1. These General Terms and Conditions of Purchase (“GTCP”) apply, subject to any deviating agreements, to all supplies and services provided by Hirschen Group GmbH, Ludwigstraße 4, 20357 Hamburg (hereinafter “Agency”) commissions from businesses within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter “contracted company”; Agency and contracted company hereinafter collectively “Parties”). The GCP shall also apply to all future business relationships between the Agency and the contracted company without the need for further express inclusion.
2. The contracted company’s terms and conditions are rejected. They shall only apply if the Agency expressly agrees to their validity in writing in accordance with Sections 126 and 126a of the German Civil Code (BGB).

1. Tenders, requests for services, quotation letters and similar communications from the Agency constitute non-binding invitations to submit a quotation (so-called ‘invitatio ad offerendum’), unless the Agency expressly states otherwise. A contract is only concluded upon the Agency’s express acceptance of an offer or approval of a quotation from the contracted company (e.g. by means of an order (at least in writing) or a system order).
2. The contracted company shall act on behalf of the Agency as an independent contractor. It shall provide its services in its own name and on its own account. The contracted company is not authorised to represent the Agency in legal transactions and is, in principle, free to determine the place and time of performance of its services.
3. The contractor shall provide the services (work deliverables) under its own responsibility and without instruction from the agency, in the agreed form, at the agreed time and at the agreed location, in accordance with industry-specific principles, standards and rules (e.g. generally accepted principles of advertising, the current state of the art), statutory provisions and official regulations. In particular, the contracted company shall ensure that its work results or the use thereof do not contravene competition law provisions or infringe the rights of third parties (in particular designs, trademarks, patents, utility models or copyright or personality rights) or data protection regulations.
4. Personnel deployed by the client company are subject exclusively to the client company’s instructions. The agency is not authorised to issue instructions to the client company’s personnel.
5. Meeting minutes in the form customary in the industry (i.e. including, for example, pre-production reports, de-briefings or re-briefings), which the Agency prepares and sends to the contracted company, shall become binding in terms of their content if the contracted company confirms them in writing (e.g. by email) or does not object to them in the same form within five working days of receipt.
6. The contractor shall provide all services promptly and within the agreed timeframes. Delivery dates or deadlines are binding. If the contractor fails to meet a deadline through its own fault, it shall be deemed to be in default without the need for a reminder from the agency.
7. For each contract, the contracted company shall appoint a contact person and a deputy (hereinafter referred to as ‘contact persons’), who shall each be available to a reasonable extent and possess the experience and expertise required for the performance of the contract. The contact persons shall each be authorised to make or receive legal declarations with effect for and against the contracted company. The replacement of contact persons shall only take place for objective reasons. Any costs arising therefrom shall be borne by the contracted company. Until new contact persons are designated in writing, previously designated contact persons shall continue to be deemed responsible on behalf of the agency.
8. The contractor shall provide the agency with information at any time, in particular regarding the status of the services. The contracted company shall also inform the agency without delay, specifying the nature and extent of the deviation, as soon as it becomes apparent that services – for whatever reason or in whatever respect – may not, or no longer, comply with the contractual agreements, in particular if the contracted company is unable to meet delivery dates or deadlines. This shall not give rise to any entitlement to the postponement or extension of delivery dates or deadlines.
9. If the provision of services by the contracted company requires on-site work at the Agency’s premises and/or those of third parties (in particular the Agency’s clients), the contracted company shall ensure that its staff comply with the applicable regulations (including the relevant house and/or operating rules) and any instructions from the agency or the third party during the on-site assignment.
10. The Agency shall notify the contractor of any subsequent requests for changes to the commissioned services prior to handover (hereinafter referred to as “Change Requests”) as early as possible and in sufficiently specific terms. If, as a result of a Change Request, the service originally commissioned cannot be performed, or can only be performed in part, the contractor shall inform the agency of this and agree with the agency whether the provision of the service should be suspended until the Change Request has been clarified, or whether the original service provision should continue. The contractor shall carry out minor changes without adjusting its remuneration. If the change request entails significant changes and these result in additional costs, the contractor shall inform the agency thereof. The agency shall then decide whether the change request is to be carried out against payment of the additional costs, whether the original scope of services is to remain unchanged, or whether it shall terminate the contract.
11. Furthermore, at the Agency’s request, the Contractor shall amend work deliverables that have been duly produced and submitted up to three times in accordance with the Agency’s specifications (three rounds of amendments). These rounds of amendments are included in the Contractor’s contractual remuneration. The contractor shall make changes without delay and shall deliver the revised version within a reasonable period following notification of the Agency’s revision requests.
12. Until the contractually agreed services have been completed, the Agency may terminate the contract with the contractor at any time. In this case, the contractor shall be entitled to the claims set out in Clause V.7.
13. At the Agency’s request, the contractor shall provide migration services upon termination of the contract, in particular for the transfer of data, content, documentation and know-how to the Agency or a subsequent supplier (collectively referred to as “exit services”). Unless otherwise agreed, the contractor shall be remunerated by the agency for exit services commissioned by the agency on a time-and-materials basis at the rates agreed at that time.

