GTC Business Relationships

§ 1 Scope and General Provisions

Exclusive Application in B2B Relationships

These General Terms and Conditions (“GTC”) apply to all contracts between KB&B - Family Marketing Experts GmbH & Co. KG (hereinafter “KB&B”) and its clients (hereinafter “Contractual Partner”). Contracts with consumers within the meaning of § 13 of the German Civil Code (BGB) are excluded. These GTC apply exclusively to entrepreneurs within the meaning of § 14 BGB (B2B).

Application to Future Contracts

These GTC shall also apply to all future contracts with the same Contractual Partner without KB&B having to refer to them again in each individual case. Deviating, conflicting, or supplementary GTC of the Contractual Partner shall not become part of the contract unless KB&B expressly agrees to their application in text form.

Availability

The Contractual Partner is informed that these GTC can be viewed and downloaded at any time on KB&B’s website.

Meeting Minutes

Meeting minutes are binding unless the Contractual Partner objects in text form within 5 working days. Minutes sent by email are deemed received on the next working day after dispatch.

Text Form

Legally relevant declarations and notices by the Contractual Partner (e.g. setting of deadlines, notice of defects, withdrawal, or reduction of price) require text form. Electronic signatures are equivalent to declarations in text form. Qualified electronic signatures (QES) pursuant to Regulation (EU) No 910/2014 (eIDAS) as well as advanced signatures created via recognised signature services (e.g. DocuSign, Adobe Sign) satisfy any written form requirements between the parties.

Amendments to These GTC

Amendments to these GTC require the express consent of the Contractual Partner in text form. Deemed consent by silence is excluded. KB&B may announce changes with a notice period of 30 days in text form. If the Contractual Partner objects in due time, the existing terms shall continue to apply; both parties are entitled to terminate an existing framework agreement with 4 weeks’ notice to the end of a calendar month.

§ 2 Services of KB&B

Scope of Services

KB&B provides consulting, conceptual, and executive services in the field of children’s and family marketing. This includes in particular the development of advertising and communication strategies as well as their implementation (e.g. design, content creation, technical implementation). Event management services are not offered.

Service Agreement or Contract for Work / Acceptance Procedure

Where individual services owe a specific result (e.g. releasable advertising materials, software modules), these are governed by contract for work law (§§ 631 et seq. BGB); purely advisory or conceptual activities are subject to service contract law (§§ 611 et seq. BGB). The applicable contract type follows from the service description.

For work contracts, KB&B notifies the Contractual Partner of readiness for acceptance. The Contractual Partner accepts within 10 working days or raises any defects in text form within this period, specifically identifying each defect. If no acceptance occurs within this period and no material defect exists, the service is deemed accepted (§ 640 BGB).

Concepts and Design

Conceptual and design proposals are provided for a fee. Templates and drafts are only binding once their feasibility has been confirmed in text form.

Use of Third Parties (Subcontractors)

KB&B is entitled to engage carefully selected third parties (subcontractors).

Obligations of the Contractual Partner to Cooperate

The Contractual Partner shall provide all information, data, and documents required for the performance of services in a timely, complete, and appropriate manner. Delays caused by insufficient cooperation shall extend agreed deadlines accordingly; additional costs incurred may be charged separately by KB&B. The Contractual Partner warrants that it holds all necessary rights in all materials provided (e.g. texts, images, videos, trademarks, logos) and that no third-party rights are infringed; it indemnifies KB&B against any third-party claims in this regard.

Deadlines and Timescales

Binding performance deadlines are expressly designated as such. In the event of service unavailability or delays due to force majeure or other unforeseen events, deadlines shall be extended appropriately.

Special Requirements in Children’s and Family Marketing

Advertising measures targeting children and young people must comply with specific statutory requirements (in particular the Act Against Unfair Competition (UWG), youth protection regulations, and the prohibition of manipulative practices towards minors under Art. 5 of Regulation (EU) 2024/1689 - AI Act). KB&B advises on these matters to the best of its knowledge. Legal responsibility for content lies with the Contractual Partner unless expressly agreed otherwise.

Accessibility (BFSG / European Accessibility Act)

Requirements of the German Accessibility Reinforcement Act (BFSG) and associated ordinances (BFSGV), as well as the European Accessibility Act (Directive (EU) 2019/882), only form part of the contract if expressly commissioned in text form and included in the scope of services. The assessment of whether and to what extent the Contractual Partner is itself subject to BFSG obligations, as well as the final conformity declaration, remain solely with the Contractual Partner. KB&B shall not be liable for the BFSG conformity of services whose accessible implementation has not been expressly commissioned.

