Terms &
Conditions.

Part A — Fundamentals

Section 1 — Scope, contracting party, business customers only

These terms apply to all contracts between Quantum Collective LLP, a limited liability partnership under the laws of British Columbia, Canada, 5307 Victoria Drive #1101, Vancouver, BC V5P 3V6, Canada, trading as "The Presence" (the "Provider"), and its customers regarding "The Presence" subscription and related services. "The Presence" is a trading name, not a separate legal entity.

Our services are directed exclusively at businesses within the meaning of Section 14 BGB, at legal persons under public law and at special funds under public law. By entering into the contract the customer confirms that it is acting in the course of its trade, business or profession. No contracts are concluded with consumers within the meaning of Section 13 BGB.

Conflicting or deviating terms of the customer are not recognised unless the Provider has expressly agreed to them in text form. These terms also apply to all future contracts with the same customer. Individual agreements recorded in the offer or in a separate agreement in text form take precedence over these terms.

Section 2 — Definitions

"Subscription" means the monthly service package under Sections 5 to 11. "Kick-off" means the first working meeting after conclusion of the contract. "Go-live" means the point at which the website is publicly reachable under the agreed domain. "Contract month" means the one-month period beginning on the monthly anniversary of the contract start. "Content page" means an independent, substantive sub-page; imprint, privacy policy, blog index and individual blog posts do not count towards the content page allowance. "Business day" means Monday to Friday excluding public holidays at the customer's registered office. "Text form" means text form within the meaning of Section 126b BGB; email is sufficient.

Section 3 — Formation of the contract

The presentation of services on the Provider's website and in any promotional material is not a binding offer but an invitation to make an offer. The free intro call is non-binding and creates no contractual relationship. The Provider submits an offer in text form; the contract is formed when the customer accepts that offer within the stated period — in the absence of a stated period, within 14 calendar days — in text form, by electronic signature or by confirmation in the online ordering process. The contract begins when the declaration of acceptance reaches the Provider.

There is no right of withdrawal, as contracts are concluded exclusively with businesses.

Section 4 — Subject matter and legal nature

The subject matter is the ongoing management of the customer's digital presence as a continuing obligation, comprising the creation and operation of a website together with the ongoing services under Sections 7 to 11. The contract is predominantly a service contract under Section 611 BGB; contract-for-work rules apply only to the initial creation of the website under Section 5.

The Provider owes the professional performance of the agreed services, not a commercial outcome. In particular, the Provider does not owe any specific search engine positions, any specific visibility in AI-assisted search systems, or any specific number of visitors, enquiries, orders or revenues. General statements in promotional material, on the Provider's website or in a sales conversation do not constitute an agreement as to quality and no guarantee.

Part B — The Provider's services

Section 5 — Website creation and design

The Provider creates a website with up to five content pages. Imprint, privacy policy and blog index are created in addition and do not count towards that allowance. Design, structure and copy are developed individually; the Provider selects the technical implementation, content management system and tooling.

Three rounds of revisions in text form are included; presentation of the first draft counts as round one. A full redesign is not included: if the customer wants a fundamentally different design approach, that is an additional service under Section 12, as are revision requests beyond the allowance.

Approval. The customer must review each draft within ten business days of receipt and either approve it in text form or submit revision requests. If the customer does not respond within that period, the draft is deemed approved; the Provider points this out separately when submitting the draft. Approval of the final draft constitutes acceptance of the creation work.

Section 6 — Go-live and the "14 days" figure

The Provider aims to take the website live within 14 calendar days of the kick-off. This is a target period, not a binding deadline and not a fixed-date transaction within the meaning of Section 323(2) no. 2 BGB. It assumes the customer promptly supplies all content, access credentials and approvals required under Section 15; delays attributable to the customer or third parties (in particular domain registration, domain transfer, availability of credentials) extend the period accordingly.

Exceeding the target period does not affect the customer's payment obligation and gives rise to no claim to reduction, refund or damages. If the Provider is responsible for the delay and the website is still not live more than 60 calendar days after the kick-off through no fault of the customer, the customer may terminate for cause after setting a further period of 14 days in text form that expires without result. Fees already paid for months without a live website are refunded in that case.

