General Terms and Conditions

(1) These General Terms and Conditions (Allgemeine Geschäftsbedingungen, “AGB”) apply to all contracts for web, marketing, automation and AI services between Merust Trust SL, trading under the brand Conexa Digital, CL Río Cervol 2, 46940 Manises (Valencia), Spain, NIF B72898414 (hereinafter “Conexa”), and its clients.

(2) Conexa’s offering is directed exclusively at entrepreneurs within the meaning of § 14 BGB (German Civil Code), at legal persons under public law and at special funds under public law. No contract is concluded with consumers (§ 13 BGB).

(3) Deviating, conflicting or supplementary terms and conditions of the client do not become part of the contract unless Conexa expressly consents to their application in text form.

(1) Conexa provides services in the areas of web development, hosting and operation, search engine optimisation as well as optimisation for AI answer engines (SEO/GEO, also referred to as AEO or answer engine optimisation), paid advertising campaigns (including Google Ads), social media, process automation, AI-supported systems, interface and CRM integrations, reporting as well as content and video production. The specific scope of services follows from the chosen model (paragraph 2), from the service description in force at conexadigital.eu/zusammenarbeit and from the individual quotation; in case of doubt, the individual quotation takes precedence over the general description.

(2) Cooperation is possible under two models: (a) as a one-off project at a fixed price (e.g. building a website; contract for work and services, Werkvertrag) and (b) as an ongoing partnership in the packages “SEO & GEO Basis”, “SEO & GEO Plus”, “SEO & GEO + Werbung”, “Digitalisierung” and “Enterprise” (continuing obligation, Dauerschuldverhältnis); the packages are accessible at conexadigital.eu under the technical identifiers starter, foundation, growth, performance and enterprise. Media budgets for advertising platforms (e.g. Google, Meta) are not included in the prices; they are provided by the client and are shown separately and transparently.

(3) The scope of services included in the packages is limited in quantity (§ 5). Individual software and SaaS development (e.g. client-owned portals or industry solutions) is not part of the packages and is provided exclusively on the basis of a separate individual quotation (conexadigital.eu/eigene-software).

(4) Unless expressly agreed otherwise, Conexa owes the agreed activity in accordance with the current state of professional practice, but does not owe any particular economic success (e.g. specific rankings in search engines, visibility in AI assistants, particular click, lead or revenue figures). Optimisation for AI answer engines (GEO/AEO) is an optimisation service; no particular representation in AI systems is warranted.

(5) Conexa provides the services itself or through carefully selected subcontractors and service providers; no separate consent of the client is required for this. Conexa remains responsible to the client for the service. To the extent personal data is processed on the client's behalf in this context, § 12 and the separately concluded data processing agreement apply in addition.

(1) The presentation of services and prices on the website is not a binding offer but a non-binding invitation to enquire. The prices stated on the website are fixed prices for the scope of services described there, unless expressly marked “from”. Prices marked “from” — currently the package “SEO & GEO Plus” — are starting prices; the specific price there depends on the scope of the website being managed and is bindingly set out in the individual quotation before the start of the contract. Enterprise is agreed exclusively on the basis of an individual quotation.

(2) The contract is concluded when the client accepts Conexa’s individual quotation in text form (e.g. by e-mail) or by signature.

(3) Enquiries via the contact form are non-binding and do not yet establish a contractual relationship.

(1) All prices are net, plus the value added tax or IVA owed by law in each case. For services rendered to entrepreneurs established in another EU member state, the tax liability regularly passes to the recipient of the service (reverse charge procedure, Art. 196 of Directive 2006/112/EC; in Germany § 13b UStG). In this case Conexa issues the invoice without value added tax; for this purpose the client provides Conexa with its VAT identification number.

(2) Project model: Building a website is carried out at a fixed price of 499 € net for a home page and up to four subpages in one language (each additional page 99 € net, each additional language 199 € net). In addition, a one-off flat fee of 99 € net applies for going live under a domain of the client; it does not apply if the website is hosted through Conexa. Optionally plus hosting and maintenance from 35 € net per month. Unless agreed otherwise, 50 % of the fixed price falls due upon placing the order and 50 % upon acceptance (§ 8).

(3) Partnership model: The ongoing packages are invoiced monthly. The subject of the packages “SEO & GEO Basis” and “SEO & GEO Plus” is the ongoing management of a website that already exists; building a website is not included and is instead provided under the project model pursuant to paragraph 2. Hosting and maintenance are not included in the packages “SEO & GEO Basis” and “SEO & GEO Plus” and can be booked separately (from 35 € net per month, terminable monthly). The prices currently are: “SEO & GEO Basis” 349 €, “SEO & GEO Plus” from 849 €, “SEO & GEO + Werbung” 2,199 €, “Digitalisierung” 3,899 €, in each case net per month; Enterprise according to individual quotation. Decisive for the individual contract are the prices and service limits agreed in the individual quotation; the information published at conexadigital.eu/zusammenarbeit reflects the status valid at the time the contract is concluded. Agreed prices are not changed unilaterally during the term.

