Terms and Conditions

(1) These General Terms and Conditions (GTC) form part of all contracts (the “Contract” or “Contracts”) concluded between Buzz­matic GmbH & Co. KG (“Buzz­matic”) and its client (the “Client”).

(2) These GTC apply exclusively. Terms of the Client deviating from these GTC shall only be valid if Buzz­matic expressly acknowledges them in text form.

(3) The components of the contract apply in the following order of precedence: (a) the individually concluded contract including offer, statement of work and annexes, (b) the data processing agreement, insofar as the protection of personal data is concerned, (c) sections VIII.a and VIII.b of these GTC, insofar as services of the Buzz­matic Automation Engine or retainer services are concerned, (d) the remaining provisions of these GTC, (e) the terms of service of the Buzz­matic Automation Engine in the version incorporated under clause VIII.a (3). In the event of conflict, the provision with higher precedence prevails; otherwise the provisions complement each other.

(1) All offers made by Buzz­matic are non-binding and subject to change.

(2) Contracts require text form. An order confirmation issued by Buzz­matic in text form and validly declared shall be sufficient. The return of an unchanged offer prepared by Buzz­matic and signed by the Client by fax, email or letter shall likewise be sufficient and binding.

(3) Verbal collateral agreements and amendments to the Contract require confirmation in text form to be valid.

(1) During the performance of the services, Buzz­matic shall carry out all work in accordance with the offer with the requisite care and shall endeavour to complete it within the period provided for and communicated to the Client.

(2) Buzz­matic shall under no circumstances cooperate with companies or individuals that operate websites with content that is illegal or contrary to public policy under German law. By signing the Contract, the Client warrants that the website to be marketed contains no content that is illegal or contrary to public policy under German law.

(3) The Client warrants that the use of its website does not infringe trademark rights or other rights of third parties.

(4) Buzz­matic is entitled to engage subcontractors.

(5) If the Client or third parties alter or remove websites, web pages, content or links that Buzz­matic optimised or created in the course of providing the services, or change the technical basis of the website or web server, Buzz­matic is not responsible for the resulting effects on the results.

(6) Should the provision of contractual services be impossible due to force majeure or other circumstances for which Buzz­matic is not responsible, there shall be no obligation to provide services for the duration of such events. This includes in particular, but not exclusively, force majeure, the lack of functionality of telephone lines and the internet, power outages and failures of servers outside Buzz­matic’s control. This also includes cases where suppliers or other third parties have, without gross fault on the part of Buzz­matic, failed to deliver properly, or where the software or services supplied by them do not function properly and Buzz­matic is therefore unable to fulfil its obligations.

(1) Depending on the specific structure of the order, Buzz­matic shall provide online marketing services for the Client in accordance with sections IV to VIII.

(2) Insofar as Buzz­matic is commissioned to provide consulting services, Buzz­matic’s obligation to perform is limited to supporting the Client’s respective advertising measures.

(3) Such support measures may include in particular the preparation of keyword analyses, website audits, competitor analyses or AI visibility audits. The Client is obliged to review Buzz­matic’s recommendations (e.g. for keywords) for content and legal compliance. If the Client does not object to a recommendation in text form within two weeks of receipt, it is deemed approved, provided that Buzz­matic pointed out this period and the consequence of silence when sending it.

(4) There is no obligation on Buzz­matic to advise the Client beyond the consulting obligations set out in these GTC or the offer/order.

(5) Buzz­matic is entitled to name the Client as a reference using its company name and logo and to use this in a suitable manner for marketing and sales purposes — unless the Client objects to this in text form.

(1) Buzz­matic shall advise and support the Client, for remuneration, in optimising the web pages specified in the order/offer for the internet search engine specified in the offer (search engine optimisation / SEO). If no search engine is expressly specified, the advice relates solely to Google.

(2) The aim is for the contractually agreed web pages to be listed in a higher position than is currently the case when the search engine user enters certain search terms (keywords) agreed between the parties. Success in achieving particular search engine placements is not owed. No guarantees of success are given.

(3) Subject to any express agreement to the contrary, the creation of content for the website is the sole responsibility of the Client.

(4) The Client is aware that SEO is an ongoing process and that results may only become visible 6–12 months after implementation of the changes proposed by Buzz­matic. The Client is also aware that search engine placement depends on a large number of factors that are subject to constant change and are not known to Buzz­matic in detail. Unforeseen changes in placement — including a significant deterioration or complete removal from the index of the respective search engine — cannot be excluded.

(5) In the event of a deterioration in search engine placement, Buzz­matic shall advise the Client at short notice, for remuneration, on how to proceed, propose possible solutions and, where applicable, implement them in coordination with the Client.

(6) Insofar as Buzz­matic is commissioned to analyse the web pages to be optimised (on-page or technical SEO analysis), Buzz­matic shall provide the Client with recommendations for possible changes regarding the structure, content and technology of the contractual web pages.

(7) The Client is responsible for implementing the proposals, in particular for any advisable modification of the web pages themselves, unless the parties expressly agree that Buzz­matic will carry out the optimisation itself for additional remuneration.

(8) Insofar as the Client commissions Buzz­matic to implement the optimisation, the Client must back up its data before the start of the programming work and check the functionality of its website after completion before the updated version goes online.

