– Hereinafter referred to as ‘the Agency’ –
1. Field of Application
1.1 These General Terms and Conditions apply to all orders and contracts between Seed Group, headquartered in Burgas, Republic of Bulgaria, and its branch in Germany (hereinafter referred to as the "Agency") and its clients.
1.2 These General Terms and Conditions apply to entrepreneurs within the meaning of the applicable legal definition and to consumers, unless expressly differentiated in individual provisions.
1.3 For the purposes of these General Terms and Conditions, an entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, is acting in the exercise of their commercial or independent professional activity.
1.4 A consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor their independent professional activity.
1.5 Any deviating terms and conditions of the client shall not apply unless the agency expressly agrees to their validity in writing
2. Subject Matter of Services
2.1 The Agency provides strategic consulting, conceptual, communication, branding, digital, structuring and implementation services.
2.2 The specific scope of services is determined exclusively by the respective offer or contract.
2.3 Unless expressly agreed otherwise, consulting services constitute services. Economic success is not guaranteed.
3. Presentations & Preliminary Work
The use of presentations, concepts, ideas or preliminary work requires the agency's consent. This applies regardless of copyright protection.
4. Client's Obligations to Cooperate
4.1 The client shall provide all information necessary for the performance of the service in a timely manner
4.2 Delays due to lack of cooperation shall extend the agreed deadlines accordingly.
4.3 The client is responsible for the legal admissibility of content specified by the client.
5. Data Protection and Data Processing
5.1 The parties shall comply with the applicable data protection regulations, in particular the GDPR
5.2 Insofar as the Agency processes personal data on behalf of the Client, the parties shall conclude a separate contract for commissioned processing (AVV) prior to the commencement of processing.
5.3 The client remains responsible in terms of data protection law, unless otherwise expressly agreed.
5.4 The use of external hosting, analysis, cloud or AI service providers may involve data transfers to third countries. These transfers are carried out in compliance with the applicable legal requirements.
6. Terms of Paymen
6.1 Agreed prices are net prices, to which the applicable value added tax shall be added. Artists' social security contributions, customs duties or other charges, including those arising retrospectively, shall be passed on to the clien
6.2 In the case of advertising placement, the list prices of the advertising media valid on the date of publication shall be binding
6.3 The invoices issued by the Agency to the Client are due immediately upon receipt of the invoice without any deductions, unless other payment terms are specified on the invoice.
6.4 When commissioning an SEO campaign (continuous search engine optimisation), the monthly fee is due at the beginning of each month.
6.5 For larger orders or those extending over a longer period of time, as well as for the production of advertising materials, the Agency shall be entitled to issue interim invoices or advance invoices. A deposit of 50% shall be payable for orders with a currency value of EUR 1,000 or more. All deposits serve to secure the Agency for capacities already committed and advance payments.
6.6 The Agency reserves ownership of all documents and items provided until all invoices relating to the order have been paid in full. Rights to services rendered, in particular copyright usage rights, shall only be transferred to the Client upon full payment of all invoices relating to the order.
6.7 If the Agency grants special discounts for an order due to the commissioning of a complete service package, these discounts shall lapse if the customer is culpably in default of payment of at least €5,000.00 for a period of more than two weeks. In this case, the total price stated in the offer shall be deemed due and payable 10 days after receipt of the corrected invoice from the Agency.
6.8 Orders cancelled by the client through no fault of the agency shall be compensated by the client with a cancellation fee amounting to 50% of the originally agreed fee. The agency shall be entitled to claim a higher fee if it can prove that it has incurred higher damages.
6.9 Author corrections – e.g. additions to the order and/or changes to content by the client that were not available at the time the price for the order was set – will be charged at cost and are to be borne by the client.
For all additional services that were not part of the original order, a minimum hourly rate of EUR 160.00 plus VAT applies. Any deviating agreements shall be considered special discounts (see section 6.7) and must be made in writing. Verbal additional orders shall be considered to have been placed at this minimum hourly rate. If the Agency assumes supervision or project management for services provided by third parties (e.g. freelancers or external service providers), this includes the coordination of the parties involved. The respective third party is responsible for the quality of the services. The Agency is not liable for defects on the part of these third parties if the Client commissions these third parties itself or if the Agency has merely recommended them. If defective services provided by third parties result in additional expenditure for the Agency that goes beyond normal coordination activities (in particular negotiations with the third party, de-escalation talks, dispute resolution, coordination of extensive rectification work), this additional expenditure shall be charged on a time and material basis. The minimum hourly rate is EUR 160.00 plus VAT, unless otherwise agreed in writing7. Rights of Use
7.1 Rights of use shall only be transferred after full payment of all order-related claims.
7.2 Unless expressly agreed otherwise, simple, non-exclusive rights of use shall be granted.
7.3 Any use beyond the agreed purpose requires separate consent.
8. Usage Fee
The agency provides intellectual and creative services that go beyond purely technical work.
If the client uses the agency's work, the agency is entitled to charge an additional usage fee, unless otherwise agreed. The usage fee is calculated in accordance with the current collective agreement on remuneration for design work (SDSt/AGD).
9. Confidentiality
9.1 Both parties undertake to treat all non-public information as confidential.
9.2 This obligation shall remain in force beyond the end of the contract.
9.3 In the event of breaches, we reserve the right to claim damages.
10. AI & Tool Usage
10.1 The Agency is entitled to use digital tools, including AI-based systems, to provide its services.
10.2 AI-generated content may be subject to statistical or algorithmic uncertainties.
10.3 No guarantee is given for the absolute legal exclusivity of AI-generated content, to the extent permitted by law.
10.4 The client remains obliged to check the final content on their own responsibility before publication.
11. Warranty and Liability
11.1 The following applies to entrepreneurs: The Agency's liability for slightly negligent breaches of essential contractual obligations is limited to foreseeable damage typical for this type of contract.
11.2 The statutory provisions apply to consumers.
11.3 Liability remains unlimited in cases of intent, gross negligence, injury to life, limb or health.
11.4 The Agency does not assume any guarantee for economic decisions, investments or strategic implementations based on consulting services.
12. Force Majeure
12.1 Neither party shall be liable for any failure to perform due to unforeseeable events beyond its control, in particular natural disasters, official measures, sanctions, political unrest, armed conflicts or similar events.
12.2 Deadlines shall be extended accordingly.
13. Compliance and Integrity
13.1 Both parties undertake to comply with applicable anti-corruption, sanctions and export control regulations.
13.2 In the event of serious compliance violations, the Agency shall be entitled to terminate the contract without notice.
14. Choice of Law and Place of Jurisdiction
14.1 The Agency exercises its right of freedom of establishment within the EU. All contractual relationships between the Agency and the Client shall be governed exclusively by the law of the Agency's head office, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
14.2 For entrepreneurs, the place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the agency's head office. Statutory places of jurisdiction remain unaffected by this.
14.3 If the client is based in Germany and is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction may also be established at the location of the Agency's German branch.
14.4 For consumers, the above choice of law shall only apply insofar as it does not restrict mandatory consumer protection regulations of the country in which the consumer has their habitual residence.
14.5 The place of performance for all services shall be the Agency's head office, insofar as this is legally permissible.
15. Final Provisions
15.1 Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.
15.2 In place of the invalid provision, a provision shall be deemed to have been agreed which comes closest to the economic purpose.