GENERAL TERMS AND CONDITIONS OF CONTRACT (GTC)
GTC, GTCs hereafter as per 02.10.2026
STUDIO 49 Hospitality GmbH
Studio 49 hereafter
1.1 The GTC of Studio 49 apply to the formation and implementation of any current and future business relationship with the customer. They shall also apply if Studio 49 does not expressly refer to the GTC again. Any deviating or supplementary general terms and conditions or purchasing terms of the customer shall only become part of the contract if we have expressly agreed to them beforehand in text form. This also applies if we render services without reservation in the knowledge of conflicting or deviating terms of the customer.
1.2 We only conclude contracts with entrepreneurs. Pursuant to § 14 of the German Civil Code (BGB), an entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, is acting in the exercise of their commercial or independent professional activity. A consumer, pursuant to § 13 BGB, is any natural person who concludes a legal transaction for a purpose that can be attributed neither to their commercial nor to their independent professional activity. By placing an order, the customer represents that it is an entrepreneur within the meaning of § 14 BGB. Studio 49 may request written proof of the customer’s entrepreneurial status at any time prior to the conclusion of the contract or, should any doubts arise, during the course of the contract, and may make further performance dependent on the result. If it turns out that the customer is a consumer, Studio 49 is entitled to withdraw from or terminate the contract; services already rendered must be remunerated. Mandatory statutory consumer rights remain unaffected.
1.3 If a natural person acts for the customer, that person represents that they are authorized to represent the customer. Studio 49 may rely on the declarations of the contact persons named by the customer in the order.
1.4 Individual agreements always take precedence over these GTC (§ 305b BGB). Otherwise, the following order of precedence applies: (1) individual agreements and the respective contract, (2) offer and order confirmation of Studio 49, (3) these GTC. Both the German and the English version of these GTC are equally authentic; in the event of discrepancies, the version in which the contract was concluded shall prevail.
2. CONCLUSION OF CONTRACT
2.1 Our offers and statements are subject to change and non-binding, unless they expressly contain a binding period. The customer’s order (including the customer’s acceptance of a non-binding offer) is deemed an offer to us. The contract is concluded by our order confirmation in text form or by the start of performance of the order. If our offer expressly contains a binding period, the contract is concluded when the customer accepts the offer in text form within that period.
2.2 Small orders placed by the customer are considered an offer to us, which we can accept by confirming the order or executing the order within one week. For the point in time corresponding to the start of the order, we refer to section 5 of these GTC.
2.3 Text form (e.g. e-mail) is sufficient for contracts with Studio 49. Amendments and additions to a contract require text form; this also applies to any waiver of this text form requirement. The precedence of individual agreements pursuant to section 1.4 remains unaffected.
3. WARRANTY AND DEFECT RIGHTS
3.1 Types of contract. Insofar as Studio 49 owes the production of a work (e.g. concepts, designs, graphics, websites, photo, video and podcast productions, print artwork), the law on contracts for work (Werkvertrag) applies. Ongoing support and consulting services (e.g. social media management, community management, public relations, influencer management, performance marketing, search engine optimization, analyses, reporting, strategy consulting and project management) are services; the law on service contracts (Dienstvertrag) applies and no particular result is owed unless expressly guaranteed in writing. In the case of mixed contracts, the legal classification depends on the respective individual service.
3.2 In the event of defects in a work, we provide a warranty in accordance with the statutory provisions, unless otherwise specified below. Supplementary performance shall be provided at our discretion either by rectification of the service provided or by producing a new, defect-free service, unless we are entitled by law to refuse the chosen type of supplementary performance. Supplementary performance is deemed to have failed only after a second unsuccessful attempt. Thereafter the customer is entitled to the statutory rights of price reduction or withdrawal. Claims for damages and reimbursement of expenses are governed by section 4. Subjective aesthetic judgment of the design (cf. section 7.1.1) does not constitute a defect as long as the agreed service has been rendered.
3.3 If it turns out that the customer’s request for rectification of defects was unjustified and the service provided was free of defects, the customer must reimburse us for the costs incurred, provided the customer recognized, or through gross negligence failed to recognize, that there was no defect.
3.4 The warranty period is 12 months beginning with the acceptance of the service (website, photo, video and podcast production, creative and design or development services). In the case of a contract for online marketing, the warranty period begins at the end of the month in which the respective service was provided. The shortening of the warranty period does not apply in cases of intent, fraudulent intent, gross negligence, assumption of a guarantee, damage resulting from injury to life, body or health, cases covered by the German Product Liability Act, or cases of statutory recourse.
3.5 The customer must report obvious defects to us in text form immediately, in accordance with § 377 of the German Commercial Code (HGB), but no later than within 7 days of acceptance or receipt of the service. Defects that are not obvious must be reported in text form immediately, but no later than within 7 days of their detection. If the customer fails to report a defect in due time, the service is deemed approved with regard to that defect, unless we have fraudulently concealed the defect. The notification must describe the defect with sufficient precision.
