As of: November 7, 2025
(This is the English translation of our General Terms and Conditions for your convenience, only the german version is contractually binding)
1. Contractual basis
1. The contracting parties are exclusively The Digitale GmbH (registered in the commercial register of the Munich Local Court HRB 272048) (hereinafter also referred to as “The Digitale”) and the contractor. Changes to the organizational structure of a contracting party do not affect the validity of concluded contracts. Neither contracting party is authorized to represent the other contracting party.
2. The subject matter of the contract is specified in the respective contract, which refers to these general terms and conditions. Contracts concluded by The Digitale for the procurement of services serve the exchange of services; this does not establish a connection under company law. The contractor provides the services as an independent entrepreneur. The contractor provides its services on its own responsibility, free from instructions regarding the time, place, and manner of performance. An employment relationship is expressly not established. There is no temporary employment; neither party is entitled to issue instructions to the employees of the other party.
3. Individual contractual agreements always take precedence over the general terms and conditions. In the event of contradictions, provisions in special contractual terms and conditions of The Digitale for the procurement of services take precedence over the general terms and conditions, unless the non-application of individual provisions is expressly stipulated; gaps are filled by the respective subordinate provisions.
4. Deviating terms and conditions of the contractor shall not become part of the contract, even if The Digitale remains silent or refers to letters from the contractor containing such terms and conditions, or if an offer is accepted without reservation, services are accepted or used without reservation, or payments are made to the contractor without reservation.
5. The contractual terms and conditions for the procurement of services are intended for contracts with contractors who are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law.
2. Offer documents, conclusion of contract
1. The Digitale reserves all property rights and intellectual property rights, in particular copyrights, to illustrations, drawings, calculations, and other documents that The Digitale makes available or hands over to the contractor. The contractor may not make these documents available to or hand them over to third parties unless The Digitale has given its express prior consent, which must be in writing to be effective. Additional confidentiality obligations remain unaffected.
2. The planning, preparation, and transmission of offers by the contractor shall be at the contractor’s own expense.
3. The contractor shall review the technical documents sent to it by The Digitale, in particular with regard to an operational and functioning system solution, before submitting a binding offer or accepting a binding request from The Digitale to conclude the contract. If the contractor recognizes that these technical documents are insufficient or contradictory in certain respects with regard to feasibility, it shall immediately notify The Digitale of this in writing with a sufficiently detailed description of the problem in good time before submitting its contractual declaration.
4. If the contractor submits a non-binding offer to The Digitale, the order placed by The Digitale (e.g., the sending of the order form signed by The Digitale to the contractor) constitutes a request to conclude a contract. The Digitale shall be bound by this request for 14 calendar days from receipt of the request by the contractor. The contract is concluded when The Digitale receives the contractor’s declaration of acceptance of the application (e.g., the order form countersigned by the contractor or the contractor’s order confirmation). Late acceptance of an application is considered a new application. Acceptance with ext , restrictions, or other changes is considered a rejection combined with a new application.
5. If the contractor submits a binding offer to The Digitale, the contract is concluded upon receipt of the declaration of order placement by The Digitale by the contractor.
3. Content and quality of services
1. The content of the services owed is specified in the respective contract.
2. At the request of The Digitale, the contracting parties shall negotiate an amendment to the contract to change the services.
3. If the contractor undertakes to provide The Digitale with content on a permanent basis in return for payment, the contract shall be governed by sales law (§§ 433 ff. BGB).
4. If the contractor undertakes to deliver movable goods to be manufactured or produced by him in return for payment and to transfer them permanently, the applicable provisions shall be governed by sales law in accordance with § 651 BGB.
5. If the contractor undertakes to create a work for The Digitale in return for payment and to provide this work to The Digitale on a permanent basis in return for payment, the contract shall be governed by the law on contracts for work and services (Sections 631 et seq. BGB). Such services, which are governed by the law on contracts for work and services and therefore also require acceptance by The Digitale, include, for example, the development of software and the creation of content, such as texts, design elements, and graphics.
6. The contractor shall indicate The Digitale’s order number on all shipping documents, delivery notes, service notes, and invoices. If the contractor fails to do so, The Digitale shall not be responsible for any delays in processing that result.
