GENERAL TERMS AND CONDITIONS
of Gündisch & Friends GmbH for the provision of agency services

 

Section 1 – Definitions and Scope

1.1 The following General Terms and Conditions apply to all legal transactions of Gündisch & Friends GmbH – hereinafter referred to as the “Agency” – with its contractual partner – hereinafter referred to as the “Client” or “Customer”. Should a framework agreement with a customer exist, the provisions of these Terms and Conditions shall apply only supplementarily. These Terms and Conditions apply exclusively in business transactions with entrepreneurs (Section 14 German Civil Code – BGB), legal entities under public law or special funds under public law.

1.2 The terms “Order”, “Agency” and “Client” shall be understood in a commercial sense. “Order” designates the contractual relationship irrespective of the type of contract. In the narrower sense – regardless of whether it is a purchase, work, service or other contract – the “Agency” refers to Gündisch & Friends GmbH as the party obliged to perform. The “Client”/“Customer” is the contractual partner of the Agency who owes remuneration.

1.3 Any general terms and conditions of the Client that deviate from these shall be valid only if the Agency has expressly acknowledged them in writing.

1.4 Only orders or modifications to orders issued in written or text form shall be binding.

1.5 These Terms and Conditions shall be incorporated at the latest upon submission of an offer or placement of an order and are permanently available at https://gundf.de/en/terms-and-conditions/. Deviating terms and conditions of the Client shall apply only if the Agency has agreed to them in writing.

Section 2 – Deadlines, Delivery Dates and Fixed-Date Transactions

2.1 Dates shall be regarded as target dates unless expressly agreed in text form as fixed dates. Fixed dates shall only be effective if designated as such. Delays resulting from the Client’s lack of cooperation shall extend deadlines accordingly. Any additional expenses incurred as a result shall be reimbursed separately.

2.2 If a delay in delivery is to be expected, the Agency shall immediately notify the Client, stating the reason and the probable duration.

2.3 If the Client is in default of acceptance or culpably breaches other duties of cooperation, the Agency shall be entitled to claim compensation for any damages incurred, including any additional expenses. Further claims remain unaffected.

Section 3 – Scope of Services and Remuneration

3.1 The scope of the individual services and the remuneration owed to the Agency shall result from the Agency’s offer. If no remuneration is specified for a service, the prices valid at the time the order is placed shall apply. Any additional effort by the Agency, in particular due to requests for changes and/or additions by the Client, shall be charged as additional effort according to the agreed hourly rates, or, failing that, at the prices valid at the time of commissioning. Changes or extensions of the order must be made in text form. Non-agreed additional services shall be remunerated at the Agency’s current hourly rates.

3.2 The Client shall bear any damage resulting from incorrect, subsequently corrected or incomplete information, insofar as the Client is responsible, if the Agency must repeat or delay work wholly or in part.

3.3 The Agency may perform the services owed by it through third parties as subcontractors. The Client may reject such a third party only if there is an important reason relating to that person.

3.4 If the Client terminates an order already approved before completion, Section 649 BGB shall apply regarding remuneration. In addition, the Agency shall be entitled to demand a lump-sum compensation of 15 percent of the outstanding order value as lost profit. The Client remains entitled to prove that the Agency incurred no damage or substantially less damage; the Agency remains entitled to prove higher damage.

3.5 The legal review of the admissibility of advertising shall only be owed by the Agency if this has been expressly agreed. If the Client commissions the Agency with such services, the Client shall bear the resulting fees and costs of the Agency and third parties at market-standard rates, unless otherwise agreed.

3.6 The Agency is not obliged to verify the accuracy of factual statements regarding the Client’s products or services that were provided or approved by the Client for advertising purposes.

3.7 The Agency’s services shall be deemed duly performed even if they are not registrable or capable of protection, unless otherwise expressly agreed.

