These GeneralTerms and Conditions (GTC) apply to all contracts between Helen Wisckow /Stefan Wisckow, hereinafter the Designer, and the Client concerning thecreation and design of websites, graphic work, 3D, CGI and renderings, VFX workas well as AI-assisted image, video and audio production, hereinafter referredto as design work.

Businessclients (B2B):
Our services are offered exclusively to business clients and areintended solely for business transactions (B2B). By using our services youconfirm that you are acting on behalf of a company and are duly authorised todo so.

2. Subject matter of the contract

The Designer undertakes to provide the services specified in the quotation for the creation and design of design work for the Client. The precise scope of services is defined in the quotation, which forms the basis of the contract and becomes an essential part of it. The Designer owes only the services defined in the quotation. Any service beyond this requested by the Client constitutes a new order to be remunerated separately at the usual rates, unless it concerns an essential partial service for the original order. The Designer is responsible for the creative execution and is not liable for the substantive accuracy and completeness of content supplied by the Client.

3. Offer and conclusion of contract

Offers made by the Designer are subject to change and non-binding. A contract is concluded only upon the Designer's order confirmation in text form. The Designer remains bound by the offer for three months. Only those services fixed in the quotation are owed by the Designer to the Client. Verbal side agreements to the contract are expressly excluded.

4. Client's Duties to Cooperate

The Client undertakes to provide all necessary information, materials and content required for the creation of the design work in good time upon request by the Designer. Delays or additional costs arising from late or incomplete provision by the Client shall be borne by the Client.In the case of web projects, the Client shall further provide the required access to servers, hosting, domains and systems in good time, or arrange for such access to be provided by the respective provider. The Client warrants that it is entitled to grant such access.

5. Creative Freedom

The Client acknowledges that the Designer enjoys creative freedom in the design of the work. The Designer will take the Client's wishes and specifications into account but reserves the right to make its own creative decisions insofar as this is reasonable and appropriate in order to deliver the agreed service. The Designer is entitled to subcontract work to third parties, provided the Client is informed. The Designer nevertheless remains responsible to the Client for the proper performance of the contractually agreed services.
Where the Client engages third parties directly, such as developers, hosting or maintenance providers, the Designer is liable neither for their performance nor for any delay on their part. Delays or additional expenditure incurred by the Designer as a result shall be borne by the Client.

6. Acceptance and Amendments

Once the Designer has completed the design work, it will notify the Client without delay. The Client shall then, without further request being necessary, accept the work as free of defects or, without undue delay, that is within ten calendar days of notification of completion, communicate any requests for changes in text form. Acceptance should be declared in text form. The Designer's service is also deemed accepted as free of defects if the Client puts the design work into use or settles the final invoice in full.

7. Remuneration and Payment Terms

The remuneration for the Designer's services is set out in the individual quotation. Payments are due within 14 days of the invoice date without deduction. In the event of default in payment, the Designer reserves the right to withhold further services, to invoice other services already rendered and to set these off against any outstanding counterclaims. Following completion and acceptance, the Client receives a final invoice taking into account all advance and partial payments made.

8. Advance payment and interim payment

In the event that the actual expenditure significantly exceeds the scope assumed in the quotation, the Designer is entitled, after prior notice, to demand a further payment of no more than an additional 10 percent of the original offer amount. In this case the Client has a special right of termination pursuant to Clause 15.

This limitation to 10 percent does not apply to additional expenditure for which the Designer is not responsible. This includes in particular:
• subsequent changes or extensions to the scope of services by the Client,
• incomplete or faulty data, content or preliminary work, or such material differing in structure, supplied by the Client or by third parties engaged by the Client,
• additional expenditure arising from technical characteristics of existing systems that were not identifiable before the order was placed,
• services of third parties invoiced through the Designer.

The Designer shall notify the Client of such additional expenditure in text form before it arises and shall invoice it according to actual expenditure following the Client's confirmation.
Depending on the content and scope of the order, the Client agrees to pay the Designer partial and interim remuneration in advance. The amount of the advance payment is recorded in the quotation and is due before the commencement of performance, following the Client's placement of the order in text form and the Designer's subsequent acceptance of the order. This advance payment expressly forms part of the remuneration and is taken into account in the final invoice.

