General Terms and Conditions

Digitale Marketing Academy Anika Tüngerthal
Digitale Marketing Academy
Scanbox 22770
Ehrenbergstraße 16a
10245 Berlin
Germany

Represented by: Anika Tüngerthal

Contact Digitale Marketing Academy:

Phone: +49 3581 667 32 42

Fax: +49 3581 876 81 93

Email: [email protected]

VAT ID: DE355228348

hereinafter: "Provider"

General part

Scope and subject matter

These General Terms and Conditions (GTC) apply to all contracts concluded between the Provider and the Customer.

Terms and conditions of the Customer that deviate from these GTC shall not apply unless the Provider and the Customer have expressly agreed to them.

The Provider's range of services includes, in particular and among other things, the creation and development of websites, social media content and other digital content, as well as consulting on customer acquisition in this regard.

The services agreed in detail result from the contract individually concluded between the Provider and the Customer.

The term "website" in these GTC includes all forms of websites, such as online shops.

The Provider is entitled to subcontract the necessary services in its own name and for its own account to subcontractors, who in turn may also use subcontractors. The Provider remains the Customer's sole contractual partner. The Provider will not use subcontractors if it is apparent to the Provider that doing so would conflict with the Customer's legitimate interests.

Conclusion of contract

If the Customer wishes to use the Provider's services, the Customer first submits a request to the Provider with as precise a description as possible of the desired services. This request constitutes an invitation to the Provider to submit an offer. The Provider will examine, to the best of its knowledge and belief, whether the Customer's wishes described in the request are complete, unambiguous, feasible, free of contradictions and suitable for the desired form of implementation, and will prepare an offer on this basis. However, the Provider will not carry out a legal review of the Customer's wishes. A contract between the Provider and the Customer is only concluded once the Customer accepts the Provider's offer.

If the Provider's offer contains drafts, samples or design proposals but no contract is concluded, the Customer has no claim to the handover of the drafts, samples, design proposals or, where applicable, the associated source code, copies, etc. In this case, the Customer must delete, destroy and/or return all copies to the Provider.

Customer's obligations to cooperate

The Customer is obliged to name a contact person to the Provider who will accompany the project and who is authorized to make legally binding declarations. The Provider will likewise name such a contact person to the Customer.

If the conclusion of a data processing agreement (DPA) pursuant to Art. 28 GDPR is required for individual services, both contracting parties undertake to conclude such an agreement before the provision of the relevant services begins. As a rule, the DPA is to be provided by the Provider.

The Customer is obliged to provide the information, data (e.g. for the legal notice/Impressum), works (texts, images, layouts, graphics, etc.) and access credentials to be made available for the purpose of fulfilling the order completely, on time and correctly.

The Customer is responsible for procuring the material for the design of the websites and other works (e.g. graphics, texts), unless the Provider and the Customer have expressly agreed otherwise. If the Customer does not provide the material or does not provide it in time, and also does not give any further instructions, the Provider is entitled, at its own discretion and in compliance with copyright attribution requirements, to use image material from common providers (e.g. stock photo providers) or to fill the corresponding parts of the website with a placeholder.

If the Customer provides (necessary) cooperation or input late, the Provider shall not be liable for any resulting delays in the implementation of projects.

If the Customer provides the Provider with texts, images or other content as part of the order, the Customer is responsible for ensuring that this content does not infringe the rights of third parties (e.g. copyrights). The Provider is not permitted by law to provide legal advisory services to the Customer. In particular, the Provider is neither obliged nor entitled to examine the Customer's business model and/or the works created or acquired by the Customer (texts, images, layouts, graphics, etc.) for their compatibility with applicable law, and in particular will not carry out trademark searches or other checks for conflicts with intellectual property rights in relation to the works provided by the Customer. If the Customer gives specific instructions regarding the work to be produced, the Customer shall be liable for them.

If the Customer fails to fulfill its obligations under this section, the Provider may invoice the Customer for the resulting time and effort (e.g. costs for stock photos and the time spent searching for them).

Acceptance

The Provider is entitled to request acceptance of work performances in writing. The Customer only owes written acceptance if the Provider requests it. The acceptance provisions of the German Civil Code (BGB) otherwise remain unaffected.