(9) Buzz­matic aligns all measures with the published guidelines of the respective search engine and informs the Client, before implementation, of risks of individual measures known to it. As the guidelines require interpretation and change continuously, the assessment of a measure by a search engine does not constitute defective performance by Buzz­matic, unless Buzz­matic intentionally or grossly negligently breached unambiguous guidelines.

(10) The Client undertakes to inform Buzz­matic in detail about previous search engine optimisation activities before the start of the provision of services. Should the Client’s website have been removed from one or more search engine indexes due to previous activities, Buzz­matic shall be released from its obligation to perform and entitled to withdraw from the Contract.

(1) Buzz­matic shall advise and support the Client, for remuneration, in optimising its digital presence for AI-based search systems and large language models (LLMs) (Generative Engine Optimization / GEO). This includes in particular visibility in AI assistants such as ChatGPT, Perplexity, Google AI Overviews, Microsoft Copilot and comparable systems.

(2) The aim is for the Client’s brand, products or services to be mentioned more frequently and more positively in the responses of AI systems. Success in achieving particular placements or mentions is expressly not owed. No guarantees of success are given.

(3) The Client is aware that the functioning of AI systems is non-transparent and may change without prior notice. The algorithms, training data and output mechanisms of these systems are not publicly documented and cannot be influenced or predicted by Buzz­matic.

(4) The Client is aware that GEO measures are considerably more volatile than classic SEO measures. Results may fluctuate strongly, occur with a delay or fail to materialise. Buzz­matic gives no warranty for the durability of results achieved.

(5) Buzz­matic provides analyses and recommendations on the basis of the state of knowledge available at the time of performance regarding the functioning of AI systems. As this area is subject to rapid technological change, recommendations may become outdated or lose their effectiveness without this constituting a defect in performance.

(6) The measurement and reporting of GEO results is subject to technical limitations. Buzz­matic uses available tools and methods to measure success but cannot guarantee complete or exact capture of all AI mentions.

(7) The provisions of section V (SEO contracts) apply additionally insofar as they are applicable to GEO services and are not regulated differently by the foregoing provisions.

(1) If and insofar as services in the area of performance marketing (Google Ads, Facebook Ads, Instagram Ads, LinkedIn Ads and comparable platforms) are agreed, Buzz­matic shall advise and support the Client in performance marketing for remuneration.

(2) Buzz­matic shall support the Client in creating and optimising accounts with various providers of online advertising (the “Providers”). For this purpose, the Client shall grant Buzz­matic access to the existing accounts with the Providers.

(3) The display of advertising with the Providers is subject in each case to the terms of the Providers, over which Buzz­matic has no influence.

(4) Buzz­matic advises the Client on the selection of relevant keywords, target groups and landing pages and proposes them. The Client decides on their use. If Buzz­matic does not receive a response from the Client in text form within five working days of a request for approval, the proposed keywords, target groups and landing pages are deemed approved, provided that Buzz­matic pointed out this period and the consequence of silence in the request.

(5) If expressly agreed, Buzz­matic shall also itself design advertising copy and graphic elements for the campaigns and may draw on the templates provided by the Client.

(6) Buzz­matic is not obliged to check the selected keywords, advertising copy and graphic elements for compatibility with applicable law and third-party rights.

(1) After delivery of a text to the Client, the Client accepts the text. However, Buzz­matic gives no warranty that the text is suitable for any particular purpose of the Client.

(2) If the Client fails to accept the text or does not request rectification although the text complies with the briefing specifications, the text is deemed accepted 14 days after delivery, provided that Buzz­matic pointed out this period and the consequence upon delivery.

(3) Until acceptance, the Client may request rectification (revision loops) of a text insofar as it does not comply with the briefing specifications. Unless otherwise agreed, for fixed-price services requiring the Client’s cooperation one revision loop is included in the fixed price; activities going beyond this shall be remunerated at the agreed hourly rates. If no specific hourly rates have been agreed, a rate of EUR 180 / hour applies.

(4) The Client undertakes to check the created texts for content and infringements of rights before using them. Buzz­matic expressly does not carry out any check for legal violations and excludes any liability in this respect.

(5) Upon delivery, Buzz­matic grants the Client a simple right of use in the text, subject to full payment. Upon full payment it becomes a right of use unlimited in time and territory.

(6) If the Client is in default of payment for the relevant text, Buzz­matic may revoke the right of use after an unsuccessful reminder setting a reasonable deadline.

(7) The Client is not entitled to designate itself as the creator or author of the texts.

(8) The creation and editing of the texts / content takes place exclusively on the basis of the specifications provided by the Client (briefing).

(9) Buzz­matic accepts no liability for statutory claims of authors under sections 32, 32a of the German Copyright Act (UrhG).

(10) Paragraphs (1) to (3) and (6) do not apply to output that the Client generates itself via the Buzz­matic Automation Engine; in this respect section VIII.a letter F applies.

A. Basic Provisions

(1) This section applies to all services in which Buzz­matic uses artificial intelligence (AI), large language models (LLMs), generative AI systems or comparable technologies to create, edit or optimise content. This includes in particular, but not exclusively: texts, images, graphics, videos, audio content, product descriptions, metadata, translations and other digital content.

(2) Buzz­matic uses AI systems from various providers, in particular OpenAI, Anthropic and Google, as well as image generation services. The providers used in each case, with their registered seat, purpose and transfer mechanism, are set out in the register of sub-processors under clause XIV (6). The selection is at Buzz­matic’s dutiful discretion unless expressly agreed otherwise.

