General Terms and Conditions

1. Scope of Application

These General Terms and Conditions („GTC„) apply to all services provided by Evergreen Media AR GmbH, Fallmerayerstraße 6, A-6020 Innsbruck („Evergreen Media„). These GTC are an integral part of the contractual relationship between Evergreen Media and the customer and govern this relationship together with any customer contract concluded, irrespective of any previous agreements.

Additional or deviating terms and conditions or contract forms of the customer are hereby rejected by Evergreen Media and are therefore not part of the contractual relationship between Evergreen Media and the customer. The business relationship with the customer is based on the definitions and descriptions of the objects of performance in Appendix ./1 to these GTC.

2. Conclusion of Contracts

In the event that no separate contract for services rendered by Evergreen Media is concluded, the contractual relationship between Evergreen Media and the customer is established on the basis of these GTC by a corresponding offer by Evergreen Media (possibly based on a corresponding request by the customer) and a corresponding written acceptance by the customer („Contract„).
If subsequent correspondence from the customer contains additions to or deviations from the offer accepted by the customer from Evergreen Media, these are not deemed to be agreed and do not become part of the Contract.
All offers from Evergreen Media are always non-binding. Each offer is valid for a maximum period of 14 days from the date of issue, unless an independent period of validity is stated in the offer, whereby Evergreen Media is also entitled to revoke the offer at any time beforehand.

3. Scope and Execution of Services

Evergreen Media undertakes to provide services within the scope of reasonable efforts. The scope of the services results from the respective offer of Evergreen Media accepted by the customer. Unless expressly agreed otherwise, Evergreen Media does not owe any particular success. Evergreen Media has no obligation to provide evidence to the customer regarding the measures implemented and used to provide the services. Unless expressly agreed otherwise, the services will be provided at a place and time of Evergreen Media’s choice.
Unless expressly agreed otherwise, Evergreen Media makes suggestions for technical optimization of the customer’s website. Their proper implementation on the customer’s own systems is the sole decision and responsibility of the customer.
All analytics and tracking tools used for data collection, evaluation and interpretation are defined by Evergreen Media. Evergreen Media endeavors to adapt the services to current technical developments. Evergreen Media therefore reserves the right to make changes to the agreed services, insofar as these do not affect the core services and are advantageous or at least reasonable for the customer, taking into account the customer’s interests.
Delivery dates stated by Evergreen Media are always non-binding. As far as this is reasonable for the customer, Evergreen Media can also provide the services in parts. Evergreen Media is entitled to use subcontractors or vicarious agents.
Evergreen Media’s performance of the Contract is subject to unforeseeable events or events beyond the control of the parties, such as all cases of force majeure, in particular acts of war, terrorist attacks, official interventions and prohibitions, pandemics and epidemics, energy shortages, labor disputes and delays by subcontractors or vicarious agents of Evergreen Media for any reason whatsoever. In the event of a force majeure event, Evergreen Media’s obligation to perform is suspended without any liability on Evergreen Media’s part. In addition, deadlines for the provision of services will be extended accordingly in the event of force majeure. The agreed terms of payment are not affected.
Google rankings are determined by algorithms over which Evergreen Media has no direct influence. The technical requirements and the link profile of the customer’s website also influence the results of Evergreen Media’s services. The customer expressly acknowledges that these circumstances cannot be influenced by Evergreen Media and that Evergreen Media therefore assumes no liability or responsibility in this regard.

