Terms and Conditions (AGB)

These AGB apply to all contracts and business relationships between us (hereinafter the “Agency”) and you as the customer (hereinafter the “Client”). Deviating or conflicting terms and conditions shall only become part of the contract if we expressly agree to them in writing.

To clarify some terms:

• Offer: A preliminary description of our services including a non-binding cost estimate. Our offers are non-binding; they do not yet constitute a binding contract.
  
  
• Order/Engagement: The contract ultimately concluded for one or more services, regardless of the contract form.
  
  

These AGB also apply to all future transactions between the Agency and the Client, even if they are not expressly referred to again in subsequent contracts.

We generally provide our agency services on the basis of service contracts (Dienstverträge), unless expressly agreed otherwise (e.g., a contract for work (Werkvertrag) with a success guarantee). The exact scope of services results from our Offer and/or the individually concluded contract. If additional documents are used to define the scope (e.g., service descriptions, specifications), these will be named accordingly in the Offer or contract.

Our services are deemed rendered once we have carried out the tasks and work steps set out in the Offer or contract. This applies regardless of whether and when you as the Client further use or implement the resulting recommendations, outcomes, or proposals.

Legal review of measures. We only owe a review of the legal admissibility of advertising measures, content, or media used if this has been expressly agreed as part of our engagement. If such review is part of the engagement, we are entitled (and, if legally required, obliged) to engage a qualified legal advisor for this purpose at your expense. Otherwise, it is your responsibility as the Client to have any trademark, competition, or other legal aspects of the content and measures we create reviewed on your own responsibility. If you subsequently commission us with such legal review or risk mitigation, you shall bear the additional costs incurred (e.g., fees for lawyers or authorities), unless otherwise agreed.

We are not obliged to verify the factual accuracy of information and content provided or approved by you (e.g., product descriptions, customer testimonials, or technical data). In other words: you are responsible for substantive statements about your company or products that you specify to us.

Our services are also deemed contractually compliant even if the results created are not registrable or protectable (e.g., no patentability or trademark registration possible), unless we have expressly agreed otherwise. We are under no obligation—but retain the right—to file delivered services as intellectual property (trademarks, designs, patents, etc.).

Please also note that our consulting services do not constitute legal advice. Even when we provide information on topics such as data protection (GDPR) or other legal frameworks, this is always general information within the scope of our services and not binding legal advice. In case of doubt, you should consult an attorney.

For a successful project, we depend on your cooperation. Your key duties are:

• Provision of information. You will provide us in good time and in full with all information, documents, and access required for the assessment and performance of our services. This includes, for example, briefs, logos, images, access credentials, or other materials depending on the project requirements.
  
  
• Accurate and complete information. Please ensure that your information is accurate and complete. If subsequent changes or corrections to your information are required, inform us without delay. If additional work arises or the project is delayed due to inaccurate, subsequently corrected, or incomplete information, we must charge you for the additional effort or resulting damage.
  
  
• Rights clearance for materials. Before providing us with materials (texts, images, graphics, videos, etc.), you must verify and ensure that they are free of third-party rights. In other words: only provide materials you are permitted to use (e.g., because you hold the copyrights or have obtained the necessary licenses). You warrant that the use of these materials in the project does not infringe third-party copyrights, trademarks, designations, or personal rights. Otherwise, you will indemnify us against any third-party claims in this respect.
  
  
• Ongoing project information. Inform us of all processes and circumstances that are or may become relevant to the project. This also applies to changes, new developments, or issues that arise during the collaboration and may impact performance of the engagement.
  
  
• Approval of drafts. Before final publication and/or before completion of a project phase, we will present you with all important drafts, concepts, or interim results for review. You are obliged to review these promptly and either approve them or identify any change requests or defects. By approving a draft or result, you assume responsibility for the correctness of the approved content—be it images, graphics, texts, or other elements. Please ensure the content is accurate and that you agree with the result.
  