The Provider and the Customer set the acceptance period within the meaning of Section 640(2) sentence 1 BGB at 2 weeks from notification of the completion of the work, unless a longer acceptance period is required in an individual case due to special circumstances, in which case the Provider will notify the Customer separately. If the Customer does not respond within the acceptance period or does not refuse acceptance due to a defect, the work shall be deemed accepted.

Remuneration

The Provider and the Customer conclude an individual agreement on the remuneration for the order, which is generally based on the offer.

The Provider is entitled to adjust its prices regularly to the extent that its own costs for providing the service increase. Customers with existing contracts will be notified of the price adjustment by email at least one month before the change takes effect. If the Customer does not object within the period set in the notice of change, this shall be deemed consent. The notice of the intended price adjustment will point out the period and the consequences of an objection or the absence of one. If the Customer objects to the price adjustment, the Customer's contract will be terminated extraordinarily as of the date on which the price adjustment takes effect.

Contract term for continuing obligations

Subject to deviating provisions within and outside these GTC, continuing obligations (e.g. maintenance contracts) have a minimum term of 12 months. The notice period is 3 months. If the contract is not terminated in due time before the end of the term, it is automatically extended by a further 12 months. The right to extraordinary termination for good cause remains unaffected.

Warranty for defects, liability and indemnification

An insignificant defect does not give rise to any claims for defects. The choice of the type of subsequent performance lies with the Provider. The limitation period for defects and other claims is one (1) year; this shortened limitation period does not apply to claims resulting from intent, gross negligence or injury to life, body or health caused by the Provider. The limitation period does not start anew if a replacement delivery is made as part of the liability for defects. Otherwise, the statutory warranty for defects remains unaffected.

The Provider's liability for all damages is limited as follows: In the event of a slightly negligent breach of an essential contractual obligation ("cardinal obligation"), the Provider's liability is limited in amount to the damage that was foreseeable and typical for the contract at the time the contract was concluded. Cardinal obligations are obligations whose fulfillment makes the proper performance of the contract possible in the first place and on whose compliance a party may regularly rely. This limitation of liability does not apply in the case of gross negligence or intentional conduct, or in the case of mandatory statutory liability, in particular when a guarantee has been given or in the event of culpable injury to life, body or health. The above liability provision also applies with regard to the Provider's liability for its vicarious agents and legal representatives.

The Customer shall indemnify the Provider against all claims asserted by third parties against the Provider on the basis of the Customer's violations of these GTC or of applicable law.

Services for websites

Creation of websites using agile methods

Websites are created using agile methods unless the Provider and the Customer have expressly agreed otherwise.

The subject matter of contracts concluded between the Provider and the Customer for the creation of websites is, as a rule, the development of new websites or the extension of existing websites (e.g. integration of new interfaces), taking into account the technical and/or design specifications of the Customer. Contracts concluded between the Provider and the Customer for the creation of websites are contracts for work and services (Werkverträge) within the meaning of Sections 631 et seq. BGB.

Unless the Provider and the Customer have agreed otherwise, the websites created are optimized for mobile devices.

Unless otherwise agreed, the websites created are optimized for all common browsers in their respective current versions (in each case the last two versions of the browser).

The examination or procurement of rights, the procurement of tools (e.g. statistics) or certificates (e.g. SSL/TLS), or the provision of source code, development, application or other additional documentation shall only be provided by the Provider if this has been expressly agreed in an individual contract.

After completion of the website, the Provider will ask the Customer to accept the website.

The Customer can access the development site at any time and contribute requests, provided these are covered by the originally agreed scope of services. Such adjustments become part of the original contract if the Provider and the Customer agree in text form (e.g. by email). Otherwise, the Provider is only obliged to produce the functions/items listed in the contract or to provide the agreed service (e.g. maintenance). Services going beyond this must be agreed and paid for separately.

If the Customer does not use hosting services from the Provider for the new website but from third-party providers, the Provider assumes no responsibility for the respective servers and their configuration, the data lines and/or the availability of the website.

