General Terms and Conditions for services provided by OFF/BRIEF GmbH to its clients

1. Scope and Subject Matter

1.1. Scope

The Agency develops and produces consulting, creative and execution services in the field of communications on behalf of its clients. These General Terms and Conditions (“GTC”) apply to all services and deliveries provided by OFF/BRIEF GmbH (hereinafter: “Agency”) on behalf of third parties (hereinafter: “Client”). These GTC form an essential part of the order or of the contract concluded with the Client. The Client’s own terms and conditions, as well as amendments and additions to these GTC, are only valid if and to the extent that the Agency has acknowledged them in writing. This also applies if the Agency has not expressly objected to the Client’s terms of business and/or delivery.

1.2. Subject Matter of the Services

The specific subject matter and scope of an order are determined by the individual contractual agreements and by these GTC, which are incorporated into each contractual relationship. In the event of any conflict between the provisions of the individual order and these GTC, the provisions of the order take precedence.

2. General Cooperation

2.1. Placing of Orders

The Agency always provides its services under a specific order from the Client and on the basis of briefings that the Client hands over and explains to the Agency. The order and, where applicable, the briefing form the binding basis for the Agency’s work. If the briefing is given orally, a contact report should be prepared, which then becomes the binding working document.

2.2. Cooperation

The Agency and the Client always work together in a spirit of trust and inform each other without undue delay of any deviations from the agreed procedure or of any doubts about the correctness of the other party’s approach.

2.3. Team Composition

The Agency decides at its own reasonable discretion which of its employees or freelancers are deployed or replaced in order to perform the services in accordance with the contract. The Agency reserves the right to replace staff with other staff having the necessary qualifications for important or legitimate reasons. The Agency has exclusive authority to issue instructions to its staff, regardless of where they work. The Agency’s staff are not integrated into the Client’s organisation and do not enter into an employment relationship with the Client.

3. Legal Risks Relating to the Commissioned Services

3.1. Exclusion of Legal Assessment

The Agency’s services do not include the assessment of legal risks and issues, nor the review of the contractual services for conflicts with any third-party intellectual property rights (trademarks, patents, utility models, designs) or for their registrability as an intellectual property right (e.g. a trademark). On the basis of its industry experience, the Agency will point out to the Client any possible legal risks of the commissioned services. However, the Agency gives no guarantee that such information is correct or complete.

3.2. Client’s Responsibility

The Client bears legal responsibility for the commissioned services, in particular with regard to possible infringements of industrial property rights, competition law and data protection regulations. If there is any doubt about the legal permissibility of the commissioned service, the Client shall obtain legal advice at its own expense.

4. Project Commissioning

4.1. Content and Acceptance of the Offer

Before an order is placed, the Agency first prepares a written offer on the basis of a briefing from the Client or a concept developed by the Agency. The Client commissions the Agency in writing, stating the offer number, the date and the name of the order. The offer and acceptance, including all attachments, together constitute the order.

4.2. End of Project

The parties shall set out the end of each order in the order itself. Unless expressly agreed otherwise, each order ends automatically once the services have been performed in full.

5. Client’s Duties to Cooperate

5.1. Duties to Cooperate

The Client supports the Agency in performing the services owed, insofar as this is useful for the Agency’s performance in accordance with the contract and the extent of the cooperation is reasonable. In particular, the Client shall provide the necessary information, data, hardware and software and any materials to be supplied (such as images, audio or text) in the required scope, in the agreed form and in good time, so that there are no delays in the Agency’s workflow.

5.2. Costs and Additional Work

The Client performs its cooperation at its own expense. If the Agency is unable to perform the services, or can only do so with additional effort, due to missing or insufficient cooperation or materials from the Client, the Agency is entitled to charge the Client for the necessary additional expenses incurred as a result.

6. Subcontractors, Third-Party Services and Orders Placed as Representative

6.1. Right to Involve Third Parties

In fulfilling the order, the Agency is entitled to commission third parties to perform all or part of the services, or to acquire work results from such third parties, provided this is done in its own name and for its own account (“Subcontractors”).

6.2. Commissioning in the Client’s Name

By arrangement, the Agency commissions third-party services (e.g. production, programming, printing, proofreading, translations, legal advice, exhibition stand construction) in the name and for the account of the Client. In this case, the Agency is not liable for payment for the goods and/or services ordered or for the fulfilment of any other contractual obligations of the Client or the third party. The third party is paid directly by the Client. The Agency is not liable for the creditworthiness of the Client or the third party, nor does it check it. All orders with a volume exceeding EUR 5,000.00 are always placed in close consultation with the Client and in the Client’s name. If the Agency commissions third-party services in its own name and for its own account, the resulting costs are passed on to the Client plus a handling fee of 15%.

