TERMS AND CONDITIONS
Version of March 10, 2026
This English version of the General Terms and Conditions is provided for convenience only.
In the event of discrepancies or inconsistencies, the German version shall prevail and be legally binding.
§ 1 Scope of Application, Subject Matter of the Contract
(1) These General Terms and Conditions (GTC) apply to all contracts, deliveries, and services between BLUEBERRY WALNUT GMBH, Kärntener Str. 9, 10827 Berlin (hereinafter referred to as the “Agency”), and its clients, unless expressly agreed otherwise in writing.
(2) Written form within the meaning of this agreement is deemed fulfilled by email.
(3) These GTC merely establish the framework for the cooperation between the parties. The type and scope of the respective services, as well as schedules and all other details, are set out in the service descriptions contained in the Agency’s offers and the written acceptance by the client.
(4) Conflicting or deviating general terms and conditions of the client shall not become part of the contract unless the Agency expressly agrees to their validity in writing.
§ 2 Services of the Agency
(1) The Agency’s activities include, in particular, consulting, conceptual, design, and implementation services. In particular, the Agency provides the following services:
- Strategic consulting in the areas of brand presence, marketing, and communication
- Conceptualization and development of visual and content-based communication materials
- Design of logos, corporate designs, print media, and digital media
- Development and implementation of websites (particularly based on CMS systems)
- Content creation, text development, and editorial services
- Development of presentations, pitch decks, and marketing materials
- Project-related consulting and coordination of external service providers
(2) Unless expressly agreed otherwise, the Agency does not owe a specific economic or advertising success, but only the provision of the agreed services.
(3) Performance deadlines are only binding if they have been expressly agreed in writing as binding. Delays resulting from missing or delayed cooperation by the client (§ 3) shall not be the responsibility of the Agency. In such cases, agreed deadlines shall be extended accordingly.
(4) The Agency is entitled to engage third parties in order to provide the services owed under the contract. The Agency will select such third parties at its due discretion.
(5) Unless otherwise agreed, the Agency is obligated to provide one round of revisions. A revision round includes only reasonable adjustments to the submitted draft (e.g., changes to texts, colors, details, or individual design elements). It does not include the creation of a new concept, a fundamental redesign, or changes that go beyond the original design approach.
(6) Services exceeding the agreed number of revision rounds or the services defined in the Agency’s offer constitute a separate assignment. Such services shall be remunerated separately. Unless the parties agree otherwise in writing regarding remuneration, these services shall be billed by the Agency at the applicable hourly rates for each commenced hour.
(7) Upon delivery of the services to the client, the Agency is no longer obliged to store data or work results. The risk of loss, deterioration, or destruction passes to the client upon delivery.
§ 3 Client’s Duties to Cooperate
(1) The client shall provide the Agency with all information, content, materials, and approvals required for the provision of the services in a timely and complete manner.
(2) The client warrants that it is entitled to use and transfer all content provided to the Agency (in particular texts, images, trademarks, logos, and data) and that their use does not infringe the rights of third parties.
(3) Delays or additional work resulting from insufficient, delayed, or incorrect cooperation by the client shall not be borne by the Agency and shall be remunerated separately.
§ 4 Remuneration, Payment Terms
(1) The Agency’s remuneration results from the respective agreed offer or individual assignment.
(2) External costs (e.g., licenses, fonts, image material, plug-ins, printing costs) shall be invoiced separately to the client, provided they have been approved by the client.
(3) Unless otherwise agreed, invoices are payable within 10 days from the invoice date without deduction.
(4) GEMA fees and other usage-related royalties shall be borne by the client.
(5) Travel expenses shall only be charged to the client after prior written approval and upon presentation of supporting documentation.
(6) The Agency is entitled to invoice partial services rendered and reasonable advance payments. If the client fails to comply with its duties to cooperate pursuant to § 3, the Agency shall request such cooperation once again within a reasonable deadline. If this deadline expires without result, the Agency shall be entitled to invoice the entire agreed fee before providing its services.
(7) All services of the Agency are subject to the applicable statutory value-added tax (VAT), insofar as such tax is actually applicable.
§ 5 Rights of Use
(1) Upon full payment of the agreed remuneration, the Agency grants the client the rights of use to its services for the contractually agreed purposes. The granting of usage rights applies exclusively to the work results delivered to the client and does not include pitch materials, drafts, preparatory work, or open files. If the client wishes to acquire usage rights to such materials, a separate agreement between the parties is required.
(2) Unless otherwise agreed, the client shall receive non-exclusive, unlimited in time and territory usage rights for the types of use resulting from the offer.
(3) If the Agency uses services for which direct granting of usage rights is not possible (e.g., when using generative AI or stock content), the Agency shall inform the client accordingly. If the client does not object to such use, the Agency shall not be liable for any resulting disadvantages.
(4) The Agency is entitled to use the services rendered and work results as references for its own promotional purposes in its own media and channels, including naming the client and displaying the client’s company logo, unless the client expressly objects.
§ 6 Liability
(1) The Agency shall only be liable to the client for breaches of contractual obligations in cases of intentional misconduct or gross negligence. In cases involving claims for injury to life, body, or health, as well as breaches of essential contractual obligations (cardinal duties), the Agency shall also be liable in cases of simple negligence. In particular, the Agency assumes no liability for force majeure (e.g., sudden illness, flight cancellations, traffic accidents, pandemics, etc.).
(2) Liability is limited to the damage typically foreseeable. Compensation for indirect damages is excluded.
(3) The Agency assumes no liability for the legal admissibility of content and services approved by the client. In particular, the Agency does not owe any legal review or legal advice regarding the services it provides.
§ 7 Confidentiality
The Agency shall treat all business matters and documents of the client that come to its knowledge as strictly confidential. The Agency undertakes to impose this confidentiality obligation on all employees who have access to the aforementioned business matters. The confidentiality obligation shall remain in force for an unlimited period beyond the duration of this contract.
§ 8 Final Provisions
(1) Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a regulation shall apply that comes as close as legally possible to the intention of the parties. The same shall apply in the event of a regulatory gap.
(2) The laws of the Federal Republic of Germany shall apply.
(3) Place of jurisdiction is Berlin.