General Terms and Conditions
of Stodtko & Thiam Communications GbR

1. Scope and subject matter of the contract
1.1 Stodtko & Thiam Communications GbR, represented by Sophie Louise Stodtko and Soukaya Maria Thiam, develops and provides consultancy, creative and implementation services in the fields of marketing & communications on behalf of its clients. The exact scope of services is determined individually in each (project) contract. The following General Terms and Conditions ("GTC") apply to all services and deliveries provided by Stodtko & Thiam Communications GbR (hereinafter referred to as the "Agency") on behalf of third parties (hereinafter referred to as the "Client"). These GTC are an integral part of the order or contract concluded with the Client. Any deviating terms and conditions of the Client as well as amendments and supplements to these GTC shall only be valid if and insofar as they have been recognised in writing by the Agency. This shall also apply if the Agency has not expressly objected to the Client's terms and conditions of business and/or delivery.

1.2 The specific subject matter and scope of performance of an order shall be determined in accordance with the individual contractual agreements and these General Terms and Conditions, which shall be included in the respective contractual relationship. 

2. General cooperation
2.1 The Agency provides its services within the framework of a specific order from the Client, on the basis of briefings that are handed over and explained to the Agency by the Client. The order and, if applicable, the briefing form the binding basis for the Agency's work. If the briefing is given verbally, a contact report should be prepared, which then becomes a binding working document. The Agency and the Client agree to work together based on trust and transparency  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. 

3. Conclusion of contract
3.1 A contract is concluded upon the client’s written confirmation of an offer or by signing a separate agreement.

4. Services and Client’s Obligations 
4.1 The Client will provide the Agency with all market, production and sales figures, product information and other information necessary for the Agency's performance in a timely manner. The Agency may rely on the accuracy of this information. Delays due to the Client's failure to cooperate are not the responsibility of the Agency.

5. Performance, delivery time, place of fulfilment
5.1 In the event that the delivery or submission deadlines and delivery or acceptance periods are exceeded, the Client shall be notified by the Agency, stating the reasons and the probable duration. 

5.2 The running of deadlines shall be suspended if change requests made by the Client after the order has been placed cause a need to significantly amend the schedule for the respective order. The Agency shall inform the Client of this and agree a new deadline with the Client.

5.3 If a service meets the requirements communicated to the Agency by the Client, but the Client subsequently requests changes to it, these shall not be included in the scope of the order. Such changes shall be invoiced separately on the basis of a further quotation.

5.4 The place of fulfilment is the head office of the agency, hereinafter Berlin, unless otherwise specified in the order. The delivery shall be carried out by the Agency at the expense and risk of the Client.

6. Acceptance, notification of defects, delivery
6.1 Insofar as the respective order is subject to the law on contracts for the production of a work within the meaning of §§ 631 ff. BGB (German Civil Code, “Werkvertragsrecht”), the work product provided by the Agency must be accepted by the Client. Acceptance may not be refused for reasons of taste (dislike), provided that the work products meet the requirements communicated by the Client to the Agency in the briefing. 

6.2 A refusal of acceptance must be justified with a list of defects. The list of defects must be drawn up in writing or in text form. The Agency shall carry out all corrections on the basis of this list of defects in order to achieve complete acceptance. 

7. Price, invoicing, payment
7.1 Compensation is determined according to the prices agreed upon in the contract and/or order. 

7.2 The remuneration agreed by the parties is binding and includes the Agency's services. Reduced expenditure shall be in the Agency's favour and shall not lead to a reduction in the agreed remuneration.

7.3 Travel expenses incurred by the Agency in the course of the fulfilment of the order shall be borne by the Client insofar as such travel was part of the agreement or necessary for the provision of the service. 

7.4 Taxes, levies to collecting societies (VG Wort, GEMA, etc.), royalties, customs costs and artists' social security contributions to be paid must be registered and paid independently by the client at the relevant authorities, unless otherwise agreed in the order.

7.5 Unless otherwise agreed in writing, all invoices of the Agency shall be payable within 14 days after invoicing.

7.6 In case of late payment, the Agency reserves the right to charge reminder fees and default interest.

8. Rights of use (rights of the Agency, rights of third parties, buyouts, self-advertising rights)
8.1 If copyrights or other legal positions exist in the results of of the services provided within the scope of the order, the scope of the rights of use to be transferred or granted by the Agency to the Client to the work results of the Agency - irrespective of their legal protectability - shall be based on the respective agreement in the individual case and otherwise on the provisions of Section 31 (5) (“Zweckübertragungslehre”) UrhG (German Act on Copyright and Related Rights).

8.2 For work results rejected by the Client or not approved for execution (in particular ideas, concepts and drafts), the rights of use and authorisations remain with the Agency, who may then freely use and dispose of them.

8.3 Rights of use shall only be transferred in full to the Client after the Client has paid the Agency the remuneration due for the respective service.

8.4 Unless otherwise agreed or regulated in these GTC, the transfer or sub-licensing of the rights of use transferred to the Client by the Client to third parties requires the prior written consent of the Agency in order to be effective. Excluded from this is the assignment or licensing to subsidiaries or affiliated companies within the meaning of §§ 15 ff. AktG (German Stock Corporation Act) within a group of companies and sales partners.

