GENERAL TERMS AND CONDITIONS OF INVENTIVE STUDIOS GMBH

As of: May 2026

1. Scope of Application, Definitions

1.1 These General Terms and Conditions ("GTC") apply to all contracts between Inventive Studios GmbH, Taunusstraße 59-61, 55118 Mainz ("Inventive") and its clients ("Client") for the provision of services in the field of technological media production, the conceptualization, creation, and editing of content ("Content"), the development of digital products including software, web and app solutions, SaaS components, prototypes, interactive applications, as well as the generation, editing, or integration of content using Artificial Intelligence ("AI Content").

1.2 Inventive concludes contracts exclusively with entrepreneurs within the meaning of § 14 BGB (German Civil Code), legal entities under public law, or special funds under public law. Inventive's offer is not directed at consumers within the meaning of § 13 BGB.

1.3 Conflicting, supplementary, or status-deviating business terms of the Client shall only become part of the contract if Inventive expressly consents to their validity in writing or in text form. This requirement of consent also applies even if Inventive performs services without reservation while being aware of conflicting or deviating terms.

1.4 Individual agreements between Inventive and the Client, in particular offers, service descriptions, order confirmations, project contracts, service level agreements, change requests, or other contractual documents, shall take precedence over these GTC. These GTC shall apply complementarily.

1.5 These GTC shall also apply to future business relationships between Inventive and the Client, provided Inventive refers to them in the respective offer, contract, or order confirmation.

2. Conclusion of Contract, Text Form, Integration of the GTC

2.1 Offers from Inventive are subject to change and non-binding unless they are expressly designated as binding. A contract is only concluded upon written acceptance of the offer, by order confirmation from Inventive, by bilateral signature of a contract, or by the start of service provision following a corresponding order.

2.2 Amendments, additions, and ancillary agreements require at least text form, unless a stricter form is prescribed by law or has been expressly agreed upon. Email satisfies the text form requirement. Verbal agreements are only binding if they have been confirmed by Inventive in text form.

2.3 The Client will be given the opportunity to take note of these GTC prior to or at the time of contract conclusion. The GTC become an integral part of the contract when Inventive refers to them in the offer, order confirmation, contract, or in a comparable manner, and the Client places the order.

3. Scope of Services, Project Documents, and Duties to Cooperate

3.1 The specific scope of services is derived from the respectively agreed contractual documents, in particular the offer, order confirmation, service description, project specification, product specification, service level agreement, briefing, timeline, or change request.

3.2 Unless expressly agreed otherwise, Inventive does not owe any specific economic, communicative, design-related, technical, or legal effect of the service, but rather the provision of the agreed services in accordance with the contract documents.

3.3 The Client shall provide Inventive with all information, materials, data, access data, contact persons, releases, legal notices, and other cooperation required for the performance of the services in a timely, complete, accurate, and usable format.

3.4 Delays, additional expenses, or quality impairments resulting from missing, delayed, incomplete, or incorrect cooperation by the Client shall be borne by the Client. Agreed deadlines shall be extended appropriately to the extent that Inventive is dependent on the cooperation of the Client.

3.5 Unless expressly agreed otherwise, the technical, creative, artistic, and production-related implementation is at the dutiful discretion of Inventive. The factual, professional, legal, and content-related accuracy of guidelines, materials, data, and releases provided by the Client is the sole responsibility of the Client.

3.6 At Inventive’s request, the Client shall designate a contact person authorized to make decisions. Declarations, approvals, and decisions made by this contact person shall be deemed declarations of the Client.

3.7 Special Duties to Cooperate for Shoots, Drone Footage, and Remote Productions

For on-site productions, in particular with drone shots, FPV shots, aerial photography, industrial, event, hall, or location shoots, the Client shall provide in good time all information, contact persons, access, safety briefings, property releases, location releases, hall releases, production releases, restricted areas, traffic regulations, house rules, and other cooperation required for the safe and contractually compliant execution.

Unless expressly agreed otherwise, the Client is responsible for obtaining the consent of the property owner, the operator of the location, as well as for internal releases, access possibilities, safety specifications, and production-related clearances.