4. Obligations of the Customer to Cooperate

The implementation of the agreed services requires as an essential contractual obligation the close cooperation and collaboration of the customer, who will support Evergreen Media in providing the services in the best possible way. Therefore, the customer will in particular provide free of charge and in a timely manner all necessary means and information required by Evergreen Media to provide its services. The creation of all technical requirements and any implementation of the agreed services are the sole responsibility of the customer.
The customer will at all times provide Evergreen Media with access to the information necessary for Evergreen Media’s activities, in particular provide documents and instruct its own employees to provide information. The customer will inform Evergreen Media of all circumstances relevant to the effective provision of services without being asked.
Furthermore, the customer shall grant Evergreen Media secure access to its websites at all times to the extent specified by Evergreen Media. The customer must also ensure that no malicious software, Trojans or other malware can access the customer’s websites and servers through these access points. In particular to avoid security risks, the customer will also ensure that Evergreen Media only has access to the areas requested or designated by Evergreen Media and in any case has no access to personal data.
The customer is solely responsible for the content and accuracy of the data and information provided. In this context, the customer undertakes not to provide any data or information whose content or knowledge of or use by Evergreen Media infringes the rights of third parties or violates any laws. The customer undertakes and assures to comply with the legal, in particular copyright regulations and any agreements with third parties when providing data or information. Evergreen Media has no obligation to check this. The customer indemnifies and holds Evergreen Media harmless against all claims asserted by third parties due to such violations. This also includes the reimbursement of costs for necessary legal representation.
The customer is solely responsible for backing up the data and information provided to Evergreen Media. Evergreen Media is not liable for the loss of provided data or information, Evergreen Media assumes no obligation to back up data.
The customer will regularly check its website, which is the subject of Evergreen Media’s services, during and also after completion of Evergreen Media’s services for any deviations in its status and functionalities compared to those before Evergreen Media’s services were carried out and report any deviations to Evergreen Media immediately.
If the customer does not provide any of its cooperation services as agreed or does not comply with the agreed organizational guidelines, the resulting consequences, such as additional services and delays, shall be borne by the customer. Evergreen Media may charge the customer for the additional work performed. Should Evergreen Media be held liable by a third party due to non-compliance with the obligation to cooperate, the customer shall indemnify and hold Evergreen Media harmless in this respect.
For the duration of the Contract and for a period of twelve months after its termination, the customer undertakes not to directly or indirectly employ or otherwise engage or commission any person who is or was employed by Evergreen Media and who is or was engaged to provide the contractual services. In the event of a breach of this obligation by the customer itself or a person engaged by the customer, the customer is obliged to pay Evergreen Media a contractual penalty regardless of fault in the amount of the last annual salary paid by Evergreen Media to such person per breach within one month of Evergreen Media’s request. This contractual penalty is owed even if the occurrence of damage cannot be proven. The plea of the connection of the infringing actions (Fortsetzungszusammenhang) may not be raised. The payment of any contractual penalty does not affect the assertion of further claims, in particular claims for injunctive relief, contract fulfillment and damages.

5. Prices, Terms of Payment

Unless otherwise stated in the Contract, all prices are in euros and exclusive of any sales, consumption or other taxes or other official duties.
Payment is due immediately after invoicing and is payable immediately without deductions. Evergreen Media is entitled to invoice partial services already rendered.
Payments are only considered to be debt-discharging when the corresponding amount is freely available to Evergreen Media. Payment is due on the invoice date. If a discount is granted, this only applies if payment is made by the due date.
Incoming payments will be credited to the oldest outstanding invoice and any interest on arrears incurred. Evergreen Media is entitled to offset amounts received from the customer against amounts owed by the customer under this or other contracts, irrespective of any dedication by the customer. The customer is not entitled to set off or withhold payments due or other amounts owed to Evergreen Media from alleged counterclaims, discounts, deductions or other circumstances against Evergreen Media’s claims.
If payments are not received by Evergreen Media on time, Evergreen Media may charge interest on arrears from the due date at the statutory rate. The customer is obliged to compensate Evergreen Media for any exchange rate losses suffered as a result of the customer’s failure to pay on time or as a result of the customer not paying in the currency stated in the offer accepted by the customer.

