from
Strutz & Strutz & Völkel & Wolter GbR
Hauptstraße 32
29565 Wriedel
- in the following: Contractor -
Part 1 - General provisions
1.1 General information
1.1.1 The Contractor shall offer the Client various agency services. The specific scope of services shall be the subject of individual agreements between the Contractor and the Client.
1.1.2 The Contractor shall not conclude any contracts with consumers or private individuals.
1.1.3 The Contractor shall be entitled to subcontract the necessary services in its own name and for its own account to subcontractors, who in turn may also use subcontractors. Unless otherwise agreed, the Contractor shall remain the sole contractual partner of the Customer. Subcontractors shall not be used if it is apparent to the Contractor that their use is contrary to the legitimate interests of the Customer.
1.1.4 Insofar as other contractual documents in text or written form have become part of the contract in addition to these GTC, the provisions of these other contractual documents shall take precedence over these GTC in the event of a contradiction.
1.1.5 The Contractor does not recognize any general terms and conditions that deviate from these terms and conditions and that are used by the Customer - subject to express consent.
1.2 Obligations of the customer to cooperate
1.2.1 If the Customer provides the Contractor with texts, images or other content to fulfill the services ordered, the Customer must ensure that this content does not violate 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 entitled to provide legal advice to the Customer. In particular, the Contractor is not obliged and legally not in a position to check the Customer's business model and/or the works (layouts, graphics, texts, etc.) created or acquired by the Customer for their compatibility with applicable law. In particular, the Contractor shall not carry out any trademark searches or other collision checks with regard to the works provided by the Customer. Insofar as the customer issues specific instructions regarding the work to be produced, he shall be liable for this himself.
1.2.2 The customer is obliged to provide the information, data, works (e.g. data for the imprint, graphics, logos, etc.) and accesses to be provided by him for the purpose of fulfilling the order completely and correctly. He must also ensure that the instructions issued by him comply with the applicable law.
1.2.3 Subject to individual agreements to the contrary, the customer shall be responsible for procuring the material for the provision of agency services (e.g. graphics, videos) and shall provide this to the contractor in good time. If the customer does not provide these and does not make any further specifications, the contractor may, at its own discretion, use image material from common providers (e.g. stock photo service providers) or provide the corresponding parts of the website with a placeholder, taking into account the copyright labeling requirements.
1.2.4 If the conclusion of an order processing contract pursuant to Art. 28 GDPR is required for individual components of the order, both contracting parties undertake to conclude such a contract - to be provided by the contractor - before the start of the provision of services.
1.2.5 The Contractor shall not be liable to the Customer in any way for delays and delays in the implementation of projects caused by delayed (necessary) cooperation or input from the Customer; the provisions under the heading "Liability/exemption" shall remain unaffected by this.
1.2.6 If the customer fails to comply with its obligations to cooperate under this section, the contractor may charge the customer for the additional expenses incurred as a result (e.g. costs for stock photos and time spent searching for them).
Part 2 - Online presence and technology
2.1 Website and store creation (agile)
2.1.1 Unless otherwise agreed individually, the creation of new or the expansion of existing websites/shops or web/shop components (hereinafter "website creation") shall be based on agile methods. The other provisions of these GTC remain unaffected.
2.1.2 The subject matter of website creation contracts between the Contractor and the Client is generally the development of new websites or the expansion of existing websites (e.g. integration of new interfaces or programming of new online applications) in compliance with the Client's technical and/or design specifications. Website creation contracts concluded between the parties are contracts for work within the meaning of §§ 631 ff. BGB (GERMAN CIVIL CODE).
2.1.3 The services agreed in detail result from the individual contract concluded between the Contractor and the Customer. For this purpose, the customer shall first submit a request to the contractor with as precise a description as possible of the desired website content (creative content such as images, layouts, logos, fonts, etc. shall be specified and provided by the customer, unless otherwise agreed). This inquiry constitutes an invitation to the Contractor to submit an offer. The Contractor shall examine the Customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and shall prepare an offer on the basis of the wishes arising from the Customer's inquiry. A contract between the Contractor and the Customer shall only come into existence upon acceptance of the offer by the Customer.
2.1.4 The customer can make customer requests at any time, insofar as these are covered by the originally agreed scope of services. Such adjustments shall become part of the original contract if both contracting parties agree in text form (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 service. Any additional services must be agreed and remunerated separately.
