General Terms and Conditions
of
VISUVEDA UG (haftungsbeschränkt)
Guntherstraße 41
10365 Berlin
– hereinafter: Contractor –
Part 1 – General Provisions
1.1 General
1.1.1 The Contractor offers the Client various agency services. The specific scope of services is subject to individual agreements between the Contractor and the Client.
1.1.2 The Contractor does not conclude contracts with consumers or private individuals.
1.1.3 The Contractor is entitled, in its own name and for its own account, to subcontract the required services to subcontractors, who may in turn engage other subcontractors. Unless otherwise agreed, the Contractor remains the sole contractual partner of the Client. Subcontractors will not be engaged if it is evident to the Contractor that their engagement would conflict with the legitimate interests of the Client.
1.1.4 Insofar as other contractual documents in text or written form have become part of the contract in addition to these GTC, the provisions of these other contractual documents shall take precedence over the present GTC in the event of any conflict.
1.1.5 Deviating general terms and conditions used by the Client shall not be recognized by the Contractor – unless expressly agreed otherwise.
1.2 Client’s Duty to Cooperate
1.2.1 If the Client provides the Contractor with texts, images, or other content for the fulfillment of the commissioned services, the Client must ensure that such content does not infringe the rights of third parties (e.g., copyrights, trademark rights) or other legal provisions. In this context, it is pointed out that the Contractor is not legally authorized to provide legal advice to the Client. In particular, the Contractor is not obliged or legally able to review the Client’s business model and/or the works created or acquired by the Client (layouts, graphics, texts, etc.) for compliance with applicable law. The Contractor will not conduct trademark searches or other intellectual property conflict checks regarding works provided by the Client. Where the Client issues specific instructions regarding the work to be produced, the Client shall be solely liable for them.
1.2.2 The Client is obliged to provide all information, data, works (e.g., imprint data, graphics, logos, etc.), and access credentials required for the fulfillment of the contract completely and correctly. The Client must also ensure that the instructions given by them comply with applicable law.
1.2.3 Unless otherwise individually agreed, the Client is responsible for procuring the materials required for the provision of the agency services (e.g., graphics, videos) and must provide them to the Contractor in good time. If the Client fails to provide these and also gives no further specifications, the Contractor may, at its discretion, use image material from common providers (e.g., stock photo services) or use placeholders, in compliance with copyright attribution requirements.
1.2.4 If, for individual parts of the order, the conclusion of a data processing agreement pursuant to Art. 28 GDPR is required, both parties agree to conclude such an agreement – to be provided by the Contractor – before the start of the service.
1.2.5 The Contractor shall not be responsible to the Client in any way for delays in the implementation of projects caused by delayed (necessary) cooperation or contribution by the Client; the provisions under “Liability/Indemnification” remain unaffected.
1.2.6 If the Client fails to meet its obligations under this section, the Contractor may charge the Client for the additional costs incurred (e.g., costs for stock photos and the time required to search for them).
1.3 Use of Artificial Intelligence (AI)
1.3.1 The Contractor is entitled to use artificial intelligence technologies (AI tools) to create content (e.g., text, images, audio, or video) in the course of service provision. Unless otherwise agreed, all AI-generated content will be reviewed and, if necessary, adapted by a natural person after creation. AI tools will not be used if it is evident to the Contractor that their use would conflict with the legitimate interests of the Client. If the Client does not want AI technologies to be used for specific projects or parts thereof, they must notify the Contractor separately in text form.
1.3.2 The Contractor ensures that content created wholly or partially with AI does not infringe the rights of third parties. If exclusive usage rights are to be granted for content created wholly or partially using AI, the Contractor will ensure that such transfer of rights is possible (e.g., by adapting AI-generated works so that they achieve originality and copyright protection).
1.3.3 Separate labeling of AI-generated content is only required if and to the extent such labeling is required by law or if, at the time of service provision, it is foreseeable that such labeling will soon be legally required (e.g., under AI Act regulations). The same applies to notifications that certain work results were created using AI.
Part 2 – Online Presence and Technology
2.1 Website and Shop Development (Agile)
2.1.1 Unless otherwise individually agreed, the creation of new or the extension of existing websites/shops or web/shop components (hereinafter “website development”) is carried out based on agile methods. The remaining provisions of these GTC remain unaffected.
