Terms and Conditions

1. Subject of the Contract

1.1. The following general terms and conditions apply to all legal transactions conducted by Turbine Kreuzberg GmbH (hereinafter referred to as "Turbine Kreuzberg") with its contractual partners (hereinafter referred to as "Client"). Amendments and additions are made exclusively by the management. Oral agreements or declarations by other persons are only effective if confirmed in writing by the management of Turbine Kreuzberg. No oral side agreements have been made.

1.2. These terms and conditions also apply to all future business relationships with the Client, even if they are not expressly agreed upon again.

1.3. Turbine Kreuzberg provides services in the field of digital strategy consulting and digital brand and product communication, as well as the implementation and realization of software and software components. The detailed description of the services to be provided is derived from the tender documents, briefings, project contracts and their attachments, service descriptions, and specifications (hereinafter individually or collectively referred to as "Documents").

2. Acceptance and Defect Claims

2.1. If an order is subject to the law on contracts for work, acceptance of the work occurs:

(I) Immediately, but no later than 14 days after receipt of a letter from Turbine Kreuzberg or after the work is posted on a project page set up for the Client, on which the Client is requested to accept and readiness for acceptance is signaled. Payment of the unconditional remuneration is equivalent to acceptance. Acceptance cannot be refused due to the presence of minor defects that do not or only insignificantly impair the functionality of the work. Acceptance is also deemed to have occurred as soon as the Client has started using the work.

The effort listed in the offer and/or project contract in the areas of conception, design, and texting/content includes a maximum of one correction loop to implement the requirements defined in the specifications. Correction requests for already accepted concepts and designs are also treated as additional effort after one correction loop and are not covered by the present offer and/or project contract.

Such additional effort, which deviates from the originally calculated service within the project, will be announced in advance and billed as a so-called "Change Request." Turbine Kreuzberg will inform the Client in good time, before the additional costs arise, about such additional effort and the costs of a "Change Request."

2.2. If the Client does not report 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 demonstrably due to faulty work will be remedied by subsequent performance. The Client only has the right to withdraw from the contract after two unsuccessful attempts at subsequent performance. Otherwise, the statutory warranty obligations of the contractor apply.

2.3. Claims arising from warranty rights expire one year from the date of acceptance or partial acceptance of the work.

3. Copyright and Rights of Use

3.1. The Client acquires the rights of use for all works created by Turbine Kreuzberg within the framework of this contract upon full payment of the agreed fee for the contractually agreed duration and scope. Unless otherwise agreed contractually, the Client receives from Turbine Kreuzberg the usage rights necessary to realize the purpose of the contract (online use according to § 19 a UrHG) to the extent they are owned by Turbine Kreuzberg or have been acquired by Turbine Kreuzberg from the rights holder in another manner. Rights to sound carriers, performance, and broadcasting that belong to GEMA or similar organizations are not transferred. Usage rights to works not yet paid for at the end of the contract remain with Turbine Kreuzberg, subject to any other agreement made, and revert to Turbine Kreuzberg in the event of the Client's insolvency. If the Client intends to extend the usage rights regarding individual rights after the termination of the contract, Turbine Kreuzberg will not refuse this within its possibilities. Turbine Kreuzberg may charge a fee for the extension of the usage rights.

3.2. Turbine Kreuzberg may appropriately and customarily sign the products developed by Turbine Kreuzberg and use the order for its own advertising purposes. This signing and advertising use can be excluded by a separate agreement between Turbine Kreuzberg and the Client.

3.3. The Client is not entitled to transfer the usage rights granted to them in whole or in part or to have the rights exercised by third parties. The transfer of granted usage rights to third parties and/or multiple uses are subject to a fee, unless regulated in the first order, and require the consent of Turbine Kreuzberg.

3.4. Turbine Kreuzberg has a right to information regarding the scope of use.

4. Remuneration

4.1. The remuneration agreed in the contract applies. Payments are due within 14 days after invoicing without deduction unless otherwise contractually agreed. If payment deadlines are missed, Turbine Kreuzberg is entitled to a claim pursuant to § 288 II BGB without further notice.

4.2. If the work required to produce the agreed services extends over a longer period, Turbine Kreuzberg will invoice the Client for monthly partial payments for the partial services already provided. These partial services do not need to be available in a usable form for the Client and may also be available purely as a working basis for Turbine Kreuzberg.

4.3. In the event of changes or termination of orders, work, and the like by the Client and/or changes in the prerequisites for service provision, all costs incurred by Turbine Kreuzberg will be reimbursed by the Client, and Turbine Kreuzberg will be released by the Client from any resulting liabilities to third parties.

4.4. If the Client withdraws from an order before the start of the project, Turbine Kreuzberg will charge the Client 25% of the originally contractually agreed cost volume as a cancellation fee.

4.5. All prices mentioned in offers and orders and the resulting amounts payable are exclusive of the statutory value-added tax at the applicable rate and any third-party costs. These include, in particular, costs for courier services, translations, image licenses, image research, hosting costs, buy-outs in general, software licenses, and licenses in general. The costs of necessary trips are also to be reimbursed separately to Turbine Kreuzberg.