6.3. Advance Invoices

If the Agency commissions third parties in its own name, it is entitled at any time to request a reasonable payment on account or advance payment from the Client. The corresponding advance invoices are due for payment immediately upon receipt.

7. Acceptance and Notification of Defects

7.1. Acceptance

If the law on contracts for work (Werkvertragsrecht) applies to the services owed, the Client shall, after handover, carry out a (functional) inspection on the basis of the service description. If the service provided meets the contractual specifications, the Client shall accept it. Acceptance may not be refused for reasons of taste (dislike), provided that the service meets the requirements communicated in the order.

7.2. Declaration of Acceptance

The declaration of acceptance shall be made without undue delay after the inspection has been completed, but no later than five working days after handover, unless the nature of the service makes a longer acceptance period appropriate. In that case, the appropriate acceptance period applies. The burden of proof for a longer acceptance period lies with the Client. If, after this period has expired, the Client does not declare within a further five working days that it will not accept the services, the services shall be deemed accepted. Acceptance may not be refused because of insignificant deviations. If the Agency prepares and deploys social media assets, these must be reviewed and accepted by the Client immediately after they have been sent, unless the parties agree on a different process. If a defect becomes apparent, the Client must notify the Agency without undue delay; otherwise the social media asset shall be deemed accepted.

7.3. Refusal of Acceptance

Any refusal of acceptance must be justified by a written list of defects. On the basis of this list, the Agency will make all corrections needed to achieve full acceptance.

8. Changes to Services

8.1. Change Requests

Changes to a defined scope of services (“Change Request”) are generally possible at the Client’s request. The Agency checks the feasibility of the changes and informs the Client of their possible impact on the agreed budget and schedule of the project concerned. This information is provided in a supplementary written offer. On this basis, the Client may commission the change to the scope of services. Otherwise, the originally agreed scope of services remains in place.

8.2. Additional Work

The Client bears the effort and costs caused by the change request.

9. Delivery Times and Place of Performance

9.1. Target Dates

Agreed dates (e.g. delivery dates) are target dates; exceeding them does not constitute default unless the parties expressly designate a date as binding. The Agency will notify the Client if delivery dates and deadlines are exceeded, stating the reasons and the expected length of the delay. Claims for damages and withdrawal from the contract always require that a reasonable grace period previously set has expired without result.

9.2. Delays Due to Change Requests

If the Client’s requests for changes to a deliverable cause a significant change to the schedule, delivery dates, deadlines and other dates shall be postponed appropriately, or deadlines extended by the period of the delay. The Agency will communicate such changes and agree new dates and deadlines.

9.3. Place of Performance and Risk on Delivery

Unless expressly agreed otherwise in writing, the place of performance is the Agency’s registered office. Deliveries to any other location are made by the Agency at the Client’s expense and risk.

10. Intellectual Property / Rights of Use

10.1. Rights of Use in Work Results

If copyrights or other legal positions exist in the services provided within the project (“Work Results”), the scope of the rights of use in the Agency’s Work Results to be transferred or licensed to the Client is determined by the agreements made in each individual case; otherwise, the rights of use are granted in accordance with Section 31(5) of the German Copyright Act (UrhG) to the extent required to achieve the agreed purpose of the contract. Source files, program code and all rights associated with them remain with the Agency, unless a different arrangement and remuneration have been agreed in the individual case.

10.2. Third-Party Rights of Use

Copyright usage rights and ancillary copyrights in third-party services (e.g. from models, photographers, directors, influencers) are obtained in accordance with the Client’s specifications. Licensing costs are shown separately to the Client and passed on plus a handling fee of 15%, unless otherwise agreed. By arrangement with the Client, these third-party services are commissioned directly in the name and for the account of the Client, and the rights are acquired directly. After handover of the Work Results, the Agency does not continuously monitor whether and when any rights of use expire and accordingly does not give notice of this. It is the Client’s sole responsibility to operate appropriate licence management.

10.3. Stock Material

The Agency will inform the Client if stock material (e.g. from picture agencies) is to be incorporated into the Work Results. In this case, the parties will agree on the use and licensing of the stock material by mutual consent. (Usage) rights to such stock material are used for the Client and/or (sub)licensed to the Client to the extent and in accordance with the licence terms set by the respective provider at the time of licensing.

10.4. Time of Grant of Rights

Rights of use pass to the Client in full only once the Client has paid the Agency the remuneration attributable to the respective service.

10.5. Further Transfer and Sublicensing

Any further transfer or sublicensing of the rights of use by the Client to third parties requires the Agency’s prior written consent in order to be effective. This does not apply to assignments or licences to subsidiaries or affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) within a group, or to affiliates and sales partners.

