Terms & Conditions

§ 1: Validity, scope

Hurra™ services are aimed exclusively at companies. Only the following terms and conditions apply to these services in the version valid at the time of ordering. The terms and conditions also apply to future transactions with the customer.
In the case of continuing obligations, changes to the conditions will be notified to the customer in writing, including the amended provisions, and will be considered agreed if the customer continues the continuing obligation without objecting within a reasonable period of time.

§ 2: Conclusion of the contract

Hurra™ offers are subject to change.
If Hurra™ submits an “offer” to the customer using a form, this is a binding offer to conclude a service contract even without a signature, unless another type of contract is expressly stated. The customer declares acceptance by returning the signed form. In all other cases, the customer's written or telephone order is his binding offer to conclude a service contract for the services ordered. A contract is concluded when Hurra™, after checking his information, has sent the customer an order confirmation in writing or text form or has executed the order by creating and placing the ordered content online. Hurra™ can accept offers from the customer by telephone.
To simplify additional and change orders, Hurra™ can also send the customer a form for a standard order. The customer can thus inform Hurra™ of a desired change by e-mail even during the current month. The shipment must be sent to the customer's personal contact at Hurra™ by e-mail and by CC to the receivables@hurra.com take place. The change is valid as soon as the customer has received written or textual confirmation from Hurra™. Otherwise, the agreement originally concluded remains in force.
Additional telephone orders require confirmation by Hurra™ in writing or text form or by telephone explanation.

§ 3: Services provided by Hurra™

The services offered by Hurra™ include in particular the services set out below. Hurra™ is, however, entitled, within the agreed budget, to provide further services based on the agreed prices of Hurra™, which are conducive to the purpose of the contract.

Hurra™ offers, among others, the following services:

SEA
SEO
Amazon AMS and SEO
Google Shopping & PLA
social media marketing
Retargeting and online display advertising
Affiliate marketing
Addressable & Programmatic TV
TV sync campaigns
Programmatic Video Advertising & Video Retargeting
Creatives

§ 4: Customer Services

The customer collaborates to the extent necessary. The services described below are not exhaustive:

Tracking tool: The customer integrates the tracking tool provided by Hurra™ into the customer website in accordance with instructions from Hurra™ and makes shop sales (orders) available to view discrepancies. If the deviations from the shop system or Google Analytics are higher than 10%, a corresponding adjustment will be made.
The customer refrains from using or having software, files (e.g. robots.txt) settings used or using search engine optimization techniques (e.g. use of subdirectories) which prevent or impede access by search engine crawlers or may impair the results of Hurra™'s contractual services.
In the event of a breach of the obligations set out in Section 1 or 2, Hurra™ is entitled to lump sum compensation in the amount of the difference between the average of the remuneration in the last 3 months before the breach of duty and the compensation following the breach of duty. The right to compensation under this provision exists as long as the remuneration does not reach the amount used as the basis for the calculation. The customer is free to prove that minor damage has occurred.

Recruiting employees:

The customer is aware that Hurra™'s services are provided on the basis of business and technical know-how embodied in the qualified employees (employees and freelancers) of Hurra™, which Hurra™ has built up through international personnel acquisition and subsequent training and which the customer makes use of. To protect this know-how and the integrity of the Hurra™ company, the parties agree on a temporary prohibition of solicitation. The customer undertakes to refrain from directly or indirectly poaching employees (employees and freelancers) from Hurra™ during and up to 6 months after termination of the respective contract. For each case of infringement of the provision in sentence 1, the customer pays a contractual penalty of two gross annual salaries (including bonuses, royalties) of the employee who is recruited by the customer in breach of the obligation in accordance with sentence 1, the gross annual salary of the employee received in the year before the contract penalty was forfeited.

§ 5: Price adjustments

Hurra™ is entitled to pass on to the customer any cost increases that have occurred since the start of the contract for procurement or for personnel deployment (wage and non-wage costs) by increasing the prices affected by this to the customer to the extent necessary to compensate for these changes.
Hurra™ is also entitled to adjust the prices that are generally applied to the customer.
The price increases will be announced to the customer by Hurra™ in writing, in text form or by telephone and will take effect at the beginning of the month following the month after next.
The customer has a special right of termination with a notice period of 1 month to the end of the month preceding the effectiveness of the price increase if the price increase amounts to more than 10% of the total remuneration in the billing period. The percentage increase results from the comparison of the total compensation accrued for the last billing period with the total compensation that would have been accrued if the price increase had already come into effect for this billing period.

