Terms and conditions of your advertising agency VIERZEHN02

Agency vierzehn02
Christina Frommer
Goethestraße 49a
80336 Munich
- hereinafter referred to as the Contractor -

1.1 General

• The Contractor offers the Customer various agency services. The specific scope of services is subject to individual agreements between the Contractor and the Customer.
• The Contractor does not enter into contracts with consumers or private individuals.
• The Contractor is entitled, in its own name and for its own account, to subcontract the required services to subcontractors, who in turn may also use subcontractors. Subject to any deviating agreements, the Contractor remains the sole contractual partner of the Customer. Subcontractors will not be used if it is apparent to the Contractor that their use would conflict with the legitimate interests of the Customer.
• To the extent that additional contractual documents in text or written form have become part of the contract in addition to these General Terms and Conditions, the provisions of these additional contractual documents shall prevail over these General Terms and Conditions in the event of a conflict.
• The Contractor does not recognize any General Terms and Conditions used by the Customer that deviate from these General Terms and Conditions – unless expressly agreed otherwise.

1.2. Customer's Obligation to Cooperate

• If the Customer provides the Contractor with texts, images, or other content to fulfill the commissioned services, 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 authorized to provide legal advice to the Customer. Above all, the Contractor is not obligated and legally unable to review the Customer's business model and/or the works created or acquired by the Customer (layouts, graphics, texts, etc.) for their compliance with applicable law. In particular, the Contractor will not conduct any trademark searches or other intellectual property rights conflict checks with regard to the works provided by the Customer. To the extent the client issues specific instructions regarding the work to be produced, they are solely responsible for this.
• The client is obligated to provide complete and accurate information, data, works (e.g., data for the imprint, graphics, logos, etc.), and access to the agency for the purpose of fulfilling the contract. They must also ensure that the instructions they issue comply with applicable law.
• The client is solely responsible for procuring the materials required to provide the agency services (e.g., graphics, videos) and for making them available to the contractor in a timely manner. If the client does not provide these materials and does not provide any further specifications, the contractor may, at its own discretion and in compliance with copyright labeling requirements, use images from common providers (e.g., stock photo service providers) or provide the relevant parts of the website with a placeholder.
• If the conclusion of a data processing agreement 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 service provision.
• The Contractor shall not be liable to the Customer in any way for delays in the implementation of projects resulting from late (necessary) cooperation or assistance by the Customer; the provisions under the heading "Liability/Indemnity" remain unaffected.
• If the Customer fails to comply with its cooperation obligations under this section, the Contractor may invoice the Customer for the resulting additional costs (e.g., costs for stock photos and time spent searching for them).