  
• Acceptance of services. If you delay the acceptance of completed services or fail to provide a required cooperation despite a written reminder and a reasonable grace period, we are entitled to terminate the contract for cause (without notice). In this case, we may claim compensation for the effort and damage incurred up to that point. The same applies if your delay causes additional costs—we may invoice you for these as well. Your obligation to pay for services already rendered remains unaffected by such termination.
  
  
• In short: constructive and proactive cooperation on your part is a prerequisite for us to fulfill our engagement smoothly and successfully.

We strive to meet agreed schedules. However, unless explicitly confirmed in writing as binding, dates and delivery periods in our projects are to be understood as non-binding guidance. If specific milestones or deadlines are absolutely essential for you, such exceptions must be expressly agreed in writing.

Please note:

• Dependence on your cooperation. If you do not provide required cooperation (see your duties above) in good time or in full, delivery times may shift accordingly. We are not liable for delays in our performance resulting therefrom.
  
  
• Change requests. If, after the start of the contract, you request changes or additional services of significant scope, originally stated dates may no longer apply. In such cases, we will jointly agree on new realistic schedules. Minor adjustments that do not materially affect the project flow are of course excluded from this.
  
  
• Damages for delay caused by the Client. If you as the Client culpably breach your duties to cooperate (e.g., delivering necessary inputs far too late), we may claim compensation for the resulting damage, including any additional costs (e.g., for idle time or additional labor). We expressly reserve further statutory claims (e.g., default interest, etc.).
  
  
• Force majeure. Events beyond our control—so-called force majeure—may also mean that agreed dates cannot be met. In such cases, we are entitled to postpone performance by the duration of the disruption plus a reasonable ramp-up period. Example: if our work becomes impossible or unreasonably difficult due to natural disasters, pandemics, labor disputes (strike/lockout), or failures of critical infrastructure, the delivery period will be extended accordingly. Important: no claims for damages may be derived from such delays—even if you miss important dates or events as a result. Both parties undertake to inform each other without delay as soon as a case of force majeure and its possible effects become known.

It is in the nature of certain projects that we must involve third-party services or external service providers (e.g., for printing, specialized development, translations, etc.). The following applies:

• Use of third parties. We may, at our discretion, decide whether to perform services ourselves or to engage qualified third parties as vicarious agents and/or have services performed by third parties. We select external partners carefully and ensure they have the necessary qualifications.
  
  
• Engagement in our own name or in the Client’s name. If we engage third parties on your behalf, we may do so either in our own name or—after prior coordination with you—in your name. The latter can be sensible, for example, to establish direct contractual relationships between you and the third-party provider (e.g., when concluding hosting contracts, licenses, etc., for you). In any case, we will inform you which service is provided by whom.
  
  
• Obligations extending beyond our contract term. If the engagement of a third party gives rise to obligations that extend beyond the term of our contract (e.g., ongoing license fees, maintenance contracts), you as the Client will assume these obligations as soon as our contractual relationship ends. This applies in particular if our agency contract is terminated early for cause—ongoing contracts with third parties that we concluded in your name must then be continued or properly terminated by you.
  
  
• No poaching of partners. We ask for fairness: you undertake, during the project and for 24 months after its completion, not to engage directly or indirectly for your own projects any external service providers used by us and identified to you, without our involvement. This clause protects our partner relationships. If you nevertheless wish to continue working with a partner we introduced, please talk to us—we will surely find an amicable solution.

• Fees and prices. Our fees are set out in the individual contract or Offer. If, in a specific case, no fee has been expressly agreed for a certain service, our then-current hourly rates at the time of commissioning apply. All prices are net, plus statutory VAT.
  
  
• Additional effort. If additional effort arises during the project that was not included in the original Offer (e.g., due to changed requirements or additional requests), this will be billed at the applicable hourly rates or agreed unit prices. Deviations regarding remuneration for additional services require written form.
  