§ 6: Remuneration

The parties agree on monthly budgets. Insofar as the parties do not make a provision, the last agreed budget continues to apply.
The parties can also agree on a separate payment for the services provided by Hurra™ (service fee). In particular, the remuneration can be agreed as a one-time or periodic lump sum or as a commission.
The remuneration agreed in the order/service contract comprises a number of hours calculated for the respective customer. Once these hours have been completed, the customer is informed by Hurra™ and can extend them as required, in writing or orally. The order is concluded as soon as Hurra™ has sent the customer an order confirmation in writing or text form or explained it by telephone.
The customer makes a minimum monthly advance payment in the amount of the budget applicable for the following month. The prepayment is used for media purchases. The prices published by the media company apply. Discounts, refunds, etc. remain with Hurra™. The agreed service fee is also due in advance, if remuneration is due periodically, at the end of the billing period for the following billing period, i.e. for the following month in the case of monthly remuneration, for example.
CPO compensation can be agreed as a CPO lump sum or CPO commission. Here, the remuneration is always paid afterwards (at the end of the month).
Hurra™ is not obliged to buy media unless the advance payment made by the customer is sufficient. Hurrah™ can exceed the budget by up to 10% when buying media.
The advance payment in accordance with the above provision for media purchases will be settled and, if possible, offset against the next advance payment. The customer makes a corresponding additional payment.
Unused advance payments can be offset against later advance payments, deducting any lump sum payment.
The customer receives a monthly statement. This will be checked by the customer immediately and any complaints will be made within 4 weeks.
Refunds (adjustment) from a search engine operator are only to be reimbursed to the customer if a total amount of EUR 250, - is exceeded. Lower amounts expire in favor of hurrah™ The purpose of this clause is to avoid billing costs in the event of minor refunds in the interest of both parties.
If the parties agree on advance payments, these are due on the first of each month, unless otherwise agreed.
Hurra™ is entitled to the agreed remuneration for the services provided up to the termination of the contract, even after termination of the contract. The customer may only disable the tracking tool after the end of the month following the termination of the contract.
Insofar as a digital tax is calculated by publishers, these costs will be further calculated.

Unless otherwise agreed, all prices are in EURO plus the applicable value added tax.

§ 7: Monthly budget

The customer's budget request for Hurra™ is made one month in advance, i.e. notifications are made by 01 of the previous month to the customer's personal contact at Hurra™ by e-mail and to the Hurra™ accounting department at receivables@hurra.com. The customer uses the standard form that Hurra™ sent to them via email. The parties can also agree on budget changes over the phone.
There is a separate budget for each account.
In addition to the monthly budget, an additional budget can be agreed once or for several months in advance.
The monthly budget statement, together with the flat rate and the variable service fee, must be paid in advance by the customer by the 1st of each month. Hurra™ will be invoiced at least 14 days before the amount is due.
If no budget is invested in one month, the variable service fee is not calculated. If no budget is invested in a month, this month will not be included in the term at the end of which the account will be transferred to the customer free of charge and within the notice period.
Monthly budget changes:
The customer can also email Hurra™ a desired budget change during the current month. The change is valid as soon as the customer has received a confirmation email from Hurra™. The parties can also agree on budget changes over the phone. An increase in the budget requires that the increased monthly budget has been received by Hurra™.
Billing after the end of the respective month:
After the end of the month, the actual budget used by the individual accounts in the search services is offset against the estimated monthly budget. If there is a difference in favor of the customer, the difference will be credited to him. At the customer's request, the credits can be paid out by Hurra™ in the following month or invested for the following months. There is no additional service fee for using the credits in subsequent months.

§ 8: Payment terms, advance payment obligation

Invoices from Hurra™ are due immediately and without deduction.
For transfers, the timeliness depends on availability for Hurrah™.
Hurra™ is entitled to offset payments against the oldest due invoice even if the customer has a contrary repayment provision.

§ 9: Business hours

Hurra™ performs activities during normal business hours from 09:00 to 17:00 from Monday to Friday, excluding public holidays.

For services on Monday — Friday from 18:00 to 22:00 and from 06:00 to 08:00 and on Saturdays from 06:00 to 18:00, 150% of the time required will be charged.

For services on Monday — Friday from 22:00 to 06:00 and on Saturdays from 00:00 to 06:00 and from 18:00 to 00:00 and on Sundays and public holidays, 200% of the time required is charged.

§ 10: Termination/notice periods

Cooperation starts on the day of the first billing period. In the case of agreements for which neither a term nor a different termination provision has been agreed, either contracting party may cancel within the first 3 months with a notice period of 30 days to the end of the term. The contract is then automatically converted into an annual contract. If the contract is not terminated, it is automatically extended by another year. It can then be duly terminated with a notice period of three months before the end of the extended contract period. From a contract period of 5 years, the contract can be terminated with a notice period of 6 months before the end of the contract period.

