Terms

1.1 General

1.1.1 The Contractor offers the Client a range of 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 enter into contracts with consumers or private individuals.

1.1.3 The Contractor is entitled to award the required services to subcontractors in its own name and for its own account, and those subcontractors may in turn engage subcontractors of their own. Unless agreed otherwise, the Contractor remains the sole contracting party of the Client. Subcontractors are not engaged where it is apparent to the Contractor that their engagement would run counter to the legitimate interests of the Client.

1.1.4 Where further contractual documents in text or written form have become part of the contract in addition to these Terms, the provisions of those further documents take precedence over these Terms in the event of a conflict.

1.1.5 The Contractor does not accept terms and conditions used by the Client that deviate from these Terms, unless it has expressly consented to them.

1.2 Obligations of the Client to cooperate

1.2.1 Where the Client provides the Contractor with texts, images or other content for the performance of the commissioned services, the Client must ensure that this content does not infringe the rights of third parties (for example copyright or trade mark rights) or any other legal provisions. In this context it is pointed out that the Contractor is not permitted by law to provide legal advice to the Client. In particular, the Contractor is neither obliged nor legally able to review the Client’s business model and/or the works created or acquired by the Client (layouts, graphics, texts and the like) for compliance with applicable law. In particular, the Contractor will not carry out trade mark searches or any other checks for conflicting intellectual property rights in respect of the works provided by the Client. Where the Client issues specific instructions regarding the work to be produced, the Client is liable for those instructions.

1.2.2 The Client is obliged to provide the information, data, works (for example the details for the site notice, graphics, logos) and access credentials required for performance of the contract completely and correctly. The Client must further ensure that the instructions it issues comply with applicable law.

1.2.3 Unless agreed otherwise on an individual basis, the Client is responsible for procuring the material required for the provision of the agency services (for example graphics, videos) and shall make it available to the Contractor in good time. If the Client does not provide such material and does not issue any further specifications, the Contractor may, at its own discretion and observing the applicable copyright attribution requirements, use image material from common providers (for example stock photo services) or insert placeholders in the relevant parts of the website.

1.2.4 Where the conclusion of a data processing agreement pursuant to Article 28 GDPR is required for individual parts of the assignment, both parties undertake to conclude such an agreement — to be provided by the Contractor — before the provision of services begins.

1.2.5 The Contractor is in no way responsible towards the Client for delays in the implementation of projects that arise from late (necessary) cooperation or input on the part of the Client; the provisions under the heading “Liability / indemnification” remain unaffected.

1.2.6 If the Client fails to meet its obligations to cooperate under this clause, the Contractor may invoice the Client for the additional expense arising from this (for example the cost of stock photos and the time spent searching 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 (for example text, image, audio or video) in the course of providing its services. Unless agreed otherwise, all content generated by an AI is reviewed by a natural person after it has been created and adjusted where necessary. AI tools are not used where it is apparent to the Contractor that their use would run counter to the legitimate interests of the Client. If the Client does not want AI technologies to be used for particular projects or parts of them, the Client must notify the Contractor of this in text form on its own initiative.

1.3.2 The Contractor warrants that content created wholly or partly using AI does not infringe the rights of third parties. Where exclusive rights of use are to be transferred in content created wholly or partly with the help of AI, the Contractor will ensure that such a transfer of rights of use is possible (for example by modifying the AI-generated works to such an extent that they reach the threshold of originality and thus enjoy copyright protection).

1.3.3 Separate labelling of AI-generated content is owed only if and to the extent that labelling of the content is required by law, or where it is already foreseeable at the time the services are provided that a labelling obligation will be required by law in the near future (for example on the basis of provisions of the AI Act). The same applies to notices stating that particular work results were created with the assistance of artificial intelligence.

2.1 Website and shop development (agile)

2.1.1 Unless individual agreements to the contrary have been made, the creation of new websites/shops or web/shop components, or the extension of existing ones (hereinafter “website development”), is carried out on the basis of agile methods. The remaining provisions of these Terms remain unaffected.

