Disclaimer: This English version is provided for convenience and does not constitute definitive legal advice. If you plan to use an English-language contract as the sole binding version, it is advisable to have it reviewed by a legal professional qualified in German law and fluent in legal English. Where any ambiguity or discrepancy arises, the German-language version may be deemed controlling unless expressly agreed otherwise.

Status: April 2025

§ 1 Scope and General Provisions

1. B2B Transactions Only
   These General Terms and Conditions (hereinafter “GTC”) apply to all contracts between KB&B – Family Marketing Experts GmbH & Co. KG (hereinafter “KB&B”) and its clients (hereinafter “Client”). No contracts shall be concluded with consumers within the meaning of Section 13 of the German Civil Code (BGB); these GTC apply exclusively to transactions with entrepreneurs as defined by Section 14 BGB (business-to-business).
2. Future Contracts
   These GTC also apply to all future contracts with the same Client, even if KB&B does not expressly refer to them again in each individual case. Any deviating, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract unless KB&B has expressly agreed to them in writing.
3. Availability
   The Client is expressly advised that these GTC can be viewed and downloaded at any time on KB&B’s website.
4. Meeting Minutes
   Meeting minutes shall be deemed binding if the Client does not object thereto in text form (e.g. email, letter, fax) within five (5) working days. If no objection is raised within this period, the content is deemed approved.
5. Text Form
   Legally significant declarations and notifications made by the Client (e.g. setting deadlines, notices of defects, withdrawal or reduction) must be submitted in text form. Electronic signatures shall be deemed equivalent to statements made in text form.
6. Changes to these GTC
   Any amendment to these GTC requires the express consent of the Client in text form. Consent by mere silence is excluded unless the Client is clearly and transparently informed about the proposed change and granted a reasonable period for refusal.

§ 2 Services by KB&B

1. Scope of Services
   KB&B provides consulting, conceptual, and implementation services in the field of (children’s and family) marketing. This includes, but is not limited to, the development of advertising and communication strategies as well as their execution (e.g. design, content creation, technical implementation). Event management services are not offered.
2. Nature of Contract: Service vs. Work Performance
   Insofar as individual services provided by KB&B are aimed at achieving a specific deliverable subject to formal acceptance (e.g. the delivery of definite advertising materials or software) they shall be deemed a work contract within the meaning of Sections 631 et seq. BGB. If the assignment constitutes purely consultative or conceptual tasks, the provisions for service contracts under Sections 611 et seq. BGB shall apply. The respective project or service description clarifies which contractual type is relevant in each instance.
3. Conceptual and Creative Work
   All conceptual and creative proposals made by KB&B are subject to a fee. Drafts and layouts become binding only once KB&B has confirmed their feasibility in text form.
4. Engagement of Third Parties (Subcontractors)
   KB&B is entitled to engage carefully selected third parties (subcontractors) to fulfill its contractual obligations. KB&B is liable for the careful selection and supervision of such third parties but not for their own fault where it falls outside of KB&B’s control.
5. Client’s Duties to Cooperate
   • The Client shall provide KB&B with all documents, information, and data (e.g. briefings, approvals, style guides, logos, images) necessary for the performance of services, in a timely, complete, and appropriate manner. In the event of delays due to the late or incomplete provision of such materials, deadlines shall be extended accordingly. Any additional costs arising therefrom may be charged separately by KB&B.
   • The Client warrants that it holds all requisite rights to the materials it provides (particularly text, images, videos, brands, or logos) and that no third-party rights are infringed. The Client shall fully indemnify and hold KB&B harmless from any third-party claims and reimburse KB&B for any damages or expenses (including reasonable legal costs) arising out of such infringement.
6. Deadlines and Dates
   Binding deadlines for deliverables will be expressly identified as such. In the event of non-availability of services or delays due to force majeure or other unforeseen circumstances (see § 8), deadlines shall be reasonably extended. KB&B will promptly inform the Client of any such delays.
7. Specific Requirements in Children’s and Family Marketing
   KB&B notes that marketing measures targeting children and adolescents are subject to special legal regulations, particularly under the German Act Against Unfair Competition (UWG) and youth protection regulations. KB&B advises the Client to the best of its knowledge. The Client bears ultimate responsibility for the final design and the legal admissibility of the content unless otherwise expressly agreed in writing.

§ 3 Remuneration and Payment Terms

1. Fee Models
   Remuneration may be based on fixed prices (flat rates), retainer agreements, or time-based fees (hourly rates). The respective offer or written agreement shall be definitive.
2. Prices and Due Date
   All prices are net plus the statutory value-added tax (VAT). Unless otherwise agreed, payment is due immediately upon receipt of the invoice.
3. Default of Payment
   If the Client falls into payment default, KB&B is entitled to charge default interest at the rate of nine (9) percentage points above the applicable base interest rate per annum. A processing fee of EUR 10 may be charged for each reminder. Further collection costs demonstrably incurred by KB&B shall also be borne by the Client.

§ 4 Warranty and Liability

1. No Warranty for Advertising Effect
   KB&B provides no guarantee as to the economic or advertising impact of the services rendered.
2. Notice of Defects and Limitation Period
   The Client is obligated to promptly inspect the deliverables or completed works upon receipt or acceptance and to notify KB&B in text form of any apparent defects within seven (7) days. The limitation period for defect claims is twelve (12) months from acceptance, to the extent permitted by law.
3. Liability Principles
   • KB&B’s liability for intentional (willful) misconduct or gross negligence is unlimited.
   • In cases of slight negligence, KB&B shall be liable only for the breach of essential contractual obligations and then limited to the foreseeable damage typical of the contract.
   • KB&B’s liability for damage resulting from injury to life, body, or health remains unlimited and subject to statutory provisions.
   • Any further liability is excluded to the extent legally permissible.
4. Liability for Acts of Third Parties
   KB&B’s liability is limited to the careful selection and supervision of engaged third parties, and not for any fault beyond KB&B’s sphere of control.
5. Legal Requirements in Children’s and Family Marketing
   Where the Client provides KB&B with content or specifications that may contravene statutory regulations (e.g. UWG, youth protection), KB&B is entitled to refuse use of such content. KB&B shall not be liable for any violations arising from the Client’s instructions or materials, provided KB&B was not aware of, and had no reason to be aware of, such violations.

