I. General Provisions
1. Scope

1.1 The contracting party of the customer or commissioning party (hereinafter referred to as the “Customer”) is RMG Marketing GmbH (hereinafter referred to as “RMG”).

1.2 These General Terms and Conditions apply to all present and future contracts and business relationships between RMG and the Customer. Any differing, conflicting or supplementary general terms and conditions shall not form part of the contract, even if RMG performs its services without reservation despite being aware of them, unless their applicability has been expressly agreed to in writing.

1.3 RMG’s offers are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). These General Terms and Conditions therefore apply exclusively to entrepreneurs.

2. Offers and Conclusion of Contracts

2.1 RMG’s offers are subject to change and non-binding. An order placed by the Customer constitutes a binding offer, which RMG may accept within 14 days by sending a written order confirmation, unless otherwise stated.

2.2 All agreements made between RMG and the Customer in connection with the transaction at the time the contract is concluded are recorded in writing in the contract, including these General Terms and Conditions. RMG’s employees are not authorised to make oral agreements that deviate from the written contractual agreement.

3. Remuneration and Payment Terms

3.1 All prices quoted by RMG are in euros, without any cash discount or other deduction, and exclude VAT at the rate applicable on the date the services are provided, where VAT applies.

3.2 Unless otherwise agreed with the Customer in text form, payments are due within 30 calendar days without deduction. Cheques, payment orders and bills of exchange are not accepted.

3.3 Invoices shall be deemed accepted unless an objection is raised in text form within 30 days of the invoice date.

3.4 The Customer shall be in default without any reminder from RMG if the remuneration owed is not paid within 30 days after the due date and receipt of the invoice or an equivalent payment statement. If the Customer defaults on a payment, RMG shall be entitled to charge interest from that date in accordance with Section 288(2) BGB. RMG reserves the right to establish and claim greater losses.

3.5 The Customer may only set off counterclaims or exercise rights of retention based on counterclaims if those counterclaims have been established by a final and binding judgment, acknowledged by RMG or are undisputed. This restriction does not apply to the Customer’s counterclaims arising from defects or partial non-performance of the contract, provided that they arise from the same contractual relationship as RMG’s claim.

4. Performance Deadlines, Cooperation and Force Majeure

4.1 RMG’s compliance with performance deadlines is subject to the Customer fulfilling its own contractual obligations and, in particular, providing in good time any cooperation necessary for RMG to perform its services.

If RMG, through its own fault, is unable to meet an expressly agreed deadline or is otherwise in default, the Customer shall grant a reasonable additional period for performance, beginning on the date RMG receives a notice of default in text form or, where a deadline is determined by reference to the calendar, upon expiry of that deadline. If this additional period expires without performance, the Customer shall be entitled to withdraw from the contract. No additional period is required in the cases specified in Sections 323(2) and 376 HGB.

4.2 Force majeure, industrial disputes, civil unrest, governmental measures such as directives or orders at federal, state or municipal level, and other unforeseeable, unavoidable and serious events—including, without limitation, a national or international epidemic or pandemic—that prevent RMG from fulfilling its contractual obligations shall release RMG from its performance obligations for the duration of the disruption and to the extent of its effects.

Performance deadlines shall be extended by the duration of the impediment plus a reasonable restart period. In view of restrictions on the deployment of personnel from European Member States, the preceding and following provisions shall also apply where events of force majeure occur outside the Federal Republic of Germany and/or directives, orders or comparable measures are issued by public authorities outside Germany, affecting the deployment of personnel and thereby preventing RMG from performing its services on time.

Neither party may claim damages or reimbursement of expenses in the event of force majeure and/or directives, orders or comparable measures issued by public authorities.

If the effects of force majeure and/or directives, orders or comparable measures issued by public authorities persist for more than three months, the parties undertake to negotiate an adjustment to the contract without delay and to reach an agreement no later than one month after either party requests such negotiations. The negotiations shall be based on the contractual allocation of risk.

If no agreement is reached, either party may terminate the contract on an extraordinary basis. In that event, services already performed shall be invoiced at the contractual prices.