7. The contractor guarantees that the deliveries and/or services comply with all applicable laws, regulations, orders, directives, and other legal norms.
8. The contractor shall only employ personnel who are sufficiently qualified to fulfill their contractual obligations.
4. Use of third parties
1. The involvement of third parties by the CONTRACTOR for the creation of (partial) works always requires the prior written consent of THE DIGITALE. Subcontractors requested by the CONTRACTOR (used for fulfillment) must be identified in the CONTRACTOR’s offer for the respective call-off by THE DIGITALE:
a. with name and status (employee or self-employed),
b. company details (address and type of company), and
c. a brief description of their professional qualifications.
2. In the event of such consent, which is at the sole discretion of THE DIGITALE, the CONTRACTOR shall be responsible for the selection, instruction, commitment, and supervision of such third parties and shall be fully liable to THE DIGITALE for the results of their performance.
3. Approval by THE DIGITALE for subcontracting does not include permission for the subcontractor in question to subcontract further. Each additional level of subcontracting requires the prior written consent of THE DIGITALE (see above). Subcontracts shall be carried out in the CONTRACTOR’s own name and on its own account.
4. The use of subcontractors shall not result in an increase in the remuneration payable by the client (i.e., the CONTRACTOR shall not receive any handling fee). In the event of the use of employees/vicarious agents, the CONTRACTOR warrants that all necessary official approvals (e.g., work permits/residence permits) are available. The CONTRACTOR indemnifies THE DIGITALE against all legal consequences resulting from non-compliance with this requirement.
5. In the case of paragraph 1, the CONTRACTOR shall commission any third parties (hereinafter also referred to as “subcontractors”) in its own name and on its own account.
6. In the case of orders placed with subcontractors, the contractual agreements shall be designed by the CONTRACTOR in such a way that they comply with the statutory provisions (in particular data protection provisions) and the provisions of this agreement, in particular the subcontractors shall be bound at least to the same extent as the CONTRACTOR is bound to THE DIGITALE. The CONTRACTOR is liable to THE DIGITALE for this. In particular, the CONTRACTOR is just as responsible to THE DIGITALE for the timely, high-quality, and professional execution of commissioned external services (including compliance with relevant legal or official requirements) as it is for its own services.
7. The CONTRACTOR is under no circumstances entitled to award external services on behalf of THE DIGITALE or to commit THE DIGITALE to third parties.
8. The CONTRACTOR shall ensure compliance with the statutory provisions of the Minimum Wage Act (MiLoG) by itself and its own subcontractors. In this context, it shall be obliged, among other things, to provide THE DIGITALE with written proof of payment of the minimum wage by itself or its subcontractors upon written request. The CONTRACTOR indemnifies THE DIGITALE against all claims in connection with minimum wage requirements; this also applies to any fines incurred. It further undertakes to inform THE DIGITALE immediately if there is any suspicion that it or one of its subcontractors is in breach of statutory minimum wage requirements.
9. In addition to his own artists’ social security obligations, the CONTRACTOR must also clarify those of the subcontractor employed. Any artists’ social security contributions incurred must be paid by the CONTRACTOR to the KSK. For clarification, in the context of the procurement of external services/use of subcontractors by the contractor, it is pointed out that the contractor must fulfill any deduction obligation arising from the service relationship between him and a subcontractor in accordance with § 50a EStG (German Income Tax Act) as his own obligation.
5. Performance dates, contractual penalty for delay
1. The agreed dates for the performance of services by the contractor (“performance dates”) are binding.
2. In the case of services under a purchase or work delivery contract, the date of handover and, in the case of services under a work contract, the date of provision for acceptance is always a binding performance date.
3. The contractor shall inform The Digitale immediately if circumstances arise or become apparent to it which indicate that an agreed performance date cannot be met.
4. In the event of a delay by the contractor in providing the agreed services, The Digitale shall be entitled to the rights provided for by law.