2.1.2 The subject matter of website development contracts between the Contractor and the Client is, as a rule, the development of new websites or the extension of existing websites (for example integrating new interfaces or programming 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 services agreed in detail follow from the contract concluded individually between the Contractor and the Client. To this end, the Client first submits an enquiry to the Contractor with a description of the desired website content that is as precise as possible (design content such as images, layouts, logos, typefaces and the like is, unless agreed otherwise, to be specified and provided by the Client). This enquiry constitutes an invitation to the Contractor to submit an offer. The Contractor will review the ideas described in the enquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradiction, and will prepare an offer on the basis of the wishes expressed in the enquiry. A contract between the Contractor and the Client comes into effect only upon acceptance of the offer by the Client.

2.1.4 The Client may introduce 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 contracting parties consent in text form (for example by email). Otherwise the Contractor is obliged only to produce the functions/items listed in the contract or to provide the agreed service. Services beyond that must be agreed and remunerated separately.

2.1.5 Once the website has been completed, the Contractor will request the Client to accept it.

2.1.6 A prerequisite for the Contractor’s work is that all data to be supplied by the Client and required for implementation of the project (for example texts, templates, graphics, typefaces) and/or system environments are made available to the Contractor in good time and in a suitable form. The Contractor is in no way responsible towards the Client for delays in the implementation of projects that arise from late (necessary) cooperation or input on the part of the Client.

2.1.7 The review or procurement of rights, the procurement and/or integration of plugins and/or tools (for example analytics) or certificates (for example SSL/TLS) are owed by the Contractor only where this has been expressly agreed on an individual basis. Subject to express individual agreements to the contrary, there is no claim to the surrender of graphics, source code, (development) documentation, manuals or other supplementary documentation.

2.1.8 Unless agreed otherwise, the websites created are optimised for the browsers Chrome, Safari, Firefox and Edge in their respective current versions (in each case the last two versions of the browser). Search engine optimisation (SEO) is owed only where it has been expressly agreed.

2.1.9 The Contractor is neither entitled nor obliged to advise the Client on questions of competition law, consumer law, labelling requirements or other legal matters within the meaning of the German Legal Services Act. It is therefore incumbent on the Client to inform itself about the competition, consumer and labelling requirements applicable to its shop and, where appropriate, to have the shop reviewed by a specialist lawyer.

2.1.10 After completion of the websites and/or individual parts of them, the Contractor may offer the Client maintenance and support services in relation to the websites. However, the Contractor is not obliged to make such an offer, nor must the Client make use of the Contractor’s further service offerings. Corresponding arrangements are exclusively the subject of individual agreements. If no additional maintenance and support services are agreed between the parties, the Client alone is responsible after acceptance for the technical upkeep and currency of the websites. The Contractor is not liable towards the Client for any security vulnerabilities exploited for unlawful purposes through the use of outdated third-party software (hacking).

2.2 Website and shop development (requirements and functional specification)

2.2.1 Where the contracting parties have agreed that new websites/shops or web/shop components are to be created, or existing ones extended (hereinafter “website development”), on the basis of a requirements specification and a functional specification, the assignment is handled in accordance with this clause.

2.2.2 The subject matter of website development contracts between the Contractor and the Client is, as a rule, the development of new websites or the extension of existing websites (for example integrating new interfaces or programming 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 the services to be provided by the Contractor is determined by individual contractual agreements between the parties on the one hand and by a detailed requirements specification prepared by the Client, together with the functional specification based on it, on the other. The Contractor will review the ideas described in the requirements specification to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradiction. Should the Contractor recognise that the specifications contained in the requirements specification are not suitable for the creation of a website, the Contractor will inform the Client without undue delay and submit a corresponding proposal for supplementing and/or adjusting the requirements specification. The Client must respond to any proposals of the Contractor regarding the requirements specification within a reasonable period in writing or in text form and finally confirm the content of the requirements specification to the Contractor in a binding manner in writing or in text form. Once the parties agree on the requirements specification, its content becomes part of the contract.

