General Terms and Conditions (GTC)

General Terms and Conditions (GTC) of Straightline Digital LLC
 

§ 1 Scope and Definition of Entrepreneur
1.1 These General Terms and Conditions (the “GTC”) apply to all current and future business relationships of Straightline Digital LLC, 7901 4th St N, STE 300, St. Petersburg, FL 33702, USA (hereinafter “Contractor”), exclusively with commercial customers (entrepreneurs) whose registered office or habitual residence is in the United States of America.
1.2 An “Entrepreneur” for the purposes of these GTC is any natural or legal person or partnership with legal capacity who, at the time of conclusion of the contract, acts in the exercise of their commercial or independent professional activity. Consumers as defined in 15 U.S.C. § 1602 (i.e., natural persons entering into a legal transaction for purposes which are predominantly neither commercial nor independent professional) are expressly excluded.
1.3 These GTC apply in their version valid at the time of contract conclusion. Conflicting or supplementary terms and conditions of the Customer shall not become part of the contract unless expressly agreed in writing by the Contractor.

 

§ 2 Subject Matter and Scope of Services
2.1 The subject matter of the contract is the provision of digital marketing and optimization services by the Contractor, in particular but not limited to:

• Search Engine Optimization (SEO),

• Search Engine Advertising (SEA),

• Website design and technical maintenance,

• Content creation and management,

• Analysis and reporting (e.g., Google Analytics, conversion tracking),

• Consulting and strategic planning of digital campaigns,

• Google Business Profile optimization and management,

• Creation, optimization, and management of Google Ads campaigns.

2.2 The specific scope, type, quality, duration, and price of services shall be set forth in a separate service agreement, schedule of services, or written order confirmation. Amendments or modifications to the scope of services must be in writing to be effective.
2.3 The Contractor is entitled to engage qualified subcontractors to fulfill its obligations. In such case, the Contractor shall remain responsible and liable to the Customer for proper performance.

 

§ 3 Conclusion of Contract
3.1 Offers by the Contractor are non-binding and subject to change unless expressly stated otherwise.
3.2 A contract is concluded by:
a) written or electronic order by the Customer (e.g., email, fax) and subsequent explicit order confirmation in text form by the Contractor; or
b) signature on a mutually executed written agreement.
3.3 If the Contractor does not accept a Customer’s offer within 7 calendar days, the offer shall be deemed rejected.
3.4 Oral side agreements shall only be effective if confirmed in writing by the Contractor.

 

§ 4 Duties of Cooperation by the Customer
4.1 The Customer shall provide all information, documents, access credentials, materials (including text, images, graphics, videos, licenses) required for performance in a timely, complete, and free of charge manner.
4.2 If the Customer fails to perform its duties, agreed deadlines will be extended appropriately. The Contractor may charge additional fees for extra work arising from the Customer’s delay.
4.3 If the Contractor cannot fulfill the contract due to the Customer’s failure to cooperate despite prior warning, the Contractor may withdraw from the contract; in any case, such failure does not release the Customer from their payment obligations or any other contractual duties.

 

§ 5 Fees and Payment Terms
5.1 Fees shall be based on the prices agreed in the contract or schedule of services. All fees are exclusive of applicable sales tax.
5.2 Unless otherwise agreed, invoices are due for payment within 14 days of the invoice date without deduction.
5.3 In case of default, the Contractor may charge interest of 1.5% per month above the Federal Reserve base rate; further damages may be claimed.
5.4 The Customer may only offset undisputed or legally established claims. Retention is only permissible for claims arising from the same contract.

 

§ 6 Retention of Title and Usage Rights
6.1 Until full payment of all claims arising from the contractual relationship, the Contractor retains title to all deliverables, concepts, source code, and other documents.
6.2 Upon full payment, the Contractor grants the Customer the agreed, unlimited, transferable rights of use. Further sublicensing requires written consent.