5. In the event of a delay by the contractor in handing over or making available for acceptance on the agreed performance date, The Digitale shall be entitled to demand a contractual penalty of 0.5% of the net order value per completed week, but not more than 5% of the net order value. The right to assert further claims for damages remains reserved; the contractual penalty shall be offset against such claims. The Digitale undertakes to declare the reservation of the contractual penalty to the contractor within 14 calendar days at the latest, calculated from receipt of the delayed service. The Digitale is entitled to assert the contractual penalty in addition to performance. If The Digitale is entitled to claim damages due to the delay, The Digitale may demand the forfeited penalty as the minimum amount of damages. Further claims and rights remain reserved.
6. Open source software
If the contractor also provides The Digitale with open source software as part of the service provision, it shall inform The Digitale in good time in writing of the software components concerned and the applicable license terms.
7. Procurement of rights
1. Unless the contracting parties agree otherwise, The Digitale shall receive from the contractor a spatially and temporally unlimited, non-exclusive, freely transferable, and freely sublicensable right of use to the extent agreed in the contract. This includes comprehensive use for all media and known and unknown types of use, in particular print, TV, cinema, video, and online/internet, including social media platforms and campaigns and other browser/smartphone applications.
2. The right of use pursuant to paragraph 1 includes, in particular
a. the right to reproduce in any number, temporarily or permanently, in the case of software also by installing, loading into memory, displaying, running, transferring or otherwise storing (e.g. in accordance with Sections 16, 69c No. 1 UrhG) and on any number of devices (e.g., PCs or laptops/notebooks or other mobile devices (such as smartphones (e.g., iPhone), tablet PCs (e.g., iPad)),
b. the right to distribute (in particular through sale, rental, or loan) (e.g., pursuant to Sections 17, 69c No. 3 UrhG),
the right to display, make publicly available, and publicly reproduce (including online use), in particular by transmission or by making available for retrieval or enabling access by means of application service providing or a software-as-a-service model (e.g., pursuant to Sections 15 (2), 19a, 69c No. 4 UrhG),
c. the right to edit the work itself or through third parties (e.g. in accordance with Sections 23, 69c No. 2 UrhG), including reworking, in the case of software, e.g. through translation into other programming languages, adaptations for other software environments (e.g. also operating systems or platforms), extensions or reductions, error correction, and further development, including changes to functionality,
d. the right to use the work for advertising purposes, including in any other media and outside the Internet, in particular for press and other public communication purposes, and
e. the right to exploit the component in any form (including exploitation on mobile data carriers (e.g., CD-ROM, DVD, USB stick, or mobile hard drive) and on mobile devices (e.g., laptops, notebooks, tablet PCs, smartphones, and comparable devices), in particular to distribute the component itself or through third parties, including for commercial purposes, or to integrate it into other products.
The granting of rights also includes partial use and use in connection with other works.
3. If the contracting parties agree, in deviation from paragraph 1, that The Digitale shall receive an exclusive right of use (e.g. to work results such as individual software, website designs and interface programming), the following shall apply: With regard to development tools and open source components used to create custom software, The Digitale shall only receive a non-exclusive right of use, unless expressly agreed otherwise with explicit reference to development tools and/or open source components.
4. A right to use software always extends to both the object code and the source code as well as the documentation and includes, in particular, the right to
a. use the component in development, test, and production environments and
b. exchange parts and/or connect them with other components, and
c. to transfer the component to a service provider or to install it on the service provider’s hardware (e.g., server), to run it, and/or to store it, insofar as this is necessary for data center operations.
At the discretion of The Digitale, the contractor is obliged to hand over the source code:
d. on a removable data carrier (e.g., USB stick) on which the source code of the software is stored, whereby the contracting parties agree in this case that the customer becomes the owner of the removable data carrier upon handover of the removable data carrier to him, or
e. by making it available for download on a server and providing the access data.
5. The Digitale shall receive the right of use irrevocably; mandatory statutory rights of recall shall remain unaffected.
6. The contractor is obliged to ensure that any rights under Sections 12, 13 sentence 2, and 25 of the German Copyright Act (UrhG) and any statutory rights of recall are not asserted.
7. The procurement of the rights of use shall be fully and finally settled with the obligation to pay the contractually agreed remuneration.
8. The above provisions apply accordingly to the procurement of ancillary copyrights under the Copyright Act or rights to databases (Sections 87a et seq. UrhG).