§ 3 Remuneration and Payment Terms

Remuneration Models

Remuneration may be agreed as a fixed price, retainer, or time-based fee. The applicable model is determined by the offer or written agreement.

Prices and Due Dates

All prices are quoted exclusive of applicable VAT. Invoices are due net immediately upon receipt unless otherwise agreed.

Payment Schedule for Projects from EUR 10,000 net

For an order volume of EUR 10,000 net or more, invoicing shall, unless expressly agreed otherwise, be made in three equal instalments of 33.33 % each of the agreed net order value: (i) 1st instalment upon project start following mutual order confirmation, (ii) 2nd instalment upon reaching the agreed project mid-milestone or, if no such milestone is defined, after half of the planned project duration has elapsed, (iii) 3rd instalment upon acceptance or completion of the service. Any residual amount (0.01 %) shall be settled with the final instalment. Each invoice is due net within 14 days of the invoice date. Commencement of services is subject to receipt of the 1st instalment; if payment is delayed, agreed deadlines shall be postponed accordingly. Additional or change services commissioned by the Contractual Partner as well as pass-through third-party costs shall be invoiced separately and promptly.

Default in Payment

In the event of default in payment, KB&B may charge default interest at a rate of 9 percentage points above the applicable base interest rate per annum. KB&B may additionally claim the statutory flat-rate default fee pursuant to § 288 para. 5 BGB (EUR 40). KB&B may charge a reasonable flat fee for payment reminders; the Contractual Partner reserves the right to prove a lower actual loss. Any further collection and legal enforcement costs demonstrably incurred shall be borne by the Contractual Partner.

Set-off and Right of Retention

The Contractual Partner may only set off claims against KB&B with counterclaims that are undisputed or have been finally established by a court. A right of retention may only be exercised where the counterclaim arises from the same contractual relationship and is undisputed or has been finally established by a court.

§ 4 Warranties and Liability

No Warranty for Advertising Effectiveness

KB&B does not warrant the commercial or advertising effectiveness of its services.

Notice of Defects and Limitation Period

The Contractual Partner must inspect services promptly upon delivery or acceptance and notify KB&B of any apparent defects in text form within 7 days. The limitation period for warranty claims is 12 months from acceptance, to the extent permitted by law. This shortened limitation period does not apply in cases of intent, gross negligence, injury to life, body, or health, or mandatory statutory liability.

Liability Principles and Vicarious Agents

KB&B is liable for its own negligence and for that of its legal representatives and vicarious agents in accordance with this § 4 and applicable statutory provisions (§ 278 BGB). In cases of slight negligence, KB&B shall only be liable for breach of material contractual obligations (cardinal obligations) and only for the typically foreseeable damage. KB&B shall always be fully liable for damages resulting from injury to life, body, or health. Any further liability is excluded to the extent permitted by law.

Cap on Liability

To the extent liability may be limited in amount under the foregoing provisions, it is capped per event of damage at the net order value of the relevant individual assignment, but in any case at a maximum of EUR 5,000,000 per event of damage and EUR 10,000,000 per calendar year. The coverage limits of KB&B’s commercial general and financial-loss liability insurance apply. Liability for intent, gross negligence, claims under the German Product Liability Act, fraudulently concealed defects, express warranties, and damages arising from injury to life, body, or health remains unaffected.

Special Statutory Requirements in Children’s/Family Marketing

KB&B is entitled to refuse content that may violate statutory provisions. Liability for infringements shall not apply where such infringements are based on instructions or materials of the Contractual Partner and KB&B was not aware of and could not have been expected to be aware of the violation.

§ 5 Copyright and Rights of Use

Reservation of Rights

KB&B retains all copyright and rights of use in texts, drafts, layouts, designs, software, and other works created until full payment of the remuneration.

Transfer of Rights

Upon full payment, KB&B grants the Contractual Partner the agreed rights of use to the extent defined in the contract. Where KB&B procures or licenses third-party rights (e.g. stock photos, open-source software, music), these are transferred to the extent possible.

