General Terms and Conditions - MontuaPartner Communications

Version March 2026

Scope of Application
1. These General Terms and Conditions (hereinafter “GTC”) of MontuaPartner Communications GmbH, Grillparzerstraße 17, 22085 Hamburg, Germany (hereinafter the “Consultancy”), apply to all contracts for services in the fields of marketing, creation, concept development and communications consulting entered into by the Consultancy with companies, legal entities under public law or special funds under public law (each hereinafter the “Client”). These GTC apply exclusively to entrepreneurial clients within the meaning of section 14 of the German Civil Code (BGB). Consumers within the meaning of section 13 BGB are excluded.
2. These GTC shall also apply to all future services provided by the Consultancy to the Client, without the need for any renewed reference.
3. Any conflicting or deviating general terms and conditions of the Client shall not form part of the contract unless the Consultancy has expressly agreed to their applicability in writing. This shall also apply if the Consultancy renders services without reservation despite being aware of such deviating terms.
Priority of Individual Agreements
1. Individual contractual agreements, in particular service descriptions, fee agreements and separate agreements contained in offers or order confirmations, shall take precedence over these GTC in accordance with section 305b BGB.
2. Oral ancillary agreements, amendments or supplements to the contract shall only be effective if made in writing or in text form (email suffices). This also applies to any waiver of this formal requirement itself.
Conclusion of Contract and Offer Validity
1. Offers issued by the Consultancy are non-binding and subject to change unless expressly designated as binding. Binding offers shall be valid for a period of four (4) weeks from the date of dispatch, unless a different period is specified in the offer.
2. The contract shall be concluded upon written or text-form order confirmation by the Consultancy or upon commencement of service provision. Orders placed by the Client shall be deemed acceptance of the Consultancy’s offer.
3. If the Consultancy’s order confirmation deviates from the Client’s order, the order confirmation shall constitute a new offer. In this case, the contract shall only be concluded upon the Client’s express acceptance.
Scope of Services and Changes
1. The scope of services owed shall be determined exclusively by the respective written offer issued by the Consultancy and any individual agreements signed by both parties. Service descriptions contained therein are final.
2. Any changes, extensions or additions to the agreed scope of services (change requests) must be agreed in writing or in text form and shall be commissioned and remunerated separately. The Client has no entitlement to the implementation of change requests within an ongoing assignment.
3. The Consultancy is entitled to determine the manner and method of service provision at its own professional discretion, provided that the result corresponds to the agreed project objective. Creative decisions fall within the granted scope of discretion and are at the Consultancy’s discretion.
4. The Consultancy does not owe any specific economic success (e.g. specific reach, conversion rates or increases in turnover) unless expressly agreed separately in writing.
Client’s Duties of Cooperation
1. The Client is obliged to provide the Consultancy with all information, materials, access data and approvals required for the performance of the assignment in a timely manner, in full and in a usable format.
2. Approvals of drafts, concepts or completed services must be granted within ten (10) working days. If no response is received within this period, the service shall be deemed approved. The Consultancy shall notify the Client once by email prior to the expiry of the deadline of the impending deemed approval.
3. Unless otherwise stated in the offer, included revision rounds are limited to two (2) revision cycles per service unit. Any additional revisions shall be charged based on effort at the agreed hourly rate or, failing that, at the Consultancy’s standard hourly rate applicable at the time of service provision.
4. If the Client fails to comply with its cooperation obligations despite written reminder, the Consultancy shall be entitled to invoice any additional expenses incurred as a result. The Consultancy’s obligation to perform within agreed deadlines shall be suspended for the duration of the delay.
Remuneration
1. Remuneration shall be governed by the respective offer. All prices are exclusive of statutory value-added tax applicable at the time of invoicing, unless expressly stated as gross prices.
2. For fixed-price projects, remuneration shall be due upon acceptance. If a project lasts longer than two (2) months, the Consultancy is entitled to issue monthly interim invoices in line with project progress
3. For retainer or monthly flat-fee agreements, remuneration is due monthly in advance by the fifth (5th) working day of the respective month.
4. For time-and-material billing, hours worked shall be invoiced monthly. The Consultancy is entitled to round up working time in units of 15 minutes.
5. All third-party services, external costs and expenses (in particular licence fees, printing costs, media data and travel expenses) shall be reimbursed by the Client separately unless otherwise agreed.
6. Invoices are payable within fourteen (14) days of the invoice date without deduction. In the event of late payment, the Consultancy shall be entitled to default interest at a rate of eight (8) percentage points above the applicable base interest rate pursuant to section 247 BGB, as well as reimbursement of enforcement costs.
7. The Client may only offset or exercise rights of retention if its counterclaims have been legally established, are undisputed or acknowledged in writing by the Consultancy. Any right of retention is limited to claims arising from the same contractual relationship.