6. Rights of Use

Evergreen Media grants the customer the non-exclusive, non-transferable and non-sublicensable, perpetual, worldwide right to use these services in accordance with the Contract (Werknutzungsbewilligung).
Any use beyond that described in paragraph 1 is not permitted. In particular, the customer is prohibited from granting sublicenses and from reproducing, renting, distributing or otherwise exploiting the services.
Until full payment of the remuneration, the customer is only permitted to use the services provided on a revocable basis. Evergreen Media may revoke the use of such services for which the customer is in default of payment for the duration of the default.
The customer shall leave any proprietary rights and/or copyright notices of Evergreen Media contained in the work results unchanged and shall also include them in all copies and adaptations.
If Evergreen Media acquires licenses for stock media as part of the collaboration, this is done on behalf of the customer. The rights to this stock media belong to the customer. Evergreen Media draws attention to the fact that the customer may only use the stock media in accordance with the terms and conditions of Adobe Stock (available at this link: https://stock.adobe.com/de/license-terms).
When purchasing the „Page Type Templates“ package, the following applies: This document is for the customer’s internal use only and may not be copied, distributed or otherwise exploited in whole or in part without the prior written permission of Evergreen Media.

7. Warranty

Evergreen Media warrants that its services will be performed with reasonable care and skill by suitably qualified personnel. Evergreen Media makes no representation or warranty that the services will be fit for a particular purpose or have any particular effect unless expressly agreed in writing. In particular, Evergreen Media does not warrant or represent that specific organic Google search rankings will be achieved within a specific period of time.
Evergreen Media assumes no responsibility for the accuracy, completeness and timeliness of third-party data.
The customer is obliged to inspect the service immediately after provision for compliance with the Contract and for any other defects. The defectiveness of services provided by Evergreen Media must be reported to Evergreen Media immediately in writing, detailing the defects.
Evergreen Media is not obligated to provide a warranty with regard to services rendered if an inadequacy is caused by a change in the service that was neither carried out nor authorized by Evergreen Media.
If it turns out during work in connection with the assertion of warranty claims that the customer is not entitled to warranty, Evergreen Media is entitled to charge the expenses incurred on the basis of the agreed prices.
In case a warranty claim is asserted, the customer must prove at all times that the service provided was already defective at the time it was provided. The judicial assertion of a right to warranty must be made within six months from the provision of the service.
If Evergreen Media’s warranty obligation is established, Evergreen Media will provide a replacement or a credit note at Evergreen Media’s discretion. All other warranty remedies (price reduction, rescission) are expressly excluded. The customer will support Evergreen Media within reasonable limits in the elimination of defects.
No guarantees are given with regard to the services to be provided by Evergreen Media.

8. Limitations of Liability

In the event of culpably caused damages, Evergreen Media’s liability – regardless of the legal grounds – is limited in accordance with the following provisions.
Evergreen Media is not liable if and to the extent that instructions or recommendations are not followed by the customer, unless the customer proves that the damage would have occurred even if the instructions and recommendations had been followed.
Evergreen Media is only liable for damages to the extent that they were caused by gross negligence or willful misconduct. Evergreen Media’s liability for slight negligence is excluded, with the exception of personal injury.
Claims for damages by the customer against Evergreen Media must be asserted within a period of six months from the occurrence of the damage and knowledge of Evergreen Media’s responsibility. The customer is responsible for proving the damage and Evergreen Media’s fault.

