General Term and Conditions

1. ‍1. General

1.1 These General Terms and Conditions (GTC) apply to all contracts concluded between I*AM Design & Communication GmbH (hereinafter “I*AM”) and the customer.

1.2 I*AM offers the customer, among other things, services in the field of brand communication and website creation and development (including maintenance and support). The specific scope of services shall be set out in a separate contract between I*AM and the customer.

1.3 I*AM’s services are not offered to consumers or private individuals, but expressly only to businesses.

1.4 Unless expressly agreed otherwise with the customer, I*AM is entitled to have the required services performed by third parties as vicarious agents, in its own name and for its own account. In such cases, I*AM shall remain the customer’s sole contractual partner.

1.5 Only I*AM’s General Terms and Conditions shall apply. Any other general terms and conditions, in particular those of the customer, are expressly excluded.

1. ‍2. Customer’s cooperation obligations

2.1 If the customer provides I*AM with texts, images or other media, the customer shall ensure that such content and media do not infringe third-party rights (in particular copyrights and trademark rights) or violate any laws or regulations. The customer shall be responsible for holding all rights required in relation to the content and media provided to I*AM by the customer in connection with contractually agreed work. I*AM is not obliged to verify whether the customer is entitled to dispose of the required rights.

2.2 If I*AM determines that content or media provided by the customer infringes third-party rights or applicable law, I*AM is entitled and obliged to reject such content and media and return them to the customer at the customer’s expense.

2.3 If the customer provides material to I*AM, the customer is responsible for making available, at its own expense and risk, the licences required for I*AM to process that material.

2.4 If personal data of the customer must be processed as part of the work to be performed by I*AM, a data processing agreement pursuant to Article 28 GDPR is required. In that case, both parties undertake to conclude a data processing agreement prepared by I*AM when entering into the contract, and in any event before I*AM begins providing the services.

2.5 As a rule, the customer is responsible for obtaining the information, data and media required to design the websites and shall provide them to I*AM within the period agreed with I*AM and in good time. If the customer does not provide these materials by the agreed time, or at all, and also gives I*AM no instructions, I*AM may, at its discretion and at the customer’s expense, use image and media material from well-known providers and service providers in compliance with copyright attribution requirements, or insert a placeholder in the relevant parts of the website.

2.6 I*AM shall not be responsible to the customer for delays in project implementation caused by the customer’s failure to cooperate when required or by late cooperation. The customer shall bear any resulting consequences, such as increased costs and additional work incurred by I*AM due to a delay attributable to the customer. The resulting costs will be invoiced to the customer.

1. ‍3. Website creation and use of agile methods

3.1 Under contracts for website creation between I*AM and the customer, I*AM’s services generally consist of developing new websites or extending existing websites (e.g. integrating new interfaces or programming new online applications), in accordance with the customer’s technical and/or design requirements. For this purpose, the customer shall provide I*AM with as precise a description as possible of the desired website content, including design materials such as images, layouts, logos and similar items. On this basis, I*AM will prepare an offer for the customer. I*AM will review and take the customer’s requirements into account, to the best of its knowledge and belief, with regard to completeness, suitability, clarity and feasibility. The contract between the customer and I*AM shall be concluded once the customer accepts I*AM’s offer setting out the individual services.

3.2 Websites/shops are generally created for the most widely used browsers, Google Chrome, Apple Safari and Mozilla Firefox, and optimised for their then-current versions (in each case, the two latest browser versions). Optimisation for mobile devices is required only if expressly agreed. Any other or different services relating to website creation must also be agreed individually between I*AM and the customer.

3.3 I*AM’s offer to the customer will generally include a “sample page” or an “online design proposal”, the format and content of which I*AM may select freely. The customer is not entitled to any particular design elements or functions in such a sample. If I*AM and the customer cannot reach an agreement on the basis of the sample page or online design proposal, no contract for the use of the work results shall be concluded. In that case, the prospective customer is not entitled to receive the sample page, online design proposal or related source code. The customer must delete or return to I*AM any copies remaining in the customer’s possession.

3.4 In accordance with I*AM’s customary working methods, websites are created using agile methods. SEO optimisation will be implemented only if expressly agreed separately with the customer.

