Terms and Conditions
Please note: This is an English courtesy translation. The contract language is German and the legally binding version is the German Allgemeine Geschäftsbedingungen. In the event of any discrepancy, the German text prevails.
of Stehrer Ventures GmbH (brand: Northstar Media) · Version: September 2026
These terms apply exclusively to entrepreneurs within the meaning of § 1 of the Austrian Commercial Code (UGB). Northstar Media does not provide services to consumers within the meaning of the Austrian Consumer Protection Act (KSchG).
1. Scope
(1) These terms and conditions (”Terms”) apply to all offers, contracts and services of Stehrer Ventures GmbH, Schweidlgasse 36, 1020 Vienna, Austria, FN 572030x (Commercial Court of Vienna), VAT ATU77754459, represented by its managing director Elias Stehrer, trading under the brand Northstar Media (”Northstar Media”), towards its clients (”Client”; Northstar Media and the Client together the ”Parties”).
(2) Northstar Media provides services in particular in search engine optimisation (SEO), Generative Engine Optimization (GEO) and AI visibility, content production, link building and digital PR, technical SEO, tracking and web analytics, reporting, consulting and strategy, website and landing page design, paid media campaigns (in particular Meta Ads and Google Ads) and related digital marketing services.
(3) The contractual relationship is governed conclusively by, in this order of precedence: (a) a separately concluded project or retainer agreement, (b) the offer accepted by the Client including its scope of services, (c) these Terms including Annex 1 (definitions and deliverables). In the event of conflict, the higher-ranking provision prevails.
(4) Deviating, conflicting or supplementary terms of the Client do not become part of the contract, even if Northstar Media does not expressly object to them or performs services with knowledge of them.
(5) These Terms also apply to all future business with the Client without further reference being required. Changes to these Terms only take effect under the procedure set out in clause 18(2).
2. Offers and conclusion of contract
(1) Unless stated otherwise, offers from Northstar Media are valid for 14 days from the date of issue. Northstar Media may withdraw an offer at any time before acceptance.
(2) A contract comes into existence when the Client accepts the offer. Acceptance may be given in writing or in text form, in particular by signature, email, WhatsApp or a comparable unambiguous electronic declaration (for example ”Looks good, please start”, ”Agreed”, ”Please proceed”). The engagement is likewise deemed accepted if the Client accepts performance without objection in knowledge of the offer, or pays the first invoice.
(3) If the Client’s acceptance contains additions, restrictions or deviations from the offer, these only apply if Northstar Media confirms them in text form.
(4) By accepting the offer the Client confirms that it acts as an entrepreneur within the meaning of § 1 UGB and concludes the contract in the course of its business; the Austrian Consumer Protection Act (KSchG) and the Distance and Off-Premises Contracts Act (FAGG) do not apply. The Client further confirms having taken note of these Terms, provided they were referred to in the offer, the contract or pre-contractual communication. The Terms are available at any time at northstarmedia.co/agb and will be sent as a PDF on request.
(5) Changes, additions or extensions to the scope of services (change requests) only take effect once Northstar Media confirms them in text form. Northstar Media may offer additional work before confirmation and invoice it separately once confirmed.
3. Scope of services and performance
(1) The specific scope follows from the accepted offer, a separate contract or an agreement confirmed in text form. The deliverables described in Annex 1 constitute the agreed content of the services unless the offer provides otherwise.
(2) Northstar Media performs its services with professional care and in line with the state of the art in the industry at the time of performance (service character). In the absence of an express agreement to the contrary, no particular result is owed. In particular, Northstar Media does not owe any specific rankings, visibility or traffic figures, any specific number of leads, enquiries, bookings or revenue, indexation by search engines, or inclusion, mention or recommendation in AI systems (for example ChatGPT, Perplexity, Google AI Overviews / AI Mode, Gemini, Claude, Copilot) or comparable platforms.
(3) The Client is aware that search engines, AI systems, advertising platforms and other third parties change their algorithms, models, policies and systems continuously and without notice. Northstar Media has no influence over this. GEO and AI visibility work in particular concerns fast-moving technology whose behaviour is neither predictable nor reproducible.