The agreement can be terminated without notice for good cause. Important reasons for Hurra™ include in particular

Delay by the client with payment in whole or in part of more than 30 days.
The client has violated the regulations on the right of use.
The client files his own application for the opening of insolvency proceedings, the order of interim measures by the court or the opening of insolvency proceedings or their refusal due to lack of property.

§ 11: Rights of use

Standard software from third parties is subject to their terms of use. The license agreement is concluded directly between the manufacturer and the customer.
Unless otherwise stated in the manufacturer's terms of use, the following terms of use apply.
The customer receives a simple, time-unlimited, non-transferable or sub-licensable permission to use the software.
Use is limited to a single computer. In the case of a network license, this right of use applies to the agreed individual seats of the contractually determined local network.

Section 12: Offsetting and Retention Rights, Assignment, Partial Payment

The customer is only entitled to offset undisputed or legally established claims. He is only entitled to exercise retention rights with undisputed or legally established claims arising from the same legal relationship.
The assignment of claims against Hurra™ is excluded unless Section 354 a HGB intervenes.
Partial deliveries and partial services and corresponding invoices are permitted if they are not unreasonable for the customer.

§ 13: Risk of claim

If, after conclusion of the contract, it becomes apparent that Hurra™'s claim for the consideration is jeopardized by the customer's lack of performance, the customer is obliged to make advance payments even in the absence of an advance payment obligation if the contractual obligation of Hurra™ consists of a work, service or delivery of (common) goods to be procured for the customer and not at any other time deductible elsewhere.
In addition, Section 321 BGB applies with the proviso that Hurra™ may refuse to pay Hurrah™ even if other claims arising from the same legal relationship within the meaning of Section 273 BGB are endangered.
If payment in installments has been agreed, the entire remaining claim is due when the customer is in full or in part in arrears with at least two consecutive installments. Deferral agreements become ineffective if the customer defaults on a service or if the requirements of Section 321 BGB with regard to a claim are met.

§ 14: Acceptance

If acceptance is required under contract or law, the following provisions apply.
At the request of Hurra™, partial approvals must be carried out for delimitable power components that can be used independently, or for power units on which further services are based, if the power components to be purchased can be separately tested. Once all power components have been approved, the last partial acceptance is also the final acceptance.
Partial or final acceptance is considered declared at the latest if, after delivery of the service and an appropriate inspection period, the customer does not refuse acceptance in writing or in text form within a further period set by Hurra™ in writing or by telephone, giving reasons (acceptance fiction).
If the service in need of acceptance also includes the delivery of hardware or standard software, Hurra™ is entitled to charge the customer for this regardless of any other acceptance of the service.

§ 15: Confidentiality

Both parties are obliged to keep secret all business and trade secrets of the other party that become known as part of the execution of the contract as well as any undisclosed information about the other party.

§ 16: Claims for defects

If the performance of Hurra™ is defective, Hurra™ is entitled to repair it. Multiple improvements are permitted. If the repair fails or is denied, the customer can assert legal claims.
The customer is obliged to immediately examine the performance of Hurra™ or samples provided by Hurra™ and to immediately report any defects. The same applies to granting the use of the bid management tool. Otherwise, the service is considered approved. After approval, the service, including the service result visible in the search engines, must be regularly examined and any deficiencies reported. Despite careful examination, defects that are not obvious must be reported in writing or in text form within 14 days of their discovery.
The customer alone is responsible for the content of the customer website and the content and designs provided by the customer. Illegal content must not be made available by the customer. The same applies to content that leads to access restrictions, in particular under provisions of youth protection law. Hurra™'s services include, subject to express agreement, no legal review or legal advice (e.g. trademark, copyright, data protection or competition law) and compliance with legal information obligations on the part of the customer (e.g. provider identification, privacy policy, consumer information in the case of distance selling contracts, verification obligations for setting links, verification obligations for user content, obligations to comply with media law regulations, in particular regulations to protect children and adolescents, etc.). Insofar as Hurra™ provides the customer with legal documents and information (e.g. data protection notices or legal opinions), this does not constitute legal advice from Hurra™. If customers request an individual review or confirmation of the documents for their own company, Hurra™ recommends that they seek individual legal advice. Hurra™ may, if the customer has justified doubts as to the legal admissibility of a measure, demand its approval, postpone the implementation of the measure for so long.
Hurra™ is entitled to immediately temporarily block access to the customer website until a legal review has been completed if there is evidence of a violation of the above obligations or if the media company, third parties or authorities make complaints about content that are not manifestly unfounded. If possible, the customer should be heard beforehand.