2.2.4 On the basis of the requirements specification, the Contractor prepares a functional specification which primarily describes the technical and/or design implementation of the requirements set out in the requirements specification. Once completed, the Contractor submits the functional specification to the Client for acceptance. The Client is entitled to reject the functional specification prepared by the Contractor and to communicate requests for change or adjustment. The Contractor undertakes to submit a maximum of two alternative proposals taking the Client’s wishes into account. If the Client ultimately does not agree with the Contractor’s last proposal, either the Client or the Contractor may — where legally possible — terminate the contractual relationship for cause or withdraw from the contract. In this case the Client must reasonably remunerate or reimburse the fees and/or expenses incurred by the Contractor in connection with the requirements and/or functional specification.

2.2.5 If the functional specification is accepted by the Client, the services described in it are deemed to have been finally agreed between the parties. Any deviation from the content of the functional specification accepted by the Client requires an express individual agreement between the parties. The Contractor does not provide services beyond those described in the functional specification accepted by the Client. Equally, the Contractor does not, as a rule, provide less than the services described in the functional specification accepted by the Client. After acceptance of the functional specification by the Client, the Contractor develops and programs the websites in accordance with the agreed specifications.

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

2.2.7 A prerequisite for the Contractor’s work is that all data to be supplied by the Client and required for implementation of the project (for example texts, templates, graphics) and/or system environments are made available to the Contractor in good time and in a suitable form. The Contractor is in no way responsible towards the Client for delays in the implementation of projects that arise from late (necessary) cooperation or input on the part of the Client.

2.2.8 Once the website has been completed, the Contractor will request the Client to accept it. Where required, a test phase may be agreed before acceptance. If the Client identifies errors before acceptance or during an agreed test phase, it will report them to the Contractor in writing or in text form. The Contractor will endeavour to correct the errors properly. For this purpose the Contractor may provide temporary workarounds.

2.2.9 The review or procurement of rights, the procurement and/or integration of plugins and/or tools (for example analytics) or certificates (for example SSL/TLS) are owed by the Contractor only where this has been expressly agreed on an individual basis. Subject to express individual agreements to the contrary, there is no claim to the surrender of graphics, source code, (development) documentation, manuals or other supplementary documentation.

2.2.10 Unless agreed otherwise, the websites created are optimised for the browsers Chrome, Safari, Firefox and Edge in their respective current versions (in each case the last two versions of the browser). Search engine optimisation (SEO) is owed only where it has been expressly agreed.

2.2.11 The Contractor is neither entitled nor obliged to advise the Client on questions of competition law, consumer law, labelling requirements or other legal matters within the meaning of the German Legal Services Act. It is therefore incumbent on the Client to inform itself about the competition, consumer and labelling requirements applicable to its shop and, where appropriate, to have the shop reviewed by a specialist lawyer.

2.2.12 After completion of the websites and/or individual parts of them, the Contractor may offer the Client maintenance and support services in relation to the websites. However, the Contractor is not obliged to make such an offer, nor must the Client make use of the Contractor’s further service offerings. Corresponding arrangements are exclusively the subject of individual agreements. If no additional maintenance and support services are agreed between the parties, the Client alone is responsible after acceptance for the technical upkeep and currency of the websites. The Contractor is not liable towards the Client for any security vulnerabilities exploited for unlawful purposes through the use of outdated third-party software (hacking).

2.3 Maintenance and support of websites / shops

2.3.1 After completion of the websites and/or individual parts of them, the Contractor may offer the Client maintenance and support services in relation to the websites (hereinafter “maintenance contracts”). The Contractor may also offer the maintenance of third-party websites. However, the Contractor is not obliged to make such an offer, nor must the Client make use of the Contractor’s further service offerings. Corresponding arrangements are exclusively the subject of individual arrangements.

2.3.2 Maintenance contracts cover the elimination of malfunctions and the updating of the website, as and when required, for common web browsers in their respective current versions. Further services, such as regular maintenance, may be agreed individually where appropriate.

2.3.3 The Contractor is not liable for malfunctions and incompatibilities caused by unauthorised changes made by the Client or based on other faults outside the Contractor’s area of responsibility; the provisions under “Liability / indemnification” remain unaffected.