8. If there are justified doubts as to the Client’s creditworthiness, the Consultancy may make further service provision conditional upon advance payment or the provision of security.
Price Adjustment for Long-Term Contracts
1. For contracts with a term exceeding twelve (12) months, the Consultancy is entitled to adjust remuneration once per year, for the first time after twelve (12) months from contract conclusion, at its reasonable discretion (§ 315 BGB), if the costs relevant to service provision have materially changed.
2. Price adjustments shall be announced in text form at least four (4) weeks prior to taking effect. If remuneration increases by more than five (5) per cent, the Client shall be entitled to a special right of termination with four (4) weeks’ notice, exercisable within two (2) weeks of the announcement.
Acceptance
1. Where the Consultancy provides services constituting a work within the meaning of Sections 631 et seq. of the German Civil Code (BGB), the Client is obliged to accept the work as soon as it has been completed in accordance with the contract and is free from material defects. Acceptance may be declared in writing (including by email) or implied by conclusive conduct.
2. The Consultant shall notify the Client in writing that the service has been completed and shall request acceptance, setting a reasonable deadline of at least fourteen (14) working days. The Client must inspect the service within this period and notify the Consultant of any complaints in writing, specifying the particular defects. If the client neither confirms acceptance nor refuses it within this period, citing at least one defect, the service shall be deemed to have been accepted (deemed acceptance). The consultancy firm shall expressly draw the client’s attention to this legal consequence in writing together with the request for acceptance.
3. Acceptance may not be refused on the grounds of minor defects. Upon acceptance, the Client may reserve its rights in respect of known defects. If no such reservation is made, the Client forfeits its claims for damages and reimbursement of expenses in respect of the defect in question, but not its claims for rectification or a reduction in price.
4. The parties may agree on partial acceptance for distinct phases of work. The preceding paragraphs 1 to 3 shall apply in each case to partial performance.
5. If the Client actually puts the service or substantial parts thereof into use in accordance with its intended purpose (in particular through publication, use in advertising campaigns or other use in the course of business), this shall be deemed to constitute implied acceptance, unless the Client has previously refused acceptance in writing, specifying at least one defect.
The Client’s Rights in Case of Defect
1. Where the consultancy provides services constituting a work contract within the meaning of Sections 631 et seq. of the German Civil Code (BGB), the limitation period for the client’s claims for defects shall be one (1) year from the date of acceptance. Notwithstanding the first sentence, the statutory limitation periods shall apply Insofar as the consultancy provides work services within the meaning of §§ 631 ff. BGB, the limitation period for the Client’s claims for defects shall be one (1) year from acceptance. Notwithstanding sentence 1, the statutory limitation periods shall apply
  1. to claims for defects based on an intentional or grossly negligent breach of duty by the consultancy, its legal representatives or vicarious agents,
  2. for claims for defects arising from injury to life, limb or health,
  3. in the event of fraudulent concealment of a defect by the consultancy
  4. insofar as a longer limitation period applies under other mandatory law (in particular Section 634a(1) nos. 1 and 2 of the German Civil Code (BGB)).
2. The Client must notify the Contractor of any defect immediately upon discovery, and at the latest within fourteen (14) working days, in writing (including by email), providing a detailed description of the symptoms of the defect. In the case of obvious defects that are already apparent at the time of acceptance, notification must be given at the time of acceptance. If the Client fails to give timely notice of obvious defects, their rights to a reduction in price and compensation for damages in respect of that defect shall be excluded; the right to subsequent performance remains unaffected. Notification of hidden defects (i.e. those not apparent at the time of acceptance) may be made at any time within the limitation period; in this case, the notification period specified in sentence 1 shall be deemed an obligation, the breach of which does not exclude any claims but may only give rise to contributory negligence on the part of the Client pursuant to Section 254 of the German Civil Code (BGB).
3. In the event of a valid complaint regarding a defect, the Consultancy shall initially have the right to remedy the defect within a reasonable period to be agreed by the parties. The Consultancy may, at its discretion, either repair the defect or produce a new item, provided this is reasonable for the Client. If the rectification fails after two (2) attempts or if the Consultancy definitively refuses to rectify the defect, the Client may, at its discretion
  1. withdraw from the contract (Section 636 of the German Civil Code (BGB)) or reduce the remuneration (Section 638 BGB),
  2. claim damages in accordance with § 10 of these General Terms and Conditions,
  3. rectify the defect themselves or have it rectified at the Consultancy’s expense (self-performance, § 637 BGB) and demand a reasonable prepayment for this.
4. Where the Consultancy provides services which, under the specific contract, are classified as services within the meaning of Sections 611 et seq. of the German Civil Code (BGB) (in particular ongoing consultancy services, retainer work and training), the above rights relating to defects under the contract for work and services shall not apply. In such cases, the Consultancy shall be liable in accordance with the general provisions of the law of services and obligations, in particular Sections 280 et seq. of the German Civil Code (BGB), subject to the liability provisions set out in Section 10 of these General Terms and Conditions.
