These General Terms and Conditions (GTC) are an integral part of all orders and/or contracts concluded with Medienwerft Agentur für digitale Medien und Kommunikation GmbH, Wendenstraße 130, D-20357 Hamburg (Medienwerft). Deviating terms and conditions of the customer as well as changes and additions to these terms and conditions are only valid if they have been recognized in writing by Medienwerft. This also applies if Medienwerft has not expressly objected to the customer’s terms and conditions of business and/or delivery.


1.1 The parties shall work together in a spirit of trust and shall inform each other immediately in the event of deviations from the agreed procedure or doubts about the correctness of the other party’s procedure.

1.2 If the customer recognizes that his own information and requirements are incorrect, incomplete, ambiguous or impracticable, he must inform Medienwerft immediately of this and the consequences he recognizes.

1.3 The contracting parties shall name contact persons and their deputies who shall manage the implementation of the contractual relationship for the contracting party naming them in a responsible and expert manner.

1.4 The parties must notify each other immediately of any changes in the named persons. Until such notification is received, the previously named contact persons and/or their deputies shall be deemed authorized to make and receive declarations within the scope of their previous power of representation.

1.5 The contact persons shall communicate at regular intervals about progress and obstacles in the execution of the contract in order to be able to intervene in the execution of the contract if necessary.

1.6 Medienwerft shall prepare a record of the exchange of information between the contact persons. The minutes shall be sent to the customer. In the event of opposing views, the customer has the right to have his view included in the minutes. This right must be exercised no later than one week after receipt of the minutes.


2.1 The customer shall support Medienwerft in the fulfillment of its contractually owed services. This includes in particular the timely provision of information, data material as well as hardware and software, insofar as the customer’s cooperation services require this. The customer shall instruct Medienwerft in detail regarding the services to be provided by Medienwerft.

2.2 The customer shall provide the required number of its own employees with the necessary expertise to perform the contractual relationship.

2.3 If the customer has undertaken to provide Medienwerft with materials (image, sound, text or similar) in the course of the contract, the customer must provide these to Medienwerft immediately and in a standard, directly usable digital format. If it is necessary to convert the material provided by the customer into another format, the customer shall bear the costs incurred for this. The customer shall ensure that Medienwerft obtains the rights required to use these materials.

2.4 The customer shall cooperate at his own expense.


3.1 The customer shall be responsible for third parties who work for Medienwerft in the customer’s area of activity at the customer’s instigation or with the customer’s acquiescence, in the same way as for vicarious agents. Medienwerft shall not be responsible to the customer if Medienwerft is unable to fulfill its obligations to the customer in whole or in part or on time due to the conduct of one of the aforementioned third parties.


4.1 Dates for the provision of services may only be confirmed on the part of Medienwerft by the contact person.

4.2 The contracting parties shall set deadlines in writing wherever possible. Binding deadlines, the non-observance of which causes a contracting party to be in default without a reminder in accordance with the statutory requirements, must always be set out in writing and designated as binding.
If Medienwerft recognizes that bindingly agreed deadlines for services – for whatever reason – are not met or are not met at the time agreed verbally and/or in writing, Medienwerft shall inform the customer of this immediately. The parties shall then jointly decide under what circumstances and by when the services to be delivered in accordance with the contract can be provided. In cases of timely information, the customer is not entitled to demand compensation payments from Medienwerft due to non-compliance with binding performance obligations.

4.3 Medienwerft shall not be responsible for delays in performance due to force majeure (e.g. strike, lockout, official orders, general disruptions in telecommunications, etc.) and circumstances within the customer’s area of responsibility (e.g. failure to provide cooperation services on time, delays caused by third parties attributable to the customer, etc.) and shall entitle Medienwerft to postpone the provision of the affected services for the duration of the hindrance plus a reasonable start-up period. Medienwerft shall notify the customer of delays in performance due to force majeure.


5.1 If the customer wishes to change the contractually agreed scope of the services to be provided by Medienwerft, he shall express this change request in writing to Medienwerft. The further procedure is based on the following provisions. In the case of change requests that can be checked quickly and are likely to be implemented within 8 working hours, Medienwerft may refrain from the procedure set out in sections 5.2 to 5.5.

5.2 Medienwerft shall examine what effects the desired change will have, in particular with regard to remuneration, additional costs and deadlines. If Medienwerft recognizes that services to be provided cannot be performed or can only be performed with a delay due to the review, Medienwerft shall inform the customer of this and point out that the change request can still only be reviewed if the affected services are initially postponed for an indefinite period. If the customer agrees to this postponement, Medienwerft will carry out the examination of the change request. The customer is entitled to withdraw his change request at any time; the initiated change procedure then ends.