(4) Northstar Media decides freely on the place, time, order and methodology of performance as well as on the tools, systems and analytical methods used, unless agreed otherwise in text form. Northstar Media may render services in partial deliveries where this is reasonable for the Client.
(5) Northstar Media may use employees, freelancers, subcontractors, technical service providers and other vicarious agents to perform the services.
(6) Northstar Media may adapt the agreed services to technical developments or change them to a reasonable extent, provided the agreed core services are not materially impaired and the change is advantageous or at least reasonable for the Client.
(7) Recommendations, concepts, strategies, audits, briefings and optimisation proposals are a basis for the Client’s decisions. Implementation on the Client’s side, in particular in the CMS, shop system, hosting, booking system, CRM or external tools, is the Client’s responsibility unless Northstar Media has expressly taken it on. What is owed are the agreed deliverables, not a particular number of working hours; Northstar Media is under no obligation to evidence the time, methods or working steps used internally.
(8) Delivery and implementation dates named by Northstar Media are guide values unless expressly designated as binding. Delays caused by missing cooperation, missing access or approvals, late responses, technical problems on the Client’s side or third parties extend the agreed deadlines accordingly.
4. The Client’s duty to cooperate
(1) The Client’s cooperation is a material contractual obligation. The Client provides Northstar Media with all information, content, data, access, approvals and contacts required for performance, free of charge, completely and in good time, and names a contact person authorised to make decisions.
(2) Depending on the project this includes access to the website, CMS, shop system, hosting, Google Search Console, Google Analytics, Google Tag Manager, Google Business Profile, Bing Webmaster Tools, advertising accounts (Meta Business Manager, Google Ads), booking and CRM systems as well as SEO and analytics tools. The Client ensures that access is limited to the scope named by Northstar Media and that Northstar Media receives no access to personal data that is not required for performance.
(3) The Client is solely responsible for the content, accuracy and legal permissibility of all content, information, images, texts, videos, trade marks, logos, data and materials it provides or approves. This concerns in particular copyright, trade mark, personality, data protection, competition, advertising and product labelling law as well as sector-specific requirements. The Client indemnifies and holds Northstar Media harmless against all third-party claims arising from a breach of this duty, including the cost of reasonable legal defence.
(4) For clients in regulated sectors, in particular doctors, dentists, clinics, healthcare providers, pharmacies, financial service providers, lawyers, tax advisors and comparable professions, the Client alone is responsible for ensuring that published content and advertising comply with the applicable professional, advertising and medicinal advertising rules. Northstar Media points out concerns where it recognises them but is under no obligation to carry out any legal, medical, professional or tax review.
(5) The Client is solely responsible for backing up its data and systems. Northstar Media assumes no obligation to create backups and is not liable for the loss of data provided by the Client or stored on the Client’s systems.
(6) If the Client delays its cooperation, Northstar Media may perform the affected services correspondingly later. The Client’s payment obligation remains unaffected. Where the missing cooperation makes it necessary to produce a deliverable again (for example rewriting a text after material information arrives late), this counts as an additional deliverable under clause 5(5).
(7) If, despite a request in text form setting a deadline of at least 14 days, the Client fails to provide the necessary information, access or approvals, Northstar Media may nevertheless invoice the agreed monthly budget in full, since the corresponding capacity was reserved. Unused allowances (for example topics, texts, backlinks) expire at the end of the respective contract month unless agreed otherwise.
(8) Non-solicitation. During the term of the contract and for twelve (12) months after it ends, the Client undertakes not to employ, engage or solicit, directly or indirectly, any employee, freelancer, subcontractor or other vicarious agent used by Northstar Media in the course of the cooperation, without Northstar Media’s prior consent in text form. A breach carries a contractual penalty of EUR 10,000.00 net per breach; the right to claim further damages is reserved. The judicial right of mitigation remains unaffected.
5. Fees
(1) The Client pays the fee agreed in the offer or contract without deduction. All prices are in euros, net, plus statutory VAT, unless expressly stated otherwise.
(2) Ongoing retainers (monthly budget). For ongoing work, the monthly budget defined in the offer is the binding basis for invoicing. It covers the deliverables agreed per contract month in the offer and is invoiced at a constant amount regardless of the internal time spent. The monthly budget can only be increased or reduced with the consent of both Parties in text form.