5. Confidentiality Obligation

The contractual parties undertake to treat all confidential information that may become known in connection with the execution of the contract strictly confidentially during the entire contractual relationship and after its termination and not to disclose or use it in any other way to third parties.

6. Cooperation of the Client

6.1. The Client provides Turbine Kreuzberg with all data and documents required for the execution of the order free of charge. Turbine Kreuzberg will treat all work documents carefully, protect them from third-party access, use them only for the development of the respective project, and return them to the Client after the completion of the order or destroy them.

6.2. The Client supports Turbine Kreuzberg comprehensively in the execution and implementation of the agreed project(s). In particular, the Client is obliged to provide and name a contact person authorized to make decisions for the entire contract duration.

6.3. If the Client does not comply with their aforementioned cooperation obligations and the execution of the contract/project is thereby endangered, the contractor will inform the Client and set an appropriate deadline within which the cooperation must take place. The Client must then immediately ensure the specified cooperation within the deadline or at least communicate any hindrances in text form.

6.4. If the aforementioned notification of hindrances is not provided within the deadline set by the contractor or if the Client finally refuses cooperation, any resulting time delays, quality losses, or other resulting defects are the responsibility of the Client. Additional costs due to the Client's lack of cooperation may arise even before the deadline expires, e.g., due to necessary replanning. 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 is borne by the Client within the legal framework. Turbine Kreuzberg assumes no liability, in particular, for project names, terms, identifiers, logos, photos, content in general, and other works protected by copyright developed and/or used for the Client within the scope of the order (collectively and individually referred to as "Services") that violate copyrights, ancillary copyrights, trademark rights, or other third-party rights. Turbine Kreuzberg also assumes no liability within the legal provisions for the copyright and trademark protection or registrability of the suggestions, proposals, concepts, drafts, project names, terms, identifiers, logos, etc., delivered within the scope of the order. Furthermore, Turbine Kreuzberg is not liable for factual statements about the Client's products and services contained in the advertising measures. A corresponding legal review of the liability-relevant facts is generally not included in the scope of the order.

7.2. Turbine Kreuzberg is liable in cases of intent, gross negligence, claims under the Product Liability Act, and injuries to life, body, or health according to the statutory provisions. Turbine Kreuzberg is not liable for slight negligence unless an essential contractual obligation is violated. In these cases, liability is limited to typical and foreseeable damages and the amount of the one-time earnings of Turbine Kreuzberg resulting from the respective order. The employees, workers, representatives, and assistants of Turbine Kreuzberg are also personally liable only according to the provisions of this liability clause.

7.3. Events of force majeure entitle Turbine Kreuzberg to postpone the project commissioned by the Client by the duration of the hindrance and an appropriate start-up time. The Client is not entitled to assert claims for damages against Turbine Kreuzberg in this respect. This also applies if appointments and/or events important to the Client cannot be met and/or do not occur.

8. Non-Solicitation and Poaching

8.1. The Client undertakes not to actively solicit or employ Turbine Kreuzberg employees directly or indirectly or through third parties without Turbine Kreuzberg's consent during the collaboration between the parties and for a period of one year after project completion.

8.2. Freelancers or third parties engaged by Turbine Kreuzberg are assistants or agents of Turbine Kreuzberg. The Client undertakes not to commission these freelancers or third parties with projects directly or indirectly without Turbine Kreuzberg's involvement during the collaboration between the parties and for a period of one year after project completion.

8.3. For each case of culpable violation, 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. Further claims for damages remain unaffected.

9. Work Documents and Electronic Data

All work documents, electronic data, and records created by Turbine Kreuzberg in the course of processing the order remain with Turbine Kreuzberg. The Client cannot demand the release of these documents and data. Turbine Kreuzberg owes the agreed service with the payment of the agreed fee, but not the intermediate steps leading to this result in the form of sketches, drafts, production data, etc.

10. Duration of Contract and Termination

The contract comes into effect upon signing. It is concluded for the contract term stated in the offer and/or contract. If no specific contract term is agreed, the contract ends by either party giving three months' notice at the end of a month. The right to immediate termination for good cause remains unaffected by this provision. Termination must be in writing. If the contract contains elements of a work contract, it ends upon acceptance of the work.

11. Final Provisions

11.1. The Client is not entitled to assign claims arising from the contract.

11.2. Offsetting or asserting a right of retention by the Client is only permissible with recognized or legally established counterclaims.

11.3. Turbine Kreuzberg is entitled to engage subcontractors to handle individual contractual obligations.

11.4. The law of the Federal Republic of Germany applies. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. The place of performance and jurisdiction is Berlin. Differing conditions of the Client that contradict these General Terms and Conditions do not apply, even if Turbine Kreuzberg does not expressly object to them, whether individually or in their entirety.

11.5. Should any provision of these General Terms and Conditions be invalid in whole or in part or lose its legal effectiveness at a later date, the validity of the remaining provisions shall not be affected. Instead of the invalid provision, another appropriate provision shall apply by way of contract adjustment, which comes as close as possible to what the contractual parties would have intended if they had known about the invalidity of the regulation. The same applies in the case of a regulatory gap.