5. Any warranties provided by third parties (e.g. printers, media platforms) will be passed on by the Consultancy to the Client, where applicable; this does not give rise to any warranty claims on the part of the Client against the Consultancy.
Liability
1. The Consultancy shall be liable without limitation
  1. for damage resulting from wilful misconduct or gross negligence on the part of the Consultancy, its legal representatives or vicarious agents,
  2. for damage resulting from injury to life, limb or health, even if this is due to a negligent breach of duty by the Consultancy or an intentional or negligent breach of duty by a legal representative or vicarious agent of the agency,
  3. within the scope of a guarantee expressly assumed by the Consultancy, insofar as further liability exists under other mandatory statutory provisions.
2. In cases of simple negligence, the Consultancy shall also be liable for breaches of material contractual obligations. Material contractual obligations are those obligations whose fulfilment is essential for the proper performance of the contract and on whose observance the Client may reasonably rely. Within the scope of this contractual relationship, these include, in particular, the obligation to produce the commissioned works and services in accordance with the contract, the obligation to meet agreed deadlines and the obligation to maintain confidentiality. In this case, liability is limited in amount to the damage typically foreseeable at the time the contract was concluded. Damages that arise indirectly, including loss of profit, are also typically foreseeable under the contract, provided they were to be expected as a typical consequence of the breach of duty at the time the contract was concluded.
3. In addition to paragraphs 1 and 2, the Consultancy’s liability for property damage and financial loss arising from ordinary negligence is excluded. This includes, in particular, indirect damage, consequential damage, loss of profit and damage resulting from the loss of advertising benefits, insofar as these are not covered by paragraph 2.
4. Where the Consultancy commissions third-party services (in particular printing, production, media and hosting services) in its own name and passes these on to the Client, it shall be liable for the selection and supervision of the third-party service providers. In the event of simple negligence, the Consultancy shall be liable for the proper performance of the third-party service itself only within the scope of paragraphs 2 and 3. Upon request, the Consultancy shall assign to the client any warranty and compensation claims it holds against the third-party service providers. Insofar as the Consultancy, exceptionally, expressly acts as an intermediary for a third-party service, it shall be liable only for the proper intermediation, not for the service itself; the intermediary status must be disclosed to the client in writing prior to the commission.
5. Where the Consultancy’s liability is excluded or limited in accordance with the preceding paragraphs, this shall also apply in favour of the Consultancy’s employees, agents and vicarious agents.
6. The Consultancy’s liability under the preceding paragraphs shall be reduced if and to the extent that the client has contributed to the damage through his own fault, in particular through insufficient cooperation (Section 5), delayed approval or incomplete information regarding legal requirements (Section 16). Section 254 of the German Civil Code (BGB) remains unaffected in all other respect.
Copyright and Rights of Use
1. All works, concepts, designs, texts, graphics, illustrations, layouts and other deliverables produced by the Consultancy in the course of the assignment are protected by copyright and remain the property of the Consultancy until full payment has been made.
2. Upon full payment of the agreed fee, the Consultancy grants the Client a non-exclusive right to use the accepted works for the agreed purpose, without any restrictions as to time or place. Exclusive rights of use require a separate written agreement and are to be remunerated separately.
3. The resale, licensing or transfer of works to third parties is not covered by the remuneration; such actions require the prior written consent of the Consultancy.
4. The Client warrants that the materials, texts, images and other content provided by them are free from any third-party rights or that they hold the necessary rights of use. They shall indemnify the Consultancy against any and all claims by third parties arising from a breach of this warranty.
5. The Consultancy is entitled to use the work produced for the Client as a reference for presentation and marketing purposes, unless otherwise expressly agreed in writing.
6. Designs that have not been accepted or have been rejected remain the sole property of the Consultancy; the Client shall not be granted any rights of use in respect of them.
Use of AI-based Tools
1. The Consultancy is entitled to use AI-powered software tools (hereinafter “AI tools”) to provide its services, in particular for text creation, image generation, research and concept development. The Client agrees to this use upon conclusion of the contract.
2. The Consultancy shall take appropriate measures to ensure that no confidential information belonging to the Client or personal data relating to the Client (or its employees) is fed into publicly accessible AI systems.
3. If the Client clearly doesn’t want AI tools to be used, this must be agreed in writing before the order is placed; any additional costs incurred as a result may be charged separately.
Confidentiality
1. The Consultancy undertakes to maintain confidentiality regarding all information obtained in the course of the collaboration which, in accordance with general business practice, is to be regarded as confidential. This obligation shall continue to apply even after the contractual relationship has ended.
