Terms and Conditions

from Synext IT, Becklemer Weg 11, 45711 Datteln – 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 the subject of 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 necessary services to subcontractors in their own name and at their own expense, who may in turn also engage subcontractors. Notwithstanding any deviating agreements, the contractor shall remain the sole contractual partner of the client. The use of subcontractors shall not occur if it is apparent to the contractor that their use conflicts with the legitimate interests of the client. 1.1.4 To the extent that other contractual documents have become part of the contract in text or written form in addition to these GTC, the provisions of these other contractual documents shall take precedence over these GTC in the event of a conflict. 1.1.5 The contractor does not acknowledge deviating general terms and conditions used by the customer, unless expressly agreed otherwise.

1.2 Customer's duty to cooperate

1.2.1 If the customer provides the contractor with texts, images or other content for the fulfilment of the commissioned services, they must ensure that this content does not infringe on the rights of third parties (e.g. copyrights, trademark law, etc.) or other legal norms. In this context, it is pointed out that the contractor is not legally authorised to provide legal advice to the customer. The contractor is above all not obliged and legally unable to examine the customer's business model and/or the works created or acquired by the customer themselves (layouts, graphics, texts, etc.) for their compatibility with applicable law. The contractor will in particular not carry out trademark searches or other intellectual property collision checks with regard to the works provided by the customer. To the extent that the customer provides specific instructions regarding the work to be produced, they shall be liable for them. The customer is obliged to provide all information, data, works (e.g., data for the imprint, graphics, logos, etc.) and access required for the fulfilment of the contract in a complete and correct manner. Furthermore, they must ensure that the instructions provided by them comply with applicable law. 1.2.3 The client is – subject to separate individual agreements – responsible for procuring the materials required for the provision of agency services (e.g. graphics, videos) and shall provide these to the contractor in good time. If the client fails to provide these materials and does not issue any further specifications, the contractor may, at their own discretion and in compliance with copyright attribution requirements, use image material from common providers (e.g. stock photo service providers) or fill the relevant parts of the website with a placeholder. Where the conclusion of a data processing agreement pursuant to Art. 28 GDPR is required for individual order components, both contracting parties undertake to conclude such an agreement – to be provided by the contractor – before the commencement of service provision. 1.2.5 For delays and postponements in the implementation of projects caused by delayed (necessary) co-operation or assistance from the client, the contractor shall not be held responsible towards the client in any way; the regulations under the heading „Liability/Indemnity“ shall remain unaffected by this. 1.2.6 If the customer fails to comply with their co-operation obligations under this clause, the contractor may charge the customer for any additional costs incurred as a result (e.g. costs for stock photos and time spent searching for them).

1.3 Use of Image Material (Stock Photo Policy)

1.3.1 The contractor exclusively uses its own, legally licensed imagery (e.g., stock photos, licensed graphics, or self-created content) for all design and print projects. Images, photos, or graphics provided by the client will not be used. 1.3.2 This regulation serves to ensure the highest quality standards as well as the avoidance of copyright and data protection risks. The contractor guarantees that the image material used is legally licensed and may be used without restriction for the agreed purposes. 1.3.3 The client expressly agrees that only image material provided by the contractor shall be used for the creation of print and digital products. The client is advised that their own images (particularly personal photos, employee photos, private recordings, or content with unclear licensing) cannot be used for legal reasons.

1.4 Use of Artificial Intelligence (AI)

1.4.1 The Contractor is entitled to use Artificial Intelligence (AI tools) technologies for the creation of content (e.g. text, image, audio, or video) in the course of performance. Unless otherwise agreed, all content generated by AI shall be reviewed and, if necessary, adapted by a natural person after its creation. AI tools shall not be used where it is apparent to the Contractor that their use would conflict with the justified interests of the Customer. If the Customer wishes for AI technologies not to be used for specific projects or parts thereof, they must inform the Contractor of this in writing independently. 1.4.2 The contractor warrants that content created wholly or partly by AI does not infringe the rights of third parties. If exclusive rights of use are to be transferred for content created wholly or partly with the help of AI, the contractor shall ensure that such transfer of rights of use is possible (e.g. by modifying the AI-generated works so that a sufficient level of originality and thus copyright protection is achieved). 1.4.3 Separate labelling of AI-generated content is only owed if and to the extent that labelling of the content is legally required, or if it is foreseeable at the time of the service provision that a labelling obligation will be legally required in the foreseeable future (e.g., due to regulations in the AI Regulation). The same applies to notifications that certain work results were created with the assistance of artificial intelligence.