(4) Invoices are due for payment without deduction within 14 days of receipt, unless otherwise agreed in the quotation.

(5) In the event of late payment, the statutory consequences of default apply, in particular default interest of 9 percentage points above the base rate (§ 288(2) BGB) as well as the flat-rate default charge under § 288(5) BGB.

(6) Suspension of services. If, following a reminder in text form, the client remains in default of payment for a further five calendar days, Conexa is entitled to suspend all ongoing services under the partnership model, to block access granted to the client and to shut down any hosting booked through Conexa until the outstanding claim is settled. Upon receipt of payment, services are resumed without delay and access is restored; no separate reactivation fee is charged. Since rights of use in work results under § 9(1) arise only upon full payment of the remuneration for the billing period in which they were created, Conexa is entitled to prohibit use of content newly created in the unpaid billing period (in particular new pages and texts) until payment is received, and, insofar as the website is hosted through Conexa, to take such content offline until then. Work results already paid for in full remain unaffected and stay with the client; paid services already provided are not removed.

(7) The client may only set off against undisputed or legally established counterclaims. It is entitled to a right of retention only to the extent its counterclaim is based on the same contractual relationship.

(1) The scope of services included in the packages is limited in quantity (e.g. number of pages, monthly changes, campaigns, integrations, development hours or the managed advertising budget). The limits decisive for the contract follow from the individual quotation and from the service description valid at the time the contract is concluded at conexadigital.eu/zusammenarbeit. Unless agreed otherwise, a package covers one website or one domain.

(2) Unused monthly allowances expire at the end of the month and are not carried over into subsequent months.

(3) Services exceeding the agreed scope (additional services) are provided only after prior approval by the client in text form and are remunerated separately — unless agreed otherwise, at an hourly rate of 120 € net, billed in 15-minute increments. For certain additional services, the fixed prices stated at conexadigital.eu/zusammenarbeit may apply.

(1) Project model: The project contract ends upon acceptance of the work (§ 8); there is no ongoing minimum term. Separately booked hosting and maintenance (§ 4(2) and (3)) run monthly and may be terminated by either party with one month’s notice to the end of the month; the minimum term under paragraph 2 does not apply to it.

(2) Partnership model: The contract has a minimum term of 6 months. It may first be terminated as of the expiry of the minimum term with one month’s notice; if it is not terminated, it continues for an indefinite period and may then be terminated at any time with one month’s notice to the end of the month.

(3) Any termination requires at least text form (e.g. e-mail to info@conexadigital.eu).

(4) The right of either party to terminate for cause remains unaffected.

(5) Consequences of termination (partnership model): Conexa does not operate any lock-in. Upon the end of the contract, hosting, operation and the ongoing services tied to Conexa’s infrastructure (e.g. automations, dashboards, AI-supported functions) come to an end. On request, the client receives (a) its content and data in a common, readable format and (b) an independently operable version of the website created for it, which it may continue to run with a provider of its choice; this handover takes place as part of ordinary termination without separate remuneration. Not transferred are Conexa’s reusable base components, frameworks, internal tools and backend systems (§ 9(2)). Conexa assumes no warranty and no liability for the handed-over version, for changes made after handover by the client or third parties, or for operation in a third-party environment. Any migration support beyond this constitutes an additional service (§ 5(3)). A registered domain remains with the person in whose name it is registered.

(6) Early termination by the client during the minimum term. By way of derogation from paragraph 2, the client may also terminate the partnership model contract before the end of the minimum term, with one month’s notice to the end of the month. If this occurs without an important reason attributable to Conexa, an amount equal to 50 % of the net monthly fees attributable to the remaining minimum term becomes due as compensation for the preliminary work incurred at the start of the cooperation; it falls due for payment upon termination. The client remains free to prove that no damage was incurred at all, or that it was substantially lower than this amount. The right to terminate for cause (paragraph 4) remains unaffected and does not trigger any such compensation.

(1) The client provides Conexa in good time with all information, content, access rights and approvals required for the provision of services (e.g. access credentials for advertising accounts and domains, texts, image and brand material, and a contact person).

(2) The client warrants that the content it provides is free of third-party rights or that it holds the necessary rights of use, and indemnifies Conexa against justified third-party claims in this respect.