2.1.5 As soon as the website has been completed, the Contractor shall request the Client to accept the website.
2.1.6 A prerequisite for the Contractor's activities is that all data (e.g. texts, templates, graphics, fonts) and/or system environments to be provided by the Customer and required for the implementation of the project are made available to the Contractor in good time and in a suitable form. The Contractor shall not be liable to the Customer in any way for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the Customer.
2.1.7 The verification or procurement of rights, the procurement and/or integration of plugins and/or tools (e.g. statistics) or certificates (e.g. SSL/TLS) shall only be owed by the Contractor if this has been expressly agreed in an individual contract. There is no entitlement to the publication of graphics, source codes, (development) documentation, manuals and other additional documentation - subject to deviating express individual agreements.
2.1.8 Unless otherwise agreed, the websites created are optimized for the Chrome, Safari, Firefox and Edge browsers in their respective current versions (in each case the last two versions of the browser). Search engine optimization (SEO) is only owed if it has been expressly agreed.
2.1.9 The Contractor is not entitled and not obliged to advise the Customer on competition, consumer, labeling or other legal issues within the meaning of the Legal Services Act. It is therefore the responsibility of the customer to inform himself about the competition, consumer or labeling law provisions applicable to his store and, if necessary, to have the store checked by a specialized lawyer.
2.1.10 After completion of the websites and/or individual parts thereof, the Contractor may offer the Customer maintenance and care services in relation to the websites. However, the Contractor is not obliged to make such an offer, nor does the Customer 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 care services are agreed between the parties, the customer shall be solely responsible for the technical maintenance and up-to-dateness of the websites after acceptance. The Contractor shall not be liable to the Customer for any security gaps that are exploited by third parties for illegal purposes through the use of outdated software (hacking).
2.2 Website and store creation (requirements and functional specifications)
2.2.1 If the creation of new or the expansion of existing websites/shops or web/shop components (hereinafter "website creation") has been agreed between the contracting parties on the basis of a specification sheet, the order shall be processed in accordance with this clause.
2.2.2 The subject matter of website creation contracts between the Contractor and the Client is generally the development of new websites or the expansion of existing websites (e.g. integration of new interfaces or programming of new online applications) in compliance with the Client's technical and/or design specifications. Website creation contracts concluded between the parties are contracts for work within the meaning of §§ 631 ff. BGB (GERMAN CIVIL CODE).
2.2.3 The scope of the services to be provided by the Contractor shall be determined on the one hand by individual contractual agreements between the parties and on the other hand by a detailed specification sheet drawn up by the Customer, as well as the specifications based on this. The Contractor shall check the Customer's ideas described in the specifications to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency. If the Contractor realizes that the specifications contained in the specification sheet are not suitable for the creation of a website, the Contractor shall inform the Customer immediately and submit a corresponding proposal for a supplement and/or adaptation of the specification sheet. The Customer shall comment on any proposals made by the Contractor with regard to the specifications in writing or in text form within a reasonable period of time and finally confirm the contents of the specifications to the Contractor in writing or in text form. If there is agreement between the parties regarding the specifications, the contents of the specifications shall become part of the contract.
2.2.4 On the basis of the specifications, the Contractor shall draw up a functional specification which primarily describes the technical and/or design implementation of the requirements contained in the specifications. Upon completion, the Contractor shall submit the specifications to the Customer for acceptance. The Customer shall be entitled to reject the specifications drawn up by the Contractor and to communicate requests for changes or adaptations. The Contractor undertakes to submit a maximum of two alternative proposals, taking into account the Customer's wishes. If the Customer does not finally agree with the Contractor's last proposal, the Customer or the Contractor may terminate the contractual relationship for cause or withdraw from the contract, insofar as this is legally possible. The fees and/or expenses incurred by the Contractor in connection with the specifications and/or requirements specification shall be appropriately remunerated or reimbursed by the Customer in this case.
2.2.5 If the specifications are accepted by the customer, the services described therein shall be deemed to have been finally agreed between the parties. Any deviation from the contents of the specifications accepted by the customer shall require an express individual agreement between the parties. The Contractor shall not provide any services over and above those described in the specifications accepted by the Customer. Similarly, the Contractor shall not provide any services that are less than those described in the specifications accepted by the Customer. After acceptance of the specifications by the customer, the contractor shall develop and program the websites in accordance with the agreed specifications.