Part 2 – Online Presence and Technology

2.1 Website and Shop Creation (Agile)

2.1.1 Unless otherwise agreed in individual contracts, the creation of new or the extension of existing websites/shops or web/shop components (hereinafter referred to as „Website Creation“) shall be carried out using agile methods. The remaining provisions of these General Terms and Conditions shall remain unaffected. 2.1.2 The subject of website creation contracts between the contractor and the client is, in principle, the development of new websites or the expansion of existing websites (e.g. integration of new interfaces or programming of new online applications), taking into account the technical and/or design specifications of the client. Website creation contracts concluded between the parties are contracts for work within the meaning of §§ 631 ff. BGB. 2.1.3 The individual services agreed upon shall be set out in the contract concluded between the contractor and the customer. To this end, the customer shall first submit a request to the contractor with a description of the desired website content as precise as possible (design-related content such as images, layouts, logos, fonts, etc., shall be determined and provided by the customer, unless otherwise agreed). This request constitutes an invitation to submit an offer by the contractor. The contractor shall review the customer's ideas described in the request to the best of their knowledge and belief for completeness, suitability (with the exception of legal suitability, particularly with regard to third-party rights), clarity, feasibility, and consistency, and shall prepare an offer based on the wishes expressed in the customer's request. A contract between the contractor and the customer shall only come into effect upon the customer's acceptance of the offer. 2.1.4 The Customer may at any time submit customer requests, provided that these are covered by the originally agreed scope of services. Such adjustments shall become part of the original contract if both contractual parties agree in writing (e.g. by e-mail). Otherwise, the Contractor shall only be obliged to produce the functions/items listed in the contract or to provide the agreed services. Any services beyond this must be agreed and remunerated separately. 2.1.5 Once the website has been completed, the contractor will ask the client to accept the website. 2.1.6 The contractor's activity is conditional upon 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 being made available to the contractor in good time and in a suitable format. The contractor shall not be held responsible in any way towards the client for delays and lateness in the implementation of projects caused by delayed (necessary) co-operation or work by the client. 2.1.7 The testing or procurement of rights, the procurement and/or integration of plugins and/or tools (e.g. statistics) or certificates (e.g. SSL/TLS) are only owed by the contractor insofar as this has been expressly agreed upon in an individual contract. – Subject to deviating express individual agreements – there is no claim to the handover of graphics, source codes, (development) documentation, manuals, and other additional documentation. 2.1.8 Unless otherwise agreed, the created websites are optimised for the browsers Chrome, Safari, Firefox and Edge in their respective current versions (the last two versions of the browser respectively). Search engine optimisation (SEO) is only owed if it has been expressly agreed. 2.1.9 The contractor is neither entitled nor obliged to advise the customer on competition, consumer, labelling, or other legal matters within the meaning of the Legal Services Act. It is therefore the customer's responsibility to inform themselves about the competition, consumer, or labelling regulations applicable to their shop and, if necessary, to have the shop reviewed by a specialist lawyer.

2.1.10 Maintenance, care, hosting and support services

Upon completion of the websites and/or individual parts thereof, the contractor can offer the client maintenance, upkeep, hosting and support services in relation to the websites. However, neither is the contractor obliged to make such an offer, nor does the client have to make use of the contractor's further service offers. Corresponding agreements are exclusively the subject of individual agreements. Unless additional maintenance, hosting or support services are agreed between the parties, the customer alone is responsible for the technical maintenance, up-to-dateness, security and operation of the websites after acceptance. The contractor shall not be liable to the customer for any security vulnerabilities that are exploited for unlawful purposes through the use of outdated third-party software.

2.1.11 Models for Hosting and Domain Management

The contractor generally offers the client two models in connection with the creation and operation of websites. a) Customer Model: The customer independently enters into hosting, domain, email, or other contracts with third-party providers in their own name and at their own expense. The contractor can, upon request, handle the technical setup and configuration. b) Operator Model by the Contractor: The contractor assumes hosting, domain management, email setup, and technical support via their own systems or partners.

2.1.12 Domain Ownership

Unless expressly agreed otherwise, if domains are registered via the contractor, this shall be done in principle in the customer's name. The customer remains the legal owner of the domain. Technical administration is carried out by the contractor as part of the support services.

