Terms and Conditions

of

Hubestra Solutions

Scharnhorst Straße 3

65195 Wiesbaden, Germany

- Hereinafter: Contractor -

Teil 1 – General Provisions

1.1 General

1.1.1 The Contractor offers various agency services to the Customer. The specific scope of services is subject to individual agreements between the Contractor and the Customer.

1.1.2 The Contractor does not enter into contracts with consumers or private individuals.

1.1.3 The Contractor is entitled to subcontract the necessary services to subcontractors in its own name and for its own account; these subcontractors may, in turn, employ further subcontractors. Unless otherwise agreed, the Contractor remains the sole contractual partner of the Customer. Subcontractors shall not be used if it is evident to the Contractor that their use conflicts with the legitimate interests of the Customer.

1.1.4 Insofar as other contractual documents in text or written form have become part of the contract in addition to these General Terms and Conditions (GTC), the provisions of these other documents shall take precedence over these GTC in the event of any contradictions.

1.1.5 The Contractor does not recognize any general terms and conditions used by the Customer that deviate from these terms and conditions – subject to express consent.

1.2 Cooperation Duties of the Customer

1.2.1 Insofar as the Customer provides the Contractor with texts, images, or other content for the fulfillment of the commissioned services, the Customer must ensure that this content does not violate the rights of third parties (e.g., copyrights, trademark rights, etc.) or other legal norms. In this context, it is pointed out that the Contractor is not legally authorized to provide legal advice to the Customer. Above all, the Contractor is not obliged and legally unable to check the Customer's business model and/or the works created or acquired by the Customer itself (layouts, graphics, texts, etc.) for their compatibility with applicable law. In particular, the Contractor will not conduct trademark searches or other intellectual property collision checks regarding the works provided by the Customer. Insofar as the Customer issues specific instructions regarding the work to be produced, the Customer shall be solely liable for them.

1.2.2 The Customer is obliged to provide complete and correct information, data, works (e.g., data for the legal notice, graphics, logos, etc.), and access required for the purpose of order fulfillment. Furthermore, the Customer must ensure that the instructions issued are in accordance with applicable law.

1.2.3 Subject to deviating individual agreements, the Customer is responsible for procuring the material for the provision of agency services (e.g., graphics, videos) and shall provide these to the Contractor in a timely manner. If the Customer does not provide these and does not provide further specifications, the Contractor may, at its own discretion and in compliance with copyright labeling requirements, use image material from common providers (e.g., stock photo services) or provide the corresponding parts of the website with a placeholder.

1.2.4 Insofar as the conclusion of a data processing agreement (DPA) according to Art. 28 GDPR is required for individual parts of the order, both parties undertake to conclude such a contract – to be provided by the Contractor – before the start of the service provision.

1.2.5 The Contractor is in no way responsible to the Customer for delays in the implementation of projects caused by a delayed (necessary) cooperation or input from the Customer; the provisions under the heading "Liability/Indemnification" remain unaffected by this.

1.2.6 If the Customer fails to meet its cooperation duties under this section, the Contractor may invoice the Customer for the resulting additional effort (e.g., costs for stock photos and time spent searching for them).

1.3 Use of Artificial Intelligence (AI)

1.3.1 The Contractor is entitled to use Artificial Intelligence technologies (AI tools) to create content (e.g., text, image, sound, or video) as part of the service provision. Unless otherwise agreed, all AI-generated content will be reviewed by a natural person after its creation and adjusted if necessary. AI tools will not be used if it is evident to the Contractor that their use conflicts with the legitimate interests of the Customer. If the Customer wishes that AI technologies not be used for specific projects or parts thereof, they must independently notify the Contractor in text form.

1.3.2 The Contractor guarantees that content created in whole or in part with AI does not infringe upon the rights of third parties. Insofar as exclusive rights of use for content created in whole or in part with the help of AI are to be transferred, the Contractor shall ensure that such a transfer of rights of use is possible (e.g., by modifying the AI-generated works in such a way that they achieve the required level of originality for copyright protection).

1.3.3 Separate labeling of AI-generated content is only required if and to the extent that labeling of the content is prescribed by law or if it is already foreseeable at the time of service provision that a labeling requirement will be legally prescribed in the foreseeable future (e.g., due to regulations in the AI Act). The same applies to notifications stating that certain work results were created with the aid of artificial intelligence.