2.1.2 The subject of website development contracts between the Contractor and the Client is generally the development of new websites or the extension of existing websites (e.g., integration of new interfaces or programming of new online applications) in accordance with the technical and/or design specifications of the Client. Website development contracts concluded between the parties are contracts for work and services within the meaning of Sections 631 et seq. of the German Civil Code (BGB).
2.1.3 The specific services agreed upon are set out in the individual contract concluded between the Contractor and the Client. For this purpose, the Client shall first submit a request to the Contractor with the most accurate possible description of the desired website content (design elements such as images, layouts, logos, fonts, etc., shall be defined and provided by the Client, unless otherwise agreed). This request constitutes an invitation to the Contractor to submit an offer. The Contractor will review the Client’s specifications described in the request to the best of its knowledge and belief for completeness, suitability (except for legal suitability, particularly regarding third-party rights), clarity, feasibility, and consistency, and will prepare an offer based on the Client’s stated wishes. A contract between the Contractor and the Client is only concluded when the Client accepts the offer.
2.1.4 The Client may submit change requests at any time, provided they are covered by the originally agreed scope of services. Such adjustments become part of the original contract if both parties agree in text form (e.g., by email). In all other respects, the Contractor is only obliged to deliver the functions/positions listed in the contract or to provide the agreed service. Additional services must be agreed upon and remunerated separately.
2.1.5 Once the website has been completed, the Contractor will request the Client to accept the website.
2.1.6 The Contractor’s work is subject to the condition that all data (e.g., texts, templates, graphics, fonts) and/or system environments to be provided by the Client and required for the implementation of the project are made available to the Contractor in a timely and suitable manner. The Contractor shall not be responsible to the Client in any way for delays caused by late (necessary) cooperation or contributions by the Client.
2.1.7 The review or procurement of rights, the procurement and/or integration of plugins and/or tools (e.g., analytics) or certificates (e.g., SSL/TLS) are only owed by the Contractor if expressly agreed individually. Unless otherwise expressly agreed, the Client has no claim to the delivery of graphics, source codes, (development) documentation, manuals, or other supplementary documentation.
2.1.8 Unless otherwise agreed, the websites created will be optimized for the Chrome, Safari, Firefox, and Edge browsers in their current versions (the last two versions of each browser). Search engine optimization (SEO) is only owed if expressly agreed.
2.1.9 The Contractor is neither authorized nor obliged to advise the Client on competition law, consumer protection law, labeling requirements, or other legal issues within the meaning of the Legal Services Act. It is therefore the Client’s responsibility to inform themselves about the competition, consumer protection, and labeling requirements applicable to their shop and, if necessary, to have the shop reviewed by a specialized lawyer.
2.1.10 After completion of the website and/or individual parts thereof, the Contractor may offer the Client maintenance and support services for the website. However, the Contractor is not obliged to make such an offer, nor is the Client obliged to accept further services from the Contractor. Any such agreements are subject to individual arrangements. If no additional maintenance and support services are agreed between the parties, the Client alone is responsible for the technical maintenance and updating of the website after acceptance. The Contractor shall not be liable to the Client for any security vulnerabilities that may be exploited for unlawful purposes (hacking) due to outdated third-party software.
2.2 Website and Shop Development (Requirements and Functional Specification)
2.2.1 If the parties have agreed to develop new or extend existing websites/shops or web/shop components (hereinafter “website development”) based on a requirements and functional specification, processing shall be carried out in accordance with this section.
2.2.2 The subject of website development contracts between the Contractor and the Client is generally the development of new websites or the extension of existing websites (e.g., integration of new interfaces or programming of new online applications) in accordance with the technical and/or design specifications of the Client. Website development contracts concluded between the parties are contracts for work and services within the meaning of Sections 631 et seq. of the German Civil Code (BGB).