3.5 I*AM is required to review or obtain rights, procure tools (e.g. analytics tools) or certificates (e.g. SSL/TLS), or provide development, application or other documentation only if expressly agreed in the contract with the customer.

3.6 As a prerequisite for I*AM’s performance, the customer must provide I*AM, before work begins, with all data required to implement the project (texts, templates, graphics, etc.), in full, on time and in the form specified by I*AM. If the customer fails to meet this obligation on time or at all, I*AM may invoice the customer for the additional time incurred as a result.

3.7 The customer may access the development site at any time and submit requests and suggestions, provided they are covered by the scope of the contract. If a customer request or the customer’s access to I*AM’s development sites increases the work required, the customer must pay I*AM separately for that work. Amendments to the contractually agreed scope of services may be taken into account only if I*AM has also confirmed them in text form. Otherwise, I*AM is obliged to provide only the scope of services specified in detail in the contract.

3.8 Once I*AM has completed the website, I*AM will ask the customer to accept it within a specified period.

3.9 Following acceptance of the website and/or individual parts of it by the customer, I*AM shall promptly provide the customer by email with all graphics and source code, insofar as this is technically feasible and reasonable and/or separately agreed by contract with the customer. Documentation and/or manuals for third-party modules used, and any development documentation, may also be provided subject to express agreement and reimbursement of costs.

3.10 The remuneration for website creation shall be determined by the arrangements set out in the website creation contract between the customer and I*AM, based on I*AM’s offer and any additional services performed.

3.12 If the customer decides to use hosting services provided by third parties rather than by I*AM, I*AM shall not be liable for the proper functioning of the relevant servers or their configuration, data lines and/or the availability of the website.

1. ‍4. Special provisions for website maintenance

4.1 In addition to creating the website and/or individual parts of it, I*AM offers the customer website maintenance and support services. I*AM may also offer maintenance for third-party websites. However, I*AM is not obliged to make such an offer, nor is the customer required to use I*AM’s additional services.

4.2 Under maintenance contracts, I*AM undertakes to remedy malfunctions and update the website as needed for common web browsers in their then-current versions. Under maintenance contracts, I*AM is required to provide updates (in particular security updates) free of charge. Upgrades, by contrast, comprise additional paid enhancements or updates for the customer. Any further maintenance/support services must be agreed in a separate contract between the customer and I*AM, specifying the services and prices.

4.3 To enable I*AM to carry out maintenance work, the website content must be compatible with I*AM’s systems. Compatibility may be affected in particular by outdated components of the content to be maintained or by unauthorised changes made by the customer. The restoration of compatibility may be agreed with I*AM as an additional paid service.

1. ‍5. Web hosting and domain registration

4.4 I*AM shall not be liable for malfunctions or incompatibilities caused by unauthorised changes made by the customer or by other errors outside I*AM’s responsibility. Completely error-free software functionality is not possible and is therefore not I*AM’s responsibility. In particular, the customer is required to keep its software up to date from a security perspective. Virus scanners and firewalls must always be kept up to date. The provisions under “Liability and warranty” remain unaffected.

5.1 I*AM also offers the customer hosting and domain registration services, in particular as additional services to be agreed and paid for as part of website creation. The specific scope of services (domain registration, storage space, certificates, etc.) and the prices must be agreed separately in a contract between the customer and I*AM. In connection with such a contract, I*AM is entitled to use third-party services in any form in connection with the provision of hosting services, or to engage third parties to provide the services on the basis of a data processing agreement.

5.2 Unless otherwise agreed, if engaged as the host, I*AM will administer and manage the data.

5.3 The availability, calculated as an annual average, of the servers used by I*AM for hosting, which are located in Germany, is at least 99%. This excludes periods during which the servers are unavailable due to events beyond I*AM’s control (force majeure, acts of third parties, technical problems, etc.) or for maintenance purposes.

5.4 The customer is not entitled to the allocation of a fixed IP address for its online presence. Changes required for technical or legal reasons may be made at any time and are reserved.

5.5 The customer must not disclose to third parties any passwords or other access credentials provided by I*AM and must change them regularly. The customer is responsible for any misuse by third parties to the extent attributable to the customer. In this regard, the customer is also responsible for keeping its virus protection and firewall up to date.