Section 7 — Hosting, SSL and domain

The Provider operates the website on infrastructure of its choosing for the term of the contract, including setting up and renewing an SSL/TLS certificate.

Availability. The Provider targets 99 % availability on a monthly average. Announced maintenance windows, force majeure, disruptions at upstream suppliers and network operators, third-party attacks (in particular DDoS) and outages caused by the customer's content, interventions or credentials do not count as downtime. There is no claim to service credits or contractual penalties; the customer's statutory rights in the event of permanent non-performance remain unaffected.

Backups. The Provider takes regular backups of the website and retains them for 30 days. The customer remains obliged to back up its own important material; the Provider's backup does not replace the customer's own.

Domain. The Provider registers or transfers a domain for the customer. The customer becomes the registrant; the Provider is entered as administrative and technical contact and manages the domain during the term. Registration and renewal fees for a standard domain with a common extension (in particular .de, .com, .eu) are included. Premium domains, domain purchases from third parties and additional domains are charged separately.

Fair use. Storage and traffic volumes customary for websites of the agreed type are included. If actual usage substantially and persistently exceeds that level, the Provider will inform the customer and submit an offer for an adjustment.

Section 8 — Editorial services (one blog post per calendar week)

The Provider produces and publishes one blog post per calendar week, beginning with the contract month following go-live. No blog posts are owed for the contract month of go-live itself.

The Provider selects topics on editorial and search-related criteria; the customer may suggest topics and the Provider will take them into account where they make editorial sense. No minimum or maximum article length is agreed; scope and structure are at the Provider's professional discretion.

Approval and forfeiture. The Provider submits each article for approval. The customer must approve it or submit change requests in text form within five business days; if the customer does not respond, the article is deemed approved and is published. If the customer fails to approve in time and instead raises objections that prevent publication in the current calendar week, the article is forfeited for that week. There is no claim to make-up articles, accrual, carry-over, credit or reduction.

Editorial responsibility and tooling. Research, structure and the final editorial version are the Provider's responsibility. The Provider is free to choose its tools and methods and reserves the right to use AI-assisted systems in support, in particular for research, structuring and drafting. Every article is editorially reviewed before submission to the customer. The customer consents to the use of such tools. Content produced with AI-assisted tools may, under current law, be ineligible for copyright protection or only partly eligible; the Provider gives no warranty as to protectability.

Checking professional, sector-specific, regulatory and advertising-law statements is the customer's responsibility as part of the approval process.

Section 9 — Search engine optimisation and visibility in AI search systems

The Provider performs ongoing SEO work, in particular technical optimisation, optimisation of structure, content and loading times (on-page), building and maintaining links (off-page), and providing structured data for use by AI-assisted search systems.

The Provider gives no guarantee and no assurance regarding specific positions in search results, inclusion or mention in AI-generated answers (in particular ChatGPT, Perplexity, Google AI Overviews), specific visitor numbers or specific business results. The workings of those systems are outside the Provider's control and may change at any time without notice. No specific number of backlinks is owed.

Section 10 — Google Business Profile

The customer remains the owner of the Google Business Profile and grants the Provider the management rights required for the term, without withdrawing them without prior consultation. The Provider maintains core data, categories, opening hours, posts and imagery. The Provider is not liable for the operator's decisions (in particular suspension, deletion, merging or modification of profiles, or rejection of content). The Provider does not influence reviews; obtaining or influencing reviews is not part of the contract.

Section 11 — Monthly reporting

The Provider provides a digital report per contract month covering, in particular, visitor numbers, ranking development, mentions in AI systems and Google Business Profile metrics, to the extent that data is available. The metrics come from third-party systems; the Provider gives no warranty as to their accuracy, completeness or continued availability.

Section 12 — Services not included, additional services

Not included in the subscription are, in particular: online shops, cart, payment and booking functions; customer accounts, login and member areas; multilingual versions of the website; photo, video and graphic production as well as image licences for the customer's photographic material; paid advertising of any kind (in particular Google Ads, social ads) and the associated media budgets; process automation, interfaces and integrations with third-party or ERP systems; the creation, review or updating of legal texts (in particular imprint, privacy policy, terms and conditions, withdrawal instructions); support, maintenance or migration of existing websites outside the subject matter of the contract; and change requests beyond the allowance under Section 13.

