§ 1 Validity and applicable terms and conditions
(1) These terms and conditions govern the contractual relationship between Studio Krause GmbH & Co KG (hereinafter referred to as the “Agency”) and its clients (hereinafter referred to as the “Customer”) and apply only insofar as both parties are engaged in a commercial transaction or the Customer is a legal entity under public law or a special fund under public law. These terms and conditions apply exclusively unless they are amended by express written agreement between the parties. Deviating provisions in individual or framework agreements take precedence over these terms and conditions. They also apply to future contracts, even if they are not mentioned in subsequent contracts.
(2) Any provisions and terms and conditions to the contrary shall not apply unless individually agreed between the Agency and the Customer.
§ 2 Offer, acceptance, and conclusion of the contract
(1) A contract between the Agency and the Customer shall only come into effect when the order confirmation is received by the Customer or when the service is commenced. Offers addressed to the Agency may be accepted by the Agency within 14 days.
(2) Meeting minutes prepared by the Agency and sent to the client shall be regarded as commercial letters of confirmation by the contracting parties. If the client does not object in writing within 5 working days, the agreements, instructions, orders and other declarations contained therein shall become binding with legal effect.
§ 3 Customer’s obligations to cooperate
(1) The customer is obliged to cooperate reasonably in the development, production, and maintenance of the contractual service. In particular, the customer is obliged to provide the necessary information and documents. It is the sole responsibility of the customer to check the materials and information provided by them for conflicting rights and, if necessary, to acquire the rights of third parties.
(2) The agency is not obliged to check the content provided for any errors. In particular, the agency is not obliged to proofread texts. If the agency becomes aware of such errors, it shall notify the customer thereof.
(3) If test runs, acceptance tests, presentations, or other meetings become necessary, the customer shall assign competent employees who are authorized to make all necessary decisions and issue legally binding declarations.
(4) If the Agency provides the customer with proposals, drafts, test versions, or similar, the customer shall review them quickly and carefully within reasonable limits. The customer shall notify the Agency immediately of any complaints or requests for changes.
(5) The customer shall indemnify the agency against all claims by third parties arising from content provided or approved by the customer.
§ 4 Delivery and acceptance
(1) The Agency shall treat the Customer’s requested deadlines with goodwill and the greatest possible care. However, only those deadlines that have been confirmed by the Agency to the Customer in writing and in a binding manner shall constitute grounds for delay.
(2) Agreed completion dates shall only be binding for the parties if they have been marked as “binding.” If completion is delayed due to circumstances for which the customer is responsible (in particular, delayed cooperation), the completion date shall be extended by the duration of the delay plus a reasonable restart period. The Agency shall inform the customer of the postponement. Additional costs incurred by external service providers (e.g., printers, exhibition stand builder, developers) due to delays caused by the customer shall be borne exclusively by the customer.
(3) If the agency performs work, the following shall apply: After completion of the agreed service and its transfer to the customer’s sphere of control, the customer is obliged to provide a written statement within 10 working days. Defects, insofar as they are recognizable, must be reported immediately and in writing. If the customer fails to report defects in due time or in the proper form, the service shall be deemed to have been approved (fictitious acceptance). Defects that are not apparent despite careful inspection must be reported immediately after they become known. The customer is not entitled to refuse acceptance on the basis of minor defects. If the customer allows a reasonable acceptance period to elapse, the service shall be deemed to be free of defects. If the customer uses the service, acceptance shall be deemed to have taken place unless the customer objects within 7 working days and reports defects in writing (tacit acceptance).
(4) The agency is entitled to submit parts of the agreed service to the customer for early acceptance, provided that the part is accessible for independent assessment.
(5) For print media, written approval for printing is expected. Technically induced color deviations and differences between the screen display and the print result do not constitute a defect, provided they are within the tolerances customary in the industry. The agency is not liable for errors or delays on the part of commissioned printing service providers, provided the agency has selected them with due care.
§ 5 Remuneration and terms of payment
(1) The Agency’s services are generally provided in return for remuneration.
(2) If no remuneration has been agreed between the Agency and the Customer for services, the Customer shall pay the usual hourly rates for these services. In case of doubt, the Agency’s remuneration rates shall be deemed customary. This also applies if changes to services are made after acceptance.
(3) The customer may only offset or exercise a right of retention with undisputed or legally established counterclaims.
(4) If third-party services are invoiced separately to the customer, the agency may charge a processing fee of 15% of the invoice amount.
(5) If the customer defaults on the payment of due claims, they shall pay default interest at a rate of 9 percentage points above the base rate.
§ 6 Term, termination, and cancellation
(1) Ordinary termination of continuing obligations is only permissible if expressly agreed in the contract. Termination by the customer in accordance with § 648 BGB (German Civil Code) is generally excluded if a flat-rate price agreement has been concluded between the parties in such a way that the customer has been provided with a call-off quota of hours for the flat-rate price.