9. The Digitale shall receive the respective right upon transfer, which is equivalent to provision for use, or – if payment for the respective services is made prior to transfer – upon payment for the respective service.
10. If the transfer to The Digitale is to be made under an open source software license, the applicable open source license terms shall apply in deviation from the preceding paragraphs.
11. AI use and transfer of rights: If the CONTRACTOR wishes to use AI systems or generative models (e.g., for text, image, sound, or video production) in the course of providing services, it undertakes to
a. to use only systems whose use is lawful and whose license and terms of use permit commercial use
b. not to knowingly incorporate or reproduce any content protected by copyright, trademark, or personality rights in the creation process,
c. to check the generated content for recognizable legal violations and quality deviations before it is handed over to THE DIGITALE, and
d. inform THE DIGITALE in full about the use, the systems used, and the creation process.
The contractor shall clearly indicate to The Digitale if generative AI systems were used. The contractor shall also be liable for any legal violations based on training data or methods of the systems used. The CONTRACTOR shall be liable for ensuring that the delivered works are, to the best of its knowledge, free of third-party rights and shall indemnify THE DIGITALE upon first request in the event of third-party claims arising from or in connection with the delivered works.
8. Procurement of ownership of items
1. Insofar as the contractor is obliged to transfer ownership of items, the transfer of ownership shall take place at the time of handover of the item or – if acceptance is required by law or agreed by contract – upon acceptance of the respective service.
2. The contractor’s retention of title shall only apply insofar as it has been agreed and relates to The Digitale’s payment obligation for the respective item to which the contractor retains title. In particular, extended or prolonged retention of title is not permitted.
9. Prices
1. The Digitale owes the contractor the remuneration agreed in the respective contract. This is binding. EUR is agreed as the currency. Unless otherwise stated, the price includes the applicable statutory value added tax.
2. The amount of the price is specified in the respective contract. If the amount of remuneration is not expressly agreed, the amount of remuneration shall not exceed the amount of remuneration that the contractor offers to third parties for comparable services (“list price”).
3. If the contractor estimates a price, this price estimate is binding as the upper limit of the remuneration, unless expressly agreed otherwise.
4. If the contractor agrees with The Digitale on remuneration for a service based on time spent, the remuneration shall be calculated on the basis of the time spent by the employees deployed in accordance with the respective contract and the hourly rate agreed for the respective employee; the contractor shall provide evidence of the time spent by means of a list showing the respective employee, their activity, the date of performance, and the time spent. The contractor is entitled to round up or down the time spent in units of 0.25 hours in accordance with § 315 BGB (German Civil Code) in order to simplify billing.
5. The price includes all services and ancillary services, in particular for any transport and delivery “free domicile” including packaging. The contractual establishment of an obligation on the part of The Digitale to return the packaging requires a separate agreement; the contractor’s statutory take-back obligations remain unaffected.
6. The remuneration also fully covers all ancillary costs, including any insurance policies taken out or maintained by the contractor.
7. Any license fees and copyright levies charged in respect of services at the time of performance, in particular levies by GEMA or other collecting societies at local level, are already included in the price and shall be borne by the contractor. If The Digitale is required to pay such fees or charges itself due to mandatory legal regulations in force at the time of performance, the contractor shall reimburse The Digitale for these fees and charges.
8. The Digitale shall not bear any income tax, corporation tax, or similar taxes of the contractor that are related to the conclusion and execution of the respective contract. If withholding taxes are incurred under German or foreign income tax or corporation tax law ( ), The Digitale shall be entitled to retain the minimum tax burden provided for by law from the agreed payments. If, in such a case, withholding taxes can be reduced in whole or in part on the basis of a double taxation agreement, the contractor shall provide The Digitale with any necessary documents or official certificates so that The Digitale can refrain from deducting withholding tax in whole or in part in accordance with the statutory provisions. The Digitale shall support the contractor in this regard in a reasonable manner.
10. Due date, settlement, and payments
1. The contractor’s claim for payment of remuneration shall not become due before the contractor has rendered its services and The Digitale has received a verifiable invoice from the contractor that satisfies the respective VAT requirements.