Delays, restrictions, cancellations, or additional expenses resulting from missing, delayed, incomplete, or incorrect cooperation on the part of the Client shall be at the Client's expense. This applies in particular if required releases, access rights, safety information, contact persons, or blocking measures are not available in good time.

4. Change Requests and Additional Expense

4.1 Requests for changes or extensions by the Client after the contract has been concluded ("Change Requests") require the consent of Inventive. Inventive is not obliged to implement Change Requests unless an agreement has been reached regarding the content, impact, deadlines, and remuneration.

4.2 Upon request, or where necessary, Inventive will inform the Client of the anticipated impact of a Change Request on expense, timeline, remuneration, technical implementation, and any third-party costs.

4.3 A Change Request is only deemed to have been ordered when the Client approves the change in text form or when Inventive begins implementation at the Client's express request.

4.4 Additional effort resulting from subsequent change requests, additional iterations, modified requirements, postponements, additional coordination, additional shooting days, data processing, formatting changes, scope expansions, late releases, or other circumstances caused by the Client must be compensated additionally in accordance with the agreed rates. If no agreement exists regarding rates, Inventive’s standard hourly rates shall apply.

4.5 To the extent that expense estimates, budgets, or time allocations are specified in offers or contract documents, Inventive shall inform the Client as soon as it becomes apparent that these are likely to be significantly exceeded. Remuneration for additional expenses will only be made to the extent that it has been agreed upon, initiated by the Client, or subsequently approved.

5. Deadlines, Dates, and Force Majeure

5.1 Dates and deadlines are only binding if they are expressly designated as binding in the contract documents. Unbinding schedules serve project planning purposes.

5.2 A prerequisite for compliance with deadlines is the timely and complete cooperation of the Client. Delays on the part of the Client will extend agreed deadlines appropriately.

5.3 Force majeure events and circumstances for which Inventive is not responsible, in particular strikes, lockouts, pandemics, official directives, power or network outages, failures of hosting, cloud, API, model, or platform providers, cyberattacks, security incidents, supply chain disruptions, illness of key project participants, changes to third-party APIs, or generative AI failures, shall shift deadlines by the duration of the disruption plus a reasonable restart time.

5.4 Inventive shall inform the Client of the nature, commencement, and expected duration of the impairment, to the extent that this is possible and reasonable.

6. Acceptance, Release, and Defects

6.1 To the extent that Inventive owes services under a contract for work and services, Inventive shall make the respective subject of acceptance available to the Client, for example, files, build, release, data room link, repository, presentation, rough cut, render, concept, or other project results.

6.2 The Client shall inspect the subject of acceptance after it has been made available and declare acceptance or state specific, comprehensible, and material defects in text form. The inspection period is seven calendar days for content, concept, and design services, and fourteen calendar days for software, app, SaaS, and other complex digital or technical services, in each case starting from the provision of the subject of acceptance, unless a different period is agreed in the contract documents.

6.3 If no reasoned feedback is received from the Client within the inspection period, the service shall be deemed accepted, provided that Inventive pointed out the significance of its silence to the Client when making the subject of acceptance available.

6.4 Minor discrepancies do not justify a refusal of acceptance. Subjective differences in taste do not constitute defects, provided that the service corresponds to the agreed specifications.

6.5 If the Client uses the subject of acceptance productively, publicly, commercially, or towards third parties, the service shall be deemed accepted at the latest upon commencement of such use, unless substantial defects have been reserved.

6.6 In the event of justified defects, Inventive shall, at its own option, provide supplementary performance by key remedying the defect or delivering a replacement. The Client must grant Inventive a reasonable period for this purpose. If the supplementary performance fails, the Client may reduce the price in accordance with statutory provisions or, in the case of significant defects, withdraw from the contract. Claims for damages are governed exclusively by Section 15.

7. Remuneration, Prices, and Payment Terms

7.1 The prices stated in the offer or contract documents shall apply, plus statutory value added tax.

7.2 Ancillary costs and third-party costs, in particular travel and accommodation costs, expenses, licenses, music, stock, font, model, location, GEMA, data, cloud, API, hosting, platform, hardware, material, and external services, are to be remunerated separately unless they have been explicitly agreed as included.

7.3 Inventive is entitled to demand reasonable advances or installment payments, in particular up to 50% of the contract value prior to the start of production, unless otherwise agreed in the offer or order/order confirmation.

