TERMS AND
CONDITIONS
Stand 01.12.2020
1. Subject of the contract
1.1. The General Terms and Conditions below apply to all the legal transactions conducted by
Turbine Kreuzberg GmbH (hereinafter referred to as “Turbine Kreuzberg”) and its contractual
partners (hereinafter referred to as “Client“). Any amendments and additions shall only be made
by the management. Oral agreements or declarations by other persons shall only be effective if
they are confirmed in writing by the Turbine Kreuzberg management. No oral side agreements
have been made.
1.2 These captains and the Conditions also apply to all future business relationships with the Client
even if they are not again expressly agreed to.
1.3 Turbine Kreuzberg provides services in the area of digital strategy consulting and digital brand
and productcommunication, as well as the implementation and realization of software and
software components. A detailed description of the services to be provided can be found in the
tender documents, briefings, project contracts and their dependencies, service descriptions and
specifications (hereinafter individually or collectively referred to as “Documents”).
1.4 Turbine Kreuzberg is entitled to hire subcontractors to execute individual or all contractual
obligations.
2. Acceptance and defect claims
2.1. If an order is subject to the statutory provisions on contracts for work and services, the plant
shall accept same as follows
(I) immediately, however, no later than 14 days
(II) as from receipt of a letter from Turbine Kreuzberg, or
after discontinuation of the work or service on a project website set up for the Client on which the
Client is requested to accept and on which readiness for acceptance is signaled. Acceptance is
considered equal to payment of the unconditional remuneration. Acceptance cannot be refused if
there are immaterial defects that do not, or only insignificantly, compromise the functionality of
the work or service. Acceptance shall also be regarded as carried out as soon as the Client has
begun to make use of the work or service.
The expense and time stated in the offer and/or project concept contract in the area of conception,
design and texting/content includes a maximum of one correction loop to implement the
requirements defined in the specifications. Requests for corrections to concepts and designs
already accepted shall also be treated as an additional expense after one correction loop and are
not covered with this offer and/or project contract.
Such an additional expense that arises in deviation to the service originally calculated in the
context of the project shall be notified in advance and billed as a change request. Turbine
Kreuzberg shall notify the Client of such an additional expense and the costs of a change request in
good time before the additional costs arise.
2.2. If the Client does not notify Turbine Kreuzberg of obvious defects within two weeks after taking
over a work result, the Client can no longer assert warranty claims arising from the defect. Defects
that are verifiably due to objectionable work shall be remedied by subsequent performance. The
Client shall only have the right to withdraw from the contract after two fruitless attempts of
subsequent performance. Otherwise, the statutory warranty obligations of the contractor shall
apply.
2.3. Claims arising from warranty rights shall prescribe after one year from the date of acceptance
or partial acceptance of the work or service.
3. Copyright and rights of use
3.1. The Client shall acquire the rights of use in all the work completed by Turbine Kreuzberg in the
context of this contract on full payment of the agreed fee for the contractually agreed period and in
the contractually agreed scope. Unless agreed to otherwise contractually, Turbine Kreuzberg shall
grant the Client a right of use in the contractual performance required to realize the purpose of the
contract (online use pursuant to Section 19 a UrHG [German Copyright Act]) to the extent such
rights accrue to Turbine Kreuzberg or same has acquired the rights in another manner from the
holder of the right. If recording media, performance and broadcasting rights accrue to GEMA or
similar organizations, they are not transferred. Rights of use in work not yet paid for by the end of
the contract shall, subject to any other agreement made with Turbine Kreuzberg, continue to
accrue to Turbine Kreuzberg and, in the event of the Client‘s insolvency, return to Turbine
Kreuzberg. If the Client intends to extend the rights of use in respect of individual rights after the
termination of the contract, Turbine Kreuzberg shall not refuse same to the extent feasible for
same. Turbine Kreuzberg may charge a fee for the extension of the rights of use.