2.1.13 E-mail Accounts and Data

E-mail accounts will be set up on behalf of the client, unless otherwise agreed. The client will receive access to their e-mail accounts and data. Technical management will be carried out by the contractor as part of the support.

2.1.14 Usage rights to the website

Upon full payment, the customer will receive the usage rights to the created website. All rights remain with the contractor until full payment.

2.1.15 Ongoing Hosting and Support Services

If hosting, domain management, or technical support are provided by the contractor, ongoing fees will be charged for these services. The amount of the fees will be based on the respective offer or package.

2.1.16 Contract termination and handover

Upon termination of the agreement, the customer shall, upon request, be granted access to their data and content. The contractor is entitled to charge a reasonable fee for the handover or migration.

2.1.17 Guarantee scheme for risk-free project acceptance (Pay-on-Acceptance model)

The following regulations apply exclusively to the creation of one-page websites and multi-page company websites. These regulations do not apply to other services, particularly print design, branding, or other services. The Pay-on-Acceptance model only applies if it is explicitly mentioned in the respective offer and has been explicitly offered to the customer. Otherwise, the individually agreed payment terms in the offer apply. The contract is concluded upon acceptance of the offer by the client. Project work commences upon conclusion of the contract. For one-page websites, the contractor commits to providing a one-pager suitable for initial acceptance or review within 14 days of project commencement. For multi-page business websites, the contractor undertakes to provide an initial design draft (design template) within 14 days of project commencement, which shall serve as the basis for further implementation. The provision for initial acceptance or review will be expressly communicated in writing by email from the contractor to the client. Delivery after 14 days does not necessarily mean that the project is fully completed in every case. For one-page websites, the project can be fully completed after 14 days, but configuration or fine-tuning work may still be required after this point, provided it is part of the agreed project. For multi-page company websites, it is regularly the case that the design draft provided after 14 days is further developed in the further course of the project and used for the complete finalisation of the website. Upon receipt of the contractor's email notifying of the provision of the work, the client shall have two (2) working days, starting from the following working day, to issue one of the following declarations in writing via email or text: (a) Approval of the results and authorisation to continue or complete the project (acceptance), or b) Rejection of the result and express declaration of a project stop. If the Client does not respond within the specified period of two (2) working days, the work provided shall be deemed to have been approved and accepted on the third (3rd) working day following the dispatch of the Contractor’s email. Remuneration is only due after acceptance of the work. Upon express or tacit acceptance, the contractor shall issue an invoice. Invoices are payable in full within 7 days of the date of issue, unless otherwise agreed. Any suspension of the project prior to or during the acceptance date, as well as the termination of the contractual relationship, must be expressly declared by the client in writing, either by email or in writing. Unless such a declaration of project termination is made, the contract remains in force. Upon receipt of the notice of project termination, the contract shall terminate at no cost to the client. In the event of project termination, the client shall not acquire any rights of use, exploitation, or ownership of the drafts, designs, content, or any other interim results created up to that point. The contractor is entitled to delete or otherwise use all work, files and drafts produced. For multi-page company websites, a further, final acceptance, which must also be in writing, generally takes place after the complete website has been finished. For one-page websites, acceptance after the 14-day deployment period can simultaneously be the final acceptance, provided that all agreed services have been fully rendered. Usage and exploitation rights to the works created shall transfer exclusively to the client upon full payment of the invoice. All rights shall remain with the contractor until full payment has been made. This is expressly not a money-back guarantee, as no payment is due prior to acceptance. Financial risk for the contracting party arises exclusively from the time of the initial acceptance and the resulting payment obligation.