7.4 Invoices are due for payment without deduction within 14 calendar days from the invoice date, unless otherwise agreed.

7.5 In the event of default of payment, statutory default interest pursuant to § 288 BGB and the statutory default lump sum pursuant to § 288 para. 5 BGB shall apply. Inventive reserves the right to withhold services until full payment of outstanding amounts, suspend ongoing work, refuse handovers, or temporarily block access if the Client is in default despite a warning.

7.6 The granting of user rights and the delivery of work files, raw materials, or source materials that are not expressly owed are subject to the reservation of full payment of all outstanding claims from the respective project.

8. Cancellation, Postponement, and Default Costs

8.1 If the Client cancels or postpones bindingly ordered services, the Client must reimburse Inventive for the expenses, third-party costs, reservations, and non-cancelable costs incurred up to that point.

8.2 Unless deviating project conditions have been agreed, the following flat-rate default and cancellation costs based on the net contract value of the affected service shall apply in addition to verifiably incurred third-party and reservation costs:

• 10 to 8 calendar days before the start of service: 25%

• 7 to 6 calendar days before the start of service: 40%

• From the 5th to the 3rd calendar day before the start of service: 50%

• 2 to 1 calendar days before the start of service: 75%

• On the day of the start of service or thereafter: 100%

8.3 The Client reserves the right to prove that Inventive incurred no damage or significantly lower damage; in this case, the cancellation fee will be reduced accordingly. Any expenses saved by Inventive as a result of the cancellation must be taken into account within the framework of statutory provisions, provided that these are concretely proven. Inventive reserves the right to prove higher damages.

8.4 Cancellation costs shall not apply if the cancellation or postponement is demonstrably due to force majeure within the meaning of Section 5 and no non-cancelable third-party, travel, reservation, approval, preparation, or other project costs have been incurred.

8.5 Weather-Dependent Productions, Drone Footage, and Safety-Related Cancellations

In the case of weather-dependent productions, in particular drone footage, FPV footage, aerial photography, outdoor shoots, or other productions with increased safety requirements, implementation may depend on suitable weather, visibility, wind, precipitation, and safety conditions, official regulations, permits, as well as the final safety assessment by the pilots, specialists, or service providers deployed.

If a production cannot be carried out, can only be carried out to a limited extent, or cannot be carried out at the scheduled time for safety reasons, due to unsuitable weather conditions, lack of official approvals, lack of property clearances, lack of safety clearances, or other circumstances beyond Inventive's control, this shall not be deemed a breach of duty by Inventive.

In the case of drone footage, FPV footage, aerial photography, and comparable productions shaped by aviation law, weather conditions, or safety relevance, the cancellation terms of the drone service provider deployed shall apply complementarily, provided these were communicated to the Client in the offer, order confirmation, or other text form.

If a cancellation or postponement occurs from the fifth calendar day prior to the start of travel or start of production, at least 50% of the affected net order value as well as third-party, preparation, permit, travel, reservation, or other project-related costs already incurred may be charged, unless a deviating arrangement was agreed in the offer or order confirmation.

A free postponement or cancellation is only possible to the extent that no third-party, reservation, permit, pre-production, travel, or other non-cancelable costs have been incurred. In all other respects, the cancellation and default regulations pursuant to Sections 8.1 to 8.4 and any deviating project-related regulations in the offer or contract confirmation shall apply.

Third-party, preparation, permit, travel, reservation, or other project-related costs already incurred must be reimbursed by the Client. This also applies if the production must be postponed or canceled due to weather, safety, or licensing reasons.

9. Rights, Rights of Use, Raw Materials, and Third-Party Content

9.1 All rights, in particular copyrights, ancillary copyrights, database rights, trademark, service mark, ownership, and other protective rights in source material, source code, scripts, builds, raw materials, rough cuts, footage, project files, drafts, concepts, prompts, pipelines, workflows, templates, model configurations, training data, notebooks, tools, methods, know-how, reusable components, and internal working materials remain with Inventive, unless explicitly agreed otherwise.

9.2 Following full payment, the Client shall receive the rights of use agreed in the contract documents for the concretely delivered work results. The scope, type, duration, territory, media, channels, exclusivity, and transferability shall be governed primarily by the contract documents.