1. If the subject of the commission is the creation, processing and transfer of technical know-how, such as programming, the structure and functioning of programmes and software, as well as the linking of programmes, data, databases and systems, in each case including the source codes, the commissioned company shall provide the agency with its services in the form of object and source code.
2. The contracted company shall also provide the agency with proper documentation that complies with general rules and the current state of the art.
3. The contracted company shall only use third-party standard software or other software (third-party software), in particular open-source software or components, or integrate such software into its services if this has been expressly agreed, specifying the third-party software and its licence terms, or if the Agency expressly consents to such use in writing. If, as agreed, the software includes third-party software subject to licence restrictions, the source code shall be provided in accordance with such licence restrictions.

The Agency shall, upon request, provide the contracted company with appropriate support in the performance of its services, in particular by making available any existing information and data required, and shall respond to requests for approvals or authorisations within a reasonable time. Should the Agency fail to fulfil an obligation to cooperate in accordance with the contract, the contracted company shall notify the Agency of this, granting a reasonable period of time for the Agency to fulfil its obligation to cooperate.

1. Agreed remuneration is fixed and binding. Services shall only be remunerated on a time-and-materials basis if this has been expressly agreed. In case of doubt, the total cost or total remuneration stated in the client’s quotation shall constitute the upper limit (cap).
2. Agreed fees and prices include all out-of-pocket expenses, ancillary services and costs, e.g. travel, accommodation and meal costs, postage and transport services, customs duties, GEMA levies, artists’ social security contributions and similar costs. Where separate reimbursement has been agreed in deviation from this, expenses or incidental costs shall generally only be reimbursed upon presentation of the relevant original receipts.
3. The contracted company shall provide the agency with a proper invoice in each case, which, in addition to the information required by law (in particular the information necessary for the agency to claim input tax deduction), shall contain the information required for the agency to allocate the invoice (e.g. project number, unique project description, etc.) as well as all other details agreed between the parties for invoicing purposes.
4. The contractor’s claims shall become due 30 days after acceptance of the work and receipt of a valid invoice.
5. Progress payments shall only be made if expressly agreed and in an amount corresponding to the value of the contractual partial services rendered up to that point, which the contractor shall substantiate by means of verifiable statements.
6. Payments shall be made to a bank account within the EU specified in writing by the contractor. Until another account is designated, payments made by the agency to the specified account shall be deemed valid vis-à-vis the contractor.
7. If the Agency terminates a contract before the service has been fully completed without good cause, the contractor shall be entitled to remuneration for the services rendered up to that point and to reimbursement of the expenses and incidental costs incurred up to that point (insofar as these are due). No further claims, in particular under Section 648 of the German Civil Code (BGB), shall exist.
8. The contractor shall only assert rights of retention and set off against the Agency’s claims if its counterclaims or counter-demands arise from the same contractual relationship or have been acknowledged by the Agency or established by a final and binding court decision.

The commissioned company shall perform all contractual services itself. Performance by third parties (e.g. subcontractors) shall only be permitted in exceptional cases and shall require the agency’s prior consent in text form. To the extent that the commissioned company engages third parties, with the agency’s consent, to perform the services, such third parties shall act exclusively for the commissioned company. As a rule, third parties shall be deemed vicarious agents of the commissioned company.

