These General Terms and Conditions apply to all business relationships between Adnan Zahirovic Digital Management (hereinafter referred to as "Agency") and its clients in the version valid at the time of contract conclusion. Any conflicting General Terms and Conditions of the client are hereby explicitly rejected.

1. Contract Conclusion and Order Processing

a) Contracts with the Agency must be in written form. This also applies to amendments and supplements, including changes to this written form clause itself.

b) Orders, including additional orders and changes to services already commissioned that do not stem from a written offer by the Agency, only become binding upon confirmation by the Agency. Requests for changes or additions from the client will only be implemented by the Agency if they are technically feasible and reasonable for the Agency in terms of technology and economics. It is the client’s responsibility to initiate a contractual amendment to change the scope of services. The additional effort required due to a change or addition to the services must be compensated by the client. This also applies to the examination of whether and under what conditions such changes or additions can be implemented if this exceeds a minor scope.

c) The presentation of the Agency’s services is non-binding. Deviations in the presentation that are reasonable for the client are reserved.

d) If the Agency's services consist of the creation of a work, the client has the right to terminate the contract pursuant to § 648 of the German Civil Code (BGB). For contracts involving the ongoing provision of services, either party may terminate the agreement with six months' notice to the end of a calendar month, unless otherwise agreed. The right to immediate termination for good cause remains unaffected. However, a lack of economic success of the measures proposed and/or implemented by the Agency does not constitute grounds for termination.

e) Unless the client objects in writing, the Agency is entitled to name the client as a reference upon completion of the order and indicate this on its website. The client may revoke this consent at any time without stating reasons.

2. Client’s Obligations to Cooperate

a) The client commits to actively and fully support the Agency in performing its services. In particular, this includes:

• Providing the Agency with all necessary information, documents, materials, access data, and requested content promptly and free of charge in a form suitable for immediate use.
• Granting the Agency and its agents access to relevant systems and facilities (e.g., hardware and software) and maintaining their functionality during the contract period.
• Ensuring regular, sufficient, and proper data backups.
• Ensuring the legal compliance of content such as legal notices, cancellation policies, privacy policies, product descriptions, etc., and adherence to applicable regulations and testing requirements.

b) If the client fails to fulfill their obligations despite being requested to do so, binding deadlines for the contract may be extended appropriately. Further claims by the Agency, particularly for reimbursement of additional costs and the right to withdraw from the contract, remain unaffected.

3. Retention of Ownership and Intellectual Property Rights

a) Until all liabilities arising from the business relationship are fully settled, the services provided by the Agency remain the property of the Agency.

b) The legal rights to the services provided by the Agency, such as concepts, ideas, designs, and their implementation, remain with the Agency unless otherwise agreed. The Agency may use all provided services for other purposes and orders from third parties, provided they do not include personal data of the client. No consent from the client is required.

c) Upon full payment, only the usage rights outlined in the offer and order confirmation are transferred to the client. Any other use of the Agency's services is permitted only with the express consent of the Agency, which may be subject to additional compensation.

d) If the Agency uses stock media during the project, the usage rights for such media remain exclusively with the Agency. The client may not pass on the work results containing such media to third parties for editing, repurposing, or creating derivative products unless explicitly agreed otherwise.

4. Delivery Conditions and Delay

a) Delivery and performance deadlines are only binding if expressly agreed.

b) Non-compliance with binding deadlines due to force majeure or similar circumstances beyond the Agency's control (e.g., strikes, technical failures, internet disruptions, or lack of necessary approvals) or due to lack of client cooperation, change requests, or other client-related issues results in an appropriate extension of the deadlines.

5. License Fees

a) License fees for externally sourced audio, image, or design materials are billed to the client without a surcharge. The license fees listed in the Agency's offers are indicative estimates.

b) If the client continues to use external materials independently (e.g., reprinting or use in other media), they are responsible for settling license fees directly with the rights holder. Failure to do so requires the client to indemnify the Agency against any resulting claims.

6. Prices and Payment Terms

a) All prices are final prices under § 19 of the German VAT Act (UStG) and do not include VAT (Small Business Regulation).

b) If an order is not placed within six weeks of the offer submission, the Agency reserves the right to recalculate the offer upon order placement.

c) The Agency is entitled to request reasonable advance payments and to commence or continue work only after receiving payment.

d) Unless otherwise agreed, the agency will only commission third-party services after receiving payment of a corresponding advance invoice from the client. The invoice amount corresponds to the previously calculated offer items. A final invoice for the actual costs of third-party services will be issued after the receipt of the invoices from the commissioned companies.

e) If a media budget is part of the remuneration owed by the client, this will always be borne by the client. If the required costs amount to €5,000.00 or more, the client is obliged to make an advance payment. Otherwise, there is no entitlement to the timely start of the measures to be financed.

f) Partial services provided by the agency can be invoiced upon completion. Payment of the invoice amount must be made immediately unless otherwise agreed. The payment of a (partial) service is considered as acceptance.

g) The withholding of payments and the offsetting of liabilities with counterclaims by the client are only permissible if the counterclaims have been legally established or are undisputed.

h) In the event of payment default by the client, the agency is entitled, in addition to other legal rights, to a right of retention on its services. This also applies to any necessary access provisions; the agency may impose an access block in the event of default with two partial payments.