9.3 In the absence of an agreement to the contrary, the Client shall receive a simple, non-exclusive, non-transferable, and non-sublicensable right of use to the final delivered work results, unlimited in terms of time and space, for its own business purposes in the channels recognisably agreed or presupposed in the project, in particular the website, presentations, and organic social media communication.

9.4 Farther-reaching uses, in particular TV, cinema, digital out-of-home, paid ads, paid social, performance marketing, merchandising, resale, sub-licensing, SDK integration, white-label use, group-wide distribution, use by affiliated companies, use by third parties, or editing by third parties require an express agreement.

9.5 A total buyout option is only granted if it is expressly agreed in the contract documents. Scope, remuneration, media, territory, duration, exclusivity, transferability, adaptation rights, and the handover of raw materials shall be governed by the respective agreement. To the extent that a total buyout option has been expressly agreed and fully paid for, the Client shall receive the agreed extended rights of use as well as, to the extent legally and practically possible, the existing raw materials in accordance with Section 12.

9.6 Inventive only owes open project files, raw materials, rough cuts, footage, build files, render files, editable layout files, source codes, prompts, workflows, training data, notebooks, or comparable working files if this has been expressly agreed in text form.

9.7 The Client is solely responsible for materials, data, brands, logos, texts, images, videos, music, personal rights, product information, claims, legally required information, and other content provided by the Client. The Client warrants that it possesses the necessary rights for this and indemnifies Inventive against claims of third parties arising from the contractually compliant use of such materials, data, or guidelines.

9.8 For music, fonts, stock material, trademarks, personal rights, model releases, location releases, databases, software libraries, code components, and other third-party rights, the Client shall procure the necessary rights of use, unless it is expressly agreed that Inventive shall undertake this procurement.

9.9 To the extent that open source components are used, their license terms shall apply with priority to these components. On request, Inventive shall provide a list of material open source components, provided that this is relevant to the project and possible with reasonable effort.

9.10 Inventive is entitled to use its own pre-existing tools, libraries, code components, templates, workflows, methods, and know-how for other clients as well, provided that no confidential information or exclusive work results of the Client are disclosed or utilized in the process.

10. Reference and Self-Promotion

10.1 By accepting the offer or concluding the contract to which these GTC are attached or explicitly referred to as part thereof, the Client grants Inventive its express and documented consent to use the Client's name, company name, corporate design, and logos, as well as the created work results, clips, screenshots, thumbnails, project descriptions, case studies, operational figures, and reference information without restriction and permanently for reference, portfolio, presentation, pitch, marketing, press, and self-promotional purposes, in particular on Inventive's website, in social media, in pitch documents, in press releases, in award submissions, and in other communication channels of Inventive. This consent is unlimited in time and location and is revocable only for good cause in accordance with Section 10.2.

10.2 The Client may only revoke the consent pursuant to Section 10.1 to the extent that the Client substantively proves to Inventive a significant confidentiality interest in text form. A general, flat-rate, or non-specified objection is not sufficient. To the extent that work results contain recognizable likenesses or personal data of natural persons, reference use is limited to the forms of presentation permissible under § 22 KUG (Art Copyright Act) and Art. 6 GDPR, in particular company, team, and project context without identifying individual persons, unless separate consent has been obtained from the data subjects.

10.3 Inventive shall take appropriate account of the Client's legitimate secret, embargo, and trademark interests. A separate confidentiality agreement that expressly restricts or excludes reference use shall take precedence over Section 10.1, provided it was agreed in writing prior to contract conclusion and Inventive expressly consented to its validity.

11. AI-Specific Regulations

11.1 "AI Content" refers to content, results, or components of services that have been generated, edited, analyzed, structured, transformed, or supported in whole or in part through generative or other AI systems, in particular text, image, audio, video, code, data, or 3D generators. "Hybrid services" combine human creative, production, advisory, or development work with AI systems.

11.2 To the extent that services are provided in whole or in part supported by AI, Inventive may use AI systems, models, APIs, platforms, or tools from third-party providers, provided this is appropriate to the nature and purpose of the project and there is no express agreement to the contrary.

11.3 Inventive shall inform the Client on a project-related level in an appropriate manner if work results are substantively AI-generated or AI-edited, to the extent that this is required or agreed for legal labeling, publication, or use in the specific context of deployment.