5.3 After reviewing the change request, Medienwerft will explain to the customer the effects of the change request on the agreements made. The presentation shall contain either a detailed proposal for the implementation of the change request or information as to why the change request cannot be implemented.

5.4 The contracting parties shall immediately agree on the content of a proposal for the implementation of the change request and attach the result of a successful vote to the text of the agreement to which the change relates as a supplementary agreement.

5.5 If no agreement is reached or if the amendment procedure ends for any other reason, the original scope of services shall remain unchanged. The same shall apply in the event that the customer does not agree to a postponement of the services for the further performance of the review in accordance with paragraph 2.

5.6 The dates affected by the change procedure will be postponed as necessary, taking into account the duration of the review, the duration of the vote on the change proposal and, if applicable, the duration of the change requests to be carried out, plus a reasonable start-up period. Medienwerft will inform the customer of the new deadlines.

5.7 The customer shall bear the expenses incurred as a result of the change request. This includes in particular the examination of the change request, the preparation of a change proposal and any downtime. If the parties have agreed on daily rates, the expenses will be charged according to these rates, otherwise according to Medienwerft’s usual remuneration.

5.8 Medienwerft is entitled to change or deviate from the services to be provided under the contract if the change or deviation is reasonable for the customer, taking into account the interests of Medienwerft.


6.1 The customer shall bear all expenses such as travel and accommodation costs, expenses and third-party claims for remuneration incurred in the course of the execution of the contract against proof. Medienwerft may charge a handling fee of 10% for the processing of orders with third parties whose costs are charged directly to the customer. For the integration of software for the mutual provision of services (e.g. project management tools etc.), Medienwerft may pass on any license fees incurred to the customer.

6.2 Medienwerft’s remuneration is generally based on time spent, which is invoiced on a monthly basis. Unless otherwise agreed, Medienwerft’s current remuneration rates shall be decisive for the remuneration of the time spent. Medienwerft is entitled to change or supplement the remuneration rates on which the agreements are based at its reasonable discretion. Cost estimates or budget plans prepared by Medienwerft are non-binding.

6.3 If the parties have not reached an agreement on the remuneration of a service by Medienwerft, the provision of which the client could only expect in return for remuneration, the client must pay the usual remuneration for this service. In case of doubt, the remuneration rates charged by Medienwerft for its services shall be deemed customary.

6.4 All contractually agreed remuneration is subject to statutory VAT.


7.1 MUpon completion of the project and on condition of full payment of the remuneration due to Medienwerft, Medienwerft shall transfer to the customer all transferable rights of use under copyright and other ancillary copyrights for the publication, reproduction and exploitation of its own services and programming provided under the contract to the extent necessary for the use of the project for the purpose specified in the contract. The transfer is unrestricted in terms of time, place and content.

7.2 For rights to the work results of third parties, Medienwerft shall ensure that the customer also receives the rights to the aforementioned extent when commissioning third parties. If and insofar as these rights are restricted with regard to the agreed purpose of use, Medienwerft shall inform the customer immediately and proceed in accordance with the customer’s instructions (Medienwerft’s duty to inform). The customer is aware that rights with regard to the agreed purpose of use may be limited in terms of time, content and location in the case of third-party services (customer’s duty of acceptance).

7.3 Medienwerft is generally entitled to use open source software (OSS) components or systems for the completion of projects and work results. In this case, Medienwerft shall inform the customer that OSS components or systems are part of the project or work result and shall declare them in accordance with the applicable provisions of the ISS license (Medienwerft’s duty to inform). The customer is aware that OSS components or systems may be subject to a GNU General Public License (GPL), GNU Lesser General Public License (LGPL) or another so-called copyleft license and that rights to them may only be transferred to a limited extent or that this may result in restrictions with regard to the agreed purpose of use (customer’s obligation to accept).

7.4 The transfer of rights of use is exclusive, however, only with regard to those partial functionalities within a programming service that have been programmed by Medienwerft specifically for the customer and cannot be used elsewhere, provided that Medienwerft itself is entitled to grant rights thereto. In particular, Medienwerft reserves the right to use and exploit self-created programming services, software programs and other services that cannot be used specifically and exclusively for the customer elsewhere.

7.5 The customer undertakes not to copy, publish or distribute software programs created or acquired by Medienwerft itself or by third parties commissioned by Medienwerft without the consent of Medienwerft, unless this is necessary for the direct fulfillment of the contract or the operation of the project.

7.6 Until full payment of the remuneration, the customer is only permitted to use the services provided on a revocable basis. Medienwerft may revoke the use of such services for which the customer is in default of payment for the duration of the default.