5. Liability

5.1 Subject to the following provisions, RMG shall only be liable where the Customer asserts claims based on intent, gross negligence or a culpable breach of material contractual obligations.

Material contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract and on whose fulfilment the Customer regularly relies and may reasonably rely.

Where RMG is liable for ordinary negligence under this provision, its liability shall be limited to losses typical of the contract that were reasonably foreseeable at the time the contract was concluded, up to a maximum of the coverage limit of its professional indemnity insurance for financial loss.

5.2 Where RMG is liable for delay under statutory provisions, liability for losses caused by delay—damages in addition to performance—shall be limited to 5% of the net price of the delayed service, provided that RMG has not acted intentionally or with gross negligence. Clause 5.1 shall apply to damages in lieu of performance.

5.3 These limitations of liability shall not apply to claims arising from culpably caused injury to life, body or health, claims arising from the assumption of a guarantee, or mandatory liability under the German Product Liability Act.

5.4 Any further liability is excluded, irrespective of the legal nature of the claim asserted. Where RMG’s liability is excluded or limited, this shall also apply to the personal liability of RMG’s employees, staff, representatives and persons engaged in performing its obligations.

6. Documents and Materials Provided by the Customer; Third-Party Intellectual Property Rights

The Customer shall release and indemnify RMG against all third-party claims relating to industrial property rights in images, trademarks, texts and other materials provided by the Customer.

RMG undertakes to use any copies and other reproductions made exclusively for the purpose of providing its services and not to disclose them to third parties. Disclosure to companies affiliated with RMG is permitted.

7. Customer Specifications and Briefing

Where creative concepts, campaign drafts or other communication measures are developed at the Customer’s request in accordance with its specifications and on the basis of information supplied by it—the briefing—the requirements arising from the Customer’s information shall be treated as authoritative.

RMG shall notify the Customer of obvious errors or omissions in the information provided. RMG shall have no further obligation to verify the accuracy or completeness of that information.

The Customer shall review the concepts and drafts prepared and notify RMG without delay if the underlying assumptions are incorrect.

8. Rights in Concepts and Drafts; Confidentiality

8.1 RMG expressly reserves all ownership rights, copyrights and other intellectual property rights in offers, concepts, drafts, creative work, planning documents, calculations and other documents provided to the Customer, including after their delivery.

The Customer shall treat all documents supplied by RMG as confidential. They may only be disclosed to third parties with RMG’s prior written consent. They may only be used beyond the contractual purpose or modified by RMG or with RMG’s prior written consent.

8.2 The Customer shall keep RMG’s trade secrets confidential, in particular unpublished campaign concepts, marketing strategies, pricing models and internal processes, and shall not disclose them to third parties.

An exception applies only if and to the extent that the Customer is required to disclose such information by law or by an administrative or court order. In that event, RMG shall be informed in advance.

9. Compliance with Laws and Fair Competition

Both parties undertake to comply with the laws applicable to them.

The parties undertake to conduct their business in accordance with the principles of fair competition and to take appropriate measures to ensure that their legal representatives and employees neither offer, promise or grant improper benefits to influence business decisions nor accept such benefits themselves.

10. Governing Law, Place of Performance and Jurisdiction

10.1 The place of performance and, subject to Clause 10.2, the exclusive place of jurisdiction for services and payments and for all disputes between the parties arising from contracts concluded between them shall be RMG’s registered office.

10.2 If the Customer has its registered office outside the European Economic Area and Switzerland, all disputes arising out of or in connection with this contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC). Where the amount in dispute exceeds EUR 100,000, the dispute shall be decided by three arbitrators appointed in accordance with those Rules. Where the amount in dispute is EUR 100,000 or less, it shall be decided by one arbitrator appointed in accordance with those Rules.

The seat of arbitration shall be Düsseldorf. The language of the arbitration shall be English.

10.3 The relationship between the parties shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11. Language

In the event of linguistic ambiguities concerning translations of these General Terms and Conditions, or any other doubts or issues of interpretation, the German version shall be definitive and binding.

12. Severability

If any provision of these General Terms and Conditions is or becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions.