11.4 Results of generative AI can vary probabilistically and are dependent on context, prompt, model, training status, platform, seed, API availability, output filters, and other third-party provider conditions. An identical reproduction of AI outputs is not owed, unless a deterministic or reproducible implementation has been expressly agreed.

11.5 The transfer of rights to AI-supported work results is governed by Section 9 and the contract documents, subject to mandatory legal regulations, third-party rights, and the respective terms of use of the third-party providers deployed.

11.6 Inventive will not use any confidential information or personal data of the Client to train or re-train its own or third-party AI models without an express agreement. To the extent that fine-tuning, model training, embeddings, retrieval-augmented generation, data analysis, or comparable data-related procedures are agreed with the Client's data, the parties shall, if required, conclude a separate data processing, data protection, security, or order processing agreement.

11.7 The Client is obliged to inspect AI-supported work results prior to productive use, publication, or distribution for content-related, legal, regulatory, trademark, competition, copyright, personal rights, and industry-specific compliance in the specific context of use, unless such an inspection is expressly owed by Inventive.

11.8 To the extent that statutory labeling, transparency, advertising, copyright, source, platform, or AI notice obligations exist for the specific use, the Client shall implement these in the context of use, unless it was expressly agreed that Inventive would assume these obligations.

11.9 Inventive is liable for content inaccuracies, hallucinations, faulty conclusions, distortions, or other typical AI errors only in accordance with Section 15 and within the framework of the expressly agreed inspection, release, and quality assurance processes.

11.10 Inventive will not knowingly create content that is obviously unlawful under the circumstances known to it. A comprehensive legal review of AI outputs is only owed if this was expressly agreed.

11.11 EU AI Act / AI Compliance: To the extent that Regulation (EU) 2024/1689 laying down harmonized rules on Artificial Intelligence ("EU AI Act") or other AI-specific regulations apply to the specific use of the work results by the Client, the responsibility for classifying the AI systems into the respective risk category, for fulfilling transparency, labeling, registration, and documentation obligations, as well as for complying with all other regulatory obligations lies with the Client as the operator ("deployer") within the meaning of the EU AI Act. Upon request, Inventive shall support the Client in identifying relevant risk features of the AI systems used, provided this belongs to the agreed scope of services or is agreed separately. Inventive is not liable for compliance failures of the Client as the operator, in particular not for missing registrations, labeling, or conformity assessments. To the extent that statutory labeling obligations for synthetic or AI-generated content (in particular pursuant to Art. 50 EU AI Act) exist in the specific context of publication, the Client shall carry out this labeling under its own responsibility, unless it is expressly agreed that Inventive shall assume this obligation.

11.12 Third-Party API and Model Costs: To the extent that Inventive uses API access services, AI models, platforms, or other usage-dependent billed third-party services to perform the services, their costs can be passed on to the Client, provided this is agreed. If the prices of such third-party services increase by more than twenty percent after the contract is concluded, Inventive is entitled to adjust the agreed remuneration for the affected service components accordingly. Inventive shall inform the Client of such an adjustment in text form. The Client may terminate the service relationship affected by the price adjustment within two weeks after receipt of the notification with a notice period of one month, provided that the total remuneration of the project would increase by more than ten percent as a result of the adjustment.

12. Handover, Data Retention, Raw Materials, and Storage of Material

12.1 The handover of the final work results shall take place by providing a download link, repository, data room, suitable data carrier, or in another agreed manner.

12.2 Inventive only owes open project files, rough cuts, editable project files, footage, build files, render files, source codes, prompts, workflows, training data, notebooks, or comparable working files if this has been expressly agreed in text form or results from an expressly agreed total buyout option.

12.3 Raw Materials / Footage

12.3.1 Inventive undertakes to archive all raw material ("footage") of the respective production for a period of at least twelve months after acceptance of the respective production and to store it in a reasonably secure manner, unless shorter storage is required due to statutory specifications, rights of third parties, data protection requirements, license terms, or other legitimate reasons.

12.3.2 Upon request, the Client shall receive access to the raw materials of a production under the following conditions:

• Within three months after acceptance: against a processing fee of EUR 150.00 plus statutory value added tax per production;

• Between three and twelve months after acceptance: against a processing fee of EUR 250.00 plus statutory value added tax per production.

