General Terms and Conditions

ST-PROMOTIONS GmbH & Co. KG | Feldstraße 66, 20359 Hamburg, Germany | As of: May 2026

Clause 1 – General Provisions

These General Terms and Conditions (hereinafter: “GT&Cs”) apply exclusively to all legal relationships between ST-PROMOTIONS GmbH & Co. KG, Feldstraße 66, 20359 Hamburg, Germany (hereinafter: “Agency”) and the Client. Any terms and conditions of the Client that are contrary to or deviate from these GT&Cs shall only be effective if the Agency has expressly acknowledged them in writing.

Clause 2 – Formation of Contract

2.1

The subject matter of the contract is the most recent offer submitted by the Agency, setting out all agreed services and remuneration. The Agency’s offers are non-binding. Any order confirmation issued by the Client shall be regarded solely as an offer within the meaning of § 145 of the German Civil Code (BGB). Such an offer shall be deemed accepted by the Agency if the Agency does not reject it within seven working days.

2.2

Information contained in brochures, catalogues, circulars, advertisements, price lists or other documents, drawings, illustrations, technical data, concepts and service descriptions forming part of an offer are non-binding unless expressly designated as binding in the order confirmation.

2.3

Unless otherwise agreed, third parties are engaged by the Agency in its own name and on its own account. The Agency is not obliged to disclose to the Client the contractual documents relating to third parties engaged by it.

Clause 3 – Scope of Services and Amendments

3.1

The scope of contractual services is set out in the order confirmation.

3.2

Collateral agreements and any amendments or supplements that alter the scope or content of the contractual services require text form (e.g. email or comparable written documentation) to be effective.

3.3

If, after conclusion of the contract, it becomes necessary to deviate from or amend individual contractual services, the Agency shall notify the Client without undue delay. Where the required changes do not or only insignificantly affect the agreed content of the contract, the Client shall have no right of termination on that basis. In all other cases, either party may request an adjustment to the originally agreed remuneration if the necessary deviation results in higher or lower costs (e.g. material expenditure or staffing).

3.4

If the Client wishes, after conclusion of the contract, to make a material amendment or extension to the original scope of services, the Client shall notify the Agency in text form. If the Agency declines the requested amendment, the originally agreed scope of services shall remain unchanged.

Clause 4 – Meeting Minutes and Approvals

4.1

Where the Agency sends the Client meeting, conference or telephone minutes (memos) in text form, the content thereof shall be deemed a bindingly agreed basis for work and billing unless the Client objects without undue delay – and in any event within three working days – in text form.

4.2

Where, in order to perform the contract, the Agency commissions the production of advertising materials (posters, flyers, etc.), the Client shall receive a proof copy for approval. Once approval has been granted, the proof copy shall be deemed authorised by the Client. The Agency’s liability is excluded in this regard.

Clause 5 – Payment Terms

5.1

The Agency shall issue verifiable invoices, which are to be settled within the agreed payment period. Where no payment period has been expressly agreed, payment is due within 14 days of the invoice date.

5.2

With effect from 1 January 2025, companies engaged in domestic B2B transactions are required to be capable of receiving electronic invoices (e-invoices) within the meaning of EU Directive 2014/55/EU. The Agency is entitled to issue invoices in a standard-compliant electronic format (e.g. ZUGFeRD or XRechnung). The Client shall ensure that it is capable of receiving and processing such invoices.

5.3

The Agency may request reasonable advance payments and may make further performance of the contract conditional upon receipt thereof. If agreed payments have not been credited to the Agency’s account by the day before an event is due to take place, the Agency shall be entitled to withhold its services or to terminate the contract without notice, in which case the agreed fee – adjusted for any costs saved – shall become immediately due and payable in full. Any claims for damages by the Client arising from such termination are excluded.

5.4

If the Client is in default of payment of a sum due, the outstanding amount shall bear interest at a rate of 9 percentage points above the applicable base interest rate pursuant to § 288(2) of the German Civil Code (BGB). The Agency’s right to assert further default damages remains unaffected.