2.2.3 The scope of services to be provided by the Contractor is determined by the individual agreements between the parties and by a detailed requirements specification prepared by the Client, as well as the resulting functional specification. The Contractor will review the Client’s requirements in the specification to the best of its knowledge and belief for completeness, suitability (except for legal suitability, particularly regarding third-party rights), clarity, feasibility, and consistency. If the Contractor determines that the specifications are unsuitable for creating a website, the Contractor will immediately inform the Client and make a proposal for supplementation and/or modification. The Client shall comment on any proposals regarding the requirements specification within a reasonable period in writing or text form and finally confirm the content of the specification in writing or text form. Once the parties agree on the requirements specification, its contents become part of the contract.
2.2.4 Based on the requirements specification, the Contractor shall prepare a functional specification primarily describing the technical and/or design implementation of the requirements. Once completed, the Contractor will present the functional specification to the Client for acceptance. The Client may reject it and request changes or adjustments. The Contractor undertakes to provide up to two alternative proposals considering the Client’s wishes. If the Client is ultimately not satisfied with the final proposal, either party may – where legally permissible – terminate the contract extraordinarily or withdraw. The Contractor’s fees and/or expenses incurred in connection with the requirements and/or functional specification must be appropriately paid or reimbursed by the Client in this case.
2.2.5 Once the functional specification is accepted by the Client, the services described therein are considered finally agreed between the parties. Any deviation requires express individual agreement. The Contractor will not provide services beyond those described in the accepted functional specification, nor reduced services. After acceptance of the functional specification, the Contractor will develop and program the website in accordance with the agreed specifications.
2.2.6 The Contractor will provide the Client with a schedule and work plan along with the functional specification. The content and requirements of this plan become part of the contract unless the Client objects immediately. The Contractor undertakes to deliver the completed website or parts thereof by the final date specified in the plan on a suitable data medium, by email, or uploaded to a server specified by the Client. The details of delivery or upload are subject to individual agreement.
2.2.7 The Contractor’s work is subject to the condition that all data (e.g., texts, templates, graphics) and/or system environments to be provided by the Client and required for the implementation of the project are made available in a timely and suitable manner. The Contractor shall not be responsible to the Client for delays caused by late cooperation or contributions.
2.2.8 Once the website has been completed, the Contractor will request the Client to accept it. If required, a test phase may be agreed before acceptance. If the Client identifies defects before acceptance or during an agreed test phase, they shall notify the Contractor in writing or text form. The Contractor will endeavor to correct the defects professionally. Temporary workarounds may be provided.
2.2.9 The review or procurement of rights, the procurement and/or integration of plugins and/or tools (e.g., analytics) or certificates (e.g., SSL/TLS) are only owed by the Contractor if expressly agreed individually. Unless otherwise expressly agreed, the Client has no claim to the delivery of graphics, source codes, (development) documentation, manuals, or other supplementary documentation.
2.2.10 Unless otherwise agreed, the websites created will be optimized for the Chrome, Safari, Firefox, and Edge browsers in their current versions (the last two versions of each browser). Search engine optimization (SEO) is only owed if expressly agreed.
2.2.11 The Contractor is neither authorized nor obliged to advise the Client on competition law, consumer protection law, labeling requirements, or other legal issues within the meaning of the Legal Services Act. It is therefore the Client’s responsibility to inform themselves about the competition, consumer protection, and labeling requirements applicable to their shop and, if necessary, to have the shop reviewed by a specialized lawyer.
2.2.12 After completion of the website and/or individual parts thereof, the Contractor may offer the Client maintenance and support services for the website. However, the Contractor is not obliged to make such an offer, nor is the Client obliged to accept further services from the Contractor. Any such agreements are subject to individual arrangements. If no additional maintenance and support services are agreed between the parties, the Client alone is responsible for the technical maintenance and updating of the website after acceptance. The Contractor shall not be liable for any security vulnerabilities that may be exploited for unlawful purposes (hacking) due to outdated third-party software.
2.3 Maintenance and Support of Websites / Shops
2.3.1 After completion of the website and/or parts thereof, the Contractor may offer the Client maintenance and support services for the website (“maintenance contracts”). The Contractor may also offer maintenance for third-party websites. However, the Contractor is not obliged to make such an offer, nor is the Client obliged to accept further services from the Contractor. Such agreements are subject to individual arrangements.
2.3.2 Maintenance contracts include the elimination of functional issues and the ad-hoc updating of the website for common browsers in their current versions. Additional services, such as regular maintenance, may be agreed individually.
