General Terms and Conditions of Business

of TLGG Agency GmbH

1         Scope

1.1      These General Terms and Conditions (GTCs) apply to all work and service contracts between a customer (Customer) and TLGG Agency GmbH (Contractor) as well as for all other contracts in which these GTCs are referred to. The Customer and Contractor are hereinafter collectively referred to as "Parties" and individually as "Party".

1.2      Any deviating GTCs of the Customer are only valid if the Contractor has accepted them in writing.

1.3      If individual agreements that deviate from these GTCs are agreed in offers, cost estimates, framework agreements or individual project contracts or other contracts between the Parties, these take precedent; otherwise the GTCs are applicable.


2         Cooperation, qualification, subcontractors, freelancers

2.1      The Contractor and Customer shall work together constructively. They shall each appoint contact persons who are authorised to render the agreed services, make binding decisions, file claims, provide information or agree (in writing) to changes to the services.

2.2      The Contractor shall ensure that the staff employed to render the agreed services have the necessary qualifications for this. The Contractor may also employee subcontractors or independent contractors for the rendering of services at the Contractor's own discretion. The Customer may only refuse such third party involvement if an important reason for such refusal is found in the character of the third party.


3         Customer's Obligation to Cooperate, Change Request

3.1      The Customer shall comply with the necessary obligation to cooperate for the provision of the agreed services. The obligation to cooperate includes, but is not limited to:

·        Timely and complete information concerning the order and scope;

·        Provision of necessary documentation;

·        The provision of incorrect or incomplete information or documents is at the expense of the Customer. In particular, additional work necessitated due to the lack of cooperation on the part of the Customer must be remunerated separately.

·        If changes are requested by the Customer within the framework of an agreed project ("change requests") that lead to additional costs, the Contractor shall notify the Customer thereof. These change requests shall only be implemented if the Parties have agreed on extra compensation for such changes.


4         Compensation (daily rate), Invoice, Payment, Terms of Payment, Taxes and Charges

4.1      The Contractor and Customer agree on either (i) fixed compensation or (ii) compensation based on the time required. If services are invoicing according to the time required, a daily rate includes eight (8) service hours. Overtime on any one day will not be compensated, but can be carried over to the following days. If less than eight (8) service hours are performed on any one day, the difference is to be made up on the following days. If this is not possible, compensation for the day in question shall be reduced on a pro rata temporis basis

4.2      Unless otherwise agreed, the Contractor shall invoice its services shortly after the provision of services. If partial performance is agreed, this may be invoiced by the Contractor after each provision of service. The Parties may also agree on monthly instalments or grading based on the phases of commissioning, acceptance (rough concept, detailed concept) and "Go live".

4.3      If services are, for whatever reason (e.g. early, effective termination by the Customer), not completely rendered, these will be invoiced in accordance with the current level of performance.

4.4      Unless other payment arrangements have been agreed, payment must be made within 14 days net from the date of invoice.

4.5      All prices are net prices and do not include the statutory value added tax. Duties, fees and other charges, as well as the artists' social insurance, are paid by the Customer, even if they are subsequently levied.


5         Expenses

5.1      Unless otherwise agreed, the following provisions concerning the reimbursement of expenses apply:

5.2      Travel expenses: Third-party costs (e.g. taxi, hotel, car rental, air, and rail) are invoiced gross to the Customer together with documentary evidence (e.g. original invoice, receipt). Travel expenses in a passenger car will be invoiced at 0.30 EUR per kilometre.

5.3      Meal allowances: The Customer pays the tax-recognised meal allowance.

5.4      Other costs: Other costs such as courier costs, transport costs, colour copies and colour printouts that are ordered by the Customer will be invoiced to the Customer on the basis of the documentary evidence.

5.5      With regard to travel expenses, (i) train journeys are taken in the 2nd class + IC/ICE surcharges and (ii) flights within the EU and Switzerland are taken in Economy class.

5.6      All expenses can be charged at any time after they arise and are due immediately after invoicing due net.


6         Acceptance

6.1      If the Contractor owes a specific work result, i.e. a customisable work, the Customer shall be required to accept it. Acceptance is considered to have taken place if it is not declared or rejected within seven days after delivery, provided that the work result corresponds materially to the agreements. If there are material deviations, the Contractor shall remove these discrepancies within a reasonable time and submit the work result once again for acceptance. Acceptance shall occur, at the latest, with the payment or use of the work.

6.2      The Customer shall examine the service for defects within the context of acceptance and immediately inform the Contractor in writing after discovery of such defects. In the process, the Contractor must be afforded the possibility to confirm the defect. If no notice of defect is issue or is issued late, the defect shall be deemed accepted by the Customer, and no warranty claims can be asserted, unless this defect was not obvious.