(3) Project work (one-off fee). For one-off project work (for example a landing page, campaign setup, audit or website build) the fee is agreed as a fixed price. Unless the offer provides otherwise, 50 % of the fixed price falls due as a deposit upon conclusion of the contract and invoicing; work begins once the deposit has been received. The remaining 50 % falls due when the finished result is submitted for approval, irrespective of when the Client approves or publishes it.
(4) Media spend for Meta Ads, Google Ads or other platforms is not part of the fee. It is paid by the Client directly to the platform and billed through the Client’s own advertising account.
(5) Northstar Media does not bill by time spent but by deliverables. Work outside the agreed scope, in particular additional topics, texts, backlinks, landing pages, creatives or rounds of revisions as well as subsequent changes to results already approved, is offered as additional deliverables at the price per deliverable named in the offer and is only carried out once commissioned in text form. Where the offer contains no price for a deliverable, Northstar Media submits a separate offer in advance.
(6) External costs, in particular for stock media, AI image generation, software licences, plugins, themes, hosting, domains, backlink placements with publishers and other third-party services, are not included in the budget unless expressly included in the offer. They are notified to the Client in advance, commissioned only with the Client’s consent in text form and passed on without mark-up unless agreed otherwise.
(7) Index-linking. Northstar Media may adjust ongoing fees once per calendar year, at the earliest twelve (12) months after the start of the contract, in line with the change in the consumer price index published by Statistics Austria (CPI 2020 or its successor). The adjustment is communicated to the Client in text form at least four (4) weeks before it takes effect. Where the increase exceeds 5 % of the previous fee, the Client has a special right of termination effective on the date the increase takes effect, to be exercised in text form within 14 days of receiving the notice.
6. Invoicing, payment and default
(1) Ongoing retainer work is invoiced monthly in arrears at the end of each contract month. When a retainer is commissioned for the first time (new clients), 50 % of the monthly fee is invoiced as a deposit upon conclusion of the contract; work begins once the deposit has been received. The remaining 50 % is invoiced at the end of the first contract month. Project work is governed by clause 5(3). Northstar Media may send invoices electronically.
(2) Invoices are due without deduction within seven (7) days of the invoice date unless the offer provides otherwise. Payments count as made only once received in Northstar Media’s account. Incoming payments are applied first to costs, then to interest and finally to the oldest outstanding principal claim.
(3) In the event of late payment the Client owes default interest of 9.2 percentage points above the applicable base rate (§ 456 UGB) and the flat-rate collection cost of EUR 40.00 (§ 458 UGB). Northstar Media may further charge reminder fees of EUR 10.00 (first reminder), EUR 20.00 (second reminder) and EUR 40.00 (final reminder with notice of debt collection) as well as the necessary and appropriate costs of a debt collection agency or lawyer. The flat rate under § 458 UGB is offset against these reminder fees. A simple payment reminder is free of charge.
(4) The Client may only set off counterclaims or withhold payments due where the claims are undisputed or have been established by a final court decision.
(5) Northstar Media may set off all claims against the Client arising from different contracts against each other.
7. Suspension of services in the event of late payment
(1) If the Client is more than seven (7) days late with a payment, Northstar Media may, after giving notice in text form with a grace period of three (3) working days, suspend all ongoing services, including reporting, communication, content production, campaign management, hosting of landing pages and access to dashboards, until all outstanding amounts have been settled in full.
(2) The Client’s payment obligation, in particular the agreed monthly budget for the entire minimum term or until the next possible ordinary termination date, continues during the suspension; expenses demonstrably saved by Northstar Media as a result of the suspension, in particular third-party costs not incurred, are credited. Once all outstanding amounts have been settled, the deliverables not rendered during the suspension are made up where this still makes sense and is reasonable. Agreed deadlines are extended by the duration of the suspension.
(3) Northstar Media is not liable for disadvantages arising from a justified suspension, in particular not for losses in rankings, visibility or traffic, for paused or discontinued campaigns, for lost enquiries or revenue, or for technical consequences.