The relevant statutory provisions shall apply in place of the invalid or unenforceable provision.

II. Special Provisions for Marketing and Communication Services

The following special provisions apply to marketing and communication services in addition to the general provisions in Section I:

13. Provision of Services

13.1 RMG shall perform the agreed services with due care in accordance with reasonable customary standards. Any additional requirements shall apply only where expressly agreed.

13.2 The content and scope of the services to be provided shall be determined by the individual contractual agreement. RMG shall only be obliged to provide additional services not covered by the original contractual agreement if a corresponding supplementary agreement is concluded.

13.3 Unless expressly agreed otherwise, RMG does not owe a specific outcome when providing consulting and strategy services.

13.4 In carrying out its activities, RMG shall assume that the information and documents supplied by the Customer are complete and accurate. Unless otherwise agreed, RMG shall not be obliged to verify their accuracy or completeness.

14. Acceptance of Work

14.1 Specific deliverables, such as campaign concepts, designs, communication materials or promotional materials, require the Customer’s approval before publication or use. RMG shall submit the work to the Customer for review and approval.

14.2 If the Customer neither grants approval nor communicates substantiated objections within a reasonable period specified by RMG, approval shall be deemed granted—deemed acceptance.

14.3 Once the Customer has approved the work, RMG shall not be liable for errors that could have been identified through a careful review by the Customer. From the time of approval, the Customer shall be responsible for the factual accuracy and legal permissibility of the approved content.

14.4 Changes requested by the Customer after approval shall entitle RMG to additional remuneration.

15. Customer’s Obligations to Cooperate

15.1 The Customer shall provide RMG, free of charge and in good time, with all information and documents required to perform the services, accurately, completely and to the extent requested by RMG.

In the event of significant changes that may be relevant to the provision of services, the Customer shall inform RMG of such circumstances without being requested to do so and as early as possible.

15.2 The Customer shall grant RMG unhindered and safe access to its premises where necessary for the provision of services. The Customer undertakes to inform the employees or subcontractors engaged by RMG in good time of the safety regulations applicable on site.

16. Rights of Use

16.1 Where the contractually agreed services include the creation of copyright-protected works, such as texts, graphics, designs, layouts, concepts, photographs, videos or animations, RMG shall grant the Customer the rights of use specified in the contract upon full payment of the agreed remuneration.

16.2 The grant of rights of use is subject to full payment of the agreed remuneration. All rights shall remain with RMG until payment has been made in full.

16.3 The territorial scope, duration and permitted media of the rights of use shall be determined by the individual agreement.

16.4 The Customer shall only have rights to modify or sublicense the works where expressly agreed. Material changes that alter the overall impression of a work require RMG’s prior consent.

16.5 Rights in pitch materials and concept drafts that are not implemented shall remain with RMG. The Customer may not use them, even in part, without a separate remuneration agreement.

16.6 Where RMG uses third-party materials in providing its services, such as stock photographs, music, fonts or model releases, RMG shall inform the Customer of the applicable licence terms.

The Customer shall indemnify RMG against all third-party claims resulting from the Customer’s use of third-party materials in breach of the contract. Unless otherwise agreed, any ongoing licence costs for third-party materials shall be borne by the Customer following project completion.

16.7 Unless otherwise agreed, RMG shall be entitled to be credited as the author of works created on behalf of the Customer.

17. Responsibility for Advertising Content and Unfair Competition Law

17.1 The Customer shall be responsible for the factual accuracy of the facts and advertising claims it supplies and for their compliance with unfair competition law.

This includes, in particular, compliance with the German Act Against Unfair Competition (UWG), advertising disclosure requirements for native advertising and influencer marketing, and industry-specific advertising prohibitions and restrictions.

17.2 The Customer shall indemnify RMG against all third-party claims arising from the use of content supplied or approved by the Customer, including the costs of formal cease-and-desist demands, contractual penalties and claims for damages arising from anti-competitive, misleading or otherwise infringing advertising.

17.3 RMG shall draw the Customer’s attention to obvious legal concerns insofar as they are identifiable without an in-depth legal review. RMG does not provide independent legal advice.