(2) If the order is not executed due to culpable conduct on the part of the customer or if the order is canceled by the customer, the agency may demand a cancellation fee of 15% of the agreed net remuneration, unless the customer can prove that the damage was less. In addition, the agency shall be free to prove that the damage was greater.
(3) Services already rendered shall be remunerated in accordance with the contract in all cases.
(4) If an agency fee is financed by the commission from the advertising volume, the media advertising volume specified at the beginning of the concept development must be placed within one year in order to settle the services provided by the agency.
(5) If external offers from third parties are obtained in the course of production processing, but the order is awarded elsewhere or canceled by the customer, the services of obtaining the offers shall be invoiced on a time and material basis.
§ 7 Change requests and additional expenses
(1) Additional expenses are defined as all services provided by the agency that are based on subsequent change and/or addition requests by the customer. This applies in particular if, after acceptance in accordance with § 4 (3) of these terms and conditions, the agency makes changes at the customer’s request that relate to services that have already been accepted. This also applies if acceptance has not yet taken place, even though the acceptance requirements have already been met.
(2) The Agency is not obliged to comply with requests for changes or additions relating to services that have already been accepted, or if the conditions for acceptance pursuant to § 4 (3) have been met but no declaration of acceptance has yet been made.
(3) The Agency shall take the Customer’s requests for changes into account. However, any additional expenses incurred as a result shall be reimbursed in accordance with § 5 (2) of these Terms and Conditions.
(4) If, after conclusion of the contract or after acceptance of partial services, significant changes are made at the customer’s request, the agreed delivery dates shall be adjusted accordingly.
§ 8 Warranty and liability
(1) The Agency shall only be liable for defects in the service if these have been reported in writing and in a timely manner in accordance with § 4 (3) of these Terms and Conditions. The Agency shall not be liable for insignificant defects or if the usability is only slightly impaired.
(2) Warranty claims shall lapse if the customer or third parties have made changes to the service that make it difficult or impossible to determine the cause of the defect. Warranty claims shall also lapse if defects are based on the customer’s failure to fulfill its obligations to cooperate in accordance with § 3. This applies in particular to defects caused by incorrect texts, graphics, photos, data records, or other materials that the customer has provided to the Agency for contractual use or processing.
(3) The Agency shall remedy any defective performance within a reasonable period of time. The request for remedy must be made in writing. If the remedy fails, the customer shall be entitled to reduce the price or, at its discretion, to withdraw from the contract. The prerequisite for exercising the right of withdrawal is that the customer has previously set the agency a reasonable grace period in writing, combined with the express warning that, after this period has expired without result, they will refuse to accept the service and withdraw from the contract. The rectification shall only be deemed to have failed after the second unsuccessful attempt.
(4) The Agency is not responsible for content provided by the customer. In particular, the Agency is not obliged to check the content for possible legal violations.
(5) The limitation period for all claims by the customer due to defects in the service is one year. The limitation period begins with the acceptance of the service, but no later than when the customer starts using the service. This reduction of the limitation period does not apply to claims for damages by the customer arising from injury to life, limb, or health, or to other damages based on an intentional or grossly negligent breach of duty by the agency or one of its vicarious agents; the statutory limitation periods apply to these claims.
(6) In cases of slight negligence, the Agency shall only be liable for breaches of essential contractual obligations (cardinal obligations) and for injury to life, limb, or health, in accordance with the Product Liability Act and insofar as mandatory statutory provisions provide for liability. Otherwise, the Agency’s pre-contractual, contractual, and non-contractual liability is limited to intent and gross negligence. The limitation of liability also applies in the event of fault on the part of an agent of the Agency.
§ 9 Rights of use, copyright, and artificial intelligence
(1) Copyright & rights of use: The services provided by the Agency (e.g., designs, concepts, software) are personal intellectual creations. All rights arising therefrom are generally vested in the Agency. The customer receives a simple, non-transferable right of use for the works created by the Agency for the contractually agreed purposes. Any transfer to third parties requires a written agreement. The right of use shall only become effective upon full payment of all remuneration claims (retention of title). The agency may revoke premature use at any time.
(2) Editing & source code: The customer is only entitled to editing rights if this has been expressly agreed. The agency is not obliged to hand over raw data, open files, or source codes unless this has been expressly agreed. Insofar as software is provided, the customer’s mandatory legal rights under Sections 69d, 69e UrhG (e.g., for error correction or interoperability) remain unaffected.
(3) Attribution: The agency has the right to be named as the author on copies and in publications. If a reference to the author is agreed or customary, the customer may not remove it without the agency’s consent.