3.8 For review and approval purposes, the Agency shall present all drafts to the Client before publication. By approving the work, the Client assumes responsibility for the accuracy of content, image, sound, and text.

3.9 If the Agency points out legal requirements or provides legally relevant texts and content, these shall constitute mere drafts and not legal advice. Unless the initiation of a legal review by an attorney has been expressly agreed, the Client shall itself, or through legally qualified third parties, ensure and verify legal compliance. The Agency assumes no liability for the legal admissibility of the content or drafts provided. The indemnity applies solely to claims based on content, specifications or approvals supplied by the Client.

Section 4 – Acceptance

4.1 Acceptance shall be deemed to have taken place if it is not declared or refused within seven (7) days of delivery, provided the result of the work substantially corresponds to the agreement. Partial services may be accepted separately. If there are significant deviations, the Agency shall remedy them within a reasonable period and resubmit the work for acceptance.

4.2 Acceptance shall be deemed to have taken place at the latest upon final payment or use of the work.

Section 5 – Work-Contract Services

5.1 Insofar as the Agency’s services constitute services under a contract for work and services (Werkvertrag) and unless otherwise agreed or provided for in these Terms and Conditions, this Section 5 shall apply.

5.2 The Client is obliged to examine all services without delay from the time of provision, unless otherwise agreed, and to notify all defects in writing with a precise description of the defect. Acceptance shall be deemed to have taken place if it is not declared or refused within ten (10) days of delivery, provided the result substantially corresponds to the agreement. The same applies if the service is paid unconditionally or used for a period of more than four (4) weeks.

5.3 A material defect exists if the owed service cannot be used in accordance with the contract. A merely immaterial defect does not entitle the Client to refuse acceptance.

5.4 In the event of a defect, the Agency shall have the right to provide subsequent performance within a reasonable period. Self-execution by the Client is excluded. Further claims of the Client based on defects are excluded unless the Agency has acted with intent or gross negligence.

5.5 If the Client sets the Agency a deadline for performance or subsequent performance, the Client may only rely on the unsuccessful expiry of this deadline to withdraw from the contract or claim damages in lieu of performance if, when setting the deadline, the Client informed the Agency that it would no longer accept performance after expiry; this does not apply if further performance is impossible, unreasonable for the Client, or has been definitively refused by the Agency.

5.6 The Client may withdraw due to a breach of duty not consisting in a defect of the work only if the Agency is responsible for such breach.

5.7 If the Client withdraws due to a breach of duty relating to a separable service which, taking into account the Client’s legitimate interests, can be performed independently of other services to be rendered, such withdrawal shall not affect the other services.

5.8 Remuneration for the work performance shall be governed by Section 3. If, in an individual case, a fixed price has been agreed, payment shall fall due upon acceptance, less any agreed and made instalment payments.

Section 6 – Price, Invoicing and Payment Terms

6.1 The Agency shall invoice its services immediately after they have been rendered.

6.2 For projects with a contract value exceeding EUR 3,000.00, a down payment of 50% of the offer amount shall be due upon conclusion of the contract, unless otherwise agreed with the Client.

6.3 Unless other payment terms have been agreed, payment shall be made within fourteen (14) days without deduction.

6.4 The agreed prices are net, i.e., subject to statutory value added tax. Deliveries are generally made free domicile. Customs duties, fees and other levies as well as artists’ social security contributions shall be borne by the Client, even if subsequently reimposed.

6.5 If the Client is in default of payment, it shall owe default interest in accordance with Section 288 BGB. For remuneration claims between entrepreneurs, the interest rate is nine percentage points above the respective base rate. Default occurs upon due date and receipt of the invoice—if the due date is fixed by calendar, without reminder; otherwise no later than thirty (30) days after due date and receipt of the invoice.
In the event of payment default, the Agency shall be entitled to withhold performance and pause ongoing projects until outstanding amounts have been settled; any delays/additional costs arising therefrom shall be borne by the Client.
For each reminder, a flat reminder fee of EUR 15.00 shall be charged. In addition, collection, information and legal enforcement costs shall qualify as default damages. Until full payment of all outstanding claims, all delivered or created services shall remain the property of the Agency (retention of title).