10.6. Modification of Work Results

Modifications or alterations of the Work Results are only permitted with the Agency’s consent. This does not apply to any content-related or creative elements developed by the Agency in connection with inserts, the corporate claim and logo/sound logo elements, or to modifications required for exploitation in accordance with the contract.

10.7. Additional Buyouts

If the Client intends to use the Work Results provided by the Agency outside the agreed territory, after the rights of use have expired or for purposes other than those agreed, it shall separately agree a reasonable buyout fee customary in the industry with the Agency.

10.8. Licence to Client Material

The Client grants the Agency all rights of use that the Agency needs in order to use the material of any kind supplied by the Client and produced for the Client (e.g. drawings, images, graphics, fonts) (“Client Material”) within the scope of and for the purpose of fulfilling the respective project. The Agency may sublicense Client Material to third parties if this is done in connection with performing services for the Client or is necessary in order to use third-party services (e.g. Adobe Creative Cloud or comparable third-party services). The Client warrants that it holds the necessary rights to the material supplied.

10.9. Licence to Agency Pre-Existing Material

To provide its services, the Agency uses its own pre-existing components, including concepts, data, designs, developments, documentation, drawings, hardware, improvements, information, inventions, processes, software, techniques, technologies and tools that were not created specifically for the Client (“Agency Pre-Existing Material”). Where Agency Pre-Existing Material is incorporated into the Work Results, the Client receives a non-exclusive right of use in it, unlimited in time and territory. The Agency remains entitled without restriction to continue using the Agency Pre-Existing Material at its own discretion and to make it available to third parties. The Client may only transfer or sublicense the Agency Pre-Existing Material to the extent necessary for the contractual use of the Work Results. The grant of these rights of use is subject to the condition precedent that the Client has paid the Agency in full the agreed, due and undisputed remuneration for creating the Work Results. The Agency will inform the Client before using Agency Pre-Existing Material in the Work Results and, where necessary, agree on details of its use.

10.10. Open-Source Components

The Agency is entitled to use free software (“Open-Source Components”). If the Agency intends to integrate Open-Source Components into the Work Results, it must notify the Client and name the Open-Source Component concerned. The Agency warrants that it will not use any Open-Source Components in performing its services that are subject to a licence with a so-called copyleft effect.

10.11. No Use for Machine Learning, AI or Biometric Technology

Unless expressly and separately approved by the Agency, Work Results may not be used for training in connection with machine learning and/or for training AI models, or for technologies intended to identify natural persons.

10.12. Statutory Claims and Limitations

Claims by third parties for special remuneration to compensate for copyrights and ancillary copyrights, or for the removal of restrictions on rights of use and of the right to one’s own image or other personality rights, are borne by the Client. The Agency will inform the Client without culpable delay as soon as it becomes aware of such a claim. The Client is aware that a general time limit on the exclusivity of the respective copyright usage rights may result from Section 40a UrhG. The Client expressly agrees that copyright-protected works may also be licensed by the Agency against a lump-sum fee. The Client will set out any different requirements in writing. If, in cases under Section 40a(1) UrhG, the Client wishes to negotiate exclusivity unlimited in time with the respective author (Section 40a(2) UrhG), the Agency will support the Client appropriately. The Client bears all additional costs incurred as a result. Upon request, the Client will provide the Agency without culpable delay and at its own expense with all information the Agency needs to comply with its own duty to provide information to authors under Section 32d UrhG.

10.13. Self-Promotion

The Agency is permitted to use its Work Results or excerpts thereof free of charge and without limitation in time or territory for the purposes of self-promotion and participation in advertising industry competitions, provided this does not affect the Client’s confidentiality interests. The Client permits the Agency to name it, together with its logo where applicable, as one of its clients for reference purposes on the Agency’s website and social media channels.

10.14. Rejected Drafts and Proactive Developments

Rights of use in drafts rejected by the Client or not approved for execution remain with the Agency, which may dispose of them freely. Implementation ideas, product ideas etc. that the Agency develops on its own initiative, without a prior order and without a corresponding briefing from the Client, are expressly excluded from the acquisition of rights described above. These are calculated separately by the Agency and offered by way of a cost estimate for creation, implementation and transfer of rights.

11. Use of Generative AI Systems

11.1. Background

The parties agree that it is in their mutual interest to use so-called generative artificial intelligence in the provision of services where appropriate. The following provisions set out whether, how and under what conditions generative AI systems may be used in providing the services and whether output may be incorporated into the services owed under the contract (“Work Results”).

