- General Terms and Conditions

The following general terms and conditions (GTC) apply to all legal transactions of the agency "BRANDJUNG Agentur GmbH", with its contractual partners, hereinafter referred to in short form as "client", in particular for services and/or works in the field of advertising and advertising technology. The offered services and works in detail result from the concept developed by the BRANDJUNG Agentur, the offer, the action proposals or the individual orders and cooperation contracts.

These GTC are an essential part of every concluded contract, as far as no written special agreement has agreed otherwise in detail. They also apply to future business relationships with the customer, without the need for their express inclusion again.

Changes, additions, as well as deviating terms and conditions of the customer to this GTC are only valid if they are recognized in writing by the BRANDJUNG Agentur. This also applies if the business and/or delivery conditions of the customer have not been expressly contradicted.

Offers are always non-binding. Orders are accepted with a written order confirmation by letter or e-mail under the conditions of these GTC. Verbal or e-mail agreed special conditions require written confirmation by letter or e-mail to become effective.

If no order is placed after a presentation, the following things remain the property of the BRANDJUNG Agentur: presentation documents, drafts, ideas and associated works. This means that the customer or organizer of a tender or pitch may not use, edit or use the presentation material as a basis for the development of their own concepts/materials. The customer is obliged to return the documents and materials related to the presentation in his possession to the BRANDJUNG Agentur if the order is not placed.

If no order is placed after a presentation, the BRANDJUNG Agentur has the right to use the presented drafts and ideas unrestrictedly for other projects.

If the customer or his authorized representatives pass on presentation documents or offers of the BRANDJUNG Agentur to third parties or publish, distribute, reproduce or use these materials, this obliges the customer to pay a fee in the amount of the relevant service to the BRANDJUNG Agentur. This payment refers to the offer of the BRANDJUNG Agentur or to the usual market conditions, if no offer is available.

Deadline and appointment agreements must always be recorded or confirmed in writing. The clients acknowledge the evidential force of continuous e-mail correspondence.

For an order placed by the client online, via an order form or via email to the BRANDJUNG Agentur, a confirmation will be sent to the client by email. When the written order confirmation is sent by the client, the order becomes binding for the client , i.e. the price stated in the offer must be paid for the provision of the agreed services.

Upon receipt of the written order confirmation from the client, the BRANDJUNG Agentur begins work and implements the agreed services or creates a corresponding sample draft within the agreed period. The processed points or websites are made available to the client for review and acceptance. The client only has the right to request changes/improvements after viewing the editing or the first draft if this was clearly defined as an additional service in the offer. Further change requests result in a billing of the resulting additional effort on an hourly rate basis of the current price list. The hourly rate, if not listed in the offer, is 120.00€ net plus VAT.

The client is obliged to check the material provided for graphic design or web design for any existing copyright and copyright rights and to obtain any necessary permissions for use. Any claims for copyright and copyright infringements are fully at the expense of the client. Excluded are images and scripts that the BRANDJUNG Agentur has procured. The responsibility for any text content or other publications lies solely with the client. The client indemnifies the BRANDJUNG Agentur from all claims that third parties make against it due to a behavior for which the client bears the responsibility or liability according to the contract. He bears the costs of any legal prosecution.

The BRANDJUNG Agentur invoices its services on the basis of the fixed hourly rates, unless otherwise agreed. Cost estimates are not binding. If the original calculation or cost estimate is exceeded by more than 10% during the course of the project/order, the customer is informed.

The BRANDJUNG Agentur also has legitimate fee claims in cases where there was no cost estimate in advance. If the customer wishes a different regulation, this must be recorded in writing - whereby e-mail is not sufficient. If it was agreed in writing that every activity of the BRANDJUNG Agentur must be preceded by a cost estimate approved by the customer, the following applies: A cost estimate is considered approved if the customer has not objected to it in writing after a maximum of 7 days.

The remuneration for the services provided (correction, text creation, drafts, final artwork, programming, etc.) as well as the granting of usage rights is based on the current price list or the fee underlying the offer.

The remuneration is due after acceptance of the service provided. The BRANDJUNG Agentur issues an appropriate invoice after acceptance by the client, which is to be paid without deduction within 30 days of the invoice date.

