Terms and Conditions (B2B)

Last updated: 11 October 2026

Important: This English version is provided for information only. The German-language terms effectively incorporated into a contract, together with the individual contract documents, are authoritative.

1. Scope

These Terms and Conditions become part of a contract only where the Client is informed of them at the time of contracting, has a reasonable opportunity to review them and agrees to their application. They apply to contracts between CodePartner GmbH, Twisterlingsbogen 5, 26160 Bad Zwischenahn, Germany (the “Provider”), and businesses within the meaning of Section 14 BGB, legal entities under public law or special funds under public law. They apply in particular to Answer Engine Optimisation (AEO), Generative Engine Optimisation (GEO), Search Engine Optimisation (SEO), consulting, audits, strategy, technical optimisation, content concept and optimisation, monitoring, reporting and related services.

They apply exclusively to B2B contracts and do not apply to consumer contracts. Individual provisions in an offer, contract, specification, project plan or expressly incorporated service description take precedence.

2. Formation of contract and contract documents

Website content is non-binding information and does not constitute a binding contractual offer. Provider quotations are subject to change unless expressly stated otherwise. A contract is concluded through acceptance of an offer, signature of a contract or another clear agreement between the parties.

The type and scope of services are primarily determined by the individual offer, service description, project plan and other expressly incorporated contract documents.

3. Scope of services

The Provider performs the agreed services professionally on the basis of technical and editorial knowledge available at the time of performance. Whether a service is owed as a service obligation or as a specific work result depends on the concrete service description and contractual purpose.

Unless expressly agreed otherwise, the Provider does not owe any specific search-engine ranking, inclusion or mention in AI-generated answers, any specific number of citations or source links, or any specific commercial result. Search engines and AI systems are operated by independent third parties and may change functionality, sources and presentation at any time.

4. Client cooperation

The Client provides necessary information, content, access credentials, contacts, approvals and decisions in good time and in a suitable format. The Client is responsible for ensuring that content, data, trademarks, images, software and other materials supplied by the Client may be used lawfully.

Delays or additional effort caused by late, incomplete or incorrect cooperation for which the Provider is not responsible may lead to an appropriate adjustment of timing and fees.

5. Changes and additional services

Change requests outside the agreed scope are assessed for effort, cost and timing before implementation. Additional services are performed only after corresponding commissioning.

6. Fees and billing

Fees, billing model, instalments and payment terms follow the respective offer or contract. Unless agreed otherwise, prices are net plus statutory VAT. Travel, licence, tool, API, hosting or other third-party costs are charged only where agreed or approved by the Client in advance.

7. Deadlines and project delays

Dates are binding only where expressly agreed as binding. Where a project is delayed for reasons outside the Provider’s responsibility, including missing cooperation, later change requests or third-party delays, affected deadlines are extended appropriately.

8. Acceptance of work results

Where an acceptance-capable work result is owed, acceptance is governed by statutory law and agreed acceptance criteria. Minor defects do not justify refusal of acceptance. Partial acceptance may be agreed for objectively separable project stages.

9. Defects and remediation

For work-type services, statutory defect rights apply unless the individual contract validly provides otherwise. The Client supports the Provider in reproducing and isolating any defect.

A deviation is not a defect where it results from changes by the Client or third parties, external platform changes, unapproved system environments or use contrary to the contract and the Provider is not responsible for the cause.

10. Third parties, search engines and AI platforms

Analyses and optimisation may use data, APIs, search engines, AI systems, monitoring tools or other third-party services. Their availability, functionality, pricing, policies and outputs are outside the Provider’s control. Material project dependencies are considered where identifiable.

11. AEO, GEO and monitoring results

Outputs from generative systems are dynamic and probabilistic and may vary by time, user context, model version and data availability. Metrics such as mention rate, citation rate or share of voice therefore rely on defined samples and prompt sets and do not guarantee identical results for every query.

The Provider documents measurement methods and assumptions within the agreed scope but does not owe permanent reproducibility of independent AI or search-system outputs.

12. Usage rights

Usage rights for individually created work results are primarily governed by the relevant offer or contract. Unless agreed otherwise, after full payment the Client receives the non-exclusive rights necessary for the contractual purpose, unlimited in time and territory, to the work results created specifically for the Client.

Pre-existing tools, templates, methods, libraries, evaluation logic, know-how and reusable components remain with their respective rights holders. Third-party materials are governed by their applicable licence terms.

13. Confidentiality and data protection

Both parties treat confidential information made available during the engagement as confidential and use it only for contract performance. Statutory disclosure obligations remain unaffected.

Where the Provider processes personal data on behalf of the Client and Art. 28 GDPR applies, the parties conclude a separate data processing agreement.

14. Liability

The Provider has unlimited liability for intent and gross negligence, culpable injury to life, body or health, guarantees assumed, and mandatory statutory liability.

For slight negligence in breach of a material contractual obligation whose fulfilment is essential to proper performance and on which the Client may regularly rely, liability is limited to the foreseeable damage typical for the contract at the time of conclusion. Liability for slight negligence is otherwise excluded. These provisions apply correspondingly in favour of the Provider’s legal representatives, employees and agents.

15. Term and termination

Term and ordinary termination follow the individual contract. Both parties’ rights to terminate for good cause and mandatory statutory termination rights remain unaffected.

16. References

The Client’s name, logo or project information is used for references or marketing only where the Client has approved such use.

17. Consumer dispute resolution

The services are directed exclusively at businesses. Irrespective of this, the Provider is neither willing nor obliged to participate in consumer dispute-resolution proceedings.

18. Final provisions

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods, unless mandatory law requires otherwise. Where the Client is a merchant, legal entity under public law or special fund under public law, the Provider’s registered office is the place of jurisdiction to the extent permitted by law.

If any provision is or becomes wholly or partly invalid, the validity of the remaining provisions remains unaffected. Statutory provisions apply in place of an invalid provision.

19. Provider

CodePartner GmbH
Twisterlingsbogen 5
26160 Bad Zwischenahn
Germany
Email: kontakt@aeo-agentur.de
Phone: +49 441 1813 1820