9. Termination and Suspension

Offers from Evergreen Media accepted by the customer can only be cancelled by the customer with the written consent of Evergreen Media and only on the condition that the customer fully indemnifies Evergreen Media for all losses and damages, costs, charges and expenses incurred by Evergreen Media as a result of the cancellation.
Unless otherwise agreed, Contracts are concluded for an indefinite period and can be terminated at the end of a calendar quarter subject to one month’s notice. Contracts concluded for a fixed term cannot be terminated by ordinary termination. In principle, all Contracts can be terminated prematurely for good cause arising from the sphere of the other party. The prerequisite for this is that the other party breaches an essential part of the Contract and, despite a warning – unless such a warning is unreasonable due to the severity of the breach that has occurred – fails to remedy the breach within a period of time, which should generally not be less than 30 days, and to eliminate the consequences of the breach.
In the event of premature termination by Evergreen Media, the claim to remuneration remains in full. The entire remuneration is due when the termination takes effect, without any offsetting of saved expenses or otherwise achieved or achievable income.
In the event of a justified premature termination by the customer, Evergreen Media’s claim to remuneration is partially forfeited in proportion to the time remaining from the effective date of termination to the end date of the entire scheduled contract period. Any remuneration already paid cannot be reclaimed due to such a termination.
Each party is entitled to terminate the Contract – insofar as this does not conflict with any mandatory statutory provisions – if insolvency proceedings are opened against the other party or insolvency proceedings are rejected due to a lack of cost coverage or the other party discontinues its business, conducts a business closure outside of insolvency law or is no longer able to meet its payment obligations under this Contract.
Evergreen Media may terminate this Contract prematurely if the customer does not fulfill its obligations to cooperate in whole or in part despite a reminder from Evergreen Media or if the customer is fourteen (14) days in arrears with a payment and has not yet paid in full after a written reminder has been issued. Irrespective of this, Evergreen Media is entitled to suspend or discontinue services until full payment has been received if the customer is in arrears.
Any termination must be in writing to be effective.

10. Confidentiality

All information, documents, communications, information and data, analyses, studies and results, contracts and other information which one of the parties (the „receiving party“) receives from the other party (the „disclosing party“) as well as from its authorized representatives or other persons (such as auditors, lawyers, business or financial advisors), whether in writing, orally or by means of electronic data transmission („confidential information“), shall be treated as strictly confidential and kept secret by the receiving party. Under certain circumstances, confidential information may also constitute business secrets, which must then be marked as such and be subject to appropriate confidentiality measures.
Confidential information is excluded from this confidentiality obligation,
1. which were already publicly known at the time of disclosure, or
2. which become public knowledge after disclosure, unless such disclosure is based on a breach of this confidentiality obligation, or
3. which can be proven to have been legitimately in the possession of the receiving party or its advisors prior to the conclusion of this Contract and were not obtained directly or indirectly from the disclosing party,
4. which can be proven to have been legitimately disclosed by a third party not bound to confidentiality, or
5. which must be disclosed as a result of legal regulations (e.g. laws, ordinances) or due to a legally binding court or authority decision.
The parties undertake to inform each other immediately in the event of a breach of the obligations specified herein or if there are indications of such a breach.

11. Applicable Law, Venue

These GTC and the contractual relationship between Evergreen Media and the customer, including pre- and post-contractual phases and effects, are governed exclusively by Austrian law, excluding its conflict of law rules and the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
For disputes arising from the Contract concluded with the customer or the GTC on which the Contract is based, including their pre- and post-contractual phases and effects, the competent court for Innsbruck has exclusive jurisdiction. However, Evergreen Media is free to invoke the customer’s general place of jurisdiction.

12. Miscellaneous

Evergreen Media is permitted to make use of the knowledge used or gained during the provision of services in anonymized form, unless it relates specifically to the customer’s circumstances.
The customer will not disclose to third parties any knowledge gained as a result of Evergreen Media’s provision of services without Evergreen Media’s prior consent. The customer undertakes to impose a corresponding obligation on its employees and third parties who may gain access to such knowledge during the provision of services.
Unless expressly agreed otherwise, Evergreen Media is entitled to mention the name of the customer (or the group of companies to which the customer belongs), including the customer’s logo, as a reference on Evergreen Media’s website or other advertising material. However, there is no obligation to do so.
The customer shall be notified of any amendments to these GTC and these shall be deemed to have been agreed if the customer does not object to the amended GTC in writing within 14 days of notification.
The Contract or any part thereof may not be assigned by the customer without Evergreen Media’s prior written consent.
No failure or delay by Evergreen Media in enforcing or enforcing (even partially) any provision of this Contract or any part thereof shall be construed as a waiver of any rights or approval of any further breach.
The Contract constitutes the entire agreement of the Parties and supersedes all prior written and oral agreements and understandings between the Parties in this regard.
Should any provision of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. In this case, a valid provision that comes as close as possible to the economic purpose of the invalid provision shall be deemed to have been agreed.
Any deviation from these GTC must be made in writing.