2.2 Website and online shop development (specifications and requirements)

2.2.1 Where the creation of new or the expansion of existing websites/shops or web/shop components (hereinafter referred to as „website creation“) is agreed between the contracting parties based on a requirements specification and statement of work, order processing shall be carried out in accordance with this clause. 2.2.2 The subject matter of website development contracts between the Contractor and the Client is, in principle, the development of new websites or the expansion of existing websites (e.g. the integration of new interfaces or the programming of new online applications) in accordance with the Client’s technical and/or design specifications. Website creation 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 shall be determined, firstly, by individual contractual agreements between the parties and, secondly, by a detailed requirements specification created by the client, as well as the Statement of Work based on it. The contractor shall check the client's requirements described in the requirements specification to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, particularly concerning the rights of third parties), clarity, feasibility, and consistency. Should the contractor recognise that the specifications contained in the requirements specification are not suitable for the creation of a website, the contractor shall inform the client immediately and submit a corresponding proposal for the supplementation and/or adaptation of the requirements specification. The client shall respond in writing or in text form to any proposals made by the contractor regarding the requirements specification within a reasonable period and finally confirm the contents of the requirements specification to the contractor in a binding written or text form. If the parties agree on the requirements specification, its contents shall become part of the contract. 2.2.4 Based on the specification provided by the client, the contractor shall create a statement of work that primarily describes the professional, technical, and/or design implementation of the requirements contained in the client's specification. Upon completion, the contractor shall submit the statement of work to the client for approval. The client is entitled to reject the statement of work prepared by the contractor and to communicate requests for changes or adjustments. The contractor undertakes to submit a maximum of two alternative proposals, taking into account the client's wishes. If the client definitively disagrees with the contractor's final proposal, the client or the contractor may, if legally permissible, terminate the contractual relationship extraordinarily or withdraw from the contract. Any fees and/or expenses incurred by the contractor in connection with the client's specification and/or statement of work shall be appropriately compensated or reimbursed by the client in this case. 2.2.5 If the requirements specification is accepted by the customer, the services described therein shall be considered finally agreed between the parties. Any deviation from the content of the requirements specification accepted by the customer shall require an express individual agreement between the parties. The contractor shall not provide any services beyond those described in the requirements specification accepted by the customer. Likewise, the contractor shall generally not provide any underperformance in relation to the services described in the requirements specification accepted by the customer. After acceptance of the requirements specification by the customer, the contractor shall develop and programme the websites in accordance with the agreed specifications. 2.2.6 In addition to the specification document, the Contractor shall provide the Customer with a schedule and work plan. The content and stipulations of this schedule and work plan shall become part of the contract, unless the Customer objects immediately. The Contractor undertakes to deliver the completed website or parts thereof to the Customer by the end date specified in the schedule and work plan, on a suitable data carrier and/or by e-mail and/or to upload it to a server specified by the Customer. The specifics of the handover or upload of the completed websites shall otherwise be the subject of individually negotiated agreements between the parties. 2.2.7 The contractor's activity is conditional upon 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 being made available to the contractor in good time and in a suitable format. The contractor shall not be responsible in any way to the client for delays and postponements in the implementation of projects caused by late (necessary) co-operation or assistance from the client. 2.2.8 Once the website has been completed, the Contractor shall invite the Client to accept the website. If necessary, a trial period may be agreed prior to acceptance. Should the Client identify any errors prior to acceptance or during an agreed trial period, they shall notify the Contractor of these in writing or in text form. The Contractor shall endeavour to correct the errors in a professional manner. For this purpose, the Contractor may provide temporary workarounds. 2.2.9 The Contractor shall only be obliged to verify or obtain rights, or to procure and/or integrate plugins and/or tools (e.g. statistics) or certificates (e.g. SSL/TLS), insofar as this has been expressly agreed in an individual contract. There shall be no entitlement to the handover of graphics, source codes, (development) documentation, manuals and other supplementary documentation – unless otherwise expressly agreed in individual contracts. 2.2.10 Unless otherwise agreed, the websites created shall be optimised for the browsers Chrome, Safari, Firefox and Edge in their respective current versions (the last two versions of the browser respectively). Search engine optimisation (SEO) is only owed if it has been expressly agreed. 2.2.11 The contractor is neither entitled nor obliged to advise the client on competition law, consumer law, labelling law or other legal matters within the meaning of the Legal Services Act. It is therefore the client's responsibility to inform themselves about the competition, consumer or labelling law provisions applicable to their shop and to have the shop checked by a specialised lawyer if necessary. 2.2.12 Upon completion of the websites and/or individual parts thereof, the contractor may offer the client maintenance and upkeep services in relation to the websites. However, neither the contractor is obliged to make such an offer, nor does the client have to make use of the contractor's further service offers. Corresponding agreements are exclusively the subject of individual agreements. If no additional maintenance and upkeep services are agreed upon between the parties, the client alone is responsible for the technical maintenance and up-to-dateness of the websites after acceptance. The contractor shall not be liable to the client for any security vulnerabilities that are exploited for unlawful purposes through the use of outdated third-party software (hacking).

