Düsseldorf, February 2020

Terms & conditions

1. Subject of the contract

1.1. The following general terms and conditions apply to all legal transactions between marketer UX GmbH, hereinafter referred to in abbreviated form as “marketer UX”, with its contractual partners or clients, hereinafter referred to as “client” in abbreviated form.

The terms and conditions are agreed if the client does not object to them immediately after receipt (later within 3 working days). These terms and conditions also apply to the addition and change requests sent by fax or e-mail after conclusion of the contract. The client's terms and conditions deviating from these terms and conditions will only be accepted by marketer UX after separate and written approval. Additional agreements, of any kind, are only binding if they have been recorded and confirmed in writing.

1.2. All agreements made between marketer UX and the client for the purpose of executing an order must be agreed in writing. Amendments, additions and ancillary agreements must be made in writing to be effective.

1.3. These terms and conditions also apply to all future business relationships with the client, even if they are not expressly agreed again.

1.4. Marketer UX provides advertising, public relations and Internet services (graphic design, media & web design, web programming and agency services). The detailed description of the services to be provided is derived from the tender documents, briefings, order confirmations, project contracts, their attachments and service descriptions from marketer UX.

2. Parts of the contract and amendments to the contract

2.1. The basis for agency work and part of the contract is, in addition to the project contract and its attachments, the briefing to be handed out in writing by the client. If the briefing is provided orally or by telephone by the client Marketer UX, this form of

Transfer of contractual inventory.

2.2. Any change and/or addition to the contract and/or its components must be made in writing. Any additional costs arising from this must be borne by the client.

2.3. Meeting minutes sent by marketer UX are binding if the client does not object immediately upon receipt (2 working days).

2.4. Orders are considered binding if they have been submitted by the client in writing (e.g. by e-mail or letter) or placed orally by the client and confirmed in writing by marketer UX. The written approval of a cost overview by the client is sufficient to place the order.

2.5. The offers are non-binding and subject to change, valid for a maximum of 4 weeks after the date of submission.

2.6. Events of force majeure entitle marketers UX to postpone the project commissioned by the client for the duration of the hindrance and a reasonable start-up time. This does not result in a claim for damages by the client against Marketer UX. This applies even if, as a result, important deadlines and/or events for the client cannot be met and/or do not occur.

3. Copyrights and rights of use

3.1. With full payment of the agreed fee for the contractually agreed period and to the contractually agreed extent, the client acquires the rights of use, but not ownership rights, to all work carried out by marketer UX within the framework of this order. This transfer of rights of use applies insofar as a transfer is possible under German law and applies to the agreed use in the territory of the Federal Republic of Germany. Unless otherwise agreed, only the simple right of use is transferred. marketer UX remains entitled in any case, even if the exclusive right of use has been granted, to use its designs and reproductions of them as part of its own promotion. Uses that go beyond this area require a written agreement as part of the order or a separate written ancillary agreement. Rights to use work that have not yet been paid for at the end of the contract remain with marketer UX, subject to agreements made otherwise. The client receives no co-copyright, even if he was involved in the creation process through advice, ideas or suggestions.

3.2. The services developed as part of the contract are protected as personal intellectual creations by copyright law. This provision is considered agreed even if the amount of creation required under copyright law has not been reached.

3.3. Marketer UX has the right to be named as the author on the copies (hard and soft copies). Marketer UX may sign the advertising material it has developed in an appropriate and industry-standard manner and publish the order for self-promotion. marketer UX reserves — even if an exclusive right of use is granted to the client — an unlimited right of use for its own purposes. in the press and on their own advertising media, in particular on their homepage, with names and/or The client's company logo depicting the service provided for the client and/or referring to the business relationship. marketer UX has the right to be named as the author on all advertising material and advertising measures provided by the client, insofar as these fall under copyright law. This signing and commercial use can be restricted or excluded by a corresponding separate agreement between marketer UX and client.

3.4. If the client wishes to register formal property rights in relation to the designs, final artwork or other work by marketer UX for registration in an official register, he requires the prior written consent of marketer UX.