2.2.6 The Contractor shall provide the Customer with a schedule and work plan in addition to the specifications. The contents and specifications of this schedule and work plan shall become part of the contract unless the customer objects immediately. The Contractor undertakes to hand over the completed website or parts thereof to the Customer on a suitable data carrier and/or send it by e-mail and/or upload it to a server specified by the Customer by the end date specified in the schedule and work plan. The details of the handover or upload of the finished websites shall otherwise be the subject of individual contractual agreements between the parties.
2.2.7 A prerequisite for the Contractor's activities is that all data (e.g. texts, templates, graphics) and/or system environments to be provided by the Customer and required for the implementation of the project are made available to the Contractor in good time and in a suitable form. The Contractor shall not be liable to the Customer in any way for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the Customer.
2.2.8 As soon as the website has been completed, the Contractor shall request the Client to accept the website. If necessary, a test phase can be agreed before acceptance. If the Customer discovers errors before acceptance or during an agreed test phase, it shall report these to the Contractor in writing or in text form. The Contractor shall endeavor to correct the errors professionally. For this purpose, the Contractor may provide temporary workarounds.
2.2.9 The verification or procurement of rights, the procurement and/or integration of plugins and/or tools (e.g. statistics) or certificates (e.g. SSL/TLS) shall only be owed by the Contractor if this has been expressly agreed in an individual contract. There is no entitlement to the publication of graphics, source codes, (development) documentation, manuals and other additional documentation - subject to deviating express individual agreements.
2.2.10 Unless otherwise agreed, the websites created are optimized for the Chrome, Safari, Firefox and Edge browsers in their respective current versions (in each case the last two versions of the browser). Search engine optimization (SEO) is only owed if it has been expressly agreed.
2.2.11 The Contractor is not entitled and not obliged to advise the Customer on competition, consumer, labeling or other legal issues within the meaning of the Legal Services Act. It is therefore the responsibility of the customer to inform himself about the competition, consumer or labeling law provisions applicable to his store and, if necessary, to have the store checked by a specialized lawyer.
2.2.12 After completion of the websites and/or individual parts thereof, the Contractor may offer the Customer maintenance and care services in relation to the websites. However, the Contractor is not obliged to make such an offer, nor does the Customer have to make use of the Contractor's more extensive service offers. Corresponding agreements are exclusively the subject of individual agreements. If no additional maintenance and care services are agreed between the parties, the customer shall be solely responsible for the technical maintenance and up-to-dateness of the websites after acceptance. The Contractor shall not be liable to the Customer for any security gaps that are exploited by third parties for illegal purposes through the use of outdated software (hacking).
2.3 Maintenance and support of websites / stores
2.3.1 After completion of the websites and/or individual parts thereof, the Contractor may offer the Customer maintenance and support services in relation to the websites (hereinafter "Maintenance Contracts"). The Contractor may also offer the maintenance of third-party websites. However, the Contractor is not obliged to make such an offer, nor does the Customer have to make use of the Contractor's more extensive service offers. Corresponding agreements are exclusively the subject of individual agreements.
2.3.2 The content of the maintenance contracts is the elimination of malfunctions and the event-driven updating of the website for common web browsers in their current version. Further services, such as regular maintenance, may be agreed in individual contracts.
2.3.3 The Contractor shall not be liable for malfunctions and incompatibilities caused by unauthorized changes made by the Customer or due to other errors that are not the responsibility of the Contractor; the provisions under "Liability/exemption" shall remain unaffected by this.
2.3.4 Unless otherwise agreed, maintenance shall only include the technical updating of the website, but not the updating of its content. Subject to deviating individual agreements, the Contractor shall in particular not be responsible for updating the legal notice 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 generally the development of print products according to the Client's design specifications (e.g. design of banners, post graphics, posters, signs, flyers, roll-ups, vehicle or shop window stickers, textiles or logo designs). Design contracts concluded between the parties are contracts for work within the meaning of Section 631 et seq. BGB (GERMAN CIVIL CODE).
