General Terms and Conditions
of
Marius Jost – Digital Strategy Consultants
Unified Identification Code (EIK): 201517112
St. Tsar Asen I-vi 54 #7
9002 Varna
– hereinafter referred to as the Contractor –
Part 1 – General Provisions
1.1 General
1.1.1 The Contractor offers the Client various agency services. The specific scope of services is defined in individual agreements between the Contractor and the Client.
1.1.2 The Contractor does not enter into contracts with consumers or private individuals.
1.1.3 The Contractor may, in its own name and for its own account, subcontract necessary services to third parties, who may in turn use subcontractors. Unless otherwise agreed, the Contractor remains the sole contracting party of the Client. Subcontractors will not be used if it is apparent to the Contractor that their involvement would conflict with the legitimate interests of the Client.
1.1.4 If, in addition to these General Terms and Conditions (GTC), other contractual documents in text or written form become part of the contract, those other documents take precedence in the event of any conflict.
1.1.5 Any terms and conditions provided by the Client that deviate from these GTC shall not be recognized unless expressly agreed to in writing by the Contractor.
1.2 Client’s Duty to Cooperate
1.2.1 If the Client provides the Contractor with texts, images, or other content for fulfilling the commissioned services, the Client must ensure that such content does not infringe on the rights of third parties (e.g., copyrights, trademarks) or violate any laws. The Contractor is legally prohibited from providing legal advice and is not obliged or authorized to examine the Client’s business model or the Client’s own materials (layouts, graphics, texts, etc.) for legal compliance. In particular, the Contractor will not perform trademark searches or intellectual property checks. If the Client gives specific instructions regarding the deliverables, the Client bears sole responsibility for them.
1.2.2 The Client must provide all necessary information, data, materials (e.g., imprint data, graphics, logos, etc.), and access credentials completely and accurately. The Client must also ensure that all instructions comply with applicable law.
1.2.3 Unless otherwise agreed, the Client is responsible for supplying all materials required for the agency’s services (e.g., graphics, videos) and must do so on time. If the Client does not provide such materials and gives no further instructions, the Contractor may use stock material from standard providers or insert placeholders, as appropriate.
1.2.4 If the commissioned project requires a data processing agreement under Art. 28 GDPR, both parties commit to signing such an agreement—provided by the Contractor—before work begins.
1.2.5 The Contractor bears no responsibility for delays in project execution caused by the Client’s delayed cooperation. The “Liability/Indemnification” provisions remain unaffected.
1.2.6 If the Client fails to meet these cooperation obligations, the Contractor may charge for the resulting additional effort (e.g., stock photo costs and search time).
1.3 Use of Artificial Intelligence (AI)
1.3.1 The Contractor may use AI tools to create content (e.g., text, image, audio, or video). Unless otherwise agreed, all AI-generated content will be reviewed and, if necessary, edited by a human before delivery. The Contractor will not use AI tools if doing so would clearly conflict with the legitimate interests of the Client. If the Client wishes that AI not be used for specific projects or parts thereof, they must inform the Contractor in writing.
1.3.2 The Contractor guarantees that AI-generated content does not infringe on third-party rights. If exclusive usage rights to such content are to be transferred, the Contractor will ensure this is possible (e.g., by sufficiently modifying AI-generated works to achieve the necessary level of originality for copyright protection).
1.3.3 AI-generated content will only be labeled as such if legally required, or if such labeling will clearly soon become mandatory (e.g., under the EU AI Act). The same applies to notices that certain results were created with the help of AI.
Part 2 – Online Presence and Technology
2.1 Website and Shop Creation (Agile Method)
2.1.1 Unless otherwise agreed, new websites/shops or extensions of existing ones are developed using agile methods.
2.1.2 Contracts between the Contractor and the Client for website creation are contracts for work and services under §§ 631 ff. of the German Civil Code (BGB).
2.1.3 The specific services are defined in the individual contract. The Client first submits an inquiry describing the desired website content. This inquiry is considered an invitation for the Contractor to make an offer. Based on this, the Contractor prepares a proposal. The contract is concluded when the Client accepts the offer.
2.1.4 The Client may submit change requests at any time if they are within the agreed scope of work. Such changes become part of the contract if both parties confirm them in writing (e.g., by email).
2.1.5 Once the website is completed, the Contractor will request acceptance from the Client.
2.1.6 The Contractor’s work depends on the Client providing all necessary materials and access in due time and appropriate form. The Contractor is not liable for delays caused by the Client’s failure to cooperate.
2.1.7 The Contractor is only obliged to procure or integrate plugins, tools, or certificates (e.g., SSL/TLS) if explicitly agreed upon. The Client has no claim to source files, documentation, or similar materials unless explicitly agreed otherwise.
2.1.8 Unless otherwise agreed, websites are optimized for the latest two versions of Chrome, Safari, Firefox, and Edge. SEO services are only included if expressly agreed.
2.1.9 The Contractor is not authorized to give legal advice regarding competition, consumer, or labeling law. It is the Client’s responsibility to ensure compliance and seek legal counsel if needed.