 

§ 7 Liability, Warranty, and Disclaimers
7.1 Limitation and Exclusion of Liability
a) Unless mandatory statutory liability exists, the Contractor assumes no liability for any damages.
b) Statutory liability, if unavoidable, is limited to the minimum required by law and the shortest legally permissible time frame.
c) Indirect damages, consequential losses, and lost profits are excluded to the extent permitted by law.
7.2 Warranty
a) The Contractor warrants that the services conform to the agreed specifications at the time of acceptance.
b) Warranty claims lapse 12 months after acceptance of each deliverable.
7.3 Disclaimers
Implied warranties, including merchantability and fitness for a particular purpose, are excluded under Florida law.

 

§ 8 Force Majeure
8.1 Neither party is liable for failure to perform obligations caused by unforeseeable, extraordinary events beyond its control (e.g., natural disasters, war, pandemics, strikes, government measures, IT outages).
8.2 The affected party shall notify the other party in writing immediately upon occurrence and provide details of the event and expected duration.
8.3 If such event prevents performance for more than 60 calendar days, either party may terminate the contract without compensation to the other party.

 

§ 9 Indemnification
9.1 The Customer shall indemnify and hold harmless the Contractor from all third-party claims arising from the Customer’s actions, omissions, or provided content, including but not limited to copyright, trademark, data protection, or personality rights infringements.
9.2 Indemnification covers all reasonable expenses, including attorneys’ fees and court costs.

 

§ 10 Assignment Prohibition
10.1 Assignment or transfer of rights and obligations under this contract to third parties is prohibited unless the Contractor provides prior written consent.
10.2 Any unilateral assignment by the Customer is null and void.

 

§ 11 Written Form and Electronic Communications
11.1 The written form requirement includes text form, particularly email.
11.2 Declarations required in writing or text form under these GTC are deemed received upon arrival at the other party’s premises.

 

§ 12 Data Protection and Security
12.1 The Contractor collects, processes, and uses Customer personal data solely for contract performance and invoicing.
12.2 Personal data will only be disclosed to third parties if necessary for contract fulfillment or legally required.
12.3 The Contractor implements appropriate technical and organizational measures pursuant to the U.S. Privacy Act, Florida Statutes Ch. 501, and related laws (e.g., TLS encryption, access controls, backups).
12.4 The Contractor’s Privacy Policy applies in addition.

 

§ 13 Arbitration
13.1 All disputes arising from or related to this contract, including those concerning its existence, validity, or termination, shall be finally settled by arbitration under the rules of the American Arbitration Association (AAA).
13.2 The seat of arbitration is St. Petersburg, Florida. The tribunal shall consist of a sole arbitrator, and the proceedings shall be conducted in English.
13.3 The arbitral award is final and binding; it may be enforced in any court of competent jurisdiction.

 

§ 14 Export Control
14.1 Performance of services is subject to compliance with applicable U.S. export control regulations, including ITAR and EAR.
14.2 The Customer agrees not to direct services to sanctioned persons or jurisdictions in violation of OFAC or other U.S. sanctions laws.

 

§ 15 Third-Party Services
15.1 If third-party services (e.g., Google Ads, Facebook Business Manager, LinkedIn Campaign Manager, Mailchimp) are used, their respective terms of service and privacy policies apply.
15.2 The Customer is responsible for providing necessary access credentials, licenses, and consents and for complying with third-party terms.

 

§ 16 Place of Performance and Jurisdiction
16.1 Place of performance is the Contractor’s registered office in St. Petersburg, Pinellas County, Florida, USA.
16.2 Exclusive jurisdiction for all disputes arising from or related to this contract is St. Petersburg, Pinellas County, Florida, to the extent legally permissible.
16.3 Florida law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict of law rules.

 

§ 17 Severability
17.1 Should any provision of these GTC be or become invalid, illegal, or unenforceable, the validity of the remaining provisions shall not be affected.
17.2 The invalid provision shall be replaced by a valid one that comes closest to the economic intent; the same applies to contractual gaps.