2.3.4 Unless agreed otherwise, maintenance covers only the technical, not the editorial, updating of the website. Subject to individual agreements to the contrary, the Contractor does not owe in particular the updating of the site notice or the privacy policy.

2.4 Web hosting

2.4.1 The Contractor also offers the Client hosting for the websites/shops it has created. The Contractor will use the servers of third-party companies to perform its services. The Contractor will inform the Client about the servers and third-party companies used before the contract is concluded. The specific scope of services (domain administration, storage space, email hosting, certificates and so on) is the subject of individual agreements between the parties.

2.4.2 The availability of the servers used by the Contractor for hosting purposes is at least 99 per cent on an annual average. This excludes periods during which the servers are unavailable due to events beyond the Contractor’s control (force majeure, acts of third parties, technical problems outside the Contractor’s sphere of influence and so on).

2.4.3 It is incumbent on the Client to create regular backup copies of its hosted data. If the Client is unable to do so, it must commission the Contractor or other suitably qualified third parties with the backup. The Client is itself liable for any data losses arising from inadequate data backup.

2.4.4 No content may be stored on the storage space provided that is insulting, extremist, glorifies or trivialises violence, incites hatred, is right-wing extremist, discriminatory, hostile to the constitution, harmful to minors or pornographic, that infringes the rights of third parties (for example trade mark and copyright law) or other applicable law or public morals (in particular criminal law and the law on regulatory offences), or that contains malicious code or malware. If the Contractor becomes aware that impermissible content within the meaning of this paragraph may be stored on the storage space provided as part of the hosting, it will proceed as follows:

2.4.4.1 The Contractor will carry out a cursory review of the content concerned without undue delay. Should the cursory review show that impermissible content cannot be ruled out, the Contractor may, at its own discretion, provisionally block it or take other measures appropriate to the risk, up to and including deletion of the content. The Contractor will request a statement from the Client and grant it a reasonable period for this.

2.4.4.2 As soon as the Client’s statement is available, or if the Client has not submitted a statement within the period granted, the Contractor will make a final decision on how to deal with the content concerned. The following measures in particular may be considered: a warning; indefinite blocking or final deletion of the content; temporary blocking of the Client (alternatively, partial blocking may be applied); ordinary or extraordinary termination of the contract; a criminal complaint or a report to the public order office (where a criminal offence is at issue that may pose a danger to the life, limb or safety of a person, the Contractor is required by law to report it). The Contractor will take the respective measure only after a thorough and objective weighing of interests, taking into account in particular the severity of the breach, the total number of breaches, potential effects on the services provided by the Contractor, its clients and other third parties, overall conduct (for example insight into the breach), fault (intent, negligence), the motives for the breach (as far as 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 decided upon, unless legal grounds prevent this.

2.4.4.4 The Contractor will not proactively review the stored content and — unless stated otherwise — will not carry out automated checks of the content stored either. It will, however, take action as soon as it identifies such content itself or is notified of such content by third parties. If the Client becomes aware of such content, it may of course contact the Contractor at any time; it may use the contact details in the site notice for this purpose.

3.1 Design of print products

3.1.1 The subject matter of design contracts in the print sector between the Contractor and the Client is, as a rule, the development of print products in accordance with the design specifications of the Client (for example the design of banners, post graphics, posters, signs, flyers, roll-ups, vehicle or shop window lettering, textiles or logo drafts). 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 services agreed in detail follow from the contract concluded individually between the Contractor and the Client. To this end, the Client first submits an enquiry to the Contractor with a description of the desired services that is as precise as possible. This enquiry constitutes an invitation to the Contractor to submit an offer. The Contractor will review the ideas described in the enquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradiction, and will prepare an offer on the basis of the wishes expressed in the enquiry. A contract between the Contractor and the Client comes into effect only upon acceptance of the offer by the Client.