  
• Progress payments. If a project extends over a longer period, we are entitled to issue partial invoices (progress payments) for partial services already performed. These partial services do not necessarily need to be in usable final form—they may also be hours worked to date or internal interim results delivered along the way. Interim billing serves to adequately cover our effort during the project.
  
  
• Cancellation before project start. If you, as the Client, withdraw from the engagement before project start (cancellation), we may charge a cancellation fee as a percentage of the originally agreed fee, staggered by time of cancellation:
  
  
  • Up to 4 weeks before project start: 20% of the fee
    
    
  • From 4 weeks to 2 weeks before project start: 25% of the fee
    
    
  • Less than 2 weeks before project start: 30% of the fee
    These lump sums compensate for reserved effort. You remain free to demonstrate that no damage or substantially lower damage was incurred in the specific case.
    
    
• Termination after project start. If, after project start, the engagement is ended or terminated early by you, Section 649 of the German Civil Code (BGB) applies. In simple terms: we generally retain the claim to the agreed remuneration less what we save as a result of the contract’s termination or what we acquire by using our labor elsewhere. Put differently, we will invoice you for services already rendered; any saved expenses will be credited.
  
  
• Incidental expenses and outlays. Unless otherwise agreed, in addition to our fee we are entitled to reimbursement of necessary expenses and incidental costs. This includes, for example, travel and accommodation costs, mileage, shipping costs, third-party license fees, or similar expenses incurred in the course of project execution. Such costs are shown transparently and usually billed against receipts.
  
  
• Fee models. Depending on the agreement, our remuneration may be structured as follows:
  Fixed-price projects. Where a fixed total price is agreed, 50% of the fee is due upon commissioning (advance payment) and a further 50% upon project completion—e.g., at the start of quality assurance or the agreed go-live date.
  Time & materials. For hourly billing, we invoice 50% of the estimated total at commissioning. Once this first prepayment is approx. 75% consumed, a further 25% becomes due. The remaining 25% falls due when approx. 75% of the second tranche is consumed. This ensures ongoing projects are appropriately funded.
  Retainer / time-based agreements. For monthly retainers, each service month is payable in advance. We typically issue the monthly invoice at least 7 days before the new service period begins. Unless otherwise agreed, such retainers usually have a term (e.g., 6, 12, or 24 months) within which a certain monthly hour or service allotment can be used.
  
  
• Due date and payment default. Unless agreed otherwise: invoices are payable immediately upon receipt without deduction, but no later than within 14 calendar days. The decisive factor is receipt of payment in our account. If an invoice is not paid within the payment period, you are in default without further reminder on the first day after the due date. From that time, we reserve the right to charge default interest at the statutory rate (Section 288 BGB, currently 9 percentage points above the base rate for B2B transactions). We will also contact you again in the event of default; we expressly reserve the right to assert further default damages.
  
  
• Right to withhold performance. Until all due invoices are paid in full, we are entitled to withhold further work. That means we are not obliged to start new services or continue ongoing work while you are in arrears. Important: your obligation to pay the contractually agreed fee remains unaffected—you cannot rely on our right to withhold performance to suspend payments permanently.
  
  
• Additional levies. Any public charges or fees in connection with our services are borne—unless otherwise agreed—by the Client. This includes, e.g., customs duties, fees for official permits, or registration costs. Any contributions to the German Artists’ Social Security (Künstlersozialabgabe), where applicable when commissioning self-employed artists or publicists, as well as other taxes or levies charged in the course of the project, are at your expense—even if they are imposed retroactively.
  
  
• Set-off and retention by the Client. You may set off your own claims against our remuneration only if such claims are undisputed or have been finally adjudicated. You may also exercise a right of retention only to the extent it is based on claims that are undisputed or finally adjudicated. Put simply: disputed or not yet finally decided counterclaims do not entitle you to withhold payments to us.