Clause 6 – Termination and Damages

6.1

Either party reserves the right to terminate the contract with immediate effect for good cause. Notice of termination must be given in text form.

6.2

If the Client terminates the contract 14 or more days before the planned start of the campaign without the Agency being responsible for such termination, the Client shall be obliged to pay 50% of the agreed fee; in addition, the Client shall reimburse all costs demonstrably incurred by the Agency. The Client retains the right to demonstrate that the actual loss suffered was lower.

6.3

If the Client terminates the contract less than 14 days but 7 or more days before the planned start of the campaign without the Agency being responsible for such termination, the Client shall be obliged to pay 80% of the agreed fee; in addition, the Client shall reimburse all costs demonstrably incurred up to that point. The Client retains the right to demonstrate that the actual loss suffered was lower.

6.4

If the Client terminates the contract less than 7 days before the planned start of the campaign without the Agency being responsible for such termination, the Client shall be obliged to pay the agreed fee in full; in addition, the Client shall reimburse all costs demonstrably incurred. The Client retains the right to demonstrate that the actual loss suffered was lower.

6.5

The provisions above apply correspondingly where the Agency itself terminates the contract pursuant to Clause 5.3 on account of the Client’s default in payment. In this case too, the Client retains the right to demonstrate that the actual loss suffered was lower.

6.6

Ordinary termination of the contract is otherwise excluded, except in the case of ongoing service relationships.

Clause 7 – Transport and Packaging

Unless otherwise agreed, items for delivery shall always be dispatched at the cost and risk of the Client. In the absence of specific instructions, the Agency shall determine the method of dispatch at its own discretion without responsibility for any particular packaging or the most economical and expeditious route. If the Client so wishes, the delivery will be covered by transport insurance; the costs incurred in this regard shall be borne by the Client.

Any transport damage must be reported to the Agency without undue delay. Any claims against the carrier or the transport insurer shall, upon the Client’s request, be assigned to the Client.

Items belonging to the Client that are required for the Agency to perform its services must be delivered to the agreed location, carriage paid, by the agreed date. The return of such items shall be at the Client’s cost and risk from the place of use or the Agency’s warehouse.

Clause 8 – Intellectual Property and Copyright

8.1

All services provided by the Agency (e.g. ideas, concepts for promotions, events, roadshows, digital activation concepts and the like) and individual elements thereof shall remain the property of the Agency. Upon payment of the agreed fee, the Client acquires solely the non-transferable right to use such services for the agreed purpose and for the agreed duration. Without a contrary written agreement, the Client may only use the Agency’s services itself and only for the duration of the contract.

8.2

If the Agency does not receive a commission following the submission of a concept, all services provided by the Agency – including their content and concepts – shall remain the exclusive property of the Agency. The Client is not entitled to use them in any form whatsoever or to make them available to third parties.

8.3

The use of the Agency’s services beyond the originally agreed purpose and scope of use requires the prior written consent of the Agency and, where applicable, of the author, irrespective of whether or not such services are protected by copyright. The Agency and the author shall be entitled to separate and adequate remuneration for any such further use.

Clause 9 – Liability and Limitation of Claims

9.1 Liability for Infringement of Third-Party Rights

Where the Client provides the Agency with its own advertising materials or designs for the execution of a campaign, the Client bears the risk of the legal permissibility of the campaign and of the advertising measures carried out in connection with it. This applies in particular to potential infringements of competition law, copyright law and advertising law. Any legal review by the Agency shall only take place upon specific instruction and at the Client’s expense.

The Client shall indemnify the Agency against all claims by third parties arising from the actual or alleged unlawfulness of the advertising. The Agency shall not be liable for factual statements about the Client’s products and services contained in the advertising; the Client shall also indemnify the Agency in full against third-party claims in this regard.

9.2 Agency’s Liability

The Agency’s liability is unlimited for damages arising from injury to life, body or health and for damages caused intentionally or through gross negligence.