11.2. Definition of “Generative AI Systems”

For the purposes of this contract, generative AI systems are machine-based systems (Art. 3(1) of the EU AI Act) that, with at least partial autonomy, use data- or model-based learning methods to generate new or substantially recombined digital content (in particular text, images, audio, video or software code) (“Output”) from inputs (e.g. text prompts, images, audio data) (“Input”), going beyond purely deterministic or rule-based processing. If (sub-)functions that generate output in this way are integrated into a software application (currently, for example, in Adobe Photoshop), these (sub-)functions are deemed to be a generative AI system. The use of the rest of the software application is not affected by these provisions. In particular, the following are not generative AI systems: (i) analysis, classification, scoring, ranking or retrieval systems that merely evaluate or sort existing content without generating new content; (ii) deterministic or purely rule-based applications (e.g. classic expert systems, business rule engines, RPA scripts); (iii) conversion and translation tools that convert content strictly word for word or sentence for sentence without probabilistic generation (e.g. OCR software or rule-based translators).

11.3. Use of Generative AI Systems by the Agency

The Agency may use generative AI systems in providing its services. The Agency will use generative AI systems with the care of a prudent advertising professional.

11.4. Rights in Output

The parties agree that output generated by such generative AI systems is, as a rule, not protected by copyright or ancillary copyright, and that accordingly no copyright usage rights can be granted that would allow the Client to exclude third parties from using the output. The Agency grants the Client any copyright usage rights to the extent that the Agency itself acquires copyright usage rights in the output generated, and where applicable modified, in this way. The Client is aware of and agrees that providers of generative AI systems may be granted non-exclusive rights of use in the output, e.g. for training purposes. The Agency undertakes not to use identical Work Results in other client relationships. However, any kind of generated source code is exempt from this ban on reuse and may be reused without restriction, provided that such use does not infringe any copyright in the software the Client has received as a Work Result. Prompts do not constitute Work Results and are not handed over to the Client.

11.5. Responsibility for Output in Work Results

It is solely the Client’s responsibility to assess whether and how Work Results created with the help of generative AI systems are suitable and can be used for the purpose provided for in the contract. The Agency will support the Client appropriately in this assessment.

11.6. Transparency

The Agency explains whether and how output has become part of the Work Results. The Client decides whether and how to disclose to viewers of the Work Results that they were created with the help of generative AI systems. The Client bears the costs of any subsequent labelling of the Work Results as AI-generated.

11.7. Liability

The Agency will use generative AI systems with the care of a prudent advertising professional. The Agency ensures that employees and subcontractors who use generative AI systems in providing the services are sufficiently familiar with the specific risks of the respective generative AI system and use it in accordance with the contract. Employees are trained to avoid possible infringements of intellectual property rights. However, the Agency accepts no liability for infringements of intellectual property rights arising from the fact that the underlying AI models may have been trained using third-party intellectual property. The Agency is not liable for ensuring that the contractual exploitation of AI-generated output is permissible under competition law or personality rights, or that exploitation of the generated output does not infringe third-party intellectual property rights, if and to the extent that such infringements are based on AI-generated elements and the Agency has otherwise fulfilled its obligations under these GTC and any further agreements. Unless otherwise agreed, the Agency’s liability is excluded to this extent. If the Client decides not to disclose, when using the Work Results, that they were created with the help of generative AI systems, the Client bears sole legal responsibility for this. Furthermore, the Agency is not liable for ensuring that providers of generative AI systems label the output as AI-generated sufficiently and in machine-readable form.

11.8. Confidential Information

The Agency will use the options provided by providers of generative AI systems to protect confidential information. Where possible, the Agency will conclude corresponding confidentiality agreements with these providers or prevent the continued storage of information. Otherwise, disclosing confidential information within the meaning of this contract and any further agreements to providers of generative AI systems is permitted, unless (i) the information concerned is clearly marked as information that may not be used in this way, or (ii) the nature of the information makes it clear that it should not be used in this way.

12. Provisions on Digital Marketing

12.1. Campaign Management and Target Values

The Client may not make independent changes to the campaign or otherwise intervene in it without consulting the Agency. If the Client wishes to make changes to a running campaign, it may approach the Agency, which will take the requested changes into account appropriately. Target values defined together with the Client for a campaign are guideline values for measuring the campaign’s success; the Agency is not obliged to achieve these target values.

12.2. Advertising Accounts

The Client acknowledges that an advertising account created by the Agency at the Client’s request may, for system-related reasons, not be transferable to the Client or to third parties after the end of the contract.

12.3. Advertising Budgets

Unless expressly agreed otherwise in the individual order, the media/advertising budget set for the campaign (e.g. for placing ads) is borne by the Client. The Agency is entitled to request advance payments from the Client.