2.3.3 The Contractor is not liable for functional issues or incompatibilities caused by unauthorized changes by the Client or other errors outside the Contractor’s control; the provisions under “Liability/Indemnification” remain unaffected.
2.3.4 Maintenance includes, unless otherwise agreed, only technical updates and not content updates of the website. The Contractor is not obliged, unless otherwise agreed, to update the imprint or privacy policy.
2.4 Web Hosting
2.4.1 The Contractor also offers hosting services for websites/shops it has developed. The Contractor will use third-party servers to provide hosting services. The Contractor will inform the Client about the servers and third-party providers used before the conclusion of the contract. The specific scope of services (domain management, storage space, email hosting, certificates, etc.) is subject to individual agreement between the parties.
2.4.2 The availability of the servers used for hosting shall be at least 99 percent on an annual average. This excludes periods when the servers are unavailable due to events beyond the Contractor’s control (force majeure, actions by third parties, technical problems outside the Contractor’s control, etc.).
2.4.3 It is the Client’s responsibility to create regular backups of their hosted data. If the Client is unable to do so, they must engage the Contractor or another qualified third party to carry out the backups. The Client is liable for any data loss resulting from inadequate data backups.
2.4.4 No content may be stored on the provided storage space that is offensive, extremist, glorifies or trivializes violence, incites hatred, right-wing extremist, discriminatory, anti-constitutional, harmful to minors, or pornographic, or that infringes the rights of third parties (e.g., trademark or copyright) or violates applicable law or public decency (especially criminal or regulatory law), or contains malicious code or malware. If the Contractor becomes aware that unlawful content within the meaning of this paragraph may be stored, the Contractor will proceed as follows:
2.4.4.1 The Contractor will promptly conduct a cursory review of the content. If it cannot be ruled out that the content is unlawful, the Contractor may temporarily block it or take other appropriate measures, up to and including deletion, depending on the risk. The Contractor will request the Client to comment within a reasonable period.
2.4.4.2 Once the Client’s statement is received or if the Client does not respond within the deadline, the Contractor will make a final decision on how to handle the content. Possible measures include: a warning; permanent blocking or deletion of the content; temporary blocking of the Client (full or partial); ordinary or extraordinary termination of the contract; filing a criminal complaint or report to the regulatory authority (if a crime is suspected that could endanger a person’s life, health, or safety, the Contractor is legally obliged to report it). The Contractor will only take such measures after careful and objective assessment, considering factors such as the severity of the violation, the total number of violations, potential impacts on the Contractor’s services, customers, and third parties, the Client’s overall conduct (e.g., acknowledgment of wrongdoing), the degree of fault (intent, negligence), motives for the violation (where identifiable), and the Client’s statement (if available).
2.4.4.3 The Contractor will inform the Client about the assessment, its result, and the measures taken, unless prevented by legal reasons.
2.4.4.4 The Contractor will not proactively review stored content nor, unless otherwise stated, conduct automated checks of stored content. However, the Contractor will act as soon as it identifies such content itself or is informed of it by third parties. If the Client becomes aware of such content, they may contact the Contractor at any time using the contact details provided in the imprint.
Part 3 – Creation and Design of Content
3.1 Design of Print Products
3.1.1 The subject of print design contracts between the Contractor and the Client is generally the development of print products according to the Client’s design specifications (e.g., creation of banners, posters, signs, flyers, roll-ups, vehicle or shop window decals, textiles, or logo designs). Design contracts concluded between the parties are contracts for work and services within the meaning of Sections 631 et seq. of the German Civil Code (BGB).
3.1.2 The specific services agreed upon are set out in the individual contract concluded between the Contractor and the Client. For this purpose, the Client shall first submit a request to the Contractor with the most accurate possible description of the desired services. This request constitutes an invitation to the Contractor to submit an offer. The Contractor will review the Client’s specifications described in the request to the best of its knowledge and belief for completeness, suitability (except for legal suitability, particularly regarding third-party rights), clarity, feasibility, and consistency, and will prepare an offer based on the Client’s stated wishes. A contract between the Contractor and the Client is only concluded when the Client accepts the offer.
