§ 1 Scope and subject matter
(1) Drip Trading GmbH (hereinafter referred to as “Provider”) provides consulting and optimization services for online presences for clients, in particular through the conception, design, development, and analysis of A/B tests.
(2) These GTC govern the contractual relationships between the Provider and its clients. The subject matter and scope of the services to be provided by the Provider in each individual case are determined by the individual offer or the contract concluded between the parties.
(3) The Provider’s services are directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). The Provider is entitled to request proof of the client’s entrepreneurial status.
§ 2 Conclusion of contract
(1) Offers made by the Provider are non-binding. A contract is concluded upon the client’s acceptance in text form (e.g., via email) of a binding offer from the Provider.
(2) The client shall ensure that the email address provided is correct and that the receipt of emails is technically guaranteed.
§ 2a Electronic declarations of intent and confirmation actions
(1) The client acknowledges that actions performed within the software provided by the Provider, in particular clicking confirmation, approval, or commissioning buttons (hereinafter “confirmation actions”), constitute legally binding declarations of intent. This applies in particular to confirmation actions that are accompanied by an explicit notice regarding the legal effect of the respective action.
(2) Confirmation actions within the meaning of this provision include, in particular:
- the binding commissioning of services,
- consent to paid additional services,
- the approval of operations, orders, or processes,
- the confirmation of contract amendments or extensions, and
- other actions for which the client is informed prior to execution about the binding nature of the action or the costs associated with it.
(3) The Provider shall ensure that, prior to each binding confirmation action, the client is informed in an appropriate manner, in particular by means of a clearly visible notice placed directly next to the respective button, about the legal consequences of the action. A confirmation action shall only have binding effect if such a notice was displayed at the time of confirmation.
(4) By carrying out a confirmation action pursuant to paragraph (1), a binding agreement between the client and the Provider concerning the respective subject matter of performance is concluded. This includes, in particular, the obligation to pay for any chargeable services.
(5) The client is obliged to ensure that confirmation actions are carried out only by persons authorized to do so. Actions performed via the client’s access credentials shall be attributed to the client unless the client proves that the use occurred by unauthorized third parties without the client’s fault.
(6) The Provider shall log all confirmation actions with a timestamp and user identifier. This logging serves as evidence of the declaration of intent made. The client has the right to request access to the log data concerning them.
(7) Any withdrawal from or avoidance of a declaration of intent made by means of a confirmation action shall be governed by the applicable statutory provisions. Services already rendered or initiated shall remain subject to remuneration to the extent permitted by law.
§ 3 Client’s obligations to cooperate
(1) The client shall provide the Provider with all documents, information, and access required for the provision of services in a timely and complete manner.
(2) The Provider’s adherence to performance deadlines is contingent upon the timely and proper fulfillment of the client’s obligations to cooperate. Delays for which the client is responsible shall lead to a corresponding extension of the performance period.
§ 4 Communication and documentation
(1) The client agrees that communications, such as video calls and meetings, may be recorded by the Provider for quality assurance and documentation purposes.
§ 5 Changes in services (change requests)
(1) If the client requests a change to the contractually agreed services, they shall notify the Provider in text form.
(2) The Provider will review the change request and its effects on remuneration and the timeline and will submit a corresponding offer to the client. A change in services only becomes binding upon agreement by both parties in text form.
(3) Changes to tests that have already been approved or are currently running constitute additional work. The Provider is entitled to invoice this additional work at an hourly rate of €100.00 plus VAT, unless otherwise agreed.
§ 5a Allocation of development and design hours
(1) The monthly contingent of Development and Design hours agreed upon in the individual offer (hereinafter “monthly hours”) constitutes an average value calculated over the total duration of the contract, not a fixed entitlement per individual calendar month.
(2) The Provider is entitled to allocate the monthly hours flexibly across the contract period in accordance with project requirements, priorities, and the parties’ mutual agreement. Hours delivered in excess of the monthly contingent in one period may be offset against reduced delivery in a subsequent period, provided that the total hours delivered do not fall below the total contractually agreed hours when measured across the full contract duration to date.
(3) The client’s entitlement is directed at the total volume of hours over the contract term, not at strict monthly delivery of the agreed contingent. A deviation from the monthly contingent in individual months does not constitute a breach of contract, provided the cumulative hours delivered meet or exceed the cumulative contractual obligation.
(4) Upon request, the Provider shall provide the client with a transparent overview of hours delivered per month and cumulatively. Any concerns regarding hour allocation must be raised by the client in text form within 14 days of receiving such an overview; otherwise, the allocation shall be deemed accepted.
§ 6 Client’s content and approval process
(1) The client warrants that the content provided by them is free of third-party rights and does not violate applicable law. The client shall indemnify the Provider against all third-party claims arising from a breach of this obligation.