1. Unless otherwise agreed, the commissioned company shall transfer to the agency, at the time of their creation, or at the latest upon acquisition, all transferable rights, in particular industrial property rights, in the work results, including ideas, preliminary stages, drafts, and designs, free of third-party rights. If and to the extent that a transfer of rights is not possible, the commissioned company shall instead grant the agency comprehensive rights of use for the exclusive, unrestricted in time, territory, content, and scope, and comprehensive exploitation of the work results, including ideas, preliminary stages, drafts, and designs, free of third-party rights, in all media and types of use known at the time the rights of use are granted. This shall include in particular, but not be limited to, the right of reproduction, distribution, exhibition, lecture, performance, and presentation, the broadcasting right, the right of communication by means of image and/or sound carriers in analog and/or digital form, the right of communication of broadcasts in analog and/or digital form, as well as online rights. Also included is the agency’s right to edit and/or modify the work results and their preliminary stages; the same rights of use as for the original shall be granted to the agency in such edited and/or modified work results or their preliminary stages. The transfer shall include the right to sublicense or further transfer the rights of use to third parties (in particular the agency’s clients).
2. Unless expressly agreed otherwise, the agency, Hirschen Group GmbH, and other companies affiliated with it within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) shall be entitled to use the work results as well as the name and trademarks of the commissioned company, free of charge, for factually accurate self-promotion, corporate presentation, or training and continuing education purposes (e.g. internally, at trade fairs, for training courses, or in competitions and presentations) in all media (including the internet and social media channels such as Instagram, Facebook, and YouTube), even after termination of the contract.
3. Without the agency’s consent in text form, the commissioned company shall not advertise the cooperation between the parties, in particular by using the work results or by referring to the use of the work results for the agency’s clients (reference advertising). The agency may in particular refuse such consent if, in its relationship with its clients, it is not authorized to engage in or approve such reference advertising. Any obligation of the agency to seek its clients’ consent to reference advertising by the commissioned company is expressly excluded.
4. If the commissioned company engages third parties for the performance of the contract, it shall procure from such third parties a transfer of rights or the granting of rights of use in the scope agreed with the agency (cf. Section 1 above) and shall grant such rights to the agency to the agreed extent. If such acquisition of rights is not part of the commissioned company’s offer or is not possible, or not possible on commercially reasonable terms, the commissioned company shall inform the agency thereof before conclusion of the contract or—if the restriction only becomes known later (e.g. in the event of a later engagement of third parties)—at the latest when obtaining the agency’s consent to engage such third parties. In that case, the agency shall be entitled to refuse consent to the involvement of such third parties.
5. To the extent Section 40a of the German Copyright Act (UrhG) applies, the following shall apply: at the agency’s request, after expiry of the period set out in Section 40a(2) UrhG, the parties shall enter into negotiations on extending exclusivity for the entire duration of the grant of rights of use on reasonable terms. If Section 40a UrhG applies in the relationship between the commissioned company and third parties, the commissioned company shall impose a corresponding obligation on such third parties and, at the agency’s request and in coordination with the agency, after expiry of the period set out in Section 40a(2), shall conduct negotiations with the third party on extending exclusivity for the entire duration of the grant of rights of use on reasonable terms and, in coordination with the agency, acquire the corresponding rights and transfer them to the agency at cost price.
6. If the commissioned company uses AI-generated content in the performance of the contract, it shall be obliged to notify the agency thereof. If the agency consents in text form to the provision of AI-generated services by the commissioned company, the parties agree that the above rights of use cannot be transferred to the agency as exclusive rights.
7. The agreed remuneration shall fully cover the granting of the above rights. Any further mandatory statutory claims, in particular under Sections 32 and 32a UrhG, shall remain unaffected.
8. The commissioned company waives any right it may have to be named as author and shall ensure that the authors involved in creating the services (in particular its employees and staff) waive their right to be named as authors.
9. The commissioned company shall not use work results in identical or only insignificantly modified form for other clients.
10. With regard to work results, the commissioned company waives the right to assert any claims for injunctive relief by way of interim legal protection, unless there is a serious violation of personal rights. In this respect, the commissioned company shall be referred to ordinary court proceedings. The commissioned company shall ensure that its employees, staff, subcontractors, and all other persons engaged by it waive, to the same extent, the assertion of any claims for injunctive relief by way of interim legal protection.
11. All preliminary materials, such as drafts, templates, files, and other working materials such as negatives, models, original illustrations, open files, RAW photo files, unedited film material, and the like, which the commissioned company creates or has created in order to perform the service owed under the contract, shall become the property of the agency and shall be surrendered to the agency upon request or, if surrender is not possible, made available to the agency in an appropriate form.