Additional services are charged on a project basis under a separate offer in text form. No hourly rate is agreed. Without an accepted offer there is no obligation to perform.

Section 13 — Change requests after go-live

After go-live, one change request per contract month is included. Change requests cover text and minor content adjustments to existing pages (for example replacing sections of copy, opening hours, contact details, individual images). Unused change requests lapse at the end of the contract month and do not accrue.

More extensive changes — in particular new sub-pages, structural rebuilds, redesigns and new functionality — are additional services under Section 12. The Provider may make technically or security-related adjustments itself at any time. The customer may not intervene in source code, configuration or servers without prior consultation; if disruptions arise as a result, the customer bears the cost of restoration.

Section 14 — Subcontractors and third-party providers

The Provider may use subcontractors, freelancers and service providers, remaining the customer's sole contracting party and point of contact. The Provider uses third-party services, in particular hosting and cloud providers, domain registrars, analytics and AI services. Liability for outages, service changes or discontinuation of such services is governed by Section 30. Data protection requirements for sub-processing are governed by the data processing agreement under Section 32.

Part C — The customer's duties

Section 15 — Duties to cooperate

The customer names a contact person with decision-making and approval authority and an email address at which that person can be reached; declarations sent by the Provider to that address are deemed received.

The customer supplies all content, information and materials required for performance, complete and in usable form — in particular details of the business and its offering, logo and imagery, existing copy, and access to domain, registrar, hosting, web analytics and Google Business Profile. The customer answers queries and approval requests within ten business days; the shorter period under Section 8 applies to blog posts.

If the customer does not meet its duties to cooperate in time, performance periods are extended accordingly. The payment obligation is unaffected; the contract start and the minimum term do not shift. If the customer fails to cooperate for more than 60 calendar days despite two requests in text form, the Provider may treat the creation work as performed at the stage reached, take the website live on the basis of the information available and provide the ongoing services on that basis. Demonstrable additional effort caused by breaches of these duties may be invoiced separately after prior notice.

Section 16 — Customer content, third-party rights, indemnity

The customer warrants that it holds the necessary rights to all content it supplies (text, images, video, logos, trade marks, data) and may grant the Provider the rights of use required to perform the contract, and grants those rights for the term and purpose of the contract. The customer ensures that the content it supplies does not infringe applicable law, third-party rights or regulatory requirements.

The customer indemnifies the Provider against all third-party claims asserted against the Provider on the basis of content supplied or approved by the customer, including reasonable costs of legal defence. The Provider informs the customer of such claims without undue delay. The Provider is under no obligation to carry out a legal review of content supplied or approved by the customer.

Section 17 — Mandatory legal content on the website

The Provider sets up the technical prerequisites for mandatory disclosures, in particular an imprint page, a privacy page and — where required — a consent solution for cookies and comparable technologies. The customer alone is responsible for the content, accuracy, completeness and currency of the legal texts. The Provider gives no legal advice and owes no legal review; any templates provided are non-binding working aids.

The Provider builds the website to recognised technical standards. No assurance of conformity with digital accessibility legislation (in particular the German BFSG) is given unless expressly agreed in the offer. Assessing whether and to what extent such rules apply to the customer's business is the customer's responsibility.

Part D — Fees and payment

Section 18 — Fees

At the time of contracting, the customer chooses between two payment options for the same scope of services: (a) monthly, EUR 297.00 net per contract month, or (b) annually, EUR 3,000.00 net in advance for twelve contract months. Both options cover the full scope of services under Sections 5 to 11 including ongoing management. The website is not offered for purchase without ongoing management.

A setup fee is payable only if it is stated in the offer; its amount depends on the scope of services. The payment obligation begins on conclusion of the contract and is independent of the timing of the kick-off and go-live. With annual payment there is no claim to a pro-rata refund on early termination; Section 6 remains unaffected. If the contract continues after the minimum term, annual payment is billed for further twelve-month periods in advance unless the customer opts for monthly payment in text form at least one month before the end of the billing year.

