General Terms and Conditions (GTC) of Studio GOOD digital GmbH

Area: Client Commissioning | Status: June 2026

1. GENERAL & SCOPE OF APPLICATION

1.1 The following General Terms and Conditions ("GTC") apply to all consulting, conception and implementation services, in particular in the areas of exhibition design, motion design, web design, screen design, interface design, corporate publishing, communication design, software programming, brand and corporate design, mobile applications, social media as well as information design, with which Studio GOOD digital GmbH, business address: Planufer 92d, 10967 Berlin (hereinafter "Studio GOOD"), is commissioned.

1.2 These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law or special funds under public law (hereinafter "Client").

1.3 The GTC of Studio GOOD apply exclusively. Conflicting terms and conditions of the Client or third parties or terms and conditions deviating from these GTC are not recognised unless Studio GOOD expressly agrees to their validity in writing. These GTC also apply exclusively if Studio GOOD performs the service without reservation in the knowledge of conflicting or deviating terms and conditions of the Client. The formal reference to the Client's own terms and conditions is hereby expressly contradicted.

1.4 All agreements with the Client that are made for the purpose of executing the respective contract shall be recorded in writing or in text form in the contractual documents.

1.5 These GTC in their respective version shall also apply as a framework agreement for all future transactions and contracts for deliveries and services with the same Client, without Studio GOOD having to refer to them again in individual cases.

2. OFFER, SUBJECT MATTER OF THE CONTRACT & PITCH PROTECTION

2.1 If Studio GOOD has declared an offer to the Client that is expressly designated as binding, Studio GOOD is bound by this offer for a period of 14 days from the date of issue, unless a different period is specified in the offer.

2.2 Unless otherwise agreed, the services shall be provided on the basis of the conception or briefing to be submitted in advance by the Client. This correctly, completely and conclusively describes the scope of services to be provided.

2.3 If client briefings or meeting results are reproduced in writing by Studio GOOD using minutes (e.g. status reports, replay emails), these are considered the correct and exclusive basis for information and work after submission to the Client, unless the Client contradicts the correctness of the minutes immediately, but no later than within two (2) working days after receipt of the minutes, in writing or in text form.

2.4 Digitally created layouts and work results are handed over as PDF files or in another agreed closed format. If the Client requests the delivery of open files (e.g. in Keynote, Photoshop, Figma, source codes, etc.), this must be agreed separately and remunerated additionally.

2.5 Studio GOOD is entitled to have services performed by subcontractors or freelancers (third-party agents) within the scope of the orders placed.

2.6 Presentation and Pitch Protection: All ideas, concepts, strategies and designs presented by Studio GOOD in the context of presentations, pitches or offers remain the intellectual property of Studio GOOD. Use, disclosure, reproduction or exploitation by the Client - even in modified form - is prohibited without express contractual agreement and remuneration. If no order is placed, all documents and data provided to the Client must be completely deleted or returned to Studio GOOD without delay.

3. APPROVAL & CHANGE OF COMMISSION (CHANGE REQUEST)

3.1 If drafts, intermediate steps or concepts are to be created as part of the order placement, these will be left to the Client for review. The Client is granted a review period of seven (7) working days. The Client must declare approval within this period in writing or in text form. With the approval, the draft or concept becomes the binding basis for the further service phases. Approval is deemed to have been declared if the Client does not raise any written objections after the review period has expired.

3.2 If the Client wishes to change or expand components of the order or the scope of services after the order has been placed (Change Request), Studio GOOD will review the change request. The Client has no legal right to the implementation of changes to services.

3.3 If the execution of the desired change is possible within the scope of the capacities and the agreed service time and is reasonable for Studio GOOD, Studio GOOD will submit a binding offer to the Client for the resulting additional effort and any postponement of deadlines. The Client can accept this offer within two (2) working days. If the offer is rejected or not accepted in due time, the service will be continued unchanged on the basis of the original contract. During the ongoing change process, agreed service deadlines are automatically extended by the period of review and negotiation of the change request.

4. TIME OF PERFORMANCE & DEFAULT

4.1 Deadlines and dates for deliveries and services are only deemed to have been bindingly agreed if they have been expressly confirmed as binding by Studio GOOD in writing.

4.2 Compliance with the performance obligations requires the timely, proper and complete fulfillment of all cooperation obligations of the Client.