(3) The Client is aware of and expressly acknowledges that AI-generated content is created on the basis of statistical models and probabilities. The results may contain inaccuracies, errors, so-called hallucinations or unintended content.

B. Client’s Review Obligations and Liability

(4) The Client is obliged, without exception and without limitation, to review independently and in full all AI-generated content delivered by Buzz­matic before any use, publication or disclosure. This review obligation comprises:

a) Content accuracy: checking all facts, data, figures, statements and assertions for correctness and currency;

b) Legal admissibility: checking compatibility with applicable law, in particular copyright, trademark law, competition law, personality rights, data protection law and industry-specific regulations;

c) Brand conformity: alignment with the Client’s corporate identity, brand guidelines and corporate communications;

d) Fitness for purpose: assessment of suitability for the intended purpose of use;

e) Ethical soundness: checking for discriminatory, offensive, misleading or otherwise problematic content;

f) Regulatory compliance: compliance with industry-specific regulations (e.g. the German Act on Advertising in the Field of Healthcare (HWG), financial market regulation, food law).

(5) Buzz­matic accepts, to the extent legally permissible, no warranty, guarantee or liability for:

a) the content accuracy, completeness or currency of AI-generated content;

b) the legal admissibility of the content in any jurisdiction;

c) the suitability of the content for any particular purpose of the Client;

d) freedom from third-party rights, in particular copyright, trademark, patent or personality rights;

e) damage arising from the use of unchecked or faulty content;

f) indirect damage, consequential damage, lost profit or reputational damage.

(5a) The exclusions and limitations of liability set out in this section do not apply in cases of intent and gross negligence, culpable injury to life, body or health, the assumption of a guarantee, or mandatory statutory liability (in particular under the German Product Liability Act). In the event of a slightly negligent breach of material contractual obligations, clause XIII (4) and (6) apply instead of paragraph (5) letters e) and f). In all other respects, the liability provisions of section XIII apply additionally.

(6) The Client bears the risk of using AI-generated content that it publishes, passes on or otherwise uses. Buzz­matic’s liability under paragraph (5a) and section XIII remains unaffected.

C. Copyright and Intellectual Property

(7) The Client acknowledges that, according to the current state of case law, the copyright protectability of AI-generated content is unclear or limited in many jurisdictions. Buzz­matic gives no warranty for the copyright protectability of the content delivered.

(8) Insofar as rights arise in or are transferable to AI-generated content, Buzz­matic grants the Client a simple (non-exclusive) right of use unlimited in time and territory; until full payment, paragraph (26) applies. Exclusivity cannot be assured due to the nature of AI-generated content.

(9) The Client is solely responsible for checking whether AI-generated content may reproduce existing works of third parties or is too similar to them. Buzz­matic assumes no research or review obligation regarding possible copyright infringements.

(10) Buzz­matic accepts no liability for statutory claims of authors or other rightholders under sections 32, 32a UrhG or comparable provisions of other legal systems.

D. Labelling Obligations and Regulatory Compliance

(11) The Client bears sole responsibility for compliance with all statutory labelling obligations for AI-generated content. This includes in particular requirements arising from the EU Regulation on Artificial Intelligence (AI Act), the German Digital Services Act (DDG), the Telemedia Act, the Interstate Media Treaty and industry-specific regulations.

(12) Buzz­matic expressly points out that the legal framework for AI-generated content is in constant flux. The Client is obliged to inform itself independently about the rules applicable at any given time and to ensure compliance with them.

(13) Buzz­matic expressly recommends that the Client obtain legal advice from a specialised lawyer in case of uncertainty regarding regulatory requirements. Buzz­matic does not provide legal advice.

E. Data and Input Materials

(14) The Client represents and warrants that all data, materials and information provided by it for use by AI systems (the “Input Materials”) are free of third-party rights or that the Client holds all rights necessary for their use.

(15) The Client is solely responsible for the legal review of the Input Materials with regard to copyrights, trademark rights, personality rights, data protection law and other third-party rights.

(16) The Client provides personal data, confidential information of third parties and trade secrets of third parties as Input Materials only insofar as it has the necessary legal bases, consents and authorisations. Buzz­matic processes personal data only on the basis of a data processing agreement under clause XIV (5).

(17) Buzz­matic uses the business API access of the AI providers and does not use input materials to train its own models. Whether a provider may use content transmitted via the API for its own purposes is governed by that provider’s terms. On request, Buzz­matic informs the Client of the provider terms applicable to a workflow and can restrict workflows to specific providers.

F. Indemnification and Assumption of Liability

(18) The Client indemnifies Buzz­matic, its legal representatives, employees, vicarious agents and subcontractors against third-party claims asserted against Buzz­matic because of the Client’s publication, disclosure or other use of AI-generated content or because of the Input Materials provided by the Client. This includes in particular:

a) claims for copyright infringements;

b) claims for trademark infringements;

c) claims for violation of personality rights;

d) claims for competition law violations;

e) claims for data protection violations;

f) claims for false or misleading content;

g) fines and penalties for breaches of labelling obligations or other regulatory requirements.

(19) The indemnification also covers the necessary costs of legal defence, including lawyers’ fees in the amount of the statutory fees. Buzz­matic informs the Client without delay of claims asserted and coordinates the legal defence with it.

(20) The indemnification requires that the Client is responsible for the underlying infringement, in particular because it did not fulfil its review obligations under paragraph (4) or provided Input Materials without the necessary rights.