Additional services under Section 12 are charged separately. All prices are net, plus any statutory taxes as set out in Section 20.

Section 19 — Due dates and payment method

Invoices are sent electronically in text form and are due for payment without deduction within seven calendar days of receipt. Payment is made by SEPA direct debit, credit card or bank transfer at the Provider's choice. For direct debit the customer issues a SEPA B2B or SEPA core direct debit mandate; the pre-notification period is shortened to one day. The Provider may use payment service providers, whose terms apply additionally between the customer and that provider.

The customer bears the cost of any returned direct debit for which it is responsible. The Provider charges a flat fee of EUR 10.00 plus the charges levied by the bank; the customer may demonstrate that the actual cost was lower.

Section 20 — Taxes, reverse charge

The Provider is established outside the European Union. For services to businesses, the place of supply is the customer's place of establishment (Section 3a(2) UStG) and the tax liability shifts to the customer (reverse charge, Section 13b UStG). Invoices are issued without German VAT and with a corresponding note.

Before entering into the contract, the customer provides its VAT identification number or tax number and confirms its status as a business, notifying any changes without undue delay. The customer is responsible for the correct VAT treatment on its side. The Provider expressly points out that small businesses within the meaning of Section 19 UStG owe the tax themselves under the reverse-charge procedure and are generally unable to deduct it as input tax.

If the customer provides incorrect information about its status as a business or its tax number, it is liable for any resulting taxes, interest and costs and indemnifies the Provider accordingly. If VAT becomes payable in future due to a change in the law or in the Provider's place of establishment, it is added to the agreed net prices.

Section 21 — Late payment and suspension of service

If the customer does not pay within the period under Section 19, it is in default without further reminder. The Provider may claim default interest of nine percentage points above the base rate and a flat fee of EUR 40.00 under Section 288(5) BGB.

Suspension of service. If a payment due is more than 14 calendar days overdue, the Provider may suspend all services and in particular take the website offline. The Provider gives the customer prior notice in text form setting a period of five calendar days. Suspension does not affect the customer's payment obligation for the period of suspension. Once all outstanding amounts have been settled in full, the Provider restores the services without undue delay and may charge a flat reactivation fee of EUR 49.00; the customer may demonstrate that the actual cost was lower.

If the customer is in default, in whole or in part, with an amount equal to at least two monthly instalments or with an annual instalment due, the Provider may terminate for cause. In that case the fees still outstanding until the end of the minimum term fall due immediately as damages, less expenses saved, which are set at a flat 20 %; either party may demonstrate a higher or lower figure. On termination under this provision no rights of use transfer under Section 27; the website is taken offline and the files and content created for it remain with the Provider. The customer's ownership of the domain and its rights in content it supplied remain unaffected.

Section 22 — Price adjustment

Fees are fixed during the minimum term. After the minimum term the Provider may adjust the fee at reasonable discretion no more than once in any twelve months, in particular to offset increased costs for staff, infrastructure, licences and upstream services, giving at least three months' notice in text form before the adjustment takes effect.

If the increase exceeds 10 % of the previous fee, the customer may terminate in text form with effect from the date the increase takes effect; the Provider points this out in the notice. If the customer does not terminate, the adjustment is deemed accepted. Increases in taxes, levies and third-party charges (in particular domain fees) may be passed on directly.

Part E — Term and termination

Section 23 — Contract start and minimum term

The contract begins when the declaration of acceptance reaches the Provider. The minimum term is twelve months from the contract start and is independent of the timing of the kick-off, of go-live and of the use of individual services. The kick-off should take place within 14 calendar days of the contract start; if the customer delays the kick-off, the start of the minimum term does not shift.

Section 24 — Renewal and ordinary termination

After the minimum term the contract continues for an indefinite period. Either party may terminate on three months' notice to the end of a month, at the earliest with effect from the end of the minimum term. Notice may be given during the minimum term and then takes effect at the end of it.

Termination requires text form; an email to the address given in the imprint is sufficient. The Provider confirms receipt and the termination date in text form. The date the declaration is received is decisive.

