Terms and Conditions

**Terms and Conditions**

Date: 30.06.2023

1. Scope and Definitions

(1) For the business relationship between Glow Media GmbH, Papieri-Ring 5, 6330 Cham (hereinafter referred to as “PROVIDER”) and the recipient of the services (hereinafter referred to as “CUSTOMER”, together also referred to as the “PARTIES”), particularly with regard to contracts for services in the areas of photography, videography, web design, and social media marketing (hereinafter referred to as “services”), these Terms and Conditions apply exclusively.
(2) The CUSTOMER confirms to be an entrepreneur in the sense of § 14 BGB.
(3) Conflicting, deviating, or supplementary terms and conditions of the CUSTOMER do not become part of the contract unless the PROVIDER explicitly agrees to their applicability. These Terms and Conditions also apply if the PROVIDER executes services unconditionally, knowing of contradictory or deviating terms and conditions of the CUSTOMER.
(4) The version of the Terms and Conditions of the PROVIDER valid at the time the services are claimed is decisive.
(5) If the following provisions use the generic masculine, this is solely for simplicity’s sake and does not imply any valuation.

2. Conclusion of Contract

(1) The presentation of services on the website, in social networks, or in advertisements does not constitute a binding offer by the PROVIDER to conclude a contract. The CUSTOMER is merely invited to submit an offer.
(2) The contract between the PROVIDER and the CUSTOMER is concluded in written or electronic form or by signing a separate project or campaign agreement, but at the latest with the payment of the first invoice.
(3) The contract is concluded for a period of 12 months. It is automatically extended by another 12 months unless it is terminated with a notice period of 3 months to the end of the term. An early ordinary termination is excluded.
(4) The right to extraordinary termination for a significant reason remains unaffected.
(5) The contract is generally free of charge. Separate project and campaign agreements will stipulate fees and payment modalities.
(6) The CUSTOMER expressly agrees not to share any login usernames, passwords, materials, and links to which the CUSTOMER has access under this contract with third parties.

3. Services

(1) The PROVIDER is a full-service online marketing agency.
(2) The specific scope of services is always based on the individual agreement between the PROVIDER and the CUSTOMER and is typically documented in a separate project or campaign agreement.
(3) The PROVIDER is entitled to use third parties, especially subcontractors, to fulfill individual or all contractual obligations.
(4) Concerning the content of a service contract entered into with the PROVIDER, the PROVIDER has a right to determine performance according to § 315 BGB.
(5) The PARTIES agree that the PROVIDER does not owe the CUSTOMER any specific quantitative and/or economic success (such as but not limited to a certain number of leads, followers, employees, a specific positioning in search engines, etc.), unless this is additionally agreed upon in writing in the contract.

4. Project and Campaign Agreement

(1) The duration of a project or campaign is determined in a separate agreement.
(2) The confirmation of a project or campaign between the PROVIDER and the CUSTOMER is made in text form or electronic form.
(3) If the duration of a campaign exceeds the term of the contract, e.g., by ordinary termination of the contract, the contract ends at the time of the end of the campaign duration.
(4) For services, the fee applicable at the time of the respective project or campaign agreement per the offer applies. If no fee has been individually agreed upon, the fee according to the current price list applies. If installment payments are agreed upon, the first installment is due immediately upon conclusion of the contract; further installments are due monthly in advance unless otherwise agreed. All prices are exclusive of VAT.
(5) The obligation to provide the contractually agreed fee in full also exists if the CUSTOMER instructs the PROVIDER to temporarily interrupt the services or an interruption is necessary for other reasons, provided the reasons are not due to the PROVIDER’s fault.
(6) The CUSTOMER is, unless otherwise agreed, obliged to make an advance payment. The agreed fee is due immediately upon invoicing and payable within 14 days.
(7) If the CUSTOMER fails to perform a necessary act of cooperation and thus prevents the PROVIDER from providing the service, the PROVIDER’s claim to compensation remains unaffected in any case.
(8) The CUSTOMER may only exercise or assert the right of offset or retention with claims that have been legally established or are undisputed.