2.3 Website/Shop maintenance and support

2.3.1 Upon completion of the websites and/or individual parts thereof, the contractor can offer the client maintenance and support services in relation to the websites (hereinafter „maintenance agreements“). The contractor can also offer the maintenance of third-party websites. However, neither the contractor is obliged to make such an offer, nor does the client have to make use of the contractor's further service offers. Corresponding agreements are exclusively the subject of individual agreements. The content of the maintenance agreements is the rectification of malfunctions and the event-related updating of the website for common web browsers in their current versions. Further services, such as regular maintenance, can be agreed upon in individual contracts if necessary. 2.3.3 The contractor shall not be liable for malfunctions and incompatibilities caused by unauthorised alterations by the customer or due to other errors for which the contractor is not responsible; the provisions under „Liability/Indemnity“ shall remain unaffected by this. 2.3.4 Maintenance comprises, subject to deviating agreements, only the technical, but not the content-related updating of the website. The contractor is, subject to deviating individual agreements, in particular not obliged to update the imprint or the privacy policy.

Part 3 – Content Creation and Design

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, in principle, the development of print products according to the client's design specifications (e.g., the design of banners, social media graphics, posters, signs, flyers, roll-ups, vehicle or shop window wraps, textiles, or logo designs). Design contracts concluded between the parties are contracts for work within the meaning of § 631 et seq. of the German Civil Code (BGB). 3.1.2 The services agreed in detail are set out in the contract individually concluded between the contractor and the customer. For this purpose, the customer initially submits a request to the contractor with a description of the desired services that is as precise as possible. This request constitutes an invitation to the contractor to submit an offer. The contractor will check the customer's requirements as described in the request to the best of their knowledge and belief for completeness, suitability (with the exception of legal suitability, particularly with regard to the rights of third parties), clarity, feasibility, and consistency, and will prepare an offer based on the wishes emerging from the customer's request. A contract between the contractor and the customer is only concluded upon the customer's acceptance of the offer. 3.1.3 Upon conclusion of the contract, the client's requirements will be discussed in a further briefing if necessary and the specifications will be refined. At this point, client wishes can be incorporated, provided they are covered by the originally agreed scope of services. If necessary, there is an option for a debriefing before the item of service is produced. Adjustments will become part of the original contract if both parties agree in writing (e.g. by email). Otherwise, the contractor is only obliged to produce the items listed in the contract. Services beyond this must be agreed and remunerated separately. 3.1.4 Unless otherwise agreed, the client is entitled to two correction rounds. Complaints regarding artistic design are fundamentally excluded after the agreed correction rounds have been carried out. If the client requires further changes, they shall bear the additional costs. 3.1.5 The contractor's activity is conditional upon the client providing the contractor with all data (texts, templates, graphics, etc.) required for the project's implementation, in full and in an appropriate format, prior to commencement of the order. The contractor shall not be responsible in any way whatsoever to the client for delays and postponements in the implementation of projects caused by a delayed (necessary) co-operation or provision of services by the client. If the client fails to comply with this obligation, the contractor may invoice the client for the additional time incurred as a result. 3.1.6 Unless otherwise agreed in the contract and to be expected from the purpose of the contract, in the creation of print products, the contractor shall be obliged to hand over a common print file (e.g. PDF, JPG or PNG) in addition to the contractually agreed scope of services. The customer shall not be entitled to receive an editable file (e.g. open files from graphics programmes).

3.2 Processing of print orders

3.2.1 The Contractor offers the Customer the processing of orders for the creation of print products (flyers, brochures, posters, catalogues, etc.). The Contractor undertakes all agreed actions for this purpose, e.g. communication with the respective service provider carrying out the printing (printing service provider). Depending on the agreement, the Contractor offers the services as direct business or intermediary business. 3.2.2 If the parties agree on a direct transaction, the contractor shall print the commissioned print products itself or commission a print service provider in its own name and at its own expense. In this case, the contractor alone is the contractual partner of the customer. No contractual relationship shall arise between the customer and the print service provider. The contractor shall invoice the customer directly for the print products. The customer shall accept the print products from the contractor. 3.2.3 Where the parties agree to a brokerage arrangement, the Contractor shall conclude the contract for the production of the print products with the print service provider in the name and for the account of the Client, or broker such a contract. The Contractor shall act solely as an agent vis-à-vis the print service provider. The contractual relationship shall arise exclusively between the Client and the print service provider. The Contractor shall not be involved in this contract. The Contractor shall inform the Client of all essential steps and shall coordinate with the Client regarding the details of the contract content and conclusion (particularly in respect of type, prices, and quantities) and shall be bound by the Client's instructions. The respective price and/or terms and conditions of the print service provider shall apply. The Client shall pay for the services directly to the print service provider. Acceptance of the print products shall take place vis-à-vis the print service provider. It shall be incumbent upon the Client to check the finished print products for defects. The Contractor shall not be liable for the contractual production of the print products by the print service provider, specifically not for their content, composition, quality, and/or condition. In the event of a dispute, the Contractor shall provide the Client with all necessary information – insofar as legally permissible. Further assistance in asserting warranty claims for defects or other claims shall not be owed by the Contractor. The provisions under „Liability/Indemnification“ shall remain unaffected by this. 3.2.4 The customer is obliged to carefully check the print data to be transmitted for content-related and technical accuracy and completeness before transmitting it to the print service provider. Subject to deviating agreements, the contractor does not check the print data for content-related or technical accuracy. The printing of the commissioned print products will only commence once the customer has given final print approval. 3.2.5 If a specific transmission format is required (e.g. PDF, InDesign), the customer will transmit the print data in this format.