4. LIABILITY
4.1. GENERAL LIABILITY OF STUDIO 49
We shall be liable for the breach of contractual and non-contractual obligations in accordance with the statutory provisions, unless otherwise stipulated below within the framework of these GTC. We are liable for damages, for whatever legal reason, in the event of intent and gross negligence. In the event of ordinary negligence, we shall only be liable for damages resulting from injury to life, body or health and for damages resulting from the breach of a material contractual obligation (cardinal obligation). Cardinal obligations are obligations whose fulfilment is essential for the proper performance of the contract and on whose observance the customer may regularly rely. In the event of a breach of a cardinal obligation through ordinary negligence, our liability is limited to compensation for foreseeable, typically occurring damage, and in any case to the net order value of the individual order concerned or, in the case of continuing obligations, to the net remuneration paid in the 12 months prior to the occurrence of the damage; at a minimum, however, to the amount paid out by our professional indemnity insurance in the individual case. The liability limitations do not apply if we have fraudulently concealed a defect or have provided a guarantee for the quality of the service, nor in cases of mandatory statutory liability, in particular under the German Product Liability Act. In case of any breach of duty other than relating to defects, the customer shall only be entitled to withdraw from or terminate the contract if we are responsible for said breach. The above provisions also apply for the benefit of our legal representatives, employees and vicarious agents.
4.2. SPECIAL LIABILITY OF STUDIO 49 AND EXCLUSION OF LIABILITY
Studio 49 is not responsible for the content provided by the customer. In particular, Studio 49 is not obliged to check the content for possible violations of the law or other legal requirements; however, Studio 49 will notify the customer of any recognizable legal violations. For example, all content, information and ideas provided by the customer must be checked in advance by the customer for existing intellectual property rights and copyright as well as other third-party rights or restrictions under competition law. By approving content, drafts, posts or campaigns, the customer assumes responsibility for their factual accuracy and legal admissibility (in particular under competition, price indication, travel and health-advertising law), unless Studio 49 has breached its own duty to review. If Studio 49 redesigns websites in whole or in part or integrates new functionalities into existing websites or makes them available to the customer, Studio 49 assumes no liability for the feasibility of the previous website functions after revision. Otherwise, section 4.1 applies accordingly. Should third parties assert claims against Studio 49 due to possible legal infringements resulting from the content provided or edited by the customer (including images, videos, graphics, etc.), the customer is obliged to indemnify Studio 49 against any liability and to compensate Studio 49 for the costs and damages incurred as a result of such proceedings, unless Studio 49 is responsible for the infringement. The assertion of further claims for damages against the customer by Studio 49 remains unaffected. Studio 49 is also not liable for security gaps in the content management systems used by the customer or any other digital and external systems (e.g. social media management tools). This also applies if Studio 49 has recommended these systems. The customer is responsible for security-related support. Studio 49 is further not liable for reach, placements, blocking of accounts or content, changes to algorithms, policies or prices, or outages of platforms and tools of third parties over which Studio 49 has no influence. The customer must back up its data regularly; Studio 49 does not owe the customer any data backup.
4.3. LIMITATION PERIOD
Claims for damages of the customer against Studio 49 become time-barred one year after the customer becomes aware of the claim or, in the case of gross negligence, would have become aware. This does not apply in cases of intent, gross negligence, damage resulting from injury to life, body or health, fraudulent concealment of a defect, assumption of a guarantee and cases covered by the German Product Liability Act. Section 3.4 remains unaffected.
5. DEADLINES AND DATES, CUSTOMER’S DUTY TO COOPERATE, CANCELLATION
5.1. The respective contracts require the customer to cooperate so that Studio 49 can provide the agreed services. Delays for which the customer is responsible shall lead to a reasonable extension of the completion deadlines. Studio 49 is not responsible for delays in delivery and cost increases caused by incorrect, incomplete or subsequently changed information or documents provided by the customer and these therefore do not constitute a delay in delivery or performance on the part of Studio 49. Any resulting additional costs shall be borne by the customer. In the case of orders comprising several units or programs, Studio 49 shall be entitled to make partial deliveries and issue partial invoices. Unless otherwise agreed, the order placed shall commence upon conclusion of the contract in accordance with section 2 of the GTC, so that Studio 49 shall have the necessary personnel and technical capacities available from this point in time and the customer shall be obliged from this point in time to fulfill its obligations to cooperate and to pay the corresponding fees. The customer’s payment obligation remains in place even if the customer otherwise fails to fulfill its obligation to cooperate.
5.2. If the customer does not fulfill its obligations to cooperate in whole or in part, or if it does not provide the owed preparatory work, content or other agreed information even after being requested to do so in text form by Studio 49, Studio 49 may set the customer a reasonable grace period in text form and declare that the contract will be terminated after the fruitless expiry of that period. After fruitless expiry of the period, Studio 49 shall be entitled to invoice the contractually agreed services in full, as Studio 49 also has the necessary personnel and technical capacities available for the order. The saved expenses shall be taken into account at the request of the customer. Without proof of saved expenses, Studio 49 shall be entitled to charge a lump sum of 50% of the contractually agreed invoice amount, whereby the customer reserves the right to prove that and to what extent Studio 49 has to take saved expenses into account. Further statutory claims, in particular under § 642 BGB, remain unaffected.