12.3.3 The processing fees pursuant to Section 12.3.2 include the inspection, provision, preparation, and simple digital handover of existing raw materials up to a data volume of 500 GB per production. Data volumes exceeding this, special formats, data carriers, shipping costs, conversions, transcoding, project reconstructions, sorting, viewing, audio/video synchronization, or other additional services are to be remunerated separately.

12.3.4 When exercising an expressly agreed total buyout option pursuant to Section 9.5 or a corresponding individual agreement, the Client shall automatically also receive all existing raw materials of the respective production in a suitable form, to the extent that Inventive is authorized to dispose of them and no third-party rights, data protection specifications, personal rights, license terms, or other legal reasons stand in the way.

12.3.5 Without exercising a total buyout option, the Client shall receive usage rights to raw materials exclusively for further processing within the framework of the original production purposes and the agreed usage rights. Any farther-reaching use, in particular for other productions, other campaigns, other brands, other customers, resale, sub-licensing, AI training, archive databases, or other new purposes of use, is not permitted without an express additional agreement.

12.3.6 After expiry of the twelve-month storage period, Inventive is entitled to delete the raw materials, provided that no further archiving was agreed and no statutory or contractual storage obligations run counter. Inventive will contact the Client before deletion where possible and grant the Client the opportunity to agree on extended archiving pursuant to Section 12.4. An obligation to store further exists only after express agreement and payment of the agreed archiving costs.

12.4 Extended Archiving of Raw Materials

12.4.1 The Client can order extended archiving of the raw materials before the expiry of the twelve-month free storage period. Unless a deviating agreement is met, the following lump sums plus statutory value added tax shall apply for extended archiving up to an archive volume of 500 GB per production:

12.4.2 For larger data volumes, in addition to the flat rates pursuant to Section 12.4.1, a surcharge of EUR 180.00 plus statutory value added tax per started 250 GB and year will be charged, unless otherwise agreed.

12.4.3 After the agreed archiving duration has expired in accordance with Section 12.4.1, the Client can extend the archiving by a further twelve months in each case. The annual extension lump sum is EUR 350.00 plus statutory value added tax per production up to an archive volume of 500 GB. For larger data volumes, the surcharge pursuant to Section 12.4.2 shall apply. Continuous permanent archiving without a time limit is not governed by these GTC and can only be agreed upon individually in writing.

12.4.4 Each archiving package pursuant to Section 12.4.1 includes one free standard retrieval of the archived raw materials during the respective archiving term. The Extended package (+4 years) additionally includes prioritized provision within 24 hours upon request. The Standard package (+2 years) includes prioritized provision within 48 hours. In the case of the Basic package (+1 year), provision takes place within the standard timeframe pursuant to Section 12.4.5. Further retrievals will be charged in accordance with the flat rates pursuant to Section 12.3.2. Inventive is entitled to adjust the archiving lump sums for future extension periods with an announcement period of at least eight weeks, in particular in the event of significantly increased storage, cloud, security, energy, administration, or recovery costs.

12.4.5 Data retrievals or recoveries shall take place upon written request of the Client, generally within five business days, provided that the data is still existing, readable, and technically available. Special urgent retrievals, physical data carriers, shipping, format conversions, structurings, viewings, or other additional services are to be remunerated separately.

12.5 Other Project Data and Working Files

12.5.1 Inventive shall retain other project-related digital working data, in particular project data, layouts, render files, audio data, source code, or comparable working data, without a separate agreement for up to one year after project acceptance. Following the expiry of this period, there is no obligation to continue storing the data. The data may be deleted while complying with statutory duties.

12.5.2 The Client remains obliged to create its own security backup copies of the handed-over final work results and to archive these independently. Storage or archiving by Inventive serves exclusively the project-related reusability and does not constitute a backup solution for the Client.

12.5.3 Personal data is only archived to the extent that there is a legal basis for this and, if required, an agreement on order processing is in place. Third-party material with temporary license rights is only archived or handed over to the extent that this is permissible under license law.

12.5.4 Inventive is not liable for data loss after expiry of the agreed retention or archiving time, or in the case of support extensions that were not ordered in good time. A one hundred percent technical availability of archived data is not owed.

