General Terms and Conditions Radyant Digital GmbH

Please note: This translation is provided for information purposes only. In the event of any discrepancies between the translation and the original German version, the latter shall take precedence.

1. general
1.1 These General Terms and Conditions (GTC) apply to all orders or offers, services and deliveries (as well as all preliminary, follow-up and ancillary work) of Radyant Digital GmbH, hereinafter referred to as “Agency”. Deviating or contradictory GTC shall only be recognized if they are expressly agreed to in writing by the Agency.
1.2. Individual contractual agreements between the contracting parties shall take precedence over the GTC, provided they are recorded in writing.
1.3. The General Terms and Conditions shall apply for the entire duration of the business relationship.
1.4. As soon as these GTC or the contract or other contractual documents refer to “in writing” or “written form”, the text form pursuant to Section 126 b BGB may also be used.

2. offer, conclusion of contract and scope of services
2.1. all offers of the agency are subject to change and non-binding, unless they contain a deadline for acceptance or are expressly marked as binding.
2.2. the scope of services results from the product and service descriptions.
2.3. changes and/or additions to the product and service descriptions require the express written consent of the agency.
2.4. the agency does not assume any clarification in legal matters. The client shall be responsible for the legally correct execution of the order.

3 Contract term and termination
3.1 The contract may contain one-off and / or ongoing services (term contracts). The terms and notice periods of such term contracts shall be regulated separately in writing.
3.2. Termination/termination of the contractual relationship shall not affect all other contractual relationships between the contracting parties.

4. commissioning of third parties
4.1. the orders and tasks assigned to the agency may be processed by the agency itself or by third parties commissioned by it (vicarious agents / subcontractors).
4.2. the agency shall place orders with third parties in its own name and for its own account, unless otherwise agreed. If quantity discounts or painting scales are claimed, the client shall be charged subsequently if the discount or scale requirements are not met. Payment shall be due immediately.
4.3. The Agency shall be entitled to place orders with third parties that are necessary for the execution of the order in the name and for the account of the Client, provided that the Agency has provided the Client with the name and address of the third party and the Client has not objected in writing within a period of one week.
4.4. The Client undertakes to indemnify the Agency internally against all liabilities arising from the
commissioning of third parties, provided that no further
agreements exist to this effect. This applies in particular to the assumption of costs.

5. remuneration of agency services and terms of payment
5.1. unless otherwise agreed, the services shall be invoiced on the basis of the currently valid hourly rate of 250 (in words: two hundred and fifty) euros.
5.2. this hourly rate and all other prices are exclusive of statutory value added tax, if applicable.
5.3. special and additional services shall be charged separately.
5.4. all expenses for relevant ancillary costs, in particular travel expenses, special materials, the production or procurement of models, photos, texts, reproductions, typesetting and printing shall be reimbursed by the client, unless otherwise expressly agreed.
5.5. all additional costs (e.g. artists’ social security contributions, customs duties, fees, GEMA, VG Wort) shall be reimbursed by the client.
5.6. all invoices of the agency shall be due for payment within 3 (in words: three) days of invoicing without any deductions, unless otherwise expressly agreed.
5.7. the agency may demand advance payments and payments on account as follows:
5.7.1. thirty percent of the agreed total remuneration upon placement of the order,
5.7.2. a further thirty percent of the agreed total remuneration upon completion of thirty percent of the services and
5.7.3. the remaining forty percent of the agreed total remuneration upon completion of the order.
5.8. in the case of partial services, the agency may demand payment from the client upon acceptance of
individual partial services.

6. dates, deadlines, delivery terms
6.1. dates and deadlines must be agreed in writing. The contractual relationship shall commence on the date of acceptance of the offer; unless otherwise expressly agreed, performance periods shall commence on this date.
6.2. Performance and delivery dates shall only be binding if the client has duly fulfilled its obligations to cooperate and the dates have been confirmed in writing by the Agency. This shall also apply to advance payments and payments on account in accordance with clause 5.7.
6.3. Should force majeure prevent compliance with deadlines and time limits, the Agency shall be released from liability. Cases of force majeure include, in particular, strikes and official orders, even if they occur with third parties whose services are necessary for the performance of the contract. The Agency shall inform the Client of the beginning and end of such hindrances. In this case, the Agency shall be entitled to a reasonable extension of the agreed performance deadlines.
6.4. The Agency shall be liable for delays in performance in cases of intent or gross negligence on the part of the supplier or a representative or vicarious agent in accordance with the statutory provisions. In other cases of delay in performance, the Agency’s liability shall be limited to the foreseeable damage typical of the contract.
6.5. Any further claims by the Client shall be excluded, even after the expiry of any deadline set for the Agency to perform.
6.6. In the event of culpable failure to meet the performance deadline, default shall only occur following a written reminder from the Client. In the event of default, the client may withdraw from the contract after again exceeding a reasonable grace period. Further claims are excluded in this case.
6.7. In the case of dispatch, the following shall apply: The contractually agreed delivery obligations shall be fulfilled by the Agency as soon as the agreed delivery items have been dispatched by the Agency.