In all other respects, the Agency shall be liable for slightly negligent breaches of duty only where cardinal contractual obligations are breached, i.e. obligations whose fulfilment is essential for the proper performance of the contract and upon the observance of which the Client may regularly rely. In such cases, liability is limited to typical and foreseeable contractual damages.

Liability for other slightly negligent breaches of duty that do not relate to cardinal obligations is excluded. The same applies correspondingly to the Agency’s vicarious agents. This provision does not reverse the burden of proof to the Client’s detriment.

9.3 Liability for Client’s Materials

All documents and items handed over by the Client to the Agency for the performance of the contract shall be returned by the Agency within two weeks of the definitive completion of the contract. The Agency shall not owe damages for the loss or damage of such documents or items if the loss or damage has not been reported to the Agency within four weeks of completion of the contract and was not caused by the Agency through gross negligence or wilful misconduct.

9.4 Limitation Period

All claims by the Client that are not based on intentional or grossly negligent conduct by the Agency, are not directed at compensation for damages arising from injury to life, body or health, and do not arise from a breach of cardinal contractual obligations, shall be subject to a limitation period of one year, commencing at the end of the year in which the claim arose and the Client became aware, or without gross negligence ought to have become aware, of the circumstances giving rise to the claim and the identity of the debtor.

Clause 10 – Confidentiality

The Client and the Agency undertake to maintain absolute confidentiality with respect to all trade secrets within the meaning of the German Trade Secrets Act (Geschäftsgeheimnisgesetz, GeschGehG) that come to their knowledge in the course of their cooperation, and to treat all related information and documents as strictly confidential. This obligation shall survive the termination of the contractual relationship for a period of three years, unless a longer statutory period applies.

Exempted from this obligation is information that is or becomes publicly known other than through a breach of this provision, as well as information whose disclosure is required by law or by order of a competent authority.

Clause 11 – Force Majeure

► Neither party shall be obliged to fulfil its contractual obligations to the extent that non-performance is attributable to a force majeure event. Force majeure means circumstances beyond the affected party’s control that could not reasonably have been foreseen or prevented even by the exercise of due diligence. This includes in particular: natural disasters, pandemics and officially ordered business closures, war, terrorism, strikes (provided they do not originate from the party’s own operations), government intervention and the failure of essential infrastructure.

► The affected party shall notify the other party without undue delay in text form of the occurrence and expected duration of the force majeure event. Both parties are obliged to take reasonable measures to minimise the effects of the event.

► If the force majeure event continues for more than 30 calendar days, either party shall be entitled to terminate the contract by written declaration with immediate effect. In such case, only services already rendered shall be remunerated; claims beyond this are excluded.

Clause 12 – Governing Law

The contractual relationship shall be governed exclusively by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Clause 13 – Data Protection

The parties shall process personal data arising in the course of the business relationship solely for the purpose of contract performance and in accordance with the provisions of the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG) and any other applicable data protection legislation.

Where the performance of services involves commissioned processing within the meaning of Art. 28 GDPR, the parties shall conclude a separate data processing agreement. Upon request, the Agency shall provide the Client with the information required under Art. 13 and 14 GDPR. The Agency’s privacy policy is available at www.st-promotions.de.

Clause 14 – Final Provisions

14.1 Place of Jurisdiction

The exclusive place of jurisdiction shall be Hamburg, provided the Client is a merchant, a legal entity under public law or a special fund under public law.

14.2 Form Requirements

Amendments and supplements to these GT&Cs and to the contract require text form within the meaning of § 126b of the German Civil Code (BGB), which is satisfied in particular by email or comparable digital documentation. The statutory written form (handwritten signature pursuant to § 126 BGB) is only required where expressly mandated by law or expressly agreed in the individual contract. This also applies to any waiver of the text form requirement.

14.3 Precedence of Individual Agreements

Individually negotiated contractual agreements shall take precedence over these General Terms and Conditions.

Clause 15 – Severability

The invalidity of any one or more of the foregoing provisions shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by interpretation with a valid provision that best achieves the economic purpose pursued by the invalid one. The same shall apply to any gaps in the contract.