9. Interim Invoicing for Longer Projects

In individual cases the Designer reserves the right to issue interim invoices for partial services rendered. Such interim invoicing takes place in consultation with the Client. Settlement of an interim invoice does not constitute acceptance of the work carried out to date.

10. Copyright and Rights of Use

Design work, VFX, 3D, renderings, CGI
All drafts, artwork, images and works created in the course of graphic and design commissions may not be altered, either in the original or in reproduced form, without the Designer's express consent. Complete or partial imitation is not permitted. The Designer retains the sole right of use in the drafts, even where these do not attain the level of originality required for copyright protection. The transfer of rights of use requires text form. The Designer transfers to the Client the rights of use required for the respective purpose. Unless otherwise agreed, only a simple (non-exclusive) right of use is transferred. In every case, including where an exclusive right of use is granted, the Designer remains entitled to use the designs and drafts and reproductions thereof for the purposes of its own promotion. Any transfer of rights of use to third parties requires written consent between the Designer and the Client. The Client's rights of use arise only upon full payment of the remuneration.

Websites
Upon full payment of the agreed remuneration, the Client receives a simple (non-exclusive) right of use in the website created, unlimited in time, territory and content, and transferable. The Client may operate the website, modify it, have it further developed and transfer the right of use to legal successors or to third parties engaged by the Client. The Client acknowledges the Designer's copyright in the designs created and grants the Designer a simple, royalty-free right of use for reference purposes.

Third-party components
‍Where the service contains third-party components, in particular themes, plugins, modules, libraries, fonts, image, video or audio material as well as programming services of engaged developers, the rights of use therein are governed by the respective licence or contractual terms of the rights holders. In this respect the Designer owes solely the procurement of the rights of use required for the agreed purpose, insofar as this has been expressly agreed. The Designer will inform the Client of components subject to licence fees. Ongoing licence, maintenance and operating costs are borne by the Client unless otherwise agreed. Licences should, where possible, be registered in the Client's name.

11. AI-Assisted Services

Use of generative systems
‍In creating image, video and audio content the Designer may use generative AI systems, both independently and in combination with its own 3D, CGI and VFX material as well as creative post-production. Whether and to what extent generative AI is used depends on the respective commission and is recorded in the quotation. If the use of generative AI is to be dispensed with, this must be agreed before the order is placed.

Protectability and rights of use
‍Results generated predominantly by generative AI systems generally enjoy no copyright protection under current law, insofar as they lack sufficient independent creative input. The Designer cannot grant exclusive rights in such results. It transfers to the Client all rights therein to which it is entitled, within the scope of Clause 10. There is accordingly no claim to exclusivity. It is possible that third parties may produce similar or equivalent results using comparable inputs. No warranty is given as to the registrability of AI-generated designs as trade marks. Use of the results is additionally governed by the terms of use of the respective AI services employed. The Designer uses services whose terms permit commercial use of the results.Non-determinism and iterationsGenerative systems do not operate deterministically. There is no claim to the exact repetition or reproduction of a particular result. The number of variants, iterations and correction rounds included in the commission is specified in the quotation. Where rectification is carried out by re-generation, technically inherent deviations in detail do not constitute a defect.

Persons, voices and trade marks
‍Where the Client supplies recordings of persons, voices, logos, trade marks or other protected content as source material, it warrants that the necessary rights and consents are in place. The depiction of real existing persons or voices is carried out solely upon presentation of demonstrable consent from the person concerned. The Client indemnifies the Designer against third-party claims based on supplied content or on a depiction instructed by the Client.

Third-party rights
‍The Designer reviews the results to the best of its knowledge for identifiable similarities to protected works, trade marks or personality rights. Owing to the way generative systems function, no warranty can be given that AI-generated results are free from third-party rights.