(3) Delays attributable to missing or late cooperation by the client are not to Conexa’s detriment; agreed deadlines shift accordingly.

(4) The client remains responsible for the legal admissibility of its own business activity and of the advertising statements it approves.

(1) Work performances (in particular under the project model) are to be accepted upon completion. If the client puts the work into operation, it is deemed accepted. If, after completion, Conexa requests the client to accept the work within a reasonable period and the client does not refuse acceptance within that period while stating at least one defect, the work is deemed accepted (§ 640(2) BGB).

(2) Conexa remedies notified defects within the scope of the statutory warranty. Defects notified within 30 days of acceptance are remedied by Conexa as part of subsequent performance without separate remuneration. Statutory warranty rights remain unaffected.

(3) Requests for changes and extensions going beyond the remedying of defects constitute additional services (§ 5(3)).

(1) Upon full payment of the respective remuneration, Conexa grants the client the rights of use required for the purpose of the contract, unlimited in time and territory, in the work results created specifically for it (e.g. website content, texts, graphics, videos). Unless an exclusive right is expressly agreed, this is a non-exclusive right of use.

(2) Excluded from the grant of rights are open source components (for which the respective open source licences apply) as well as pre-existing tools, frameworks and reusable base components of Conexa; in respect of the latter, the client receives a non-exclusive right of use as required to operate the delivered work results.

(3) Until payment in full, use of delivered work results remains permitted only revocably.

(1) In providing its services, Conexa also uses AI systems (e.g. for text, image and video creation as well as for automation). AI-generated content is reviewed by humans before publication; the content to be published is approved by the client.

(2) Where legally required, in particular under Art. 50 of Regulation (EU) 2024/1689 (“AI Act”), AI interactions and AI-generated content are labelled as such.

(1) Conexa is liable without limitation for intent and gross negligence as well as for damage arising from injury to life, body or health.

(2) In the case of simple negligence, Conexa is liable only for the breach of material contractual duties (duties the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the client may regularly rely); in that case, liability is limited to the damage foreseeable at the time the contract was concluded and typical for this type of contract.

(3) Conexa is not liable for the failure to achieve particular economic success (§ 2(4)) nor for changes to third-party platforms (e.g. algorithm or policy changes at Google, Meta or AI providers) that lie outside its sphere of influence.

(4) Liability under mandatory statutory provisions (e.g. under the German Product Liability Act) remains unaffected.

(5) The client’s claims for damages become time-barred twelve months after the start of the statutory limitation period. This does not apply to claims for injury to life, body or health, to claims based on intent or gross negligence, to claims under the German Product Liability Act, or to claims arising from an assumed guarantee; the statutory time limits apply to these instead.

(1) The parties comply with the applicable data protection provisions, in particular the GDPR. Where Conexa processes personal data on behalf of the client, the parties conclude a data processing agreement pursuant to Art. 28 GDPR.

(2) Details of data processing on this website follow from the privacy policy at conexadigital.eu/datenschutz.

(3) Both parties treat confidential information of the other party that becomes known to them in the course of the cooperation as confidential and use it solely for the performance of the contract.

(4) Conexa may name the client as a reference only with the client’s prior consent in text form.

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the client is an entrepreneur within the meaning of § 14 BGB, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Conexa’s registered office (Manises, Province of Valencia, Spain). Conexa is also entitled to bring proceedings at the client’s general place of jurisdiction.

(3) The offering is directed exclusively at entrepreneurs. There is therefore no statutory obligation to participate in dispute resolution proceedings before a consumer arbitration board; nor does Conexa participate in such proceedings voluntarily.

(4) Amendments and supplements to the contract require text form; this also applies to any amendment of this text form requirement. Individually negotiated agreements always take precedence (§ 305b BGB).

(5) The client may transfer rights and obligations under this contract to third parties only with Conexa’s prior consent in text form. § 354a HGB (German Commercial Code) remains unaffected.

(6) Force majeure. Events that lie outside a party’s sphere of influence and were not foreseeable at the time the contract was concluded — such as natural events, war, official orders, strikes, extended failures of power or telecommunications networks, as well as extended disruptions or discontinuations of third-party services on which the performance depends — release the affected party from its obligation to perform for the duration of the impediment and for a reasonable restart period thereafter. The parties shall notify each other without delay. If the impediment lasts longer than eight weeks, either party may terminate the affected part of the contract in text form; services already rendered are invoiced.

(7) Should individual provisions of these terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected.

(8) The language of the contract and of communication is German. These terms are agreed exclusively in the German language. Translations into other languages serve comprehension only and do not establish any rights of their own; in the event of discrepancies, the German version prevails.