Until full payment of all remuneration claims under the respective contract, all deliverables and work results supplied or created by us remain our property. Only after full settlement of the agreed fee (including any incidental costs and taxes) do ownership rights transfer to the Client.

For clarity: “goods” within the meaning of this clause include all services we have provided—e.g., concept papers, ideas, texts, graphics, designs, software code, data carriers, etc. Prior to full payment, you may not disclose, sell, or otherwise dispose of these results to third parties unless we have given our written consent in the specific case.

Both parties have the right to terminate the contract for cause without notice. For us as the Agency, good cause exists in particular if:

• Impossibility of performance. Performance of the agreed service becomes impossible for reasons attributable to you as the Client or is significantly delayed despite a reasonable grace period set by us.
  
  
• Breaches despite warning. You repeatedly and despite written warning (with a reasonable grace period) breach material contractual obligations—for example, by failing to make due payments or by seriously neglecting your duties to cooperate.
  
  
• Doubts as to creditworthiness. There are justified concerns about your creditworthiness and you neither make requested advance payments nor provide appropriate security, although we have asked for it.
  
  

In the event of termination for cause by us, we retain the right to compensation for damages incurred due to your breach of contract. Statutory termination rights and consequences (for both parties) remain unaffected by the above.

Of course, we hope our cooperation proceeds smoothly and there is no reason for such extraordinary termination. Should it nevertheless occur, we will endeavor to handle any outstanding matters fairly and transparently.

• Agency confidentiality. We undertake to treat as strictly confidential all trade and business secrets and confidential information that we learn in the course of our collaboration with you. This confidentiality obligation is unlimited in time—i.e., it continues beyond the end of the contractual relationship.
  
  

Confidential documents and information are disclosed by us only to those persons directly involved in performing the project and who need to know such information for their tasks. All employees and any engaged external service providers are likewise bound to confidentiality.

If you have specific confidentiality requirements (e.g., NDAs—Non-Disclosure Agreements), please inform us at an early stage so that we can put the necessary agreements in place.

The duty of confidentiality does not apply to information that is publicly known, was lawfully known to us from another source, or that we developed independently of the engagement. We may also disclose information if we are legally or by administrative/judicial order obliged to do so—in such case, we will inform you in advance where permitted.

Our liability is in accordance with statutory provisions, but—where legally permissible—limited as follows:

• For damage caused intentionally or by gross negligence by us, our legal representatives, or vicarious agents, we are liable without limitation under statutory provisions.
  
  
• In cases of simple (slight) negligence, we are liable only for breach of a material contractual duty (so-called cardinal duty) or in the event of default or impossibility. Material contractual duties are those whose fulfillment enables proper performance of the contract in the first place and on whose observance the customer may regularly rely.
  
  
• Limitation of amount. Where we are liable for slight negligence, our liability is limited to the damage foreseeable at the time the contract was concluded and typical for the type of contract. In other words: in such cases, we do not accept liability for remote consequential damage, atypical damage, or unrealized profit opportunities, but only for what could reasonably be expected in the event of damage.
  
  
• In certain cases, we do not exclude or limit our liability: this naturally applies to damage arising from injury to life, body, or health; in the event that we have assumed a guarantee or assurance (to the extent the guaranteed success is missing); in cases of fraud (Arglist); or for claims under the German Product Liability Act (Produkthaftungsgesetz). Claims due to legal defects (Rechtsmängel) attributable to us likewise remain unaffected.
  
  
• Warranty. Where we are obliged to provide a warranty in individual cases (for work services / Werkleistungen), statutory provisions apply. You are obliged to notify any defects without undue delay. We will remedy justified defects within a reasonable period (subsequent performance). If subsequent performance fails, you are entitled to the statutory rights of reduction, self-help, damages, or rescission. However, even in the event of warranty, we are liable only in accordance with the standards set out above (e.g., no liability for simple negligence outside cardinal duties, etc.).
  