3.1.3 After the conclusion of the contract, the Client’s requirements will be discussed in more detail if necessary and the specifications will be defined. At this stage, the Client may submit requests, provided they are covered by the originally agreed scope of services. If necessary, a rebriefing may be held before production begins. Adjustments become part of the original contract if both parties agree in text form (e.g., by email). In all other respects, the Contractor is only obliged to deliver the items listed in the contract. Additional services must be agreed upon and remunerated separately.
3.1.4 Unless otherwise agreed, the Client is entitled to two correction rounds. Complaints regarding artistic design are generally excluded after the agreed correction rounds have been completed. If the Client wishes further changes, they shall bear the additional costs.
3.1.5 The Contractor’s work is subject to the condition that the Client provides all data (texts, templates, graphics, etc.) required for the implementation of the project in full and in suitable form before work begins. The Contractor shall not be responsible to the Client in any way for delays caused by late (necessary) cooperation or contributions. If the Client fails to fulfill this obligation, the Contractor may charge the Client for the additional time required.
3.1.6 Unless otherwise contractually agreed and unless the purpose of the contract dictates otherwise, the Contractor owes, in addition to the agreed deliverables for print products, only the delivery of a standard print file (e.g., PDF, JPG, or PNG). The Client is not entitled to receive editable files (e.g., open files from graphic design software).
3.2 Execution of Print Orders
3.2.1 The Contractor offers the Client the execution of orders for the production of print products (flyers, brochures, posters, catalogs, etc.). The Contractor performs all agreed actions, such as communication with the printing service provider. Depending on the agreement, the Contractor may offer the services as a direct business transaction or as a brokerage transaction.
3.2.2 If the parties agree on a direct business transaction, the Contractor will print the commissioned print products itself or commission a printing service provider in its own name and for its own account. The Client’s contractual partner is exclusively the Contractor. No contractual relationship is established between the Client and the printing service provider. The Contractor invoices the Client directly, and the Client accepts the print products from the Contractor.
3.2.3 If the parties agree on a brokerage transaction, the Contractor will conclude the printing contract in the name and on behalf of the Client or arrange for such a contract. The Contractor acts solely as an intermediary. The contractual relationship exists exclusively between the Client and the printing service provider. The Contractor is not a party to this contract. The Contractor will inform the Client of all essential steps and coordinate details regarding the contract content and conclusion (particularly type, prices, and quantities) with the Client and is bound by the Client’s instructions. The price and/or terms and conditions of the printing service provider apply. The Client pays the printing service provider directly. Acceptance of the print products is carried out with the printing service provider. It is the Client’s responsibility to check the completed print products for defects. The Contractor is not liable for the proper production of the print products by the printing service provider, particularly for their content, durability, quality, or condition. The Contractor will provide the Client – to the extent legally permissible – with all necessary information in the event of a dispute. The Contractor is not obliged to provide further assistance in asserting claims for defects or other rights. The provisions under “Liability/Indemnification” remain unaffected.
3.2.4 The Client is obliged to carefully check the print data to be transmitted to the printing service provider for content and technical correctness and completeness before submission. Unless otherwise agreed, the Contractor will not check the print data for content or technical correctness. Printing of the ordered print products will only take place after the Client has given final print approval.
3.2.5 If a specific transmission format is required (e.g., PDF, InDesign), the Client shall submit the print data in this format.
3.3 Creation of Texts / Copywriting
3.3.1 The Contractor creates texts for the Client (e.g., press releases, website content, advertising copy, etc.). The content of these texts is determined individually by contract.
3.3.2 Once the agreed texts have been completed, the Contractor will submit them to the Client for approval and acceptance. Unless otherwise agreed, the Client is entitled to two correction rounds. Complaints regarding stylistic design or the inclusion of new information are generally excluded after the second correction round. If the Client wishes further changes, they shall bear the additional costs.
3.3.3 If the Contractor is commissioned to publish the texts, publication will only take place after the Client’s approval, unless otherwise agreed; approval also constitutes acceptance of the texts. For press releases, a distribution date will also be set after approval, on which the release will be sent to the media. If the Client publishes or is to publish the texts themselves, they must first approve them. If the Client publishes the texts before approval, publication is deemed acceptance.