5.6 The customer is required to make regular backup copies of its hosted data. If the customer is unable to do so, it must engage I*AM or another suitably qualified third party to make backups. The customer is solely liable for any data loss resulting from inadequate backups.

5.7 If the customer uses I*AM’s domain registration services, the following additional provisions apply:

5.7.1 The contractual relationship required to register the relevant domain is established directly between the customer and the relevant domain allocation authority or registrar. In the relationship between the customer and the allocation authority, I*AM acts solely as an intermediary and has no influence over the allocation of the domain.

5.7.2 The customer bears full responsibility for ensuring that the domain it wishes to register does not infringe third-party rights. I*AM is not required to check the domain for admissibility issues or availability.

• ‍6. Print

5.7.3 The terms and conditions of the relevant allocation authorities also apply to domain registrations. If a registration is contemplated, I*AM will inform the customer of any relevant particularities known to I*AM.

6.1 Design contracts in the print sector between I*AM and the customer generally concern the development of designs for print products in accordance with the customer’s requirements (e.g. designs for logos, brochures, posters, flyers, banners, social media graphics, vehicle or shop-window lettering, or textiles). The detailed services, including any additional paid services, shall be agreed separately in a contract between the customer and I*AM.

6.2 To enable I*AM to prepare an offer, the customer shall provide as precise a description as possible of the design services desired. The customer is responsible for holding the required rights (in particular third-party rights, including copyrights and trademark rights). After reviewing the customer’s requirements for completeness, suitability, clarity, feasibility and consistency, I*AM will prepare an offer. A contract between I*AM and the customer shall be concluded when the customer accepts the offer.

6.3 The remuneration for the services to be provided by I*AM shall be determined on the basis of I*AM’s offer and any additional services agreed with the customer, and shall be set out in the contract to be concluded between I*AM and the customer and in any amendments thereto.

6.4 I*AM’s performance is conditional on the customer providing I*AM, before work begins, with all data required to implement the project (texts, templates, graphics, etc.), in full, in a suitable format and within the specified period. I*AM shall in no way be responsible to the customer for delays in project implementation caused by late or absent cooperation by the customer. I*AM is entitled to invoice the customer for the additional time incurred as a result.

6.5 After the contract has been concluded, the customer’s requirements will, if necessary, be discussed in a further briefing, and the requirements and any additional requests from the customer will be recorded in writing in a supplementary agreement. If separately agreed between the customer and I*AM, a rebriefing may take place before the subject matter of the services is produced. Otherwise, I*AM is obliged to produce only the items listed in the contract. Any additional services must be agreed separately in writing and paid for.

6.6 Once I*AM has completed the agreed subject matter of the services, I*AM will ask the customer to accept the work within a specified period.

6.7 Unless otherwise agreed, the customer is entitled to two revision rounds. If the customer does not respond within two weeks after being asked by I*AM, the work result shall be deemed approved. Complaints regarding artistic design are generally excluded. Any further changes requested by the customer must be agreed separately and paid for.

1. ‍7. Video and photography

6.8 Unless separately agreed by contract with the customer, for print products I*AM is required to provide only a print-ready file (e.g. PDF, JPG or PNG) in addition to the contractually agreed services. The customer is not entitled to receive an editable master file (e.g. InDesign, Photoshop, etc.) from I*AM.

7.1 I*AM creates professional videos and photographs for customers. The services agreed in each case are set out in the contract concluded between I*AM and the customer, including the services to be provided and the prices payable for them.

7.2 Based on as precise a description as possible of the services desired by the customer, I*AM will prepare an offer. The customer is responsible for holding the required rights (in particular third-party rights, including copyrights and trademark rights). I*AM will review the customer’s requirements for completeness, suitability, clarity, feasibility and consistency. A contract for the services to be provided by I*AM and the prices payable for them shall be concluded only when the customer accepts the offer.

7.3 The creation of videos and photographs is a creative service that requires a high degree of artistic freedom. I*AM therefore undertakes to create only a work which, in I*AM’s own experience and assessment, meets the customer’s wishes. Complaints regarding artistic design are generally excluded.