6.6 The Client may only offset claims for remuneration of the Agency with undisputed or legally established claims. The Client may assert a right of retention only in cases of undisputed or legally established claims.

Section 7 – Expenses

7.1 Travel expenses shall be charged to the Client as follows:

– Third-party costs against receipts
– Travel expenses: EUR 0.80 per km from a distance of more than 20 km around the Agency

Section 8 – Copyright Usage Rights and Related Rights

8.1 Upon full payment, the Agency grants the Client non-exclusive, temporally and territorially unrestricted usage rights in the work result to the extent described in the contract – however, only after full settlement of all invoices. This includes, in particular, use on the Client’s own websites, career portals, social media channels, and in print and online media. Adaptations, translations and format conversions for the intended use are permitted, provided there is no distortion of the work (Section 14 German Copyright Act – UrhG).

8.2 The use and exploitation of works is only permitted in the original version created by the Agency. Transfer to third parties, editing or substantive modification of the works designed by the Agency is permitted only with the Agency’s prior written consent.

8.3 The Agency has the right to be credited as author on reproduction copies and digital publications (e.g., websites, online portals), e.g., in the imprint or footer with a link (“Concept & Development: Gündisch & Friends, www.gundf.de”). Deviations are permissible only for an important legitimate reason on the part of the Client and upon prior agreement. If such credit is omitted, the Client shall owe a reasonable licence/contractual penalty, without prejudice to further claims (Section 13 UrhG).

8.4 When using open-source software, stock material or third-party licences, their licence terms shall take precedence; required copyright/licence notices must be retained.

8.5 For the intended contractual use, the Agency supplies the required production data (e.g., compiled frontend code, export assets, style tokens, implementation notes). Open files/RAW/source shall remain with the Agency; any transfer (buy-out) shall be subject to separate remuneration, and there is no entitlement to transfer. Operational/deployment artefacts do not constitute a buy-out.

8.6 The Agency may use the advertising media it has conceived, with mention of the Client (e.g., in text or by displaying the Client’s logo), for an unlimited period for self-promotion, e.g., on its website.

8.7 Any works, services, concepts and ideas presented or submitted by the Agency for the purpose of concluding a contract may not be used, in whole or in part, without the Agency’s express consent. Acceptance of a presentation or pitch fee does not constitute consent to use.

8.8 Drafts rejected or not executed by the Client shall remain subject to the Agency’s usage rights. This also applies to services of the Agency that are not subject to special statutory rights, in particular copyright.

Section 9 – Confidentiality

9.1 All non-public information and documents made accessible to the Agency in connection with the Order shall be treated as strictly confidential, even if the Order is not executed.

9.2 The Agency shall impose the confidentiality obligation on its employees and subcontractors involved in the execution of the Order to the extent necessary to ensure confidentiality.

Section 10 – Contact Reports

10.1 The basis of the Agency’s work is the briefing. If the briefing is given orally, the corresponding contact report becomes a legally binding working document.

10.2 The Agency shall provide contact reports to the Client within three (3) business days after each meeting with the Client. These contact reports constitute a legally binding basis for the further processing of projects unless they are objected to in text form within a further period of three (3) business days.

Section 11 – Liability and Warranty

11.1 The Agency shall be liable for intent and gross negligence in accordance with statutory provisions. However, the limitation period for claims for defects shall be limited to six (6) months from delivery.

11.2 In the event of slight negligence, the Agency and its vicarious agents shall be liable only if a material contractual obligation (cardinal obligation) is breached or in cases of delay or impossibility.