§ 5 Copyright and Usage Rights

1. Retention of Rights
   KB&B reserves all copyrights and usage rights in all texts, drafts, layouts, designs, and other works it creates until the agreed remuneration has been paid in full.
2. Transfer of Rights
   Upon full payment of the agreed remuneration, KB&B grants the Client the usage rights to the contractual deliverables to the extent agreed. Where KB&B obtains or licenses third-party rights (e.g. stock photos, open-source software, music) in the course of its services, such rights shall be transferred to the Client insofar as possible. Any usage beyond the agreed scope requires the express consent of KB&B or the relevant rights holder.
3. Open Project Files
   The release of open project files (e.g. raw data, editable graphic files, source codes) is provided only upon payment of an additional fee amounting to thirty percent (30%) of the order value, unless otherwise expressly agreed.
4. Reference Use
   KB&B is entitled to use and display the created projects for its own reference purposes in a customary manner, unless the Client objects thereto for good cause in text form.
5. Liability for Exceeding Usage Scope
   If the Client uses KB&B’s deliverables beyond the scope agreed (e.g. sublicenses them to third parties), the Client shall be liable for any and all damages incurred thereby.
6. Exclusion of AI Training Usage
   Unless explicitly agreed in writing, any use of KB&B’s deliverables (texts, voices, images, or other content) for the purpose of training, integrating, or processing in artificial intelligence systems (e.g. machine learning, deep learning) is expressly excluded and is not included in the agreed price. Such AI-related usage requires a separate agreement. Any unauthorized feeding or usage of the content in AI systems constitutes an infringement of copyright and may trigger claims for injunctive relief and damages. This also applies to previously provided deliverables unless permission for AI usage has been expressly granted.

§ 6 Validity of Quotations and Cancellation

1. Binding Period of Offers
   Unless otherwise stated in the offer, KB&B’s offers are binding for a period of four (4) weeks from the date of issuance.
2. Conclusion of Contract
   After expiry of the validity period, KB&B is no longer bound by the offer. Individual deviations require written form.
3. Cancellation and Project Termination
   Any cancellation or termination by the Client must be made in writing. KB&B is entitled to invoice for the services rendered up to that point. If the cancellation occurs less than ten (10) working days before the commencement of services, KB&B is entitled to charge fifty percent (50%) of the agreed total remuneration as a cancellation fee. Any third-party costs already incurred will be charged in full to the Client.

§ 7 Use of AI Tools by KB&B

1. General Principle
   KB&B reserves the right to employ artificial intelligence (AI) tools (e.g. ChatGPT, Claude, Midjourney) to produce concepts, texts, graphics, or other deliverables, based on the provider’s assurance that such tools do not use the input data for further training.
2. Handling of Confidential or Personal Data
   KB&B endeavors not to enter confidential or personal data into AI systems unless unavoidable. Where the processing of personal data is nonetheless required, KB&B undertakes to comply with applicable data protection regulations and, if necessary, conclude a separate data processing agreement (Auftragsverarbeitungsvereinbarung) with the Client (see § 10).
3. Limitation of Liability
   KB&B reviews AI-generated content to the best of its knowledge; however, KB&B cannot guarantee that the resulting texts or images are entirely free from legal infringements (e.g. third-party copyrights or personal rights). The Client is obliged to conduct a final review of deliverables. Further liability on the part of KB&B is limited in accordance with § 4.

§ 8 Force Majeure

KB&B shall not be liable for delays or failures in performance resulting from force majeure (e.g. natural disasters, strikes, pandemics, official decrees, or other unforeseeable events not attributable to KB&B). In such cases, agreed deadlines shall be extended appropriately. KB&B will inform the Client promptly of the occurrence of force majeure.

§ 9 Confidentiality

KB&B undertakes to treat all business-related information obtained in connection with the contract as confidential. This duty of confidentiality continues for a period of three (3) years beyond the end of the contract. Confidential information means all non-public information that can be attributed to the Client.

§ 10 Data Protection

1. General Obligations
   KB&B processes personal data of the Client in compliance with the applicable data protection laws, in particular the EU General Data Protection Regulation (GDPR).
2. Data Processing Agreement
   Insofar as KB&B processes personal data of third parties on behalf of the Client (e.g. customer lists, newsletter recipients, research data), the parties shall conclude a data processing agreement (DPA) pursuant to Article 28 GDPR. The Client confirms that it is entitled to transfer the relevant data to KB&B.
3. Privacy Policy
   Further information on the processing of personal data can be found in KB&B’s privacy policy, available on its website.

§ 11 Final Provisions

1. Applicable Law
   These GTC and all related contracts shall be governed exclusively by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. Place of Performance and Jurisdiction
   The place of performance and jurisdiction is Hamburg, provided the Client is a merchant (Kaufmann) or has no general place of jurisdiction in Germany.
3. Severability
   Should any provision of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In lieu of the invalid provision, the statutory provision shall apply, or one that most closely approximates the economic intent of the parties.

© KB&B – Family Marketing Experts GmbH & Co. KG, Hamburg