5.3. If the customer cancels an order placed, in whole or in part, after conclusion of the contract (cancellation), Studio 49 is entitled to charge a lump sum of 20% of the net remuneration for the cancelled services. Services already rendered and third-party costs already incurred and no longer cancellable (e.g. for models, locations, equipment, travel or advertising budget) must be remunerated in addition. The customer reserves the right to prove that Studio 49 incurred no or substantially lower expenses or damage; Studio 49 reserves the right to prove higher expenses. Cancellation must be made in text form. The lump sum does not apply if the cancellation is due to a reason for which Studio 49 is responsible. Section 7.3.1 applies to retainer and continuing contracts. There is no double claim under sections 5.2 and 5.3 for the same circumstance.
5.4. Force majeure. Events of force majeure (e.g. natural events, pandemics, official orders, strikes, war, failure of power and communication networks and of third-party platforms and tools, cyber attacks) entitle Studio 49 to postpone performance for the duration of the impediment plus a reasonable start-up period, without any claims for damages of the customer arising therefrom. If the impediment lasts longer than three months, either party may terminate the affected contract in text form; services already rendered must be remunerated.
6. PRICES, ADDITIONAL REMUNERATION AND PAYMENT TERMS
6.1. The prices agreed with the customer in the contract or the order confirmation shall apply for the service agreed therein. The prices are net plus VAT, unless the VAT is explicitly stated or it is stated that the VAT does not apply (international services, e.g. due to the reverse-charge mechanism). The prices do not include travel, accommodation and meals. In the case of contracts for online marketing, further fees may possibly be incurred, e.g. for search engine and portal operators, advertising budget or costs for licenses. Possible additional costs are always discussed with the customer beforehand.
6.2. Subsequently submitted content, changes or additions can only be taken into account if they are announced in type, scope and date before the start of the service. Changes and additions that result in an extension of the scope of services or structural changes must be agreed in text form and will be charged separately at the hourly rate applicable at Studio 49 for the respective activity at the time of performance. The respective hourly rate will be communicated to the customer in text form upon request before the additional services begin. In the absence of an agreement, the customary remuneration applies.
6.3. The remuneration must be paid without deductions within 15 working days of the invoice date; working days are Monday to Friday, excluding public holidays in Berlin. A different payment date stated in the invoice takes precedence, provided it is not shorter. Payment must be made plus the VAT shown in the invoice. The date of the unrestricted value date on our bank accounts is decisive for the timely receipt of payment. The customer may only offset or exercise a right of retention with undisputed or legally established claims. After expiry of the payment deadline, the customer shall be deemed to be in default without any further reminder. We may charge default interest at the statutory rate (§ 288 (2) BGB) as well as the flat-rate default fee under § 288 (5) BGB. The assertion of further damages remains unaffected. If the customer is in default of payment, Studio 49 is entitled, after prior notice in text form, to suspend ongoing services (in particular ongoing campaigns, publications and support services) until payment is received. The payment obligation remains unaffected. Invoices are sent to the customer electronically by e-mail, where legally required as a structured electronic invoice (e-invoice); the customer shall notify us of a receiving address for this purpose.
6.4. Studio 49 is entitled to invoice the agreed remuneration in sections, for example after individual development steps or after live delivery of web design, websites, film & photo productions or individual sections of concepts.
6.5. Travel costs (transport & accommodation), couriers and additional materials required (e.g. licenses, external extensions and image rights) are not part of the offers / order confirmations and will be invoiced separately.
6.6. Express surcharge for photo and video services. If an order for photo or video services or their post-production is placed less than 72 hours before the agreed project start (e.g. shooting date) or the agreed delivery deadline, an express surcharge of 30% on the net remuneration of the order will be charged. The earlier of the two points in time is decisive. The point in time of the order is the receipt of the order or order confirmation in text form. The same applies to subsequent extensions of an order that are commissioned within this period; the surcharge then applies to the extended part. There is no obligation to accept express orders; acceptance depends on available capacity and is confirmed by Studio 49 in text form. The surcharge does not apply if Studio 49 is responsible for the short notice.
6.7. Price adjustment for continuing contracts. For retainer and other continuing contracts, Studio 49 is entitled to reasonably adjust the remuneration with three months’ notice in text form with effect from the start of the next contract term, in particular in the event of cost increases (e.g. personnel, license and tool costs). If the increase exceeds 5% of the previous annual remuneration, the customer may terminate the contract in text form with effect from the date the increase takes effect.
6.8. Third-party services and advertising budget. If Studio 49 engages third parties to fulfil the order (e.g. photographers, models, printers, creators and influencers, platforms, licensors), Studio 49 engages them in its own name and for its own account, unless expressly agreed otherwise, and passes the costs on to the customer. Studio 49 is entitled to demand advance payment of the costs of third-party services before commissioning. Advertising budgets (media spend) with search engine and social media platforms are to be borne by the customer in addition to the remuneration. If the customer pays the advertising budget directly to the platform, it bears the payment risk. If Studio 49 advances the advertising budget, the customer shall reimburse the amounts advanced against proof by the due date of the invoice; Studio 49 may demand advance payment for this. The agreed advertising budget will only be exceeded after approval by the customer in text form.