If the Provider and the Customer have not agreed on additional maintenance and support services, the Customer alone is responsible for the technical upkeep and currency of the website after acceptance. The Provider is not liable to the Customer for any security vulnerabilities that are exploited by third parties for unlawful purposes (hacking) due to the use of outdated software.

Creation of websites using a requirements specification and functional specification

If the creation of a website using a requirements specification (Lastenheft) and functional specification (Pflichtenheft) has been agreed, the following applies in deviation from the previous section:

In addition to the agreements concluded individually between the Provider and the Customer, the scope of the services to be provided by the Provider is determined by a detailed requirements specification prepared by the Customer. The Provider will examine, to the best of its knowledge and belief, whether the Customer's ideas described in the requirements specification are complete, unambiguous, feasible and free of contradictions. However, the Provider will not carry out a legal review of the Customer's wishes. Should the Provider recognize that the specifications contained in the requirements specification are not suitable for the creation of a website, the Provider will notify the Customer of this without delay and submit a corresponding proposal for supplementing and/or adapting the requirements specification. In this case, the Customer will comment in writing on the Provider's proposals regarding the requirements specification within a reasonable period and finally confirm the contents of the requirements specification to the Provider in writing in a binding manner. Once the Provider and the Customer agree on the requirements specification, its contents become part of the contract.

On the basis of the requirements specification, the Provider prepares a functional specification which in particular describes the professional-technical and/or design implementation of the specifications contained in the requirements specification. After its completion, the Provider submits the functional specification to the Customer for acceptance. The Customer is entitled to reject the functional specification prepared by the Provider and to communicate requests for changes or adjustments. In this respect, the Provider undertakes to submit a maximum of two alternative proposals, taking the Customer's wishes into account. If the Customer definitively does not agree with the Provider's last proposal, the Customer may, where legally possible, terminate the contractual relationship extraordinarily or withdraw from the contract. In this case, the fees and/or expenses incurred by the Provider in connection with the preparation of the requirements and/or functional specification must be reasonably remunerated or reimbursed by the Customer. If the functional specification is accepted by the Customer, the services described therein are deemed to have been finally agreed between the Provider and the Customer. Any deviations from the contents of the functional specification accepted by the Customer require written individual agreements between the Provider and the Customer.

After acceptance of the functional specification by the Customer, the Provider creates the website in compliance with the agreed specifications. The Provider does not provide any services beyond the agreements of the functional specification. As a rule, the Provider also does not provide any lesser services than those described in the functional specification accepted by the Customer.

In addition to the functional specification, the Provider provides the Customer with a schedule and work plan. The contents and specifications of this schedule and work plan become part of the contract unless the Customer objects without delay. The Provider undertakes to hand over the finished website or parts thereof to the Customer on a suitable data carrier and/or send it by email and/or upload it to a server specified by the Customer by the end date stated in the schedule and work plan. The details of the handover or upload of the finished website are otherwise the subject of individual agreements between the Provider and the Customer.

Creation of the legal notice (Impressum) and privacy policy using generators

If the Provider and the Customer have agreed to this, the Provider creates the privacy policy and the legal notice (Impressum) for the Customer's website. For this purpose, the Provider uses generators. The Provider only owes the creation of the texts with the generators; the Customer is responsible for the legal and substantive review.

The Customer is obliged to provide the Provider with all information necessary for the creation in a timely, correct and complete manner. The Customer must independently inform itself and the Provider about special information obligations in the context of the legal notice (e.g. professional liability insurance, professions requiring authorization, etc.) and the privacy policy. In this context, it is pointed out once again that the Provider is not permitted by law to provide legal advisory services to the Customer.

The Customer must notify the Provider independently and without delay of any changes affecting the information in the legal notice or the privacy policy.

An update of the legal notice or the privacy policy after completion and acceptance of the website must be commissioned separately by the Customer from the Provider, unless otherwise agreed in an individual contract.

Web hosting (resell)

The Provider and the Customer may agree on the provision of hosting services, in particular as an additional option in the context of website creation. The specific scope of services (storage space, certificates, etc.) is the subject of individual agreements between the parties. The Provider is entitled to use third-party services of any kind in connection with the performance of hosting services.

