General Terms and Conditions (GTC)

As of 01 | 2025

1. Scope

These general terms and conditions (hereinafter referred to as “GTC”) apply to all contracts and services between Understood Creatives GmbH (hereinafter referred to as “Agency”) and its clients. By commissioning the agency, the client accepts these GTC in the version valid at the time of conclusion of the contract. Amendments to these GTC will be communicated to the client in writing no later than one month before they come into effect. The client’s consent to the new GTC shall be deemed to have been given if he does not object to them in writing to the agency before they come into effect. The client will be specifically informed of this consent fiction in the notification.
The client’s terms and conditions shall only apply if they have been expressly acknowledged by the agency in writing.

2. Conclusion of contract

All offers to the client are only binding for the period specified therein. They are accepted by the client’s timely signature and receipt by the agency. By accepting the offer, the client agrees that the services offered by the agency may include recommendations, but the agency is not responsible or liable for decisions based on the recommendations.

3. Scope of services

The scope and content of the services owed by the agency result from the individual contractual agreement with the client.
The agency is entitled to provide partial services and invoice them separately, unless this jeopardizes the achievement of the overall purpose of the contract.
The agency is entitled at any time to transfer the fulfillment of individual services to third parties. The commissioning takes place in the name and on the account of the agency. It is not obliged to render separate account of the services provided by third parties on its behalf.

4. Obligation to cooperate

The client shall ensure that all necessary and agreed acts of cooperation on the part of the client or his vicarious agents, in particular the provision of the necessary information and documents, are performed in a timely and proper manner. Otherwise, this may lead to postponements of deadlines for which the agency is not responsible.

5. Remuneration / Additional expenses

All prices quoted by the agency are exclusive of statutory value added tax. Prices estimated by the agency are only valid if the order is placed in full and on time in accordance with the order data listed in the offer. All payments shall be made by bank transfer to the account specified by the agency in the invoice within the period specified on the invoice.
Services exceeding the offer will only be provided against separate remuneration.
If the agency determines in the course of providing its services that further services are necessary for the successful completion of the order, it will inform the client accordingly. If the client does not object within a reasonable period, the services shall be deemed to have been commissioned. The client will be specifically informed of this consent fiction and of the deadline in the agency’s notification. If the client wishes to commission additional services, he shall also indicate this. The price communicated by the agency in response
shall be deemed agreed if the client does not object within a reasonable period. The client will be specifically informed of this consent fiction and the deadline in the agency’s notification.
Changes to the service may lead to a postponement of service dates and deadlines. The agency is not responsible for compliance with the original dates and deadlines in this respect.
Additional expenses incurred as a result of incorrect information provided by the client, transport delays for which the agency is not responsible or non-timely or technically correct advance performance by third parties who are not vicarious agents of the agency shall be invoiced separately by the agency.

6. Transport / Transfer of risk

All items are always shipped or transported at the expense and risk of the client. The risk of accidental loss or accidental deterioration shall pass to the client upon handover to the transport person. This also applies if the dispatch or transport is carried out by the agency on its own responsibility and with its own personnel. Any provision regarding the type and manner of dispatch or packaging is the sole responsibility of the agency, unless expressly agreed otherwise between the parties.
Transport damage must be reported to the agency immediately, at least in writing. If the client has suffered damage in the course of transport, but no claims of his own arise against the agency or the transport person, the agency shall assign its claims against the transport person to the client to that extent upon a corresponding declaration by the client. The client shall assert these assigned claims at his own expense and risk.
Insofar as the agency owes a work performance, the risk of accidental loss or accidental deterioration shall pass to the client upon acceptance. The client is obliged to accept the respective service or the respective part of the service on the completion dates specified by the agency. In the case of events whose planning, preparation and/or execution the agency owes as a work performance, acceptance shall be deemed to have taken place at the latest during the execution of the event.
If the agency cannot make the service available to the client for reasons for which the client is responsible, the risk shall pass to the client on the day of receipt of the notification of completion. (Partial) services already rendered and expenses shall be reimbursed.

7. Cancellation

The client is entitled to cancel commissioned services. The contractually agreed cancellation fees shall then apply. These shall also apply if a cancellation is omitted, but the event cannot be carried out due to a circumstance that is attributable to the client’s area of risk and for which the agency is not or only to a subordinate extent responsible. The (partial) services rendered up to the time of cancellation shall be remunerated.

8. Notification of defects / Obligation to examine and give notice of defects

Any complaint regarding defects in the service must be communicated to the agency in writing, specifying the nature and extent of the respective defect. If there is a purchase that constitutes a commercial transaction for both parties, the client must examine the goods immediately after delivery and, if a defect is found, notify the seller immediately. If the buyer fails to give notice, the goods shall be deemed to have been approved, unless the defect is one that was not apparent on inspection. If such a defect appears later, notice
must be given immediately after discovery; otherwise, the goods shall also be deemed to have been approved in respect of this defect. Timely dispatch of the notice shall be sufficient to comply with the obligation to give notice of defects. The agency may not invoke these approval fictions if it has fraudulently concealed the defect.

