AGB

1 Validity of the General Terms and Conditions

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1.1 In all contractual relationships in which Digital Estate Group AG ("CONTRACTOR") provides services for customers ("CLIENT") in the context of online marketing, social media account management, film production, design services, copywriting and editorial writing, creation and maintenance of websites, programming of individual web applications for websites and consulting services in these areas, these General Terms and Conditions ("GTC") and the provisions of the service offer submitted to the CLIENT with reference to these GTC and accepted by the CLIENT, including its annexes ("Contract" or "Contractual Elements"), shall apply exclusively. The GTC shall also apply in their respective version as a framework agreement for future contracts, without the CLIENT having to refer to them again in each individual case. The defined terms from the underlying contract shall also apply to the GTC. If the GTC and the contract contradict each other, the contract shall take precedence over these GTC.

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1.2 Conflicting provisions and provisions that go beyond the scope of the contract - in particular in the CLIENT's General Terms and Conditions - shall not become part of the contract, even if such terms and conditions are attached to an order of the CLIENT and the CONTRACTOR executes this order without expressly objecting to these General Terms and Conditions.

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2. scope of contract, conclusion of contract, written form

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2.1 These GTC shall also apply to the pre-contractual relationship between the CLIENT and the CONTRACTOR.

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2.2 Unless expressly stated otherwise in the CONTRACTOR's service offer, the CONTRACTOR shall be bound by the service offer for four (4) weeks. Offers submitted by the CLIENT may be accepted by the CONTRACTOR within four (4) weeks by written order confirmation.

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2.3 The conclusion of the contract, subsequent amendments and supplements to the contract as well as all declarations of intent shall require the written form to be effective. This shall also apply to any waiver of the written form requirement. With the exception of notices of termination, compliance with the written form requirement shall be ensured by text form (§ 126b BGB). The parties clarify that the conclusion of the contract as well as subsequent amendments and supplements to the contract through the exchange of signed .pdf copies as well as through the use of services such as DocuSign or Adobe sign satisfy the form requirement. Verbal side agreements are not permitted and may not be made. § However, Section 127 (2) BGB shall not apply in all other respects.

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2.4 Commitments of any kind whatsoever which establish further obligations of the CONTRACTOR over and above these GTC or other parts of the contract shall require express written confirmation by the CONTRACTOR by means of a declaration signed by the management of the CONTRACTOR.

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3. contractual obligation, setting of deadlines

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3.1 The deadlines set by the CLIENT by law or contract must be at least ten (10) working days, unless such a duration of the deadline would unreasonably disadvantage the CONTRACTOR.

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3.2 If the CLIENT wishes to reject the contractual performance after the fruitless expiry of a deadline set by it or wishes to withdraw from the contract (e.g. withdrawal, termination) and/or claim damages instead of performance, it must threaten the rejection of the contractual performance, withdrawal from the contract or the claim for damages in writing, setting a deadline. After expiry of the deadline set, the CUSTOMER may demand that the CONTRACTOR exercise its rights arising from the expiry of the deadline within ten working days of receipt of a request from the CUSTOMER and threaten accordingly. In this case, services already rendered shall be invoiced in accordance with these terms and conditions. Clause 9 shall apply to the assertion of claims for damages.

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4. the provision of services

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4.1 The scope of the services is conclusively described in the contract. The CLIENT shall not be entitled to any further services.

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4.2 The employees deployed by the CONTRACTOR to fulfill the contract are not integrated into the CLIENT's operations and the CLIENT is not authorized to issue instructions to them. The CLIENT may only issue instructions to the contact person named by the CONTRACTOR in the contract in accordance with the scope of services described.

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4.3 The decision as to which employees the CONTRACTOR deploys shall lie solely with the CONTRACTOR. The CONTRACTOR may withdraw the deployed employees at any time and replace them with others. The CONTRACTOR may also deploy freelancers and other companies at its own discretion within the scope of contract fulfillment.

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4a. Creation, modification and updating of websites
4a.1 If the creation or modification of a website has been agreed, the CONTRACTOR shall make it available to the CLIENT after completion in a suitable form (e.g. data carrier, by e-mail, transfer to an Internet server). The Internet pages shall be created on the basis of the specifications agreed in the contract.

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4a.2 If there is no precise agreement on the specification, in particular the choice of programming technology and the graphic and textual design, the CONTRACTOR shall be entitled to make all decisions necessary for the creation of the Internet pages independently. The CONTRACTOR may indicate at any time whether it wishes to deviate from the original specification ("change request"). The CONTRACTOR shall provide the CLIENT with an offer regarding the amount of remuneration and the time required for this change after precise written notification of the change request.

