GTC

1. GENERAL

wagemut GmbH, Burgunderstraße 31, 40549 Düsseldorf, Germany (hereinafter referred to as wagemut), provides comprehensive services as a studio for clients (hereinafter referred to as the Client), such as: 3D Design, Brand Identity Design, Brand Strategy, Exhibition Design, Film & Motion Design, Graphic Design, Marketing Campaigning, Naming, Online Shop Design & Development, Photo & Content Production, Print Media, Public Relations, Signage & Environmental Graphics, UI/UX Design, Webdesign & Development.

2. SCOPE OF APPLICATION

2.1 wagemut provides all services arising from the contractual relationship with the Client exclusively on the basis of the General Terms and Conditions set out below. These terms and conditions also apply to future business between the contracting parties without the need for a separate agreement.

2.2 General terms and conditions of the Client or of third parties apply only insofar as wagemut has expressly consented to them in writing.

3. CONCLUSION OF CONTRACT / PERFORMANCE OF CONTRACT

3.1 The contract is concluded by acceptance of the offer made by wagemut in text form (Section 126b German Civil Code). wagemut is bound to its offers for two weeks.

3.2 Orders, amendments, supplements as well as price and service specifications by wagemut require text form to be legally effective. Orders and collateral agreements made verbally are binding only if wagemut confirms them in text form and the Client does not object in text form within one week of receipt of the confirmation; wagemut shall expressly draw the Client’s attention to the significance of its silence in the confirmation. This also applies to amendments to the contract after conclusion of the contract.

3.3 wagemut is entitled to transfer the contract in its entirety to a third party (transfer of contract). In this case, the Client is entitled to terminate the contract without notice.

3.4 wagemut is entitled to engage the assistance of third parties and to transfer rights and obligations in this respect to third parties as vicarious agents for the performance of the contract.

3.5 The Client is not entitled to transfer, pass on or sell services provided by wagemut to third parties without the express written consent of wagemut. A refusal of consent does not give rise to any claims of the Client against wagemut.

4. TERMS OF PAYMENT

4.1 Fees are payable in euro unless stated otherwise and are exclusive of value added tax. Value added tax will be invoiced separately at the applicable rate in accordance with the applicable tax regulations.

4.2 All payments are to be made to wagemut without any deduction immediately upon receipt of the invoice. In the event of late payment, default interest of 2% above the respective discount rate of the European Central Bank shall be payable. This does not exclude the assertion of further damage caused by default. Payment deadlines are deemed to have been met if wagemut can dispose of the amount within the deadline. Payments may be set off against other outstanding claims at wagemut’s discretion.

4.3 Set-off by the Client against disputed claims or claims not established by final judgment is excluded. The same applies to any right of retention of the Client insofar as it is not based on the same contractual relationship. The assignment or pledging of claims arising from the contractual relationship between the Client and wagemut to third parties is permitted only with the consent of the respective other contracting party.

4.4 The Client consents to the electronic transmission of invoices and proofs of use.

4.5 The Client must assert any objections to invoices from wagemut in text form within six weeks of receipt of the invoice. After expiry of this period, objections may be asserted only if the Client was prevented from complying with the deadline through no fault of its own.

4.6 Until full payment of the services invoiced, all rights (rights of use, licence rights, etc.) in the services provided by wagemut remain with wagemut. The same applies to goods and works delivered. These remain the property of wagemut until the purchase price has been paid in full.

4.7 Contracts whose calculation basis is time-based are recorded and invoiced monthly, at the beginning of the month following the month in which the service was rendered, or upon successful completion. Larger works to be carried out within the scope of such contracts shall be scoped in advance in coordination with the Client and communicated in text form together with a forecast of the time required. wagemut may commence work only after the Client has approved the forecast. In the event of cancellation of such a project, wagemut reserves the right to invoice up to 50% of the remaining projected hours for winding the project down. The time-based contract itself remains unaffected.

4.8 Consultation, research and conceptual work: an initial meeting of up to one hour, together with an offer based on it, is free of charge and will not be invoiced. Consultation, conceptual work, research and the obtaining of external quotations are charged at the standard hourly rates.