3.1.2 The services agreed in detail result from the individual contract concluded between the Contractor and the Customer. To this end, the Customer shall first submit an inquiry to the Contractor with as precise a description as possible of the services it requires. This inquiry constitutes an invitation to the Contractor to submit an offer. The Contractor shall check the Customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and shall prepare an offer on the basis of the wishes arising from the Customer's inquiry. A contract between the Contractor and the Customer shall only come into existence upon acceptance of the offer by the Customer.
3.1.3 After conclusion of the contract, the customer's requirements are discussed in a further briefing if necessary and the specifications are specified. At this time, customer requests can be introduced, provided they are covered by the originally agreed scope of services. If necessary, there is the option of a rebriefing before the service is produced. Adjustments become part of the original contract if both contracting parties agree in text form (e.g. by e-mail). Otherwise, the contractor is only obliged to produce the items listed in the contract. Any additional services must be agreed and remunerated separately.
3.1.4 Unless otherwise agreed, the customer shall be entitled to two correction loops. Complaints regarding the artistic design are generally excluded after the agreed correction loops have been carried out. If the customer wishes to make further changes, he shall bear the additional costs.
3.1.5 A prerequisite for the Contractor's work is that the Client provides the Contractor with all data required for the implementation of the project (texts, templates, graphics, etc.) in full and in a suitable form before the start of the order. The Contractor shall not be liable to the Customer in any way for delays and delays in the implementation of projects caused by late (necessary) cooperation or input from the Customer. If the Customer fails to fulfill this obligation, the Contractor may invoice the Customer for the resulting time expenditure.
3.1.6 Unless otherwise contractually agreed and not otherwise to be expected from the purpose of the contract, the Contractor shall only owe the delivery of a standard print file (e.g. PDF, JPG or PNG) in addition to the contractually agreed service items when creating print products. The customer is not entitled to receive an editable file (e.g. open files from graphics programs).
3.2 Processing print orders
3.2.1 The Contractor offers the Customer the processing of orders for the creation of print products (flyers, brochures, posters, catalogs, etc.). The Contractor shall perform all agreed actions for this purpose, e.g. communication with the respective service provider performing the printing (print service provider). Depending on the agreement, the contractor offers the services as a direct transaction or as an intermediary transaction.
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 for its own account. In this case, the Customer's contractual partner is exclusively the Contractor. 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 If the parties agree on a brokerage transaction, the Contractor shall conclude the contract for the creation of the print products with the print service provider in the name and for the account of the Customer or shall broker such a contract. The Contractor shall act purely as an intermediary vis-à-vis the print service provider. The contractual relationship arises solely between the customer and the print service provider. The Contractor is not involved in this contract. The Contractor shall inform the Customer of all essential steps and shall coordinate the details of the content and conclusion of the contract (in particular the type, prices and quantities) with the Customer and shall be bound by the Customer's instructions. The respective price and/or business conditions of the print service provider shall apply. The customer shall pay for the services directly to the print service provider. The print products shall be accepted by the print service provider. It is the responsibility of the customer to check that the finished print products are free of defects. The Contractor shall not be liable for the contractual production of the print products by the print service provider, in particular not for their content, stock, quality and/or condition. In the event of a dispute, the Contractor shall provide the Customer with all necessary information to the extent permitted by law. The Contractor shall not be obliged to provide any further support for the assertion of warranty claims for defects or other claims. The provisions under "Liability/exemption" remain unaffected by this.
3.2.4 The customer is obliged to carefully check the print data to be transmitted for content and technical accuracy and completeness before transmitting it to the print service provider. Unless otherwise agreed, the Contractor shall not check the print data for content or technical accuracy. The print products ordered shall only be printed once the customer has given final approval for printing.
3.2.5 If a specific transmission format is required (e.g. PDF, InDesign), the customer shall transmit the print data in this format.
3.3 Creation of texts / copywriting
3.3.1 The Contractor shall create texts for the Client (e.g. press releases, articles for websites, advertising texts, etc.). The content of these texts shall be specified in individual contracts.
3.3.2 As soon as the agreed texts have been completed, the Contractor shall send them to the Client for approval and acceptance. Unless otherwise agreed, the customer shall be entitled to two correction loops. Complaints regarding the stylistic design or the integration of new information into the text are generally excluded after the second revision loop. If the customer wishes to make further changes, he 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. In the case of press releases, a distribution date on which these are to be transmitted to the media shall also be specified after approval has been given. If the customer is to publish or publicize the texts himself, he must approve the texts in advance. If the customer publishes the texts prior to acceptance, publication shall be deemed acceptance.