Teil 2 – Sonstige Bestimmungen

2.1 Price and remuneration

The remuneration for the Contractor's services is subject to an individual contractual agreement between the parties and is generally based on the respective offer.

2.2 Acceptance

Insofar as a contract for work (Werkleistung) has been agreed upon, the Contractor shall request the Customer to accept the work. The acceptance period within the meaning of Section 640 (2) sentence 1 of the BGB (German Civil Code) is set at 2 weeks from the request for acceptance, unless a different acceptance period is required in individual cases due to special circumstances, which the Contractor will notify the Customer of separately in such cases. If the Customer does not comment within this period or does not refuse acceptance due to a defect, the work shall be deemed accepted.

2.3 Warranty for Defects

An insignificant defect shall not give rise to any claims for defects. The choice of the type of supplementary performance (Nacherfüllung) lies with the Contractor. The limitation period for defects and other claims is one (1) year; this reduction of the limitation period does not apply to claims resulting from intent, gross negligence, or injury to life, limb, or health by the Contractor. The limitation period does not restart if supplementary performance is carried out within the scope of liability for defects. In all other respects, the statutory warranty for defects remains unaffected.

2.4 Granting of Rights, Self-Promotion, and Right of Mention

2.4.1 Upon full payment of the order by the Customer, the Contractor generally grants the Customer a simple, non-transferable right of use for the corresponding work results. Further rights may be agreed upon in individual contracts.

2.4.2 Unless otherwise agreed, the Customer expressly grants the Contractor permission to publicly present the project in an appropriate manner for the purpose of self-promotion (references/portfolio). In particular, the Contractor is entitled to advertise the business relationship with the Customer and to refer to itself as the author on all created advertising materials and in all advertising measures, without the Customer being entitled to any compensation.

2.4.3 Furthermore, the Contractor is entitled to place its own name, including a link, in an appropriate manner in the footer and the legal notice of the website(s) created by the Contractor, without the Customer being entitled to any compensation.

2.5 Confidentiality

The Contractor shall treat all business transactions of which it becomes aware as strictly confidential, including but not limited to printing templates, layouts, storyboards, numerical data, drawings, tapes, images, videos, DVDs, CD-ROMs, memory cards, passwords, interactive products, and such other documents containing films and/or audio plays and/or other copyrighted materials of the Customer or its affiliated companies. The Contractor undertakes to impose the confidentiality obligation on all employees and/or third parties (e.g., suppliers, graphic designers, programmers, film producers, sound studios, etc.) who have access to the aforementioned business transactions. The confidentiality obligation applies indefinitely beyond the duration of this contract.

2.6 Liability / Indemnification

2.6.1 The Contractor is liable without limitation on any legal grounds in the event of intent or gross negligence, in the event of intentional or negligent injury to life, limb, or health, on the basis of a guarantee promise, unless otherwise regulated in this regard, or on the basis of mandatory liability, such as under the Product Liability Act. If the Contractor negligently violates an essential contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless there is unlimited liability according to the preceding sentence. Essential contractual obligations are obligations which the contract imposes on the Contractor according to its content to achieve the purpose of the contract, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the Customer may regularly rely. In all other respects, any liability of the Contractor is excluded. The aforementioned liability regulations also apply with regard to the liability of the Contractor for its vicarious agents and legal representatives.

2.6.2 The Customer shall indemnify and hold the Contractor harmless from any claims by third parties asserted against the Contractor due to violations by the Customer of these GTC or applicable law.

2.7 Final Provisions

2.7.1 The contracts concluded between the Contractor and the Customer are subject to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

2.7.2 If the Customer is a merchant, a legal entity under public law, or a special fund under public law, or does not have a general place of jurisdiction in Germany, the parties agree on the registered office of the Contractor as the place of jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

2.7.3 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legal situation, market conditions, or business or corporate strategy) and subject to a reasonable notice period. Existing customers will be notified of this by email at least two weeks before the change takes effect. Insofar as the existing customer does not object within the period set in the change notification, their consent to the change shall be deemed granted. If they object, the changes shall not take effect; in this case, the Contractor is entitled to terminate the contract extraordinarily at the time the change takes effect. The notification of the intended change to these GTC will point out the period and the consequences of the objection or its absence.