3.1.3 After the contract has been concluded, the Client’s requirements are discussed in a further briefing where needed and the specifications are made concrete. At this point requests may be introduced, provided they are covered by the originally agreed scope of services. Where necessary, a re-briefing is possible before the deliverable is produced. Adjustments become part of the original contract if both contracting parties consent in text form (for example by email). Otherwise the Contractor is obliged only to produce the items listed in the contract. Services beyond that must be agreed and remunerated separately.

3.1.4 Unless agreed otherwise, the Client is entitled to two rounds of corrections. Complaints regarding the artistic design are, as a rule, excluded once the agreed rounds of corrections have been carried out. If the Client wishes further changes beyond this, it must bear the additional costs.

3.1.5 A prerequisite for the Contractor’s work is that the Client provides the Contractor with all data required for implementation of the project (texts, templates, graphics and so on) completely and in a suitable form before the assignment begins. The Contractor is in no way responsible towards the Client for delays in the implementation of projects that arise from late (necessary) cooperation or input on the part of the Client. If the Client fails to meet this obligation, the Contractor may invoice the Client for the time spent as a result.

3.1.6 Unless agreed otherwise in the contract and unless the purpose of the contract requires otherwise, when creating print products the Contractor owes, in addition to the contractually agreed deliverables, only the handover of a common print file (for example PDF, JPG or PNG). The Client has no claim to the surrender of an editable file (for example open files from graphics programs).

3.2 Handling of print orders

3.2.1 The Contractor offers the Client the handling of orders for the creation of print products (flyers, brochures, posters, catalogues and the like). The Contractor takes over all actions agreed for this purpose, for example communication with the respective service provider carrying out the printing (print service provider). Depending on the agreement, the Contractor offers these services either as a direct transaction or as a brokerage transaction.

3.2.2 If the parties agree on a direct transaction, the Contractor prints the commissioned print products itself or commissions a print service provider in its own name and for its own account. In this case the Client’s contracting party is exclusively the Contractor. No contractual relationship arises between the Client and the print service provider. The Contractor invoices the Client for the print products directly. The Client accepts the print products vis-à-vis the Contractor.

3.2.3 If the parties agree on a brokerage transaction, the Contractor concludes the contract for the creation of the print products with the print service provider in the name and for the account of the Client, or brokers such a contract. Vis-à-vis the print service provider the Contractor acts purely as a broker. The contractual relationship arises solely between the Client and the print service provider. The Contractor is not a party to this contract. The Contractor informs the Client about all material steps, coordinates with the Client on the details of the contract content and conclusion (in particular on type, prices and quantities) and is bound by the Client’s instructions. The respective prices and/or terms and conditions of the print service provider apply. The Client pays for the services directly to the print service provider. Acceptance of the print products takes place vis-à-vis the print service provider. It is incumbent on the Client to check the finished print products for defects. The Contractor is not liable for the contractually compliant production of the print products by the print service provider, in particular not for their content, existence, quality and/or condition. In the event of a dispute the Contractor will provide the Client with all necessary information, to the extent legally permissible. Support beyond this in asserting warranty or other claims is not owed by the Contractor. The provisions under “Liability / indemnification” remain unaffected.

3.2.4 The Client is obliged to check the print data to be transmitted carefully for editorial and technical accuracy and completeness before transmission to the print service provider. Unless agreed otherwise, the Contractor does not check the print data for editorial or technical accuracy. The commissioned print products are printed only once the Client has given final print approval.

3.2.5 Where a particular transmission format is required (for example PDF, InDesign), the Client will transmit the print data in that format.

3.3 Creation of texts / copywriting

3.3.1 The Contractor creates texts for the Client, among other things (for example press releases, contributions for websites, advertising copy). The content of these texts is determined by individual agreement.

3.3.2 Once the agreed texts have been completed, the Contractor will transmit them to the Client for approval and acceptance. Unless agreed otherwise, the Client is entitled to two rounds of corrections. Complaints regarding stylistic design, or the incorporation of new information into the text, are as a rule excluded after the second round of changes. If the Client wishes further changes beyond this, it must bear the additional costs.