6.3      Defects that have been claimed within the warranty period immediately after discovery are to be remedied by the Contractor at the Contractor's own expense. The Customer shall set a reasonable period of grace for the Contractor to complete this. Circumstances that prevent or delay the remedial action due to force majeure are borne by the Customer.

6.4      If the service involves the creation of software services, separate warranty rights shall be agreed. Moreover, no obligation to provide a warranty exists for the Contractor if the Customer changes the contractual service itself or has it changed by a third party, or for errors that are not attributable to the Contractor.


7         Liability, Warranty Rights

7.1      The Contractor only accepts unlimited liability for intent and gross negligence. For simple negligence, the Contractor is only liable if a duty is violated, the fulfilment of which is of particular importance for the performance and achievement of the contract (material obligation). Liability for all warranty claims is limited to 12 months after acceptance.

7.2      The Contractor is only liable for cases of initial inability to perform, if the impediment of performance was known to the Contractor or the lack of knowledge is based on gross negligence.

7.3      The above limitations or exclusions do not apply to claims under the German Product Liability Act and for injuries to life, limb or healt

7.4      If the liability of the Contractor is excluded or limited, then this also applies for the personal liability of its employees, workers, staff, representatives and vicarious agents.

7.5      The Contractor is not liable for the performance of third parties over whose performance the Contractor has no control.


8         Rights of Use

8.1      Only those rights of use will be granted to the Customer that the Customer needs in order to be able to properly use the service/contractual services. The Contractor always grants the Customer a non-exclusive right of use for its services.

8.2      The Customer is not permitted to transfer the contractual services to third parties, in particular to competitors of the Contractor, or allow them access to the contractual services, or permit them to edit or alter same. The rights of use granted to the Customer may not be transferred or granted to third parties. This does not apply for related companies pursuant to §15 of the German Stock Corporation Act (AktG).

8.3      The Contractor shall not grant the Customer any rights of use to presentations, concepts, or other copyrightable works that have been made available to the Customer before a contract is or was concluded, or that was rejected by the Customer or withdrawn by the Contractor or identified as being protected by copyright.

8.4      The granting of rights of use occurs after payment of the agreed compensation.


9         Third-Party Intellectual Property Rights

9.1      The Contractor points out that the legality of the agreed service is only owed if this is expressly agreed. Any cost shall generally be borne by the Customer.

9.2      The Customer is responsible for ensuring that the contractual services that are provided to the Contractor are free of intellectual property rights or other third-party rights that could limit or exclude the fulfilment of the contract. Furthermore, the Contractor shall be indemnified for all claims that arise from possible violations of third-party intellectual property rights due to the contractual services provided.

9.3      Both Parties shall notify each other if claims are asserted against them for violations of intellectual property rights.


10      Confidentiality

10.1      The Parties shall maintain confidentiality with regard to all information made available to them under this contract and designated as confidential or considered as business or trade secrets due to other circumstances for an unlimited period of time and, unless necessary for the fulfilment of this contract, shall not record or transfer to third parties or exploit such information.

10.2      The Parties shall, at the request of the other Party, conclude a separate Non-Disclosure Agreement.


11      Reference

11.1      The naming of a Party as a reference as well as the use of its name (company) and/or its trademark (logo) must be agreed in advance.

11.2      Press releases concerning the joint cooperation or a project for self-representation must be agreed in advance.


12      Data Privacy

12.1      The Parties acknowledge that, in so far as they collect, process, and use personal data from the sphere of the other in the course of contract negotiations, contract initiation and contract execution, this shall occur in accordance with the applicable legal provisions on data protection and in particular within the framework of the contractual purpose.

12.2      Insofar as personal data is processed by proxy, both Parties shall conclude a contract concerning the processing of personal data pursuant to § 11 of the German Federal Data Protection Act.


13      Prohibition of Set-off, Non-Assignment Clause, Right of Retention

13.1      The Customer is not permitted to assign claims against the Contractor to third parties without the Contractor's written permission.

13.2      The Customer may only offset payment claims of the Contractor with undisputed or legally established claims.

13.3      The Customer may only assert a right of retention if it is based on undisputed or legally established claims.


14      Jurisdiction, Applicable Law, Miscellaneous

14.1      Jurisdiction for all disputes that arise directly or indirectly from the contractual relationship as well as the place of performance is Berlin.

14.2      These GTCs and the respective contractual relationship between the Parties shall be governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.3      The invalidity of individual provisions shall not affect the validity of the remaining provisions hereof. If individual clauses should be invalid, the Parties shall, to the best of their ability, attempt to replace the invalid clause with a valid clause that comes closest to the purpose and sense of the invalid clause.


TLGG Agency GmbH Berlin July 2022