(20a) The indemnification obligation does not apply insofar as the asserted claim is based on intentional or grossly negligent conduct of Buzz­matic, its legal representatives or vicarious agents.

G. Quality and Limits of Performance

(21) Buzz­matic endeavours to achieve high quality of AI-generated content but cannot assume any guarantee of completeness, accuracy, consistency or a particular level of quality.

(22) The results of AI systems may vary for identical inputs. Exact reproducibility of results is technically not guaranteed.

(23) Buzz­matic reserves the right to change or update the AI systems, methods and processes used at any time, provided that this does not significantly impair the quality of the services.

H. Buzz­matic’s Intellectual Property

(24) All technologies, methodologies, prompts, workflows, templates and processes developed or used by Buzz­matic for the creation of AI-generated content remain the exclusive intellectual property of Buzz­matic. The provisions of section XV apply additionally.

(25) Use of these technologies by the Client outside the agreed scope of services requires a separate agreement in text form.

I. Acceptance and Use

(26) Clause VII (5) and (6) apply accordingly to the use of AI-generated content before full payment.

(27) If the Client fails to accept the content or to give notice of defects within 14 days of delivery, the content is deemed accepted, provided that Buzz­matic pointed out this period and the consequence upon delivery.

(28) If the Client uses content without fulfilling its review obligations under paragraph (4), this is at its own risk.

(29) Paragraphs (26) to (28) do not apply to output that the Client generates itself via the Buzz­matic Automation Engine. Letters A to G apply to such output in accordance with section VIII.a letter F.

A. Subject Matter and Incorporation

(1) The Buzz­matic Automation Engine (platform) comprises the portal at app.buzzmatic.com, the interface at api.buzzmatic.com, the sign-in service at auth.buzzmatic.com, the applications provided there, and command-line and MCP interfaces. Buzz­matic makes the platform with the workflows (automations) assigned to the Client available for use via the internet for the term of the contract (platform services). No software or source code is handed over.

(2) Platform services may be agreed on their own or as part of a retainer. Setting up, configuring and adapting workflows and training are services. No particular economic success is owed, in particular no particular rankings, visibility in AI systems or revenue.

(3) In addition, the terms of service of the platform, available at https://app.buzzmatic.com/legal/terms, apply in the version in force when the contract is concluded; later versions apply in accordance with the amendment clause set out there. The privacy notice at https://app.buzzmatic.com/legal/privacy informs about the processing of personal data for which Buzz­matic is the controller. The Client confirms that it was able to take note of the terms of service before the contract was concluded.

(4) For platform services, the provisions of this section take precedence over the other sections of these GTC. Clause I (3) remains unaffected.

(5) Where users of the Client confirm the terms of service when signing in, this serves documentation purposes. It does not create a separate contract between Buzz­matic and the individual user; the Client is the sole contracting party.

B. Access, Users and Security

(6) User accounts are created by invitation and are personal. The Client manages users, roles and permissions itself and revokes access without delay when users leave. Actions taken via the Client’s accounts, interface keys and tokens are attributed to the Client unless it is not responsible for the misuse.

(7) The Client keeps access credentials, interface keys, service tokens and MCP tokens secret and revokes them without delay if misuse appears possible. Buzz­matic may temporarily suspend accounts, keys or tokens where there is a reasonable suspicion of compromise, use in breach of the contract or a threat to the platform, and informs the Client without delay.

(8) The Client uses the platform only for its own business purposes. Use by or for third parties, including affiliated companies, requires an agreement in text form.

C. Permitted Use

(9) The Client will not (a) use the platform for unlawful purposes or to create unlawful, infringing, misleading or deceptive content, (b) circumvent access restrictions, rate limits or credit metering, (c) analyse or replicate the platform, workflows, prompts or configurations or use them to develop or train a competing offering, (d) upload malware or content for which it lacks the necessary rights, (e) use research and retrieval functions in breach of terms of use, technical protection measures of third parties or applicable law, (f) place an unreasonable load on the platform through runs without a business purpose.

(10) Special categories of personal data (Art. 9 GDPR), data relating to criminal convictions (Art. 10 GDPR), payment card data and health data may only be processed after prior agreement in text form.

(11) The platform may not be used for automated decisions within the meaning of Art. 22 GDPR or for purposes that are prohibited or classified as high-risk under Regulation (EU) 2024/1689 (AI Act), unless otherwise agreed in text form in advance.

(12) In the event of a breach of paragraphs (9) to (11), Buzz­matic may block the affected function. If the breach can be remedied, Buzz­matic first asks the Client to remedy it, unless immediate blocking is necessary to protect the platform, other customers or third parties.

D. Credits

(13) Use of the platform is billed in credits. Credits are a unit of account, not electronic money and not a means of payment. They have no monetary value, are not transferable to third parties and are not paid out, unless paragraph (17) provides otherwise.

(14) The credit price of a run depends on the selected configuration, for example research levels, revision, QA scoring, image generation and model choice. It is fixed when the run is triggered, shown in the portal beforehand and not adjusted afterwards.

(15) Credits included in the contract (included credits) are provided monthly. Unused included credits are carried over once into the following month and expire at the end of that month without compensation, at the latest at the end of the contract, unless the contract provides otherwise. Consumption is charged first against carried-over included credits, then against current included credits and then against additionally purchased credits (extra credits) in the order of their expiry date.

(16) Extra credits are due for payment when ordered and can be used for twelve months from being credited. They expire thereafter.

