Terms and conditions are about as exciting as a medicine package insert. Nevertheless, they're necessary.
1. Scope and inclusion
1.1 These terms and conditions apply to all contracts between monswap solutions and its clients regarding SEO, GEO, content, consulting and text services.
1.2 These terms and conditions apply exclusively to businesses as defined in § 14 of the German Civil Code (BGB). Contracts with consumers based on these terms and conditions are excluded.
1.3 Any conflicting, deviating or supplementary general terms and conditions of the client shall not become part of the contract unless monswap solutions expressly agrees to their validity in written form.
1.4 The offer from monswap solutions, these terms and conditions, and any individual agreements in written form are decisive for each contract. Individual agreements take precedence over these terms and conditions.
1.5 These terms and conditions become part of the contract upon conclusion.
2. Conclusion of contract, acceptance of offer and scope of services
2.1 Offers from monswap solutions are non-binding unless expressly stated otherwise in the offer.
2.2 A contract is concluded when the client declares an order in text form based on an offer from monswap solutions and monswap solutions confirms this order in text form or begins to provide the service.
2.3 The type, content and scope of services are governed exclusively by the respective offer from monswap solutions, these terms and conditions, and any additions or changes expressly confirmed in writing.
2.4 Any acceptance with extensions, restrictions or other changes shall be deemed a new application from the client and shall only become effective if monswap solutions accepts it in written form.
2.5 Changes, extensions, additional services or subsequent adjustments to the scope of services require written confirmation to be effective and will be remunerated separately, unless expressly agreed otherwise.
3. Remuneration and terms of payment
3.1 All services provided by monswap solutions are subject to payment unless expressly agreed otherwise in writing.
3.2 The specific terms and conditions for remuneration, billing model, and scope of services are governed by the respective offer from monswap solutions. Unless otherwise stipulated therein, additional services, change requests, and extra work will be billed separately.
3.3 All prices are net prices, excluding applicable VAT.
3.4 monswap solutions is entitled to invoice the agreed remuneration in installments, as well as in full or in part in advance, according to the project phases specified in the offer. The project phases, payment amounts, and due dates stipulated in the offer are decisive.
3.5 Unless otherwise stated in the offer, invoices are due for payment within 10 calendar days of receipt without deduction. The decisive factor is the receipt of the full invoice amount in the account specified in the invoice.
3.6 If the client is in default of payment, the statutory provisions apply. In particular, monswap solutions is entitled to demand statutory default interest and the statutory default penalty. The right to claim further damages for default remains unaffected.
4. Performance, obligations to cooperate, project pause and delays
4.1 monswap solutions provides the contractually agreed services based on the information, documents, access, approvals and other necessary cooperation provided by the client.
4.2 The client shall provide monswap solutions with all content, information, documents, contact persons, access and approvals required for the provision of services in a timely, complete and usable form.
4.3 If the client fails to comply with their obligations to cooperate, or does so late or in full, and this delays or hinders the provision of services, agreed deadlines and dates shall be extended appropriately by the duration of the hindrance.
4.4 If monswap solutions incurs additional expenses due to delayed, incomplete, absent or subsequently changed cooperation, in particular due to replanning, retraining, renewed coordination or remobilization of the project, these expenses shall be compensated separately.
4.5 If cooperation required for the provision of services is not forthcoming despite a request, monswap solutions is entitled to set the client a reasonable deadline for rectification.
4.6 If a project is delayed by more than 7 calendar days for reasons attributable to the client, monswap solutions is entitled to pause the project and reallocate the affected resources elsewhere. In this case, previously agreed-upon dates and delivery times will be cancelled. Resumption of the project will only occur after further consultation and subject to resource availability.
4.7 If resuming a paused project requires replanning, prioritization, or familiarization, the resulting additional effort must be compensated separately.
4.8 If the required cooperation is not forthcoming even after the deadline has expired, monswap solutions is entitled to assert its legal rights and terminate the contract in accordance with the statutory provisions.
4.9 Monswap solutions' legal rights due to the client's failure to cooperate, delay or breach of duty remain unaffected.
5. Appointments, rebooking, cancellation and termination
5.1 Scheduled appointments for consultations, workshops, voting or presentations are binding.
5.2 The client may cancel or reschedule such appointments free of charge up to 48 hours before the agreed appointment.
5.3 For cancellations or rescheduling less than 48 hours before the agreed appointment, monswap solutions is entitled to charge 50% of the agreed fee. For cancellations on the same calendar day, no-shows, or cancellations attributable to the client, monswap solutions is entitled to charge 100% of the agreed fee. The client reserves the right to prove that monswap solutions incurred no damage or significantly less damage.