(4) In the event of repeated late payment (more than twice within twelve months), Northstar Media may render future services only against advance payment or terminate the contract for good cause.
8. Term, termination and cancellation
(1) The contractual relationship begins when the offer is accepted, unless a different start date is agreed.
(2) Ongoing SEO, GEO, content, link building, digital PR, tracking, reporting, paid media and consulting services are concluded with a minimum term of six (6) months unless agreed otherwise. The minimum term is objectively justified, since experience shows that SEO and GEO work only produces measurable effects after several months. Ordinary termination is excluded during the minimum term.
(3) After the minimum term the contract continues for an indefinite period and may be terminated by either Party with three (3) months’ notice to the end of a month.
(4) Project contracts with a one-off scope end once the services have been fully rendered or once an agreed support phase expires, without any need for termination.
(5) Cancellation. An offer accepted by the Client may only be cancelled with Northstar Media’s consent in text form. Where cancellation occurs before work begins, Northstar Media may charge 30 % of the agreed fee as a flat-rate compensation (for ongoing contracts: the fee for the minimum term; for ongoing contracts without a minimum term: the fee up to the next possible ordinary termination date, but at least the fee for one contract month). Where cancellation occurs after work has begun, the services rendered up to that point and the third-party costs already incurred are payable in full. The Client is free to prove that the actual loss was lower.
(6) Termination requires text form and takes effect on receipt. An email to office@northstarmedia.co or to the email address named in the contract is sufficient. Northstar Media confirms receipt in text form.
(7) The right of either Party to terminate for good cause remains unaffected. Good cause for Northstar Media exists in particular where the Client remains in default of payment despite a reminder and grace period, permanently refuses to cooperate despite being asked, demands unlawful content or measures, breaches material contractual obligations, publicly disparages Northstar Media or its staff, or where the relationship of trust is lastingly damaged. Either Party may also terminate if insolvency proceedings are opened over the other Party’s assets or dismissed for lack of funds, or if the other Party ceases trading.
(8) Where Northstar Media terminates for good cause attributable to the Client, the claim to the fee continues until the end of the minimum term or until the next possible ordinary termination date, as far as legally permissible; saved expenses are credited. Where the Client rightfully terminates for good cause attributable to Northstar Media, it owes the fee only for the deliverables rendered up to the point termination takes effect; advance payments beyond that are refunded pro rata.
(9) After the contract ends, Northstar Media is under no obligation to provide further support, maintenance, monitoring or upkeep of the services rendered. The Client withdraws the access granted to Northstar Media; tool accounts, tracking setups or hosting services set up by Northstar Media may be discontinued without separate agreement. Personal data of the Client received by Northstar Media in the course of the cooperation is deleted within thirty (30) days of the end of the contract or returned on request, unless statutory retention obligations apply; details are governed by the data processing agreement.
9. Approvals and publication
(1) Northstar Media submits results requiring approval (for example texts, briefings, landing pages, advertisements, technical changes) for review. They count as approved if the Client expressly confirms them or does not raise reasoned objections in text form within ten (10) working days of submission. If the Client grants Northstar Media a general approval in text form (for example ”you can publish without my review”), all results covered by it count as approved from that point without separate submission and may be published or implemented directly by Northstar Media until the Client revokes that general approval in text form. The Client’s responsibility under clauses 4(3) and 4(4) remains unaffected.
(2) The rounds of revisions included in the scope follow from the offer or Annex 1. The Client’s feedback is to be submitted in one batch per round. Further rounds of revisions and changes to results already approved are additional deliverables under clause 5(5).
(3) Once approval is given, Northstar Media may publish content, run campaigns, implement technical changes or carry out other agreed measures, to the extent covered by the scope of services.
(4) The Client regularly checks its website, advertising accounts and systems during and after the cooperation for irregularities and reports anything unusual to Northstar Media without delay.
10. Rights in the results and intellectual property
(1) Northstar Media grants the Client a non-exclusive, non-transferable, non-sublicensable licence, unlimited in territory and time, to use the results created in the course of the cooperation and paid for in full, for the purpose provided for in the contract, in particular for the Client’s own website, its own advertising accounts and its own corporate communication.