(17) Unused credits expire at the end of the contract. If the contract ends because the Client terminates for good cause for which Buzz­matic is responsible, or because Buzz­matic terminates for reasons not based on the Client’s conduct, Buzz­matic refunds paid, still valid and unused extra credits pro rata at the purchase price.

(18) If a run fails for technical reasons, the credits reserved for it are refunded. No refund is made for completed runs, even if the Client is not satisfied with the result, for runs cancelled after they started, or for runs whose approval by the Client has expired.

(19) Buzz­matic may adjust credit prices for runs triggered in the future. Reductions apply immediately. Buzz­matic announces increases in text form at least 30 days in advance; the Client may terminate the contract with effect from the date the increase takes effect, up until that date. If the Client itself selects a different configuration (paragraph (14)), this is not a price adjustment.

(19a) If a price commitment has been agreed in the offer, Buzz­matic increases the credit prices of the workflows named there during the fixed term only if the costs of the AI models used increase; paragraph (19) then applies accordingly.

(19b) Quantities stated for credits, such as the number of articles, landing pages or product texts per allowance, are non-binding guide values based on the standard configuration. Actual consumption depends in particular on research levels, automatic revision, QA scoring, image generation and model choice.

E. Client’s Own Provider Keys

(20) If the Client stores its own access keys for AI, search, scraping or publishing providers, the contractual relationship with the respective provider exists exclusively between the Client and the provider. The Client bears all provider costs, even where they exceed the expected level, for example due to misconfigured schedules or batches, large or repeated runs, cost-intensive models or price changes by the provider. If Buzz­matic caused additional costs intentionally or through gross negligence, Buzz­matic is liable in accordance with the statutory provisions. If Buzz­matic caused them through slight negligence, Buzz­matic reimburses them up to the amount of one monthly remuneration under the affected contract, provided the Client had set up a spending limit for the affected key under paragraph (21); beyond that, liability for such additional costs is excluded.

(21) For every key stored, the Client sets up a binding spending limit and, where available, cost alerts with the provider and monitors its provider costs. A cost ceiling set up by Buzz­matic is an additional safeguard without warranty. It is based on estimates, is checked between work steps and does not limit the provider’s billing.

(22) Using its own keys reduces credit consumption only where expressly agreed. Buzz­matic may deactivate keys, assignments or schedules if the cost trend, error rates or provider responses indicate runaway or abusive use; there is no obligation to monitor.

F. Output

(23) Output means the results generated by runs on the platform, such as texts, images, data, scores, translations and analyses. Output from runs that the Client or its users trigger or configure themselves, including via schedules, interfaces, webhooks or batch uploads, is the result of the Client’s use of a tool and not a delivery by Buzz­matic. No acceptance takes place. Clause VII (1) to (3) and (6) and clause VIII (26) to (28) do not apply.

(24) Insofar as rights exist in output, the Client receives upon its generation a simple right, unlimited in time and space, to use it for its own business purposes. Buzz­matic gives no warranty as to copyright protectability, exclusivity or freedom from third-party rights; generative models may produce similar results for different users.

(25) Clause VIII letters A to G apply to output accordingly. Quality scores, QA checks, approval steps and other quality signals of the platform are aids. They do not reduce the Client’s duty to review under clause VIII (4).

(26) Where the platform publishes output automatically in systems of the Client or of third parties (for example content management system, shop, Google services, messengers) in accordance with the Client’s configuration or instruction, the Client remains responsible for the publication. The Client decides whether approval steps are set up before publication.

(27) Output that Buzz­matic itself generates as part of consulting or implementation services and hands over to the Client as a work result is a service of Buzz­matic; sections VII and VIII apply to it.

(28) The Client is responsible for labelling content that it publishes or makes available to third parties, in particular under Art. 50 (4) AI Act and under media, competition and platform law in all markets in which it publishes. Buzz­matic fulfils obligations incumbent on it as provider of an AI system, in particular the machine-readable marking of synthetic content under Art. 50 (2) AI Act, insofar as they apply. The Client does not remove or alter such technical markings where this is legally impermissible. Auxiliary disclosure functions of the platform (for example labelling texts) do not constitute an assurance that the Client’s labelling is sufficient.

G. Workflows, Configurations and Client Content

(29) The platform and all workflows, automations, components, prompts, system instructions, variable and governance schemas, quality checks, credit models and configurations are working materials within the meaning of clause XV (1) and remain the exclusive intellectual property of Buzz­matic. This also applies to workflows and configurations that Buzz­matic develops, extends or adapts at the Client’s request, according to its briefing, on the basis of its examples or data or for separate remuneration, unless expressly agreed otherwise in text form. Buzz­matic may offer identical or similar workflows to other customers, including in the Client’s industry; exclusivity exists only if expressly agreed. Where exclusivity has been agreed, Buzz­matic does not offer the workflow concerned to other customers for the agreed period and to the agreed extent, for example towards named competitors.

(30) For the term of the contract, the Client receives the simple, non-transferable and non-sublicensable right to use the platform and the workflows assigned to it for its own business purposes.

(31) Client content, i.e. inputs, uploaded files, brand material, knowledge bases and prompts and specifications on tone and rules written by the Client itself, remains with the Client. Buzz­matic uses it only to perform the contract, does not use it to train its own models and does not sell it. The Client warrants that it has the rights and legal bases required for the client content. Buzz­matic may use suggestions and feedback from the Client on the platform without restriction and without remuneration.