13. Data Protection, Data Processing, and Information Security

13.1 Both parties shall comply with the respectively applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

13.2 To the extent that Inventive processes personal data on behalf of the Client within the meaning of Art. 28 GDPR, the parties shall, prior to the start of processing, conclude an agreement on data processing by commission, including regulations on sub-processors, technical and organizational measures, and instruction rights.

13.3 To the extent that Inventive independently decides on the purposes and means of processing personal data, Inventive processes this data as its own controller in accordance with the applicable data protection notices.

13.4 The Client is responsible for ensuring that personal data provided by it may be legally processed and transmitted to Inventive. This includes, in particular, information obligations, consents, balancing of interests, legal bases, deletion periods, and data subject rights.

13.5 Inventive implements appropriate technical and organizational measures oriented to the risk, the state of the art, the nature of the data, and the agreed scope of services, in particular access controls, encryption, separation of environments, rights and roles concepts, logging, or comparable protective measures.

13.6 Inventive has appointed an external data protection officer. The data protection officer is: DSBOK, Oliver Krause, Address: Phone: 06144 402197.

13.7 To the extent that third-party providers, cloud services, hosting providers, AI providers, platforms, or other sub-service providers are used, this is done in accordance with contractual agreements and data protection requirements.

14. Confidentiality

14.1 Both parties undertake to keep confidential information of the respectively other party secret and to use it exclusively for the execution of the respective contract.

14.2 Confidential information includes, in particular, business and trade secrets, technical information, source codes, concepts, strategies, calculations, customer data, project documents, access data, non-published work results, and other information recognizable as confidential.

14.3 The confidentiality obligation does not apply to information that is publicly known, becomes publicly known without a breach of duty, was already legally known to the receiving party, was legally obtained from third parties, or must be disclosed based on statutory, official, or judicial obligations.

14.4 The confidentiality obligation shall continue to apply beyond the termination of the contract.

14.5 Inventive obligates its employees, freelancers, and subcontractors to confidentiality to an appropriate extent.

15. Liability

15.1 Inventive is liable without limitation for intent and gross negligence, for damages arising from injury to life, body, or health, in accordance with the Product Liability Act, as well as in cases of mandatory statutory liability.

15.2 In cases of simple negligence, Inventive is liable only for the breach of essential contractual duties. Essential contractual duties are duties whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Client may regularly rely. In these cases, liability is limited to typical, foreseeable damage under the contract.

15.3 Liability in the case of simple negligence is altogether limited per project to the net contract value of the respective project, up to a maximum of EUR 100,000, unless expressly agreed otherwise in individual cases and provided that there is no unlimited liability pursuant to Section 15.1.

15.4 Inventive is liable for lost profit, missed savings, indirect damages, consequential damages, damage to reputation, production downtime, data loss, and third-party claims only in cases of intent or gross negligence, to the extent permitted by law and provided that there is no unlimited liability pursuant to Section 15.1.

15.5 The Client is responsible for the content, legality, completeness, topicality, and usability of materials, data, information, and guidelines supplied by the Client. The Client indemnifies Inventive against claims of third parties arising from the contractually compliant use of such materials, data, information, or guidelines.

15.6 Inventive is liable for services, platforms, APIs, models, hosting, cloud, software, payment, communication, or other third-party services only to the extent that Inventive culpably violated its duty in their selection or integration or to the extent that Inventive expressly assumed its own liability.

16. Warranty for Software, SaaS, and Digital Products

16.1 Statutory warranty rights apply to software artifacts, digital products, and technical services subject to the special provisions of these GTC.

16.2 A merely minor reduction in suitability is excluded. The Client must document errors immediately, in a comprehensible manner, and with suitable information, in particular description, steps to reproduce, environment, screenshots, logs, or other relevant details.

16.3 In the case of SaaS services or ongoing technical services, Inventive owes provision in accordance with the agreed Service Levels. Without a separate Service Level Agreement, Inventive does not owe any specific minimum availability.

16.4 Planned maintenance windows, security updates, technical adjustments, or necessary interruptions will be announced to the Client in a timely manner, to the extent that this is possible and reasonable according to the nature of the service.