1. The commissioned company guarantees that the agreed rights of use shall be granted to the agency, that its vicarious agents, contractors, employees, freelancers, or other personnel will not assert any rights in connection with the work results against the agency and/or its clients, that—where legally permissible—they have waived all copyright claims as well as any right to be named as author, and that the use of the work results for the contractually intended purpose does not infringe any third-party intellectual property rights or personal rights.
2. The commissioned company shall indemnify the agency, upon first demand, against all third-party claims (including those of the agency’s clients) asserted against the agency on account of infringement of intellectual property rights or personal rights by the work results or their use for the contractually intended purpose. This shall also include the costs of reasonable legal defense. In addition, the commissioned company shall support the agency in defending against unjustified claims, in particular by providing useful information.
3. The above Section 2 shall also apply insofar as authors and/or holders of related rights directly approach the agency or its clients and assert claims under Section 32a UrhG or similar claims for subsequent equitable remuneration; this provision governs liability between the parties and shall not limit the rights of the authors and/or holders of related rights. Any further claims shall remain unaffected.

1. All services of the commissioned company shall be subject to acceptance by the agency; excluded from this are services for which acceptance is precluded due to their nature.
2. Partial acceptance shall only take place if contractually agreed.
3. A prerequisite for acceptance is that the commissioned company declares readiness for acceptance and hands over or makes available the work results to the agency. The agency shall review the work results within a reasonable period and shall then either declare acceptance in text form, request changes pursuant to Section II.10, or inform the commissioned company of any defects identified. Acceptance shall not constitute approval from a legal perspective. Even after acceptance, the commissioned company shall remain liable for all contractual and legal violations, in particular for violations of competition law provisions or intellectual property rights.
4. Receipt of services of the commissioned company, their use, forwarding to third parties (in particular the agency’s clients), unconditional payment, and comparable acts by the agency shall not constitute acceptance.
5. Otherwise, the provisions of Sections 640, 644, and 646 BGB shall apply mutatis mutandis to the acceptance of works.
6. Section 377 HGB shall remain unaffected.

The statutory provisions shall apply to the liability of the parties.

1. The commissioned company shall keep confidential all information and documents of the agency that become accessible to it or are transmitted to it in connection with the conclusion of the contract and that are marked as confidential or are recognizable from the circumstances as business or trade secrets, and—unless required to achieve the contractual purpose—shall not record, store, disclose, exploit, or make them accessible to unauthorized persons. Information and documents of the agency’s clients shall always be deemed confidential on the agency’s side.
2. For each culpable breach by the commissioned company of the confidentiality obligation under Section XI.1, the commissioned company shall pay the agency an appropriate contractual penalty, the amount of which shall be determined by the agency at its reasonable discretion and whose appropriateness may be reviewed by the competent court in the event of dispute.
3. If the parties have concluded a separate agreement regarding confidential information, the provisions of such agreement shall apply exclusively in this respect.

1. To the extent the agency considers it necessary to review quality-relevant activities of the commissioned company or compliance with contractual obligations (in particular those pursuant to Sections XIV or XV), the commissioned company shall grant the agency, or third parties commissioned by the agency and bound to confidentiality, access during normal business hours to its business premises and facilities used for performance of the contract, as well as inspection of documents relevant to the audit. The agency shall announce its visit or the visit of the commissioned third parties within a reasonable period in advance and coordinate the timing with the commissioned company. In doing so, the agency shall ensure that the business operations and legitimate interests of the commissioned company (e.g. business and trade secrets, data protection, employment law requirements, protection of personal rights, etc.) are not unreasonably impaired. The costs incurred by the agency for an audit shall be borne by the agency unless the audit yields a negative result (such as findings of contractual breaches, billing errors, etc.).
2. The commissioned company shall support the agency to a reasonable extent with regard to the fulfillment of regulatory and statutory audit requirements.