7.4 If the customer provides individuals for the creation of the video or photographs (e.g. its employees or professional models), the customer alone is responsible for ensuring that the individuals concerned have consented to the use of the recordings for the agreed purposes. In particular, the customer is responsible for concluding appropriate model release agreements, including compliance with employment and tax law requirements, and, where applicable, GEMA registration and payment of fees. The customer must also obtain written confirmation from the individuals concerned that they agree to the recordings and to the processing of their personal data within the meaning of the GDPR. If the customer fails to fulfil these obligations, it shall be fully liable for the resulting consequences.

7.5 Unless otherwise agreed, the customer is entitled to two revision rounds. If the customer does not respond within two weeks after being asked by I*AM, the work result shall be deemed approved. Complaints regarding artistic design are generally excluded. Any further changes requested by the customer must be agreed separately in writing, and the costs incurred must be paid to I*AM.

7.6 Once the agreed subject matter of the services has been completed, I*AM will ask the customer to accept the work within a specified period.

1. ‍8. SEO marketing and SEA campaigns

7.7 Unless otherwise agreed by contract with the customer, I*AM is entitled to place a copyright notice in its favour on works created by I*AM. This does not apply where such a notice is not customary in the relevant industry for the specific work created by I*AM.

8.1 I*AM also offers the customer SEO marketing services. I*AM performs only measures which, based on I*AM’s experience, may positively influence search engine rankings or which are expressly agreed with the customer. A specific result (e.g. sales figures) is owed as part of SEO services only if that result is expressly agreed as a service to be provided. Marketing services may be cancelled by either the customer or I*AM by written notice to the other party, with one (1) month’s notice to the end of a calendar month.

8.2 I*AM also offers the customer services relating to SEA campaigns. In providing these services, I*AM is required only to submit proposals for advertising-effective keywords and, following the customer’s approval, to implement the measure (placing advertisements). I*AM does not guarantee any particular result (e.g. a particular ranking in Google search results) in connection with SEA services, unless this has been expressly agreed by contract with the customer as a service to be provided by I*AM.

8.3 In addition to its right to remuneration for the contractually agreed services, I*AM is entitled to reimbursement from the customer for expenses relating to paid advertisements as part of an SEA campaign.

1. ‍9. Prices and remuneration

8.4 I*AM is not liable for the lawfulness of keywords and is not required to review them. I*AM will submit proposals to the customer regarding the booking of keywords. Before the campaign is implemented, the customer must ensure that the use of third-party rights (in particular copyrights and trademark rights) is permissible and that the keywords are approved.

1. ‍10. Acceptance

Prices and payment terms shall always be agreed in a separate contract between the customer and I*AM. Remuneration for additional services must be agreed with the customer separately in a separate contract or an amendment to the original contract.

1. ‍11. Liability and warranty

Where I*AM has agreed to create a work, I*AM may require the customer to accept it in writing if I*AM requests this. The acceptance period set by I*AM is two weeks from the date on which I*AM notifies the customer that the work is complete. In exceptional cases, a different acceptance period may be agreed with the customer. If the customer does not contact I*AM within this period or does not refuse acceptance on the grounds of a defect, the work shall be deemed accepted. If acceptance is refused only for parts of the work, the remainder of the work shall be deemed accepted.

11.1 As a general rule, I*AM excludes liability.

11.2 However, I*AM shall be liable without limitation for damages arising from injury to life, limb or health, and for damages based on an intentional or grossly negligent breach of duty by I*AM or an intentional or grossly negligent breach of duty by I*AM’s legal representative or vicarious agent.

11.3 In the event of a slightly negligent breach of material contractual obligations, I*AM shall be liable only for the foreseeable damage typical for the contract. Material contractual obligations are obligations whose fulfilment is essential to the proper performance of the contract and on whose fulfilment the customer may regularly rely.

1. ‍12. Contract terms and termination

11.4 Warranty claims shall be governed by the statutory provisions, but shall be limited to 12 months from the transfer of risk for the relevant service.

1. ‍13. Grant of rights, self-promotion and right to be mentioned

The contract terms of the agreements concluded between the customer and I*AM shall be governed by the respective separate agreements. The notice period is generally three months to the end of a calendar year. If the contract is not terminated in writing to the other party in due time before the end of its term, it shall automatically be extended for a further 12 months. The right to terminate for good cause without notice remains unaffected.