3.3.4 The Contractor is only liable for errors discovered after approval/acceptance in accordance with the provisions under “Liability/Indemnification”.
3.4 Design and Conception of Graphics and Logos (Designs)
3.4.1 The Contractor undertakes, as agreed with the Client, the conception and design of graphics and/or logos (“designs”).
3.4.2 For this purpose, the Client shall first submit a request to the Contractor with the most accurate possible description of the desired designs. This request constitutes an invitation to the Contractor to submit an offer. The Contractor will review the Client’s specifications described in the request to the best of its knowledge and belief for completeness, suitability (except for legal suitability, particularly regarding third-party rights), clarity, feasibility, and consistency, and will prepare an offer based on the Client’s stated wishes. A contract between the Contractor and the Client is only concluded when the Client accepts the offer.
3.4.3 The Contractor’s work is subject to the condition that the Client provides all data (e.g., color definitions) required for the implementation of the project in full and in suitable form before work begins. If the Client fails to fulfill this obligation, the Contractor may charge the Client for the additional time required.
3.4.4 Unless otherwise agreed, the Client is entitled to two correction rounds per design. After the agreed correction rounds have been completed, further requests for changes and complaints (particularly regarding artistic design) will not be considered. If the Client wishes further changes after the agreed correction rounds, the Contractor may produce these for an additional fee.
3.4.5 Once the agreed design has been completed, the Contractor will request the Client to accept the work. The designs will be sent to the Client in a standard file format.
3.4.6 The Contractor grants the Client the usage rights necessary for the intended purpose of the designs. Unless otherwise agreed, the creation of logos includes an unlimited, exclusive, worldwide right of use; however, individual graphic elements of the logos may be used for other works as long as no risk of confusion with the created logo arises. For all other designs, a simple right of use is granted unless otherwise agreed. Transfer of usage rights by the Client to third parties requires an individual agreement with the Contractor. Drafts presented within the correction phase may not be used, reproduced, or passed on to third parties by the Client, whether in original or modified form, without the Contractor’s express consent.
3.4.7 Usage rights are only transferred to the Client after full payment of the fee.
Part 4 – Marketing
4.1 SEO Marketing
The Contractor offers the Client services in the field of SEO marketing. In the course of service delivery, the Contractor is only obliged to carry out measures that, based on the Contractor’s own experience, can positively influence search engine rankings, or measures explicitly instructed by the Client. This constitutes a service within the meaning of Sections 611 et seq. of the German Civil Code (BGB). A specific result (e.g., a specific ranking in the search engine results list) is only owed if expressly guaranteed.
4.2 SEA Campaigns
The Contractor offers the Client services in the field of SEA campaigns. In the course of service delivery, the Contractor is only obliged to make suggestions regarding effective keywords and, after the Client’s approval, to carry out the measure (placement of advertisements). This constitutes a service within the meaning of Sections 611 et seq. BGB. A specific result (e.g., sales figures) is not owed in the course of SEA services unless expressly guaranteed. The Contractor is not obliged to check the legality of keywords. The Contractor will make suggestions to the Client regarding the booking of keywords. The legal review, in particular for third-party trademark rights, and the approval of the keywords are the responsibility of the Client before the campaign is carried out. The agreed fee for the described services does not include the costs for placing paid advertisements; unless otherwise agreed, these costs are to be borne by the Client.
4.3 Placement of Advertisements
4.3.1 The Contractor supports the Client in placing advertisements in social media portals, search engines, and other media (“advertisements”).
4.3.2 The Contractor advises the Client on how to design advertisements so that they achieve the highest possible visibility. Specific results (e.g., sales figures, leads) are not owed.
4.3.3 The Contractor also assists the Client in the conception of texts and images for the advertisements. However, the selection of the content for the advertisements (images, texts, videos, imprint, etc.) is solely the responsibility of the Client. The Contractor will not review this content, or the advertisements as a whole, for its substantive or legal accuracy. It is expressly pointed out that the Contractor is not authorized to provide legal advice to the Client. Should the Contractor, in individual cases, determine that content provided by the Client and/or the advertisements violate applicable law, the Contractor may refuse to post such content or create the advertisements.