7 Obligations of the client to cooperate
7.1 Compliance with the delivery and service obligations on the part of the agency requires the timely and proper fulfillment of the obligations to cooperate by the client. In the event of delays in the obligations to cooperate, the Agency’s obligations to perform shall be extended by a reasonable period of time.
7.2. The Client shall be obliged to provide all documents necessary for the execution of its order in a timely and proper manner and in a suitable form. Furthermore, he undertakes to support the implementation and execution of the services by taking all necessary measures within his own operational framework. If he fails to do so, the agency shall be entitled to provide all services at its own discretion and to request the client to accept them.
7.3. The client shall be obliged to ensure that the data provided or passed on by him does not violate mandatory statutory law and that the content or designations used (including domains) or the type and/or extent of use do not violate the personal rights of third parties, industrial property rights (name, trademark and copyright rights) of third parties, competition law provisions or other rights of third parties. The client shall indemnify the agency against all claims of third parties due to such an infringement of rights.
7.4. In the event of a breach of the client’s obligations to cooperate, the agency reserves the right to discontinue the services for the client and / or to block access to the services used. Suspension of the services shall not affect the Client’s obligation to pay the remuneration and the provisions on the term of the contract.
7.5. The Client shall reimburse the Agency for any additional expenses and damages incurred by the Agency as a result of a breach of the Client’s obligations to cooperate, whereby the additional expenses shall be charged at the hourly rate specified in Section 5.1.
7.6. After completion and transmission or making available of work results, the Client shall be obliged to accept the work results within one week. If the client does not accept the service, acceptance shall be deemed to be fictitious.
7.7. The client is not entitled to refuse acceptance due to insignificant defects.

8. intellectual property rights and rights of use
8.1. all services, work, concepts and ideas provided by the agency with the aim of concluding the contract may not be used in whole or in part without the express written consent of the agency. Acceptance of a presentation or pitch fee does not constitute consent to use.
8.2. The Agency reserves ownership – and all rights, in particular copyrighted rights of use – to files, documents and objects provided until all liabilities have been paid in full.
8.3. the client may only transfer rights of use (in whole or in part) to third parties if the agency agrees to this in writing.
8.4. if the agency acquires rights of use from third parties, these shall only be transferred to the client upon full payment of all costs.
8.5. the client’s right of use may be granted for a limited period of time, content and territory. Unless otherwise contractually agreed, the Agency shall transfer a simple right of use. The granting of an exclusive right of use shall require an express written agreement in each individual case.
8.6. Original and/or basic data such as open layout data, source texts including associated documentation or original illustrations are not part of the scope of services or the rights of use to be transferred. The scope of services only includes rights of use to the result (e.g. printed flyers, advertisements, website, etc.).

9. references to the agency and self-promotion
9.1. the agency is entitled to refer to its services and work results in an appropriate manner.
9.2. the agency is entitled to use the work results achieved as well as the name and company logo of the client for self-promotion in all media and in the context of presentations and competitions free of charge.
9.3. information or documents marked by the client as a trade or business secret or as confidential are excluded from self-promotion.
9.4. the above provisions shall apply beyond the end of the contract between the agency and the client and even if the transfer of exclusive rights of use to the client has been agreed.

10. warranty
10.1. services provided by the agency must be inspected by the client for defects immediately upon receipt. Defects must be reported to the Agency in writing without delay, but in any case within 10 days.
10.2. Claims for defects shall only exist in the event of significant deviation from the agreed quality or significant impairment of usability.
10.3. In the event of justified defects, the Agency shall have the choice of remedying the defects or supplying a replacement. The Agency may rectify the defects twice within a reasonable period of time before any other claims for rectification of defects can be asserted.

11. liability of the agency
11.1. the liability of the agency for damages, regardless of the legal grounds, is limited as follows: The Agency shall not be liable in the event of simple negligence on the part of its executive bodies, employees, legal representatives or other vicarious agents, unless it is a breach of duty that jeopardizes the achievement of the purpose of the contract (so-called cardinal obligation).
11.2. A claim for damages for the breach of essential contractual obligations is limited to typical damages that were foreseeable at the time the contract was concluded.
11.3. With the approval of drafts, final versions and final artwork by the Client, the Client assumes responsibility for the correctness of the image and text. The Agency shall not be liable for this work.
11.4. The Agency shall not be liable for admissibility under competition and trademark law and/or the registrability of services.

12. confidentiality
12.1. the client and the agency undertake to keep confidential all information and documents made available or transmitted to them in connection with the conclusion of the contract which are recognizable as trade or business secrets or are marked as confidential according to the other circumstances.
12.2. the client is prohibited from recording or storing or passing on information and documents made available or transmitted in connection with the conclusion of the contract, from exploiting them or making them accessible to unauthorized persons, unless there is an obligation to do so.
12.3 The client undertakes to comply with the recognized principles of data security and to protect all information and documents from inspection and access by unauthorized third parties.
12.4 The duty of confidentiality shall remain in force even after termination of the contractual relationship.

13. data protection
13.1. the agency is entitled to store and process personal data relevant to the order insofar as this is necessary or conducive to the proper execution and processing of the contract.
13.2. the client confirms that the agency collects and processes personal data transmitted by him or on his behalf in accordance with the relevant provisions of data protection.
13.3. the client further confirms that the necessary consents of data subjects have been obtained and that the use of the data by the agency within the framework of the contract or the business relationship does not violate any of the above provisions or exceed the scope of consents granted.
13.4. the agency shall be indemnified by the client against any claims by third parties with regard to the collection and processing of such personal data.
13.5. the client undertakes to back up data, programs and also written documents before handing them over to the agency in order to enable recovery in the event of data loss.

14. applicable law, place of performance and place of jurisdiction
14.1. german law shall apply to the contractual provision, even if the client has its registered office abroad.
14.2. the place of performance and place of jurisdiction for all disputes shall be the registered office of the agency, provided that the client is a merchant, a legal entity under public law or a special fund under public law.

15. severability clause
15.1 In the event that one of the above provisions is invalid or contradicts the statutory provisions, this shall not affect the validity of the other provisions. The validity of the GTC and the contract shall remain unaffected.
15.2. The invalid provision shall be replaced by a legally permissible provision that comes closest to the economic meaning and purpose of the invalid provision. This also applies to the filling of loopholes.

Status: 01.06.2025