  
• Errors and mistakes. Despite the greatest care, typographical or calculation errors, misunderstandings, or similar mistakes can occur. Such obvious errors entitle us to challenge (anfechten) a contract or declaration on our part (e.g., if an Offer mistakenly states an incorrect price). In such case, your claims for damages due to our challenge are excluded unless we are at fault regarding the error.
  
  

Notwithstanding the above liability provisions, we recommend—particularly for projects with high investments or many stakeholders—that you independently take out appropriate insurance (e.g., business liability insurance) to hedge residual risks.

Where we owe a specific work result (i.e., a final, individually produced deliverable such as a specific website design, an app, or a campaign), acceptance by you as the Client is required after completion.

The process is typically as follows: we notify you of completion of the work and you review the result within a short period. You are obliged to declare acceptance if the work result is substantially in accordance with the contract. Acceptance is deemed to have occurred if you do not expressly refuse acceptance within seven (7) calendar days after delivery and identify at least one material defect in writing. In other words: if you do not respond within this period or raise only minor complaints, we assume tacit acceptance.

If there are material deviations or defects, we will of course remedy these at our expense within a reasonable period and present the corrected performance to you again for acceptance. In this case, the seven-day acceptance period starts anew from the provision of the revised performance. Your statutory rights in the event of defects (see warranty in Section 10) remain unaffected.

Upon acceptance, our performance obligation for work services ends and the warranty period (where applicable) begins.

• Original works and third-party rights. Where we create copyright-protectable results as part of the engagement (e.g., graphic designs, texts, code, illustrations, etc.), we grant you the usage rights agreed in the contract. Only after full payment of the agreed fee do you receive the right to use the works to the extent set out in the contract (scope, term, media, territory, etc.).
  
  

Without express consent, you may use the works we provide only for the contractually agreed purpose and period. In particular, the editing or further development of our created content by you or third parties is permissible only with our prior consent and—if we are not the author—where applicable the consent of the respective author.

• Liability for legal defects. We do not assume liability that the works and results we deliver are free of third-party rights that do not originate from you. That is, should third-party copyrights, trademarks, or other IP rights nevertheless be infringed by our performance, we are liable only within the statutory provisions and the limitations set out in Section 10. However, we assure that we do not knowingly infringe third-party rights and will promptly review any indications of possible infringements.
  
  
• Self-promotion. We reserve the right to use works we have created for our own promotional purposes without time limitation. Concretely, we may present concepts, designs, websites, campaigns, etc. developed for you on our own website, in presentations, or in other media as references, unless expressly agreed otherwise. If specific projects or information are to remain confidential, please let us know—we will of course respect your wishes if you object to publication as a reference in a particular case.
  
  
• Unused drafts. Ideas, drafts, concepts, or proposals that you receive from us during the project but reject or that are not executed remain our property / with us. You receive no usage rights therein. This also applies to drafts and templates that do not enjoy statutory protection (e.g., under copyright law)—these may also not be used further by you without our consent. We as the Agency may, however, use or further develop such discarded ideas for other projects or clients, provided they are not based on your protected information.

If we develop a concept for you or present ideas before a contract is concluded (e.g., as part of an Offer, a pitch presentation, etc.), the following applies: you acknowledge that we already invest significant creative and time effort in this phase—without you owing consideration yet. All concepts, strategies, design drafts, and texts that we show you before contract conclusion are our intellectual property.
Such documents and content are protected by copyright to the extent they reach the required level of creativity. Without our consent, you are not permitted to use or disclose to third parties the ideas, concepts, or parts thereof that we present—neither unchanged nor in modified form. If no engagement is awarded, all documents remain with you for viewing only; we expect return or destruction of these materials and no further use. Commercial use or implementation of our pre-contractual services by you is only permitted with our express written consent. Otherwise, we will assert claims for unauthorized use where appropriate.
In short: our proposals and ideas are meant to convince you—but please do not use them without commissioning us.

