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General Terms and Conditions for Consulting by Designdialog GmbH & Co. KG, Komödienstraße 56/58 50667 Cologne
(hereinafter "designdialog")

Part 1: General Provisions

1. Scope and Definitions

1.1 Designdialog provides all services in the field of advisory services and consulting on the basis of these "General Terms and Conditions" (hereinafter "GTC") and designdialog's individual written proposal.

1.2 designdialog does not enter into contracts with consumers or private individuals.

1.3 designdialog is entitled to commission the necessary services to subcontractors in its own name and for its own account; such subcontractors may also engage subcontractors themselves. designdialog remains the customer's sole contractual partner in this context. Subcontractors will not be used where it is apparent to designdialog that their use conflicts with the customer's legitimate interests.

1.4 Insofar as additional contractual documents in text or written form have become part of the contract alongside these GTC, the provisions of those additional contractual documents shall prevail over these GTC in the event of contradictions.

1.5 These General Terms and Conditions apply exclusively. Any GTC of the contractual partner that deviate from these General Terms and Conditions shall be invalid unless expressly agreed to by designdialog.

2. Services Provided by designdialog

2.1 designdialog offers customers comprehensive advisory and support services (advisory consulting, sparring and similar) ("Consulting Services") in accordance with, and in coordination with, the customer's requirements.

2.2 The Consulting Services are agreed individually between the parties and are generally based on the proposal or the customer's individual agreements.

2.3 In particular, designdialog offers the customer the following Consulting Services:

- advice on the development and implementation of corporate strategies, support in optimising business processes, and strategic sparring on key decisions;

- project management, project communication and project organisation

- project conception

- proactive provision of specialist know-how;

- design, visual preparation of data and information

- user interface development and user experience design

- general and customer-specific workshops and seminars

- support in preparing needs and feasibility analyses

2.4 The parties shall agree individually on start, end, scope, consultant and location (for on-site consulting).

3. Performance of Consulting Services

3.1 designdialog owes the provision of the Consulting Services specified in the proposal, but not a specific economic outcome.

3.2 designdialog will endeavour to accommodate the customer's request for specific employees, but expressly reserves the right to deploy and reallocate employees at its own discretion as is appropriate, practical and possible for service delivery.

3.3 As part of the Consulting Services, the agency will conduct regular meetings and alignment sessions with the customer to monitor the progress of consulting projects, gather feedback and make necessary adjustments in a timely manner. These interactions serve to exchange information, clarify requirements and ensure a high level of customer satisfaction with the services provided.

3.4 designdialog shall provide the Consulting Services with the greatest possible care and diligence in line with the current state of the art.

4. Customer Cooperation Obligations

4.1 The customer shall ensure that designdialog is provided, in due time and without special request, with all necessary information, data, works, documents and access credentials, and that all required information is provided reliably, accurately and in full. This also applies to all information, data, processes and circumstances that arise or become known only during the consulting activities. The customer must also ensure that its instructions comply with applicable law. designdialog is entitled to regard the information provided and documents submitted by the customer as accurate and complete. Unless expressly agreed otherwise, designdialog is not obliged to verify inaccuracies.

4.2 Subject to deviating individual agreements, the customer is responsible for procuring the material required to provide the Consulting Services and shall provide such material to designdialog in good time. If the customer does not provide it and also gives no further specifications, designdialog may, at its own discretion and in compliance with copyright attribution requirements, use image material from common providers (e.g. stock photo providers) or use placeholders for the relevant content.

4.3 If, for individual components of the order, the conclusion of a data processing agreement pursuant to Art. 28 GDPR is required, both parties undertake to conclude such an agreement—provided by designdialog—before service delivery begins.

4.4 designdialog shall not be responsible to the customer in any respect for delays in the implementation of projects caused by delayed (required) cooperation or input by the customer; the provisions under the heading "Liability/Indemnification" remain unaffected.

4.5 If the customer fails to comply with its cooperation obligations under this clause, designdialog may invoice the customer for the additional effort incurred as a result.

5. Prices and Remuneration

5.1 Remuneration for designdialog's services is subject to an individually negotiated agreement between the parties and is generally based on the proposal.

5.2 Unless agreed otherwise, invoicing is carried out monthly in arrears.

5.3 Invoices are payable immediately without deduction.

Part 2: Content

6. Content

6.1 designdialog creates various forms of content for its customers in text, speech, writing, audio and image, etc. The results are provided in various visual media formats (e.g. video and photography, graphics, logo designs, texts, outputs for exhibition stands, posters, booklets, roll-up banners, websites, web apps, software, frameworks) (hereinafter collectively "Content"). The services agreed in detail are set out in the individual contract concluded between designdialog and the customer.

