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General Terms and Conditions (GTC)
of Klarwerk Agentur UG (limited liability),
Stadelheimer Straße 19, 81549 Munich
(As of: November 2025)
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§ 1 Scope of Application, Definitions
1. These General Terms and Conditions (GTC) apply to all contracts between the
Klarwerk Agentur UG (limited liability),
Stadelheimer Straße 19, 81549 Munich, Germany
(hereinafter referred to as "Agency") and its customers (hereinafter referred to as "Customer").
2. The Agency provides services exclusively for entrepreneurs as defined by § 14 BGB, i.e., natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, act in the exercise of their commercial or independent professional activity. Contracts with consumers (§ 13 BGB) are not concluded.
3. Conflicting general terms and conditions of the Customer or those deviating from these GTC shall only become part of the contract if the Agency expressly agrees to their validity in text form. The Agency's silence regarding the Customer's submitted GTC shall not be deemed consent.
4. These GTC also apply to all future business relationships between the Agency and the Customer, without the need for further notice.
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§ 2 Subject Matter of the Contract and Services of the Agency
1. The Agency offers the following services, among others (not exhaustive):
• Strategy, Brand, and Business Consulting
• Advertising & Marketing (e.g., campaign concepts, Meta Ads, Google Ads, social media campaigns, performance marketing)
• Web Design & Web Development (conception, design, implementation, technical support)
• Search Engine Optimization (SEO) and support for Search Engine Advertising (SEA)
• Media Production (photo, video, content production, graphic design)
• Accounting & Office Management within the permissible scope (e.g., pre-coding of receipts according to specifications, digital filing, open item lists, dunning, SEPA payment files, office organization)
• other consulting, creative, and agency services that are individually agreed upon.
2. The nature, scope, duration, and remuneration of the specific service are set out in the respective individual contract, offer, project description, service catalog, or order confirmation (hereinafter collectively referred to as "Individual Order").
3. The Agency is entitled to use suitable subcontractors as vicarious agents for the fulfillment of the order. The responsibility towards the Customer remains with the Agency.
4. Legal or tax advice within the meaning of the Tax Consultancy Act (StBerG), the Legal Services Act (RDG), or other professional regulations is not part of the services. In particular, no tax returns, annual financial statements, or payroll and sales tax declarations are prepared or submitted in the Agency's own name. The final tax assessment and submission are carried out exclusively by the Customer's tax advisor or a separately appointed tax advisor.
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§ 3 Customer's Obligations to Cooperate
1. The Customer shall provide the Agency with all information, data, content, templates, access credentials, and approvals required for the provision of services completely, correctly, and in a timely manner. This applies in particular to:
• Texts, images, logos, brands, layout specifications
• Access data for systems (e.g., CMS, advertising accounts, accounting software, tools)
• Legal notices and mandatory information (e.g., industry-specific labeling requirements).
2. The Customer shall designate a binding contact person who is authorized to make internal decisions and grant approvals.
3. The Customer warrants that all content and specifications provided by them are free from third-party rights and that their use by the Agency to the agreed extent is legally permissible (in particular, copyrights, trademark rights, license rights, personal rights, data protection, and competition law).
4. The Customer shall indemnify the Agency against all third-party claims asserted against the Agency due to the use of content or instructions provided by the Customer (including reasonable legal prosecution costs), provided that the Customer is at fault.
5. If the Customer fails to fulfill their cooperation duties or does so belatedly, deadlines and dates shall be extended appropriately. Additional expenses incurred by the Agency due to missing or delayed cooperation may be charged additionally according to the agreed hourly rates or a separate offer.
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§ 4 Offers, Conclusion of Contract, and Service Changes
1. Offers from the Agency are – unless expressly designated as binding – non-binding and merely constitute an invitation for the Customer to submit an offer.
2. A contract is concluded by
• written or electronic order confirmation from the Agency, or
• the Agency commencing service provision, provided the Customer has accepted an offer from the Agency in text form.
3. Customer's requests for changes and additions after contract conclusion are considered change requests. The Agency is not obliged to accept these changes.
4. If changes are accepted, the Agency is entitled to separately offer and charge for the resulting additional effort and any schedule shifts.
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§ 5 Remuneration and Prices
1. The Agency's remuneration is determined by the respective Individual Order. This may include, in particular:
• Hourly fees (Time & Material),
• Project or fixed prices,
• Ongoing support fees (retainer models),
• Performance-based components, if expressly agreed upon.