(32) Buzz­matic may use aggregated and anonymised usage statistics that do not allow conclusions to be drawn about the Client, its users or its content to operate, secure and improve the platform.

H. Availability, Further Development and Faults

(33) Buzz­matic provides the platform services with the care of a professional service provider. A particular availability is owed only where agreed in the contract. Buzz­matic announces planned maintenance in advance where possible; urgent security measures may be carried out without notice.

(34) Restrictions caused by third-party providers, for example model, search, scraping or hosting providers, their rate limits, model deprecations, content filters or policy changes, are not a breach of duty by Buzz­matic insofar as Buzz­matic is not responsible for them. Buzz­matic makes reasonable efforts to find alternative solutions.

(35) Buzz­matic continuously develops the platform and may change or replace functions, models and providers, provided the agreed functionality is not materially impaired. If a change materially restricts a function on which the Client depends, Buzz­matic announces this with reasonable notice; the Client may then terminate the contract in text form with effect from the date of the change.

(36) The Client reports faults without delay in text form with a comprehensible description. Buzz­matic remedies faults within a reasonable period to the extent technically possible.

(37) Strict liability for defects that already existed when the contract was concluded (section 536a (1) alt. 1 German Civil Code) is excluded. A reduction due to defects of the platform is calculated solely on the basis of the platform share of the remuneration stated in the contract; if none is stated, on the basis of the list value of the included credits for the month concerned (price per credit of the smallest extra-credit tier). The Client asserts a reduction by way of reclaim; clause XI (7) applies accordingly.

I. Data Protection and Connected Accounts

(38) The data processing agreement under clause XIV (5) applies to the processing of personal data on behalf of the Client. Buzz­matic is the controller for account, sign-in and usage data of the users; the privacy notice of the platform applies in this respect.

(39) If the Client connects its own accounts to the platform, for example Google services, a content management system, Slack, Microsoft Teams or webhooks, the platform accesses them only to the extent released by the Client and on its instruction. These services are recipients of the Client and not sub-processors of Buzz­matic. The Client may revoke releases at any time. The Google API Services User Data Policy, including the Limited Use requirements, applies to data from Google interfaces.

J. End of Contract

(40) At the end of the contract, access to the portal, interfaces and applications and the right of use under paragraph (30) end. The right to use output already generated under paragraph (24) remains.

(41) The Client can back up runs, output, files and client content via the platform’s export functions until the end of the contract. Upon a request in text form received by the end of the contract, Buzz­matic grants read access for export for up to 30 days after the end of the contract and provides the specifications stored by the Client itself under paragraph (31) in a common format. There is no claim to the handover of workflows or configurations under paragraph (29).

(42) Thereafter Buzz­matic deletes the Client’s data in accordance with clause XIV (7) and the data processing agreement.

K. Liability

(43) Section XIII applies to platform services. The maximum amounts under clause XIII (4) apply jointly to all services of the contract and are not granted additionally for platform services.

(1) Under retainer contracts, Buzz­matic provides the Client each month with an allowance of consulting and implementation services (consulting days) and, where agreed, platform services under section VIII.a. Retainer services are services. Work performances subject to acceptance exist only insofar as this is expressly agreed for individual work packages.

(2) One consulting day corresponds to eight hours. Billing is in quarter-hour increments. Buzz­matic provides monthly evidence of the services rendered.

(3) The Client sets the priorities in terms of content. Buzz­matic plans the use of the allowance in coordination with the Client. Requests and changes of priorities are made in text form.

(4) Consulting days not called off are carried over to the following months and can be called off until the end of the respective contract term (fixed term or renewal period), unless the offer provides otherwise. At the end of the respective contract term they expire without compensation; there is no carry-over into a renewal period, no payout and no offsetting. If Buzz­matic is responsible for the non-use, Buzz­matic provides the services within a reasonable period. If the services are not used because the Client does not fulfil its duties to cooperate under clause IX, expiry under sentence 2 remains.

(5) If the call-off in one month exceeds twice the monthly allowance, Buzz­matic provides the exceeding part by arrangement with four weeks’ notice. Buzz­matic may require that carried-over consulting days not yet called off three months before the end of the term be distributed evenly across the remaining months.

(6) If a conversion rate has been agreed in the offer, the Client may convert available included credits in whole or in part into consulting services. The conversion must be requested in text form by the 25th of the month; the converted hours are credited to the allowance of the following month and are subject to paragraph (4). Extra credits cannot be converted. Consulting days are not converted into credits.

(7) Buzz­matic provides additional consulting days beyond the allowance after prior approval in text form at the daily rate stated in the offer, or, if none is stated, in accordance with clause VII (3).

(8) An upgrade to a larger package is possible at any time with effect from the first day of the following month, a downgrade to a smaller package with effect from the end of the respective contract term.

(1) The Client is obliged to pay the agreed remuneration to Buzz­matic on time in accordance with section XI of these GTC.

(2) The Client shall designate a contact person for Buzz­matic who is authorised and able to make and communicate to Buzz­matic all decisions arising within the scope of this contractual relationship.

(3) The Client undertakes to provide all cooperation services specified in the Contract and necessary so that Buzz­matic can properly begin and/or carry out the contractual service.

(4) The Client must handle the access data with care. It is obliged to keep the access data secret from unauthorised third parties.

(5) Insofar as Buzz­matic manages advertising accounts of the Client under clause VI, the Client makes changes to their settings only in coordination with Buzz­matic.

