T&C

General

    1. These General Terms & Conditions (T&C) apply exclusively to all contracts for marketing, and communication services (hereinafter ‚Services‘) provided by sundaj communications studio UG (haftungsbeschränkt) (hereinafter the ‚Agency‘) to its clients (hereinafter the ‚Client‘).
    2. Any deviating or conflicting terms and conditions of the Client are hereby explicitly rejected and shall not form part of the contract, even if known to the Agency, unless their inclusion is expressly agreed upon by the Agency in written or text form.
    3. These GTC shall apply to all subsequent orders placed by the Client, even if no express reference to them is made.

    Conclusion of Contract and Scope of Services

      1. A contract is formed upon the Client’s written acceptance (including via email) of the Agency’s written offer. Offers are valid for two weeks from the date of issue. Should the Client accept an offer after its two-week validity period, a contract is formed only upon the Agency’s explicit written confirmation of the order.
      2. The scope of Services is strictly determined by the individual product or service descriptions detailed in the Agency’s offer. The transfer of open or editable project files is not obligatory unless explicitly agreed upon in writing. Any changes, additions, or services not included in the original offer will be considered additional services and will be remunerated separately based on the Agency’s standard rates.
      3. The Agency may, in agreement with the Client, procure necessary third-party services (e.g., printing, stock photography, specialized software licenses) on the Client’s behalf. Such costs will be passed through to the Client at cost, or with an agreed-upon handling fee, and will be invoiced separately. The Client grants the Agency the necessary power of attorney to enter into agreements for these services on its behalf.
      4. The Client is solely responsible for the legal admissibility, registrability, and usability of all work under competition law, trademark law, and any other intellectual property or protective rights. The Agency explicitly disclaims any responsibility or liability in this regard.

      Copyright and Rights of Use

        1. All ideas, concepts, drafts and designs are subject to German Copyright Act.
        2. Client grants necessary rights of use to the Agency for provided materials.
        3. The Agency grants the Client the necessary rights of use for the purposes agreed upon in the contract. Unless otherwise specified in writing, these rights are granted exclusively to the Client and are unlimited in time and territory, solely for the contractually defined purpose.
        4. The granting of any rights of use to the Client is strictly conditional upon the full and timely payment of the agreed remuneration.
        5. In the event of the Client’s unauthorized use of the work beyond the scope of the granted rights, the Client agrees to pay the Agency liquidated damages equivalent to 100% of the agreed remuneration for the relevant work, without prejudice to the Agency’s right to claim further damages.
        6. Requires the Agency’s prior written consent.
        7. The Agency can use work for self-advertising and reference Client work.

        Cooperation Obligations of the Client

          1. The Client is obligated to provide all necessary data, information, and documents required for the performance of the Services immediately after order placement, and in any case, without undue delay, and to ensure their completeness and accuracy.
          2. Failure by the Client to fulfill its cooperation obligations will invalidate any agreed delivery or completion dates. Any downtime or additional expenses incurred by the Agency due to the Client’s non-cooperation will be chargeable to the Client at the Agency’s standard hourly rates.

          Acceptance, Partial Payment and Remuneration

            1. The Client is obligated to accept the Services within seven (7) days after handover. Acceptance will be deemed granted if the Client does not provide a written refusal, specifying concrete and demonstrable defects, within this seven-day period.
            2. For orders extending over a period of more than one month, the Agency reserves the right to invoice rendered services on a monthly basis.
            3. Full advance payment for third-party costs (as per Section 2.3) may be invoiced by the Agency and is due prior to the procurement of such services.
            4. All invoices are due upon acceptance, payable in Euros within 10 days of invoicing, unless otherwise expressly agreed upon in writing by both parties.
            5. Drafts, templates, etc., remain the Agency’s property until full payment.

            Liability

              1. The Agency is liable for intent/gross negligence. Liability for damages to life, body, health in slight negligence.
              2. The Client assures that all templates, materials, and content provided by them for the Services are legally permissible and do not infringe upon any third-party rights. The Client undertakes to indemnify and hold the Agency harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from the use of materials provided by the Client.
              3. The Client is responsible for verifying that the content, designs, or concepts developed by the Agency, once delivered, do not infringe upon any third-party rights. The Client agrees to indemnify and hold the Agency harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from any third-party claims of infringement related to the Client’s use of the Agency’s work, unless such infringement is solely due to the Agency’s gross negligence or willful misconduct.

              Final Provisions

                1. There are no verbal subsidiary agreements. Any deviations from these GTC or from individual contracts require text form to be effective.
                2. The place of jurisdiction and performance for all disputes arising from or in connection with these GTC and individual contracts shall be the Agency’s registered office in Hamburg, Germany.
                3. Text form is sufficient for written declarations.
                4. Exclusive law of the Federal Republic of Germany.
                5. Invalid provisions do not affect the remainder. Alternative valid provision to be agreed upon.