11.3 In the event of liability for slight negligence, the liability of the Agency and its vicarious agents for breach of duty and for tort, as well as for claims for reimbursement of futile expenses, shall be limited to such damages as were foreseeable or typical. Liability for loss of profit, failure to realise savings, and indirect or consequential damages is excluded.

11.4 The foregoing limitations of liability and the shortened warranty period shall not apply in cases of absence of guaranteed characteristics, fraudulent intent, injury to life, body or health, legal defects, or liability under the Product Liability Act.

11.5 In the case of non-culpable errors and printing or transmission errors entitling the Agency to rescind, the Client may not claim damages as a consequence of such rescission.

Section 12 – Online Dispute Resolution (ODR) / Consumer Dispute Resolution (VSBG)

The European Commission provides a platform for Online Dispute Resolution (ODR), which can be found at http://ec.europa.eu/consumers/odr/ .

The provider does not participate in an ODR dispute resolution procedure nor in a consumer arbitration procedure within the meaning of the German Consumer Dispute Resolution Act (VSBG).

Section 13 – Force Majeure

13.1 Events of force majeure that are beyond the Agency’s control and substantially impede or render performance impossible – in particular natural events, pandemics, war, terrorism, strikes or lockouts (unless internal), failures or disruptions of power, internet, hosting or cloud services, shortages in delivery or transportation, or official orders – entitle the Agency to postpone performance for the duration of the disruption plus a reasonable start-up period.

13.2 If the impairment lasts longer than sixty (60) calendar days, both parties are entitled to terminate the affected part of the contract for good cause with effect for the future. Services already rendered shall be remunerated; further claims are excluded.

Section 14 – Change Request Process

14.1 A Change Request (CR) means any subsequent change or extension to the agreed scope of services that affects content, scope, deadlines or costs.

14.2 The parties shall document CRs in text form (description, reasons, effects, effort estimation, schedule). The Agency shall submit a corresponding offer or update detailing effort, pricing and schedule impact.

14.3 CRs become part of the contract only upon the Client’s written approval. Until such approval, the Agency shall continue to work based on the last approved scope of services.

14.4 Impacts on milestones or deadlines shall be adjusted accordingly. Non-agreed additional services shall be remunerated at the Agency’s current hourly rates.

14.5 If the Client rejects a CR, the related change service shall lapse; preliminary evaluations or estimations already performed may be charged on a time-spent basis, provided the Client initiated the CR.

Section 15 – Final Provisions

15.1 The invalidity of individual provisions shall not affect the validity of the remaining provisions. In the event of invalidity of individual clauses, the parties shall make every effort to replace the invalid clause with a valid one that most closely reflects its economic intent.

15.2 Unless otherwise individually agreed, transmission by e-mail shall suffice to meet the requirement of written form within the meaning of these conditions.

15.3 If the Client is a merchant, legal entity under public law or special fund under public law, the place of performance and place of jurisdiction shall be Crailsheim. Mandatory statutory jurisdictions remain unaffected.

15.4 The law of the Federal Republic of Germany shall apply, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance for all services of the Agency shall be its registered office.

Section 16 – Data Protection / Data Processing (Art. 28 GDPR)

16.1 If, in the course of providing services, the Agency processes personal data on behalf of the Client, the parties shall, prior to commencement of processing, conclude a Data Processing Agreement (DPA) in accordance with Art. 28 GDPR.

16.2 The DPA shall define, in particular, the subject and duration of processing, type and purpose of processing, categories of data subjects, the duties and rights of the Client, the technical and organisational measures (TOMs), and the use of sub-processors.

16.3 The Agency may engage sub-processors with the Client’s prior consent; the Agency shall contractually ensure that such sub-processors are bound by the terms of the DPA.

16.4 Where the Agency performs services without processing personal data of the Client (e.g. purely conceptual work), no DPA is required.

16.5 The Agency’s current privacy policy is available at https://gundf.de/en/privacy-policy/. A sample DPA is available from the Agency upon request.

Crailsheim, 21 October 2025