2. Where the Client provides information that is to be classified as particularly sensitive or strictly confidential, the Client is obliged to explicitly mark such information as ‘strictly confidential’ or to indicate the need for confidentiality in an appropriate manner.
3. In such cases, the contracting parties undertake, upon request, to enter into a separate non-disclosure agreement (NDA) setting out the terms and scope of the confidentiality obligation, in particular the specific scope of protection and the technical and organisational measures to safeguard the confidential information.
4. Any statutory obligations regarding retention, cooperation or disclosure remain in force.
5. The provisions of this paragraph 13 apply accordingly to confidential information arising from the Consultancy work that is disclosed to the client.
Subcontractors and Agents
1. The Consultancy is entitled to engage subcontractors and freelancers in order to fulfil its contractual obligations. The selection is made at the Consultancy’s professional discretion; it is liable for their services in the same way as for its own actions.
2. Subcontractors are bound by a confidentiality agreement with the Consultancy. Any data protection requirements are taken into account when engaging subcontractors who have access to the Client’s personal data.
3. The Consultancy is under no contractual obligation to disclose the identity of the subcontractors it engages to the Client.
Data Protection
1. The Consultancy processes the Client’s personal data necessary for the performance of the contract and the provision of the services commissioned in accordance with the applicable data protection regulations – in particular Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR) and the Federal Data Protection Act (BDSG).
2. Where, in the course of the commissioned services, the Consultancy processes personal data on behalf of the Client, this is done exclusively on the instructions and on behalf of the Client as the controller within the meaning of Article 4(7) of the GDPR. In such cases, the Consultancy acts as a processor within the meaning of Article 4(8) of the GDPR.
3. Prior to the processing of personal data in connection with the contracted services, the contracting parties undertake to enter into a data processing agreement (DPA) that complies with the requirements of Article 28 of the GDPR. The Consultancy shall not process any personal data without such an agreement.
4. The details regarding the nature, scope, duration and purpose of the data processing, as well as the rights and obligations of the contracting parties, shall be governed by the data processing agreement to be concluded.
Term and Termination
1. Project contracts shall terminate upon acceptance of the services provided, unless a different term has been agreed. The Client’s right to terminate a project contract of a contract-for-work nature at any time in accordance with Section 648 of the German Civil Code (BGB) remains unaffected.
2. Continuing obligations (in particular retainer agreements) may be terminated by either party with three (3) months’ notice to the end of a calendar month, unless a different term has been agreed in the contract. A minimum term of up to twelve (12) months may be agreed in the relevant quotation; the right to terminate the contract for cause remains unaffected by this.
3. The right of the contracting parties to terminate the contract for cause remains unaffected.
4. Consequences regarding remuneration upon termination of the contract:
  1. In the event of termination of the contract – for whatever reason – the Client shall pay for the services provided by the Consultancy in accordance with the contract up to the date of termination. Partial services shall be invoiced according to the progress of the work.
  2. If the Client terminates a project contract of a contractual nature in accordance with Section 648 of the German Civil Code (BGB), the Consultancy shall be entitled, in addition to the remuneration for services rendered, to the agreed remuneration for services not rendered, less any expenses saved as a result of the termination and any income otherwise earned or maliciously foregone. It is presumed that the Consultancy is entitled to five (5) percent of the agreed remuneration attributable to the part of the work not yet performed; the Client reserves the right to prove that the savings were higher.
  3. If a party terminates the contract for good cause attributable to the other party, the Consultancy shall only be entitled to the remuneration for the services rendered up to the date of termination. Any further claims for damages by the terminating party remain unaffected.
5. The Client retains the rights of use granted under paragraph 11 in respect of works that have been accepted and paid for in full by the date of termination. In respect of works that have not yet been accepted or paid for in full at the time of termination, the Client shall only be entitled to rights of use once the pro rata remuneration has been settled in accordance with paragraph 4.
6. Notice of termination must be given in writing (Section 126b of the German Civil Code (BGB)). An email is sufficient.
Force Majeure
1. Neither party shall be liable for failure to perform contractual obligations where such failure is due to events beyond their control and which could not have been foreseen (force majeure), in particular natural disasters, pandemics, war, cyber-attacks on third-party infrastructure or official orders.
2. The affected party must notify the other party immediately in writing of the occurrence of the impediment. The obligation to perform is suspended for the duration of the impediment.
3. If the impediment lasts for more than eight (8) weeks, either party is entitled to terminate the contract with immediate effect. Payment shall be made for any partial services already rendered.
Final Provisions
1. This contract is governed by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the Consultancy’s registered office, provided that the client is a trader, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany.
3. Should any provision of these General Terms and Conditions be or become invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions (severability clause). The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose of the invalid provision.
4. Amendments and additions to these Terms and Conditions must be made in writing. This also applies to the waiver of this written form requirement.

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