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4a.3 The CUSTOMER's obligation to perform shall be limited to the browser versions that are current and most frequently used at the time of completion. The functionality and/or error-free display of the Internet page in future and/or not agreed browser versions cannot be guaranteed. The same applies to an Internet provider other than the one agreed upon in the contract.

4a.4 The CLIENT's obligations to cooperate pursuant to Section 5 shall apply accordingly to the creation of Internet pages.

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4a.5 The CUSTOMER is obligated to tolerate a reference to the CUSTOMER to a reasonable extent on the created Internet pages which he is entitled to use. This reference may be combined with a reference to the internet pages of the CUSTOMER.

4a.6 Insofar as individual legal texts, e.g. imprint and/or privacy policy, are provided by the CLIENT, these are merely suggestions that have been created with the greatest possible care on the basis of the information provided by the CLIENT. The CLIENT shall be responsible for the integration of legally compliant and lawyer-approved legal texts.

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4b. Entry in search engines
4b.1 If the CLIENT and the CONTRACTOR agree on the entry of certain content in online search engines (e.g. Google), the entry of the respective content or the website in the agreed online search engine shall be deemed to be the provision of the service. The CLIENT acknowledges that the CONTRACTOR has no influence on whether and when publication takes place and that the content provided by the CLIENT is generally accessible after registration for the search engine.

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4c. Online marketing
4c.1 If the CLIENT and the CONTRACTOR agree on the provision of online marketing services (e.g. Google advertising, Facebook ads), the CONTRACTOR shall act on behalf of the CLIENT.

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4c.2 The CONTRACTOR expressly draws the CLIENT's attention to the fact that the providers of "social media channels" ("Providers") reserve the right in their terms of use to reject or remove advertisements and appearances for any reason. Accordingly, the providers are not obliged to forward content and information to users. There is therefore an incalculable risk on the part of the CONTRACTOR that advertisements and appearances may be removed without cause. In the event of a complaint by another user, the providers will allow the possibility of a counterstatement, but even in this case the content will be removed immediately. In this case, it may take some time before the original, lawful status is restored. The CONTRACTOR shall work on the basis of these terms of use of the providers, over which it has no influence, and shall also base the CONTRACTOR's order on them. By placing the order, the CLIENT expressly acknowledges that these Provider Terms of Use (co-)determine the rights and obligations of the contractual relationship between the CLIENT and the CONTRACTOR. The CONTRACTOR intends to carry out the CLIENT's order to the best of its knowledge and belief and to comply with the guidelines of the "Social Media Channels". However, due to the currently valid terms of use and the simple possibility for every user to assert violations and thus achieve removal of the content, the CONTRACTOR cannot guarantee that the commissioned campaign will be available at all times.

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5. participation of the client

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5.1 Close and trusting cooperation between the CLIENT and the CONTRACTOR is required at every stage and in all matters of cooperation, and in this context appropriate cooperation by the CLIENT in the provision of services. The CLIENT shall therefore actively participate in the performance of the CONTRACT by the CONTRACTOR to the extent necessary, e.g. by providing advertising material, press material or articles on the respective projects or campaigns, inquiries and/or orders, answering questions and reviewing work results of the CONTRACTOR. In addition, the CLIENT shall provide its access data for the social media account to be managed - e.g. Facebook, Instagram, LinkedIn, XING, Pinterest, YouTube, Google ("Social Media Account"). The social media account is and remains the property of the CONTRACTOR even after termination of the contract.

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5.2 The CONTRACTOR shall name a qualified contact person/project manager to the CLIENT in writing and provide the contact details at which the contact person or, if applicable, his authorized representative can be reached at any time. The contact person must be able to make the necessary decisions for the CONTRACTOR or bring them about immediately. The CONTRACTOR shall inform the CLIENT immediately in writing of any changes to these contact details. In addition, the CONTRACTOR shall make available free of charge those employees of the CONTRACTOR who have special knowledge that is necessary for the performance of the contract and the provision of the services agreed herein by the CONTRACTOR.

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5.3 Any disadvantages and additional costs arising from a breach of the CUSTOMER's obligations to cooperate set out in this Section 5 and elsewhere in the contract shall be borne by the CUSTOMER. In particular, the CLIENT's payment obligation shall not be waived if services of the CONTRACTOR cannot be rendered due to defective or non-rendered cooperation services of the CLIENT, the contact person designated by the CLIENT or other employees of the CLIENT.

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