7. TERMS AND CONDITIONS FOR OUR INDIVIDUAL SERVICES
7.1. WEB DESIGN & DESIGN
7.1.1. ORDER AND SCOPE OF SERVICES
The order includes, unless otherwise agreed in detail, the creation or revision of a concept for an advertisement or a website together with the design. Within the framework of an order for design services – whether in the field of web design, print or any other online medium – there is freedom of design. If the customer requests further changes or additions beyond the agreed correction loops and services during or after the creation of the service, it must bear the additional costs incurred. Hosting of a website on one’s own or third-party servers, registration and administration of domains, as well as maintenance, updates and support after completion, are only part of the contract if expressly agreed. Likewise, checking whether the content provided is suitable for the purpose pursued with the advertising or the website is not part of the contract. The design is made available to the customer by e-mail, data storage medium or digital download and the website is, if agreed, placed on the customer’s server. Compliance with accessibility requirements (in particular under the German Accessibility Strengthening Act, BFSG) is only owed if expressly agreed; it is the customer’s responsibility to check whether the website is subject to such requirements. Section 7.2.8 applies to changes of functionalities and deconstruction. For a period of 2 months after acceptance of the web design by the customer, or alternatively from the date of completion by Studio 49, Studio 49 provides bug-fixing services free of charge for bugs that result directly from the services of Studio 49, unless these are based exclusively on original functionalities of the customer’s website, over which Studio 49 has no influence. The defect rights under section 3 remain unaffected.
7.1.2. PARTICIPATION BY THE CUSTOMER
The customer shall provide its specifications and ideas within the agreed deadlines in order to enable timely completion. Section 5 of the GTC shall apply to delays for which the customer is responsible. The specifications comprise all content and data required for the construction of the website/programming in the form in which they result from the service description or, if no such description exists, from the confirmation e-mail, the order confirmation or from inquiries made by Studio 49 during processing. Section 8 of these GTC shall apply with regard to the customer’s obligation to cooperate in the provision of data protection declarations and notices for its websites.
7.2. CONCEPT, DESIGN AND DEVELOPMENT
7.2.1. ORDER AND SCOPE OF SERVICES
The scope of services of an order or support package is set out in our offer or our order confirmation, unless this was preceded by an offer. The deadlines stated in the order confirmation are binding on both sides and cannot be unilaterally changed; sections 5.1 and 5.4 remain unaffected.
7.2.2. CORRECTIONS AND APPROVALS
The scope of services in the area of concept and design includes a maximum of one correction loop. For each further correction loop, corresponding costs are incurred, which are detailed to the customer beforehand. Drafts, posts and content submitted to the customer for approval must be approved in text form or returned with specific change requests within the agreed period or, in the absence of an agreement, within 5 working days. If no response is received within this period, Studio 49 may remind the customer in text form; if there is again no response within 2 working days, the content is deemed approved, provided Studio 49 pointed out this consequence in the reminder. The consequences of an approval are governed by section 4.2.
7.2.3. PARTICIPATION BY THE CUSTOMER
The customer shall provide all necessary information, documents and program descriptions on the agreed date or the date specified by Studio 49. Delays for which the customer is responsible within the framework of its obligation to cooperate or prepay lead to a reasonable extension of the completion and performance periods in accordance with section 5 of the GTC.
7.2.4. ACCEPTANCE OF THE SERVICE BY THE CUSTOMER
The customer must check the correctness and completeness of the service within 7 days of receipt and, in the case of delivered concepts / designs / programs, carry out a test run as well as check the results achieved and report any complaints in text form. After expiry of this period, our service shall be deemed to have been accepted if the customer has not complained of specifically described defects and Studio 49 has pointed out this consequence upon delivery. The service is also deemed accepted if the customer puts it into operation or publishes it (e.g. putting a website live). Studio 49 is entitled to partial acceptances. For defects occurring later, section 3 of these GTC applies. This provision also applies to services under sections 7.1 and 7.4.
7.2.5. REMUNERATION AND RETENTION OF TITLE
7.2.5.1. Deliveries and services of Studio 49 are provided exclusively subject to retention of title. Ownership of physical items and the granting of the rights of use under section 7.2.6 pass to the customer only upon full payment of the respective remuneration.
7.2.5.2. Studio 49 may require an advance payment of up to 50% of the contract value for all services. Third-party costs can be charged as a full advance payment. In the event of an agreed advance payment, Studio 49 will only begin to provide the service after receipt of this advance payment. Until then, performance of the order is suspended.
7.2.5.3. If performance of the order is delayed for reasons for which the customer is responsible, Studio 49 may demand a reasonable increase in the agreed remuneration, the amount of which shall be based on the hourly rates customary at Studio 49 at that time for the respective activity (cf. section 6.2) plus statutory VAT.
7.2.6. COPYRIGHTS AND RIGHTS OF USE
7.2.6.1. We reserve the copyright to all creative elements introduced or revised by Studio 49. The customer receives rights of use only in accordance with this section
7.2.6. The customer is prohibited from further use, unless otherwise agreed in the contract or in these GTC. Drafts, originals and final artwork shall remain the property of Studio 49, where the documents that form the essential basis for elaborations shall also remain. Drafts not selected remain with Studio 49.
7.2.6.2. After full payment, Studio 49 transfers ownership of the agreed products and grants the customer the exclusive right, unlimited in terms of territory and time, to use the website, design, photo, video or concept development produced for it in all media for the customer’s own communication and, to the extent stipulated in the contract or necessary for the intended use, to edit it. The transfer of the rights of use to third parties or their sub-licensing requires the consent of Studio 49; this does not apply to service providers of the customer (e.g. web developers, printers, other agencies) who use the service for the customer. There is no entitlement to the release of raw files, open files or source code unless this has been expressly agreed.