2.1.10 After completion, the Contractor may offer maintenance services, but is not obliged to do so. If no such agreement is made, the Client is solely responsible for ongoing maintenance and updates. The Contractor is not liable for security issues arising from outdated third-party software.
Part 3 – Content Creation and Design
3.1 Design of Print Products
3.1.1 Print design contracts involve the creation of materials such as banners, flyers, posters, signs, vehicle decals, textiles, or logos, according to the Client’s design requirements. These are contracts for work under §§ 631 ff. BGB.
3.1.2 The services owed are set out in the individual contract. The Client first submits a request describing the desired services; this constitutes an invitation to submit an offer. The Contractor reviews and prepares a proposal based on the Client’s request. The contract is formed upon the Client’s acceptance.
3.1.3 After the contract is signed, requirements may be further refined in a briefing. The Client may make changes within the agreed scope. Any additions must be agreed upon and compensated separately.
3.1.4 Unless otherwise agreed, the Client is entitled to two rounds of revisions. Complaints about artistic design are excluded after these revisions. Additional changes will incur extra costs.
3.1.5 The Client must provide all necessary data and materials before work begins. The Contractor is not liable for delays caused by missing input. Additional time due to missing materials may be billed.
3.1.6 Unless otherwise agreed, the Contractor owes only delivery of a standard print file (e.g., PDF, JPG, PNG). The Client has no right to editable or open design files (e.g., from design software).
3.2 Handling of Print Orders
3.2.1 The Contractor can manage print production for the Client (e.g., flyers, brochures, posters). Depending on the agreement, this may be a direct transaction or an intermediary transaction.
3.2.2 In a direct transaction, the Contractor prints or commissions the printing at its own cost and risk. The Client’s contract is solely with the Contractor.
3.2.3 In an intermediary transaction, the Contractor acts as an intermediary between the Client and the printing service provider. The contract is formed directly between the Client and the print provider. The Contractor is not a party to that contract and cannot be held liable for print quality or defects. The Client must check the final products for defects.
3.2.4 The Client must carefully review all print files for content and technical accuracy before submitting them to the print service provider. Unless otherwise agreed, the Contractor does not review print files for content or technical correctness. Printing of the commissioned materials will only begin after the Client has granted final print approval.
3.2.5 If a specific file format is required (e.g., PDF, InDesign), the Client shall provide the print files in that format.
3.3 Text Creation / Copywriting
3.3.1 The Contractor produces texts for the Client, such as press releases, website content, or advertising copy. The specific content of these texts is determined by individual agreement.
3.3.2 Once the agreed texts have been completed, the Contractor will submit them to the Client for review and approval. Unless otherwise agreed, the Client is entitled to two revision rounds. Complaints concerning stylistic aspects or the integration of new information are generally excluded after the second revision. If the Client requests further changes beyond that, the additional costs shall be borne by the Client.
3.3.3 If publication is part of the agreement, texts will be published only after Client approval; this approval constitutes acceptance of the work. For press releases, a publication date will be agreed upon after approval. If the Client publishes the texts themselves, prior approval is still required. If the Client publishes any text before formal approval, such publication is deemed to constitute acceptance.
3.3.4 The Contractor is liable for errors discovered after approval only under the provisions set out in “Liability/Indemnification.”
3.4 Graphic and Logo Design
3.4.1 The Contractor designs graphics and/or logos (“Designs”) in accordance with the Client’s requirements.
3.4.2 The Client first submits an inquiry with a detailed description of the desired designs. This constitutes an invitation for the Contractor to submit an offer. The Contractor reviews the Client’s description for completeness, suitability (excluding legal suitability, particularly regarding third-party rights), clarity, feasibility, and consistency, and then issues a proposal. The contract is concluded once the Client accepts the offer.
3.4.3 The Client must provide all project-relevant information (e.g., color specifications) before work begins. If the Client fails to do so, the Contractor may charge for any resulting additional effort.
3.4.4 Unless otherwise agreed, the Client is entitled to two revision rounds per design. After these revisions, further changes—particularly regarding artistic aspects—are excluded. Additional modifications will be subject to a separate agreement and additional fees.
3.4.5 Once the design is completed, the Contractor will request acceptance from the Client. The designs will be delivered in a standard file format.
3.4.6 The Contractor grants the Client the usage rights necessary for the intended purpose. Unless otherwise agreed, logo designs come with exclusive, unlimited (time, location, and content) usage rights; however, individual graphic elements may be reused for other works as long as they do not create confusion with the original logo. All other designs are provided with simple (non-exclusive) usage rights unless otherwise agreed. Transfer of rights to third parties requires a separate written agreement. Drafts presented during revision stages may not be used, reproduced, or shared with third parties without the Contractor’s explicit consent.
3.4.7 Usage rights transfer to the Client only after full payment of all fees.
Part 4 – Marketing
4.1 SEO Marketing
The Contractor offers SEO-related services. Within this scope, the Contractor is obliged only to perform actions that, in its professional judgment, may improve search engine ranking or have been expressly requested by the Client. This constitutes a service contract under §§ 611 ff. of the German Civil Code (BGB). A specific result (e.g., a particular ranking position) is owed only if explicitly guaranteed.