2. If the parties agree on monthly billing, the contractor shall issue The Digitale with a verifiable invoice that meets the relevant VAT requirements at the end of the calendar month to be billed. In this case, notwithstanding Section 10 (1), the contractor’s claim for payment of remuneration shall not become due before the end of the calendar month being invoiced and The Digitale has received a verifiable invoice from the contractor that meets the respective VAT requirements.
3. The contractor shall provide The Digitale with a bank account to which The Digitale can make payments with discharging effect. Payment by The Digitale shall not be deemed acceptance or acknowledgment that the contractor’s delivery or service has been performed in accordance with the contract. As long as the contractor has not provided The Digitale with a bank account in accordance with sentence 1, The Digitale shall be entitled to withhold payments.
4. In order for The Digitale to be able to verify the invoice, it must contain at least the following information:
a. Name, full address, email address, and telephone number of the contractor
b. Tax number or VAT identification number of the contractor
c. Invoice issue date
d. Unique invoice number
e. Description of the service (type, quantity)
f. Specification of project number, cost type, and cost center (if The Digitale has provided this information to the contractor)
g. Breakdown of services according to tax rates, if different tax rates apply
5. The invoice must be sent to The Digitale as an electronic invoice in PDF format to the email address rechnung@www.the-digitale.com.
6. The contractor shall ensure that the invoice is received by The Digitale by the third working day of the calendar month in which it is due. The Digitale is entitled to make payments invoiced only on one date per calendar month. If the invoice is received later than the date specified in sentence 1, The Digitale is entitled to make the payment in the following calendar month.
7. The Digitale shall be in default with the fulfillment of a payment claim if The Digitale does not make payment within 30 days of the end of the month in which the payment is due. The Digitale shall not be in default as long as the performance is not made due to circumstances for which The Digitale is not responsible.
8. The contractor shall inform The Digitale immediately and without being asked to do so by sending an email to rechnung@www.the-digitale.com if The Digitale has not made a due payment on time.
9. The Digitale shall be entitled to set-off and retention rights to the extent permitted by law.
11. Acceptance by The Digitale
1. Insofar as the contract is governed by the law on contracts for work and services, The Digitale is obliged to accept the service provided in accordance with the contract, unless acceptance is excluded due to the nature of the service.
2. The contractor shall notify The Digitale in writing that the service is ready for acceptance. The Digitale is entitled to review the service within a reasonable period of time.
3. The declaration of acceptance by The Digitale must be in text form to be effective. Mere silence, payment by The Digitale, or mere use by The Digitale are not sufficient for acceptance. Even a “go live” or productive start does not replace acceptance. At the request of The Digitale, the result of the acceptance must also be recorded in writing or in text form.
4. The Digitale is entitled to refuse acceptance if the contractor has not performed or if there are significant defects. If there are only minor defects, The Digitale remains entitled to accept the service and to declare a reservation regarding the defects in the acceptance declaration; the contractor’s obligation to remedy the defects and The Digitale’s further rights due to defects remain unaffected.
5. Partial acceptance shall only take place if this has been expressly agreed. The provisions on acceptance shall apply mutatis mutandis to partial acceptance. Isolated performance assessments do not constitute partial acceptance.
12. Cooperation services provided by The Digitale
1. The Digitale is responsible for providing the contractually agreed and statutory cooperation services to an appropriate extent. The Digitale is entitled to have the cooperation services for which it is responsible performed by third parties.
2. The contractor shall request, coordinate, and integrate the cooperation services of The Digitale in a timely manner and in the planned form. No separate request is required if the date for the provision of a cooperation service has been agreed. If The Digitale fails to fulfill its obligation to provide the cooperation services or fails to do so in a timely manner, the contractor shall notify The Digitale thereof.
13. Tool for collaboration and communication
1. The Digitale is entitled, at its reasonable discretion, to specify a software-based tool as project management software for the contractor for the organization of collaboration and communication (e.g., clickup), provided that the contractor, according to its own information, – even before the conclusion of the contract – or if the tool is common and its use is reasonable for the contractor and if the tool is available free of charge or, otherwise, The Digitale reimburses the contractor for the costs of the license.
2. The contractor shall ensure, at its own expense, that the tool is used in accordance with data protection laws within its area of responsibility.
14. Rights of The Digitale in the event of defects
1. The Digitale is entitled to the statutory rights in the event of defects in the contractor’s services, unless expressly agreed otherwise.