7.2.6.3. Studio 49 retains the right of any other use of the underlying concepts, know- how and program source codes, insofar as this does not disclose confidential information of the customer or infringe rights of the customer (in particular trademark and other signs). If the customer uses the services before full payment, this is revocable and does not entail any grant of rights.
7.2.6.4. Studio 49 has the right to include references to the authorship of Studio 49 in appropriate places. The customer is not entitled to remove these notices without the consent of Studio 49.
7.2.6.5. Third-party material. If Studio 49 uses third-party content (e.g. stock photos, music, fonts, software, open-source components, contributions of freelancers, photographers or creators), the respective license terms apply, which will be communicated to the customer upon request. Studio 49 warrants that the rights to the content procured by it have been granted for the agreed purpose of use. Any use beyond this requires an additional license.
7.2.6.6. Presentations and concepts before the order is placed. Concepts, ideas, drafts and presentations that Studio 49 submits before an order is placed (e.g. in a pitch) remain the intellectual property of Studio 49. Without an order, they may not be used, edited or made accessible to third parties. If a pitch fee has been agreed, the scope of use is governed by that agreement.
7.2.7. CUSTOMER RESPONSIBILITY
The customer is responsible for the correctness and suitability of the data provided. In this respect, Studio 49 assumes no liability for the results achieved by the computerized processing of the customer data, which the customer itself must continuously check for correctness. Section 4 of the GTC also applies.
7.2.8. CHANGE OF FUNCTIONALITIES
Changes in the course of the development by Studio 49 may result in the functionalities of the previous website no longer being available in whole or in part; as the website functionalities are generally redesigned in whole or in part by Studio 49 or the design may result in functional changes, the customer has no right to claim that the functionalities of the previous website are still available without restriction. Studio 49 assumes no liability for the feasibility of the previous functions after revision. Studio 49 will always inform the customer about such structural changes. If the customer orders a deconstruction of the website or of a design (print or online) or additions that require the previous functionalities to be subsequently taken into account, this shall constitute a separate chargeable order to Studio 49. Previous functionalities can only be achieved in the event of a deconstruction if this is still technically feasible with reasonable effort, which is often impossible with old pages.
7.2.9. PRINT PRODUCTS
For print products, the customer must approve the print data in text form before the printer is commissioned (print approval). After print approval, complaints about errors contained in the approved data are excluded. Colour and material deviations between screen display, proof and end product, as well as customary trade tolerances in print run, colour and trimming, do not constitute a defect.
7.3. ONLINE & SOCIAL MEDIA MARKETING
Studio 49 is a service provider in the field of online and social media marketing and offers the customer services with which it can advertise its products and services effectively and in a targeted manner on the Internet. The agreed service results from the respective contract or the underlying offer. The customer cannot be guaranteed success with Studio 49’s services in the field of SEO, SEA, performance marketing, affiliate, social media, banner advertising, price search engines, e-mail marketing and other online marketing channels. For all social media tasks that Studio 49 performs for the customer, Studio 49 shall only take responsibility for the content that was created and published / sent by an employee or agent of Studio 49, and then only within the scope of section 4 and insofar as the customer has not approved it.
7.3.1. CONTRACT PERIOD
(1) Retainer and other continuing contracts (e.g. social media management, public relations, influencer management, performance marketing, search engine optimization, ongoing consulting) have a minimum term of 6 months from the contractually agreed start.
(2) After expiry of the minimum term, the contract is automatically extended by 12 months each time, unless it is terminated in text form at least 3 months before the end of the minimum term or the respective extension term.
(3) Ordinary termination during the term is excluded. The right of both parties to terminate for good cause (§ 314 BGB) remains unaffected. Good cause for Studio 49 exists in particular if the customer violates essential obligations, in particular with regard to cooperation, payment and the legal review of content provided by it.
(4) Termination must be made in text form (including e-mail). If the customer terminates, we will confirm receipt of the termination in text form. Upon termination of the contract, section 7.3.2 applies with regard to accounts and access. For project and work contracts without retainer character, section 5.3 and the statutory provisions apply.
7.3.2. MARKETING THROUGH BANNER, LINKS, AFFILIATE, SEA, PERFORMANCE MARKETING, PRICE SEARCH ENGINES, ETC.
If the agreed service includes the opening of a user account (account) with a search engine, social media or portal operator, we act in the name of and on behalf of the customer. An account contract is concluded directly between the customer and the search engine, social media or portal operator. The general terms and conditions and policies of the respective operator apply to these contractual relationships. The customer remains the owner of the account and the data associated with it (e.g. ad account, pixels, audiences, campaign data). In addition to Studio 49, only the customer is entitled to use the access. The customer may pass on access to third parties, in particular to other advertising agencies, during the term of the contract with Studio 49 only after prior coordination with Studio 49. Studio 49 shall not be liable for the activities of the customer, its vicarious agents or other third parties who use the account with their access in an authorized or unauthorized manner. In this respect, the customer shall also indemnify Studio 49 against any liability towards third parties. Upon termination of the contract, Studio 49 returns the access it manages or transfers the administrator rights to the customer, at the latest within 30 days after payment of all due claims; Studio 49 is entitled to withdraw its own access rights. Insofar as Studio 49 has set up an account in its own name, it is entitled to terminate the account agreement or delete the account, unless the customer expresses a request for transfer in text form within 30 days after the end of the contract. The customer authorizes Studio 49 to issue all declarations of intent to be made towards the platform operator in connection with account administration and undertakes to make all declarations necessary for account deletion or transfer. The customer shall bear any costs incurred until the account is deleted or transferred. Studio 49 is not liable for blocking of accounts or ads that is based on violations by the customer or decisions of the platform operators. Settlement of advertising budgets is governed by section 6.8.