As of October 14, 2024, 3:30 PM (Central European Summer Time, GMT+2)

Appendix ./1

Definitions and Deliverables

Definitions of Terms

Backlink

A link that originates from a website and leads to another, external website.

Google Snippet

The preview of the content of a website, consisting of title tag and meta description, in the Google search results.

Keyword

A word or combination of words that users enter at least ten times a month in a country’s Google search according to standard industry tools.

Link Profile

The total of all incoming backlinks of a website.

On-Page

Concerning individual web pages of a website.

On-Site

Concerning the entire website.

Publisher

A person or company that is responsible for the publication of content on websites.

Webpage

A single page of the website with its own URL.

Website

The entirety of all pages.

Objects of Performance

Kickoff Phase

Events at the start of an ongoing support relationship that take place virtually or in person and are limited in time. Project-relevant information is exchanged between Evergreen Media and the customer. The people from Evergreen Media who are significantly involved in the project take part.

Set up Position Tracking

The process in which a defined number of keywords whose placements on the Google search results page of a country and a device are tracked for the agreed website are stored in a tool defined by Evergreen Media. The maximum number of tracked keywords depends on the agreed monthly budget. A maximum of 10 keywords are tracked per EUR 1,000 budget. The customer receives an excerpt of the tracked keywords as part of the reporting.

Set up Site Audit

The process in which an agreed website or a section of it is stored in a tool defined by Evergreen Media so that technical changes can subsequently be monitored.

Set up Reporting

The process in which a report is created to monitor the development of a website or a section of it using key figures and data sources previously defined by Evergreen Media.

Annual Status Meeting

A time-limited, virtual or face-to-face event that takes place once a year. Evergreen Media and the customer discuss the direction of the project. The first annual status meeting takes place after twelve months of the project at the earliest.

Detailed Planning (including monthly strategy development)

The process in which the individual strategy for prioritizing and implementing the contractually agreed service items is developed. A summary of this is the monthly plan contained in the reporting.

Reporting

The monthly reporting is sent out. It contains the key figures, the services provided in the project month („Tasks completed“) and the planned services for the following month („Monthly planning“).

Technical Website Monitoring

Monitoring of technical changes on an agreed website or a section of it using a tool defined by Evergreen Media. If the technical website monitoring reveals changes that Evergreen Media believes require action, the customer will be informed.

Keyword Research (also website content plan)

An unsorted list of keywords on a topic with various metrics.

Website Structure

A list of URLs with grouped keywords.

Editorial Plan

A list of URLs with grouped keywords with prioritization.

Navigation Suggestion

An informal suggestion of which web pages and terms can be used to build the main navigation of a website.

Competitor Analysis

A document in which defined metrics of an agreed website are compared with the same metrics of no more than four defined competitors. There is no entitlement to updates.

Technical SEO Audit

A document with subjective recommendations for technical changes to an agreed website or part of it. The implementation of the recommendations is not included.

OnPage Audit (also OnPage check)

A document with subjective recommendations for changes to an agreed website or part of it. The implementation of the recommendations is not included.

EO Audit (also complete SEO audit)

A document containing a technical SEO audit, an on-page audit and comments on the link profile of an agreed website or a section of it. The implementation of the recommendations is not included.

Mockup

A visual design of an agreed website, which can be based on the existing corporate design of the website. The implementation of the design proposal is not included. Evergreen Media does not offer revisions of the mockup.