2.1 Website Creation (Agile)

• Unless otherwise agreed upon individually, the creation of new websites or the expansion of existing ones (hereinafter „Website Creation“) will be based on agile methods. The remaining provisions of these Terms and Conditions remain unaffected.
• The subject matter of website creation contracts between the contractor and the customer is generally the development of new websites or the expansion of existing websites (e.g., integrating new interfaces or programming new online applications) in compliance with the customer'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).
• The services agreed upon in detail are derived from the contract concluded individually between the Contractor and the Customer. To this end, the Customer first submits an inquiry to the Contractor with a description of the desired website content that is as precise as possible (design content such as images, layouts, logos, fonts, etc., must be determined and provided by the Customer, unless otherwise agreed). Based on this inquiry, the Customer may request a written, detailed cost estimate. This must be expressly approved in text form before implementation begins. If no such order is placed based on a written and approved cost estimate – for example, in the case of requirements discussed verbally or informally or in the case of mere cost estimates – all services provided shall be deemed commissioned by the Customer and billed on an hourly basis based on actual expenditure. The Contractor will, to the best of its knowledge and belief, review the Customer's ideas described in the inquiry for completeness, suitability (with the exception of legal suitability, particularly with regard to third-party rights), clarity, feasibility, and consistency, and will prepare an offer based on the wishes expressed in the Customer inquiry. Only when the customer accepts the offer does a contract come into effect between the contractor and the customer.
• The customer may submit customer requests at any time, provided they are covered by the originally agreed scope of services. Such adjustments become part of the original contract if both parties agree in writing (e.g., by email). Otherwise, the contractor is only obligated to perform the functions/positions listed in the contract or to provide the agreed service. Any additional services must be agreed upon and remunerated separately.
• Unless a written cost estimate approved by the customer is available for agile website development or partial customizations, all services provided will be considered work in progress and billed on an hourly basis based on actual time spent. The contractor undertakes to fully document all working hours incurred and to provide a detailed timesheet including the date, scope of work, and time spent. This ensures that ongoing changes during the project are billed transparently and comprehensibly.
• Once the website is completed, the contractor will request the customer to accept the website. Programmed websites will go live after approval/acceptance and receipt of payment. The order is then considered completed.
• A prerequisite for the contractor's work is that all data to be provided by the customer and required for the implementation of the project (e.g., texts, templates, graphics, fonts) and/or system environments are made available to the contractor in a timely manner and in a suitable format. The Contractor shall not be liable to the Customer in any way for delays or delays in the implementation of projects resulting from delayed (necessary) cooperation or input from the Customer.
• The Contractor is only responsible for reviewing or obtaining rights, or for obtaining and/or integrating plug-ins and/or tools (e.g., statistics) or certificates (e.g., SSL/TLS) if expressly agreed in an individual contract. Unless expressly agreed otherwise in individual agreements, there is no entitlement to the release of graphics, source code, (development) documentation, manuals, or other additional documentation.
• Unless otherwise agreed, the created websites are optimized for the latest versions of the Chrome, Safari, Firefox, and Edge browsers (the latest versions of the browser in each case). Search engine optimization (SEO) is only required if it has been expressly agreed upon.
• After completion of the websites and/or individual parts thereof, the Contractor may offer the Customer maintenance and support services related to the websites. However, the Contractor is neither obligated to offer such services, nor is the Customer obliged to use the Contractor's additional services. Such agreements are exclusively subject to individual agreements. If no additional maintenance and support services are agreed upon between the parties, the Customer is solely responsible for the technical maintenance and up-to-dateness of the websites after acceptance. The Contractor is not 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 Creation (Requirements and Specifications)

• If the contracting parties have agreed to the creation of new websites or the expansion of existing ones (hereinafter "website creation") based on a specifications and specifications, the order will be processed in accordance with this clause.
• The subject matter of website creation contracts between the contractor and the customer is generally the development of new websites or the expansion of existing websites (e.g., integrating new interfaces or programming new online applications) in compliance with the customer'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).
• The scope of the services to be provided by the Contractor is determined, on the one hand, by individual contractual agreements between the parties and, on the other hand, by a detailed specification prepared by the Customer, as well as the requirements specification based on it. The Contractor will, to the best of its knowledge and belief, review the Customer's ideas described in the specification for completeness, suitability (with the exception of legal suitability, particularly with regard to the rights of third parties), clarity, feasibility, and consistency. Should the Contractor determine that the specifications contained in the specification are not suitable for the creation of a website, the Contractor will immediately notify the Customer and submit a corresponding proposal for supplementing and/or adapting the specification. The Customer must respond to any suggestions made by the Contractor regarding the specification in writing or text form within a reasonable period of time and, ultimately, confirm the contents of the specification to the Contractor in a binding manner in writing or text form. If the parties agree on the specification, its contents will become part of the contract.
• Based on the specifications, the contractor prepares a specification sheet that specifically describes the technical and/or design implementation of the specifications contained in the specifications. Upon completion, the contractor submits the specifications to the customer for acceptance. The customer is entitled to reject the specifications prepared by the contractor and to communicate any requests for changes or adjustments. The contractor undertakes to submit a maximum of two alternative proposals, taking the customer's wishes into account. If the customer ultimately disagrees with the contractor's final proposal, the contractor or the contractor may terminate the contract with immediate effect or withdraw from the contract – if legally permitted. In this case, the customer shall appropriately compensate or reimburse the contractor for any fees and/or expenses incurred in connection with the specifications and/or specifications.
• If the specifications are accepted by the customer, the services described therein are deemed to have been definitively agreed upon between the parties. Any deviations from the contents of the specifications accepted by the customer require an express individual agreement between the parties. The contractor will not provide any services beyond those described in the specifications accepted by the customer. Likewise, the contractor will generally not provide any services inferior to those described in the specifications accepted by the customer. After acceptance of the specifications by the customer, the contractor will develop and program the websites in compliance with the agreed specifications.
• In addition to the specifications, the contractor will provide the customer with a schedule. The contents and specifications of this schedule and work plan become part of the contract unless the customer immediately objects. The contractor undertakes to hand over the completed website or parts thereof to the customer on a suitable data medium and/or send it by email 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 are the subject of individual contractual agreements between the parties.
• A prerequisite for the Contractor's work is that all data to be provided by the Customer and required for the implementation of the project (e.g., texts, templates, graphics, fonts) and/or system environments are made available to the Contractor in a timely manner and in a suitable form. The Contractor shall not be liable to the Customer in any way for delays in project implementation resulting from late (necessary) cooperation or input from the Customer.
• Once the website has been completed, the Contractor will request the Customer to accept the website. If necessary, a test phase can be agreed upon prior to acceptance. If the Customer discovers errors prior to acceptance or during an agreed test phase, they will notify the Contractor of these in writing or in text form. The Contractor will endeavor to correct the errors professionally. For this purpose, the Contractor may provide temporary workarounds.
• The contractor is only obliged to review or acquire rights, acquire and/or integrate plugins and/or tools (e.g., statistics) or certificates (e.g., SSL/TLS) if expressly agreed in an individual contract. There is no entitlement to the release of graphics, source code, (development) documentation, manuals, or other additional documentation – unless expressly agreed otherwise in individual agreements.
• Unless otherwise agreed, the created websites are optimized for the current versions of the Chrome, Safari, Firefox, and Edge browsers (the latest version of the browser in each case). Search engine optimization (SEO) is only owed if expressly agreed.
• After completion of the websites and/or individual parts thereof, the Contractor may offer the Customer maintenance and support services related to the websites. However, the Contractor is neither obligated to make such an offer, nor is the Customer obliged to use the Contractor's additional services. Such agreements are exclusively subject to individual agreements. If no additional maintenance and support services are agreed upon 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 may be exploited by third parties for illegal purposes through the use of outdated software (hacking).