6.2 The customer's specifications are taken into account to the best of our knowledge and belief. The contracting parties acknowledge that creating Content is a creative service requiring a high degree of artistic freedom. designdialog therefore owes only the creation of a work that, based on its own experience and assessment, meets the customer's wishes. Complaints regarding artistic design are generally excluded.

6.3 Unless otherwise agreed, the customer is entitled to two correction rounds regarding editing (e.g. by filters and effects) of the created Content; however, complete re-creation of the Content is excluded. Complaints regarding artistic design are generally excluded. If the customer requests further changes beyond this, the customer shall bear the additional costs.

7. Creation of Texts / Copywriting

7.1 designdialog creates texts for the customer (e.g. press releases, website articles, advertising copy, etc.). The contents of these texts are defined in individual contracts.

7.2 As soon as the agreed texts have been completed, designdialog will submit them to the customer for approval and acceptance. Unless otherwise agreed, the customer is entitled to two correction rounds. Complaints regarding stylistic design or the inclusion of new information in the text are generally excluded after the second revision round. If the customer requests further changes beyond this, the customer shall bear the additional costs.

7.3 If designdialog has been commissioned with publication, publication of the texts shall—subject to deviating agreements—only occur after customer approval; approval simultaneously constitutes acceptance of the texts. In the case of press releases, a distribution date is also set after approval, on which they are to be sent to the media. If the customer publishes the texts itself or is to do so, it must accept the texts in advance. If the customer publishes the texts before acceptance, publication shall be deemed acceptance.

7.4 designdialog shall be liable for errors discovered after approval/acceptance only in accordance with the provisions under the heading "Liability/Indemnification".

7.5 In all other respects, the provisions of the "Content" clause apply.

8. Design and Conception of Graphics, Illustrations, Visualisations, Logotypes and Logos (Designs)

8.1 By agreement with the customer, designdialog undertakes the conception and design of graphics, illustrations, visualisations, logotypes and/or logos (hereinafter "Designs").

8.2 For this purpose, the customer first submits an enquiry to designdialog with the most precise possible description of the desired Designs. This enquiry constitutes an invitation for designdialog to submit an offer. designdialog will review the customer's ideas described in the enquiry, to the best of its knowledge and belief, for completeness, suitability (excluding legal suitability, in particular with regard to third-party rights), clarity, feasibility and consistency, and will prepare an offer based on the wishes resulting from the customer enquiry. A contract between designdialog and the customer is concluded only when the customer accepts the offer.

8.3 A prerequisite for designdialog's activity is that the customer provides designdialog with all data required to implement the project (colour definitions, etc.) in full and in a suitable format before the start of the assignment. If the customer fails to comply with this obligation, designdialog may invoice the customer for the additional time incurred.

8.4 Unless otherwise agreed, the customer is entitled to two correction rounds per individual Design. After these correction rounds have been carried out, requests for adjustments and complaints (in particular regarding artistic design) will no longer be considered. If the customer requests further changes after the agreed correction rounds, designdialog may produce these for additional remuneration to be agreed separately.

8.5 As soon as the agreed Design has been completed, designdialog will request acceptance of the work from the customer. The Designs are sent to the customer in a standard file format.

8.6 In all other respects, the provisions of the "Content" clause apply.

9. Corporate Identity – Conception/Development

9.1 By agreement with the customer, designdialog undertakes the conception/development of the "corporate identity" (e.g. new development or revision of corporate concepts in the areas of external appearance, brands, corporate culture, corporate behaviour, corporate communication, etc.). For this purpose, the customer first submits an enquiry to designdialog with the most precise possible description of the desired corporate image. This enquiry constitutes an invitation for designdialog to submit an offer. designdialog will review the customer's ideas described in the enquiry, to the best of its knowledge and belief, for completeness, suitability (excluding legal suitability, in particular with regard to third-party rights), clarity, feasibility and consistency, and will prepare an offer based on the wishes resulting from the customer enquiry. A contract between designdialog and the customer is concluded only when the customer accepts the offer.

9.2 After conclusion of the contract, the customer's requirements are discussed in a further briefing if necessary and specifications are refined. At this point, customer requests can be incorporated insofar as they are covered by the originally agreed scope of services. If required, re-briefing is possible before production of the deliverable. Adjustments become part of the original contract if both parties agree in text form. Otherwise, designdialog is only obliged to produce the items listed in the contract. Any services beyond this must be agreed and remunerated separately.

9.3 Unless otherwise agreed, the customer is entitled to two correction rounds. Complaints regarding artistic design are generally excluded after completion of the agreed correction rounds. If the customer requests further changes beyond this, the customer shall bear the additional costs.

9.4 A prerequisite for designdialog's activity is that the customer provides designdialog with all data required for project implementation (colour definitions, templates, graphics, etc.) in full and in a suitable format before the start of the assignment or at another agreed time. If the customer fails to comply with this obligation, designdialog may invoice the customer for the additional time incurred.