Unless the Provider and the Customer have agreed otherwise, the Provider, if commissioned as host, assumes the administration and management of the data. As a rule, the Customer does not receive access to the administration backend of the hosting system.

The availability of the servers used by the Provider for hosting purposes is at least 99% on an annual average. This excludes times during which the servers cannot be reached due to events beyond the Provider's control (force majeure, actions of third parties, technical problems, etc.).

Unless the Provider and the Customer have agreed otherwise, the Customer has no claim to the allocation of a fixed IP address for its website. Changes for technical or legal reasons are possible at any time and remain reserved.

The Customer is obliged not to pass on its passwords and other access credentials, if provided to the Customer by the Provider, to third parties and to change them regularly. The Customer is responsible for any misuse by third parties insofar as the Customer is responsible for it.

The Customer is obliged to make regular backup copies of its hosted data. If the Customer is unable to do so, the Customer must commission the Provider or other technically qualified third parties with the backup. The Customer is liable for any data loss resulting from insufficient data backup.

Domain registration

The Provider and the Customer may agree on the provision of domain registration services, in particular as an additional option in the context of website creation. The specific scope of services is the subject of individual agreements between the parties.

The contractual relationship required for the registration of the respective domain is concluded directly between the Customer and the respective domain registry or registrar. In the relationship between the Customer and the registry, the Provider acts merely as an intermediary, without having any influence of its own on the allocation of the domain.

The Customer bears sole responsibility for ensuring that the domain requested does not infringe the rights of third parties. The Provider does not owe any review of the domain.

The respective conditions of the individual registries additionally apply to the registration of domains. The Provider will point out any special features to the Customer in the event of an intended registration.

Website maintenance and support

After completion of a website and/or individual parts thereof, the Provider may offer the Customer maintenance and support services relating to the website. The Provider may also offer the maintenance of third-party websites. However, the Provider is neither obliged to make such an offer, nor does the Customer have to use the Provider's further service offers. Corresponding agreements are exclusively the subject of individual agreements.

The subject matter of the maintenance contracts is the elimination of malfunctions and the event-related updating of the website for common web browsers in their respective current versions by the Provider. Further details, such as regular maintenance, may be agreed in individual contracts where applicable.

A prerequisite for maintenance is that the content to be maintained is compatible with the Provider's systems. Compatibility may be impaired in particular by outdated components of the content to be maintained or by unauthorized changes made by the Customer. If compatibility is not ensured, the Customer must establish it independently (e.g. by means of appropriate updates) or separately commission the Provider to establish compatibility.

The Provider is not liable for malfunctions and incompatibilities caused by unauthorized changes made by the Customer or based on other errors that are not within the Provider's area of responsibility; the provisions under "Liability and indemnification" remain unaffected.

Maintenance only includes the technical, but not the content-related updating of the website, in particular not the updating of the legal notice or the privacy policy, unless the Provider and the Customer have expressly agreed to this.

Marketing and content

SEO marketing

If the Provider and the Customer agree on services in the field of SEO marketing, the Provider, in providing the services, exclusively owes the implementation of measures which, in the Provider's own experience, can have a positive influence on search engine rankings or which are expressly requested by the client. This is a service within the meaning of Sections 611 et seq. BGB. A specific result (e.g. a specific ranking in the Google search results) is not owed as part of the SEO services unless the Provider and the Customer have expressly agreed to this.

SEO marketing services can be canceled by either contracting party with a notice period of three (3) months.

SEA campaigns

If the Provider and the Customer agree on services in the field of SEA campaigns, the Provider, in providing the services, exclusively owes the submission of proposals regarding effective advertising keywords and, after approval by the Customer, the implementation of the measure (placement of advertisements). These are services within the meaning of Sections 611 et seq. BGB. A specific result (e.g. sales figures) is not owed as part of SEA services unless the Provider and the Customer have expressly agreed to this.

In addition to the claim to remuneration for the service, the Provider has a claim against the Customer for reimbursement of expenses with regard to the paid advertisements.

The Provider is not obliged to check the lawfulness of keywords. The Provider submits proposals to the Customer regarding the booking of keywords. The legal review, in particular with regard to the trademark rights of third parties, and the approval of the keywords are the responsibility of the Customer before the campaign is carried out.