(2) Results are in particular texts, drafts, briefings, concepts, strategies, analyses, audits, reports, keyword mappings, page structures, graphics, landing pages, advertisements (creatives), tracking concepts and other project-related output.
(3) Until payment in full, use is permitted only revocably. In the event of late payment, Northstar Media may revoke the use of results not yet paid for, for the duration of the default.
(4) Any exploitation, transfer, sublicensing, rental or adaptation going beyond the purpose of the contract, in particular reselling briefings, templates or concepts, requires Northstar Media’s consent in text form.
(5) Methods, processes, templates, checklists, prompt structures, reporting logic, dashboards, analytical procedures, GEO frameworks, software, internal documentation and other know-how of Northstar Media remain its exclusive property. The Client receives only the rights of use necessary to use the results.
(6) Northstar Media may make anonymised use elsewhere of general insights gained in the course of performance that do not relate specifically to the Client.
(7) Where Northstar Media acquires licences for stock media, fonts, plugins, software or other third-party services, the licence terms of the respective provider apply in addition. The Client is responsible for complying with them where the use is by the Client.
(8) Backlinks, guest articles and PR placements created in the course of link building or digital PR work remain with the Client or the respective publisher after the contract ends. Northstar Media has no influence over whether they remain in place and is under no obligation to maintain or restore them after the contract ends.
(9) Under current law, content produced wholly or predominantly by AI systems is generally not protected by copyright. Northstar Media gives no warranty that results are capable of copyright protection, that third parties will not produce identical or similar content, or that there is any exclusivity in AI-generated content.
11. Use of AI systems and labelling
(1) Northstar Media uses artificial intelligence systems (for example ChatGPT, Claude, Gemini, Perplexity, image and video generators) for research, analysis, conception and the production of content, in particular texts, images, videos and edits. Results are professionally reviewed and edited before submission. The Client agrees to the use of AI systems.
(2) Personal data of the Client’s website visitors, users and customers is not entered into AI systems; analysis and production work is carried out with aggregated, anonymised or non-personal data. Contact details of the Client’s contact persons may be processed in the communication and organisation tools used by Northstar Media, including those with AI functions. The Client is aware that some of the AI systems and tools used by Northstar Media are operated by providers established outside the EEA, in particular in the USA; where personal data is processed in this context, it takes place on the basis of appropriate safeguards under Chapter V GDPR and is governed by the data processing agreement.
(3) The Client has been informed of the transparency and labelling obligations for AI-generated and AI-manipulated content under Regulation (EU) 2024/1689 (the AI Act, in particular Article 50). The decision whether and how published content is labelled rests with the Client on its own responsibility. Where labelling is omitted at the Client’s request or decision, this is at the Client’s sole risk; the Client indemnifies and holds Northstar Media harmless, as far as legally permissible, against all resulting third-party claims and against costs incurred by Northstar Media in connection with official proceedings concerning the omitted labelling.
12. References and case studies
(1) From the start of the cooperation, Northstar Media may name the Client as a reference and use its name, brand, logo, sector, website and a general description of the services rendered on its own website, in offers, presentations, pitches, social media and other marketing material.
(2) Northstar Media may further produce and publish case studies and accounts of results about the project (for example before-and-after comparisons, growth rates, screenshots from Google Search Console, Google Analytics, SEO and GEO tools). Traffic, ranking, visibility, conversion and lead data, enquiry and booking figures as well as the measures implemented and the periods involved may be presented in relation to the project and naming the Client.
(3) Specific revenue figures or revenue estimates clearly attributable to the Client are named in publicly accessible material only with the Client’s consent in text form; without such consent they are anonymised, rounded or presented only as a percentage development. In non-public material (offers, pitches, presentations in individual meetings) they may be used where they are apparent from jointly used tracking, analytics, CRM or booking systems or were provided by the Client.
(4) The Client may object at any time in text form, with effect for the future, to being named as a reference and to the publication of case studies. Northstar Media removes publicly accessible mentions within a reasonable period; non-public material already produced, printed materials and anonymised presentations remain unaffected.