3.3 Text Creation / Copywriting

3.3.1 The contractor creates texts for the client, including (e.g. press releases, website contributions, advertising texts, etc.). The content of these texts will be determined by individual agreement. 3.3.2 Once the agreed texts have been completed, the contractor shall submit them to the client for approval and acceptance. Unless otherwise agreed, the client is entitled to two rounds of revisions. Claims regarding stylistic design or the inclusion of new information in the text are generally excluded after the second revision round. If the client wishes for further changes, they shall bear the additional costs. 3.3.3 If the contractor has been commissioned with publication, the texts shall only be published after approval by the client, unless otherwise agreed; approval shall also constitute acceptance of the texts. For press releases, a distribution date shall also be set after approval, on which they are to be transmitted to the media. If the client publishes or is to publish the texts themselves, they must accept the texts in advance. If the client publishes the texts before acceptance, the publication shall be deemed acceptance. 3.3.4 For defects discovered after release/acceptance, the contractor shall be liable solely in accordanceance with the provisions under the heading „Liability/Indemnity“.

3.4 Design and Conception of Graphics and Logos (Designs)

3.4.1 The Contractor shall, by agreement with the Customer, undertake the conceptualisation and design of graphics and/or logos (hereinafter referred to as „Designs“). 3.4.2 For this purpose, the customer shall first submit a request to the contractor with the most accurate description possible of the designs they require. This request constitutes an invitation to the contractor to submit an offer. The contractor shall examine the customer's ideas described in the request to the best of their knowledge and belief for completeness, suitability (with the exception of legal suitability, particularly with regard to the rights of third parties), clarity, feasibility, and consistency, and shall prepare an offer based on the wishes expressed in the customer's request. A contract between the contractor and the customer shall only come into existence upon the customer's acceptance of the offer. 3.4.3 The Contractor's activity is conditional on the Customer providing the Contractor with all necessary data for the implementation of the project (colour definition etc.) in a suitable format, in full and prior to the commencement of the order. If the Customer fails to meet this obligation, the Contractor may invoice the Customer for the additional time required as a result. 3.4.4 Unless otherwise agreed, the customer is entitled to two rounds of revisions for each individual design. After these revision rounds have been carried out, requests for adjustments and complaints (particularly regarding artistic design) will no longer be considered. Should the customer wish for further changes after the agreed revision rounds have been completed, the contractor can provide these to the customer for an additional fee to be agreed upon. 3.4.5 Once the agreed design has been completed, the contractor will ask the client to accept the work. The designs will be sent to the client in a common file format. 3.4.6 The contractor grants the client the necessary usage rights to the designs for the respective purpose. Subject to deviating regulations, when creating logos, an exclusive usage right that is unlimited in terms of time, place, and content is granted; however, individual graphic elements of the logos may be used for the creation of other works, as long as this does not create a risk of confusion with the created logo. For all other designs, subject to deviating individual agreements, a simple usage right is granted. The transfer of usage rights by the client to third parties requires an individually agreed contract with the contractor. The drafts presented within the correction loop may not be used, reproduced, or passed on to third parties by the client, either in their original form or altered, without the express consent of the contractor. 3.4.7 The rights of use shall only pass to the customer upon full payment of the remuneration.

Part 4 – Marketing

4.1 SEO Marketing

The contractor offers the client, inter alia, services in the field of SEO marketing. In the course of providing services, the contractor is solely obliged to implement measures which, according to the contractor's own experience, can positively influence search engine rankings or are expressly instructed by the client. This constitutes a service within the meaning of §§ 611 et seq. of the German Civil Code (BGB). In contrast, a specific result (e.g., a certain ranking in the search engine results list) is only owed within the scope of SEO services if this has been expressly guaranteed.

