§ 1 Scope of Application

(1) Unless otherwise expressly agreed, these "Terms and Conditions" (T&C) shall apply to all services (web development, creation of interfaces, conception and design of marketing measures, organization, planning and implementation of marketing concepts, customer support and mediation of third-party services for the implementation of marketing measures) between the customer and the marketing agency: Tubach L.L.C-FZ, (hereinafter referred to as the agency).

(2) Should individual provisions of these "Terms and Conditions" be invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis of them. The invalid provision shall be replaced by a valid provision that comes closest to the meaning and purpose of the invalid provision.

(3) Conflicting terms and conditions of the customer shall only be valid if they are expressly and in writing acknowledged by the agency.

§ 2 Definitions

(1) Consumers within the meaning of these terms and conditions are natural persons who enter into a business relationship with the agency without it being attributable to their commercial or independent professional activity.

(2) Entrepreneurs within the meaning of these terms and conditions are natural and legal persons or partnerships with legal capacity who enter into a business relationship with the agency in the exercise of their commercial or independent professional activity.

§ 3 Offers and Contract Conclusion

(1) The basis of the contract conclusion is the respective written offer of the agency, in which the services and the fee are recorded. The offers of the agency are non-binding and subject to change and constitute an invitation to the customer to commission the agency to perform services.

(2) If the fee is not regulated by a written offer as per paragraph 1, it is done according to the guidelines of the ADC (Art Directors Club Germany) or based on the agency's valid calculation basis at the time. The agency fee includes services for advertising preparation, advertising planning, advertising design, advertising text, and implementation of marketing measures. Separate charges are made for: materials, translations, travel expenses, allowances, organization and procurement costs, copyright transfers, and technical costs such as photos, photo prints, tool costs, production of advertising materials, and printing costs, and services of engaged entrepreneurs (rental of personnel, premises, market research, etc.) according to the respective effort.

(3) By commissioning the execution of the chosen service, the customer submits a binding offer to conclude a contract. The contract between the customer and the agency is concluded by the agency's written or electronic acceptance declaration. The same applies to additions, changes, or side agreements. If the agency does not reject the acceptance within 4 weeks after receipt of the order, the confirmation is considered granted.

(4) An execution action in accordance with the order by the agency replaces the order confirmation. By utilizing the agency's service, the customer declares acceptance of this offer and waives the receipt of the acceptance declaration.

(5) The documents, drawings, illustrations, technical data, and service descriptions on the homepage, in brochures, circulars, advertisements, price lists, or related to the offer are non-binding unless expressly designated as binding in the order confirmation.

§ 4 Scope of Marketing Services

(1) The scope of the contractual services results from the written order confirmation. Supplementary agreements or modifications that change the scope of the contractual service require written form.

(2) The agency will inform the customer immediately of any changes or deviations in individual services from the agreed content of the contract that become necessary after the contract is concluded. Insofar as the changes do not or only insignificantly affect the agreed content of the contract, the customer does not have the right to terminate the contract due to these deviations. The agency is entitled, in coordination with the customer, to modify parts of the marketing concept deviating from the service description.

(3) Insofar as the agency concludes contracts with third parties for the implementation or execution of agreed marketing measures, such contract conclusion takes place in the name and with the authority of the customer. This particularly concerns the rental of premises, the conclusion of contracts in the gastronomy and service sector, as well as the conclusion of contracts with graphic designers and artists.

(4) Insofar as the agency provides additional services and performances outside the contractual agreement free of charge, it is entitled to discontinue these services at any time. This does not give the customer the right to terminate the contract or any claim for reduction or compensation.

§ 5 Obligations of the Customer, Cooperation

(1) The customer must provide the agency with all necessary information for the execution of the order without delay. Delays due to lack of cooperation from the customer are not the responsibility of the agency.

(2) The customer ensures that the provided data is correct and complete. The customer must promptly inform the agency in writing of any changes to personal data or essential contractual information.

§ 6 Payment, Default

(1) All fees include the applicable statutory VAT and are due immediately upon invoicing at the rate applicable at the time of contract conclusion. In case of late payment, default interest of 8 percentage points above the base interest rate is agreed upon.

(2) The agency is entitled to demand reasonable advances to cover its expenses.

(3) If the customer is in default of payment, the agency has the right to refuse its service.

(4) The customer is only entitled to offset if their counterclaims are undisputed or legally established. The customer is only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

§ 7 Conception, Presentation, and Copyright Protection

(1) If the agency does not receive an order after participating in a presentation or after creating a concept, all services of the agency, particularly their content, remain the property of the agency. The customer is not entitled to use them in any form.

(2) All services of the agency (e.g., marketing concepts, web tools, interfaces, etc.) as well as individual parts thereof remain the property of the agency. By paying the fee, the customer only acquires the right to use them for the agreed purpose. Unless otherwise agreed with the agency, the customer may only use the agency's services themselves and only for the duration of the contract. Additions or changes to the agency's services by the customer are only permitted with the express consent of the agency and, if the services are protected by copyright, the author.