18. Data Protection

18.1 Where RMG processes personal data on behalf of the Customer in providing its services, for example in connection with email marketing, social media campaigns, target audience analyses or CRM maintenance, the parties shall enter into a separate data processing agreement pursuant to Article 28 GDPR.

18.2 The Customer shall remain the controller within the meaning of the GDPR for the personal data it transfers. The Customer warrants that the transfer to RMG is based on a valid legal basis and that the data subjects have been duly informed.

19. Use of Subcontractors and Freelancers

19.1 RMG may engage third parties to fulfil its contractual obligations, such as freelancers, photographers, production service providers, influencers, programmers or printing companies. RMG shall remain the Customer’s sole contracting party even where subcontractors are engaged.

19.2 RMG shall ensure that third parties engaged by it are subject to contractual confidentiality obligations to the same extent.

20. Use as a Reference

20.1 RMG may use completed work for the Customer in an appropriate manner as a reference and in its portfolio, including submissions to creative and industry competitions and for its own promotional purposes. Existing confidentiality agreements shall remain unaffected.

20.2 The Customer may object in writing to use as a reference in individual cases. In the event of an objection, further use shall cease within a reasonable transition period.

21. Third-Party Costs and Media Buying

21.1 Where RMG purchases advertising space, production services, influencer services or other third-party services on behalf of the Customer, such purchases shall, unless expressly agreed otherwise, be made in the Customer’s name and for the Customer’s account. RMG acts as an intermediary in this respect.

21.2 Third-party costs shall be invoiced separately to the Customer and are distinct from the remuneration for RMG’s agency services. RMG may charge an agency commission on third-party costs.

21.3 The Customer shall bear the commercial risk associated with booked third-party services. Cancellation costs arising from the Customer’s delayed or incomplete cooperation shall be borne by the Customer.

22. Compliance with Foreign Trade Regulations

22.1 The parties undertake not to maintain or enter into business relationships with persons, organisations or entities listed on applicable sanctions lists—in particular EU sanctions lists or the OFAC SDN List—or based in embargoed countries, insofar as this would violate applicable sanctions regulations.

22.2 The Customer shall indemnify RMG against all costs and losses resulting from the Customer’s breach of Clause 22.1.

23. Early Termination

23.1 Either party may terminate the contract early for good cause.

Good cause exists where, taking into account all circumstances of the individual case and weighing the interests of both parties, the terminating party cannot reasonably be expected to continue the contractual relationship until its agreed end or until completion of an agreed service.

Where good cause consists of a breach of a contractual obligation by the other party, termination shall only be permitted after a period set for remedy has expired without success or after a warning has been unsuccessful, unless special circumstances exist which, taking into account the interests of both parties, justify immediate termination.

23.2 In the event of termination, RMG shall be entitled to remuneration for services already performed. Any further statutory claims shall remain unaffected.

23.3 If the Customer terminates the contract early without grounds for extraordinary termination, RMG may claim the agreed remuneration.

However, RMG shall deduct any expenses saved as a result of the early termination and any earnings obtained, or which it fails to obtain, through alternative use of its labour.

For services not performed, RMG may claim 5% of the remuneration attributable to those services. RMG shall nevertheless remain entitled to assert a higher claim for remuneration, taking into account the criteria set out above.

The Customer may demonstrate that greater expenses were saved or that higher earnings were obtained or deliberately not obtained in bad faith.

24. Ordinary Termination of Continuing Contractual Relationships

24.1 Where the parties have entered into a continuing contractual relationship, such as a retainer agreement, framework agreement or ongoing support agreement, either party may terminate it by observing an ordinary notice period.

24.2 Notice of termination must be given in written form within the meaning of Section 126 BGB.

24.3 The right to extraordinary termination for good cause pursuant to Clause 23 shall remain unaffected.

24.4 In the event of ordinary termination, RMG shall perform the services owed up to the effective date of termination in accordance with the contract. Projects already commenced shall be handed over at the stage reached at the time of termination in return for proportionate remuneration.