8.1 Medienwerft warrants that it will work without the use of third party models and will safeguard the rights to its own intellectual property rights that are transferable and to be transferred in accordance with these GTC in the contractual territory and in accordance with the provisions of the German Copyright Act and will indemnify the customer against justified claims by third parties arising from such infringements of intellectual property rights. It shall also oblige any freelancers used to produce the service to do so and shall support the customer in the event that these third parties violate the corresponding obligations. However, the Agency shall not be liable to pay damages to the Customer if it can provide evidence of the corresponding obligation of the third party. In such cases, the Agency’s liability shall be limited to the proper selection of third parties. Furthermore, the Agency guarantees the fundamental suitability and feasibility of the services it produces and the services it provides, but is not liable for the admissibility of the results of the services under competition law or for the correctness of the underlying information provided by the customer. Furthermore, the Agency shall not be liable for any collision of the service results or parts thereof with industrial property rights of third parties. The customer shall, on its own initiative and at its own expense, subject the service results to a legal examination, unless otherwise agreed in individual cases. If the Agency has pointed out legal concerns – without there being any obligation to do so – and the Client nevertheless insists on realization, the Agency shall not be liable for any resulting disadvantages and risks. In this case, the client shall indemnify the agency against third-party claims. The client shall also inform Medienwerft immediately of any claims asserted by third parties. If the client does not inform the agency immediately about the asserted claims, the right to indemnification expires.

8.2 In the event of infringements of property rights, Medienwerft may – without prejudice to any claims for damages on the part of the customer – at its own discretion and at its own expense, after prior consultation with the customer, make changes to the affected service which, while safeguarding the interests of the customer, ensure that an infringement of property rights no longer exists, or acquire the necessary rights of use for the customer.

8.3 The customer must ensure that all image rights are held by the customer to the extent necessary for the order, in particular with regard to format, circulation and publication period. The customer shall assume sole and full responsibility for all materials and shall ensure that the personal rights of third parties are not infringed and that all content does not violate human rights or common decency.

8.4 The customer shall indemnify Medienwerft against all third-party claims arising from such an infringement. Medienwerft is at liberty to reject an order that obviously violates one of the above points.


9.1 The customer may only withdraw from the contract due to a breach of duty not consisting of a defect in the purchased item or the work if Medienwerft is responsible for this breach of duty.


10.1 In all cases of contractual and non-contractual liability, Medienwerft shall only pay damages or compensation for futile expenses to the extent specified below:


11.1 For the duration of the cooperation between the parties and for a period of one year thereafter, the customer undertakes not to entice employees away from Medienwerft or to employ them without Medienwerft’s consent. For each case of culpable infringement, the customer undertakes to pay a contractual penalty to be determined by Medienwerft and, in the event of a dispute, to be reviewed by the competent court.


12.1 The documents, knowledge and experience provided to the other contracting party may only be used for the purposes of this contract and may not be made accessible to third parties unless they are intended to be made accessible to third parties or are already known to the third party. Third parties do not include auxiliary persons such as freelancers, subcontractors, etc. who are called in to carry out the contractual relationship.

12.2 In addition, the contracting parties agree to maintain confidentiality regarding the content of this contract and the knowledge gained during its execution.

12.3 The confidentiality obligation shall also apply beyond the termination of the contractual relationship.

12.4 If a contracting party so requests, the documents handed over by it, such as strategy papers, briefing documents, etc., shall be returned to it after termination of the contractual relationship, unless the other contracting party can assert a legitimate interest in these documents.

12.5 Press releases, information etc. in which one party refers to the other party are only permitted after prior written agreement – also by e-mail.


13.1 The assignment of claims is only permitted with the prior written consent of the other contracting party. Consent may not be unreasonably withheld. The provision of § 354 a HGB remains unaffected by this.

13.2 A right of retention can only be asserted on the basis of counterclaims arising from the respective contractual relationship.

13.3 The contracting parties may only offset claims that have been legally established or are undisputed.

13.4 Medienwerft may name the customer as a reference customer on its website or in other media. Medienwerft may also publicly reproduce the services provided for demonstration, reference and self-promotion purposes, make them publicly accessible or refer to them in any other suitable and customary manner.


14.1 All amendments and additions to contractual agreements must be recorded in writing for verification purposes. Notices of termination must be made in writing. Notifications that must be made in writing may also be made by e-mail.

14.2 Should individual provisions of the parties’ agreements be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any loopholes in the agreements.

14.3 The law of the Federal Republic of Germany shall apply to the exclusion of international private law, conflict of laws and the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for all legal disputes arising from or in connection with agreements under these GTC is the registered office of Medienwerft.