1 Scope

These General Terms and Conditions (GTC) apply to all services provided by OOTO GmbH (hereinafter “OOTO”) to its customers. They form an integral part of every offer and every contract. Any deviating terms and conditions of the customer shall apply only if OOTO has accepted them in writing. This also applies even if OOTO does not expressly object to the customer’s terms and conditions in individual cases. In the event of any conflicts, the provisions of the offer shall take precedence over these GTC.

2. Conclusion of the Contract

Quotes from OOTO are valid for 30 days from the date of issuance. The contract is concluded when the customer signs the quote or accepts it via email, or when OOTO begins work at the customer’s request. Verbal side agreements must be confirmed in writing by OOTO. Email is considered written form.

3 Services

OOTO provides services in the areas of digital strategy, auditing, search engine optimization (SEO), Generative Engine Optimization (GEO), search engine advertising (SEA), performance marketing, web projects, content, and consulting. The scope and content of the services are set forth in the proposal. OOTO is obligated to perform its services with due care and in accordance with the state of the art, but is not obligated to achieve a specific result, unless otherwise specified in the proposal.

Services are provided in four forms: as an audit, as a strategy, as a project with a defined outcome, and as a subscription with ongoing support. The following specific provisions apply to each form.

4 Audit and Strategy

The audit and strategy are provided at a fixed price as specified in the quote. The findings are based on the data and information available at the time of the analysis. The audit concludes with a strategic recommendation and a discussion of the findings. The invoice is issued upon delivery of the document.

5 Projects

Projects with a defined outcome, particularly web projects, are carried out at a fixed price or on a time-and-materials basis as specified in the quote. Unless otherwise specified in the quote, OOTO will invoice 50% of the project price upon order placement and 50% upon acceptance.

The customer shall review the results within 10 business days of delivery and report any defects in writing. If no report is submitted within this period, the results shall be deemed accepted. The customer’s productive use of the product shall also be deemed acceptance. Following acceptance, OOTO shall remedy any reported defects within a reasonable period of time; any further warranty claims are excluded.

Changes and additions to the scope of work specified in the offer are considered additional orders. OOTO will bill for them on a time-and-materials basis at the applicable hourly rate or according to a separate quote. If a project is delayed for reasons attributable to the client, the deadlines will be adjusted accordingly; after an interruption of more than 60 days, OOTO may invoice the client for the services rendered up to that point.

6 Subscriptions and Retainer Agreements

Ongoing services—in particular SEO, GEO, SEA, performance marketing, and support—are provided on a subscription basis for a flat monthly fee as specified in the quote.

The subscription begins on the date specified in the offer and has a minimum term of three months. Upon expiration of the minimum term, it is automatically renewed for one month at a time, unless it is canceled.

Either party may cancel the subscription in writing with one month's notice, effective at the end of a calendar month, beginning at the end of the minimum term. The offer may specify a longer notice period.

The statutory right of both parties to terminate the contract at any time (Art. 404 OR) remains unaffected. If the customer terminates the subscription before the end of the minimum term or without observing the agreed notice period, the termination is deemed untimely. OOTO has aligned its capacities, tools, and ongoing campaigns with the agreed term. As compensation for the resulting arrangements, the customer shall pay the monthly flat fees up to the date on which ordinary termination would have been possible at the earliest. The customer reserves the right to prove that OOTO incurred no damages or only minor damages. Termination shall not be deemed untimely if OOTO has given the customer just cause for termination.

OOTO may adjust the monthly flat rate at the end of a calendar month, provided it gives three months' notice. In this case, the customer may cancel the subscription effective as of the date of the adjustment.

Services not used in a given month expire and are not carried over to subsequent months, unless the offer provides otherwise.

7 Customer Participation

The customer shall provide OOTO in a timely manner with all information, content, access credentials, and authorizations necessary for the provision of services. This includes, in particular, access to the website, hosting, Google Search Console, Google Analytics, advertising accounts, and social media accounts. The customer shall designate a contact person with decision-making authority.

The customer must provide approvals within 5 business days. If the customer fails to fulfill its obligations to cooperate, deadlines will be extended accordingly. OOTO will bill for any additional work resulting from this on a time-and-materials basis.

The customer is responsible for any content it provides, including, but not limited to, text, images, logos, trademarks, and product information. The customer warrants that it holds the necessary rights and that the content does not infringe on the rights of any third party, and indemnifies OOTO against any claims by third parties.

8 Third-Party Platforms and Media Budgets

OOTO works with third-party platforms and tools, in particular Google, Meta, LinkedIn, hosting providers, content management systems, and e-commerce platforms. OOTO is not responsible for their availability, functionality, terms of use, changes to rules, account suspensions, or pricing. If a third party modifies its service in such a way that OOTO can no longer provide the agreed-upon service as intended, the parties shall agree on an adjustment.

Media budgets for advertising—particularly for Google Ads, Meta Ads, and LinkedIn Ads—are managed exclusively through the client’s advertising accounts. The client is the account holder, sets up the payment method, and settles accounts directly with the platform. OOTO is granted access to the accounts, manages the budget within the agreed-upon limits, and is not a party to the contract with the platform. OOTO’s fees are independent of the media budget.