(3) For the use of the agency's services beyond the originally agreed purpose and scope of use, the agency's consent is required, regardless of whether this service is protected by copyright. The agency and the author are entitled to a separate reasonable remuneration for this.

(4) Repeated use (e.g., reprints) or multiple uses of marketing concepts are subject to fees and require the agency's consent. The transfer of granted usage rights to third parties requires the agency's consent. The agency has a right to information about the extent of use.

(5) The templates provided by the customer to the agency (e.g., texts, photos, samples, etc.) are used under the condition that the customer is authorized to use them. The agency does not check whether the customer is authorized to use the copyright and trademark rights required for the services to be provided. Liability towards third parties regarding copyright and/or trademark claims is therefore excluded for the commissioned services.

§ 8 Colors and Image Patterns/Illustrations

The agency points out that screen colors (RGB) differ from print colors (CMYK) on various media (e.g., paper, fabrics, foils, banners, etc.). In the event of color deviations, returns or exchanges are excluded. This is well known throughout the printing industry, and the customer confirms this knowledge to the agency. To avoid misunderstandings, it is possible to order a color-binding sample (proof) in advance for an additional charge.

§ 9 Termination

(1) The customer is entitled to terminate the contractual relationship with the agency at any time. Excluded are fixed-term contracts with a defined notice period agreed upon at the time of contract conclusion.

(2) Early termination of the contractual relationship obliges the customer to pay a reasonable fee that compensates for the services already provided.

(3) The right to extraordinary termination for both contracting parties remains unaffected.

§ 10 Warranty and Compensation

(1) The agency undertakes to diligently prepare and carefully select and monitor the service providers in accordance with the duties of care of a prudent businessman.

(2) The customer must immediately [within three working days after the service by the agency] make complaints, claims, and impairments in writing and justify them. In the case of justified and timely complaints, the customer has the right to compensation. The customer acknowledges that a claim for damages against the agency, regardless of the legal basis, is limited to the agreed fee.

(3) Claims for damages by the customer, in particular due to the impossibility of performance, positive breach of obligation, culpa in contrahendo, defective or incomplete performance, or due to unauthorized actions, are excluded unless they are based on intent or gross negligence on the part of the agency.

§ 11 Disclaimer of Liability

(1) The seller is liable without limitation in accordance with the mandatory statutory liability provisions.

(2) For damages other than those arising from injury to life, body, and health, the agency is only liable to the extent that the agency or its agents are responsible for intentional or grossly negligent conduct or a culpable breach of an essential contractual obligation. Any further liability for damages is excluded.

(3) In the event of slightly negligent breach of essential contractual obligations, we are liable - regardless of the legal basis - limited to the foreseeable damage typical for the contract, which generally does not exceed the amount of the fee.

(4) An essential contractual obligation includes duties that make the proper execution of the contract possible in the first place and on the fulfillment of which the customer may regularly rely.

(5) To the extent that the agency is entitled to claims for damages against third parties in connection with the execution of the contract, the agency assigns such claims to the customer, provided the customer accepts the assignment of such future claims. In such a case, the customer has no further claims against the agency. The customer is entitled to enforce such claims at their own expense.

(6) The customer is responsible for any legal violations of any kind on the product (internet platforms or print products) and not the agency.

§ 12 Data Protection

(1) The customer is aware and consents that the personal data required for processing the contractual relationship will be stored by the agency on data carriers and, if necessary, passed on to affiliated companies in the course of order processing. The customer expressly agrees to the collection, processing, and use of their personal data.

(2) The stored personal data will, of course, be treated confidentially by the agency. These data may be transmitted by the agency to agents and, in accordance with § 11 BDSG, to carefully selected business partners, for example, for credit checks.

(3) The collection, processing, and use of personal data is carried out in compliance with the GDPR.

(4) The customer has the right to revoke their consent at any time with effect for the future. In this case, the agency is obliged to immediately delete the customer's personal data. For ongoing usage relationships, the deletion takes place after the contract is terminated.

(5) The client allows Tubach to use the client's name and logo as a reference to third parties.

§ 13 Special Warranty Conditions for Entrepreneurs

(1) If the customer is an entrepreneur, there are no warranty claims for defects in the purchased goods when delivering used goods, unless Tubach & Partner has fraudulently concealed the defect.

(2) If the customer is a merchant and the order is part of the operation of their trade business, the statutory provisions apply to defect complaints. Defect notifications must be made in writing.

§ 14 Prohibition of Set-Off

The customer is not entitled to offset, unless the counterclaims are not disputed by Tubach L.L.C-FZ or have been legally established.

§ 15 Applicable Law, Foreign Language, and Jurisdiction

(1) The business relations between the agency and the customer are subject to the law of the United Arab Emirates, excluding the UN Sales Convention.

(2) The place of jurisdiction is Neuwied, provided the customer is an entrepreneur or merchant or a legal entity under public law or a special fund under public law.

(3) If these General Terms and Conditions (GTC) are translated into a foreign language, the German version of the GTCs is always decisive in case of linguistic ambiguities.