Open Project Files

The release of open project files (e.g. raw data, editable graphic files, source code) is subject to a separate, reasonable fee. Unless otherwise agreed, this fee is typically 30 % of the net order value, but at least the additional effort actually incurred. The Contractual Partner is expressly entitled to prove that a lower amount is appropriate; KB&B is entitled to prove that a higher effort has been incurred.

Data Storage and Archiving

KB&B stores project and production data exclusively for the duration of the project and for 12 months after its completion. After this period, there is no entitlement to retention or re-provision; the Contractual Partner is responsible for securing final work results.

Reference Use

KB&B is entitled to use completed projects as references to a customary extent (including naming of company/logo and project description), at the earliest after go-live and without confidential figures, unless the Contractual Partner grants broader permission. The naming of individual contact persons of the Contractual Partner and the use of personal data (e.g. photographs, quotes) are subject to prior separate consent of the individuals concerned pursuant to Art. 6 (1) (a) GDPR. The Contractual Partner may object to reference use for good cause in text form.

Liability for Unauthorised Use

If the Contractual Partner uses KB&B’s services beyond the contractually agreed scope or sublicenses them without authorisation, it shall be liable for all resulting damages.

Exclusion of AI Training Use, TDM Reservation and Client Use of AI

Unless expressly agreed in writing, any use of services created by KB&B (texts, voices, images, software, or other content) for training, integrating, or processing in AI systems - including text and data mining under § 44b of the German Copyright Act (UrhG) - is excluded. KB&B hereby expressly declares the usage reservation pursuant to § 44b (3) UrhG for all of its own works, databases, and licensed content. This reservation is additionally published in a machine-readable form via recognised protocols (including robots.txt, ai.txt, and the W3C TDM Reservation Protocol) on the domains operated by KB&B. If the Contractual Partner uses AI-generated content or prompts, it warrants their freedom from third-party rights and indemnifies KB&B against all third-party claims.

§ 6 Delivery and Performance

Delivery Periods and Dates

Agreed delivery periods or dates are non-binding unless expressly designated as binding in text form. In the event of an overrun, the Contractual Partner is entitled to withdraw only after written notice and the setting of a reasonable grace period.

Impediments to Performance

Events of force majeure and other circumstances beyond KB&B’s control (e.g. operational disruptions, shortage of energy or materials, transport delays, strikes, official measures, pandemics, or supply delays from upstream suppliers) entitle KB&B to postpone delivery or performance for the duration of the impediment or, where fulfilment has become unreasonable, to withdraw from the contract in whole or in part. Liability for damages arising therefrom is excluded.

Partial Deliveries

KB&B is entitled to make partial deliveries or render partial services where this is appropriate for technical or project management reasons (e.g. sprint or milestone deliveries) and does not unreasonably impair the Contractual Partner’s legitimate interests. Each partial service constitutes an independent service and may be invoiced separately.

Production and Print Orders

For production orders and in particular print orders (e.g. via online printing services), production-related quantity deviations of up to ±10 % may occur. Such deviations are considered industry standard and do not constitute a defect; invoicing is based on the quantity actually delivered at the agreed unit prices. Minor deviations in colour, material, or format caused by the production process and not materially impairing the intended purpose are deemed contractually agreed and are not subject to complaint.

Transfer of Risk

The risk of accidental loss or accidental deterioration passes to the Contractual Partner upon handover to the carrier or, if dispatch is delayed for reasons attributable to the Contractual Partner, upon notification of readiness for dispatch.

Default in Acceptance

If the Contractual Partner fails to accept delivery or performance at the agreed time, KB&B is entitled to store the goods at the Contractual Partner’s risk and expense and to charge any additional costs incurred (e.g. storage, insurance, and transport costs).

§ 7 Validity of Offers and Cancellation

Binding Nature of Offers

Offers made by KB&B are binding for 4 weeks from the date of issue, unless otherwise stated.

Formation of Contract

After the offer period has elapsed, KB&B is no longer bound by the offer. Any deviations require written form.

Cancellation and Project Termination

Cancellation or project termination by the Contractual Partner must be made in text form. KB&B is entitled to invoice all services rendered up to that point. If cancellation occurs less than 10 working days before the commencement of services, KB&B may charge a flat 50 % of the total agreed remuneration as a cancellation fee. The Contractual Partner is expressly entitled to prove that KB&B has suffered a lower loss or has made greater savings as a result of the cancellation. KB&B is entitled to claim a demonstrably higher actual loss. Third-party costs already incurred shall be borne in full by the Contractual Partner.