9.5 designdialog endeavours to identify all errors in the contractual texts. However, it cannot guarantee that all errors will be identified. Against this background, only conscientious and thorough review of the contractual texts is owed. Subject to deviating agreements, the contractual texts are reviewed and corrected based on the spelling rules of the current Duden and according to DIN standard 5008 (writing and formatting rules for text processing); specific agreements can be made separately (e.g. wording list for all your printed materials / online texts).

9.6 As a rule, texts must be sent to designdialog as Word documents. The contractual texts are generally edited using the comment function. Identified text errors are marked. Where appropriate, alternative wording or words are suggested to the customer. Corrected texts are returned to the customer by email. Dispatch in paper form is not owed.

9.7 In all other respects, the provisions of the "Content" clause apply.

10. AI-supported Content

10.1 designdialog is entitled to use artificial intelligence (AI) technologies when creating content (e.g. texts, images, audio or videos) as part of service delivery. This includes the use of AI-driven tools and algorithms to improve the efficiency and quality of produced content.

10.2 The customer is aware that results may vary when AI technologies are used to create content, and that designdialog does not have absolute control over every individual output detail. designdialog nevertheless undertakes to implement appropriate measures to ensure the quality and relevance of AI-generated content; the provisions under the heading "Liability/Indemnification" remain unaffected.

10.3 If the customer requires that AI technologies are not used for specific projects or parts thereof, the customer must communicate these requirements clearly and in text form to designdialog. designdialog will comply with such requests, whereby any additional costs incurred may be charged to the customer.

Part 3: Miscellaneous Provisions

11. Acceptance

11.1 Where, by exception, a contract for work is agreed, designdialog may require acceptance in written form; written acceptance is required only if designdialog requests this from the customer. The acceptance provisions of the German Civil Code remain unaffected in all other respects.

11.2 The acceptance period within the meaning of Section 640 (2) sentence 1 BGB is set at 2 weeks from notification of completion of the work, unless in individual cases a longer acceptance period is required due to special circumstances, in which case designdialog will notify the customer separately. If the customer does not respond within this period or does not refuse acceptance due to a defect, the work shall be deemed accepted.

12. Warranty for Defects

12.1 An insignificant defect does not give rise to defect claims. The choice of type of subsequent performance lies with designdialog. The limitation period for defects and other claims is one (1) year; this shortening of the limitation period does not apply to claims resulting from intent, gross negligence, or injury to life, body or health caused by designdialog.

12.2 The limitation period does not recommence if subsequent performance is carried out under defect liability. In all other respects, statutory warranty rights for defects remain unaffected.

13. Contract Term for Continuing Obligations

13.1 Subject to deviating provisions in and outside these GTC, continuing obligations have a minimum term of 12 months. The notice period is 3 months. If the contract is not terminated in due time at the end of the term, it will automatically renew for a further 12 months.

13.2 The right to extraordinary termination without notice for good cause remains unaffected.

14. Liability/Indemnification

14.1 designdialog is liable without limitation, on whatever legal grounds, in cases of intent or gross negligence, intentional or negligent injury to life, body or health, based on a guarantee promise where nothing else is stipulated in this regard, or based on mandatory liability. If designdialog negligently breaches a material contractual obligation, liability is limited to typical, foreseeable contractual damage, unless liability is unlimited pursuant to the preceding sentence. Material contractual obligations are obligations that the contract imposes on designdialog by its content in order to achieve the contractual purpose, whose fulfilment is essential to proper performance of the contract, and on whose compliance the customer may regularly rely. In all other respects, designdialog's liability is excluded. The above liability provisions also apply with regard to designdialog's liability for its vicarious agents and legal representatives.

14.2 The customer shall indemnify designdialog against all third-party claims asserted against designdialog on the basis of the customer's breaches of these GTC or applicable law.

15. Granting of Rights / Copyright

15.1 Subject to other provisions in these terms, designdialog generally grants the customer a simple, non-transferable right of use to the commissioned work results. Further rights may be agreed individually.

15.2 Subject to deviating provisions, when creating a corporate design/logo, an exclusive right of use is granted that is unrestricted in time, territory and content; however, individual graphic elements of the corporate design/logo may be used to create other works provided that this does not create a risk of confusion with the created corporate design.

15.3 Drafts presented within correction rounds may not be used, reproduced, or passed on to third parties by the customer, either in original or modified form, without designdialog's express consent.

15.4 For all other designs, a simple right of use is granted, subject to deviating individual agreements.

15.5 All rights of use transfer to the customer only after full payment of remuneration.

15.6 Any transfer of rights of use to third parties requires an individual contractual agreement.

15.7 designdialog expressly does not review final designs for legal admissibility (in particular trade mark and/or competition law), nor for infringement of other marks and/or intellectual property rights (e.g. trade marks, registered designs, patents, etc.), nor for registrability of designs in official registers.