8.5 Copyright and neighbouring rights to third-party services (e.g. models, photographers, directors, etc.) shall be acquired in accordance with the Client's specifications. Insofar as this is agreed, this can also be done in the name and for the account of the Client. The Agency shall inform the Client if stock materials (e.g. from picture agencies etc.) are to be incorporated into the work results. In this case, the parties shall mutually agree on the use and licensing of the stock materials. (Usage) rights to these stock materials shall be used and/or (further) licensed to the Client to the extent and in accordance with the licence conditions specified by the respective provider at the time of licensing.

8.6 If the Client intends to use the work results provided by the Agency outside the agreed contractual territory, after expiry of the rights of use or for purposes other than those agreed, the Client shall agree a separate buyout fee with the Agency. If no such agreement is reached, a buyout fee of 10% of the placement costs or the utilisation value of the advertising material shall be deemed to have been agreed. The Client shall provide the Agency with evidence of the scope of utilisation in this respect upon request.

8.7 The Agency reserves the right to use the work results or extracts thereof for self-promotional purposes (including to other potential client companies) such as in portfolios, on websites, and in presentations, unless explicitly prohibited by contract.

8.8 Each party retains all right, title and interest (including all ownership rights) in its Retained Intellectual Property. The "Retained Intellectual Property" shall consist of each party's concepts, data, designs, developments, documentation, drawings, hardware, improvements, information, inventions, processes, software, techniques, technologies, tools and other intellectual property, as well as licences or other third party rights to use any of the foregoing that exist prior to the effective date of this Agreement or that do not constitute elements of the work results.

9. Confidentiality and data protection
9.1 Both parties undertake to treat all information obtained during the collaboration as confidential.

9.2 The processing of personal data complies with applicable data protection regulations.

9.3 If the Agency and/or the Client deems it necessary, the parties shall conclude an additional confidentiality agreement.

9.4 The Client confirms that personal data transmitted by it or at its instigation by third parties to the Agency has been collected and processed in accordance with the relevant data protection provisions, that the necessary consents of data subjects have been obtained and that the use of the data by the Agency within the scope of the order placed does not violate any of these provisions or exceed the scope of the consents granted.

10. Liability
10.1 The Agency is liable – regardless of the legal basis – only if: (a) Damage has been caused by a culpable breach of a material contractual obligation (cardinal obligation) in a manner that endangers the achievement of the contractual purpose, or (b) The damage results from gross negligence or intent.

10.2 If liability arises under 8.1 due to a breach of a material contractual obligation without gross negligence or intent, liability is limited to the extent of the damage that was foreseeable at the time of contract conclusion based on the circumstances known to the Agency at that time.

10.3 The limitation of liability under 8.2 also applies to damages caused by gross negligence or intent by employees or agents of the Agency.

10.4 In cases of 8.2 and 8.3, the Agency shall not be liable for indirect damages, consequential damages due to defects, lost profits, or production downtime.

10.5 The foreseeably typical damage shall in no case exceed the contract value of the respective business transaction with the client, so that liability is limited to this amount in justified claims.

10.6 Liability for loss of data and programs, as well as their restoration, is also limited to the scope outlined in 8.1 to 8.4 and applies only if the loss could not have been avoided through appropriate precautions by the client, particularly by making daily backups of all data and programs.

10.7 The limitations of liability set forth in 8.1 to 8.6 shall also apply mutatis mutandis in favor of the Agency’s employees and agents.

11. Third party commissions
11.1 The Agency shall be entitled to commission services in whole or in part from third parties or to acquire work results from these third parties within the scope of the fulfilment of the order.

11.2 By agreement, the Agency shall place orders with third parties as part of the provision of services on behalf of and in the name and for the account of the Client. In this case, the Agency shall not be liable for the payment of the ordered goods and/or services or for the fulfilment of other contractual obligations of the Client or the third party. Payment of the third party shall be made directly by the Client and not by the Agency. The Agency is not liable for the creditworthiness of the Client or the third party, which it does not check.

11.3 If the order is placed in the name of the Agency, the Agency shall be entitled to demand an appropriate payment on account or advance payment at any time.

12. Final handling at end of contract
12. 1 If the cooperation is terminated by unilateral cancellation by the Client, the following shall apply with regard to any claims:

12.1.1 Fees and charges arising from the commissioning of third parties shall be borne by the Client. The Agency shall take all measures to minimise the corresponding amounts.

12.1.2 If, due to the cancellation in individual cases, current orders are not completed to the law on contracts for the production of works is applicable, the Agency shall be entitled to 50% of the amounts to which it is entitled at the time of the effectiveness of the cancellation in accordance with the statutory provisions, in particular in accordance with Section 648 BGB, without the need for special specification by the Agency. The Agency shall be entitled to provide evidence that a higher percentage residual remuneration is due in individual cases.

13. Final provisions
13. 1 Should one of the provisions of these GTC or the order be or become invalid, the validity of the remaining provisions remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The same shall apply in the event of a loophole.

13.2 The place of jurisdiction and place of fulfilment is the Agency's registered office, unless a different place is prescribed by law. A court of first instance with no jurisdiction shall have jurisdiction by express or tacit agreement of the parties if the contracting parties are merchants, legal entities under public law or special funds under public law. German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Stodtko & Thiam Communications GbR
Zeuschelstraße 116
13127 Berlin

Status: 01/04/2025