so substantially that the agreed measurement cannot be continued, the parties will adjust the measurement methodology by mutual agreement.

9.4. The Customer acknowledges that the measured values are subject to the fluctuations described in § 8.2 and must therefore be evaluated as a trend across several measurement points.

10.1. Upon full payment of the fee attributable to the respective service, the Provider transfers to the Customer the exclusive rights of use, unlimited in time, territory and content, in the content created for the Customer (in particular texts, graphics, images, videos, structured data), including the right of modification and the right to transfer these rights to third parties.

10.2. Until full payment, the Customer holds a simple, revocable right to use the content handed over in accordance with the contract, in particular to publish it on its own website.

10.3. Where content includes third-party material (e.g. licensed image, film or music material), the respective licence terms apply; the Provider will inform the Customer of any restrictions. The methods, templates, analysis tools and software used by the Provider remain with the Provider and do not form part of the contract.

10.4. The Provider will name the Customer as a reference only with the Customer's prior consent in text form.

11.1. The monthly fee consists of the programme price of the tier booked and the per-article price for each expert article. The following prices per month apply: tier Basis €490 programme price, €490 per expert article · tier Active €990 programme price, €420 per expert article · tier Dominance €1,790 programme price, €390 per expert article.

11.2. Optional extensions are charged in addition: translation €99 per language and expert article, social video €120 per video. No set-up fee is charged.

11.3. All prices are quoted net plus applicable statutory VAT. The prices stated in the individual quote are decisive (§ 2.4).

11.4. Billing takes place monthly by invoice. The invoice amount is due for payment without deduction within 14 days of the invoice date. The Customer is under no obligation to pay by credit card or to store payment data with a payment service provider.

11.5. If the parties agree a term of twelve months, the Provider grants a discount of 10% on the total monthly amount (§ 12.1).

11.6. Prices remain unchanged within an agreed term that is already running. The Provider may adjust prices with effect from the beginning of a new term; it will announce such adjustments in text form at least one month before the current term expires.

11.7. In the event of late payment, the statutory provisions apply. After an unsuccessful reminder and notice in text form, the Provider may suspend further performance until the outstanding amount has been settled; services already rendered remain invoiceable.

12.1. The contract has a minimum term of six months, beginning on the first day of the first month of service, with monthly billing. Alternatively, the parties may agree a term of twelve months with the discount under § 11.5. Ordinary termination is excluded during the agreed term.

12.2. No automatic renewal: The contract does not renew automatically. It ends upon expiry of the agreed term unless the parties agree a renewal in text form before that expiry. The Provider will remind the Customer of the end of the term at least one month before it expires.

12.3. If the parties agree to continue without a new fixed term, the contract continues on a monthly basis and may be terminated by either party with one month's notice to the end of a month.

12.4. Change of tier: An upgrade to a higher tier is possible at any time with effect from the beginning of the following month; the running minimum term continues and does not start afresh. A downgrade to a lower tier takes effect at the end of the agreed term. The Customer may adjust the number of expert articles within the volume window of the tier booked (§ 2.3) at every renewal date.

12.5. Any termination must be in text form. The right of either party to terminate extraordinarily for good cause remains unaffected.

12.6. Upon the end of the contract, the Provider discontinues measurement and reporting and hands over to the Customer the content created and paid for up to that point, together with the monthly reports available. The Customer's rights of use under § 10 continue beyond the end of the contract.

13.1. The Provider shall be liable without limitation for intent, gross negligence, injury to life, body or health, and to the extent of any expressly assumed guarantee.

13.2. In cases of slight negligence, the Provider shall be liable only for the breach of material contractual obligations (cardinal obligations) and only up to the foreseeable damage typical for this type of contract.

13.3. Liability under § 13.2 is limited per event of damage to the net fees paid by the Customer in the twelve months preceding the event. Liability under § 13.1 and mandatory statutory liability remain unaffected.

13.4. Responsibility for content: The Provider is answerable for the diligence owed under § 4.3 in researching and professionally reviewing the content. For content based on information provided by the Customer, the Provider is liable only insofar as its inaccuracy was recognisable to the Provider when applying the diligence owed. If the Customer modifies content handed over, or uses it in a context other than the agreed one, the Provider is not liable for the consequences arising from this.

14.1. The parties shall treat all non-public business information of the other party obtained in the course of the cooperation as confidential and use it solely for the performance of the contract. This obligation continues beyond the end of the contract.

14.2. The Provider processes personal data in accordance with the privacy policy on the Provider's website. Insofar as the Provider processes personal data on behalf of the Customer, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR.

15.1. The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

15.2. The place of jurisdiction for all disputes arising from this contract is Gütersloh, provided the Customer is a merchant.

15.3. Amendments to these GTC apply to existing contracts only if the Customer consents to them in text form. There are no verbal side agreements.

15.4. Should individual provisions of these GTC be invalid, the validity of the remaining provisions shall remain unaffected.