3.5. The work of marketer UX may not be modified either in the original or during reproduction by the client or by third parties commissioned by the client. Any imitation, including that of parts of the work, is prohibited. In the event of infringement, Marketer UX is entitled to an additional fee from the client of at least 2.5 times the originally agreed fee.

3.6. Unless regulated in the initial order, the transfer of granted rights of use to third parties and/or multiple uses is subject to a fee and requires the consent of marketer UX.

3.7. Marketer UX is entitled to information about the extent of use.

4. Remuneration & terms of payment

4.1. The remuneration agreed in the contract or in the order confirmation applies. Unless otherwise agreed, the client pays 50 percent of the invoice amount in installments after the contract has been awarded. The remaining 50 percent is due upon acceptance of completion by Marketer UX, or four weeks after handover (if the reasons for non-acceptance are not specified). If payment dates are exceeded, Marketer UX is entitled to default interest of 8.17% above the base interest rate in accordance with Section 1 of the Discount Rate Reconciliation Act without further reminder. The right to claim further damage remains unaffected by this provision.

4.2. If the development of the agreed services extends over a longer period of time, marketer UX can charge the client advance payments for the partial services already provided. These partial services do not have to be available in a form that can be used by the client and can also be available as a pure working basis on the part of marketer UX.

4.3. Other activities, drafts or sketches presented to the client by marketer UX are subject to a fee, unless otherwise expressly agreed.

4.4. If the designs are used later or to a greater extent than originally intended, marketer UX is entitled to charge for the use retrospectively or to demand the difference between the higher remuneration for use and that originally paid.

4.5. Cooperation by the client or other cooperation has no influence on the amount of remuneration. A deduction is not permitted in any way, unless otherwise agreed.

4.6. Travel expenses and expenses for trips that are to be undertaken in connection with the order and agreed with the client must be reimbursed by the client.

4.7. Amendments to finished works, websites, reworking final drawings, print monitoring, quality controls, etc. represent special services, which are billed according to time spent and are therefore invoiced separately. Unless there is a separate agreement or written agreement, the hourly rate is based on the marketer UX hourly rate valid at the time the service is provided.

4.8. In the event of changes or cancellations of orders, work and the like by the client and/or if the requirements for the provision of services change, Marketer UX will reimburse all costs arising as a result and release Marketer UX from any liabilities to third parties.

4.9. If the execution of the order is delayed for reasons for which the client alone is responsible, for example non-payment of the advance or partial invoice, delay in providing documents, delay in providing requested approvals, etc., the net order value increases by 30% if delayed by 1 month and by 75% if delayed by 3 months. In the event of intent or gross negligence, Marketer UX can also claim compensation.

4.10. If the client withdraws from an order before the start of the project, marketer UX charges the client the following percentages of the originally contractually agreed fee as a cancellation fee: up to six months before the start of the order 10%, from six months to three months before the start of the order 25%, from three months to four weeks before the start of the order 50%, from four weeks to two weeks before the start of the order 80%, from two weeks before the start of the order 100%.

4.11. If the service is used again or to a greater extent than originally intended, the client is obliged to pay compensation for the additional service.

4.12. All prices stated in offers and orders and the resulting amounts to be paid are exclusive of the legally valid value added tax at the applicable rate.

5. Additional services

5.1. Unforeseeable additional costs require mutual agreement and, if necessary, subsequent remuneration.

6. Obligations of the client

6.1. The client provides marketer UX with all data and documents required to carry out the project free of charge at the start of the preparation phase, unless another agreement is made in writing. The content is provided by the client in electronically usable form. marketer UX provides the client with the file formats suitable for further processing. If the templates are delivered in other formats, the conversion work must be paid separately. All working documents are handled carefully by marketer UX, protected from access by third parties, and only used to process the respective order.

6.2. In connection with a commissioned project, the client will only award contracts to other agencies or service providers after consultation and in agreement with Marketer UX.

6.3. With approval or acceptance of the work and/or approval of drafts, final versions or final drawings by the client, the client assumes responsibility for the accuracy of the text and image, with the result that marketer UX's liability in this regard is waived. The client checks the documents provided by marketer UX for possible industrial property rights or other rights of third parties. If he is not entitled to use and transfer, the client will indemnify marketer UX from third-party compensation claims in this regard and will compensate marketer UX for any damage that has arisen. In no case is marketer UX liable for the legal, in particular competition and trademark law, admissibility of the intended use. The client checks the admissibility of the advertising measure under competition law and will inform Marketer UX accordingly in writing if there is any doubt as to the admissibility of the advertising measure under competition law.