16.5 Third-party providers, in particular cloud services, APIs, models, shop systems, payment providers, hosting providers, frameworks, app stores, social media platforms, or other external platforms, may modify services, suspend access, fail, adjust prices, or perform technical changes. In such cases, Inventive endeavors to find commercially reasonable workarounds to the extent that this is part of the agreed scope of services.

17. Third-Party Providers and Subcontractors

17.1 Inventive is entitled to deploy suitable employees, freelancers, subcontractors, service providers, and vicarious agents for the performance of services.

17.2 Data protection, security, and confidentiality requirements will be contractually secured to the extent necessary.

17.3 To the extent that services of third parties, in particular licenses, GEMA, stock material, fonts, music, voice actors, models, locations, hosting, cloud services, APIs, or other external services are required, these can be procured by agreement in the name and for the account of the Client or in Inventive’s own name and billed to the Client.

18. Compliance, Export Control, and Lawful Use

18.1 The Client undertakes to use Inventive's services and work results only lawfully and while respecting applicable laws, official guidelines, platform terms, protective rights of third parties, and industry rules.

18.2 The Client complies with export, sanction, and trade legislation restrictions and will not use Inventive's services for prohibited or unlawful purposes.

18.3 Both parties undertake to comply with applicable anti-corruption, antitrust, money laundering, data protection, human rights, labor, and safety regulations, to the extent that these are relevant to the respective contract execution.

18.4 To the extent that Inventive creates websites, apps, digital platforms, social media presences, online shops, or other publicly accessible digital products or content on behalf of the Client, responsibility for compliance with all legally required information lies exclusively with the Client. This includes, in particular, legal notice obligations (§ 5 TMG / § 5 DDG), provider identification, privacy policy, right of withdrawal instructions, pricing details, information obligations under the UWG, the HWG, the LMKV, as well as all other industry- and media-specific labeling and information obligations. The Client shall make all required mandatory information and specifications available to Inventive in a complete, accurate, and timely manner and bears sole legal responsibility for their content and completeness. Inventive is not obliged to inspect such mandatory information for completeness or legality, unless this is explicitly agreed.

19. Term and Termination

19.1 Project contracts terminate upon complete provision of services and, where applicable, acceptance.

19.2 Continuing obligations, in particular maintenance, operations, hosting, support, SaaS, retainers, or ongoing consulting services, may be terminated with three months’ notice to the end of the respective minimum term or contract period, unless otherwise agreed.

19.3 The right to extraordinary termination for good cause remains unaffected. A significant reason exists, in particular, in the event of serious breaches of contract, payment default despite warning, breach of confidentiality or data protection obligations, unlawful use of services, or persistent breach of cooperation duties.

19.4 Services already rendered, expenses incurred, third-party costs, and non-cancelable costs are to be remunerated in the event of termination, to the extent legally permissible and not expressly agreed otherwise.

20. Online Dispute Resolution, Consumer Dispute Resolution, Choice of Law, and Jurisdiction

20.1 Inventive does not participate in dispute resolution proceedings before a consumer arbitration board and is not obliged to do so. Since Inventive's offer is directed exclusively at entrepreneurs, consumer dispute resolution provisions are regularly not applicable.

20.2 German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

20.3 The exclusive place of jurisdiction and performance is Mainz, provided the Client is a merchant, a legal entity under public law, a special fund under public law, or does not have a general place of jurisdiction in Germany. For Clients with their registered office in an EU member state, the jurisdiction agreement applies within the scope of Art. 25 of Regulation (EU) No 1215/2012 (Brussels Ia Regulation); mandatory protective provisions in favor of the Client remain unaffected. For Clients with their registered office outside the EU, Mainz shall apply as the agreed place of jurisdiction without restriction.

21. Final Provisions

21.1 Should a provision of these GTC be or become invalid, unenforceable, or incomplete in whole or in part, the validity of the remaining provisions shall remain unaffected.

21.2 In place of the invalid, unenforceable, or incomplete provision, that valid and enforceable provision shall be deemed agreed which comes closest to the economic purpose of the original provision, to the extent legally permissible.

21.3 Modifications of these GTC must be in at least text form, unless a stricter form is prescribed by law.

21.4 The respective current version of the GTC is available upon request and can be made available on Inventive's website.