Labelling obligations
‍Synthetically generated or altered image, video and audio content is subject to transparency and labelling obligations under Art. 50 of Regulation (EU) 2024/1689 (AI Act). Upon request, the Designer will inform the Client which components of the service were created using generative AI. Compliance with labelling and transparency obligations upon publication and distribution of the content is incumbent on the Client as the responsible deployer, unless expressly agreed otherwise.

12. Liability and Warranty

The Designer gives no guarantee for the services it renders.
Exclusion of liability
The Designer is not liable for damage caused by simple negligence, unless such damage results from the breach of essential contractual obligations (cardinal obligations). In that case liability is limited to the foreseeable damage typical for this type of contract. Liability for indirect damage, in particular loss of profit, is excluded. Liability for intent and gross negligence remains unaffected. This limitation of liability also applies to the personal liability of the Designer's employees, representatives and vicarious agents.Furthermore, the parties agree in this B2B contract that the Designer's liability towards the entrepreneur is excluded insofar as the law does not provide for strict liability. In all other respects the Designer is not liable, except for damage arising from injury to life, body or health based on a negligent breach of duty by the Designer. Where the Designer commissions third-party services, the respective contractors are not vicarious agents. Claims under mandatory statutory provisions remain unaffected, in particular under the General Data Protection Regulation and the Product Liability Act.

Third-party content and third-party copyright
‍The Designer warrants that the services rendered were created to the best of its knowledge and with the greatest possible care following conscientious review. The Client is responsible for content, texts, images, logos, fonts and data supplied by it. If a third party asserts claims against the Designer on account of such supplied content, the Client indemnifies the Designer against all claims arising therefrom.

13. Security and Currency of the Website

Following completion of the order, the Client is itself responsible for ensuring the security and currency of the website, unless the agreed scope of services includes subsequent website maintenance by the Designer. The duration and invoicing of website maintenance is likewise agreed within the scope of services. An extension may be agreed separately.

14. Data Protection

Both parties observe the applicable data protection provisions. Insofar as the Designer obtains access to the Client's personal data in the course of performing the services, or processes such data on the Client's behalf, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins. The Designer processes personal data exclusively within the scope of the commission and the Client's instructions. Where the Designer engages third parties who process personal data with the Client's consent, the requirements for further processors under Art. 28 (2) and (4) GDPR apply. Where the Client engages such third parties directly, the data protection agreements with them are incumbent on the Client. The Client is responsible for the lawfulness of the processing of data collected on its website and for the mandatory information provided there.

15. Termination / Withdrawal

Both parties are entitled to terminate the contract under the statutory conditions as well as for good cause.

Good cause includes in particular:
the opening of insolvency proceedings over the assets of a contracting party,
the death or legal incapacity of a contracting party,
long-term incapacity for work on the part of the Designer due to illness.

Termination must be declared in text form and takes effect upon receipt of the declaration by the other contracting party. In the event of early termination, the Designer is obliged to issue the Client, without undue delay and at the latest within seven calendar days, a final invoice for the services rendered to date and to hand over the designs prepared to date, unless these have no independent value. The Client shall settle the final invoice issued to it in accordance with Clause 7.

16. final provisions

Amendments and additions to the contract require text form. Should any provision of this agreement be or become wholly or partly void, invalid or unenforceable, the validity and enforceability of all remaining provisions shall not be affected. The parties undertake to replace the void, invalid or unenforceable provision, insofar as legally permissible, with the valid and enforceable provision that most closely approximates the economic purpose pursued by the void, invalid or unenforceable provision in terms of subject matter, extent, time, place and scope, and which the parties would have agreed in accordance with the economic purpose pursued by this agreement had they considered the invalidity or unenforceability of the provision. The same applies to the filling of any gaps in this agreement.

Applicable law and place of jurisdiction
‍(1) This agreement is governed by the substantive law of the Federal Republic of Germany, excluding the conflict-of-law rules of private international law.
(2) The exclusive place of jurisdiction for all disputes between the parties arising from and in connection with this contract and its performance, including its annexes, is, insofar as an agreement on jurisdiction is legally permissible, 89165 Dietenheim, Germany.
(3) The German version of these General Terms and Conditions shall prevail. Translations into other languages are provided for information purposes only.

Version: 01.09.2026