3.3.4 The Contractor shall be liable for defects discovered after release/acceptance exclusively in accordance with the provisions under the heading "Liability/exemption".
3.4 Design and conception of graphics and logos (designs)
3.4.1 The Contractor shall undertake the conception and design of graphics and/or logos (hereinafter "designs") by agreement with the Client.
3.4.2 For this purpose, the Customer shall first submit an inquiry to the Contractor with as precise a description as possible of the designs it requires. This inquiry constitutes an invitation to the Contractor to submit an offer. The Contractor shall check the Customer's ideas described in the inquiry to the best of its knowledge and belief for completeness, suitability (with the exception of legal suitability, in particular with regard to the rights of third parties), clarity, feasibility and consistency and shall prepare an offer on the basis of the wishes arising from the Customer's inquiry. A contract between the Contractor and the Customer shall only come into existence upon acceptance of the offer by the Customer.
3.4.3 A prerequisite for the Contractor's work is that the Customer provides the Contractor with all the data required for the implementation of the project (color definition, etc.) in a suitable form before the start of the order. If the customer fails to comply with this obligation, the contractor may charge the customer for the resulting time expenditure.
3.4.4 Unless otherwise agreed, the customer shall be entitled to two correction loops for each individual design. After these correction loops have been carried out, requests for adjustments and complaints (in particular with regard to the artistic design) will no longer be taken into account. If the customer wishes to make further changes after the agreed correction loops have been carried out, the contractor can provide these to the customer for an additional fee to be agreed.
3.4.5 As soon as the agreed design has been completed, the Contractor shall request the Client to accept the work. The designs shall be sent to the customer in a standard file format.
3.4.6 The Contractor shall grant the Customer the rights of use to the designs required for the respective purpose. Unless otherwise agreed, an exclusive right of use shall be granted for the creation of logos, unlimited in terms of time, place and content; however, individual graphic elements of the logos may be used for the creation of other works as long as there is no risk of confusion with the logo created. Subject to deviating individual agreements, a simple right of use is granted for all other designs. Any transfer of the rights of use by the customer to third parties requires an individual contractual agreement with the contractor. The designs presented within the correction loop may not be used, reproduced or passed on to third parties by the customer, either in the original or modified form, without the express consent of the contractor.
3.4.7 The rights of use shall not pass to the customer until the remuneration has been paid in full.
Part 4 - Marketing
4.1 SEO marketing
The Contractor offers the Client services in the field of SEO marketing, among other things. As part of the provision of services, the Contractor shall only be responsible for the implementation of measures which, in the Contractor's own experience, can have a positive influence on the search engine ranking or which are expressly ordered by the Client. This is a service within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). However, a specific result (e.g. a specific ranking in the search engine hit list) is only owed as part of the SEO services if this has been expressly guaranteed.
4.2 SEA campaigns
The contractor offers the customer services in the area of SEA campaigns. As part of the provision of services, the Contractor shall only be responsible for submitting proposals for effective keywords and, following approval by the Client, for implementing the measure (placement of advertisements). These are services within the meaning of §§ 611 ff. BGB (GERMAN CIVIL CODE). 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 shall make suggestions to the customer regarding the booking of keywords. The legal examination, in particular with regard to the trademark rights of third parties and approval of the keywords, is the responsibility of the customer before the campaign is carried out. The fee agreed for the services described above does not include the costs for the placement of chargeable advertisements; unless otherwise agreed, these costs are to be borne by the customer.
4.3 Placement of advertisements
4.3.1 The Contractor shall support the Customer in 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 its advertisements so that they have the highest possible visibility. Specific results (e.g. sales figures, leads) are not owed.
4.3.3 The Contractor shall also support the Client in the conceptualization of the texts and images for the advertisements. However, the selection of content for the advertisements (images, texts, videos, imprints, etc.) is the sole responsibility of the customer. The contractor will not check the content or the advertisements as a whole for their content or legal accuracy. In this respect, it is expressly pointed out that the contractor is not authorized to provide the customer with legal advice. Should the Contractor nevertheless determine in individual cases that the content provided by the Customer and/or the advertisements violate applicable law, the Contractor may refuse to post such content or create the advertisements.
