1) Contract Formation / Requirement of Written Form
1.1 These General Terms and Conditions (GTC) form an integral part of all current and future contracts between Fish Blowing Bubbles GmbH (FBB) and the Client. Upon placing an order, these GTC shall be deemed accepted by implication. Conflicting or deviating terms and conditions of the Client shall become part of the contract only if FBB has expressly agreed to their validity in writing.
1.2 Unless an expressly specified binding period is confirmed, FBB’s offers are subject to change and non-binding.
1.3 As a rule, legally binding contracts with FBB shall only be concluded by handwritten signature of the Managing Director or a representative duly authorized in writing for this purpose. Digital orders, emails, telephone calls, or payments without a corresponding written basis shall not constitute a legally binding commitment.
1.4 As a rule, contracts shall require FBB’s written confirmation to become effective. However, a contract shall also be deemed concluded without an express written confirmation if FBB actually performs the commissioned service.
1.5 Following the preparation of an offer, the transmission by the Client of project-related data or materials—particularly 3D data (e.g., CAD data, Max or Maya files), 2D data (e.g., construction drawings), material samples, material scans or photographs—shall be deemed a placement of the order, unless the Client expressly declares otherwise.
1.6 External service providers, employees, or other third parties are expressly not authorized to conclude contracts in the name of FBB unless they have been authorized to do so in writing. Repeated tolerance of services or payments shall neither establish any entitlement to continuation of the contract nor constitute approval of a contractual relationship.
1.7 Further agreements, in particular oral side agreements and subsequent amendments to the contract, shall require written form to be effective. This shall also apply to any waiver of the requirement of written form itself.
2) Cooperation / Duties of the Client
2.1 The contracting parties shall each designate a responsible contact person as well as a deputy, who shall manage and coordinate performance of the contractual relationship for the respective party in a competent manner. Any changes to the designated persons shall be notified to the other party immediately in writing. In addition to the statutory representatives, until receipt of such notification, only the previously designated contact persons and/or their deputies shall be authorized, within the scope of their existing authority to represent, to make and receive declarations.
2.2 The contracting parties shall inform each other at regular intervals about progress as well as any difficulties in the performance of the contract in order to be able to intervene in a steering manner in the performance of the contract if necessary.
2.3 FBB shall prepare a meeting note regarding the exchange of information between the contact persons. This note shall either be presented to the Client during a personal meeting or, at the latest, transmitted one week after the exchange of information. The note shall be signed by the Client after presentation and returned to FBB. The Client shall be entitled, within one week after presentation, to make additions or corrections if required. If no timely response, correction or addition is made, the content of the note shall be deemed acknowledged. In the event of a correction or addition, FBB shall be entitled, within one week, to commence renewed negotiations regarding the amended or newly added items.
2.4 The Client undertakes to actively support FBB in the performance of the contract. The Client shall provide all information, data, documents and materials required for the execution of the project in due time, completely and in a technically suitable form.
2.5 The Client bears sole responsibility for the accuracy, completeness and legal permissibility of the content, data and materials provided by it. FBB is not obliged to review the content submitted by the Client for legal or factual correctness. The Client shall indemnify FBB against all third-party claims asserted on the basis of the content or information provided by the Client. This also includes the costs of an appropriate legal defense.
3) Client’s Duties to Cooperate
3.1 The Client shall support FBB in the contractually agreed services. In particular, the Client shall provide all information, data, hardware or software without delay, insofar as the duty to cooperate requires this of the Client.
3.2 For the execution of the contractual relationship, the Client shall provide the required number of its own employees who possess the necessary expert knowledge.
3.3 If the Client has undertaken to procure material or data for FBB within the scope of performance of the contract, the Client shall provide such material or data to FBB immediately in a common, directly usable and, where possible, digital format.