7.3.3. SEARCH ENGINE OPTIMIZATION AND SEARCH ENGINE MARKETING
Insofar as commissioned, we will take over the search engine optimization for the customer’s websites during the agreed contract period. This also includes the optimization of networking to advertising-relevant third-party websites, in particular through backlinks. We assume no liability for the use of certain keywords that are expressly requested by the customer and that may be of concern due to trademark, copyright, competition or data protection law issues, provided that we have expressly informed the customer of the existence of concerns in this regard before placing the order.
7.3.4. REFERENCES AND LINKS
Studio 49 uses direct or indirect references to third-party websites whose content is outside the responsibility of Studio 49. For outgoing links set on the customer’s site, Studio 49 shall ensure at the time of linking that the linked site does not contain any recognizably illegal content. Studio 49 does not assume any ongoing control over the content of these third-party sites. This must be carried out by the customer. Studio 49 also accepts no liability for any legally significant or illegal changes to pages where Studio 49 has made third-party entries for the customer (e.g. comments, posts in forums, review portals, social media channels, discussion forums and mailing lists). The provider of the site and, where applicable, the customer shall be liable to third parties for any damage arising from the use or non-use of such information.
7.3.5. AFFILIATED COMPANIES AND THIRD PARTY AGENCIES
For the management of customer accounts managed by Studio 49 in the context of online marketing/SEO/SEM/affiliate etc., Studio 49 uses, among other things, account management and tools that also grant access to companies and third-party agencies affiliated with Studio 49. The customer gives its consent to the use of its customer account set up by Studio 49 for such marketing support, insofar as this is necessary for performance of the order and those involved are bound to confidentiality in accordance with section 11. Customer-specific data and results are not used for other customers. The consent may be revoked in text form at any time with effect for the future.
7.3.6. SOCIAL MEDIA MANAGEMENT, COMMUNITY MANAGEMENT AND PERSONAL PROFILES
The scope of social media support (number of posts, channels, community management, response times) results from the contract. Community management takes place at the agreed times; round-the-clock support is not owed. If Studio 49 responds to comments and messages on behalf of the customer, it does so on the basis of the guidelines agreed with the customer; the customer must inform Studio 49 immediately of critical topics and crisis situations. For contracts on the support of personal profiles of individuals (e.g. LinkedIn profiles of executives), the supported person must provide Studio 49 with the necessary access and approve content before publication within the agreed framework; Studio 49 publishes only approved content and may draft it in the person’s name (ghostwriting). The customer warrants that the use of the access data by Studio 49 is permissible under the terms of the respective platform and bears the risk of restrictions imposed by the platform. Studio 49 does not use impermissible automation tools.
7.4. PHOTO, VIDEO, EVENT AND PODCAST PRODUCTION
7.4.1. Scope of services. The scope of a production (duration, number of images or videos delivered, formats, post-production, number of correction loops) results from the contract. Within the framework of the briefing, there is freedom of design in recording, selection and editing; Studio 49 delivers the selected and edited final results. Delivery of all recordings and raw files (e.g. raw footage) is only owed if expressly agreed; section 7.7 remains unaffected.
7.4.2. Dates, weather, cancellation. The customer ensures that Studio 49 has access on the agreed date to the production locations and to the objects and persons to be depicted and that the required permits (e.g. shooting and photography permits, drone flight permits) are in place, unless Studio 49 has expressly been commissioned to obtain them. If a date has to be cancelled or postponed for reasons for which Studio 49 is not responsible (e.g. weather, illness, absence of participants, lack of access), a replacement date will be agreed. Third-party costs already incurred shall be borne by the customer insofar as it is responsible for the cancellation; otherwise section 5.3 applies.
7.4.3. Rights relating to persons, locations and works. The customer ensures that the consents required for the production from the depicted employees, guests and other persons, as well as the approvals of the owners and operators of the depicted locations and objects, are in place, unless Studio 49 obtains these consents as part of the order (e.g. model release). Studio 49 points out any legal concerns known to it. Music, fonts, image material and other works of third parties are licensed only for the purpose stated in the contract and the channels named there. In podcast productions, Studio 49 obtains the guests’ consent to recording and publication, unless the customer is expressly responsible for this. Hosting and publication via third-party platforms (e.g. podcast platforms) takes place only upon express order.
7.4.4. Rights of use. The granting of rights of use to the final results is governed by section 7.2.6. Rights of use to raw material are only granted upon express agreement. Acceptance is governed by section 7.2.4.
7.5. PUBLIC RELATIONS AND INFLUENCER MANAGEMENT
7.5.1. Public relations. In the field of press relations and communications consulting, Studio 49 owes the diligent performance of the agreed measures (service), but not the printing, publication, a specific content or a specific reach of coverage. The media alone decide on publication. Press material and press releases must be approved by the customer before dispatch; embargoes are observed by Studio 49.