5. PRICE CHANGES / PRICE INCREASES / HOURLY RATES

wagemut reserves the right to change agreed prices during the term of the contract, but not before the expiry of four months from the entry into force of the respective contract. Unless the Client terminates the contract in accordance with Clause 7.3, such a change takes effect three months after the end of the month in which it was communicated to the Client. The following hourly rates are deemed to have been agreed, unless otherwise stipulated in the contract. Changes after briefing or after approvals have been granted constitute additional work which is not part of the respective order and are charged at the following hourly rates (net) in 15-minute increments:

Campaign / search engine optimisation EUR 119.00 per hour

Design (creative work) EUR 119.00 per hour

Development / programming EUR 119.00 per hour

Consulting (conceptual expert advice) EUR 119.00 per hour

Copywriting (SEO-optimised) EUR 119.00 per hour

Knowledge transfer (specialist training) EUR 239.00 per hour

Generative AI EUR 149.00 per hour

3D content creation EUR 149.00 per hour

3D rendering EUR 60.00 per hour

Travel costs EUR 0.49 per km (one way)

6. ACCEPTANCE

6.1 Acceptance shall take place only if agreed between the parties in text form. Where acceptance has been agreed, wagemut shall notify the Client in text form that the services are ready for acceptance. Acceptance is then to be carried out within a period of five days. Acceptance may not be refused on account of defects which do not affect the functionality of the service or affect it only insignificantly.

6.2 If acceptance does not take place within 14 days of wagemut’s notification of readiness for acceptance, for reasons for which wagemut is not responsible, acceptance shall be deemed to have taken place upon expiry of that period.

6.3 Acceptance is deemed to have taken place as soon as the Client has put wagemut’s services into use.

7. TERMINATION

7.1 The minimum term of service and hosting agreements is one year, commencing on the agreed date of service provision. The contract shall be tacitly renewed for a further year unless one of the contracting parties gives notice of termination at least three months before expiry of the agreed term. Notice of termination requires text form. Termination may be limited to individual ordered services.

7.2 During its term, the contract may be terminated by either party only for good cause in accordance with Section 626 German Civil Code. Good cause includes in particular, but is not limited to:

serious breach of principal contractual obligations; the dissemination by the Client, via the infrastructure provided by wagemut, of data or offerings with pornographic content, content harmful to minors, or content contravening the free and democratic principles of the Federal Republic of Germany;

technical obstacles not foreseeable at the time the contract was concluded which make continuation of the services impossible;

the opening of insolvency proceedings over the assets of a contracting party where these are not withdrawn within 30 days, the rejection of the opening of insolvency proceedings for lack of assets, or the liquidation of the respective contracting party;

the transfer of the contract as a whole to a third party (transfer of contract).

7.3 The Client is further entitled to terminate the contract following notification of a unilateral price increase by wagemut, by giving notice in text form one month before the increase takes effect, with effect from the date the increase takes effect.

7.4 If the Client wishes to terminate or rescind the contract prematurely in the absence of good cause within the meaning of Clause 7.2, wagemut may consent to the termination of the contract. In this case, the Client is obliged to pay wagemut a lump sum of 30% of the outstanding order value as compensation for lost profit, arrangements already made and planning costs. Services already rendered will be invoiced in addition on a time and material basis. The Client reserves the right to prove that wagemut incurred lower damage. Payments already made will not be refunded insofar as they are covered by services rendered up to the time of termination.

8. SCOPE OF SERVICES

8.1 wagemut undertakes to provide all services to the highest quality and in accordance with the recognised state of the art.

8.2 The scope of services comprises all work required to fulfil the order. The respective project description and the specified scope of services of the respective order (e.g. website files or print files) shall be decisive. Any preliminary and intermediate products, exemplary illustrative material (e.g. illustrations, icons, image material), unused designs or design drafts, mood boards and open files serve guidance purposes only and, unless expressly listed for delivery, do not form part of the contract for the respective order. No transfer, delivery or handover of rights of use takes place in respect of these.

8.3 Where the provision of services by wagemut requires activities of third parties which are outside wagemut’s sphere of influence, wagemut may extend delivery times or withdraw from the contract if and insofar as those third-party activities cannot be performed on time or properly. wagemut shall inform the Client of this without undue delay, insofar as this is possible and reasonable.

8.4 Operational disruptions caused by unauthorised or faulty use of wagemut services by the Client entitle wagemut to exclude the Client from use of the service until the disruption has been remedied. Any expenses separately incurred by wagemut in eliminating the disruption shall be borne by the Client.

9. DUTIES AND OBLIGATIONS OF THE CLIENT

9.1 The Client is obliged to support wagemut to the best of its ability in the performance of the contractual relationship. This applies in particular to obtaining the necessary information and permits, providing access to the network facilities operated, and providing the necessary and suitable premises as well as the necessary telephone lines and power supply.

