Please note: This translation is provided for information purposes only. In the event of any discrepancies between the translation and the original German version, the latter shall take precedence.

General Terms and Conditions Radyant Digital GmbH

Version: January 2026

§ 1 Scope of Application

1.1 These General Terms and Conditions (GTC) apply to all services provided by Radyant Digital GmbH (hereinafter referred to as the “Agency”) to its clients. The Agency provides services in particular in the areas of Search Engine Optimization (SEO), AI Search Optimization (AEO), and Content Marketing.

1.2 Deviating or supplementary terms and conditions of the client shall only apply if the Agency has expressly agreed to them in writing.

1.3 Individual contractual agreements (e.g. proposals, service level agreements) shall take precedence over these GTC, provided they have been made in writing or in text form (cf. Section 126b of the German Civil Code).

§ 2 Scope of Services and Contract Formation

2.1 The specific scope of services, remuneration, and contract term are set out in the respective proposal or service description.

2.2 All proposals by the Agency are non-binding unless expressly marked as binding or provided with a deadline for acceptance.

2.3 Changes to the scope of services require the written agreement of both parties.

2.4 The Agency does not provide legal advice. However, within the scope of its professional diligence, the Agency shall draw the client’s attention to identifiable legal risks insofar as these relate to the commissioned services. Legal responsibility for content, trademarks, and domains remains with the client.

§ 3 Contract Term and Termination

3.1 The collaboration is structured as an ongoing contractual relationship. Contract term and notice periods are set out in the respective proposal.

3.2 The right to extraordinary termination for good cause remains unaffected. Good cause for the Agency exists in particular if the client is in default of payment of due remuneration despite a reminder and a reasonable grace period of at least 30 days.

3.3 Termination of an individual contractual relationship shall not affect any other contractual relationships between the parties.

§ 4 Use of Third Parties

4.1 The Agency is entitled to engage freelancers or subcontractors to fulfil its services. The Agency remains responsible to the client for the proper performance of services.

4.2 The client may object in writing to the engagement of a specific third party, provided there is a legitimate reason.

4.3 If third parties are to be engaged in the name and on behalf of the client, this requires the client’s prior written consent.

§ 5 Remuneration and Payment

5.1 Remuneration is set out in the respective proposal. Invoicing takes place monthly in advance based on the agreed fixed prices.

5.2 All prices are stated exclusive of statutory value added tax, where applicable.

5.3 Invoices are due for payment within 14 days of the invoice date without deduction, unless a different payment term has been agreed in the proposal.

5.4 Additional ancillary costs (e.g. travel expenses, software licences, stock photos) shall only be invoiced if they have been agreed with the client in advance.

5.5 In the event of default, the statutory provisions shall apply.

5.6 If the client is in default of payment of due remuneration for more than 30 days, the Agency is entitled to suspend its services until all outstanding amounts have been settled in full. The client’s obligation to pay the agreed remuneration shall remain unaffected.

§ 6 Client’s Duty to Cooperate

6.1 The client shall provide the Agency with all documents, access credentials, and information required for the performance of services in a timely manner. This includes in particular access to CMS, analytics tools, Search Console, and other relevant systems.

6.2 Delays resulting from the client’s failure to fulfil its duties to cooperate in a timely manner shall extend the Agency’s performance deadlines accordingly and shall not entitle the client to a reduction of remuneration.

6.3 If the client fails to fulfil its duties to cooperate despite a written request and a reasonable grace period, the Agency shall be entitled to perform the services at its own professional discretion. Services performed in this manner shall be deemed to be in conformity with the contract unless the client raises substantiated objections in writing within 14 days of delivery.

6.4 The client shall ensure that any content, trademarks, and domains provided or approved by the client do not infringe the rights of third parties. The client shall indemnify the Agency against any third-party claims arising from a breach of this obligation. This includes the reasonable costs of legal defence. The Agency shall inform the client without undue delay of any claims asserted.

6.5 Ongoing work results (e.g. monthly content deliveries, reports, optimization measures) shall be deemed accepted if the client does not raise substantiated objections in writing within 14 days of delivery.