(6) The Client shall regularly check the placement of the advertisements using the access data for accuracy and notify Buzz­matic of any errors without delay.

(7) The Client supports Buzz­matic in selecting keywords and target groups. Buzz­matic makes proposals; the Client decides on their use, including by way of approval under clause VI (4). Checking the keywords for third-party rights, in particular trademark rights, is the Client’s responsibility (clause VI (6)).

(8) The Client shall report to Buzz­matic without delay in text form any legal disputes connected with this Contract.

(9) The Client indemnifies Buzz­matic against third-party claims for actual or alleged infringements of rights that are based on content, data or specifications provided by the Client or on its use of the services, insofar as the Client is responsible for the infringement. The indemnification covers the necessary costs of legal defence including lawyers’ fees in the amount of the statutory fees. It does not apply insofar as the claim is based on intentional or grossly negligent conduct of Buzz­matic. For AI-generated content, clause VIII (18) to (20a) applies additionally.

(10) The Client is obliged to examine all contractually agreed services rendered by Buzz­matic without delay after completion and to give notice of defects in text form. For apparent defects, the notice of defects must be given within 4 weeks of completion.

(11) The Client informs Buzz­matic in good time, where possible two weeks in advance, of planned material changes to the website, in particular relaunches and changes to the URL structure, navigation, page templates, domains, hosting, indexing control (e.g. robots.txt, canonicals, hreflang) or tracking. The Client does not need to report ongoing content maintenance and routine deployments without such effects.

(12) If the Client fails to fulfil its obligations, fulfils them only partially or improperly, Buzz­matic shall be released from its obligation to perform to that extent.

(13) The Client undertakes, for the duration of the contractual relationship and for a period of twelve months after its termination, not to solicit or employ any employees of Buzz­matic who were involved in the provision of the contractual services. General job advertisements not specifically directed at these persons, as well as applications made without prior targeted approach by the Client, remain unaffected. For each case of culpable breach, the Client undertakes to pay a contractual penalty in the amount of the average gross annual remuneration of the person concerned; the assertion of any further damage remains reserved.

(1) If, after conclusion of the Contract, the Client wishes to change the services resulting from it, Buzz­matic shall examine, where applicable for separate remuneration, whether the desired services are feasible.

(2) Insofar as the Client’s change requests relate to the services and conditions agreed in the Contract, Buzz­matic is entitled to demand a corresponding adjustment of the Contract.

(1) All prices are net, plus statutory value added tax. The prices and conditions agreed in the offer apply.

(2) Invoices are due for payment without deduction within 14 days of the invoice date, unless different payment terms are noted on the invoice.

(3) For services that Buzz­matic does not provide at its place of business, the Client may be charged travel costs, expenses and, where applicable, accommodation costs.

(4) Media budget handled via Buzz­matic shall be invoiced including an administration and handling fee of 30 percent.

(5) If the Client is in default of payment, Buzz­matic is entitled to demand default interest at a rate of 9 percentage points above the base interest rate. The right to assert further damage caused by default remains reserved.

(6) The Client is obliged to reimburse Buzz­matic for all costs incurred in collecting outstanding invoice amounts.

(7) The withholding of payments or set-off on account of any counterclaims of the Client is not permitted, unless these are undisputed or have been legally established.

(8) For continuing obligations and ongoing retainer contracts with a term or extension of more than twelve months, Buzz­matic is entitled to adjust the agreed ongoing remuneration once per year, for the first time twelve months after the start of the Contract, with a notice period of six weeks in text form. The adjustment is based on the development of Buzz­matic’s general cost situation, in particular personnel, software/licence and operating costs. It is limited to a maximum of 5 percent per year, unless the consumer price index for Germany published by the Federal Statistical Office has risen by a higher percentage since the last adjustment; in that case an adjustment up to the amount of that index increase is permissible. If the announced increase exceeds 5 percent compared with the last applicable remuneration, the Client has a special right of termination as of the time the increase takes effect, with a notice period of four weeks from receipt of the announcement. If the Client does not exercise this right, the adjustment shall be deemed approved.

(1) The contract terms and provisions on termination agreed in the Contract apply. If no provisions are made in the Contract, the Contract runs until the services have been fully provided.

(2) The right of both parties to terminate for good cause remains unaffected.

(3) Buzz­matic reserves the right to suspend services or terminate the Contract without notice if the Client fails to pay outstanding invoices when due and after two reminders.

(4) Termination must be made in writing or in text form (e.g. by email). The right to extraordinary termination for good cause remains unaffected.

(1) Unless otherwise contractually agreed, Buzz­matic acts merely in an advisory and supporting capacity.

(2) Buzz­matic is liable for damage, on whatever legal grounds, only in the case of intent and gross negligence, unless the damage results from a breach of material contractual obligations or from injury to life, body or health. Material contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely.

(3) The personal liability of the legal representatives or vicarious agents of Buzz­matic for damage caused by them due to slight negligence is excluded.

(4) In the event of a slightly negligent breach of material contractual obligations, Buzz­matic is liable only for the typical damage foreseeable at the time the contract was concluded. In such cases, liability is limited to the remuneration agreed for one contract year under the affected contract, or, for a term of less than one year or a one-off remuneration, to the agreed total remuneration, but no more than EUR 100,000 per case of damage and EUR 250,000 per contract year. These maximum amounts apply uniformly to all services under the contract, including platform services under section VIII.a, and are not granted separately per type of service. This does not apply to liability for injury to life, body or health.