5.4 Termination or cancellation of ongoing projects by the client requires written form.
5.5 In the event of termination or cancellation of an ongoing project, services already rendered, project phases already started, non-refundable external costs and any additional expenses already incurred must be compensated.
5.6 Insofar as the contract concerns services provided under a contract for work and services, the statutory rights of the parties, in particular under Section 648 of the German Civil Code (BGB), remain unaffected. Statutory claims for remuneration by monswap solutions in the event of default of acceptance or premature termination also remain unaffected.
6. Acceptance, approvals and defects
6.1 monswap solutions delivers work results in the form agreed upon in the offer. If acceptance is applicable to the nature of the service, the client is obligated to inspect and accept the contractually provided services immediately upon delivery, unless a significant defect exists.
6.2 monswap solutions is entitled to set the client a reasonable deadline for acceptance in writing after delivery of the service. If acceptance does not occur within this deadline and the client does not refuse acceptance in writing, specifying at least one significant defect, the service is deemed accepted upon expiry of the deadline.
6.3 Acceptance is deemed to have occurred if the client uses, publishes, makes live, passes on to third parties for use or arranges for the implementation of delivered texts, concepts, recommendations, approved versions or other work results.
6.4 Acceptance may not be refused due to minor defects. New conceptual, content-related, or strategic requests from the client after delivery or approval are not considered defects.
6.5 Obvious defects must be specifically reported by the client in writing within 7 working days of delivery or request for acceptance. Non-obvious defects must be reported in writing immediately upon discovery. In the event of a justified and timely complaint, monswap solutions is initially entitled to remedy the defect within a reasonable period.
6.6 Client approvals relate specifically to the version reviewed by the client with regard to factual accuracy, company relevance, trademark and product names, legal admissibility of the content provided by the client, and the desired content direction. Unless an explicit legal review has been agreed upon, monswap solutions is not obligated to conduct a legal review of the content.
6.7 The number and scope of revision cycles depend solely on the specific offer. Change requests made after acceptance, approval, or outside the agreed scope of services are considered additional services and will be billed separately, unless they are due to a defect attributable to monswap solutions.
7. Copyright and usage rights
7.1 All copyrights and other intellectual property rights remain with monswap solutions for texts, concepts, strategies, analyses and other work results, insofar as these exist.
7.2 Unless otherwise agreed in writing, monswap solutions grants the client, upon full payment of the agreed remuneration, the simple rights of use necessary for the contractually agreed purpose to the final work results released for use.
7.3 The granting of usage rights is limited exclusively to the scope defined by the respective offer and the contractually agreed purpose. Any use beyond this requires the prior written consent of monswap solutions and is subject to separate compensation.
7.4 The transfer or granting of usage rights to third parties is only permitted with the consent of monswap solutions. This excludes disclosure to the client's own employees and to third parties commissioned by the client, insofar as this is necessary for the contractual use, technical implementation, or publication of the work results. No further rights are granted hereby.
7.5 Modifications, edits, or further developments of the work results by the client or by third parties commissioned by the client are permitted insofar as they are necessary for the contractually agreed purpose, technical implementation, editorial maintenance, updates, or compliance with corporate design or corporate wording guidelines. Any modification that distorts the work or contradicts the legitimate interests of monswap solutions is prohibited.
7.6 Drafts, concepts, interim versions, variants, rough drafts, and other work results not expressly approved for use may only be used by the client for review and approval purposes. Any further use, publication, or distribution requires the prior written consent of monswap solutions.
7.7 Unless expressly agreed otherwise, monswap solutions is not obliged to release open working files, editable source files, research documents or internal interim versions.
7.8 In the event of use that exceeds the granted scope of use, the right to claim further remuneration and legal claims, in particular for injunctive relief and damages, remains reserved.
8. External services, third parties and expenses
8.1 monswap solutions is entitled to have services required for the fulfillment of the contract performed in whole or in part by third parties, insofar as this is expedient for the execution of the order.
8.2 If external services are to be commissioned in the name and on behalf of the client, this will only occur after prior written approval from the client. The client grants monswap solutions the necessary power of attorney for this purpose.