Section 25 — Termination for cause

Either party's right to terminate for good cause remains unaffected. Good cause for the Provider exists in particular in the event of: late payment under Section 21; continued breach of the duties to cooperate despite a deadline having been set; a request to publish unlawful, misleading or infringing content despite notice; the opening of insolvency proceedings over the customer's assets or their rejection for lack of assets; or serious conduct towards the Provider's staff or subcontractors that makes cooperation unreasonable.

Good cause for the customer exists in particular in the event of repeated material non-performance of the agreed services despite an appropriate additional period expiring without result, and in the case covered by Section 6. Termination for cause requires text form and a statement of the reason.

Section 26 — Early buy-out by the customer

By way of derogation from Section 24, the customer may end the contract early at any time by making a buy-out payment of 75 % of the monthly instalments still outstanding until the end of the minimum term. The buy-out payment falls due immediately on receipt of the corresponding invoice. With annual payment the fee has already been paid in full and no buy-out payment arises.

The contract ends when the buy-out payment has been received in full, at the end of the current contract month. The consequences under Sections 27 and 28 apply as on ordinary termination after the minimum term; in particular, the rights of use transfer to the customer. This right is additional to the customer's statutory rights, creates no obligation on the customer and does not exclude termination for cause.

Section 27 — Rights of use in the website

During the term the customer receives a simple, non-transferable and non-sublicensable right to use the website created for it, for operation under the agreed domain. Modification, reproduction, transfer or other exploitation is not permitted until the rights transfer described below.

Transfer of rights. If the contract ends by ordinary termination or by buy-out and the customer has paid the fee for at least twelve contract months in full, the customer receives, on termination, a simple, unlimited (in time and territory), transferable right to use the website individually created for it, including design, structure, copy and published blog posts. The Provider provides the export described in Section 28 for this purpose. This applies equally to both payment options.

Excluded from the transfer are: the Provider's base system, frameworks, libraries, building blocks, tools and reusable components (for which the customer receives only a simple right of use in connection with operating its website); third-party content, in particular fonts, imagery, icons and software licences (continued use of which is governed by the respective licence terms, so the customer may need to acquire its own licences); and the Provider's concepts, methods, know-how and templates as such. There is no claim to the full source code of the base system, to documentation or to further development.

No transfer of rights takes place if the contract ends before twelve fully paid contract months have elapsed, or on termination for cause by the Provider for a reason attributable to the customer. In those cases the right of use also ends on termination. The customer's rights in content it supplied itself remain unaffected in every case.

Section 28 — Consequences of termination

Until termination takes effect the Provider continues to provide the agreed services unchanged and the customer remains obliged to pay.

Handover. Where the conditions for the transfer of rights are met, the Provider provides the following within ten business days of a request in text form: an export of the website files and content in a common format; release of the domain for transfer including a free auth code; and the return of all management rights, in particular to the Google Business Profile. The request must be made early enough before the end of the contract for the handover to be completed within the remaining term. Providing target hosting and setting up the website with the new service provider are the customer's responsibility; migration support is an additional service.

If no handover takes place by the end of the contract, the website is taken offline at that point. The Provider deletes the customer's data 30 days after the end of the contract unless statutory retention obligations apply; after that period there is no further claim to release of the data. Where no transfer of rights takes place, there is no claim to the export; the domain remains with the customer as registrant and the Provider merely ends its technical management and releases it.

Part F — Warranty, liability, final provisions

Section 29 — Warranty and notification of defects

Service contract law applies to the ongoing services; the Provider remedies defects by way of subsequent performance. Contract-for-work law applies to the initial creation of the website; the limitation period for defect claims is twelve months from acceptance. This does not apply in cases of intent, gross negligence, fraudulent concealment of a defect, or injury to life, body or health.

Defects must be notified in text form without undue delay after discovery — obvious defects within ten business days of acceptance — with a comprehensible description and, where possible, details of reproducibility. There is no defect where deviations are attributable to content supplied or approved by the customer, to interventions by the customer or third parties, to the particularities of individual devices, browsers or browser versions, to disruptions at upstream suppliers, or to changes to third-party services.