4.3 Agreed delivery and performance periods are automatically extended by the period in which Studio GOOD is prevented from performing the service by circumstances for which Studio GOOD is not responsible (e.g. force majeure, strikes, official orders, disruptions in the area of subcontractors). The same applies to the period in which Studio GOOD is waiting for required information, approvals or cooperative actions of the Client.

4.4 If Studio GOOD defaults on performance, Studio GOOD is liable in accordance with the statutory provisions, provided the default is based on intent or gross negligence. In the event of simple negligence, Studio GOOD's liability for delay in performance is limited to typical, foreseeable damage.

5. CLIENT'S DUTIES TO COOPERATE & INDEMNIFICATION

5.1 The Client shall provide Studio GOOD with all documents, data and information required for the execution of the order without delay, free of charge and completely. Basic material required for the execution of the contract (e.g. data, moving and unmoving images, illustrations, graphics, logos, proofread texts) must be handed over by the Client in digitized form in the agreed formats. If the material is handed over in a different form, the resulting additional effort will be charged separately.

5.2 The Client must designate a qualified, named contact person for the duration of the project. This person must be authorized to make binding decisions regarding all project matters and to make or receive declarations.

5.3 If the Client fails to comply with their cooperation obligations despite a warning and the setting of a reasonable deadline, Studio GOOD is entitled to extraordinarily terminate the contract. In this case, the Client remains fully obliged to pay the agreed remuneration minus any saved expenses.

5.4 Third-party rights & indemnification: The Client guarantees that all materials and content provided by them are free of third-party rights and that their contractual use does not violate copyright, trademark, competition or other statutory provisions. The Client fully indemnifies Studio GOOD from all claims of third parties due to such rights violations upon first request. The indemnification obligation also includes the costs of an appropriate legal defense of Studio GOOD. Studio GOOD is not obliged in any project phase to check the information or materials provided by the Client for their legality or suitability.

6. ACCEPTANCE AND WARRANTY FOR DEFECTS

6.1 After completion of the agreed services, Studio GOOD provides the Client with the service results in electronic form (e.g. via download link or test environment) and requests the Client to accept them. The Client is obliged to check the services within seven (7) working days after receipt of the request and to declare acceptance.

6.2 Fiction of acceptance: The services of Studio GOOD are considered to have been accepted free of defects if the Client does not report concrete, essential defects in writing or in text form within a period of seven (7) working days after provision and request for acceptance.

6.3 Acceptance cannot be refused due to minor defects. Defects must be reported to Studio GOOD immediately in writing with a precise description; the Client must grant Studio GOOD a reasonable period for subsequent performance (remedy of defects).

6.4 Studio GOOD has the right and the obligation to rectify defects. Studio GOOD must be granted at least two rights to rectify the same defect within a reasonable period. The Client's right to self-performance or reduction is excluded, unless Studio GOOD has finally refused rectification or it has failed.

6.5 When programming services (websites, apps, etc.) are accepted, Studio GOOD does not owe an operating manual or development documentation, unless this has been expressly agreed in writing in advance.

6.6 The warranty period is twelve (12) months from the time of acceptance or the occurrence of the fiction of acceptance.

7. PRICES, PAYMENT TERMS & ADVANCE PAYMENTS

7.1 All prices are net prices in Euro and are exclusive of the applicable statutory value added tax.

7.2 The prices apply only to the respective individual order. Necessary third-party costs (e.g. printing costs, hosting), courier, travel and accommodation costs are not included in the agency fees and will be charged separately to the Client against proof, unless otherwise agreed.

7.3 Invoices from Studio GOOD are due for payment immediately upon invoicing without any deduction. Payments are always credited to the oldest outstanding claim.

7.4 Advance payments (liquidity protection): Studio GOOD is entitled to invoice appropriate advance payments or advances for self-contained project phases or according to project progress. Unless a different payment plan is agreed in the individual order, the following staggering applies as standard:

8. RIGHTS OF USE AND EXPLOITATION & RIGHT OF REFERENCE

8.1 Upon full payment of all outstanding claims from the respective order, Studio GOOD grants the Client the spatially, temporally and materially unrestricted, simple and irrevocable right to use the contractual work results for the contractually agreed purpose. In particular, the Client is entitled to reproduce, distribute and publicly reproduce the final work results.

8.2 The granting of rights according to point 8.1 is subject to the condition precedent of full and complete fulfillment of all payment obligations of the Client from the respective commission. Use prior to full payment is not permitted to the Client.