6.4. The client is obliged to ensure compliance with applicable laws, in particular criminal law, data protection, personal rights, telecommunications law and competition law.

7. Retention of title

7.1. Unless otherwise expressly agreed, the client is not entitled to raw data or open computer files.

7.2. Unless otherwise expressly agreed with the client, marketer UX is the beneficial owner and legal owner of all domains, websites, accounts created by marketer UX. The client carries out all marketing measures on the marketer UX accounts. Marketer UX does not provide services on other/third-party accounts.

7.3. Upon termination of the contract period, the client has the opportunity to purchase the domain (s) or accounts operated by Marketer UX for a fee within 2 weeks. There are no ancillary agreements or oral agreements in this regard. All deviations must be made in writing. Marketer UX reserves the right to delete or sell the accounts, domains and created websites after the end of the term. The client thus assigns all personal and industrial rights to Marketer UX. This also includes all photo and video recordings.

8. Warranty and liability

9.1. The risk of legal admissibility of the measures developed and carried out by marketer UX is borne by the client. This applies in particular in the event that the actions and measures violate competition law, copyright and special advertising law laws. However, marketer UX is obliged to point out legal risks if it becomes aware of them in the course of its activity. The client indemnifies marketer UX from third-party claims if marketer UX acted at the express request of the client, although it has notified the client of concerns as to the admissibility of the measures. Marketer UX must report such concerns to the client in writing immediately after they become known. If marketer UX deems a competition law review by a particularly competent person or institution necessary for measures to be carried out, the client shall bear the costs of this after consultation with marketer UX.

8.2. Marketer UX is in no case liable for the factual statements contained in the advertising measures about the client's products and services. Marketer UX is also not liable for the patent, copyright and trademark protection or registrability of the ideas, suggestions, concepts and drafts provided as part of the order.

8.3. Marketer UX is only liable for damage caused intentionally or through gross negligence by it or its vicarious agents. Marketer UX's liability is limited to the one-time income of marketer UX arising from the respective order. Marketer UX's liability for subsequent damage arising from the legal basis of a positive breach of contract is excluded if and to the extent that marketer UX's liability does not result from a breach of essential obligations for the fulfilment of the purpose of the contract.

8.4. Insofar as services provided by third parties are affected, such as the use of a domain, marketer UX does not guarantee long-term use. Use is subject to the rules of registration organizations applicable in each country. marketer UX assumes no liability for products and services offered by third-party providers.

8.5. The client alone is responsible for the content of the advertising and communication tools created by marketer UX. This applies in particular to websites with a content management system (CMS), which are maintained by the client himself.

8.6. Marketer UX assumes no liability for third-party software (especially open source software). The respective liability and licensing conditions of the manufacturers apply.

8.7. Insofar as Marketer UX's liability is excluded or limited in accordance with clauses 9.1 to 9.6, this also applies to the personal liability of its vicarious and vicarious agents.

9. Collecting societies

9.1. The client undertakes to pay any fees that may arise to collecting companies, such as Gema. If these fees are paid by marketer UX, the client undertakes to reimburse these marketer UX against proof. This can also take place after termination of the contractual relationship.

9.2. The client is informed that when awarding contracts in the artistic, conceptual and advertising consulting sector to a non-legal entity, an artist social security contribution must be paid to the artists' social security fund. The client may not deduct this tax from the agency bill. The client is responsible and personally responsible for compliance with the notification and submission requirements.

10. Presentations — Rights to the Agency's services and presentation documents

10.1. Marketer UX is entitled to an appropriate fee for participating in presentations, which covers at least the entire personnel and material costs of marketer UX for the presentation as well as the costs of all third-party services.

10.2. If marketer UX does not receive an order after the presentation, the presentation documents remain their property of marketer UX. On request, the client must return all presentation documents immediately. The client is not entitled to continue using the presentation documents created by marketer UX, in particular to edit, pass on to third parties, publish or reproduce.