§ 7 Performance and Deadlines

7.1 The Agency performs its services in recurring service cycles in accordance with the agreed proposal. The nature, scope, and timing of services are determined in the proposal or in consultation with the client.

7.2 Binding individual deadlines and timeframes shall be agreed in writing and are subject to the client’s timely fulfilment of its duties to cooperate.

7.3 In the event of force majeure (in particular strikes, official orders, failure of essential technical infrastructure), agreed deadlines shall be extended accordingly.

§ 8 Rights of Use

8.1 Upon full payment of the agreed remuneration, the Agency grants the client an exclusive, unrestricted right of use to the contractually produced work results, without limitation as to time, territory, or content.

8.2 Until full payment has been made, all rights of use to the work results shall remain with the Agency. Upon termination of the contract with outstanding claims, the client shall not be entitled to use unpaid work results.

8.3 Services provided prior to the conclusion of the contract (e.g. pitches, concepts) may not be used without a separate written agreement.

8.4 Source files, open layout data, and raw data shall only form part of the scope of services if this has been expressly agreed.

§ 9 Self-Promotion and References

9.1 The Agency is entitled to name the client as a reference client and to use the client’s company name and logo on its own website and in general agency presentations.

9.2 The Agency is entitled to present the work results produced and results achieved in the course of the collaboration for its own reference and promotional purposes. The disclosure of absolute figures relating to the client’s revenues, contribution margins, leads, and budgets requires the client’s prior written consent.

9.3 Information designated as trade or business secrets is excluded from any self-promotion.

9.4 The right to reference naming pursuant to Clause 9.1 shall continue to apply after the end of the contract. The client may revoke the reference naming at any time with 30 days’ written notice.

§ 10 Warranty

10.1 The Agency performs its services with the diligence customary in the industry. Search engine optimization, AI search optimization, and content marketing are by their nature activity-based services. The Agency owes the professional execution of the agreed measures and transparent reporting on their results, but not specific rankings, traffic figures, or revenue outcomes. Changes to search algorithms, AI systems, or platform policies by third parties (e.g. Google, OpenAI) are beyond the Agency’s control and do not give rise to warranty claims.

10.2 Defects must be reported to the Agency in writing within 14 days of discovery. The Agency shall have the right to two attempts at remediation within a reasonable period.

10.3 Warranty claims shall exist in the event of material deviations from the agreed service description. The Agency shall have the choice between remedying the defect and providing a replacement.

§ 11 Liability

11.1 The Agency shall be liable without limitation in cases of intent and gross negligence, as well as for damages resulting from injury to life, body, or health.

11.2 In cases of slightly negligent breach of material contractual obligations (cardinal obligations), liability shall be limited to foreseeable, contract-typical damages.

11.3 The Agency shall not be liable for the competition law and trademark law admissibility of content provided or approved by the client. Insofar as the Agency is commissioned to create content, it shall review such content with the diligence customary in the industry for identifiable legal infringements.

11.4 Upon approval of content by the client, the client assumes responsibility for its accuracy and legal admissibility.

§ 12 Confidentiality

12.1 Both parties undertake to keep confidential information of the respective other party secret and to use it only for the performance of the contract. This obligation shall continue to apply after the end of the contract.

12.2 If a separate non-disclosure agreement (NDA) exists between the parties, it shall take precedence over the provisions of this clause.

§ 13 Data Protection

13.1 The parties shall process personal data exclusively in accordance with applicable data protection laws, in particular the GDPR.

13.2 If the Agency processes personal data on behalf of the client, the parties shall enter into a separate data processing agreement (DPA).

13.3 The client warrants that it transmits personal data to the Agency only in compliance with applicable data protection laws.

§ 14 Final Provisions

14.1 The laws of the Federal Republic of Germany shall apply.

14.2 The place of performance and jurisdiction shall be Berlin, provided the client is a merchant, a legal entity under public law, or a special fund under public law.

14.3 Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provision, the legally permissible provision that most closely reflects the economic purpose shall apply.

14.4 Amendments and additions to these GTC require written form.