5. Duties of the PARTIES to Perform the Agreed Services

(1) All contractually promised services are generally provided by the PROVIDER only from the time of the conclusion of a campaign agreement.
(2) The CUSTOMER ensures that the PROVIDER has all the necessary information at all times to achieve the best possible performance result.
(3) The CUSTOMER is responsible for all content provided by the CUSTOMER and must ensure that the content is not burdened by third-party rights and does not violate applicable law (especially copyright, competition, trademark, criminal, youth protection, data protection law, or similar). The PROVIDER is not obligated to check the content.
(4) The PROVIDER is entitled to conduct all appointments digitally (e.g., via Zoom, Teams, Skype, TeamViewer, or similar) unless the respective nature of the service provision requires on-site presence (e.g., conducting photo shoots or video shoot appointments).
(5) The CUSTOMER is independently responsible for maintaining the technical requirements to fully utilize the offer. If technical problems arise with the provided offer, the CUSTOMER is also obliged to cooperate as best as possible to solve the problem.
(6) If the CUSTOMER does not respond to emails for approval within 7 days, these are considered approved and accepted.

6. Special Agreements in the Area of Performance Marketing and Social Media Marketing

(1) If the CUSTOMER instructs the PROVIDER to place online advertisements in the name of the CUSTOMER or to publish content on their behalf via the CUSTOMER’s accounts, the CUSTOMER grants the PROVIDER the corresponding authorization.
(2) The CUSTOMER determines the budget of the advertising costs. Unless expressly agreed otherwise, the billing of advertising costs is done directly between the CUSTOMER and the advertising platform. The CUSTOMER bears all incurred advertising costs. In case of problems with payment methods, e.g., due to non-functioning credit cards, the budget is added to the fee if the PROVIDER advances the amount.
(3) Platforms (e.g., Facebook, LinkedIn, Instagram, or similar) may suspend advertising campaigns created by the PROVIDER for the CUSTOMER without stating reasons. Similarly, platforms may temporarily or permanently block accounts, advertising accounts, and/or the CUSTOMER’s Business Manager. The PROVIDER has no influence on this. The PROVIDER’s claim to compensation remains unaffected.
(4) The PROVIDER is entitled to collect, evaluate, and use anonymized data from the campaigns. This includes but is not limited to the depiction of advertisements and the campaign structures and strategy.

7. Special Agreements in the Area of Social Media Marketing and Content Creation (including Image Material)

(1) The content coordination of the services usually takes place in advance by mutual agreement (in writing, by phone, and/or electronic communication). Regardless, the PROVIDER has the final decision regarding the conceptual and design implementation of the recordings (e.g., concerning lighting, image composition, or similar).
(2) If the recordings are changed through post-processing or a correction loop, the transfer of rights only takes place with the final version of the work and its provision. Unprocessed image material is not included in the transfer of rights.
(3) The transfer of rights is subject to the condition precedent that the CUSTOMER has fulfilled all compensation obligations towards the PROVIDER.
(4) The CUSTOMER grants the PROVIDER the exclusive, temporally, spatially, and substantively unlimited right to use the created recordings for public display, reproduction, and distribution for advertising purposes (especially but not exclusively on the PROVIDER’s website as “testimonial usage”).

8. Default

(1) Any deadlines for the PROVIDER’s service provision do not begin before the agreed fee has been fully paid by the CUSTOMER and all necessary acts of cooperation by the CUSTOMER have been comprehensively performed.
(2) If the CUSTOMER is in default with due payments, the PROVIDER reserves the right to withhold further services until the due payments are settled.
(3) If the CUSTOMER is in default of payment of the agreed monthly fee in the case of a continuing obligation, the PROVIDER is entitled to terminate the contract extraordinarily after an unsuccessful reminder or a deadline for remedy. The PROVIDER is entitled to claim the entire fee due until the next ordinary termination date as damages. In this case, the PROVIDER must, however, credit what he has saved in expenses or gained through alternative arrangements.