9. Rights in the event of defects

If there is a defect that is not excluded from the warranty pursuant to Clause 8, the agency shall be entitled to remedy the defect at its discretion in the form of rectification of the defect or repeated provision. If the subsequent performance fails, the agency shall be entitled to repeated subsequent performance. In this case, too, it alone shall have the choice between repeated provision or rectification of the defect.
If the defect cannot be remedied – in particular in the case of events due to the intervening passage of time – or the subsequent performance has repeatedly failed, the client shall be entitled to reduce the price or, at his option, withdraw from the contract. A claim for damages shall only exist insofar as the agency or its employees or vicarious agents are responsible for this or the agency has assumed a guarantee for the quality of the service.

10. Liability

The agency is liable for damages only in cases of intent and gross negligence, unless the damage results from injury to life, limb, health, or essential contractual obligations. Essential contractual obligations (so-called “cardinal obligations”) are those whose fulfillment is necessary for the proper execution of the contract and on whose observance the contractual partner regularly relies and may rely. In the event of a breach of such cardinal obligations, the agency’s liability is limited to compensation for damages foreseeable at the time of conclusion of the contract and typically occurring.
No liability is assumed for defects that are due to the violation of obligations to cooperate or instructions of the agency by the customer.
If offers are prepared according to the specifications or documents of the customer, the agency is not liable for the correctness or suitability of the specifications/documents, unless it is guilty of intent or gross negligence in this regard. The agency’s liability is reduced in this case according to the contribution to the cause.
The provisions of this clause 10 also apply to representatives and vicarious agents of the agency.

11. Force Majeure

To the extent and for as long as a case of force majeure exists and a contracting party is thereby prevented from fulfilling its contractual obligations, it is to that extent released from its performance obligations. Force majeure exists in the event of an unforeseeable, unavoidable event that is beyond the control of the parties and that could not be avoided with reasonable, justifiable means, such as, in particular, riots, warlike or terrorist conflicts, pandemics, and related official orders. Partial services are to be remunerated accordingly, advance payments are to be reimbursed. The contracting parties are obliged to notify each other of such an obstacle and to adapt their obligations to the changed circumstances in good faith.

12. Relationship to Third Parties

The customer shall indemnify the agency against all claims arising from breaches of duty by the customer and from contracts which the agency concludes for the customer (also in its own name), such as rental agreements for the venue.

13. Limitation

Defect warranty rights shall expire one year after performance, unless a consumer goods purchase is involved and unless damage results from injury to life, limb, health or essential contractual obligations or other damage caused intentionally or through gross negligence.

14. Assignment/Set-Off

The customer may only transfer rights from the contract to third parties with the written consent of the agency. The customer shall only have the right to set-off with regard to undisputed or legally established claims.

15. Data Protection

All data collected from the customer will be processed and used exclusively for the purpose of processing the contractual relationship entered into. A transfer to third parties will only take place if this is necessary for the performance of the services. Otherwise, data processing will take place in accordance with the provisions of the applicable data protection law of the Federal Republic of Germany.

16. Intellectual Property / Third Party Property Rights

All industrial property rights (trademark rights, patent rights, copyrights, competition law performance protection, etc.) arising in connection with the execution of the order shall remain with the agency. This also applies if it makes use of third parties in the context of the performance of the contract. Any use or exploitation by the customer requires the written consent of the agency. The right to modify drafts or concepts is exclusively vested in the agency.
The customer is only entitled to use the concepts, drafts, etc. created by the agency in the event of an order being placed and only for its own purposes as provided for in the contract. Duplications are only permitted with the express prior consent of the agency. Printing templates, working films and negatives produced by the agency or on its behalf remain the property of the agency. This also applies if these are invoiced to the customer, unless otherwise agreed in individual contracts.
In the event that the agency acts according to specifications, documents or concepts of the customer, the customer assumes sole responsibility for ensuring that the services of the agency based thereon do not infringe any third-party property rights. The agency is not obliged to check this. The customer shall indemnify the agency against all competitive, copyright, name and trademark law claims as well as other claims of third parties – including the costs of legal defense – which they assert against it from the possible infringement of property rights. To defend or fulfill such claims, the agency is entitled to demand reasonable advance payments from the customer.

17. Confidentiality

Business and trade secrets of the other party and information that is not publicly accessible will be treated confidentially. Excluded from the obligation of confidentiality are such confidential information that must be disclosed due to legal obligation or by order of a court or authority.
The agency is entitled at any time and without proof of a legitimate interest to document the services provided for the customer and to use them for the purpose of its own advertising, observing the applicable data protection regulations as well as copyright and other property rights.

18. Collateral Agreements

Agreements of the parties going beyond these conditions shall only be valid if they are agreed in writing. This requirement can in turn only be waived in writing.

19. Final Provisions

All claims resulting from or related to this contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany.
The place of performance is Munich, to the extent permitted by law.
The exclusive place of jurisdiction for all disputes arising out of and in connection with the contractual relationship is Munich, to the extent permitted by law. If these General Terms and Conditions contain loopholes or are or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In this case, the parties shall reach an agreement that comes as close as possible to the invalid, unenforceable or incomplete provision in legal and economic terms. In all other respects, the contractual relationship shall be governed by the statutory provisions.