2. In the case of a commercial purchase, The Digitale is responsible for inspecting the goods within a reasonable period of time for any deviations in quality or quantity and, if such deviations are found, for notifying the contractor within a reasonable period of time. The notification is timely if it is made within a period of five (5) working days from receipt of the goods or, in the case of hidden defects, from discovery.
3. In the case of a purchase or a work delivery, The Digitale is in any case entitled to demand that the contractor, at its discretion, remedy the defect or deliver a new item. The right to compensation, in particular compensation in lieu of performance, is expressly reserved.
4. In the case of a purchase or a work delivery, the limitation period for claims due to defects is three years from the transfer of risk. If the statutory limitation period is longer, the longer limitation period shall apply instead.
15. Liability
The liability of the parties is governed by the statutory provisions. A limitation of liability does not apply in cases of intent, gross negligence, or injury to life, limb, or health ( ). In cases of slight negligence, the parties are only liable for breach of essential contractual obligations (cardinal obligations), limited to the foreseeable damage typical for this type of contract.
16. Data protection
1. Both contracting parties shall comply with all applicable data protection regulations when processing personal data, in particular the GDPR, BDSG, and TTDSG.
2. If the contractor processes data on behalf of The Digitale, this shall be done exclusively on the basis of an agreement on order processing in accordance with Art. 28 GDPR and in accordance with documented instructions.
3. The use of subcontractors requires the prior written consent of The Digitale. The contractor shall oblige them to comply with equivalent data protection and security standards.
4. The contractor shall take appropriate technical and organizational measures (Art. 32 GDPR) and shall notify The Digitale immediately, at the latest within 24 hours, of any data breaches or other security-related incidents.
5. Transfers to third countries (Art. 44 ff. GDPR) may only be made with the prior written consent of The Digitale and on the basis of a permissible transfer basis (e.g., adequacy decision or EU standard contractual clauses 2021/914 including additional protective measures).
6. Upon termination of the contract or at the request of The Digitale, the contractor shall delete or return all personal data and data carriers and confirm the deletion, unless there are legal retention obligations to the contrary.
7. These obligations shall continue to apply after the end of the contract; The Digitale may check or have checked compliance with them.
17. Confidentiality
1. The contractor shall treat all confidential information disclosed to it in connection with the establishment or performance of the contract, i.e., trade or business secrets of The Digitale, all information relating to The Digitale’s contractual services where The Digitale’s interest in confidentiality arises from the nature of the information, and information marked by The Digitale as “confidential” or “secret” by The Digitale, during the term of the contract and also after the expiry of the contract term, protect it from disclosure to third parties, and use it only to the extent necessary to achieve the purpose of the respective contract. The disclosure of confidential information within the meaning of this contract is equivalent to making it accessible.
2. The contractor may only make confidential information available to its vicarious agents, e.g. employees and subcontractors, to the extent necessary for the performance of the contract (need-to-know principle) and to the extent that the vicarious agents are bound to secrecy in the same way as under this contract. Such an obligation may also be imposed on the contractor’s employees through their respective employment contracts and supplementary instructions from the contractor to its employees.
3. The confidentiality obligation shall not apply if the confidential information has been released by The Digitale for disclosure to third parties by means of a declaration, which must be in writing to be effective;
a. or was generally known at the time of its disclosure to third parties or subsequently became generally known without the contractor being responsible for this;
b. or after its disclosure by The Digitale, it has been disclosed by a third party in a lawful manner and without restriction in terms of confidentiality or use;
c. or must be disclosed due to a judicial or administrative enforceable order or due to a legal order; the contractor shall notify The Digitale of the disclosure in writing in good time in advance.
4. The Digitale hereby declares its consent to the disclosure of confidential information by the contractor to courts and authorities, insofar as this is necessary to enforce or defend against claims or rights, and to the contractor’s advisors (in particular lawyers, auditors, and tax advisors) who are legally bound to secrecy by virtue of their profession, insofar as this is necessary for the purpose of advising the contractor. rights, and to the Contractor’s advisors (in particular lawyers, auditors, and tax advisors) who are legally bound to secrecy due to their profession, insofar as this is necessary for the advisor to advise the Contractor.