7.5.2. Influencer management. Studio 49 arranges, coordinates and supports collaboration with influencers and creators. Unless expressly agreed otherwise, Studio 49 concludes the contracts with influencers in its own name and for its own account (section 6.8) and does not guarantee the success, reach or specific performance results of the influencers. The influencers’ performance (content, dates, reach) is their own responsibility; Studio 49 is liable in this respect only for diligent selection and support. Studio 49 communicates the obligation to label advertising (in particular under the German Unfair Competition Act and the Digital Services Act) to the influencers; the customer ensures that content approved by it is labelled accordingly. The rights to the content created by influencers are governed by the agreements made with them; Studio 49 grants the customer the rights of use required for the agreed purpose, insofar as they were previously acquired from the influencers.
7.6. BUSINESS INTELLIGENCE, CONSULTING AND PROJECT MANAGEMENT
For services in the fields of data analytics, social listening, market research, reporting, brand management, strategy consulting and project management, Studio 49 owes the diligent performance of the agreed activities in accordance with the available data and knowledge (service), but not an economic success or specific results. Analyses and reports are based on data provided by third parties (e.g. platforms, tools, survey participants) or by the customer. Studio 49 gives no warranty for the completeness, accuracy and availability of this data, unless Studio 49 itself processed the data incorrectly. Recommendations and strategies are a basis for decisions; the entrepreneurial decision and implementation are made by the customer. Studio 49 is not liable for decisions that the customer makes on the basis of these services, unless section 4.1 applies. Social listening is limited to publicly accessible data; section 8 remains unaffected.
7.7. DATA STORAGE AND ARCHIVING
7.7.1. Studio 49 stores the files and materials provided or created for the order, in particular raw files in the field of photo and video, drafts, interim versions and working files, for a period of 12 months. The period begins with acceptance of the respective service or, alternatively, with delivery of the final result.
7.7.2. After expiry of this period, the files and materials will be permanently and irrevocably deleted without any separate notice being required. There is no entitlement to release or restoration after deletion.
7.7.3. Excluded from deletion are the final project files (accepted or approved final results such as finished videos, photos, designs). Studio 49 is entitled to store these beyond the period. However, there is no obligation to archive, provide or back up permanently; the customer must itself permanently back up the final files delivered.
7.7.4. The release of raw files and working files is only owed if expressly agreed. At the customer’s request in text form, it may take place within the period under section 7.7.1 against separate remuneration. Rights of use to them exist only insofar as they are expressly granted. Statutory retention and deletion obligations and liability under section 4 remain unaffected.
7.8. USE OF ARTIFICIAL INTELLIGENCE (AI)
7.8.1. Studio 49 is entitled to use AI-supported tools in the provision of services (e.g. for research, text creation, translation, image and video editing, transcription, analysis and ideation). Studio 49 remains responsible for the quality of the work results and reviews the use and results of these tools to a reasonable extent. The customer may exclude the use of AI for a specific order in text form before the order is placed; any additional effort resulting from this must be remunerated.
7.8.2. Studio 49 selects AI tools with care and enters confidential information and personal data of the customer only into tools that contractually offer adequate confidentiality and data protection commitments. Sections 8 and 11 remain unaffected.
7.8.3. The customer acknowledges that content generated exclusively by AI may not be protected by copyright and that, despite careful review, it cannot be ruled out that it affects third-party rights. Studio 49 gives no warranty for the copyright protection of AI- generated content. Insofar as statutory labelling obligations exist for AI-generated content (in particular under the EU AI Act), Studio 49 will point them out and label content within the scope of the order; the customer is responsible for labelling in its own publications. Liability is governed by section 4.
8. DATA PROTECTION AND RESPONSIBILITY OF THE CUSTOMER FOR DATA PROTECTION REQUIREMENTS
8.1. As part of its obligation to cooperate, the customer must provide all the data protection notices and declarations required for its websites managed by Studio 49, including any changes or adjustments. This applies to websites, social media channels and other internet-based platforms and offers of all kinds.
8.2. Prior to delivery of the data protection declaration and its adaptations and amendments in accordance with section 8.1, the customer must check in detail the contents of the page content provided for it by Studio 49 to determine which facts are relevant under data protection law and must be observed in its data protection texts. If necessary, it must request a list of widgets, tools, etc., used by Studio 49 for this purpose. The list must be made available by Studio 49 in text form upon request.
8.3. Sections 8.1 and 8.2 shall also apply after Studio 49 has carried out updates or relaunches of the customer’s websites. As Studio 49 is not obliged or in a position to check the contents of the data protection legal texts supplied by the customer, the customer must, after Studio 49 has carried out the work, check its internet presence again for data protection adaptation requirements or request corresponding information from Studio 49 if necessary. The same applies to website revisions that involve the use of new programs, tools, etc. and/or changes to the previous (also technical) site structure.
8.4. The customer shall bear sole liability at all times for the legal conformity of the data protection texts supplied by it and shall indemnify Studio 49 against any liability in this respect, both internally and externally, insofar as Studio 49 has adopted the legal texts supplied by the customer one-for-one. Studio 49 neither owes nor undertakes a legal review of the content.