13.1 Upon full payment for the services provided by I*AM, I*AM shall generally grant the customer, in the relevant work results and/or source code, upon their creation, a geographically and temporally limited, non-exclusive, remunerated and non-transferable right of use. If the customer wishes I*AM to grant additional rights, the customer and I*AM shall enter into a contractual agreement specifying the nature and scope of the rights to be granted and the price payable by the customer for them.

13.2 I*AM may grant such licences to the customer only to the extent of the rights that have themselves been granted to I*AM for use. However, I*AM excludes all liability towards the customer for the scope or existence of such rights of use.

13.3 Unless otherwise agreed separately, the customer expressly grants I*AM permission to publicly display the project in an appropriate manner for self-promotional purposes (references/portfolio). In particular, I*AM may use its business relationship with the customer for its own advertising purposes without the customer being entitled to remuneration for this. If the customer does not wish I*AM to make such use, the customer must notify I*AM in writing.

1. ‍14. Confidentiality

13.4 I*AM is also entitled to place its name, with a link, in an appropriate manner in the footer and legal notice of the website(s) created by I*AM, without the customer being entitled to any fee for this. If the customer does not wish I*AM to make such use, the customer must notify I*AM in writing.

1. ‍15. Use of AI systems

I*AM undertakes to treat as strictly confidential all business documents of the customer that come to I*AM’s attention, including in particular print materials, layouts, storyboards, numerical data, drawings, audio tapes, images, videos, DVDs, CD-ROMs, interactive products, other documents such as films and/or audio dramas, and/or other copyright-protected materials belonging to the customer or companies affiliated with the customer. I*AM undertakes to impose the confidentiality obligation on all employees and/or third parties (e.g. suppliers, graphic designers, programmers, film producers, recording studios, etc.) who have access to this confidential information. The confidentiality obligation shall continue indefinitely after this contract has ended. I*AM shall comply with the provisions of the German Trade Secrets Act and the GDPR, which also applies. Exceptions apply only to the extent that I*AM is required to disclose this confidential information by an administrative or court order or under applicable law.

15.1 I*AM is entitled, but not obliged, to use AI systems in support of providing the contractually agreed services, insofar as this serves to increase efficiency, ensure quality or support creative development and does not impair the purpose of the services contemplated by the contract.

15.2 Content created using AI systems will be reviewed by I*AM’s qualified personnel before being used in work results and revised where necessary. Nevertheless, I*AM gives no warranty as to the accuracy, currency or completeness of such content. The liability provisions under Section 15 of these GTC shall otherwise apply accordingly.

15.3 When using AI systems, I*AM will take care not to use third-party copyright-protected content without an appropriate legal basis and to ensure that AI-assisted work results can generally be incorporated into the customer’s respective intended use. Unless the parties agree otherwise, the customer is responsible for the legal review of the further use of the work results.

15.4 If the customer wishes no AI systems to be used in providing the services, or wishes results created using AI to be separately identified, the customer must notify I*AM in text form before the project begins. If no such notice is given, I*AM’s use of AI systems to the extent described above shall be deemed approved.

1. ‍16. Final provisions

15.5 I*AM shall comply with the transparency obligations under Article 50 of Regulation (EU) 2024/1689 (EU AI Act) and shall label AI-generated or AI-manipulated content directly on the relevant content to the extent required by law. A general reference in these GTC to the use of AI does not replace any labelling required by law on the relevant content.

16.1 The contracts concluded between I*AM and the customer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 The place of performance shall be I*AM’s registered office.

16.3 I*AM is entitled to amend or update these GTC subject to a reasonable notice period. Existing customers shall be notified by email no later than two weeks before the amendments take effect. Unless the existing customer objects within the period specified in the notice of amendment, the customer’s consent to the amendment shall be deemed given. If the customer objects, I*AM is entitled to terminate the contract extraordinarily with effect from the date on which the amendment takes effect. The notice of the intended amendment to these GTC shall specify the objection period and the consequences of objecting or failing to object.

1. As of 01.09.2026