4.2 SEA Campaigns

The contractor offers the client services in the area of SEA campaigns. As part of the provision of services, the contractor is solely obliged to submit proposals regarding advertising-effective keywords and, upon approval by the client, to implement the measure (placement of advertisements). These are services within the meaning of §§ 611 ff. BGB. A specific result (e.g. sales figures) is not owed within the scope of SEA services, unless this has been expressly guaranteed. The contractor is not obliged to check the legality of keywords. The contractor submits proposals to the client regarding the booking of keywords. The legal review, in particular concerning third-party trademark rights and the approval of keywords, is the responsibility of the client before the campaign is carried out. The fee agreed for the services described herein does not include the costs for placing paid advertisements; subject to deviating agreements, these costs are to be borne by the client.

4.3 Placing advertisements

4.3.1 The contractor shall support the customer with placing advertisements in social media portals, search engines, and other media („Advertisements“). 4.3.2 The contractor shall advise the client on how to design their advertisements to ensure maximum visibility. Specific results (e.g., sales figures, leads) are not owed in this regard. 4.3.3 The contractor shall also assist the customer with the conceptualisation of texts and images for the advertisements. However, the selection of content for the advertisements (images, texts, videos, legal notices, etc.) shall be the sole responsibility of the customer. The contractor shall not check the content or the advertisements as a whole for factual or legal accuracy. It is expressly pointed out that the contractor is not authorised to provide legal advice to the customer. Should the contractor nevertheless find in individual cases that the content provided by the customer and/or the advertisements violate applicable law, the contractor may refuse to publish such content or create the advertisements. 4.3.4 All content must be approved by the client and will thereafter be uploaded by the contractor into the respective advertising channels, whereby the contractor only owes and is only responsible for the technical uploading of the content; the provisions under „Liability/Indemnity“ remain unaffected hereby. The fee agreed for the services described herein does not include the cost of placing paid advertisements; unless otherwise agreed, these costs shall be borne by the client.

Part 5 – Other Provisions

5.1 Prices and remuneration

The remuneration for the contractor's services is subject to an individual contractual agreement between the parties and is generally based on the offer.

5.1.1 Ongoing remuneration for hosting and support services

Where ongoing services such as hosting, domain management, email operation, or support have been agreed upon, the customer is obliged to pay the agreed ongoing remuneration for them. The amount and scope are set out in the respective offer.

5.1.2 Payment by SEPA Direct Debit

Provided that this is expressly stated in the offer or any other individual agreement, payment can be made by SEPA direct debit for both ongoing services and one-off project services or agreed instalment payments. In this case, the customer undertakes to provide the contractor with a valid SEPA direct debit mandate before the first collection. The contractor is entitled to collect the agreed amounts from the customer's account on the agreed due dates. The customer must ensure sufficient account coverage. The contractor may charge the customer for costs incurred due to returned direct debits for which the customer is responsible.

5.1.2a Instalment payments for project services

Payment by instalments for one-off project services, particularly for web design, development, branding or other work services, is only possible if it is expressly provided for in the respective offer or in an individual agreement. In this case, the number, amount and due date of the individual instalments shall be determined by the offer or the individual agreement. Unless otherwise agreed, the agreed instalments will be collected by SEPA direct debit. If the customer defaults on an instalment or if a direct debit cannot be redeemed due to insufficient funds or for other reasons attributable to the customer, the contractor shall be entitled to demand immediate payment of the entire outstanding balance, provided that the customer has previously been granted a reasonable period for payment which has expired without success.

Advance information for SEPA direct debits

The pre-notification will be provided no later than in the context of the offer, invoice, payment schedule or by separate notification in text form. It must include at least the direct debit amount and the due date. For recurring payments or instalment payments, a single pre-notification may be provided for several future direct debits, provided that the respective amounts and due dates are sufficiently clearly stated.

5.1.3 Term and Termination

Ongoing services shall be provided indefinitely, unless otherwise agreed. Termination is possible with 30 days' notice at the end of the month. The right to terminate one-off project services shall otherwise be governed by the respective offer, individual agreement and statutory provisions.