Social media marketing

If the Provider and the Customer agree on technical support in the creation and/or management of social media presences, the Provider exclusively owes the technical creation of the social media pages and/or the technical entry of the content to be provided by the Customer.

If the Provider and the Customer have expressly agreed to this, the Provider will also create social media advertisements for the Customer; these are advertisements created specifically via the system provided for this purpose by the respective social media platform. The Provider merely owes the creation of the advertisements on the basis of the Customer's individual wishes. Specific results (e.g. sales figures), however, are not owed.

The selection of content (images, texts, videos, legal notices, etc.) is the sole responsibility of the Customer. The Provider will not check this content for accuracy in terms of content or legality. In this respect, it is expressly pointed out that the Provider is not permitted to provide legal advice to the Customer. Should the Provider nevertheless determine in individual cases that the content provided by the Customer violates applicable law, the Provider may refuse to post such content.

In addition to the creation of the social media pages, posting on behalf of and under the name of the Customer (so-called ghost posting) by the Provider may also be agreed. The Provider is free in the design of the content, provided there are no specifications from the Customer. There is no obligation to respond to or monitor posts by third parties. This is the responsibility of the Customer as operator. The service provider within the meaning of Section 10 TMG (German Telemedia Act) is solely the Customer. Details are the subject of individual agreements.

In the context of managing the social media pages, the Provider acts merely as a processor on behalf of the Customer.

Setup and handover of social media channels

If agreed between the Provider and the Customer, the Provider assumes the technical setup of social media channels, in particular YouTube channels. This may include creating a brand account, the graphic design of the channel, creating playlists, adding text and image material and structuring the home page.

The Customer provides the Provider in good time with all content required for the setup (e.g. logos, images, videos, texts, access credentials) and warrants that it holds all necessary usage and personality rights. The Customer is solely responsible for the lawfulness of this content.

After the setup has been completed, the channel is handed over to the Customer by transferring administrative rights (e.g. as owner of a brand account) or by handing over the access credentials. From this point on, the sole legal and content-related responsibility for the channel lies with the Customer.

The Provider is not liable for violations of statutory provisions, platform guidelines or third-party rights committed after the handover by the Customer or on the Customer's behalf. Ongoing support or content management of the channel is provided exclusively on the basis of a separate individual agreement.

Content marketing

If the Provider and the Customer agree on professional content marketing (text creation/copywriting), the invoicing and duration of the order are based on the terms of the accepted offer.

The content of the texts is based on the Customer's specifications. As soon as the agreed text has been completed, the Provider will send the texts created to the Customer for review and approval.

Unless otherwise agreed, the Customer is entitled to two rounds of corrections or changes. Complaints regarding stylistic design or the inclusion of new information in the text are generally excluded after the second round of changes. If the Customer wishes further changes beyond this, the Customer must bear the additional costs.

If the Provider has been commissioned to place the texts in public media (e.g. online or print media), the Provider will only publish texts that have been approved by the Customer. For errors discovered after approval, the Provider is liable exclusively in accordance with the provisions under the heading "Warranty for defects, liability and indemnification".

Consulting

Consulting services

If the Provider and the Customer agree on the provision of consulting services, the Provider, in providing the services, exclusively owes an assessment of the subject matter of the consultation to the best of its knowledge and belief. In particular, no legal advice is owed.

Consulting services are services within the meaning of Sections 611 et seq. BGB. A specific result, on the other hand, is only owed as part of the consulting service if the Provider and the Customer have expressly agreed to this.

UX/UI consulting

If the Provider and the Customer agree on the provision of UX (user experience) and/or UI (user interface) consulting services, the Provider, in providing the services, exclusively owes an assessment of the UX/UI design of the Customer's mobile apps/web design and a recommendation for future design measures. This is a service within the meaning of Sections 611 et seq. BGB. A specific result (e.g. conversion rate, time on site), on the other hand, is only owed as part of the UX/UI consulting service if the Provider and the Customer have expressly agreed to this.

The invoicing and duration of the order are based on the terms of the accepted offer.