8.3 Extended right of reference (opt-out): Studio GOOD is entitled to retain a copy of the work results for archiving purposes and to use the services provided (including logos, project names and images) without temporal and spatial restrictions as a reference project in the context of self-promotion (e.g. on the agency website, in social media, portfolios or at pitches) and to name the Client. This also applies if the Client has been granted exclusive rights of use. An exclusion of this right of reference requires an express written agreement when the order is placed or presupposes that the Client objects to the use in writing in advance for a good cause.

8.4 To the extent that copyrightable works or partial services are developed as part of the services, Studio GOOD is entitled to authorship attribution. Studio GOOD is entitled to attach a standard market copyright notice (e.g. in the footer of websites or in the imprint), which the Client may not remove upon publication.

9. LIABILITY

9.1 Studio GOOD is unrestrictedly liable for damages claims of the Client resulting from injury to life, body, health or from intentional or grossly negligent breach of duty by Studio GOOD, its legal representatives or vicarious agents.

9.2 For damages resulting from a simple negligent breach of essential contractual obligations (cardinal obligations), Studio GOOD is liable only to the extent of typical, foreseeable damage. Essential contractual obligations are those whose fulfillment is essential for the proper execution of the contract and upon which the Client may regularly rely.

9.3 Liability for simple negligence in the breach of non-essential contractual obligations as well as liability for lost profits, lost savings or indirect consequential damages of the Client is excluded.

9.4 The limitations of liability apply to the same extent in favor of the legal representatives, employees and vicarious agents of Studio GOOD, provided claims are asserted directly against them.

9.5 Liability under the Product Liability Act remains unaffected by these regulations.

10. TERMINATION

10.1 The respective contractual relationship begins with the conclusion of the contract and ends with the provision of the owed services or with the acceptance of the services. The right to ordinary termination during the contract term is excluded for both parties. The regulation of § 648 sentence 1 BGB (free termination by the ordering party) is hereby expressly waived.

10.2 The right of both parties to extraordinary termination for a good cause remains unaffected.

10.3 If the contract is terminated for a good cause for which the Client is responsible, or if the Client unjustifiably cancels the project, Studio GOOD retains the full remuneration claim for the services already provided as well as a claim to 100% of the fee for the services not yet provided, less a flat-rate for saved expenses of 5%. The parties reserve the right to prove higher or lower saved expenses. Otherwise, § 648 sentence 2 BGB applies accordingly.

11. RETENTION OF TITLE

11.1 The order results and physical objects delivered by Studio GOOD remain the property of Studio GOOD until full payment of all outstanding or future claims arising from the business relationship with the Client.

11.2 In the case of a current account, the retained property serves as security for Studio GOOD's respective balance claim.

12. CONFIDENTIALITY

12.1 The contracting parties commit to keeping strictly confidential all information, trade secrets and documents received or becoming known to them in the course of the contract's execution from the respective other contracting party and designated or recognizable as confidential, even beyond the end of the contract.

12.2 The contracting parties shall store and secure these items and data in such a way that misuse or access by unauthorized third parties is excluded.

13. SET-OFF AND RIGHTS OF RETENTION

13.1 Until the agreed remuneration has been fully paid, Studio GOOD is entitled to retain all data, source codes and documents provided by the Client within the scope of statutory provisions.

13.2 The Client is only entitled to set-off with counterclaims if their counterclaims have been legally established, are undisputed or have been recognized in writing by Studio GOOD. This restriction does not apply to counterclaims of the Client arising from the same contractual relationship and in a reciprocal relationship (synallagma) to the main claim. The same conditions apply to the assertion of rights of retention by the Client.

14. MISCELLANEOUS & FINAL PROVISIONS

14.1 To the extent that the requirement of written form is agreed in these GTC, this is also met by e-mail or fax (text form), provided that receipt can be proven. Expressly excluded from this are terminations as well as changes or additions to these GTC themselves, which always require the strict written form in accordance with § 126 BGB (handwritten signature or qualified electronic signature).

14.2 Changes and additions to the contract must be in writing to be effective. This also applies to the waiver of this written form requirement itself.

14.3 The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

14.4 The place of fulfillment for all deliveries and services is the business headquarters of Studio GOOD in Berlin.

14.5 As far as legally permissible, Berlin is agreed upon as the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship. However, Studio GOOD remains entitled to sue the Client at their general place of business.

14.6 Should individual provisions of this contract or these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, the parties agree on a provision that comes closest to the economically intended purpose in a legally permissible manner.