3.3.3 Where the Contractor has been commissioned with publication, the texts are published, unless agreed otherwise, only after approval by the Client; the approval constitutes acceptance of the texts at the same time. In the case of press releases, a distribution date on which they are to be transmitted to the media is also set after approval has been given. Where the Client publishes the texts itself or is to publish them, it must accept the texts beforehand. If the Client publishes the texts before acceptance, the publication is deemed to be acceptance.

3.3.4 For errors discovered after approval/acceptance, the Contractor is liable exclusively in accordance with the provisions under the heading “Liability / indemnification”.

3.4 Design and conception of graphics and logos (designs)

3.4.1 By agreement with the Client, the Contractor takes over the conception and design of graphics and/or logos (hereinafter “designs”).

3.4.2 To this end, the Client first submits an enquiry to the Contractor with a description of the desired designs that is as precise as possible. This enquiry constitutes an invitation to the Contractor to submit an offer. The Contractor will review the ideas described in the enquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and freedom from contradiction, and will prepare an offer on the basis of the wishes expressed in the enquiry. A contract between the Contractor and the Client comes into effect only upon acceptance of the offer by the Client.

3.4.3 A prerequisite for the Contractor’s work is that the Client provides the Contractor with all data required for implementation of the project (colour definitions and so on) completely and in a suitable form before the assignment begins. If the Client fails to meet this obligation, the Contractor may invoice the Client for the time spent as a result.

3.4.4 Unless agreed otherwise, the Client is entitled to two rounds of corrections for each individual design. Once these rounds of corrections have been carried out, requests for adjustment and complaints (in particular regarding the artistic design) are no longer taken into account. If the Client wishes further changes after the agreed rounds of corrections have been carried out, the Contractor may produce them for the Client against additional remuneration to be agreed.

3.4.5 Once the agreed design has been completed, the Contractor will request the Client to accept the work. The designs are sent to the Client in a common file format.

3.4.6 The Contractor grants the Client the rights of use in the designs required for the respective purpose. Unless agreed otherwise, an exclusive right of use unlimited in time, place and content is granted for the creation of logos; individual graphic elements of the logos may, however, be used for the creation of other works as long as this does not create a likelihood of confusion with the logo created. For all other designs, a simple right of use is granted unless individually agreed otherwise. A transfer of the rights of use by the Client to third parties requires an individual contractual agreement with the Contractor. The drafts presented during the correction rounds may not be used, reproduced or passed on to third parties by the Client, either in the original or in modified form, without the express consent of the Contractor.

3.4.7 The rights of use pass to the Client only after the remuneration has been paid in full.

4.1 SEO marketing

The Contractor offers the Client, among other things, services in the field of SEO marketing. In providing these services the Contractor owes exclusively the implementation of measures which, in the Contractor’s own experience, are capable of influencing search engine rankings positively, or which are expressly instructed by the Client. This constitutes a service within the meaning of sections 611 et seq. of the German Civil Code (BGB). A particular result (for example a particular ranking in the search engine results list), by contrast, is owed as part of the SEO services only where it has been expressly warranted.

4.2 SEA campaigns

The Contractor offers the Client services in the field of SEA campaigns. In providing these services the Contractor owes exclusively the submission of proposals regarding effective advertising keywords and, following the Client’s approval, the implementation of the measure (placement of advertisements). These are services within the meaning of sections 611 et seq. of the German Civil Code (BGB). A particular result (for example sales figures) is not owed as part of SEA services unless this has been expressly warranted. The Contractor is not obliged to review the lawfulness of keywords. The Contractor submits proposals to the Client regarding the booking of keywords. The legal review, in particular with regard to the trade mark rights of third parties, and the approval of the keywords are incumbent on the Client before the campaign is carried out. The fee agreed for the services described here does not include the costs of placing paid advertisements; unless agreed otherwise, these costs are borne by the Client.

4.3 Placement of advertisements

4.3.1 The Contractor supports the Client with the placement of advertisements on social media platforms, in search engines and in other media (“advertisements”).

4.3.2 The Contractor advises the Client on how to design its advertisements so that they achieve the highest possible visibility. Particular results (for example sales figures, leads) are not owed in this respect.