12.4. Extension of Deadlines

If deadlines (in particular binding flight periods) have been agreed for the services owed and cannot be met due to delays for which the Client is responsible, or due to delays caused by force majeure or similar circumstances for which the Agency is not responsible, these deadlines shall be extended appropriately.

12.5. Tracking

To optimise the delivery of the advertising campaign, the Agency may recommend that the Client install so-called tracking codes. In this case, the Agency will specify the relevant pages for installation. The Client undertakes to test the proper functioning of the codes regularly after installation. The Client will notify the Agency immediately if the codes do not function correctly. The Client acknowledges that data collection in this context should be as anonymous as possible, or at least pseudonymised. It is the Client’s responsibility to inform itself about the privacy policy of the respective tracking tool provider and the data protection implications and, if necessary, to take appropriate measures (e.g. adapting its own website privacy policy or consent mechanism).

12.6. Supplementary Liability Provisions

In addition to the general liability provisions (Section 15), the following applies: the Agency accepts no liability

12.6.1. for the Client’s objectives pursued with the specified media budget being achieved,

12.6.2. for any losses suffered by the Client on Amazon, in Google rankings or on other relevant websites,

12.6.3. for the quality and structure of the data fed into data models and dashboards created by the Agency for the Client, or for changes to them, or for actions and recommendations derived from this data,

12.6.4. for the consequences of a temporary or permanent suspension of the Client’s social media accounts resulting from the services being performed as ordered or from previously agreed measures being implemented,

12.6.5. for damage resulting from outages at advertising partners. In this respect, it also gives no guarantee that third-party software used will function properly and be free from defects.

12.7. Advertising Policies of Social Media Platforms

Where the Agency is commissioned to provide social media marketing services (Facebook/Instagram, TikTok, etc.), the Client acknowledges that certain products/services violate the platforms’ advertising policies (e.g. counterfeit products, dangerous products, inappropriate content) and that in such cases the platforms reserve the right to impose various sanctions, up to and including complete suspension. The Agency accepts no liability whatsoever for any resulting damage if the Client requests certain advertising measures that may violate the advertising policies.

12.8. Cancellation of a Campaign

In the event of a cancellation or early termination of a campaign, the Agency reserves the right to invoice the Client for costs incurred as a result. Costs charged by third parties (e.g. advertising partners) in this connection will be passed on to the Client by the Agency.

13. Media Agency Services

13.1. Scope of Application

If and to the extent that the Agency provides media agency services, the following provisions also apply:

13.2. Scope of Services / Media Plan

The Agency provides the services specified in the respective order and in the media plan to be agreed. These may include, in particular: audio, image and moving-image content for creating advertising materials; media analysis, media research, competitor analysis; media strategy, consulting, planning and optimisation; media buying, negotiation of terms and media execution; media billing, payment transactions, monitoring of media performance, reporting, online tracking; meeting reports / project lists; cooperation with any other creative agency/agencies and other specialist agencies; ad server services; media performance control.

13.3. Media Types Used

The Agency provides the services listed above in the following media types: digital (display, video, native); paid social; programmatic; mobile; search engine advertising (SEA).

13.4. Definition of Media Companies and Media Costs

“Media companies” within the meaning of this agreement are natural or legal persons that operate journalistic media, in particular own and provide advertising space and publish the advertiser’s placements, including their sales partners and affiliated companies (with the exception of demand-side platforms and trading desks). “Media costs” means the costs incurred by purchasing advertising space from media companies.

13.5. Definition of Technical Services and Technical Costs

“Technical service providers” are providers of technical applications and services (e.g. providers of ad serving/delivery, ad tracking and other technical and technological services), technology platforms (e.g. demand-side platforms, trading desks, ad exchanges, retargeting providers), data providers or production companies commissioned by the Agency to provide media-related services in addition to or supplementing the services of the media companies. Costs incurred by commissioning technical service providers are “technical costs”.

13.6. Use of Market Standards

The Agency uses the standards and techniques customary in the market as well as the information sources and planning and buying systems customarily used in classic and digital media. These include both the Agency’s own tools and secondary statistical material, in particular from the major media and market research institutes and from the Arbeitsgemeinschaft Media-Analyse (AG.MA).

13.7. Prevention of Damage

The Agency protects the Client, with the care customary in business, from damage and risks that may arise for the Client from poor, delayed or non-performance of obligations by third parties, in particular by the media.