Section 30 — Liability

The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, where a guarantee has been assumed, and under the German Product Liability Act.

In the event of slightly negligent breach of a material contractual duty (a duty whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the customer may regularly rely), liability is limited in amount to the foreseeable damage typical for this type of contract at the time of conclusion. Such liability is limited, per event of damage and in aggregate, to the fees paid by the customer in the twelve months before the event giving rise to the damage.

Liability is otherwise excluded, in particular for lost profit, missed enquiries, orders, rankings or visibility, and for indirect damage. For loss of data the Provider is liable only up to the cost that would have been required for restoration had the customer backed up its data properly and regularly. The Provider is not liable for the acts, decisions, service changes and outages of third parties, in particular search engine, AI, hosting and domain providers. These limitations also apply for the benefit of the Provider's legal representatives, staff, vicarious agents and subcontractors.

Section 31 — Force majeure

Events of force majeure that make performance substantially more difficult or impossible entitle the Provider to suspend performance for the duration of the impediment. Force majeure includes natural disasters, war, civil unrest, strikes, official measures, epidemics, large-scale failures of power or telecommunications networks, and cyber attacks on upstream suppliers. If the impediment lasts longer than 60 calendar days, either party may terminate for cause. No further claims arise.

Section 32 — Data protection and processing

Both parties comply with the data protection rules applicable to them. Where the Provider processes personal data on the customer's behalf, the parties conclude a data processing agreement under Art. 28 GDPR, which is signed together with the main contract and takes precedence over these terms on data protection matters.

The customer acknowledges that processing may also take place outside the European Union. The Provider ensures appropriate safeguards for such transfers under Chapter V GDPR, in particular standard data protection clauses or an adequacy decision. The Provider may engage sub-processors; details are governed by the data processing agreement.

Section 33 — Confidentiality

Both parties treat all non-obvious information about the other party obtained in the course of the cooperation as confidential and use it solely for the purposes of the contract. The obligation applies for the term of the contract and for three years thereafter. Statutory disclosure obligations remain unaffected.

Section 34 — Reference

The Provider may name the customer as a reference with company name, logo, images of the website created and a link, in particular on its website, in presentations and on social media. The customer may object at any time in text form with effect for the future.

The Provider may place a discreet credit with a link in the footer of the website. After the end of the contract and the transfer of rights, the customer may remove that credit.

Section 35 — Set-off, retention, assignment

The customer may set off only against undisputed or legally established claims, and has a right of retention only in respect of counterclaims arising from the same contractual relationship. The Provider may transfer its rights and obligations under this contract to an affiliated or successor company; the customer is informed in text form and may terminate within 30 days with effect from the date of transfer.

Section 36 — Changes to these terms

The Provider may amend these terms with effect for the future where necessary to adapt to changes in the law, case law, technical developments or changes to the upstream services used, and where the customer is not unreasonably disadvantaged. Changes are notified in text form at least six weeks before they take effect. If the customer does not object within six weeks of receipt in text form, the changes are deemed accepted; the Provider separately points out the significance of silence in the notification.

If the customer objects, either party may terminate with effect from the date the changes take effect; otherwise the contract continues on the existing terms. Changes to the subject matter of the contract and to the fees are excluded from this procedure and are governed by Section 22.

Section 37 — Final provisions

Amendments and additions to the contract, and any side agreements, require text form; this also applies to any waiver of this text form requirement. Declarations to the Provider, in particular notices of termination, must be sent to the address given in Section 1 or to hi@the-presence.io.

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods and the rules of private international law where these would lead to the application of foreign law. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Frankfurt am Main; the Provider may in addition bring proceedings at the customer's general place of jurisdiction.

The language of the contract and of communication is German. Translations are for information only; in the event of discrepancies the German version prevails. The Provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

Should individual provisions of these terms be or become invalid or unenforceable, the validity of the remaining provisions is unaffected; the statutory rule takes the place of the invalid provision.

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Supplementary documents

• Data processing agreement (Art. 28 GDPR) — separate, signed together with the main contract
• Service description / offer — takes precedence over these terms
• The Provider's privacy policy for its own website

Binding German version: AGB. Continue to the imprint.