2.3. Maintenance and Support of Websites / Shops

• After completion of the websites and/or individual parts thereof, the Contractor may offer the Customer maintenance and support services related to the websites (hereinafter "Maintenance Agreements"). The Contractor may also offer maintenance of third-party websites. However, the Contractor is neither obligated to make such an offer, nor is the Customer obliged to use the Contractor's additional services. Corresponding agreements are exclusively subject to individual agreements.
• The content of the maintenance agreements is the elimination of malfunctions and the occasional updating of the website for common web browsers in their current version. Additional services, such as regular maintenance, may be agreed upon individually.
• The Contractor is not liable for malfunctions and incompatibilities caused by unauthorized changes made by the Customer or due to other errors that are not the Contractor's responsibility; the provisions under "Liability/Indemnity" remain unaffected.
• Unless otherwise agreed, maintenance covers only the technical updates of the website, not the content. Unless otherwise agreed, the contractor is not responsible for updating the imprint or privacy policy.

3.1 Design of Print Products

• 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., the design of banners, postal graphics, posters, signs, flyers, roll-ups, vehicle or shop window decals, textiles, or logo designs). Design contracts concluded between the parties are contracts for work and services within the meaning of Sections 631 et seq. of the German Civil Code (BGB).
• The services agreed upon in detail are set out in the individual contract concluded between the contractor and the client. To this end, the client first submits an inquiry to the contractor with a description of the services required that is as precise as possible. Based on this inquiry, the client can request a written, detailed cost estimate. This estimate must be expressly approved in text form before implementation begins. If such an order is not placed on the basis of a written, approved cost estimate – for example, in the case of informally submitted requirements or mere cost estimates – all work performed in the course of providing the service is considered work in progress and will be billed on an hourly basis based on actual expenditure. In this case, the agency undertakes to accurately record all working hours and provide a transparent timesheet including the date, content, and scope of the service. The contractor will, to the best of its knowledge and belief, review the client's ideas described in the inquiry 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 a quote based on the wishes expressed in the client's inquiry. A contract between the contractor and the client is only concluded upon acceptance of the quote by the client.
• After the contract has been concluded, the client's requirements will be discussed in a further briefing, if necessary, and the specifications will be further specified. At this time, client requests can be submitted, provided they are covered by the originally agreed scope of services. If necessary, a rebriefing is possible before the service is completed. Adjustments become part of the original contract if both parties agree in writing (e.g., by email). Otherwise, the contractor is only obligated to produce the items listed in the contract. Additional services must be agreed upon and paid for separately.
• Unless otherwise agreed, the customer is entitled to one round of proofreading. Complaints regarding the artistic design are generally excluded after the agreed round of proofreading has been completed. If the customer requests further changes, the customer must bear the additional costs.
• A prerequisite for the contractor's work is that the customer provides the contractor with all data required for the implementation of the project (text, templates, graphics, etc.) in full and in a suitable format before the start of the contract. The contractor is in no way liable to the customer for delays in the implementation of projects that arise due to 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.
• Unless otherwise contractually agreed and unless otherwise expected from the purpose of the contract, the contractor is only obliged to provide a standard print file (e.g., PDF, JPG, or PNG) for the creation of print products in addition to the contractually agreed services. The customer has no right to the release of an editable file (e.g. open files from graphics programs).