13.8. Purchase of Advertising Space from Media

The Agency purchases advertising space from media companies for the Client after the Client has approved it in the respective media plan. In doing so, the Agency acts towards the media companies in its own name and for its own account. The Agency negotiates with the media companies with a view to achieving the best possible purchasing terms, taking into account client- and agency-related benefits such as discounts, cash/early payment discounts and free volumes, and considers all circumstances of the individual case, such as the total order volume, market conditions, the type of media or technologies, and the Client’s budget and strategy. However, the Agency does not guarantee objectively the best possible purchasing terms.

13.9. Purchase of Technical Services

The Agency purchases applications and services from technical service providers for the Client after the Client has approved them in the media plan. Towards the technical service providers, the Agency acts in its own name and for its own account.

13.10. Adjustment and Optimisation of Services

The Agency and the Client are aware that media agency services are subject to constant change and adaptation to social, economic, information technology and political developments. The parties will therefore make continuous efforts, to a reasonable extent, to optimise the relevant services during the term of the order. Any additional costs arising from an adjustment of services are borne by the Client.

13.11. Proof of Performance and Reporting

The type and scope of proof of performance are specified in the respective order. If nothing is specified, the Agency will prepare a final report after the end of the order containing the data on the media costs and technical costs incurred and the key figures relevant to the campaign objectives, such as CPM, reach, etc.

13.12. Advance Payments

Where the Agency pays the media costs or technical costs to the media companies or technical service providers for its own account, the Client is obliged to transfer these media costs or technical costs to the Agency in advance. The Agency issues advance invoices for this purpose.

13.13. Final Invoice and Settlement of Balances

The Agency prepares the monthly final invoice once the placements have ended and all billing-relevant documents from the media companies or technical service providers are available. Additional charges (where a balance in the Agency’s favour arises between an advance invoice and the final invoice) or credits (where a balance in the Client’s favour arises between an advance invoice and the final invoice) shall be paid by the Client or refunded by the Agency within fourteen (14) days of receipt of the invoice. If additional charges or credits arise after the final invoice has been issued, the Agency will issue a further invoice. These additional charges or credits shall likewise be paid by the Client or refunded by the Agency within fourteen (14) days of receipt of the invoice.

13.14. Cancellation and Release from Costs

If the Client cancels an order, it is released from the costs of the placement to the extent that these are not charged by the media companies or technical service providers or, if an advance payment has already been made, are refunded by them. Advance payments already made to the Agency will be refunded to that extent.

14. Remuneration and Due Date

14.1. Remuneration

The remuneration payable by the Client and the terms of payment are determined by the respective order. The remuneration agreed in the order generally includes the standard software required for the Agency’s day-to-day work, namely the use of the ERP system, Microsoft Office, Creative Suite and PR software for collaboration and project management, unless the parties agree otherwise in the order. The use of special software specifically required for client-specific tasks is charged on a pro rata basis. The parties will make corresponding arrangements in the order.

14.2. Travel Expenses

Travel expenses incurred by the Agency in fulfilling the order are borne by the Client, insofar as such travel was part of the agreement or necessary for the provision of the services.

14.3. Levies

Taxes, levies to collecting societies (VG Wort, GEMA, etc.), compensation for rights of use, customs costs and artists’ social security contributions (Künstlersozialabgabe) incurred in fulfilling the order are borne by the Client. The Agency is entitled to pass these costs on to the Client, even if they are charged subsequently.

14.4. Payment Terms

Unless otherwise agreed in writing, all of the Agency’s invoices are payable within 14 days of receipt.

15. Liability and Indemnification

15.1. General Limitation of Liability

The liability of the Agency, its representatives and vicarious agents for slight negligence is excluded, except in the case of breach of material contractual obligations (so-called cardinal obligations, i.e. obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the other party may regularly rely) and in the case of injury to life, body or health.

15.2. Amount of Liability

The liability of the Agency, its representatives and vicarious agents for damage resulting from a slightly negligent breach of material contractual obligations is limited to compensation for the direct damage that is foreseeable and typical for this type of contract given the nature of the service. In all other respects, the amount of liability is unlimited.

15.3. No Liability for Legal Risks of the Services

The Agency is not liable for the Client’s advertising claims regarding any product properties. The Agency is not liable for the permissibility of any use of the Work Results outside the respective territory of the order, for purposes other than those agreed, or where the Work Results have been modified by the Client. Furthermore, the Agency is not liable for possible infringements of industrial property rights, competition law or data protection law. However, it will take all measures available to it to ensure that the Work Results do not infringe third-party positions protected by copyright. Responsibility for the legal permissibility of the Work Results lies with the Client. The Agency will not carry out or commission any legal review of the Work Results on its own initiative, but will point out to the Client any legal risks that would be recognisable to a prudent advertising professional.