After project completion, we are not obliged to retain materials or data you have provided on a permanent basis. In fact, we will, without being asked, delete or destroy all client documents, files, and data in our possession upon completion of the engagement, unless statutory retention obligations prevent this or we have expressly agreed otherwise.
This means: if you do not have copies of your supplied materials or our deliverables, please inform us in good time if you wish a handover or archiving. As a rule, we assume that you as the Client keep your originals and handle archiving yourself. You have no claim that we retain your data or project results beyond the end of the project or provide them to you again later (unless we conclude a separate agreement, e.g., as part of maintenance contracts or hosting).

We take the protection of personal data very seriously. As an Agency, we comply with the EU General Data Protection Regulation (GDPR) and all applicable data protection laws. Details on the processing of personal data can be found in our Privacy Policy available on our website under “Datenschutz”.

In brief:

• We process personal data of you or your employees only within the purpose of the engagement and in accordance with statutory provisions. This includes, for example, contact data for project communications, content for the creation of marketing materials, analytics data for performance measurement, etc.
  
  
• Where necessary to fulfill the contract, we commission third parties (e.g., freelance specialists or cloud services) to process personal data. In such cases, we conclude the required data processing agreements and ensure these service providers also comply with data protection requirements.
  
  
• You as the Client are responsible for ensuring that the content, customer data, or mailing lists you provide were collected and are used in compliance with data protection law. That means, for example, you must ensure you have the necessary consents for newsletter addresses or that tracking measures on your website are lawful. If a legal review of a measure is required, you as the Client bear the costs unless otherwise agreed.
  
  
• Further details—for example, on data subject rights (access, rectification, erasure, objection, etc.), our data storage and security, and your ability to object to marketing emails—can be found in the aforementioned Privacy Policy. For questions regarding data protection, you can contact us at any time (see imprint/contact or datenschutz@ourdomain.tld).

As already mentioned under delivery periods, the following applies: force majeure and similar unforeseeable, serious events beyond the parties’ control suspend both parties’ obligations for the duration of the disruption plus a reasonable restart period.

We consider force majeure, for example, natural disasters, war, terrorism, pandemics, official orders, power outages, or significant labor disputes (strike, lockout), provided these occur through no fault of the parties and were unforeseeable. In such cases, each party shall promptly notify the other of the event’s occurrence.

For the duration of force majeure and its immediate consequences, neither party is responsible for delays or non-performance. Any claim for damages due to non-performance is excluded in these cases. If the force majeure event continues for an extended period, both parties will discuss an amicable contract adjustment or termination.

• Place of performance / payment. The place of performance for all services under this contract and the place of payment is the registered office of the Agency (unless otherwise agreed).
  
  
• Venue. If you are a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the courts at the Agency’s registered office shall have jurisdiction over all disputes arising from or in connection with this contractual relationship. (For consumers, the statutory venue rules apply; we do not intend to disadvantage consumers by this clause.)
  
  
• Applicable law. The laws of the Federal Republic of Germany apply exclusively, excluding the rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG). In cross-border contracts, please note that mandatory consumer protection provisions of your home country may still apply if you are a consumer.
  
  
• Severability. Should individual provisions of this contract or these AGB be invalid or unenforceable, the validity of the remaining provisions shall not be affected. In such case, the parties will replace the invalid clause by a provision that most closely reflects the economic intent of the invalid clause and is itself valid. The same applies to any gaps.

Version: March 2025 (These AGB reflect the current version. Subject to change—when updated, we will adjust the date accordingly.)

Translation notice (informational)

This English translation of our Terms & Conditions has been prepared with due care and in good faith for the convenience of our clients. However, to the extent legally permissible, only the corresponding German versions are legally binding for all legal texts, contracts, and policies. If any discrepancies arise between this translation and the German original, the German original shall prevail. If you require an authoritative legal translation for a specific jurisdiction, please consult a qualified attorney or sworn translator.