9.2 The Client undertakes to have due regard to system security. It is responsible for the responsible and secure safekeeping of all confidential information, in particular user IDs, passwords and access codes. Upon request, the Client shall change passwords and the like without undue delay. Where there are indications of misuse of a user ID or password, the Client shall inform wagemut without undue delay.

9.3 The Client is not entitled to disclose passwords for the use of wagemut services to third parties.

9.4 The Client is obliged to avoid placing an unnecessary load on the server (for example through inadequately programmed scripts). If the functionality of the server is impaired by such pages, wagemut is entitled to block access by the Client or third parties to those pages. wagemut shall inform the Client of this immediately and restore access without undue delay once the problem has been resolved.

9.5 Facilities and works made available remain the property of wagemut and are to be returned to wagemut by the Client immediately upon termination of the contract. This does not apply insofar as a transfer of ownership has been expressly agreed in writing between the parties.

9.6 The Client is obliged to support wagemut in the performance of the contractual relationship. This applies in particular to the delivery of the text, image, video and audio materials specified in the order which are necessary for the performance of the contract. Unless otherwise agreed in text form, requested materials shall be delivered within 10 working days.

9.7 The Client undertakes to review drafts, prototypes, wireframes or presentations received for revision without undue delay and to comment on them within 10 working days.

9.8 In the event of a delay culpably caused by the Client under Clauses 9.6 and 9.7, wagemut reserves the right to charge a standby fee for rescheduling and replanning for each overdue week. The amount of this standby fee is based on 0.5 daily rates of the respective employees assigned to the project phase.

9.9 Where the Client arranges appointments with wagemut that require advance staff planning — in particular in connection with content productions, video shoots, photo shoots or comparable on-site assignments — the Client undertakes to pay a flat-rate cancellation fee of 0.5 daily rates per scheduled employee in the event of postponement or short-notice cancellation (less than 72 hours before the scheduled assignment). The calculation basis is the daily rate specified in the offer or contract. External service providers already booked will be invoiced in addition on a time and material basis.

10. LIABILITY

The Client’s claims for damages or for reimbursement of futile expenditure are governed by the following provisions:

10.1 The liability of wagemut and its vicarious agents extends only to intentional and grossly negligent breaches of duty. This does not apply to damage arising from injury to life, body or health.

10.2 In cases of slight negligence, wagemut is liable only where an obligation is breached the fulfilment of which is of particular importance for achieving the purpose of the contract (cardinal obligation). In the event of a slightly negligent breach of a cardinal obligation, liability is limited to the damage typical of the contract and foreseeable, and in amount to three times the remuneration agreed between wagemut and the Client.

10.3 Claims of the Client for compensation for indirect damage, on whatever legal ground, are excluded.

10.4 Liability for loss of data is limited to the typical cost of restoration that would have been incurred had backup copies been made regularly and commensurately with the risk, unless one of the conditions set out in Clause 10.1 or 10.2 applies.

10.5 Liability under the German Product Liability Act remains unaffected.

10.6 wagemut is not liable for the operability of the telephone, ISDN or DSL lines to its server, nor in the event of power failures or failures of servers outside wagemut’s sphere of influence.

11. CLAIMS FOR DEFECTS

11.1 wagemut warrants that all services are substantially performed, comply with the recognised rules of technology and are free from defects which negate or reduce their value or their fitness for ordinary use or for the use assumed under the contract. The warranty does not extend to damage or malfunctions caused by the Client culpably breaching provisions of the existing contractual relationship, or by third parties commissioned by the Client making changes to or processing wagemut’s services without wagemut’s written consent.

Upon request, the Client shall support wagemut to the best of its ability with qualified employees in identifying and eliminating errors. The costs of identifying errors will be invoiced to the Client separately unless the error is attributable to defective performance by wagemut.

11.2 If a defect occurs in the services rendered by wagemut, wagemut shall, at its option, either remedy the defect within a reasonable period or render the service complained of anew free from defects (supplementary performance).

11.3 If supplementary performance ultimately fails, in particular because the defect is not remedied or circumvented despite attempts to do so, because supplementary performance is unreasonably delayed, or because it is unjustifiably refused, the Client may reduce the price of that service.

11.4 Any further claims of the Client, in particular for consequential damage caused by a defect, are excluded in principle. This does not apply in cases of intent, gross negligence or breach of material contractual obligations by wagemut, nor in the event of injury to life, body or health.