15.8 If the customer provides designdialog with texts, images or other content, the customer must ensure that this content does not violate third-party rights (e.g. copyright) or other legal provisions. The customer warrants that it is authorised to transfer the agreed rights of use because it has either created the work(s) itself or has validly acquired the rights necessary for transfer. For the duration of the contractual relationship, the customer grants designdialog a non-exclusive, non-transferable right to use the content provided by the customer (e.g. images, videos, graphics, texts). This includes editing, modification and publication of the content within the scope of the agreed service. These rights serve exclusively the purpose of contract fulfilment by designdialog.

15.9 The customer undertakes to indemnify designdialog against all third-party claims that may arise from use of the provided content, including reasonable legal defence costs. This indemnification obligation includes claims based on infringement of copyrights, trade mark rights, patents, designs or other intellectual property rights. The customer supports designdialog in defending against the aforementioned claims asserted by third parties against the contractor due to infringements of intellectual property (copyrights, trade mark rights, image rights, designs, etc.) in the contractual content, in particular by providing information required for the defence. The customer is obliged to reimburse all expenses necessary for legal prosecution—especially necessary lawyers' fees and court costs—incurred by designdialog due to third-party claims.

15.10 designdialog is not legally authorised to provide legal advisory services to the customer. In particular, designdialog is neither obliged nor legally able to review the customer's business model and/or works created or acquired by the customer itself (layouts, graphics, texts, etc.) for compliance with applicable law. designdialog will in particular not carry out trade mark searches or other IP conflict checks with regard to works provided by the customer. If the customer gives specific instructions regarding the work to be produced, the customer is solely responsible for this.

15.11 All documents provided by designdialog (in particular proposals, analyses, statements, reports, etc. in paper or electronic form) are designdialog's intellectual property. The customer acknowledges designdialog's exclusive rights to the documents, regardless of whether the documents are protected by copyright, trade mark law or competition law. During and after termination of the contractual relationship, the customer may use the provided documents only for its own business purposes covered by the contract and the specifically agreed scope of services.

16. Self-promotion and Right of Attribution

16.1 Unless otherwise agreed, the customer expressly grants designdialog permission to present the project publicly in an appropriate manner for self-promotional purposes (references/portfolio). In particular, designdialog is entitled to advertise its business relationship with the customer and to identify itself as author on all created advertising materials and in all advertising measures, without the customer being entitled to remuneration for this.

16.2 Unless otherwise agreed individually, designdialog may require that a suitable copyright notice be placed in an appropriate position on works created by it.

17. Confidentiality and Retention

17.1 designdialog will treat as strictly confidential all business matters that become known to it, including but not limited to information, graphics, print materials, layouts, storyboards, numerical material, drawings, audio tapes, images, videos, memory cards, media and data storage devices, passwords, interactive products and such other documents that contain films and/or audio plays and/or other copyright-protected materials of the customer or affiliated companies. designdialog undertakes to impose this confidentiality obligation on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, audio studios, etc.) who have access to the aforementioned business matters. The confidentiality obligation applies indefinitely beyond the term of this contract.

17.2 The customer has no claim to designdialog retaining work results and other documents beyond the end of the assignment. However, designdialog may retain the work results for a period of 1 year and hand them over to the customer at any time upon request. The customer has no right to release of raw data or editable files (RAW files, open files from image editing programmes or similar).

17.3 Statutory retention obligations (e.g. under tax law) remain unaffected.

18. Data Protection

All personal data collected from the customer will be treated confidentially. Personal data is collected, processed and used in compliance with the legal provisions of the EU General Data Protection Regulation, the German Federal Data Protection Act and the German Telemedia Act. Personal data is only collected if the customer voluntarily provides it as part of booking. designdialog uses the data provided by the customer, without separate consent, exclusively for fulfilling and processing the booking. Once coaching has been fully completed and fees fully paid, the data is blocked for further use and deleted after expiry of the retention periods required under tax and commercial law, unless the customer has expressly consented to further use. Detailed information on data protection can be found in the privacy policy.

19. Final Provisions

19.1 Contracts concluded between designdialog and customers are governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

19.2 If the customer is a merchant, a legal entity under public law, or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree designdialog's registered office as the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

19.3 designdialog is entitled to amend these GTC for objectively justified reasons (e.g. changes in case law, legislation, market conditions, or business/corporate strategy) and with reasonable notice. Existing customers will be notified by email at least two weeks before the amendment takes effect. If the existing customer does not object within the period specified in the notice of amendment, its consent to the amendment is deemed granted. If the customer objects, the amendments do not enter into force; in this case, designdialog is entitled to terminate the contract extraordinarily as of the date the amendment would have taken effect. The notice of intended amendment of these GTC will indicate the deadline and the consequences of objection or failure to object.