Market monitoring

If the Provider and the Customer agree on services in the field of market monitoring, the Provider, in providing the services, exclusively owes the market monitoring measures that have been agreed with the Customer in advance. This is a service within the meaning of Sections 611 et seq. BGB. A specific result (e.g. sales figures) cannot be guaranteed on the basis of market monitoring unless the Provider and the Customer have expressly agreed to this.

The invoicing and duration of the order are based on the terms of the accepted offer.

Design

Logo design and concept

By agreement with the Customer, the Provider undertakes the Customer's logo design and concept. For this purpose, the Customer first submits a request to the Provider with as precise a description as possible of the desired logo. This request constitutes an invitation to the Provider to submit an offer. The Provider will examine, to the best of its knowledge and belief, the Customer's ideas described in the request for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradictions, and will prepare an offer based on the wishes arising from the Customer's request. A contract between the Provider and the Customer is only concluded upon the Customer's acceptance of the offer.

If the Customer commissions the Provider with logo design and concept, the Provider expressly does not check the admissibility under competition law, trademarks or other intellectual property rights, or registrability.

A prerequisite for the Provider's work is that the Customer provides the Provider with all data required for the implementation of the project (color definitions, etc.) completely and in a suitable form before the start of the order. If the Customer fails to fulfill this obligation, the Provider may invoice the Customer for the resulting time and effort.

Unless the Provider and the Customer have agreed otherwise, the Customer is entitled to two rounds of corrections. After these rounds of corrections have been carried out, requests for adjustments and complaints (in particular regarding the artistic design) will no longer be taken into account. If the Customer wishes further changes after the second round of corrections, the Provider may create these for the Customer for an additional fee to be agreed.

The drafts presented during the rounds of corrections may not be used, reproduced or passed on to third parties by the Customer, either in the original or in modified form, without the Provider's express consent.

As soon as the agreed subject matter of the services has been completed, the Provider will ask the Customer to accept the work. The logo design or concept will be sent to the Customer in a common file format.

Unless otherwise agreed in an individual contract, the Provider may require that a suitable copyright notice be placed in an appropriate location on the works created.

The remuneration for the logo design and concept is the subject of an individual agreement between the parties.

The Provider grants the Customer the usage rights required for the respective purpose. A transfer of the usage rights to third parties requires an individual agreement.

The usage rights only pass to the Customer after full payment of the remuneration.

Video and photography

If the Provider and the Customer agree on the creation of professional videos and photographs, the services agreed in detail result from the contract individually concluded between the Provider and the Customer. For this purpose, the Customer first submits a request to the Provider with as precise a description as possible of the desired services. This request constitutes an invitation to the Provider to submit an offer. The Provider will examine, to the best of its knowledge and belief, the Customer's ideas described in the request for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradictions, and will prepare an offer based on the wishes arising from the Customer's request. A contract between the Provider and the Customer is only concluded upon the Customer's acceptance of the offer.

The Customer's specifications will be taken into account to the best of the Provider's knowledge and belief. The Provider and the Customer acknowledge that the creation of videos and photographs is a creative service that requires a high degree of artistic freedom. The Provider therefore exclusively owes the creation of a work which, in the Provider's own experience and assessment, corresponds to the Customer's wishes. Complaints regarding the artistic design are generally excluded.

Unless otherwise agreed, the Customer is entitled to two rounds of corrections regarding the image or video editing (e.g. by means of filters and effects) of the photographs or videos created; however, a re-creation of the photographs or videos is excluded. Complaints regarding the artistic design are generally excluded. If the Customer wishes further changes beyond this, the Customer must bear the additional costs.

If the Customer provides persons for the creation of the videos or photographs (e.g. its employees or professional models), the Customer is solely responsible for ensuring that the persons concerned have consented to the use of the recordings. In particular, the Customer is responsible for concluding suitable model release agreements and obtaining GDPR-compliant employee commitments.

As soon as the agreed subject matter of the services has been completed, the Provider will ask the Customer to accept the work.

Unless otherwise agreed in an individual contract, the Provider may require that a suitable copyright notice be placed in an appropriate location on the works created.

Unless otherwise agreed in the contract and unless otherwise to be expected from the purpose of the contract, the Customer generally only receives recordings that have been fully edited for the respective intended use. The Customer has no claim to the handover of the raw data or editable files (RAW files or similar).