(5) Information constituting the Client’s trade or business secrets within the meaning of clause 15 does not count as reference or case study content. Data apparent from publicly accessible sources or from generally available SEO, analytics or AI visibility tools is not a trade secret.
13. Warranty
(1) Northstar Media warrants that the agreed services are performed by appropriately qualified people with professional care and within the agreed scope. No warranty is given for fitness for a particular purpose, for a particular effect, or for the results named in clause 3(2).
(2) Northstar Media gives no warranty for the accuracy, completeness or timeliness of third-party data (for example search volume, ranking, traffic or AI visibility data from tools and platforms).
(3) The Client must examine results without delay after submission and notify defects in text form within ten (10) working days, describing them precisely; otherwise the service counts as approved. The burden of proving that a defect existed at the time of performance rests with the Client.
(4) No warranty applies where defects are due to changes or interventions by the Client or third parties, technical problems or system changes on the Client’s side, plugins, updates, platform changes, algorithm or AI model updates, or other circumstances not caused by Northstar Media.
(5) In a warranty case, Northstar Media is first entitled to remedy or replace. Only where this fails or is unreasonable may the Client claim a price reduction or, in the case of defects that are not merely minor, rescission. The Client supports Northstar Media within reason in remedying defects.
(6) Where it turns out that there is no defect but a change or extension is desired, this counts as an additional deliverable under clause 5(5).
(7) Warranty claims must be brought before a court within twelve (12) months of performance.
14. Liability
(1) Northstar Media is liable for damage, on whatever legal basis, only in cases of intent or gross negligence. Liability for slight negligence is excluded, except in the case of personal injury. The burden of proving gross negligence rests with the Client.
(2) As far as legally permissible, liability is excluded for lost profit, savings not achieved, indirect damage, consequential damage, reputational damage, loss of data, losses of revenue, rankings, traffic, visibility and conversions, and for third-party claims.
(3) Northstar Media is in particular not liable for (a) changes, blocks, restrictions, rejections or policy decisions by search engines, AI systems, advertising platforms (for example Meta, Google), tools, APIs, hosting or CMS providers; (b) content, materials and information provided, approved or requested by the Client; (c) damage arising because the Client does not implement recommendations, notices, technical requirements or duties to cooperate, or does so late or incompletely, unless the Client proves that the damage would have occurred even if they had been observed.
(4) Northstar Media’s liability is limited in amount, per incident and in total per contract year, to the fee actually paid by the Client in the twelve (12) months before the damage occurred, and for project contracts to the agreed project fee.
(5) Claims for damages must be brought before a court within twelve (12) months of becoming aware of the damage and the party causing it, failing which they lapse.
(6) The above limitations also apply in favour of Northstar Media’s employees, subcontractors and vicarious agents.
15. Confidentiality
(1) The Parties treat as confidential all trade and business secrets obtained in the course of the cooperation, as well as information of the other Party marked as confidential or recognisably confidential, and use them exclusively for the purposes of the cooperation. This obligation continues for three (3) years after the contract ends.
(2) Excluded is information that is publicly known or becomes public without breach of this duty, that was demonstrably already known to the receiving Party or was lawfully made available by third parties, or that must be disclosed by law or by order of a court or authority.
(3) The Parties impose corresponding obligations on their employees, subcontractors and advisors.
16. Data protection
(1) The Parties comply with the applicable data protection rules, in particular the GDPR and the Austrian Data Protection Act (DSG).
(2) Where Northstar Media processes personal data on behalf of the Client (for example when accessing analytics, CRM, booking or advertising accounts), the Parties conclude a data processing agreement under Article 28 GDPR; Northstar Media provides a template for this. The Client remains the controller within the meaning of the GDPR.
(3) The Client is responsible for ensuring that its websites, landing pages, tracking setups, cookie banners, consent mechanisms and privacy policies meet the legal requirements. Northstar Media points out shortcomings where it recognises them but does not owe any legal review.
(4) Information on how Northstar Media itself processes personal data can be found in the privacy policy at northstarmedia.co/datenschutz.
17. Force majeure
(1) For the duration and to the extent of an event of force majeure, Northstar Media is released from its obligation to perform without any claims arising for the Client. Force majeure includes in particular natural disasters, pandemics, war, terrorism, strikes, official measures, power and internet outages, cyber attacks and the failure or material disruption of data centres, platforms, search engines, AI systems, APIs, hosting providers or payment service providers.