3.2. Processing of print orders

• The Contractor offers the Customer the processing of orders for the creation of print products (flyers, brochures, posters, catalogs, etc.). The Contractor assumes all agreed-upon activities, e.g., communication with the respective printing service provider (printing service provider). Depending on the agreement, the Contractor offers the services as a direct transaction or as an intermediary transaction.
• If the parties agree on a direct transaction, the Contractor prints the ordered print products itself or commissions a printing 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 arises between the Customer and the printing service provider. The Contractor invoices the Customer directly for the print products. The Customer purchases the print products from the Contractor.
• If the parties agree on an intermediary transaction, the Contractor concludes the contract for the production of the print products with the printing service provider in the name and for the account of the Customer or mediates such a contract. The Contractor acts purely as an intermediary vis-à-vis the printing service provider. The contractual relationship arises solely between the Customer and the printing service provider. The Contractor is not a party to this contract. The Contractor will inform the Customer of all essential steps and coordinate with the Customer regarding the details of the contract content and conclusion (in particular, type, prices, and quantities) and is bound by the Customer's instructions. The respective pricing and/or terms and conditions of the printing service provider apply. The Customer pays for the services directly to the printing service provider. Acceptance of the print products takes place at the printing service provider's premises. It is the Customer's responsibility to check the finished print products for defects. The Contractor is not liable for the contractually agreed production of the print products by the printing service provider, and in particular not for their content, existence, quality, and/or condition. In the event of a dispute, the Contractor will provide the Customer with all necessary information – to the extent legally permissible. The Contractor is not obliged to provide any further support in asserting warranty claims or other claims. The provisions under "Liability/Indemnity" remain unaffected.
• The Customer is obligated to carefully check the print data to be submitted for content and technical accuracy and completeness before sending it to the printing service provider. Unless otherwise agreed, the Contractor does not review the print data for content or technical accuracy. The commissioned print products will not be printed until the customer has given final print approval.
• If a specific transmission format is required (e.g., PDF, InDesign), the customer will submit the print data in that format.

3.3. Creation of texts / copywriting

• The contractor creates, among other things, texts for the client (e.g., press releases, website articles, advertising copy, etc.). The content of these texts is determined by individual contract.
• As soon as the agreed texts have been completed, the contractor will send them to the client for approval and acceptance. Unless otherwise agreed, the client is entitled to one round of revisions. Complaints regarding the stylistic design or the integration of new information into the text are generally excluded after the second round of revisions. If the client requests further changes beyond this, the client must bear the additional costs.
• If the contractor has been commissioned with the publication, the texts will only be published after approval by the client, unless otherwise agreed; approval also constitutes acceptance of the texts. For press releases, a distribution date for their transmission to the media will also be determined after approval. If the client publishes or is to publish the texts themselves, they must approve the texts in advance. If the client publishes the texts before approval, publication shall be deemed acceptance.
• For defects discovered after release/acceptance, the Contractor shall be liable exclusively in accordance with the provisions under the heading „Liability/Indemnity“.