5. The contractor’s statutory confidentiality obligations, in particular the provisions on data protection and in accordance with the agreement on commissioned data processing, remain unaffected.
18. Reference citation
The contractor may not use the existence of its business relationship with The Digitale, the specific content thereof, or any other information obtained by the contractor in the course of performing the contract for advertising purposes without the prior consent of The Digitale, which must be in writing to be effective. The same applies to advertising using the name or logo of The Digitale as a reference customer.
19. Good conduct
During and for five years after the term of the respective contract, the contractor shall not make any negative statements (in writing or verbally) about The Digitale, the companies affiliated with The Digitale in accordance with § 15 ff. AktG (German Stock Corporation Act), or their products and services, and shall avoid any behavior during the aforementioned period that could damage the contractor’s own public image.
20. Information and coordination obligations in special situations
1. The contractor undertakes to notify The Digitale in good time of all important changes affecting its organizational units deployed for The Digitale and to keep any self-disclosure provided up to date.
2. Upon termination of the contract, the conduct towards the press and the PR strategy require the mutual consent of The Digitale and the contractor in order to avoid reports that could damage the business, including those from third parties.
21. Retention of order results
1. The contractor shall store all documents (including digitized documents) (e.g., final artwork, film copies, audio tapes, photos, negatives, data carriers, files, etc.) created in the course of performing the contract free of charge for a period of three years after acceptance of the service. The contractor shall then consult with The Digitale regarding the necessity of further storage.
2. At the request of The Digitale, the contractor shall also arrange for the storage of props purchased by The Digitale with the respective production company. Any storage costs shall be clarified by mutual agreement.
3. Mandatory statutory storage obligations of the contractor (e.g., under the German Fiscal Code or Commercial Code) remain unaffected.
22. Assignability of rights
The contractor is not entitled to assign its rights under the contract to third parties. This does not apply to monetary claims of the contractor, insofar as the contract is a commercial transaction for both contracting parties. Commercial transactions are all transactions of a merchant that belong to his commercial business.
23. General provisions
1. The contract is governed by the laws of the Federal Republic of Germany, excluding any references or cross-references and excluding the UN Convention on Contracts for the International Sale of Goods.
2. The place of jurisdiction for all disputes arising from or in connection with this contract between The Digitale and contractors who are merchants, legal entities under public law or special funds under public law shall be, at The Digitale’s discretion, the respective registered office of the contractor or the respective registered office of The Digitale; for legal action against The Digitale, the respective registered office of The Digitale shall be the exclusive place of jurisdiction. If the contractor is not a merchant, a legal entity under public law, or a special fund under public law, and if they do not have a general place of jurisdiction in the Federal Republic of Germany, or if they move their place of residence or habitual abode outside the Federal Republic of Germany after conclusion of the contract, or if their place of residence or habitual abode is unknown at the time the action is brought, the respective registered office of The Digitale shall be the exclusive place of jurisdiction. Section 689 (2) of the German Code of Civil Procedure (ZPO) remains unaffected by sentences 1, 2, and 3.
3. This contract comprises all agreements made between the contracting parties regarding the subject matter of the contract up to the time of conclusion of the contract. Any previous verbal or written agreements between the contracting parties regarding the subject matter of the contract shall become void upon the contract coming into effect.
4. Amendments or additions to the contract must be made in writing and signed by both contracting parties in order to be valid. This also applies to this written form agreement itself. Deviating individual contractual agreements take precedence.
5. Legally relevant declarations by the contractor to The Digitale must be made in writing to be effective.
6. Insofar as the parties have agreed in this contract or agree in the future that a declaration must be in writing to be valid, telecommunication transmission by fax and, in the case of a contract, the exchange of declarations in writing shall suffice to comply with this requirement. However, § 127 (2) and (3) BGB shall not apply in other respects.
7. If provisions of the contract are wholly or partially invalid or unenforceable, the remainder of the contract shall remain valid. The invalid or unenforceable provision shall be replaced by a legally permissible provision that comes closest to what the contracting parties intended according to the origin, meaning, and purpose of the invalid or unenforceable provision. This also applies to any loopholes in the provisions.