4.3.3 The Contractor also supports the Client with the conception of the texts and images for the advertisements. The selection of the content for the advertisements (images, texts, videos, site notices and so on) is, however, the sole responsibility of the Client. The Contractor will not review this content, nor the advertisements as a whole, for editorial or legal accuracy. In this respect it is expressly pointed out that the Contractor is not permitted to provide legal advice to the Client. Should the Contractor nevertheless establish in individual cases that the content provided by the Client and/or the advertisements infringe applicable law, the Contractor may refuse to place such content or to create the advertisements.

4.3.4 All content must be accepted by the Client and is thereafter uploaded by the Contractor to the respective advertising channels, whereby the Contractor owes, and is responsible for, only the technical upload of the content; the provisions under “Liability / indemnification” remain unaffected.

4.3.5 The fee agreed for the services described here does not include the costs of placing paid advertisements; unless agreed otherwise, these costs are borne by the Client.

5.1 Prices and remuneration

The remuneration for the Contractor’s services is the subject of an individual contractual agreement between the parties and is, as a rule, based on the offer.

5.2 Acceptance

Where work performance has been agreed, the Contractor will request the Client to accept it. The acceptance period within the meaning of section 640 (2) sentence 1 of the German Civil Code (BGB) is set at two weeks from the request for acceptance, unless a different acceptance period is required in the individual case due to particular circumstances, which the Contractor will then communicate to the Client separately. If the Client does not respond within this period, or does not refuse acceptance on account of a defect, the work is deemed to have been accepted.

5.3 Liability for defects

An insignificant defect does not give rise to claims for defects. 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, limb or health caused by the Contractor. The limitation period does not begin anew if subsequent performance is carried out within the scope of liability for defects. In all other respects the statutory liability for defects 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 assignment by the Client — a simple, non-transferable right of use in the respective work results as a matter of principle. Further-reaching rights may be agreed individually.

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

5.4.3 The Contractor is further entitled to place its own name, with a link, in an appropriate manner in the footer and in the site notice of the website(s) created by the Contractor, without the Client being entitled to any remuneration for this.

5.5 Confidentiality

The Contractor will treat all business matters that come to its knowledge as strictly confidential, in particular but not exclusively print documents, layouts, storyboards, figures, drawings, tapes, images, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products and such other documents as contain films and/or radio plays and/or other copyright-protected materials of the Client or of companies affiliated with it. The Contractor undertakes to impose the duty of confidentiality on all employees and/or third parties (for example suppliers, graphic designers, programmers, film producers, sound studios and so on) who have access to the aforementioned business matters. The duty of confidentiality applies without limitation in time beyond the duration of this contract.

5.6 Liability / indemnification

5.6.1 The Contractor is liable without limitation on any legal ground in cases of intent or gross negligence, in the event of intentional or negligent injury to life, limb or health, on the basis of a guarantee, unless otherwise provided in that respect, or on the basis of mandatory liability such as under the German Product Liability Act. If the Contractor negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless liability is unlimited under the preceding sentence. Material contractual obligations are obligations which the contract imposes on the Contractor according to its content in order to achieve the purpose of the contract, whose fulfilment makes the proper performance of the contract possible in the first place, and on whose observance the Client may regularly rely. In all other respects the Contractor’s liability 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 indemnifies the Contractor against all third-party claims asserted against the Contractor on account of breaches by the Client of these Terms or of applicable law.

5.7 Final provisions

5.7.1 The contracts concluded between the Contractor and the Client are governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

5.7.2 Where the Client is a merchant, a legal person under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree on the Contractor’s registered office as 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 Terms for objectively justified reasons (for example changes in case law, in the legal situation, in market conditions or in its business or corporate strategy) and observing a reasonable period of notice. Existing clients will be notified of this by email no later than two weeks before the amendment takes effect. If the existing client does not object within the period set in the notice of amendment, its consent to the amendment is deemed to have been given. If it objects, the amendments do not take effect; in this case the Contractor is entitled to terminate the contract for cause with effect from the date on which the amendment would have taken effect. The notice of the intended amendment to these Terms will point out the period and the consequences of an objection or of its absence.