4.2 SEA Campaigns
The Contractor provides services for search engine advertising (SEA) campaigns. The Contractor’s obligations are limited to proposing effective keywords and, after the Client’s approval, implementing the campaign (placing ads). This is a service within the meaning of §§ 611 ff. BGB. Specific outcomes (e.g., sales figures) are not guaranteed unless explicitly agreed.
The Contractor is not obliged to verify the legality of keywords. The Client is responsible for ensuring that selected keywords do not infringe third-party trademark rights and must approve them before the campaign begins. Unless otherwise agreed, the agreed fee does not include the cost of paid advertisements; these costs are borne by the Client.
4.3 Advertisement Placement
4.3.1 The Contractor supports the Client in placing advertisements in social media, search engines, and other media channels (“Advertisements”).
4.3.2 The Contractor advises the Client on how to design advertisements for maximum visibility. However, specific results (e.g., sales or lead generation) are not guaranteed.
4.3.3 The Contractor assists with ad copy and image selection, but the final choice of all ad materials (text, images, videos, legal notices, etc.) rests solely with the Client. The Contractor does not review such content or the resulting advertisements for legal or factual correctness and is not authorized to provide legal advice. If the Contractor becomes aware that content or ads violate applicable law, it may refuse to upload or create such ads.
4.3.4 All ad content must be approved by the Client. After approval, the Contractor will upload the content to the agreed advertising platforms. The Contractor is responsible only for the technical upload process. The section “Liability/Indemnification” remains unaffected.
4.3.5 Unless otherwise agreed, the Contractor’s fee does not include costs for paid ad placements; these costs are borne by the Client.
Part 5 – Miscellaneous Provisions
5.1 Prices and Fees
The Contractor’s compensation is determined by individual agreement and generally based on the proposal provided.
5.2 Acceptance
Where a contract for work is agreed, the Contractor will request acceptance upon completion. The acceptance period under § 640(2) sentence 1 BGB is set to two weeks from the date of the acceptance request, unless special circumstances require a different period, which the Contractor will communicate to the Client. If the Client does not respond or fails to refuse acceptance due to a defect within that period, the work shall be deemed accepted.
5.3 Warranty
Minor defects do not entitle the Client to warranty claims. The Contractor may choose the method of rectification. The limitation period for defects and related claims is one (1) year, except for claims based on intent, gross negligence, or injury to life, body, or health. The limitation period does not restart in cases of subsequent performance. Statutory warranty rights otherwise remain unaffected.
5.4 Rights of Use, Self-Promotion, and Reference Rights
5.4.1 After full payment, the Contractor grants the Client a simple, non-transferable right of use for the respective deliverables. Additional rights may be agreed individually.
5.4.2 Unless otherwise agreed, the Client expressly allows the Contractor to use the project for self-promotion (e.g., in a portfolio or as a reference). The Contractor may publicly identify itself as the creator of the work in an appropriate manner without compensation to the Client.
5.4.3 The Contractor may also place its own name (with a link) in the footer and imprint of websites it has created, without any payment obligation to the Client.
5.5 Confidentiality
The Contractor will treat all business-related information—especially but not limited to print materials, layouts, storyboards, financial data, drawings, audio or video content, images, storage media, passwords, and any other documents containing copyrighted material of the Client or affiliated companies—with strict confidentiality. The Contractor will impose this duty of confidentiality on all employees and third parties (e.g., suppliers, designers, programmers, production partners) who may gain access to such information. This obligation remains in force indefinitely beyond the duration of the contract.
5.6 Liability / Indemnification
5.6.1 The Contractor is fully liable for intent or gross negligence; for injury to life, body, or health caused by intent or negligence; for breaches of guarantees; and in cases of mandatory liability (e.g., under product liability law). For negligent breaches of essential contractual obligations, liability is limited to foreseeable, contract-typical damages, unless unlimited liability applies under the preceding sentence. Essential obligations are those necessary to achieve the contractual purpose and on which the Client regularly relies. Beyond these cases, liability is excluded. These limitations also apply to the Contractor’s legal representatives and vicarious agents.
5.6.2 The Client indemnifies the Contractor against all third-party claims arising from violations of these Terms or of applicable law by the Client.
5.7 Final Provisions
5.7.1 Contracts between the Contractor and the Client are governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
5.7.2 If the Client is a merchant, a legal entity under public law, or a special fund under public law, or if the Client has no general jurisdiction in Germany, the place of jurisdiction for all disputes arising from the contract is the registered office of the Contractor. Exclusive jurisdictions remain unaffected.
5.7.3 The Contractor may amend these General Terms and Conditions for valid reasons (e.g., changes in legislation, case law, market conditions, or business strategy) by giving reasonable notice. Existing Clients will be notified by email at least two weeks before the change takes effect. If the Client does not object within the period specified in the notice, the amendments are deemed accepted. If the Client objects, the changes will not take effect, and the Contractor may terminate the contract as of the intended effective date. The change notice will include details of the deadline and the consequences of non-objection.