§ 17: Limitation of liability: Compensation claims

Limitation of liability in principle
Compensation claims or claims for reimbursement of futile expenses are only available to the customer against Hurra™ for:

a. damage resulting from injury to life, limb or health due to at least negligent breach of duty,

b. other damage due to at least grossly negligent breach of duty or due to at least negligent breach of essential contractual obligations (cardinal obligations),

c. Damages that fall within the scope of an assurance given by Hurra™ (warranty, § 276 para. 1 BGB) or a quality or durability guarantee (§ 443 BGB). -
Limitation of liability according to
The liability of Hurra™ for simple negligence or gross negligence on the part of its vicarious agents who are not legal representatives or executive employees (simple vicarious agents) is limited to the damage typically expected upon conclusion of the contract and, in the event of a claim for reimbursement of futile expenses, to the amount of performance interest.
Liability arising from pre-contractual obligations and business contacts
The above subparagraphs 1. and 2. also apply to claims for damages by the customer arising from obligations arising from the initiation of contract negotiations, initiation of a contract or similar business contacts. If a contract is concluded between Hurra™ and the customer, the customer waives all claims that go beyond liability under this paragraph.
Tortious claims
This section also applies to tortious claims made by the customer.
Claims arising from overriding law
All claims made by the customer under overriding law are excluded that go beyond liability under this section 13.
Limitation of liability in favor of third parties
Insofar as liability is excluded or limited in accordance with this Section 13, this also applies to the personal liability of Hurra™, its employees, representatives and vicarious agents.
Exemption from third-party claims
The customer releases Hurra™ from all claims made by its vicarious agents or other third parties employed by it that go beyond liability under this paragraph, including claims arising from pre-contractual obligations and business contacts.

§ 18: Statute of limitations

The limitation period for claims for defects that are not excluded by these conditions is governed by the following provisions:

The statutory limitation period applies to claims for damages due to defects and for claims arising from tort. All other claims made by the customer due to defects, in particular for subsequent performance, reimbursement of expenses in the event of self-execution, withdrawal, reduction and reimbursement of futile expenses expire within one year.
Claims for issuance of statements, claims for information on transactions with media companies and advertising measures on the basis of the billing, as well as claims for repayment or reimbursement of services provided by the customer are excluded if they are not asserted within one year after the end of the respective billing month. In doing so, the parties take account of the complexity and high number of business transactions, the interest in resolving any disputes as soon as possible and the difficulties of clarifying and providing evidence after a long period of time.
The limitation period for customer claims during negotiations will only be suspended if Hurra™ has agreed to negotiate in writing. The suspension ends 3 months after the last written statement from Hurrah™.

§ 19: Data protection

Insofar as Hurra™ legitimately uses third parties (subcontractors) to provide its services, the following provisions apply:

The parties agree that the customer is the “controller” as defined in Article 4 (7) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (hereinafter: GDPR).
If personal data is collected and processed by commissioned third parties for these services, it is up to the customer himself to inform data subjects and obtain any necessary consent in accordance with the requirements and principles of Article 7 GDPR.
The customer will ensure that the third parties enter into the appropriate confidentiality and data protection obligations in good time, unless the following regulations apply. The customer is aware that third parties set conditions for agreements that provide for rights and obligations with regard to joint processing (Art. 26 GDPR) or order processing (Art. 28 GDPR) and are partly subject to foreign law. Hurra™ is not required to legally review these agreements or conditions. The customer is aware that Hurra™ concludes such agreements with third parties on its own behalf on the basis of the conditions set by the third parties. Hurra™ is, however, not obliged to conclude such agreements. In the internal relationship between Hurra™ and the customer, the rights and obligations arising from such agreements apply to the customer, who releases Hurra™ from all obligations arising therefrom. On request, Hurra™ provides the customer with the wording of the terms and conditions free of charge, which can also be done by providing a reference to the text on the Internet. The customer may object to the conclusion of such agreements in advance in general, for certain types of agreements or for specific third parties or make them dependent on his consent.

§ 20: Applicable Law, Place of Jurisdiction

The law of the Federal Republic of Germany applies. In relation to merchants, the court responsible for the registered office of Hurra™ has exclusive jurisdiction for all disputes arising from the contract.

Section 21: Salvatory clause

Should a provision in these terms and conditions or a provision under other agreements be ineffective, this shall not affect the effectiveness of all other provisions or agreements. In the case of provisions otherwise agreed between the parties, the parties are obliged to replace the ineffective provisions with effective provisions which come as close as possible to the meaning of the ineffective provisions.

Version 2.6 dated 15.11.2022

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