15.4. Indemnification

The Client indemnifies the Agency against its own claims and claims by third parties if the Agency acted at the Client’s express request even though it had informed the Client of its concerns regarding the permissibility of the advertising measures or the possibility of infringing third-party rights. The same applies to the permissibility of advertising the Client’s trademarks, goods and/or services and to factual statements about the Client’s products and services, insofar as these originate from the Client. Furthermore, the Client indemnifies the Agency against all claims by authors and holders of ancillary copyrights under Sections 32, 32a et seq. UrhG, insofar as they were commissioned by the Agency on the Client’s instructions. Any indemnification also covers the costs of necessary and reasonable legal defence.

15.5. No Liability for Third Parties

The Agency accepts no liability for the proper fulfilment of orders by third parties who are not vicarious agents, beyond its duty to select and supervise them. On request, the Agency will assign to the Client any claims for damages it may have against third parties and will support the Client appropriately in enforcing these claims.

16. Provisions on the Use of Third-Party Services

16.1. Modification of Warranty

If, when the Agency uses third-party services in performing its obligations towards the Client, material defects or defects of title are attributable to a defective product of a third party who is not a vicarious agent of the Agency, and the Agency passes the product on to the Client, the Client’s claims for defects are limited to the assignment of the Agency’s claims for defects against the third party. However, the Agency is responsible for the defect if the cause of the defect was set by the Agency, i.e. if the defect is based on an improper modification, integration or other handling of the third-party product for which the Agency is responsible.

16.2. Changes in Availability

The Agency is not responsible if third-party products are restricted or discontinued altogether by the third party. If the third party introduces a fee for making the third-party products available, the Agency is entitled to adjust the remuneration agreed with the Client accordingly, provided that the Client wishes to continue using the third-party products after being consulted and the fee would otherwise be borne by the Agency.

16.3. Recognisability of Third-Party Products

The passing on of third-party products is deemed clearly recognisable to the Client if the Agency refers to them in the order description or during the processing of the order, if they result from the order, or if they should have been recognisable to the Client on the basis of its own expertise.

17. Withdrawal / Termination

17.1. Right of Withdrawal

The Agency may in particular withdraw from the order or terminate it with immediate effect if the proper execution of the order is called into question because the Client has stopped making payments without legal grounds, the Client has ceased its business operations or a substantial part of them, or enforcement measures to collect payment obligations under the respective order have been unsuccessful. Statutory provisions on withdrawal remain unaffected.

17.2. Termination

The contract terms and termination arrangements for orders should be set out in the orders. If no provision is made, the statutory provisions apply. The right to extraordinary termination for good cause remains unaffected. In all cases, termination must be in writing to be effective.

18. Limitation Period / Set-Off / Assignment / Rights of Retention

18.1. Limitation Period

Claims of the Client against the Agency are subject to a limitation period of twelve months, calculated from the beginning of the statutory limitation period.

18.2. Set-Off

The Client may only set off claims against claims of the Agency if the Client’s claims are undisputed or have been finally determined by a court.

18.3. Rights of Retention

The Client may only assert rights of retention, in particular with regard to a claim for surrender by the Agency, in respect of undisputed or finally determined claims. In the event of disagreements between the parties regarding the interpretation and performance of the contract and the exploitation of the services by the Agency, the Client waives measures in interim relief proceedings.

19. Force Majeure

19.1. Definition of “Force Majeure”

Force majeure means events or circumstances that prevent a party from fulfilling one or more of its contractual obligations under the contract if and to the extent that (i) these events and circumstances are beyond the reasonable control of the parties, (ii) they were not reasonably foreseeable at the time the contract was concluded, and (iii) their effects could not reasonably have been avoided or overcome by the affected party. The following events and circumstances are presumed to meet these requirements: war, civil war, riot, rebellion, acts of terrorism, sabotage, trade restrictions, lawful or unlawful acts of authorities, expropriation, explosion, fire, prolonged failure of means of transport or other infrastructure, epidemics, pandemics, natural disasters and labour unrest.

19.2. Consequences of Force Majeure

The affected party is released from its obligation to perform for as long as the force majeure continues. The Agency may also invoke this clause if an obligation has not become impossible, but the Agency or its client has lost interest in the performance affected by the impediment. If the force majeure affects the performance interest of the Agency or its client, the Agency may withdraw from the contract in its entirety. Instead of withdrawing, the Agency may request possible and reasonable adjustments to the content of the services.

20. Confidentiality and Data Protection

20.1. Definition of Confidential Information

Working documents and works, as well as all information about the other party that becomes accessible in connection with the respective order and is marked as confidential or is recognisably confidential under the circumstances (“Confidential Information”), will be treated confidentially. If the Agency considers it necessary, the parties will conclude an additional non-disclosure agreement.