§ 8 Use of AI Tools by KB&B and the EU AI Act (Regulation (EU) 2024/1689)

Use of AI Tools

KB&B may use AI tools when creating concepts, texts, graphics, software, or other services; such tools are selected on the basis that the provider confirms that customer data is not used for further training. Personal or confidential data will only be processed to the extent unavoidable and in compliance with applicable data protection regulations. AI-generated content is carefully reviewed; an absolute guarantee of freedom from third-party rights cannot be assumed. Liability is governed by § 4.

Roles under the AI Act

When using AI systems in the course of providing services, KB&B generally acts as a deployer within the meaning of Art. 3(4) of Regulation (EU) 2024/1689 (AI Act); the provider of the underlying AI model or system is the respective model or system provider. If KB&B independently develops, materially modifies, or makes AI systems available under its own name on behalf of the Contractual Partner and thereby itself becomes a provider within the meaning of Art. 3(3) AI Act, this shall require an express separate agreement, including an allocation of regulatory duties.

Prohibited Practices (Art. 5 AI Act)

KB&B does not use AI systems that are prohibited under Art. 5 AI Act - in particular, no systems intended for subliminal manipulation, exploitation of vulnerabilities (including of minors), or social scoring. The Contractual Partner warrants that it will not commission KB&B with any activities aimed at such prohibited practices; any corresponding instructions are non-binding on KB&B.

Transparency and Labelling (Art. 50 AI Act)

From 2 August 2026, KB&B will label content generated or materially manipulated by AI systems (in particular synthetic audio, image, video, and text content as well as deepfakes) towards the Contractual Partner in an appropriate manner. The Contractual Partner is obliged to implement any corresponding labelling obligations towards end users (e.g. an “AI-generated” notice upon publication) on its own responsibility and to indemnify KB&B against any third-party claims arising from a failure to label, unless such failure is due to KB&B’s own fault.

AI Literacy (Art. 4 AI Act)

KB&B ensures through internal training that staff involved in the use of AI systems have an adequate level of AI literacy within the meaning of Art. 4 AI Act.

§ 9 Force Majeure

KB&B shall not be liable for delays or failures in the provision of services attributable to force majeure (e.g. natural disasters, strikes, pandemics, governmental orders, or comparable unforeseeable events beyond KB&B's control). In such cases, agreed deadlines shall be extended appropriately. KB&B shall notify the Contractual Partner without undue delay of the occurrence of force majeure.

§ 10 Confidentiality

KB&B undertakes to treat all business-related information received in connection with the engagement as confidential. The confidentiality obligation continues for 3 years beyond the termination of the contract. For trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), confidentiality obligations apply without limitation in time.

§ 11 Data Protection

KB&B processes personal data of the Contractual Partner in compliance with applicable data protection regulations, in particular the GDPR. Where KB&B processes personal data of third parties on behalf of the Contractual Partner (e.g. customer lists, newsletter recipients, research data), the parties shall conclude a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR. The Contractual Partner confirms that it is authorised to transfer the relevant data to KB&B. In the event of data protection incidents within KB&B's area of responsibility that are likely to result in risks to the rights and freedoms of data subjects, KB&B shall inform the Contractual Partner without undue delay, at the latest within 72 hours of becoming aware (Art. 33 GDPR).

§ 12 Final Provisions

Governing Law

These GTC are governed exclusively by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Place of Performance and Jurisdiction

The place of performance and the place of jurisdiction is Hamburg, provided the Contractual Partner is a merchant or does not have a general place of jurisdiction in Germany.

Compliance, Sanctions and Anti-Corruption

Both parties undertake to comply with the applicable anti-corruption laws (including §§ 299 et seq. of the German Criminal Code, the UK Bribery Act, and the US Foreign Corrupt Practices Act) as well as applicable economic and financial sanctions (including EU sanctions lists and OFAC). The Contractual Partner warrants that neither it nor its affiliates are listed on any relevant sanctions list. Where the Contractual Partner is subject to obligations under the German Supply Chain Due Diligence Act (LkSG) or Directive (EU) 2024/1760 (CSDDD), it shall inform KB&B accordingly in due time; KB&B will reasonably support legitimate information requests.

Severability Clause

Should any provision of these GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The parties shall replace the invalid or unenforceable provision by way of validity-preserving reduction with a valid provision that comes closest to the intended economic purpose. The same applies to any gaps in the contract.