11.5 The Client shall notify wagemut of obvious defects in text form within two weeks of acceptance of the service. If the Client fails to give such notification, its claims for defects lapse two weeks after it became aware of the defect. This does not apply in cases of fraudulent intent on the part of wagemut.

11.6 Claims for damages become time-barred twelve months after the statutory commencement of the limitation period, unless there is intent or gross negligence or unless liability arises for injury to life, body or health.

12. THIRD-PARTY RIGHTS / IDENTIFICATION

12.1 wagemut is a registered trademark of wagemut GmbH. The wagemut trademark may not be used without the prior written consent of wagemut GmbH. wagemut is not responsible for content — in particular website content — provided by the Client. In particular, wagemut is not obliged to review such content for possible infringements of rights. The Client warrants that the products and files transmitted are free of third-party rights, in particular copyrights, licence rights, name and trademark rights, which restrict or exclude use or processing within the contractually agreed scope. The parties shall notify each other without undue delay if third parties assert infringements of rights. If the Client culpably breaches its obligations under this clause, it shall indemnify wagemut against third-party claims arising therefrom and reimburse the reasonable costs of legal defence; the same applies, to the extent legally permissible, to administrative sanctions imposed on wagemut, insofar as these are based on a breach of duty by the Client and wagemut is not itself at fault. Further statutory claims remain unaffected.

12.2 In the procurement and maintenance of domains, only the Client is entitled and obliged. In this respect, wagemut is responsible neither for procuring any particular domain nor for ensuring that the domain applied for is free of third-party rights. Termination of the contractual relationship between wagemut and the Client does not affect the contractual relationship between the Client and the domain vendor. The Client shall indemnify wagemut against third parties in this respect. This provision applies accordingly to SSL certificates brokered by wagemut to the Client.

12.3 The Client is obliged to provide services which it makes available for use, or to which it provides access for use, with provider identification pursuant to Section 5 of the German Digital Services Act (DDG) and, insofar as the offering is journalistic-editorial in nature, with the information required under Section 18 of the German Interstate Media Treaty (MStV). The Client is further responsible for providing the data protection information required under Art. 13 GDPR and for obtaining and managing the consents required under Section 25 TDDDG for access to terminal equipment, in particular for non-essential cookies and comparable technologies. Insofar as wagemut provides corresponding notices, texts or technical components, it does so on the basis of the information supplied by the Client and this does not replace the Client’s own legal review; Clause 14.6 sentence 4 applies accordingly. The statutory requirements applicable at the time of delivery shall be decisive; where successor provisions replace the aforementioned rules, those successor provisions shall apply.

12.4 The Client is obliged to indicate clearly the rights of use and protective rights it has established. The relevant notices must be evident to third parties and must be disclosed before access is given to information protected in this way.

13. RIGHTS OF USE

13.1 wagemut and the Client agree that the rights required to fulfil the contractual relationship are mutually granted, or the performance of corresponding acts of use is mutually permitted, to the extent agreed or necessary. They shall make all declarations and perform all legal acts required for this purpose.

13.2 wagemut’s works may be used only in the agreed manner of use, for the agreed purpose and to the agreed extent. In the absence of an express agreement, the purpose of the contract shall be only that purpose made recognisable by the Client when placing the order. The Client or exploiting party acquires the right to use the works within the agreed scope upon payment of the full fee. Excluded from this are mood boards and preliminary and intermediate products which constitute a preliminary stage or an aid in the design process serving to visualise and communicate a particular mood or feeling.

Even after payment of the full fee, mood boards and preliminary and intermediate products remain the property of wagemut. Any transfer of granted rights of use to third parties requires wagemut’s written consent. wagemut is entitled to information about the scope of use. The release of open files does not form part of the contract.

13.3 The Client grants wagemut the non-exclusive right, unlimited in time and territory, to use the services and project work created within the scope of the contractual relationship as well as the Client’s company name, trademark and logo for the purpose of self-promotion. This includes in particular presentation as a reference on wagemut’s website, including case studies and reference overviews in the form of logo displays, use in wagemut’s social media channels and in pitch and acquisition materials, as well as submission to awards and competitions. Use shall commence no earlier than publication of the project by the Client, unless the parties agree otherwise; the Client may specify a different date or an embargo period in text form. Where a confidentiality agreement exists between the parties, use under this clause requires the Client’s separate release in text form.