20.2. End of Confidentiality

Unless otherwise agreed, the confidentiality obligation ends one year after the end of the respective order. Confidential Information is only disclosed to the extent necessary for providing the services in accordance with the contract.

20.3. Exceptions to Confidentiality

This confidentiality obligation does not apply if and to the extent that the information concerned (i) is demonstrably publicly known, (ii) becomes publicly known through no fault of the other party, (iii) was or is lawfully obtained from a third party, or (iv) is already in the possession of the other party. Disclosure to legitimately engaged service providers is permitted insofar as it is made for the purpose of providing contractual services. Confidential Information may also be disclosed to advisers and lawyers bound by professional secrecy and/or to the courts if this is done to provide information to authorities for tax or legal reasons and/or to examine and/or enforce claims against the other party. Section 5 of the German Trade Secrets Act (GeschGehG) remains unaffected.

20.4. Self-Promotion

The Agency may use the Work Results for self-promotion purposes or refer to the existing business relationship, provided that this does not affect any legitimate confidentiality interests of the Client. Under these conditions and by agreement with the Client, the Agency may issue press releases about the order or the Work Results and arrange press interviews. The same applies to press photos or other communications about the order or the Work Results.

20.5. Data Protection

The parties mutually undertake to comply with applicable data protection law, in particular the German Federal Data Protection Act (BDSG) and the General Data Protection Regulation (GDPR), as amended from time to time. Unless expressly agreed otherwise between the parties, the Agency processes personal data in connection with the provision of services strictly on instructions as a processor. The Client confirms that personal data transmitted to the Agency by the Client or by third parties on its behalf has been collected and processed in accordance with the relevant data protection provisions, that the necessary consents of the data subjects have been obtained, and that the Agency’s use of the data within the scope of the order does not violate any of these provisions or exceed the scope of the consents given.

21. Final Settlement

21.1. Final and Cancellation Fees

If the cooperation ends because the Client terminates unilaterally, the following applies with regard to any claims:

21.1.1. Fees and levies arising from commissioning third parties are borne by the Client. For its part, the Agency will take all measures to keep these amounts as low as possible.

21.1.2. If, as a result of the termination, ongoing orders whose subject matter is a work performance under a contract for work are not completed in individual cases, the Agency shall be paid for the services already provided plus a residual fee of 70% of the agreed remuneration that would have been payable for the part of the work not yet performed. No special itemisation by the Agency within the meaning of Section 648 of the German Civil Code (BGB) is required. The Agency is entitled to prove that a higher percentage of residual remuneration is due in the individual case.

21.1.3. If the Agency works for the Client under a service contract as part of a continuing obligation, all services provided up to the end of the respective order will be remunerated. This also applies to services that were provided before, but with a view to, the conclusion of a specific order, or that are based on an oral instruction, insofar as the Agency can show that they were caused by the Client.

21.2. Press and PR Strategy

In the event of termination, the parties shall coordinate their conduct towards the press and their PR strategy in order to avoid reports damaging to their business, including from third parties.

21.3. Return of Data

After performing its services or upon any other termination of the order, the Agency will return the data and materials received from the Client upon the Client’s written request and against payment of a flat fee commensurate with the scope involved.

21.4. Final Deletion

In addition, all of the Client’s data and materials from the order will be deleted or destroyed by the Agency two years after the services have been performed or the order has otherwise ended, if and to the extent that no statutory retention obligations prevent deletion. If the Client wishes the data to be stored beyond this period, a custody arrangement subject to a fee for the Client will be established.

22. Final Provisions / Miscellaneous

22.1. No Oral Side Agreements

Deviating or supplementary individual contractual provisions to these GTC or to the order placed must be in writing to be effective and apply exclusively to the respective order. This also applies to any waiver of this written form requirement.

22.2. Severability Clause

Should any provision of these GTC or of the order be or become invalid or unenforceable, this shall not affect the validity of the remainder of the GTC or the order. The invalid or unenforceable provision shall be replaced by the valid or enforceable provision whose effects come closest to the economic objective the parties pursued with the invalid or unenforceable provision. The same applies in the event of a gap in the provisions.

22.3. Applicable Law and Place of Jurisdiction

These GTC and the order are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). To the extent permitted by law, the place of jurisdiction and place of performance is the Agency’s registered office.

22.4. Text Form

Where these GTC require a written declaration, this requirement is also satisfied by email or fax.

22.5. Language

These GTC are a translation of the German version (Allgemeine Geschäftsbedingungen). In the event of any discrepancy or dispute regarding interpretation, the German version shall prevail.

(As of: 1 March 2026)