2. All prices are exclusive of statutory value-added tax.
3. Additional services not included in the original scope of services (e.g., additional revision rounds, subsequent adjustments, extra services due to customer requests) will be charged according to the currently valid hourly rates or a separate offer.
4. Third-party costs and incidental expenses (e.g., third-party licenses, fonts, stock material, printing costs, hosting, ad budgets, travel expenses) shall be borne by the Customer and will either be paid directly by the Customer to the third-party provider or advanced by the Agency and recharged to the Customer.
5. Cost estimates and budget estimations serve as a financial guide and are not fixed prices, unless expressly agreed otherwise. Exceedances of up to 10–15% are considered accepted by the Customer, provided the Agency informs the Customer as soon as such an exceedance is foreseeable.
6. For extensive projects, the Agency is entitled to demand advance payments corresponding to the project progress (e.g., 30% upon order placement, 40% after concept approval, 30% upon completion).
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§ 6 Payment Terms and Default
1. Invoices are – unless otherwise stipulated in the Individual Order – due for payment without deduction within 14 days of the invoice date.
2. If the Customer defaults on payment, the Agency is entitled to demand default interest at the statutory rate according to § 288 BGB. The right to claim further damages due to default remains reserved.
3. In the event of the Customer's payment default, the Agency is also entitled to suspend further services until full payment is received, provisionally revoke already granted rights of use, and demand advance payments for outstanding services.
4. The Customer is only entitled to rights of set-off and retention if their counterclaims have been legally established, are undisputed, or have been acknowledged by the Agency.
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§ 7 Dates, Delivery Periods, Force Majeure
1. Dates and deadlines are only binding if they have been expressly agreed upon as such and the Customer duly fulfills their cooperation duties.
2. If delays occur due to circumstances beyond the Agency's control (e.g., failure of third-party providers, disruptions at hosting providers, force majeure, illness, power or internet outages, official measures), deadlines shall be extended appropriately. Claims for damages by the Customer are excluded in these cases, to the extent legally permissible.
3. Fixed-date transactions in the legal sense are only established if expressly agreed upon in text form.
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§ 8 Acceptance for Work Services
1. Insofar as the Agency provides work services (e.g., websites, individual software components, video productions, layouts with promised function/performance), the Customer is obliged to accept them.
2. The Agency may hand over parts or the entire work to the Customer, including in digital form, for inspection. The Customer must inspect the service within a reasonable period (regularly 10 working days) and declare acceptance or notify of existing defects in text form.
3. If no declaration of acceptance is made within this period and the Customer does not complain about significant defects, the work shall be deemed accepted (fictitious acceptance), provided the Customer is already using the work (e.g., activated website, published campaign).
4. Insignificant defects do not entitle the Customer to refuse acceptance.
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§ 9 Rights of Use, Copyrights, Open Data
1. All copyright protection rights to works created by the Agency (e.g., drafts, layouts, designs, code, concepts, texts, photos, videos, graphics) generally belong to the Agency.
2. The Customer receives – subject to full payment of all remuneration claims – a simple right of use for the services subject to the contract to the extent specifically agreed upon in the Individual Order (e.g., temporal, spatial, content-related, media-related). Without express agreement, a simple, non-transferable right of use for the agreed purpose is granted.
3. Any use beyond the agreed purpose (e.g., additional media channels, new products, sublicensing to third parties) requires a separate written agreement and shall be remunerated additionally.
4. Changes, adaptations, and further developments of the Agency's works, as well as their transfer to third parties, require the Agency's consent, insofar as copyright law provides for this.
5. The Agency is entitled to be named as the author/agency on its services in an appropriate manner (e.g., "Design by Klarwerk Agentur" in the footer of a website), provided this is reasonable and nothing else has been agreed upon.
6. The release of open data or editable working files (e.g., InDesign files, project files from editing software, open layout files) is only owed if expressly agreed upon and separately remunerated. Otherwise, the Agency only owes the final product in the agreed publication format (e.g., PDF, exported image/video file).
7. Rights to purchased content (e.g., stock photos, stock videos, fonts, plugins, templates) are governed by the license terms of the respective third-party provider. The Customer undertakes to comply with these license terms.
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§ 10 Special Provisions for Accounting & Office Management
1. In the area of Accounting & Office Management, the Agency exclusively performs supporting and preparatory activities, e.g.:
• digital recording and pre-coding of receipts according to the Customer's or their tax advisor's specifications,
• maintenance of open item lists, dunning, creation of SEPA payment files,
• organizational office and administrative tasks, digital filing structures, deadline and document management.