(4) Third-party software: If software or intellectual property of third parties is made available to the customer, the license terms of the respective rights holders shall take precedence. The agency shall only grant the customer rights to the extent permitted by the license terms.
(5) Use of artificial intelligence (AI):
a) The Agency is entitled to use artificial intelligence technologies in the provision of services. The Agency is responsible for the professional selection and operation of AI tools and for reviewing the results with the care customary in the industry.
b) Due to the technological characteristics of generative AI, the Agency does not guarantee that AI-generated content is factually error-free or free of third-party rights that cannot be identified by standard research tools.
c) The Agency shall only be liable for legal violations arising from the use of AI-generated content in accordance with § 8 of these Terms and Conditions (intent and gross negligence).
(6) Stock material: If the Agency acquires stock photo or video material on behalf of the customer, the following applies:
a) The Agency shall acquire the necessary usage licenses for stock material to fulfill the project. In doing so, the Agency shall act as a licensee of the respective rights holders.
b) The customer receives a simple, non-transferable right of use to the work created using the stock material. The right of use is unlimited in time and covers only the purposes agreed in the contract.
c) Independent use or reuse of the original stock material outside of the work is prohibited. The stock material may not be used in isolation from the work or passed on to third parties.
d) If the customer wishes to use the stock material beyond this, this must be agreed in writing. The license costs incurred for this shall be borne by the customer in addition to the agreed remuneration.
§ 10 PR and communications consulting
(1) The agency provides PR, communications, and media consulting services exclusively as a service contract (§§ 611 ff. BGB). A specific result, in particular a specific media response, reach, or coverage, is not guaranteed.
(2) The customer is solely responsible for the accuracy of the content and legal admissibility of all statements, press releases, and other communication content approved by them. The agency is not liable for the consequences of incorrect or illegal content provided by the customer.
(3) The Agency has no influence on editorial decisions made by media outlets, journalists, influencers, or platforms. The Agency is not liable for non-publications, abridgements, or editorial changes.
(4) Legal assessments (e.g., competition law, advertising statements, consumer protection) are not part of the agency’s services. The client is obliged to have legal statements checked by themselves if necessary.
§ 11 Online services, web design, and social media
(1) Scope of services: The agency provides online services (web design, content, social media, marketing) in accordance with the agreed scope. Insofar as the agency manages social media profiles or advertising accounts on behalf of the customer, it acts in the name and on behalf of the customer.
(2) Platform risk: The customer is aware that the providers of social media platforms and search engines (e.g., Meta, Google, TikTok) may change their terms of use and algorithms at any time. The agency shall not be liable for any disadvantages incurred by the customer as a result of such changes, account suspensions, or content deletions by the platform operators, unless the agency has caused these intentionally or through gross negligence.
(3) Advertising budgets: The customer shall pay the costs for advertisements directly to the platform operators. The agency is not responsible for the rejection of advertisements by the platforms.
(4) Hosting & security: Unless hosting is expressly part of the agency contract, the customer is responsible for hosting, domains, and IT security (backups). The agency is only responsible for maintenance and update services if expressly commissioned to do so.
(5) Data protection: If the agency processes personal data on behalf of the customer, the parties shall conclude a separate agreement on order processing (AV contract) in accordance with Art. 28 GDPR before commencing work. The customer remains the “controller” for its online presence under data protection law.
§ 12 Confidentiality
(1) The parties undertake to treat all business secrets of the other party that become known to them as confidential and not to disclose them to third parties, unless they are already in the public domain. This obligation shall continue to apply after the end of the contract.
(2) The Agency is entitled to name the Customer and the services provided as a reference and to advertise them on its own behalf (e.g. on its website or in presentations), unless the Customer objects to this in writing.
§ 13 Non-competition
(1) The Agency undertakes to inform the customer of any conflicts of competition and, upon request, grants a non-competition clause for products or services to be specified in detail.
(2) By granting an exclusion of competition, the customer undertakes not to commission any direct competitors of the agency with services for the duration of the agreed exclusion period, insofar as this is objectively justified and limited in time.
§ 14 Final provisions
(1) All contractual relationships between the parties shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods.
(2) If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, Braunschweig shall be agreed as the place of jurisdiction for all disputes arising from or in connection with these terms and conditions. The place of performance for the agency’s services is also Braunschweig.
(3) All agreements that contain an amendment, supplement, or specification of these terms and conditions, as well as special assurances, must be made in writing unless the written form has not been agreed upon.
(4) Should individual provisions of these terms and conditions be invalid or lose their validity due to circumstances arising at a later date, the validity of the remaining provisions shall remain unaffected. The invalid provisions shall be replaced by a provision that comes closest to what the contracting parties would have wanted if they had considered the point in question. The same applies to any gaps in these terms and conditions.
Status: January 2026
This translation is provided for convenience only. In the event of any discrepancies, the German version shall prevail.