Small Graphics Set

One or two graphics designed by us (e.g. icons, diagrams) to visually support website content. The customer receives the graphics as PNG, JPG or PDF for approval. These are then made available in the ideal resolution for the respective website. Open files (e.g. Illustrator or InDesign documents) for the customer’s own editing are not supplied.

Large Graphics Set

Three to five graphics designed by us (e.g. infographics, checklists, comparisons, process descriptions) to visually support website content. The customer receives the graphics as PNG, JPG or PDF for approval. These are then made available in the ideal resolution for the respective website. Open files (e.g. Illustrator or InDesign documents) for the customer’s own editing are not supplied.

UX Check (also UX & usability check)

A document with subjective recommendations for changes to an agreed website or part of it, taking into account the basic usability and design rules. The implementation of the recommendations is not included.

Page Type Templates

Generic templates for specific website page types. The customer receives access to these via a password-protected link for viewing in the browser and as a PDF.

Text

A text optimized for previously defined keywords, including a Google snippet. It is sent to the customer as a Word document or Google Doc for approval.

Text Correction

Correction of the content by the customer. Evergreen Media revises the text accordingly in a maximum of two correction loops.

Content Design

The one-off process of entering a text into the backend of the customer’s website. The customer is responsible for the website content and the publication of new content.

Revision and Subsequent Optimization

The content revision and optimization of an existing text for previously defined keywords. It is sent to the customer as a Word document or Google Doc for approval.

Content Template

Instructions for the creation of a search engine optimized text, which the customer receives as a Word document or Google Doc. Evergreen Media assumes no responsibility for the proper and timely implementation of the content template or any deviations from the recommendations on the part of the customer.

Content Training

A one-time, virtual or in-person event where an Evergreen Media content creator explains to the client how to write search engine optimized copy.

Content Audit

A list of existing URLs of an agreed website or a section of it. The list contains metrics (impressions, clicks, etc.) that correspond to the respective purpose of the content audit.

Snippet Audit

A list of existing URLs of an agreed website or a section of it, which contains the Google snippets and the corresponding metrics (click rate, position, etc.).

Snippet Optimization

A document that contains formulated Google snippets (consisting of title tag and meta description) for agreed web pages.

Backlinks (also backlink building)

The targeted acquisition of backlinks.

Linkable Asset

Website content that is created with the aim of generating as many backlinks as possible. The customer receives the linkable asset as a Word document or Google Doc for approval. Evergreen Media does not guarantee the specific number of links per linkable asset.

Guest Article

A text that contains a link to a customer’s website and is sent to the publisher of a website for publication.

Backlink Analysis

A list of domains that we recommend to disavow. The list is the result of an analysis of the link profile of a website or part of it using a tool defined by Evergreen Media.

Link Profile Monitoring

Monitoring of the link profile of a website or a section of it at least quarterly using a tool defined by Evergreen Media. If Evergreen Media believes there is a need for action after monitoring, the customer is informed.

Link Profile Audit

A document with a subjective assessment and recommendations for the link profile of an agreed website or a section of it. The implementation of the recommendations is not included.

Directory Entries Audit

A survey of how many and in which company directories and web catalogs a company is registered.

Directory Entries

The entry of a company in an agreed number of company directories and web catalogs. Evergreen Media has no influence on whether and when the respective editorial offices activate the directory entries and therefore assumes no guarantee.

Optimized Company Description

An optimized description of a company. It comprises between 500 and 600 characters and is sent to the customer in advance for approval.

Directory Entries Reporting

A list of all directories in which a company has been entered.

Package Kickoff

A one-off, time-limited, virtual or face-to-face event at the start of a package. The people from Evergreen Media who are significantly involved in the package take part in the meeting.

Package Final Meeting

A one-off, time-limited, virtual or face-to-face event after completion of a package. The people from Evergreen Media who are significantly involved in the package take part in the meeting.