9 Success Stories

Rankings, visibility, reach, click-through rates, conversions, and revenue depend on factors beyond OOTO’s control, particularly search engine and platform algorithms, competition, the product, and the market. OOTO makes no guarantees regarding these metrics. Forecasts in proposals, strategies, and reports are estimates based on available data.

10. Prices and Payment

All prices are in Swiss francs and do not include value-added tax. OOTO bills for additional work at the hourly rate specified in the quote, and charges for expenses and third-party costs on an as-incurred basis. OOTO invoices subscriptions monthly in advance.

Invoices are payable in full within 10 days of the invoice date. Upon expiration of this period, the customer is in default without the need for a reminder and owes late payment interest of 5% per year as well as a reminder fee of CHF 30 per reminder. In the event of late payment, OOTO may suspend its services upon written notice until the outstanding invoices are paid; the contract term and the customer’s obligation to pay shall continue during this period. Offsetting against the customer’s counterclaims is excluded unless OOTO has acknowledged them in writing.

11 Accounts, Entries, and Data

Domains, hosting, websites, advertising accounts, analytics accounts, and social media accounts are registered in the customer’s name and remain the customer’s property. OOTO is granted the necessary access rights for the duration of the contract; in the case of advertising accounts, this is typically via OOTO’s administrative account. If OOTO sets up accounts on behalf of the customer, it transfers ownership to the customer no later than the end of the contract.

Upon termination of the contract, OOTO’s access to the customer’s accounts will end. Upon request, OOTO will provide the customer with the data and settings stored in their accounts. OOTO’s internal tools, reports, templates, and working documents will not be disclosed.

The customer is responsible for backing up the data on their website and in their accounts, unless OOTO has expressly assumed this responsibility.

12 Rights of Use

The rights to the work products created by OOTO—in particular, texts, designs, websites, campaigns, and concepts—are transferred to the client upon full payment, to the extent that they are necessary for the agreed-upon purpose. Until full payment is made, these rights remain with OOTO.

Concepts, strategies, analyses, methods, templates, source files, and drafts that are not part of the accepted deliverables remain the intellectual property of OOTO. Rejected drafts and proposals may not be used or disclosed to third parties without OOTO’s consent.

Third-party software, fonts, images, and components are subject to their respective license terms. OOTO will inform the customer of any licenses that require a fee; the customer is responsible for these costs.

13 Network and Involvement of Third Parties

OOTO operates as a network and engages partners and independent professionals to provide services. OOTO remains the sole contracting party with respect to the client and is responsible for the service.

During the term of the contract and for twelve months thereafter, the customer shall not hire or directly engage any partners or professionals from OOTO’s network whom the customer has met in the course of the collaboration without OOTO’s prior written consent. In the event of a breach, the customer shall owe OOTO compensation in the amount of three monthly flat fees, but not less than CHF 10,000.

14 References

OOTO may list the client by name and logo as a reference and showcase the work performed for the client in its portfolio, on its website, in presentations, and on social media. OOTO will only publish confidential figures with the client’s consent. The client may prohibit the use of its name as a reference at any time in writing; OOTO will remove any content that has already been published within 30 days.

15 Confidentiality and Data Protection

Both parties shall treat as confidential any information they receive from the other party in the course of their collaboration that is not publicly available. This obligation shall remain in effect beyond the termination of this agreement.

OOTO processes personal data in accordance with the Swiss Data Protection Act. To the extent that OOTO processes personal data on behalf of the customer—particularly in connection with tracking, analytics, and advertising campaigns—it acts as a data processor. The customer is responsible for ensuring that data processing on its website and in its accounts is lawful, particularly with regard to the privacy policy and consents. OOTO assists the customer in this regard upon request, on a time-and-materials basis.

16 Liability

OOTO is liable for damages it causes intentionally or through gross negligence. In cases of slight negligence, liability is limited to the value of the order in question; for subscriptions, liability is limited to the total of the monthly fees for the last twelve months. Liability for consequential damages, lost profits, data loss, loss of use, and claims by third parties is excluded to the extent permitted by law.

OOTO is not liable for damages resulting from the actions of third parties, in particular those related to platforms, hosting providers, software, or the customer’s content. Liability for agents is excluded to the extent permitted by law.

17 Termination for Good Cause

Either party may terminate the contract without notice if the other party, despite a written warning, breaches a material contractual obligation, becomes insolvent, or has bankruptcy proceedings initiated against it. Payments made up to the date of termination remain due.

18 Force Majeure

Neither party shall be liable for failure to perform its obligations if events beyond its control prevent such performance, including, but not limited to, natural disasters, network and platform outages, government actions, strikes, or war. The affected party shall notify the other party without delay. If the event lasts longer than 60 days, either party may terminate the contract in writing.

19 Changes

OOTO may amend these Terms and Conditions. For active subscriptions, the new version will take effect as of the next renewal date, provided that OOTO has notified the customer at least one month in advance. For projects, the version in effect at the time the contract was concluded applies.

If any provision of these Terms and Conditions is invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely approximates its intended purpose.

20 Governing Law and Jurisdiction

Swiss law shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods and conflict-of-laws provisions. The place of jurisdiction is Solothurn.