Print design

The subject matter of design contracts in the print sector between the Provider and the Customer is, as a rule, the development of the Customer's design specifications for print products (e.g. design of banners, post graphics, posters, flyers, vehicle or shop window graphics, textiles or logo drafts). Design contracts concluded between the Provider and the Customer are contracts for work and services within the meaning of Sections 631 et seq. BGB. The services agreed in detail result from the contract individually concluded between the Provider and the Customer. For this purpose, the Customer first submits a request to the Provider with as precise a description as possible of the desired design services. This request constitutes an invitation to the Provider to submit an offer. The Provider will examine, to the best of its knowledge and belief, the Customer's ideas described in the request for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradictions, and will prepare an offer based on the wishes arising from the Customer's request. A contract between the Provider and the Customer is only concluded upon the Customer's acceptance of the offer.

After the order has been placed, the Customer's requirements will be discussed in a briefing if necessary and the specifications will be made more concrete. At this point, the Customer's requests can be contributed, provided they are covered by the originally agreed scope of services. Adjustments become part of the original contract if both contracting parties agree in text form. Otherwise, the Provider is only obliged to produce the items listed in the contract. Services going beyond this must be agreed and paid for separately.

As soon as the agreed subject matter of the services has been completed, the Provider will ask the Customer to accept the work.

Unless otherwise agreed, the Customer is entitled to two rounds of corrections. Complaints regarding the artistic design are generally excluded. If the Customer wishes further changes beyond this, the Customer must bear the additional costs.

A prerequisite for the Provider's work is that the Customer provides the Provider with all data required for the implementation of the project (texts, templates, graphics, etc.) completely and in a suitable form before the start of the order. The Provider is in no way responsible to the Customer for delays in the implementation of projects caused by late (necessary) cooperation or input from the Customer. If the Customer fails to fulfill this obligation, the Provider may invoice the Customer for the resulting time and effort.

The remuneration is the subject of an individual agreement between the parties.

Unless otherwise agreed in the contract and unless otherwise to be expected from the purpose of the contract, the Provider, when creating print products, only owes the handover of a print file (e.g. PDF, JPG or PNG) in addition to the contractually agreed items. The Customer has no claim to the handover of an editable file (e.g. Word, InDesign).

Final provisions

Granting of rights / self-promotion

After full payment of the order by the Customer, the Provider generally grants the Customer a simple (non-exclusive) right of use to the corresponding work results at the time of their creation. Further rights may be agreed in an individual contract.

Unless otherwise agreed, the Customer expressly grants the Provider permission to present the project publicly in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, the Provider is entitled to advertise its business relationship with the Customer and to refer to itself as the creator on all advertising materials created and in all advertising measures, without the Customer being entitled to any remuneration for this.

Furthermore, the Provider is entitled to place its own name with a link in an appropriate manner in the footer and in the legal notice of the website(s) created by the Provider, without the Customer being entitled to any remuneration for this.

Confidentiality

The Provider will treat all business transactions that come to its knowledge as strictly confidential, in particular print documents, layouts, storyboards, figures, drawings, audio tapes, images, videos, DVDs, CD-ROMs, interactive products and other documents containing films and/or radio plays and/or other copyrighted materials of the Customer or its affiliated companies.

The Provider undertakes to impose the obligation of confidentiality on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, recording studios, etc.) who have access to the aforementioned business transactions.

The obligation of confidentiality applies for an unlimited period beyond the term of this contract.

Miscellaneous

The contracts concluded between the Provider and the Customers are governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

If the Customer is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the Provider's registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

The Provider is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, legislation, market conditions or business or corporate strategy) and in compliance with a reasonable notice period. Customers with existing contracts will be notified of this by email at least two weeks before the change takes effect. If the Customer does not object within the period set in the notice of change, this shall be deemed consent. The notice of the intended amendment of these GTC will point out the period and the consequences of an objection or the absence of one. If the Customer objects to the amendment, the Provider is entitled to terminate the contract extraordinarily as of the date on which the amendment takes effect.

In the event of discrepancies between the German and the English version, the German version shall prevail.

Last updated: March 24, 2025