4.3.4 All content must be approved by the Client and will then be uploaded by the Contractor to the respective advertising channels, whereby the Contractor only owes the technical upload of the content and is only responsible for this; the provisions under “Liability/Indemnification” remain unaffected.
4.3.5 The agreed fee for the described services does not include the costs for placing paid advertisements; unless otherwise agreed, these costs are to be borne by the Client.
Part 5 – Miscellaneous Provisions
5.1 Prices and Remuneration
The remuneration for the Contractor’s services is subject to an individual agreement between the parties and is generally based on the offer.
5.2 Acceptance
Where a contract for work and services has been agreed, the Contractor will request the Client to accept the work. The acceptance period within the meaning of Section 640(2) Sentence 1 BGB is set at two weeks from the acceptance request, unless, in individual cases, due to special circumstances, a different acceptance period is required, which the Contractor will inform the Client of separately. If the Client does not respond within this period or does not refuse acceptance due to a defect, the work shall be deemed accepted.
5.3 Warranty for Defects
An insignificant defect does not entitle the Client to warranty claims. The choice of the type of subsequent performance lies with the Contractor. The limitation period for defects and other claims is one (1) year; this shortening of the limitation period does not apply to claims arising from intent, gross negligence, or from injury to life, body, or health caused by the Contractor. The limitation period does not restart if subsequent performance is carried out as part of liability for defects. Otherwise, the statutory warranty remains unaffected.
5.4 Granting of Rights, Self-Promotion, and Right of Attribution
5.4.1 The Contractor grants the Client – after full payment of the order by the Client – a simple, non-transferable right of use to the respective work results. Further rights can be agreed individually.
5.4.2 Unless otherwise agreed, the Client expressly permits the Contractor to publicly display the project for the purposes of self-promotion (references/portfolio) in an appropriate manner. In particular, the Contractor is entitled to advertise the business relationship with the Client and to indicate itself as the creator on all created advertising materials and in all advertising measures, without the Client being entitled to any remuneration.
5.4.3 Furthermore, the Contractor is entitled to place its own name, with a link, in an appropriate manner in the footer and in the imprint of the website(s) created by the Contractor, without the Client being entitled to any remuneration.
5.5 Confidentiality
The Contractor will treat all business matters that come to its attention, in particular, but not limited to, print materials, layouts, storyboards, financial data, drawings, audio tapes, images, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products, and any other materials containing films and/or audio plays and/or other copyrighted materials of the Client or affiliated companies, as strictly confidential. The Contractor undertakes to impose the duty of confidentiality on all employees and/or third parties (e.g., suppliers, graphic designers, programmers, film producers, sound studios, etc.) who have access to the aforementioned business matters. The duty of confidentiality applies indefinitely beyond the term of this contract.
5.6 Liability/Indemnification
5.6.1 The Contractor shall be liable without limitation on any legal grounds in the event of intent or gross negligence, in the event of intentional or negligent injury to life, body, or health, on the basis of a guarantee promise, unless otherwise regulated in this regard, or on the basis of mandatory liability, such as under the Product Liability Act. If the Contractor negligently breaches a material contractual obligation, liability shall be limited to the foreseeable, typical contractual damage, unless unlimited liability applies in accordance with the preceding sentence. Material contractual obligations are obligations that the contract imposes on the Contractor according to its content to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on whose compliance the Client may regularly rely. Otherwise, liability on the part of the Contractor is excluded. The above liability provisions also apply with regard to the Contractor’s liability for its vicarious agents and legal representatives.
5.6.2 The Client shall indemnify the Contractor against any claims by third parties that are asserted against the Contractor due to violations by the Client of these GTC or applicable law.
5.7 Final Provisions
5.7.1 Contracts concluded between the Contractor and the Client are subject to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
5.7.2 If the Client 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 Contractor’s registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.
5.7.3 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legal situation, market conditions, or business or corporate strategy) and with reasonable notice. Existing customers will be informed by email no later than two weeks before the amendment takes effect. If the existing customer does not object within the period set in the amendment notification, their consent to the amendment is deemed to have been granted. If they object, the amendments will not take effect; in this case, the Contractor is entitled to terminate the contract extraordinarily at the time the amendment takes effect. The notification of the intended amendment of these GTC will indicate the deadline and the consequences of the objection or lack thereof.