§10a Acceptance must take place within a normal period (usually a maximum of one working week, i.e., 5 working days, is assumed) and may not be refused for design/artistic reasons. There is freedom of design within the scope of the order. If acceptance does not take place by the client after a reminder by the BRANDJUNG Agentur even after a maximum of 10 working days after draft submission, the draft is considered accepted and will be invoiced.

§10b Non-acceptance of the claimed correction or the second draft, in connection with a withdrawal of the order, does not release the client from his bindingly placed order, i.e. the BRANDJUNG Agentur retains the claim for remuneration for already started / performed work and the right to compensation for non-performance.

§10c In case of payment delay, the BRANDJUNG Agentur can demand default interest of 6% above the respective base interest rate of the European Central Bank p.a. The assertion of a proven higher damage remains unaffected by this, as does the client's right to prove a lower burden in individual cases.

Partial services within a project may be invoiced by the BRANDJUNG Agentur, even if the partial services cannot yet be used by the customer. The agreed prices are net prices. The customer's offsetting with counterclaims or assertion of a right of retention is only permissible if the claims are not disputed by the BRANDJUNG Agentur or have been legally established.

The agreed remuneration is due in accordance with the currently valid price list, submitted individual offers or made, written special agreements within 30 days of the invoice date net without deductions.

The BRANDJUNG Agentur commits to execute the order with the greatest possible care, especially to handle templates, documents, samples etc. entrusted to us carefully. The BRANDJUNG Agentur commits to free improvement at its own choice in case of defective performance. In case of failure of the improvement (e.g. in case of impossibility), the client can, except in case of intent or gross negligence, not claim damages, but only reduction of the purchase price or in case of impossibility cancellation of the purchase contract. The BRANDJUNG Agentur points out that third-party programs used on the homepage (guest books, form mailers etc.) can contain undetected security risks. The BRANDJUNG Agentur is not liable for damages caused by defects in third-party programs.

There is a loyalty bond of the BRANDJUNG Agentur to the customer. This obliges the BRANDJUNG Agentur to align its advice objectively with the client's objectives and interests. Under this aspect, the selection of third parties also takes place. The selection of third parties is made by the BRANDJUNG Agentur under the principle of a balanced balance between economy and project success in the customer's sense - unless an explicit co-determination right of the customer on this topic has been agreed.

All further claims, regardless of the legal basis, in particular for compensation for damages that did not occur on the service itself, are excluded, except in the case of intent or gross negligence. Otherwise, the BRANDJUNG Agentur is only liable for violation of secondary obligations or tort only in the case of intent or gross negligence.

The client agrees that the BRANDJUNG Agentur may display the graphics, websites, etc. created for the client as a reference in their public galleries on the homepage and social media or use them in other advertising materials as proof of their work if necessary. The publication of the URL of the website edited by the BRANDJUNG Agentur along with the client's email address is permitted. The client allows the BRANDJUNG Agentur to place a link to the created website at an appropriate place, unless otherwise agreed in writing.

Every delivered/completed product/service remains the property of the BRANDJUNG Agentur until fully paid.

• Without exception, all concepts, ideas, designs and materials (such as print templates, drawings, etc.) developed by the BRANDJUNG Agentur are considered copyrighted works i. S. d. §2 UrhG. Therefore, these services may not be used or edited without the consent of the author (BRANDJUNG Agentur). The complete or partial imitation of ideas, concepts, designs, etc. is not permitted. In case of violation by the customer, a contractual penalty in the amount of the originally agreed fee is due to the BRANDJUNG Agentur.

• In the case of rights transfer, § 31 Abs. 5 UrhG applies. The basis of the rights transfer are the contractual agreements between the client and the BRANDJUNG Agentur. However, the transfer of rights only takes place after the full fee has been paid to the BRANDJUNG Agentur. The transfer of usage rights to third parties or the transfer of rights for use beyond the contractual agreements is subject to a fee and must be approved by the BRANDJUNG Agentur.

• The BRANDJUNG Agentur has a right to information regarding the scope of use.

• The BARNDJUNG agency is listed as the author in the context of publications.

• Only with the full payment of the fee does the ownership of the works developed by the BRANDJUNG Agentur in the context of the order fully pass to the customer.