5.2 Acceptance

Where a work performance has been agreed, the contractor shall request the customer to accept it. The acceptance period within the meaning of § 640 (2) sentence 1 of the German Civil Code (BGB) shall be set at 2 weeks from the request for acceptance, unless a different acceptance period is required in individual cases due to special circumstances, which the contractor will inform the customer of separately in such cases. If the customer does not respond within this period or does not refuse acceptance due to a defect, the work shall be deemed accepted.

5.3 Warranty and Liability for Defects

An insignificant defect does not give rise to warranty claims. The choice of the type of supplementary performance lies with the contractor. The statute of limitations for defects and other claims is one (1) year; this shortening of the statute of limitations does not apply to claims resulting from wilful intent, gross negligence, or injury to life, body, or health by the contractor. The statute of limitations does not recommence if supplementary performance is carried out within the scope of warranty liability. Otherwise, the statutory warranty for defects remains unaffected.

5.4 Grant of Rights, Self-Promotion and Right of Mention

5.4.1 Subject to the Customer's full payment of the Order, the Contractor shall grant the Customer a basic, non-exclusive, non-transferable right of use to the corresponding work results. Further rights may be agreed upon in individual contracts. To the extent that more specific provisions regarding the granting of rights are made in these GTC or in an individual agreement for individual services, these shall take precedence over the above general provisions. 5.4.2 Unless otherwise agreed, the Client expressly grants the Contractor permission to publicly display the project in a reasonable manner for the purposes of self-promotion (references/portfolio). In particular, the Contractor is entitled to advertise the business relationship with the Client and to refer to themselves as the author on all advertising materials and in all advertising measures, without the Client being entitled to any remuneration for this. 5.4.3 Furthermore, the contractor is entitled to place their own name, with a link, in a reasonable manner in the footer and legal notice of the website(s) created by the contractor, without the customer being entitled to any remuneration for this.

5.5 Confidentiality

The contractor shall treat all business processes that come to their attention, including but not limited to, print materials, layouts, storyboards, figures, 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, with strict confidentiality. 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 processes. The duty of confidentiality shall apply indefinitely beyond the term of this agreement.

5.6 Liability/Indemnification

5.6.1 The contractor shall be liable without limitation under any legal basis in cases of intent or gross negligence, in cases of wilful or negligent injury to life, body or health, under a warranty promise, insofar as nothing else is regulated in this regard, or under mandatory liability, such as under the Product Liability Act. If the contractor negligently breaches a material contractual obligation, liability shall be limited to the contractually typical, foreseeable damage, unless liability is unlimited as per the preceding sentence. Material contractual obligations are obligations which, according to their content, the contract imposes on the contractor for the purpose of achieving the contract's objective, the fulfilment of which enables the proper execution of the contract in the first place and the observance of which the customer may regularly rely on. In all other respects, the contractor's liability is excluded. The foregoing liability provisions shall 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 made against the Contractor due to the Client's infringement of these Terms and Conditions or applicable law.

5.7 Final Provisions

5.7.1 The contracts concluded between the contractor and the customers shall be 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 If the customer is a merchant, a legal entity under public law, or a special fund under public law, or does not have a general place of jurisdiction in Germany, the parties agree that the registered office of the contractor shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction shall remain unaffected. 5.7.3 The contractor is entitled to amend these T&Cs for reasons of objective justification (e.g. changes in case law, legal situation, market conditions or business or corporate strategy) and with due observance of a reasonable notice period. Existing customers will be notified of this by email at least two weeks before the amendment comes into effect. If the existing customer does not object within the period set in the notice of amendment, their consent to the amendment shall be deemed to have been given. If they object, the amendments shall not take effect; in this case, the contractor is entitled to terminate the contract extraordinarily at the time the amendment comes into effect. The notification of the intended amendment of these T&Cs will indicate the notice period and the consequences of an objection or its omission. 5.8 Right of withdrawal for ethical and internal company reasons The contractor reserves the right to withdraw from the contract if it subsequently transpires that the project, its content, or the client's business model is directly or indirectly associated with industries, activities, or content that contravene the contractor's ethical, moral, or internal corporate principles. This applies in particular, but not exclusively, to projects related to alcohol, tobacco, drugs, eroticism, gambling, interest-bearing transactions, and certain areas of the entertainment and media industries. The contractor is entitled to declare such a withdrawal even after the conclusion of the contract and after the commencement of service provision, provided that the relevant circumstances only become known at that point in time. In the event of such a withdrawal, any advance payments already made will be fully refunded to the client. Further claims by the client, particularly for damages or loss of profit, are excluded, to the extent permitted by law.