3.4 The Client shall perform all acts of cooperation at its own expense.
3.5 The Client bears full responsibility and liability for the content of the materials and data made available by it to FBB and for their correctness. This applies in particular to content that violates or is capable of violating competition law, copyright law, or common decency. The Client shall ensure that FBB obtains the rights required to use such materials and data. By placing the order, the Client declares that it holds all rights relating to the placement of the order and the exploitation of the service. FBB is released from any obligation to verify these rights; the Client shall be liable for the existence of such rights. This includes all rights required for the production, processing and reproduction as well as the presentation of image and sound recordings for purposes of any kind whatsoever. Furthermore, this includes copyright and usage rights insofar as they relate to the order. The Client shall also be liable for all claims asserted against us by third parties due to the execution of the order and furthermore undertakes to hold us harmless and indemnified in this regard. This also applies to rights administered by collecting societies. Within the framework of statutory and/or contractual provisions, we are entitled to make notifications to collecting societies if requested by them. The Client expressly indemnifies us against any claims by collecting societies.
4) Website Use / AI-Generated Content
4.1 The FBB website is provided solely for information and acquisition purposes. No contracts are concluded via the website. Inquiries via forms or email do not constitute binding orders.
4.2 Content (texts, images, animations) may be created partially or entirely using artificial intelligence (AI) systems. FBB does not warrant the accuracy or completeness of such content. Use is at the client’s own risk.
5) Offers, Cost Estimates and Additional Costs
5.1 Offers by FBB are non-binding calculations and not fixed prices unless expressly designated as such.
5.2 Additional requirements, change requests, or supplementary services shall be invoiced separately based on actual effort.
5.3 Delays caused by the client or its agents shall result in additional costs, which shall be invoiced separately.
5.4 Cost increases due to circumstances outside FBB’s control (e.g., energy price increases, inflation, taxes, surcharges) entitle FBB to adjust its remuneration accordingly.
5.5 If an agreed payment schedule is delayed by the client, FBB is entitled to pass on financing and interest costsincurred as a result.
6) Dates / Deadlines
6.1 Deadlines and delivery dates may only be confirmed on behalf of FBB by its legal representatives, the designated contact persons, or their deputies.
6.2 Fixed delivery dates and deadlines are valid only if confirmed in writing and expressly designated as binding.
6.3 Compliance with deadlines and dates requires the possibility of performance as well as proper and timely fulfillment of the Client’s obligations. Delays caused by force majeure or by circumstances within the Client’s responsibility shall not be attributable to FBB and entitle FBB to postpone the provision of the affected services for the duration of the impediment plus a reasonable start-up period. FBB shall inform the Client of delays caused by force majeure.
7) Involvement of Third Parties
With regard to third parties who, at the instigation of or with the tolerance of the Client, act for the Client within the field of activity of FBB, the Client shall be responsible as for vicarious agents. FBB shall not be responsible vis-à-vis the Client if, due to the conduct of any of the aforementioned third parties, FBB is unable to fulfill its obligations to the Client in whole or in part or not in due time.
8) Change of Services
8.1 If the Client wishes to change the contractually determined scope of the service to be provided by FBB, it shall express such change request to FBB in writing. The further procedure shall be governed by the following provisions. In the case of change requests that can be reviewed quickly and implemented within eight working hours, FBB may deviate from the procedure under Sections 8.2 to 8.5.
8.2 FBB shall examine what impact the requested change will have, in particular with regard to remuneration, additional effort and dates. If FBB recognizes that services to be rendered cannot be performed or can only be performed with delay due to the review, it shall inform the Client accordingly and also point out that the change request can only be reviewed if the affected services are postponed for an initially unspecified period. If the Client declares its consent to such postponement, FBB shall carry out the review of the change request. The Client is entitled to withdraw its change request at any time. The initiated change procedure shall thereby be terminated.
8.3 After reviewing the change request, FBB shall set out to the Client the impact on the agreement reached. The statement shall either contain a detailed proposal for implementation of the change request or information if the change request is not feasible. The contracting parties shall promptly coordinate regarding the content of a proposal for implementation of the change request and shall add the result as an addendum to the text of the agreement to which the change relates.
8.4 If no agreement is reached or the change procedure ends for any other reason, the original scope of services shall remain in effect. The same shall apply if the Client does not agree to a postponement of performance for the further conduct of the review under Section 8.2.
8.5 Dates affected by the change procedure shall be postponed taking into account the duration of the review, the duration of the coordination regarding the change proposal and, if applicable, the duration of the change requests to be implemented, plus an appropriate start-up period (where required). FBB shall inform the Client of the new dates.