3.4. Design and conception of graphics and logos (designs)

• The Contractor will undertake the conception and design of graphics and/or logos (hereinafter „designs“) by agreement with the Customer.
• For this purpose, the Customer first submits an inquiry to the Contractor with a description of the desired designs as precisely as possible. This inquiry constitutes an invitation to the Contractor to submit a quote. The Contractor will, to the best of its knowledge and belief, review the Customer's ideas described in the inquiry for completeness, suitability (with the exception of legal suitability, particularly with regard to third-party rights), clarity, feasibility, and consistency, and will prepare a quote based on the wishes arising from the Customer's inquiry. A contract between the Contractor and the Customer is only concluded upon acceptance of the quote by the Customer.
• A prerequisite for the Contractor's work is that the Customer provides the Contractor with all data required for the implementation of the project (color definition, etc.) in a complete and suitable form before the start of the contract. If the Customer fails to comply with this obligation, the Contractor may invoice the Customer for the time spent doing so.
• Unless otherwise agreed, the customer is entitled to one round of corrections for each design. After these rounds of corrections have been completed, requests for adjustments and complaints (particularly regarding the artistic design) will no longer be considered. If the customer requests further changes after the agreed rounds of corrections have been completed, the contractor can make these for the customer for an additional fee to be agreed upon.
• As soon as the agreed design has been completed, the contractor will request the customer to accept the work. The designs will be sent to the customer in a common file format.
• The contractor grants the customer the rights of use to the designs required for the respective purpose. Subject to any deviating provisions, an exclusive right of use, unlimited in time, place, and content, is granted for the creation of logos. However, individual graphic elements of the logos may be used to create other works, as long as this does not create a risk of confusion with the created logo. For all other designs, a simple right of use is granted, subject to any deviating individual agreements. Any transfer of usage rights by the client to third parties requires an individual contractual agreement with the contractor. The drafts presented during the correction cycle may not be used, reproduced, or passed on to third parties by the client, either in their original form or in modified form, without the contractor's express consent.
• The usage rights are only transferred to the client upon full payment of the fee.

4.1 SEA campaigns

• The contractor offers the customer services in the area of ​​SEA campaigns. Within the scope of the service provision, the contractor is solely responsible for submitting suggestions regarding effective keywords and, after the customer's approval, for implementing the measure (placing advertisements). These are services within the meaning of Sections 611 et seq. of the German Civil Code (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 obligated to verify the legality of keywords. The contractor submits suggestions to the customer regarding the booking of keywords. The legal review, in particular regarding third-party trademark rights and approval of the keywords, is the responsibility of the customer before the campaign is implemented. The fee agreed for the services described here does not include the costs for placing paid advertisements; unless otherwise agreed, these costs are to be borne by the customer.

4.2. Placing advertisements

• The Contractor supports the Customer in placing advertisements on social media portals, search engines, and other media („Advertisements“).
• The Contractor advises the Customer on how to design their advertisements to achieve the highest possible visibility. Specific results (e.g., sales figures, leads) are not guaranteed.
• The Contractor also supports the Customer in conceptualizing the texts and images for the advertisements. However, the selection of content for the advertisements (images, texts, videos, imprints, etc.) is solely the responsibility of the Customer. The Contractor will not review this content, nor the advertisements as a whole, for their content or legal accuracy. In this respect, it is expressly stated that the Contractor is not authorized to provide legal advice to the Customer. 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.
• All content must be approved by the customer and will then be uploaded by the contractor to the respective advertising channels. The contractor is solely responsible for the technical upload of the content; the provisions under „Liability/Indemnity“ remain unaffected.
• The fee agreed for the services described here does not include the costs for placing paid advertisements; unless otherwise agreed, these costs are to be borne by the customer.
• The customer is the sole service provider within the meaning of Section 10 of the German Telemedia Act (TMG). The contractor acts solely as the customer's processor.

5.1 Monthly Limited Retainer Budget (Model 01)

• The parties may agree on an ongoing collaboration within the framework of a monthly retainer budget. The retainer comprises a fixed hourly quota that the contractor will provide within the agreed period for defined or flexibly available services.
  The underlying hourly rate is agreed upon in advance between the parties and applies uniformly to all services provided within the retainer.
• The contractor will inform the customer as soon as 60% or 80% of the monthly quota has been used. If the agreed scope is exceeded, the contractor reserves the right to invoice additional services separately – subject to prior consultation with the customer.
• Unused quotas expire at the end of the respective month unless transferability or an alternative expiration date has been expressly agreed upon. Refunds for unused hours are excluded.
   