4.3.4 All content must be approved by the customer and is then uploaded to the respective advertising channels by the contractor, whereby the contractor is only responsible for the technical uploading of the content and is only responsible for this; the provisions under "Liability/exemption" remain unaffected.
4.3.5 The fee agreed for the services described above does not include the costs for the placement of chargeable advertisements; unless otherwise agreed, these costs shall be borne by the customer.
4.3.6 The customer alone is the service provider within the meaning of Section 10 TMG. The Contractor shall only act as the Customer's processor.
Part 5 - Other provisions
5.1 Prices and remuneration
The remuneration for the Contractor's services is the subject of an individual contractual agreement between the parties and is generally based on the offer.
5.2 Acceptance
If a work performance has been agreed, the Contractor shall request acceptance from the Customer. The acceptance period within the meaning of Section 640 (2) sentence 1 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, in which case the Contractor shall inform the Customer of this separately. If the customer does not respond within this period or does not refuse acceptance due to a defect, the work shall be deemed to have been accepted.
5.3 Warranty for defects
An insignificant defect shall not justify any claims for defects. The choice of the type of subsequent performance lies with the contractor. The limitation period for defects and other claims shall be one (1) year; this shortening of the limitation period shall not apply to claims resulting from intent, gross negligence or injury to life, limb or health by the Contractor. The limitation period shall not recommence if subsequent performance is effected within the scope of liability for defects. Otherwise, the statutory warranty for defects remains unaffected.
5.4 Granting of rights, self-promotion and right of mention
5.4.1 The Contractor shall grant the Customer - after full payment of the order by the Customer - a simple, non-transferable right of use to the corresponding work results. Further rights may be agreed in individual contracts.
5.4.2 Unless otherwise agreed, the Customer expressly grants the Contractor permission to present the project to the public in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, the Contractor shall be entitled to advertise the business relationship with the Customer and to refer to itself as the author on all advertising material produced and in all advertising measures, without the Customer being entitled to any remuneration for this.
5.4.3 Furthermore, the Contractor is entitled to place its own name, with a link, in an appropriate manner in the footer and in the imprint of the website(s) created by the Contractor, without the Customer being entitled to any remuneration for this.
5.5 Confidentiality
The Contractor shall treat as strictly confidential all business transactions of which it becomes aware, in particular, but not exclusively, print documents, layouts, storyboards, figures, drawings, tapes, images, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products and such other documents containing films and/or radio plays and/or other copyrighted materials of the Client or its affiliated companies. The Contractor undertakes to impose this confidentiality obligation 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 transactions. The confidentiality obligation shall apply indefinitely beyond the term of this contract.
5.6 Liability/exemption
5.6.1 The Contractor shall be liable without limitation for any legal reason in the event of intent or gross negligence, in the event of intentional or negligent injury to life, limb or health, on the basis of a guarantee promise, unless otherwise regulated in this respect, or on the basis of mandatory liability, such as under the Product Liability Act. If the Contractor negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical of the contract, unless liability is unlimited in accordance with the preceding sentence. Material contractual obligations are obligations which the contract imposes on the Contractor according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the Customer may regularly rely. Any further liability of the Contractor is excluded. The above liability provisions also apply with regard to the Contractor's liability for its vicarious agents and legal representatives.
5.6.2 The Customer shall indemnify the Contractor against any third-party claims asserted against the Contractor due to violations of these GTC or applicable law by the Customer.
5.7 Final provisions
5.7.1 The contracts concluded between the Contractor and the Customer shall be governed by the substantive law of the Federal Republic of Germany to the exclusion of 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 has no general place of jurisdiction in Germany, the parties agree that the Contractor's registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction shall remain unaffected by this.
5.7.3 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, the legal situation, market conditions or business or corporate strategy) and subject to a reasonable period of notice. Existing customers will be notified of this by e-mail at least two weeks before the change comes into effect. If the existing customer does not object within the deadline set in the notification of change, their consent to the change shall be deemed to have been given. If he objects, the changes shall not come into force; in this case, the Contractor shall be entitled to terminate the contract extraordinarily at the time the change comes into force. The notification of the intended amendment to these GTC shall refer to the deadline and the consequences of an objection or failure to object.