The place of jurisdiction for all disputes arising from this contract is Wesel. The law of the Federal Republic of Germany applies.

If any of these provisions should be ineffective, this does not affect the effectiveness of the remaining provisions. Ineffective provisions will be replaced by effective provisions that largely achieve the intended economic purpose, if possible.

Services for Domains and Hosting

The BRANDJUNG Agentur can be commissioned to apply for a domain. However, such a domain is only available when this has been confirmed in writing by DENIC or a similar registration office. The BRANDJUNG Agentur is not liable for the desired domain being available. Nor is it responsible for the legal harmlessness of the domain. It is the customer's responsibility to ensure that the registration and use of the domain does not violate third party rights or is illegal.

If the customer fails to pay domain or hosting fees, this can have disadvantages up to and including loss of the domain. The BRANDJUNG Agentur is not responsible for such disadvantages due to the customer's non-payment of the fees.

The BRANDJUNG Agentur is not responsible for securing data from the client that is stored on an external virtual server. It is the customer's responsibility to make backup copies of this data - and to retransmit it to the BRANDJUNG Agentur in the event of data loss if necessary.

Data protection cannot be guaranteed 100 percent when transmitting data in open networks. The client must therefore be aware that when storing data on a virtual server, the provider has access to it at any time. There can also be third party intervention. The client is solely responsible for the security of his data.

The BRANDJUNG Agentur is not responsible for whether a virtual server is suitable for the use of specific applications or software - and also not that the server is permanently available. The BRANDJUNG Agentur is not liable for internet disruptions, nor for other disruptions that are not the fault of the BRANDJUNG Agentur. The BRANDJUNG Agentur reserves the right to block content from the client that affects the security or functionality of the service, is offensive or otherwise inadmissible, or violates legal regulations.

The client is obliged to pay all fees that are incurred for the provision of the contractual service for the BRANDJUNG Agentur and are advanced by it. If costs arise due to the violation of the so-called cooperation obligations of the client, he also has to reimburse these.

The BRANDJUNG Agentur provides the client with drafts and similar items created on his behalf for approval online via the Internet. It is not obliged to send the customer physical proof copies for print projects. If extensive changes are to be made compared to the originally commissioned design services, the consent of the BRANDJUNG Agentur is required. This also applies to subsequent changes by the client to the approved works - unless such changes have already been agreed in the contract.

The BRANDJUNG Agentur reserves the right to integrate its own logo and a copyright notice into the approved design services. The BRANDJUNG Agentur also has the right, if possible, to link the design service with its own website. The client adopts protection notices and other legal notices unchanged. This also includes the copyright notice in the source code. After approval, the customer is liable for the use of the agency service and indemnifies the BRANDJUNG Agentur from all associated third-party claims. The BRANDJUNG Agentur may use the commissioned service and its preliminary stages for self-promotion. This also includes works that contain templates provided by the client as part of the order.

The BRANDJUNG Agentur carries out OnPage and OffPage measures to improve the ranking of the client's websites on Google. The client must coordinate all independent SEO measures with the BRANDJUNG Agentur during the contract period to avoid possible adverse overlaps. The BRANDJUNG Agentur assumes no liability for OnPage changes on the client's website. Unless otherwise agreed, the client gives the BRANDJUNG Agentur access to tracking tools (such as Google Analytics) and FTP or CMS access to the relevant websites. During the ongoing contract, all redesign measures or the redesign of the page structure must be coordinated with the BRANDJUNG Agentur. For the evaluation of the website ranking, unless otherwise agreed, the index of google.de is decisive.

The BRANDJUNG Agentur carries out campaigns for advertising via Google AdWords using specific keywords on behalf of the client. The BRANDJUNG Agentur does not guarantee the placement of ads and the price per click.

The BRANDJUNG Agentur creates native or web apps on behalf of the customer. It hands these over in the form of executable code to the client. The client has no claim to the handover of the source code or documentation material for app development. The BRANDJUNG Agentur does not guarantee the inclusion of an app in the various app stores and expressly points out that the conditions set by the app store operators can change at any time. As a result, it can happen that an app is removed from the app store again even after successful inclusion. Unless otherwise agreed, the account operated by the BRANDJUNG Agentur from the client will be deactivated at the end of the contract and its contents will be deleted.

Status: January 2023