14. USE OF ARTIFICIAL INTELLIGENCE / TRANSPARENCY AND LABELLING OBLIGATIONS

14.1 wagemut and its vicarious agents are entitled to use artificial intelligence systems (AI systems) in providing the contractual services, in particular for generating and editing image, video, audio and text content (Content). The use of AI systems does not reduce the agreed remuneration. The Generative AI hourly rate under Clause 5 applies only where the generation of Content by means of AI systems is itself the service ordered; the supporting use of AI systems within other service categories is billed at the respective hourly rate of that service category. The Client may object to such use, in whole or for individual service components, in text form prior to placing the order; in that case the provision of services requires a separate agreement on remuneration and deadlines.

14.2 In addition to Clause 15, the following applies: for the Client’s materials — including where vicarious agents are engaged — wagemut uses only AI systems whose terms exclude the use of inputs for training purposes or for which wagemut has deactivated such use, and inputs materials only to the extent necessary for the provision of services. wagemut inputs personal data only to the extent necessary for the provision of services and where a data processing agreement is in place; wagemut shall notify the Client in good time where such an agreement becomes necessary. Unless the parties have agreed otherwise, an input in accordance with this clause does not constitute an impermissible disclosure to third parties; a separately concluded confidentiality agreement shall take precedence.

14.3 Insofar as wagemut is a deployer of an AI system within the meaning of Regulation (EU) 2024/1689 (the AI Act) and the Content generated is subject to a disclosure obligation under Art. 50 of the AI Act — in particular as a deep fake under Art. 50(4) of the AI Act — wagemut shall make the required disclosure as part of the services owed without separate remuneration and shall indicate upon handover which Content was AI-generated or substantially AI-edited. The machine-readable marking under Art. 50(2) of the AI Act is the responsibility of the provider of the AI system; wagemut does not owe any technical marking of its own in this respect. The statutory requirements applicable at the time of delivery and their interpretation by the competent authorities shall be decisive; subsequent changes in the law or its interpretation do not give rise to any obligation to make subsequent improvements free of charge. Labelling services going beyond the above — in particular the subsequent labelling of Content already delivered, adaptations resulting from changes in the law or its interpretation, platform- or format-specific adaptations, and adaptations resulting from changed specifications of the Client — shall be remunerated on a time and material basis at the Consulting or Development/programming hourly rate under Clause 5.

14.4 As between the parties, from handover the Client bears responsibility for transparency and labelling obligations in connection with the publication, distribution and other use of the Content, in particular under Art. 50 of the AI Act and under the terms of the respective platforms; this includes activating platform-side AI labelling and re-examining the position upon each further use, editing or republication. Where wagemut has contractually assumed responsibility for publication or distribution, wagemut shall carry out the required labelling in accordance with the requirements applicable at the time of publication; the Client shall provide information and approvals in good time. Statutory obligations which apply to wagemut itself by operation of law remain unaffected. The Client is not entitled to remove, alter or suppress visible labels, watermarks or machine-readable provenance information (e.g. C2PA metadata) which have been applied; this does not apply to preview and approval watermarks which, as agreed, do not form part of the final Content.

14.5 In addition to Clause 12.1, the Client warrants that the necessary rights and consents — in particular personality, image and trademark rights — exist for the templates and materials it provides and for the depiction of real persons specified by it, and that these cover the use ordered. Where the Client provides Content which has been generated or substantially edited by AI systems in whole or in part, it shall label such Content accordingly in text form upon delivery and shall inform wagemut of the provenance and labelling information known to it. AI-generated Content may contain factual errors; insofar as the accuracy of information depends on the Client’s sphere of responsibility or requires the Client’s particular expertise, the Client shall review the Content prior to publication and grant its approval. The Client shall inform wagemut prior to placing the order if Content is to be used for purposes subject to heightened statutory requirements, in particular political advertising or informing the public on matters of public interest.

14.6 If the Client culpably breaches its obligations under Clauses 14.4 and 14.5, it shall indemnify wagemut against third-party claims arising therefrom and reimburse the reasonable costs of legal defence; the same applies, to the extent legally permissible, to administrative sanctions imposed on wagemut, insofar as these are based on a breach of duty by the Client and wagemut is not itself at fault. Further statutory claims remain unaffected. In all other respects, Clauses 10 and 11 apply to wagemut’s liability and to the Client’s claims for defects. Notes provided by wagemut regarding labelling or other legal obligations are non-binding practical guidance and do not constitute legal advice; the legal assessment of the specific use in the respective publication context is the Client’s responsibility.