(2) Work results created by the Provider (e.g., test designs) must be reviewed and approved by the client before their implementation. By granting approval in text form, the client assumes responsibility for the approved work result.
§ 7 Rights of use
(1) The Provider grants the client an exclusive, territorially, temporally, and content-unrestricted right to use and exploit all copyrighted work results created within the scope of this contract.
(2) The transfer of the rights of use is subject to the condition precedent of full payment of the agreed remuneration.
§ 8 Remuneration and payment terms
(1) The remuneration is based on the individual offer. All prices are exclusive of the statutory value-added tax.
(2) Unless otherwise agreed, invoices are due for payment without deduction upon receipt. If the client defaults on payment, the Provider is entitled to charge default interest at a rate of 9 percentage points above the respective base interest rate. The right to claim further damages for default remains unaffected.
(3) If the client is in default of payment, the Provider is entitled to suspend the further provision of services until the outstanding amounts have been paid in full (right to refuse performance). The client’s obligation to pay the remuneration remains unaffected.
(4) If performance-based bonuses are agreed upon in the individual offer, these shall become due upon achievement of the defined milestones. The specific milestones, bonus amounts, and measurement criteria shall be defined in the individual offer.
§ 8a Third-party tools and services
(1) Where the provision of services requires the use of third-party tools or software (e.g., testing tools, analytics platforms), the costs for such tools shall be borne by the client unless otherwise agreed in the individual offer.
(2) The Provider shall not be liable for disruptions, errors, downtime, or limitations caused by third-party tools or services outside of the Provider’s control.
§ 9 Performance guarantee
(1) The following provisions shall apply only if a performance guarantee has been agreed upon in the individual offer.
(2) The specific objectives, the metrics for measuring success, the observation period, and the legal consequences in the event of failure to achieve the objective (guarantee case) shall be defined in the individual offer. Unless specified otherwise, the overall success will be calculated by summing up the relative uplifts of those A/B tests that are considered winners. A test is considered a winner if it achieves a statistical significance of at least 80% based on the frequentist approach.
(3) The validity of the guarantee is conditional upon the client fully complying with their obligations to cooperate and not making any changes that could impair the measurement of success.
(4) If the client limits, delays, or restricts the Provider’s ability to implement measures deemed necessary by the Provider for achieving the guaranteed objective, including but not limited to restricting the number of tests, delaying approvals, or withholding required access or feedback, the guarantee period shall be extended by the duration of such limitation or delay. The Provider shall notify the client in text form if such an extension becomes necessary.
§ 10 Offsetting and right of retention
(1) The client may only exercise a right of retention insofar as it concerns claims from the same contractual relationship.
(2) The client may only offset counterclaims that are undisputed, legally established, or acknowledged by the Provider.
§ 11 Warranty and acceptance
(1) The statutory warranty provisions shall apply to the Provider’s services, subject to the following stipulations.
(2) The Provider’s services qualify as work services (Werkleistungen) and require acceptance. The client is obliged to accept the work as soon as the work result is substantially in conformity with the contract. The approval pursuant to § 6 (2) shall be deemed as acceptance.
(3) Obvious defects must be reported to the Provider in text form within 14 days of discovery. Otherwise, the assertion of warranty claims for these defects is excluded.
(4) In the event of defects, the Provider has the right to two attempts at subsequent performance (Nacherfüllung). If subsequent performance fails, the client is entitled to the further statutory rights.
(5) The warranty period for entrepreneurs is one year from acceptance. Claims for damages pursuant to § 12 of these GTC are excluded from this shortened period.
§ 12 Liability
(1) The Provider shall be liable without limitation for damages resulting from injury to life, body, or health, in cases of intent and gross negligence, and under the Product Liability Act.
(2) In the event of a slightly negligent breach of material contractual obligations, liability shall be limited to the foreseeable damage typical for the contract.
(3) In all other respects, liability for slight negligence is excluded.
§ 13 Term and termination
(1) The contract is concluded for an indefinite period.
(2) If a minimum contract term (e.g., a Proof-of-Concept period) is specified in the individual offer, ordinary termination may be declared during this period but shall not take effect before the expiry of the minimum term. The notice period specified in the individual offer shall apply; if none is specified, a notice period of three months to the end of the month shall apply.
(3) The right to extraordinary termination for cause remains unaffected. Any termination must be in text form.
§ 14 Confidentiality and reference
(1) The parties undertake to maintain strict confidentiality regarding all confidential information of the other party.
(2) The Provider is entitled to use the client’s logo for marketing purposes as a reference. The client may object to this use in text form at any time.
§ 15 Final provisions
(1) The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contractual relationship shall be the Provider’s registered office.
(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected.
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