7. Complaints and Warranty

a) The client is obliged to examine created works, provided services, and partial services for obvious defects. These must be reported to the agency within 7 days of completion of the service. Defects that become apparent later must also be reported within 7 days of discovery.

b) If the obligation to inspect and report defects is violated, the service is deemed approved concerning the relevant defect unless the agency has fraudulently concealed the defect.

c) In the event of a timely and justified complaint, the agency may choose to either rectify the issue or deliver a replacement. After two unsuccessful attempts at rectification, the client may demand a price reduction or withdraw from the contract.

d) If the client does not declare the overall acceptance of the agreed services immediately after completion, the agency may set a deadline of 4 weeks for such a declaration. If the client does not specify reasons for refusing overall acceptance within this period, the overall acceptance is considered granted.

e) The warranty period is 12 months from the time of overall acceptance. Excluded from this are claims for damages due to injury to life, body, or health and/or claims for damages due to grossly negligent or intentional conduct by the agency.

8. Limitation of Liability

a) The agency is liable for intent or gross negligence by its representatives according to statutory provisions. Otherwise, the agency is liable only for injury to life, body, or health, for culpable breach of essential contractual obligations, or if the agency has fraudulently concealed a defect or provided a guarantee for the quality of the deliverable.

b) If the client independently commissions other service providers for tasks included in the agency's contractual obligations, the agency accepts no responsibility for the functionality of its own performance or for the ability of third parties to build on its preparatory work. The agency is not obliged to support these service providers.

c) The review of legal issues, particularly in the areas of copyright, competition, and trademark law, is not the responsibility of the agency. Therefore, the agency is not liable for the legal admissibility of the content and/or design of its work results. The agency is also not liable for factual claims in the advertising about the client’s products and services. The client is responsible for verifying the advertising measures regarding industry-specific competition regulations and applicable laws.

d) If third parties make claims against the agency, such as cease-and-desist or compensation claims, due to the design and/or content of the work results, the client indemnifies the agency against such liability.

e) The client is responsible for compliance with data protection regulations concerning their customer data. This includes compliance with relevant provisions for the design of their website. The agency ensures that the technical possibilities are in place to allow the client to comply with such provisions, e.g., deleting data.

f) Production tools used to create promotional materials, such as files, printing plates, typesetting data, or photographic materials, will only be stored/archived by the agency upon written instruction from the client. The agency is only liable for their loss in cases of intent or gross negligence.

9. Applicable Law and Jurisdiction

a) The contractual provisions are governed by German law. Unless otherwise agreed, this also applies to contractual relationships with foreign clients.

b) For all disputes arising directly or indirectly from the contractual relationship, the exclusive place of jurisdiction is the court district responsible for the agency, provided the contractual partner is a merchant.

10. Data Protection

a) The name and address of the client, as well as all data required for order processing, are stored in automated files. To the extent necessary for order processing, the agency may also transfer the aforementioned data to affiliated companies and/or third-party companies commissioned for order processing. By placing the order, the client consents to this collection, processing, and use of the data.

b) The client agrees that the published data may also be included in other electronic directories, used for informational purposes, and possibly processed and modified, provided they are related to the concluded contract.

c) The client is aware that content published on the Internet is searchable by search engines such as Google, which store, archive, and sometimes republish such content. The agency is not responsible for such actions, and deletion or non-publication requests must be directed to the search engine operators.

d) If the agency processes personal data on behalf of the client, the following applies:

• The agency will collect, process, and use personal data for the client only within the scope of Art. 6 GDPR, as agreed, or per the client’s instructions. Usage for other purposes is not permitted.
• Upon the client’s instructions, the agency will rectify, delete, or block personal data promptly, at the latest within 5 days, unless such data is stored on a server provided by the agency for contract fulfillment, which the client can access. The client is responsible for ensuring compliance with data protection regulations on such servers.
• If a data subject asserts data protection claims (e.g., access requests), the agency will forward the request to the client without delay.
• The agency observes proper data processing principles and ensures data security measures.

e) The agency may not assert a right of retention on data or documents during or after the contract term, regardless of the reason for contract termination.

11. Final Provisions

The invalidity of individual provisions does not affect the validity of the remaining contract. An invalid clause should, if possible, be replaced by a provision that comes as close as possible to the original intent; if this is not possible, statutory provisions shall apply.