8.5. If Studio 49 processes personal data on behalf of the customer in the course of providing its services (e.g. in community management, social media management, newsletter dispatch, analytics, access to customer accounts and reporting), the parties shall conclude, before processing begins, a data processing agreement pursuant to Art. 28 GDPR (and, for customers in the United Kingdom, the UK GDPR), which will be provided upon request by Studio 49. Insofar as the parties are joint controllers within the meaning of Art. 26 GDPR (e.g. in the management of social media pages), they shall regulate their responsibilities in a separate agreement. The customer remains responsible for the lawfulness of the data processing, in particular for the legal basis, the information of data subjects and the obtaining of consents (e.g. cookie consents, consents to depictions of persons), unless Studio 49 has expressly been commissioned to do so.
8.6. Personal data is transferred to countries outside the European Economic Area only if the requirements of Art. 44 et seq. GDPR are met. Otherwise, Studio 49 processes personal data of the customer in accordance with Studio 49’s privacy notices.
9. REFERENCE, TRANSPARENCY
9.1. Unless expressly agreed otherwise, Studio 49 is entitled, after completion of the service, to name and use the services and work results rendered for the customer (e.g. photos, videos, designs, websites, campaigns, content, podcast episodes) as well as the customer’s name, logo and trademark for reference and self-promotion purposes. This applies in particular to the website, portfolio, case studies, social media channels, newsletters, presentations, pitches and awards. Studio 49 receives for this a simple, non-exclusive, royalty-free right of use, which also belongs to the companies affiliated with Studio 49.
9.2. Confidential information of the customer as well as revenues, budgets and key figures will not be published without the customer’s consent. Use is made only within the scope of the rights to which Studio 49 is entitled in the work results. Third-party rights, in particular to depictions of persons, remain unaffected.
9.3. The customer may object to the use as a reference in text form before the order is placed. It may revoke its consent at any time with effect for the future in text form. Studio 49 will then remove the content from its own digital channels within 30 days; print or offline publications already completed need not be recalled.
9.4. Studio 49 may refer to its authorship in an appropriate place (e.g. “Design / Content by Studio 49” in the footer or imprint). The customer may not remove this notice without the consent of Studio 49; it may object to the mention in the imprint, provided a notice is given elsewhere on the website.
10. NON-COMPETITION CLAUSE
The contracting parties are aware that Studio 49 is not subject to a non-competition clause. Studio 49 is therefore not obliged to inform the customer of possible conflicts of competition with other customers of Studio 49 prior to the conclusion of a contract and until all work for the customer has been completed. The duty of confidentiality under section 11 remains unaffected.
11. CONFIDENTIALITY
The parties undertake to keep confidential all confidential information of the other party obtained in the course of the cooperation (in particular trade and business secrets within the meaning of the German Trade Secrets Act, terms and conditions, access data, strategies, concepts, customer data) and to use it only for the purposes of the cooperation. This obligation continues after termination of the contract for a period of 3 years and, for trade secrets, for as long as they remain trade secrets. Excluded is information that is publicly known, was already lawfully known to the other party, or must be disclosed due to a legal or official obligation. Disclosure to employees, affiliated companies, subcontractors and advisors is permitted insofar as they are bound to confidentiality and need the information to perform the order. Individually agreed confidentiality agreements (NDAs) take precedence. Section 9 remains unaffected.
12. THIRD-PARTY PROVIDERS AND SUBCONTRACTORS
Studio 49 is entitled to use employees, freelancers, subcontractors and other third parties (e.g. photographers, videographers, graphic designers, developers, copywriters, printers, creators) to perform the order. Studio 49 remains responsible to the customer for performance in accordance with the contract and obligates these third parties to confidentiality and compliance with data protection. Liability for selection and use is governed by section 4. Section 6.8 remains unaffected.
13. FINAL PROVISIONS
13.1. The customer may transfer rights and obligations under the contract to third parties only with the prior consent of Studio 49 in text form; § 354a HGB remains unaffected. Studio 49 is entitled to assign claims and to transfer the contract to a company affiliated with Studio 49, provided performance is not impaired.
13.2. Where these GTC provide for text form, transmission by e-mail is sufficient. Notices to Studio 49 must be sent to the e-mail address named in the contract or stated on the Studio 49 website.
13.3. Studio 49 is entitled to amend these GTC with effect for future contracts. For ongoing continuing obligations, amendments apply only if the customer agrees to them; consent is deemed given if Studio 49 has announced the amendment to the customer in text form at least 6 weeks in advance, has pointed out the consequences of silence, and the customer does not object within that period. Essential performance obligations and the remuneration cannot be changed in this way; section 6.7 remains unaffected.
13.4. Should individual provisions of these GTC or of a contract be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions remains unaffected; the statutory provisions apply in place of the invalid provision (§ 306 BGB).
14. PLACE OF FULFILLMENT, JURISDICTION, APPLICABLE LAW
The place of fulfillment and exclusive jurisdiction for all claims arising from the contract is for both parties Berlin, Germany; Studio 49 is, however, also entitled to sue the customer at its general place of jurisdiction. This choice of court agreement is made in accordance with Art. 25 of the Brussels I Recast Regulation and, for customers in the United Kingdom, the Hague Convention on Choice of Court Agreements. The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.