8.6 The Client shall bear the expenses arising from the change request. This includes in particular the review of the change request, the preparation of a change proposal and any periods of standstill that may occur. If the parties have agreed daily rates, the expenses shall be calculated on the basis of these rates or otherwise on the basis of FBB’s customary remuneration.
8.7 FBB is entitled to change or deviate from the contractually agreed services if, taking into account FBB’s interests, the change or deviation is reasonable for the Client.
9) Remuneration / Payment Terms
9.1 If no lump-sum remuneration or express remuneration agreement has been made between the parties and the Client could, under the circumstances, only expect FBB’s performance against remuneration, the Client shall be obliged to pay the customary remuneration. In case of doubt, the remuneration rates customarily charged by FBB for its services shall apply.
9.2 Time-based services shall be calculated on the basis of our work records. The Client acknowledges FBB’s time records as binding for it. When invoicing on the basis of daily rates, one service day at our production premises comprises up to ten working hours. In the administrative area, one service day comprises eight working hours.
9.3 For bindingly booked dates that are not utilized by the Client and could not be otherwise occupied, the agreed order sum shall be charged, provided that cancellation did not occur at least 36 hours prior to the start of the date.
9.4 Our prices are net prices plus the applicable statutory value added tax, ex works from delivery, excluding packaging, freight, customs and shipping insurance. Travel expenses, encodings, the production of copies and material costs that may arise shall be invoiced separately in each case.
9.5 Invoices issued by FBB are payable within 14 days after the invoice date without deduction.
9.6 In the case of long-running projects, FBB is entitled to demand reasonable advance payments.
9.7 Objections to fee statements or invoices must be asserted in writing immediately upon receipt, at the latest within two weeks after the invoice date. The due date of the invoice shall remain unaffected. If no timely objections are raised, the statement shall be deemed approved.
9.8 If the Client is a merchant (Kaufmann) or a legal entity under public law, set-off or retention of payments due to counterclaims is permissible only if such counterclaims have been acknowledged by FBB or have been finally adjudicated.
9.9 Payments made without a valid contractual basis are made without recognition of any legal obligation.
10) Rights / Retention of Title
10.1 FBB grants the Client, with respect to the final services provided, in particular final image data, a simple, non-exclusive, territorially and temporally unrestricted right to use such services in accordance with the contract. Where software is the subject of the services, the statutory provisions of Sections 69d and 69e of the German Copyright Act (UrhG) shall apply mutatis mutandis.
10.2 The creation, editing and processing of process data developed by FBB or provided by the Client constitutes FBB’s specific know-how. All rights to non-final services, in particular project files, working files, raw data, intermediate versions and other process data, remain exclusively with FBB.
10.3 Sound rights are generally the responsibility of the Client and are, as a rule, not provided by FBB. Deviations require a separate written agreement and shall be remunerated separately.
10.4 The Client is permitted to use the services rendered only on a revocable basis until full payment of all due claims. FBB is entitled to revoke the use of such services for the duration of default with respect to payments for which the Client is in arrears.
10.5 Items delivered and/or processed by FBB remain the property of FBB until full payment of all claims arising from the business relationship against the Client, including interest and ancillary costs. During the existence of the retention of title, any resale or other disposition of such items without FBB’s written consent is impermissible and ineffective.
10.6 FBB is entitled to retain items that have been handed over by the Client, are stored with FBB or have been produced for the Client, as long as all claims arising from the business relationship have not been fully settled.
11) Infringement of Intellectual Property Rights
11.1 FBB shall, at its own expense, indemnify the Client against all third-party claims arising from infringements of intellectual property rights (patents, licenses and other protective rights). The Client shall inform FBB without undue delay of any third-party claims asserted. If the Client fails to inform FBB without undue delay of the asserted claims, the right to indemnification shall lapse.
11.2 In the event of infringements of intellectual property rights, FBB may, without prejudice to any claims for damages of the Client, at its own discretion and at its own expense, in respect of the affected services and after prior consultation with the Client, ensure that no infringement of intellectual property rights exists any longer or acquire for the Client the necessary rights of use.