(5) Liability for data loss is limited to the typical recovery effort that would have arisen had backup copies been made regularly.

(6) In the event of a slightly negligent breach of duty, liability for indirect damage, consequential damage and lost profit is excluded, unless it is typical damage foreseeable at the time the contract was concluded resulting from a breach of material contractual obligations.

(7) In the case of services not rendered properly, the Client is entitled to subsequent performance. Buzz­matic reserves the right to choose the type of subsequent performance.

(8) Buzz­matic is not obliged to examine the data provided by the Client for possible infringements of property rights. Clause IX (9) applies to third-party claims.

(9) Claims of the Client for defects and for damages become time-barred one year after the commencement of the statutory limitation period.

(10) The limitations of liability, exclusions of liability and shortenings of limitation periods in this section and in the remaining GTC do not apply in cases of intent and gross negligence, culpable injury to life, body or health, the assumption of a guarantee, or mandatory statutory liability (in particular under the German Product Liability Act). In such cases, the statutory liability provisions and limitation periods apply.

(1) The parties shall keep secret all business and trade secrets of the other party that become known to them in the course of performing the contract, as well as information designated as confidential, and shall use them only to perform the contract. Buzz­matic’s confidential information includes in particular the workflow logic, prompts, configurations, pricing models and non-public documentation of the Buzz­matic Automation Engine. This obligation does not apply to information that is publicly known without a breach of duty, was already lawfully known to the receiving party, was developed independently by it, or must be disclosed by law or order of an authority; in the latter case the disclosing party informs the other party where legally permitted. The obligation continues for three years after the end of the contract.

(2) The data obtained in the course of the cooperation may be analysed and statistically processed by Buzz­matic. Non-aggregated data will not be disclosed.

(3) Buzz­matic guarantees, in accordance with statutory requirements, the confidential treatment of the data communicated and measured. This obligation continues even after termination of the Contract.

(4) Buzz­matic expressly points out to the Client that data protection and data security for data transmissions on the internet cannot be fully guaranteed according to the current state of the art.

(5) Insofar as Buzz­matic processes personal data on behalf of the Client, in particular when the Buzz­matic Automation Engine is used, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before the processing begins. It is based on the agreement provided by Buzz­matic. If the Client wishes to use its own template, Buzz­matic will review it. Until an agreement has been concluded, the Client does not provide any personal data for processing.

(6) For certain services Buzz­matic uses subcontractors and sub-processors that may also have their registered seat outside the European Economic Area, in particular providers of AI, search and data services. Buzz­matic keeps a register of sub-processors stating their registered seat, purpose and transfer mechanism and makes it available to the Client on request. Personal data is transferred to third countries only under the conditions of Chapter V GDPR, in particular on the basis of an adequacy decision, a certification under the EU-US Data Privacy Framework or standard contractual clauses. Buzz­matic informs the Client in advance of the engagement or replacement of sub-processors; the Client may object on justified data-protection grounds. Details are governed by the data processing agreement.

(7) After the end of the contract, Buzz­matic deletes the personal data processed on behalf of the Client in accordance with the data processing agreement, at the latest within 90 days, unless statutory retention obligations prevent this. Copies in backups are overwritten in the regular backup cycle. Entries in immutable logs (audit log, credit ledger) that must be retained for reasons of integrity and statutory retention obligations are pseudonymised. Buzz­matic may retain work results and project documentation in anonymised form for internal purposes.

(8) For the use of AI systems in processing the Client’s data, the provisions of section VIII apply additionally.

(1) For the purposes of this section, “Work Results” means the end products specifically agreed in the Contract as deliverables (e.g. texts, graphics, reports, concepts, analyses). “Work Tools” means all methods, procedures, processes, workflows, automations, scripts, software, tools, interfaces and connectors, data models, prompts, templates, checklists, dashboards, concept modules and the underlying know-how by means of which the Work Results are created.

(2) All Work Tools, as well as all technologies, methodologies and processes developed, further developed or used by Buzz­matic before or during the performance of the Contract — regardless of whether artificial intelligence is used in their creation or application — remain the exclusive intellectual property of Buzz­matic. This also applies to further developments, adaptations and findings that arise in the course of the project.

(3) The Client receives a simple (non-exclusive) right of use of the Work Results, unlimited in time and territory, for its own purposes; until full payment of the remuneration agreed for them, clause VII (5) and (6) apply accordingly. The Client has no claim to the surrender, disclosure, transfer or granting of rights of use in the Work Tools (in particular workflows, processes, prompts, scripts, software and tools).

(4) Unless expressly agreed otherwise in text form, neither ownership nor exclusive rights in Work Tools, in intellectual property already existing before the project (background IP) or in the technical infrastructure used are transferred.

(5) The transfer of more extensive rights — in particular exclusive rights of use, source code, workflows or other Work Tools — requires a separate agreement in text form and separate remuneration.

(6) Buzz­matic is entitled to use and further develop, without limitation in time and territory, the general know-how acquired in the course of the cooperation as well as non-client-specific methods, experience and Work Tools, including for other clients, insofar as no exclusivity has been agreed.

(7) For AI-specific content and technologies, the provisions of section VIII (in particular letter H) apply additionally.

(8) Section VIII.a letter G additionally applies to workflows, automations and configurations of the Buzz­matic Automation Engine.