9. Delivery Dates

(1) Delivery dates or deadlines, which can be agreed upon as binding or non-binding, require written form.

10. Acceptance

(1) If the agreed services fall under the law on contracts for work and services, the following provisions apply.
(2) The PROVIDER may demand acceptance from the CUSTOMER after the completion of a partial performance.
(3) The (partial) services to be accepted by the CUSTOMER are also considered accepted if the CUSTOMER does not declare in writing within seven working days upon the PROVIDER’s request.

11. Payment Terms

(1) Payment can be made in advance or by invoice.

12. Liability for Damages

(1) The PROVIDER is liable, regardless of the legal grounds, within the statutory provisions only under the following conditions.
(2) The PROVIDER is liable without limitation for damages resulting from injury to life, body, or health, which are based on intent or negligence of the PROVIDER or one of his legal representatives or agents. Furthermore, the PROVIDER is liable for damages based on intent or gross negligence of the PROVIDER or one of his legal representatives or agents, as well as for damages due to non-compliance with a guarantee given by the PROVIDER or assured property or due to fraudulently concealed defects.
(3) The PROVIDER is liable for such damages, which are based on a slightly negligent breach of essential contractual obligations by him or one of his legal representatives or agents, limited to the contract-typical foreseeable damage. Essential contractual obligations are obligations whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner may regularly rely.

13. Data Protection, Confidentiality

(1) The CUSTOMER is informed that the PROVIDER collects, processes, and uses personal master and usage data in machine-readable form within the scope of the purpose of the contractual relationship. All personal data is treated confidentially.
(2) The PARTIES undertake to treat as confidential the non-obvious or generally accessible information or documents from the other party’s area that become known to them during the execution of the contract. This confidentiality obligation continues after the end of the contractual relationship.

14. Copyright

(1) All content and designs provided within the scope of contract fulfillment are protected by copyright.
(2) The CUSTOMER grants the PROVIDER a factual and temporally unlimited, worldwide, exclusive right of use to all conceivable forms of use of advertising campaigns and their contents. This also includes future forms of use that were not yet known at the time of the conclusion of the contract.
(3) The CUSTOMER indemnifies the PROVIDER against any third-party claims due to the violation of intellectual property rights and/or the use of terms, pages, or content that are inadmissible and/or encumbered with third-party rights.
(4) The CUSTOMER receives a simple right of use to use the contractual content and designs during the contract period. Any transfer and/or duplication of the content (creatives, texts, designs, image and video material) is prohibited. Any violation will be prosecuted and may lead to claims for damages.

15. Right of Withdrawal

The PROVIDER only concludes contracts with entrepreneurs within the meaning of § 14 BGB; therefore, no statutory right of withdrawal exists.

16. Reference Naming

The PROVIDER may name the CUSTOMER as a reference in any medium. This also includes the naming and use of possibly protected brands, names, or logos. The PROVIDER is not obliged to provide the reference.

17. General Provisions

(1) The place of fulfillment and exclusive jurisdiction for disputes with merchants, legal entities under public law, or special funds under public law from contracts is Munich.
(2) All disputes, regardless of the legal grounds, are subject exclusively to the law of the Federal Republic of Germany, excluding all provisions of conflict of laws that refer to another legal system.
(3) If necessary, additional or alternative provisions agreed upon in writing by the PARTIES will be considered part of the agreement from the time of their signing.
(4) The validity of the remaining provisions of these Terms and Conditions is not affected by the possible invalidity of one or more provisions of these Terms and Conditions.
(5) The PROVIDER reserves the right to change these Terms and Conditions at any time unless the change is unreasonable for the CUSTOMER. The PROVIDER will notify the CUSTOMER in good time. If the CUSTOMER does not object to the new Terms and Conditions within two weeks after notification, the changed Terms and Conditions are considered accepted by the CUSTOMER.