5.2 Retainer as a Framework Agreement for Flexible Services (Model 02)

• A retainer can also serve as a framework agreement for services whose scope or design cannot yet be sufficiently specified at the time of commissioning, or for which a regular cost estimate cannot be prepared due to the small size of the project.
  In this case, billing is done monthly based on the actual work performed at the hourly rate agreed in the contract. Even with fluctuating monthly volumes, the retainer is considered the contractually agreed form of contracting.
• The services are deemed accepted upon provision and documented time recording, unless the customer objects in writing within 7 working days. The contractor undertakes to transparently document and comprehensibly invoice all services provided within the retainer.

6.1 Prices and Remuneration

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

6.2. Acceptance

If a work performance has been agreed upon, the Contractor will request acceptance from the Customer. The acceptance period within the meaning of Section 640 (2) Sentence 1 of the German Civil Code (BGB) is set at one week from the acceptance request, unless a different acceptance period is required in individual cases due to special circumstances, which the Contractor will communicate to the Customer separately in such cases. If the Customer does not respond within this period or does not refuse acceptance due to a defect, the work is deemed to have been accepted. Programmed websites will only go live after approval/acceptance.

6.3. Warranty for Defects

An insignificant defect does not constitute grounds for claims for defects. The choice of the type of subsequent performance rests with the Contractor. The limitation period for defects and other claims is one (1) year; This reduction in the limitation period does not apply to claims resulting from intent, gross negligence, or injury to life, limb, or health by the Contractor. The limitation period does not begin anew if subsequent performance occurs within the scope of liability for defects. Otherwise, the statutory warranty for defects remains unaffected.

6.4. Grant of Rights, Self-Promotion, and Right of Mention

• The Contractor grants 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 upon individually.
• Unless otherwise agreed, the Customer expressly grants the Contractor permission to publicly present the project in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, the Contractor is entitled to advertise its business relationship with the Customer and to refer to itself as the author on all advertising materials created and in all advertising measures, without the Customer being entitled to any compensation for this.
• Furthermore, the Contractor is entitled to place its own name, with a link, in an appropriate manner in the footer and imprint of the website(s) created by the Contractor, without the Customer being entitled to any remuneration for this.

6.5. Confidentiality

The Contractor shall treat all business transactions of which it becomes aware, in particular, but not exclusively, print documents, layouts, storyboards, figures, drawings, audio tapes, images, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products, and other documents containing films and/or radio plays and/or other copyrighted materials of the Customer or its affiliated companies, as strictly confidential. The Contractor undertakes to impose this obligation of confidentiality on all employees and/or third parties (e.g., suppliers, graphic designers, programmers, film producers, recording studios, etc.) who have access to the aforementioned business transactions. This obligation of confidentiality shall apply indefinitely beyond the term of this Agreement.

6.6. Liability/Indemnity

• 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, due to a warranty promise, unless otherwise provided, or due to mandatory liability, such as under the Product Liability Act. If the Contractor negligently breaches a material contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless unlimited liability applies in accordance with the preceding sentence. Material contractual obligations are obligations that the contract imposes on the Contractor in accordance with its content to achieve the contractual purpose, the fulfillment of which makes the proper execution of the contract possible in the first place, and on whose compliance the Customer may regularly rely. Otherwise, the Contractor's liability is excluded. The above liability provisions also apply with regard to the Contractor's liability for its vicarious agents and legal representatives.
• The Customer shall indemnify the Contractor against any claims asserted by third parties against the Contractor due to violations by the Customer of these General Terms and Conditions or applicable law.

6.7. Final Provisions

• The contracts concluded between the Contractor and the Customer are subject to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
• 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 Contractor's registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.
• The Contractor is entitled to amend these General Terms and Conditions 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 such amendments by email at least two weeks before the amendments take effect. If the existing customer does not object within the period specified in the notification of amendments, their consent to the amendments shall be deemed granted. If they object, the amendments shall not take effect; in this case, the Contractor is entitled to terminate the contract with immediate effect at the time the amendments take effect. The notification of the intended change to these Terms and Conditions will indicate the deadline and the consequences of the objection or its absence.