2. The Agency does not provide tax advisory services and does not undertake any independent legal or tax assessment. In particular:
• no preparation/submission of tax returns, VAT pre-declarations, payroll tax registrations, or annual financial statements,
• no tax planning advice.
3. The responsibility for the factual correctness of the accounting data, the tax classification, and the submission to the tax authorities lies exclusively with the Customer or their tax advisor.
4. The Customer shall ensure that their tax advisor is informed about all preparatory activities carried out by the Agency and reviews and submits the final declarations.
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§ 11 Warranty
1. For work services, the statutory warranty rights apply, unless otherwise stipulated in these GTC.
2. Obvious defects must be reported by commercial customers immediately, at the latest within 10 working days after acceptance or use, in text form. In case of delayed notification, the service shall be deemed approved.
3. In the case of justified and timely reported defects, the Agency initially has the right to subsequent performance (rectification or new production) within a reasonable period.
4. If subsequent performance definitively fails, the Customer may reduce the fee or – in the case of significant defects – withdraw from the contract. Damages are governed by § 12 of these GTC.
5. No warranty claims exist for insignificant deviations from the agreed quality (e.g., minor color or display variations, usual tolerances in print or screen reproduction).
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§ 12 Liability
1. The Agency shall be liable without limitation for willful misconduct and gross negligence, as well as for damages resulting from injury to life, body, or health.
2. In cases of ordinary negligence, the Agency shall only be liable for the breach of a material contractual obligation (cardinal duty). In such cases, liability shall be limited to the typical, foreseeable damage.
3. Liability for loss of profit, unrealized savings, indirect damages, and consequential damages is excluded to the extent permitted by law, unless based on willful misconduct or gross negligence.
4. The Agency assumes no liability for the legal permissibility of content, designs, or campaigns (e.g., under UWG, UrhG, MarkenG, GDPR), unless the Agency is expressly commissioned with a legal review. Responsibility for the legal permissibility of advertising measures and content lies with the client; the client must obtain legal advice if necessary.
5. The Agency shall only be liable for data loss if the client has performed a data backup at reasonable intervals, but at least once daily, and the damage would have occurred even with proper data backup.
6. The foregoing limitations of liability shall apply mutatis mutandis to the benefit of the Agency's legal representatives, employees, and vicarious agents.
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§ 13 Confidentiality, Data Protection
1. The contracting parties undertake to keep confidential all confidential information and trade secrets of the respective other party obtained in the course of their cooperation and to use them only for the performance of the contract.
2. The Agency processes the client's personal data in accordance with the applicable data protection regulations, in particular the GDPR and the BDSG. Details can be found in the Agency's privacy policy published on its website.
3. Insofar as the Agency processes personal data on behalf of the client (e.g., in the context of accounting and office services or when using cloud tools), the parties shall – if legally required – conclude a data processing agreement (DPA) in accordance with Art. 28 GDPR.
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§ 14 Term and Termination of Continuing Obligations
1. For ongoing service contracts (e.g., monthly marketing, SEO, or back-office packages), the minimum term is specified in the respective individual order. Unless otherwise stipulated therein, a minimum term of 6 months applies.
2. After the expiry of the minimum term, the contract shall automatically extend by another 3 months, unless terminated by either party with 4 weeks' notice to the end of the respective term in text form.
3. The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:
• the client is in default of a substantial payment for more than 30 days despite a reminder,
• the client persistently breaches its duties of cooperation,
• insolvency proceedings are opened over the assets of a party or the opening thereof is rejected due to insufficient assets.
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§ 15 Retention of Documents and Data
1. The Agency is not obliged to indefinitely retain project data, raw data, documents, or email correspondence, unless otherwise expressly agreed.
2. After termination of the contract, the Agency is entitled to delete or destroy data and documents, provided that no statutory retention periods prevent this. The client is solely responsible for timely backup of the results provided to them.
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§ 16 Applicable Law, Place of Performance, Jurisdiction
1. The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The place of performance for all services is the Agency's registered office in Munich, unless otherwise agreed.
3. If the client is a merchant, a legal entity under public law, or a special fund under public law, Munich shall be the exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship. The same applies if the client has no general place of jurisdiction in Germany.
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§ 17 Final Provisions
1. Amendments and supplements to the contract and these General Terms and Conditions must be made in text form. This also applies to the waiver of the text form clause.
2. Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, a valid and enforceable provision shall be deemed agreed that most closely approximates the economic objective that the contracting parties pursued with the invalid or unenforceable provision (§ 306 BGB).