(2) Agreed deadlines are extended accordingly. Payment obligations for services already rendered remain unaffected. Where Northstar Media is unable to render ongoing retainer services due to force majeure for more than thirty (30) days, the ongoing fee is suspended pro rata from the 31st day for the duration of the impediment.
(3) Where the event lasts longer than sixty (60) days, either Party may terminate the contract extraordinarily in text form. Services already rendered are payable pro rata.
18. Final provisions
(1) Changes and additions to individual contracts require text form (email is sufficient). This also applies to any waiver of this formal requirement.
(2) Northstar Media may change these Terms with effect for the future where this is necessary for legal, technical or economic reasons and does not unreasonably disadvantage the Client. Amended Terms are communicated to the Client in text form at least six (6) weeks before they take effect. If the Client does not object in text form within four (4) weeks of receipt, the amended Terms count as accepted; the notice draws separate attention to this consequence. If the Client objects, the previous Terms continue to apply and Northstar Media may terminate the contract extraordinarily with effect from the date the change was to take effect.
(3) The Client may transfer rights and obligations under the contract to third parties only with Northstar Media’s consent in text form. Northstar Media may transfer the contract to an affiliated company or a legal successor.
(4) Where Northstar Media fails to exercise a right or delays doing so, this does not count as a waiver of that right.
(5) Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.
(6) The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship, including the pre-contractual and post-contractual phases, is the competent court in Vienna. Northstar Media is additionally entitled to sue the Client at its general place of jurisdiction.
(7) Should individual provisions of these Terms be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a valid rule that comes closest to its economic purpose.
(8) The contract language is German. These Terms replace all earlier versions.
Annex 1 – Definitions and deliverables
The following definitions and descriptions constitute the agreed content of the services unless the offer or contract provides otherwise. They set out what the Client receives with a deliverable, and what it does not.
A. Definitions
Website: all web pages of the Client reachable under an agreed domain.
Web page / page: a single page of the website with its own URL.
Keyword: a word or combination of words that, according to standard industry tools, users enter into search engines.
Prompt: a question or input that users enter into an AI system (for example ChatGPT, Perplexity, Google AI Mode) and whose answer is checked for mentions of the Client or its competitors.
AI visibility: the extent to which the Client, its brand or its website is named, cited or linked in answers from AI systems.
Backlink: a link from an external website to the Client’s website.
Publisher: the operator of an external website on which a guest article or backlink is published.
Text form: any legible declaration on a durable medium, in particular email or messenger message, without any requirement of a signature.
Contract month: the respective billing month of an ongoing retainer, beginning with the start of the contract.
Round of revisions: one batch of feedback from the Client on a result and its single incorporation by Northstar Media.
B. Deliverables – SEO and GEO
Kickoff: a single, time-limited meeting (virtual or in person) at the start of the cooperation to align on goals, priorities, access and processes.
Topic research: the data-led selection and prioritisation of topics for new or existing pages, in particular using Google Search Console, SEO tools, AI Overviews and competitor analysis. The number of topics per contract month follows from the offer. Unused topics expire at the end of the month.
Briefing: a document with the target keyword or keywords, the search intent, the page structure, the questions to answer, the underlying data and notes on implementation for one page. The format is agreed at the start of the cooperation. Implementing the briefing is not included unless agreed as a separate deliverable.
Draft: a draft text based on a briefing, delivered as a Google Doc or Word document. A draft is a complete rough version to be reviewed, supplemented and finalised by the Client. One (1) round of revisions is included.
Text: a final text optimised for defined keywords and search intent, including title tag and meta description, delivered as a Google Doc or Word document. Up to two (2) rounds of revisions are included.
Refresh: the editorial reworking of an existing text on the basis of current data. Treated as a text.
CMS placement: the one-off entry of an approved text into the Client’s CMS or shop system including basic formatting (headings, paragraphs, internal links, meta data). Publication follows the Client’s approval; responsibility for the published content rests with the Client.