14.7 Under the law as it currently stands, Content generated entirely by AI systems is generally not protected by copyright. wagemut therefore gives no warranty as to its eligibility for protection or its exclusivity as against identical or similar results of third parties. Rights in service components based on human creative design by wagemut (e.g. conception, selection and arrangement, editing, compositing, layout) remain unaffected; Clause 13 applies to these. wagemut uses AI systems whose licence terms permit the Client’s contractually agreed commercial use of the Content delivered; the state of those terms at the time the services are provided shall be decisive.

15. DATA PROTECTION AND CONFIDENTIALITY

15.1 Both parties shall comply with the data protection requirements incumbent upon them, in particular Regulation (EU) 2016/679 (GDPR), the German Federal Data Protection Act (BDSG), the German Telecommunications and Digital Services Data Protection Act (TDDDG) and the German Digital Services Act (DDG), as well as their respective successor provisions.

15.2 The Client is the controller within the meaning of Art. 4(7) GDPR for the processing of personal data initiated by it. It determines the purposes and means of the processing and is responsible for the existence of a legal basis and for compliance with information obligations and data subject rights.

15.3 Insofar as wagemut processes personal data on behalf of the Client in the course of providing its services — in particular in connection with hosting, maintenance, support, analytics and campaign services — the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins. wagemut shall notify the Client in good time where such an agreement becomes necessary and shall provide a template for this purpose. If the agreement is not concluded in good time for reasons not attributable to wagemut, wagemut is entitled to defer the affected service components until it is concluded; Clause 8.3 applies accordingly. The data processing agreement takes precedence over these General Terms and Conditions within its scope of application.

15.4 The engagement of third parties under Clause 3.4 shall, within the scope of processing on behalf of the Client, be governed by the agreement referred to in Clause 15.3. Processing in third countries shall take place only insofar as the requirements of Art. 44 et seq. GDPR are met.

15.5 wagemut shall implement appropriate technical and organisational measures pursuant to Art. 32 GDPR. The Client shall comply with the system security requirements incumbent upon it; Clause 9.2 remains unaffected.

15.6 Each party shall treat the other party’s confidential information as confidential, shall not disclose it to third parties without authorisation and shall use it exclusively for the purposes of performing the contract. Confidential information means all information designated as such and all information whose confidential nature follows from its character or from the circumstances of its disclosure. This does not apply to information which is in the public domain, which was already lawfully known to the receiving party, which was lawfully provided to it by a third party without any confidentiality obligation, or which it developed independently. Statutory or official disclosure obligations remain unaffected; the party subject to such an obligation shall inform the other party in advance to the extent legally permissible. Disclosure to vicarious agents pursuant to Clause 3.4 is permitted insofar as it is necessary for the performance of the contract and those vicarious agents are placed under corresponding obligations. Clause 13.3 and Clause 14.2 remain unaffected.

15.7 The obligations under this clause shall survive termination of the contractual relationship; the obligations under Clause 15.6 shall survive for a period of three years from the end of the contract, unless the information has previously entered the public domain.

16. FINAL PROVISIONS

16.1 Collateral agreements and amendments to the contract require text form (Section 126b German Civil Code) to be effective; written form is not required. This also applies to any amendment of this text form requirement. Individual agreements concluded between the parties shall in all cases take precedence over these General Terms and Conditions; the party invoking such an agreement bears the burden of presentation and proof as to its existence and content.

16.2 The law of the Federal Republic of Germany shall apply.

16.3 Düsseldorf is agreed as the place of jurisdiction where the contracting parties are merchants, legal entities under public law or special funds under public law. Statutory provisions on a deviating exclusive place of jurisdiction remain unaffected. wagemut is, however, entitled to bring proceedings against the Client at the Client’s general place of jurisdiction.

16.4 The place of performance is Düsseldorf.

16.5 Should any provision be wholly or partially invalid, or subsequently lose its legal validity, the validity of the remaining provisions shall remain unaffected. The same applies if the contract contains a gap. In place of the invalid or unenforceable provision, or to fill a gap, an appropriate provision shall apply which corresponds to what the contracting parties would have intended, and to the meaning and purpose of the contract, had they considered the point when concluding the contract.

16.6 These General Terms and Conditions are provided in a German and an English version. In the event of discrepancies between the two versions, the German version shall prevail.

(Status: August 2026)