8.3 Third-party costs, expenses, and other necessary expenditures incurred in the execution of the order after prior agreement or as per the offer are to be reimbursed by the client. This includes, in particular, agreed license fees, costs of external service providers, travel and accommodation expenses, and other project-related expenditures.
8.4 Travel time, travel costs and expenses will only be charged if they have been agreed upon in advance or are included in the offer.
8.5 If monswap solutions commissions external services at the express request of the client, in the client's name or on the client's account, the client shall bear the resulting costs. Insofar as the client has approved such commissioning, the client shall indemnify monswap solutions internally against any resulting payment obligations.
9. Liability, legal review and indemnification
9.1 monswap solutions is liable without limitation in cases of intent and gross negligence, as well as in cases of damage resulting from injury to life, body or health.
9.2 In cases of slight negligence resulting in a breach of essential contractual obligations, monswap solutions' liability is limited to the foreseeable damages typical for this type of contract. Essential contractual obligations are those obligations whose fulfillment is a prerequisite for the proper execution of the contract and on whose compliance the client may regularly rely. Otherwise, liability for slight negligence is excluded.
9.3 To the extent that monswap solutions engages third parties to fulfill its own contractual obligations, monswap solutions is liable for their negligence in accordance with statutory provisions. However, to the extent that external services are commissioned at the client's request, in the client's name and on the client's account, monswap solutions is not liable for the performance of these third parties, but only for its own negligence, particularly in the areas of selection, instruction, and coordination.
9.4 The client is obligated to review all work results delivered by monswap solutions for factual accuracy, completeness, and suitability for the intended purpose before publication, going live, or any other use. Client approvals pertain specifically to facts, company information, product names, trademark references, and other content specified by the client.
9.5 Unless an explicit legal review has been agreed upon, monswap solutions is not obligated to conduct a legal review of the work results, in particular no review with regard to competition law, trademark law, copyright law, or other intellectual property rights. This also applies to the legal admissibility of content provided by the client.
9.6 monswap solutions does not guarantee any specific economic success, rankings, visibility developments, traffic, lead or sales increases, unless a guarantee has been expressly given in written form.
9.7 The client warrants that they possess all rights necessary for the contractual use of all content, templates, data, images, trademarks, logos, documents, and other materials they provide. If the client breaches this obligation, they shall indemnify monswap solutions against any legitimate third-party claims upon first demand, provided the client is responsible for the infringement.
10. Confidentiality and Reference
10.1 The contracting parties shall treat all confidential information obtained in the course of their cooperation as confidential indefinitely, unless such information is publicly known or is by its nature intended for disclosure.
10.2 Confidential information includes, in particular, non-public business, technical, strategic, organizational and economic information of the client, including content, documents, data, access, drafts, analyses, plans, internal processes, budgets and communication in the project context.
10.3 The parties will use confidential information only for the performance of the respective contract and will only make it accessible to those persons who need it for the performance of the contract and who are themselves bound to confidentiality.
10.4 Statutory, regulatory, or judicial disclosure obligations remain unaffected. To the extent permitted, the party obligated to disclose information will inform the other party in advance.
10.5 Individual confidentiality agreements between the parties take precedence over these terms and conditions in case of conflict.
10.6 monswap solutions is entitled to name the client as a business reference after completion of the project, unless this is contrary to a confidentiality agreement, legitimate confidentiality interests of the client or express deviating agreements in written form.
10.7 The reference provided in section 10.6 is limited, without separate consent from the client, to the mention of the company name, the project subject in general terms, and the scope of services. The use of logos, trademarks, testimonials, detailed project results, key performance indicators, screenshots, work products, or case studies requires the client's prior written consent.
10.8 monswap solutions will respect the legitimate interests of the client in every reference and will not disclose any confidential information.
11. Final Provisions
11.1 The law of the Federal Republic of Germany applies.
11.2 The place of performance for all services arising from the contractual relationship is the registered office of monswap solutions.
11.3 If the client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is the registered office of monswap solutions, insofar as legally permissible.
11.4 Should individual provisions of these Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory regulation.
Note regarding the artists' social security contribution
Clients are responsible for independently verifying whether the services procured from monswap solutions are subject to contributions under the German Artists' Social Security Act (Künstlersozialversicherungsgesetz). Any applicable artists' social security contribution must be determined, registered, and paid by the client.
(As of April 2026)