1. The commissioned company shall be obligated vis-à-vis the agency to observe client protection:
   1. Client protection shall cover all clients of the agency
      1. for whom the work results of the commissioned company are intended, unless the commissioned company can prove that, prior to being commissioned by the agency, it had already been directly engaged by such client to perform comparable services; or
      2. with whom the agency first establishes contact for the commissioned company within the scope of a commissioning.
   2. Client protection shall last for two years in each case. In cases under Section XIII.1.1.1, the period shall begin upon termination of the respective assignment of the commissioned company whose work results are intended for the client; in cases under Section XIII.1.1.2, the period shall begin at the time the commissioned company first comes into contact with the agency’s client.
   3. During the duration of client protection, the commissioned company shall not provide any direct services in the fields of advertising, communication, and strategy (in particular advertising strategy, creative services, production of advertising materials, corporate communications, public relations, or lobbying) to clients of the agency for whom client protection exists.
2. The commissioned company further undertakes, during the term of an engagement by the agency and for a period of 24 months after the last engagement by the agency, to refrain from soliciting employees of the agency, Hirschen Group GmbH, and companies affiliated with it within the meaning of Section 15 AktG. The same shall apply to any attempt to solicit, participate in, or promote the solicitation of employees of the agency.
3. For each breach of the client protection obligation under Section XIII.1 or the non-solicitation obligation under Section XIII.2, the commissioned company shall pay the agency a contractual penalty, the amount of which shall be determined by the agency at its reasonable discretion and whose appropriateness may be reviewed by the competent court in the event of dispute.
4. Any further claims, in particular for injunctive relief and further damages, shall remain unaffected.

1. The use of employees of temporary employment agencies by the commissioned company for the provision of the contractually agreed services shall require the agency’s prior consent.
2. The commissioned company guarantees vis-à-vis the agency that it complies with the provisions of the German Minimum Wage Act (MiLoG) with regard to the employees deployed for rendering services to the agency and that it obligates third parties engaged by it to perform contractual services (including any third parties further engaged by such third parties) as well as temporary employment agencies engaged by it and by the aforementioned third parties (all hereinafter referred to in this section as “third parties” and “temporary employment agencies”) to pay the minimum wage.
3. The commissioned company shall indemnify the agency against third-party claims pursuant to Section 13 MiLoG, Section 14 AEntG, and Section 28e SGB IV. If services are subcontracted to third parties, this indemnification obligation shall also extend to the third parties engaged by the commissioned company and their employees. In the above cases, the commissioned company shall reimburse the agency for the costs incurred in defending against the asserted claims (pursuant to the German Lawyers’ Fees Act, RVG). The above indemnification obligation shall apply only to claims attributable to the commissioned company that are asserted by employees against the agency on the basis of violations of the MiLoG by third parties and temporary employment agencies.

1. The commissioned company shall comply, in connection with the contractual relationship, with the statutory provisions applicable to it in each case. This applies in particular to anti-corruption and anti-money laundering laws as well as antitrust, labor law, and environmental law provisions.
2. The commissioned company warrants that it complies with the human rights-related and environmental expectations required by the agency’s management (see the Hirschen Group Supplier Code of Conduct) and addresses them appropriately along the supply chain.
3. The commissioned company shall not use, for the performance of the order, any persons who apply, teach, or otherwise disseminate the “technology of L. Ron Hubbard.”
4. The commissioned company shall impose corresponding obligations on its subcontractors in accordance with the provisions of this Section XV.

1. The parties shall comply with the statutory provisions on data protection, in particular the provisions of the GDPR and the German Federal Data Protection Act (BDSG), and shall bind their employees accordingly.
2. If the performance of the contractual services requires the transfer and/or processing of personal data, the parties shall negotiate and separately conclude any agreements required for this purpose on the basis of the agency’s templates, such as a data processing agreement (DPA) or a joint controllership agreement.
3. The commissioned company warrants that any transfers of personal data to the agency, its clients, or other third parties required for the performance of this contract, and the processing provided for in the contract, are or can be carried out in compliance with the law (in particular that an appropriate legal basis exists and that the corresponding information obligations have been fulfilled by the commissioned company).
4. The commissioned company shall indemnify the agency against all third-party claims asserted against the agency due to the commissioned company’s non-compliance with data protection regulations, in particular the GDPR and/or the BDSG.

1. The place of performance and jurisdiction for all disputes between the parties shall be the registered office of the agency.
2. Any disposition by the commissioned company over claims arising from the contract, in particular by way of sale, assignment, pledge, or creation of usufruct, shall only be permissible with the agency’s prior written consent. Section 354a(1) HGB shall remain unaffected.
3. The law of the Federal Republic of Germany shall apply, excluding the provisions of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).