3.2. Turbine Kreuzberg may, appropriately and in a manner customary to the industry, mark the
products developed by Turbine Kreuzberg and use the order issued for its own advertising
purposes. This marking and use for advertising purposes may be excluded by means of a relevant
separate agreement between Turbine Kreuzberg and the Client.
3.3. The Client is not entitled to transfer the rights of use granted to the same, in whole or in part,
or to have the rights exercised by third parties. Any transfer of rights of use granted to third parties
and/or multiple usages shall be subject to a fee and require the consent of Turbine Kreuzberg,
unless provided for in the first order.
3.4. Turbine Kreuzberg has a right to information regarding the scope of the use.
4. Remuneration
4.1. The remuneration agreed to in the contract shall apply. Unless otherwise provided for
contractually, payments shall be due within 14 days after the date of invoice without deduction. If
the payment deadlines are missed, Turbine Kreuzberg shall have a claim pursuant to Section 288 II
BGB [German Civil Code] without requiring further warning.
4.2. If the work required to produce the agreed performance extends over a longer period of time,
Turbine Kreuzberg shall invoice the Client monthly part payments for the partial services already
provided. These partial services do not need to be available to the Client in a usable form and may
also be available purely as a working basis for Turbine Kreuzberg.
4.3. In the event of changes to or discontinuation of orders, work and suchlike by the Client and/or
in the event of changes to the requirements for the provision of the work or service, all the costs
incurred by Turbine Kreuzberg therein shall be reimbursed by the Client and the Client shall
release Turbine Kreuzberg of any liabilities in respect of third parties resulting therefrom.
4.4. Should a Client withdraw from the contract prior to start of the project, Turbine Kreuzberg
shall charge the Client 25% of the original, contractually agreed costs volume as a cancellation fee.
4.5. All the prices mentioned in offers and orders and the resulting amounts payable exclude the
statutory applicable value added tax in the respective amount and any third-party costs. These
costs relate in particular to costs for courier services, translations, image licenses, image research,
hosting costs, buy-outs in general, software licenses and licenses in general. The costs of any
required trips shall also be reimbursed separately to Turbine Kreuzberg.
5. Confidentiality obligation
The contractual parties undertake to treat in strict confidence all confidential information that they
may become aware of in connection with the execution of the contract during the entire
contractual relationship as well as after termination thereof and to not disclose same to third
parties or to use same in any other manner.
6. Co-operation of the Client
6.1. The Client shall provide Turbine Kreuzberg all the data and documents required for the
execution of the order without charge. Turbine Kreuzberg shall treat all work documents with care,
protect same from third-party access, use same only for working on the respective project and
return same to the Client after completion of the order or destroy same.
6.2. The Client shall support Turbine Kreuzberg extensively in the execution and implementation
of the agreed project. In particular, the Client undertakes to make available and name a contact
person authorized to make decisions for the entire contractual term.
6.3. If the Client fails to comply with its aforementioned cooperation obligations and if this puts the
execution of the contract/project at risk, the contractor shall notify the Client thereof and provide
the Client with an appropriate deadline by which the cooperation shall be rendered. The Client
shall then without delay and within the deadline ensure that the specific cooperation is effected or
notify the contractor of any reasons the Client may be unable to do so, at least in text form.
6.4. If the aforementioned notification of reasons why cooperation cannot be effected is not
provided to the contractor within the deadline set by the contractor or if the Client finally refuses
the collaboration, any time delays, losses in quality or other defects arising therefrom shall be for
the Client’s account. Additional costs due to a lack of cooperation by the Client may arise already
prior to expiry of the deadline, e.g. due to necessary changes to plans. Turbine Kreuzberg is
entitled to invoice these additional costs.