SEO audit: a document with recommendations on technical, editorial and structural aspects of the website or part of it. Implementation is not included.
Content gap analysis: a comparison of the website with up to four (4) defined competitors in terms of topics, keywords and page types, including a prioritised list of missing content. There is no entitlement to updates.
Relaunch support: SEO support for a website relaunch, domain or CMS change within the agreed period: an inventory of existing URLs, rankings and backlinks, a redirect mapping, requirements for page structure, internal linking and meta data, a review of the staging environment before go-live and one check after go-live. The technical implementation (redirects, development, migration) rests with the Client or its agency unless agreed as a separate deliverable. Temporary fluctuations in rankings or traffic during a relaunch cannot be ruled out (clause 3(2)).
Technical website monitoring: ongoing observation of technical changes to the website using a tool chosen by Northstar Media. The Client is informed where Northstar Media considers action necessary.
GEO optimisation: work to improve AI visibility, in particular structured content, answer formats, entity and source building as well as recommendations on page structure and schema markup. No particular mention in AI systems is owed.
GEO prompt tracking: the regular checking of a number of prompts defined in the offer, in defined AI systems, for mentions of the Client and its competitors, using a tool chosen by Northstar Media. Results are presented in the reporting. AI answers are not deterministic; individual queries may differ.
Backlink placement: the targeted acquisition of a backlink from an external website to the Client’s website, depending on the offer as a guest article, listicle entry, link insertion or editorial mention. Publishers are selected at Northstar Media’s professional discretion within the quality criteria defined in the offer. Publisher costs are third-party costs under clause 5(6) unless included in the offer. Northstar Media has no influence over the timing of publication or whether the placement remains in place.
Guest article / listicle: a text containing a link to the Client’s website, submitted to a publisher for publication. Editorial changes by the publisher are possible and are outside Northstar Media’s control.
Reporting: a monthly report on the services rendered in the contract month and the development of the agreed metrics, depending on the offer as a video (Loom), PDF or dashboard. Data sources and metrics are determined by Northstar Media.
SEO performance dashboard: an online dashboard provided by Northstar Media with selected metrics. Access exists for the duration of the contract. There is no entitlement to a particular set of features, a particular availability or a particular delivery date.
Point of contact: the availability of a named contact at Northstar Media for professional questions within the scope of services, usually by email or messenger during business hours. Ongoing consulting beyond the agreed budget is not included.
C. Deliverables – websites, landing pages and paid media
Website build: the design and implementation of a website within the agreed scope (number of pages, design template or theme, features per the offer) on the agreed CMS. Texts, images, logos and other content are provided by the Client unless agreed as separate deliverables. Up to two (2) rounds of revisions are included; acceptance is governed by clause 9. Hosting, domain, licences, maintenance and updates are third-party costs or separate deliverables. The Client is responsible for the legally required content (imprint, privacy policy, cookie banner) under clause 16(3).
Landing page: a single page created for a defined purpose (for example an advertising campaign) with text, structure and a call to action. Up to two (2) rounds of revisions are included. Hosting by Northstar Media is included only for the period named in the offer; continued operation after that requires a separate agreement. The Client’s existing website remains unchanged.
Campaign setup: the creation and publication of the number of campaigns, ad groups and ads named in the offer in the Client’s advertising account. How these are distributed across campaigns and ad groups is at Northstar Media’s professional discretion. Raw material, in particular videos and photos, is provided by the Client unless agreed otherwise.
Creatives: the number of ad creatives (image, video, text) named in the offer. One (1) round of revisions before go-live is included. New creatives during the support phase are not included.
Campaign management: the ongoing monitoring and steering of advertising campaigns for the period named in the offer, in particular pausing unprofitable ads, shifting budget, adjusting bids and audiences, and reporting. The media spend is not included. After the support period ends, the campaigns may continue unchanged in the Client’s account.
Tracking setup: the implementation of conversion tracking (for example Meta Pixel, Google Tag, GA4 events) within the agreed scope. The Client is aware that platforms restrict the transmission of conversion data for certain sectors, in particular healthcare, and that complete technical measurement is then not possible; in those cases the most important indicator is the Client’s own feedback on how enquiries and bookings are actually developing.