11. Third party services

11.1. The client undertakes not to directly or indirectly commission the employees, freelancers or third parties employed as part of the execution of the order by marketer UX who are required to act as vicarious or vicarious agents with projects in the course of the 12 months following the completion of the order without the involvement of marketer UX.

12. Working documents and electronic data

12.1. All work documents, electronic data and records that are produced by marketer UX as part of order processing remain with marketer UX. The client cannot be required to provide these documents and data. With payment of the agreed fee, marketer UX owes the agreed service, but not the intermediate steps leading to this result in the form of sketches, drafts, production data, etc.

13. Media planning and media implementation

13.1. Marketer UX carries out commissioned projects in the area of media planning to the best of their knowledge and belief on the basis of media documents available to them and generally available market research data. Marketer UX does not owe the client a specific advertising success through these services.

13.2. In the case of extensive media services, Marketer UX is entitled, by arrangement, to charge the client a certain proportion of the external costs and to register with the corresponding media only after receipt of payment. Marketer UX is not liable for any failure to meet a delivery date due to late receipt of payment. This does not result in a claim for damages by the client against Marketer UX.

14. colors/image samples

14.1. Marketer UX expressly points out that screen colors (RGB) differ from printing colors (CMYK) on various media (e.g. paper, fabrics, films, banners, etc.). These color deviations are common in the printing industry and can be accepted by the client. The client can have a colour-binding proof made for a separate fee. Marketer UX also expressly points out that illustrations or image samples in marketer UX catalogues or on the Internet are non-binding. Actual appearance and color may vary

15. Contract duration, notice periods, consequences of termination

15.1. A contract for a one-time service ends when completed by marketer UX. The client has the right to cancel an order placed at any time in compliance with Section 4.10. marketer UX is then entitled to bill in full for services already provided and to claim the agreed remuneration for services not provided, but reduced by the expenses saved as a result of the cancellation of the contract. Alternatively, instead of calculating the specific remuneration for outstanding services, the agency may claim a flat rate of 15% of the remuneration attributable to the remaining part of the contract. The customer then reserves the right to prove that the agency actually incurred no or lower expenses.

15.2. For contracts for recurring services (e.g. maintenance contracts, SEO contracts, Google Ads support contracts, etc.), the minimum term is 12 months, unless otherwise agreed. If none of the parties terminates the contract on the 15th of the last contract month, the contract is extended by 3 months in each case and can be terminated by the 15th of a month. If the contract is concluded for an indefinite period, it can be terminated by both parties at the end of the month with a notice period of three months.

15.3. The right to terminate without notice for good cause remains unaffected by these regulations. Termination must be made in writing.

16. disputes

16.1. If there is a dispute regarding the commissioned project during or after completion of an assignment, an out-of-court mediation procedure must be carried out before initiating court proceedings. In the event of disputes relating to quality assessment or the amount of remuneration, external reports are prepared in order to reach an out-of-court settlement as far as possible. The costs for this are shared by client and marketer UX.

17. Data protection

17.1. Marketer UX is entitled to process the customer's contact details by machine.

17.2. The client is strictly prohibited from forwarding documents, such as offers, order confirmations or invoices from marketer UX, to third parties in any form. This is particularly true when it comes to forwarding to competitors.

18. Final provisions

18.1. The client is not entitled to assign claims arising from the contract.

18.2. Offsetting or asserting a right of retention by the client is only permitted with recognized or legally established counterclaims.

18.3. The law of the Federal Republic of Germany applies. The place of fulfilment and jurisdiction is Düsseldorf. In the event that the client has no general place of jurisdiction in the Federal Republic of Germany or transfers his registered office or habitual residence abroad after conclusion of the contract, the registered office of marketer UX is agreed as the place of jurisdiction.

18.4. Should a provision of these general terms and conditions be ineffective in whole or in part or lose its legal validity at a later date, this shall not affect the validity of the remaining provisions. Instead of the ineffective provision, another appropriate provision shall apply by way of contract adjustment which comes closest in economic terms to what the contracting parties would have wanted if they had been aware of the invalidity of the provision.