7. Warranty and liability of Turbine Kreuzberg
7.1. The risk of the legal admissibility of the measures developed and carried out by Turbine
Kreuzberg shall be borne by the Client within the statutory framework. In particular, Turbine
Kreuzberg accepts no liability for project names, terms, identifiers, logos, photos, content in
general and other work protected by copyright developed and/or used for the Client in the context
of the order (jointly and individually referred to as "Work and Services") that violate copyright
laws, ancillary copyright, trademark rights or other third party rights. Likewise, Turbine Kreuzberg
accepts no liability in the context of the legal regulations for the copyright and trademark law
protection or eligibility for registration of the suggestions, proposals, conceptions, drafts, project
names, terms, identifiers, logos, etc. delivered in the context of the order. In addition, Turbine
Kreuzberg accepts no liability for the factual statements regarding products and services of the
Client included in the advertising measures. A legal review of the facts relevant to the liability is, in
principle, not included in the context of the order.
7.2. Turbine Kreuzberg is liable in the event of willful intent, gross negligence, claims in accordance
with the German Product Liability Act as well as in the event of harm to life, body or health in
accordance with the legal regulations. Turbine Kreuzberg does not accept liability for slight
negligence provided that no essential contractual obligation is violated. In these cases, the liability
is limited to the typical and foreseeable damages as well as the amount of the one-off earnings of
Turbine Kreuzberg arising from the respective order. The employees, workers, representatives and
assistants of Turbine Kreuzberg are, likewise, only personally liable in accordance with the
provisions of this liability clause.
7.3. Force majeure events shall entitle Turbine Kreuzberg to postpone the project assigned by the
Client by the duration of the event and an appropriate start-up period. The Client shall not be
entitled to assert damage claims against Turbine Kreuzberg in this respect. This also applies if
appointments and/or events important to the Client cannot be complied with and/or do not occur.
8. Non-solicitation
8.1. Freelance collaborators or third parties used by Turbine Kreuzberg are assistants or vicarious
agents of Turbine Kreuzberg. The Client undertakes to not assign projects to same, directly or
indirectly during the period of the collaboration between the parties and for a period of one year
after completion of the project without involving Turbine Kreuzberg.
8.2. The Client undertakes to not actively entice or employ the employees of Turbine Kreuzberg,
directly or indirectly or by means of third parties, without the permission of Turbine Kreuzberg
during the period of the collaboration between the parties and for a period of one year after
completion of the project.
8.3. The Client undertakes to pay a contractual penalty in the amount of 1.5 times the gross annual
salary of the respective employee or the fee in the event of culpable violation. Any further damage
claims remain unaffected hereby.
9. Work documents and electronic data
All work documents, electronic data and records made by Turbine Kreuzberg whilst completing the
order shall remain with Turbine Kreuzberg. The Client cannot request surrender of these
documents and data. With the payment of the agreed fee, Turbine Kreuzberg owes the agreed
service but not the interim steps in the form of sketches, drafts, production data, etc. leading up to
this result.
10. Duration of contract and Termination
The contract shall come into effect upon signature thereof. It is concluded for the contractual term
as stated in the offer and/or contract. If no specific contractual term is agreed, the contract shall
end by either party giving three months’ notice at the end of a month. The right of immediate
termination for good cause remains unaffected by this provision. The notice of termination shall be
given in writing. If the contract contains elements constituting a contract for work or services, it
shall end upon acceptance of the work or service.
11. Final provisions
11.1. The Client is not entitled to assign claims arising from the contract.
11.2. Any offsetting or assertion of a right of retention by the Client is only permitted with
recognized or legally determined counterclaims.
11.3. The law of the Federal Republic of Germany shall apply. The United Nations Convention on
Contracts for the International Sale of Goods does not apply. The place of performance and place
of jurisdiction shall be Berlin. Any differing terms and conditions of the Client that are inconsistent
with these Terms and Conditions shall also not apply if Turbine Kreuzberg does not expressly
oppose same, individually or in their entirety.
11.3. Should any provisions of these General Terms and Conditions be invalid, in whole or in part,
or should they lose their legal effectiveness at a later point in time, this shall not affect the validity
of the remaining provisions. The ineffective provision shall be replaced by another appropriate
provision that is economically as close as possible to the original intentions of the contractual
parties had they been aware of the ineffectiveness of the provision. The replacement shall be
effected by an amendment to the contract. The same shall apply in the case of a regulatory gap.