12) Warranty / Duty to Inspect and Give Notice of Defects / Liability
12.1 If the Client has not issued precise written instructions, characteristics of artistic design that are subject to subjective assessment - especially colors or tones - cannot be the subject of defect complaints. For material-, process- or system-related variations in color or tone, the customary commercial tolerances shall apply.
12.2 FBB shall remedy any defects by way of subsequent performance after corresponding written notification by the Client. As long as FBB complies with its obligation of subsequent performance, in particular remedying defects or delivering a defect-free item, the Client shall have no right to demand a reduction of remuneration or to withdraw from the contract.
12.3 The Client may, at its option, demand a reduction of remuneration or withdraw from the contract if a defect cannot be remedied within a reasonable period or if the remedial work or replacement delivery has failed. Remedial work shall be deemed to have failed only if FBB has been given sufficient opportunity to remedy the defect or provide a replacement delivery without achieving the required success, or if such remedial work or replacement delivery is impossible, refused or unreasonably delayed by FBB, or if justified doubts exist as to the prospects of success.
12.4 The Client is obliged to inspect the delivery promptly for obvious defects. Obvious defects include in particular missing manuals, significant and easily recognizable defects, incorrect deliveries as well as quantity discrepancies. Such defects must be notified in writing no later than within 21 days after delivery.
12.5 Defects that become apparent only later must be notified in writing within 21 days after discovery.
12.6 If the duty to inspect and/or to give notice of defects is violated, the delivery shall be deemed approved with regard to the defect in question.
12.7 FBB shall be liable for damages only in cases of intent and gross negligence. In cases of slight negligence, FBB shall be liable only in the event of breach of an essential contractual obligation as well as for damages arising from injury to life, body or health.
12.8 In the event of slight negligence, liability is limited to the foreseeable damage typical for the contract which must typically be expected to occur.
12.9 FBB shall not be liable for the loss of data and/or programs insofar as the damage is due to the Client’s failure to perform regular and appropriate data backups, thereby ensuring that lost data can be restored with reasonable effort.
12.10 FBB shall not be liable for damages arising from the use of materials provided by the Client or its vicarious agents, in particular within the meaning of the provisions on the Client’s duties to cooperate. The Client alone shall be liable for content and materials of the Client. FBB is indemnified in this respect against all third-party claims.
12.11 The foregoing liability provisions shall also apply for the benefit of FBB’s statutory representatives, employees and other vicarious agents.
12.12 Mandatory provisions of the Product Liability Act (Produkthaftungsgesetz) remain unaffected.
12.13 All claims of the Client shall become statute-barred within one year from delivery or acceptance of the service, unless mandatory statutory limitation periods provide for a longer period.
13) Provided Items / Data Material
13.1 Fish Blowing Bubbles GmbH shall not be liable for provided items of any kind. Such items are stored at the client's expense and risk at Fish Blowing Bubbles GmbH. Fish Blowing Bubbles GmbH is entitled, upon prior written notice, to store such items at third-party facilities at the client's expense. In the event of loss and/or damage to materials provided for processing, Fish Blowing Bubbles GmbH's liability is limited to the replacement delivery of raw materials equivalent to the lost or damaged materials.
13.2 There is no obligation for Fish Blowing Bubbles GmbH to have insurance for these types of items.
13.3 After the project is completed, the transfer and/or working materials (handover of final data files) generated during the provision of services at Fish Blowing Bubbles GmbH will be retained for a period of one month. Fish Blowing Bubbles GmbH reserves the right to delete transfer and working data, as well as transfer and working tapes, after this period. Upon the client's request, these data can be stored in Fish Blowing Bubbles GmbH's internal data backup system. They can then be restored in the event of a follow-up project. The costs for restoration shall be borne by the client according to the current price list.
14) Non-Solicitation
14.1 The Client undertakes, during the term of cooperation between the parties and additionally for a period of one year thereafter, not to solicit or employ any employees of FBB without consent.
14.2 In the event of culpable violation, the Client undertakes to pay a contractual penalty to be determined in amount by FBB and, in the event of dispute, to be reviewed by the competent court.
15) Confidentiality / Press
15.1 All documents handed over by one contracting party as well as communicated findings, experiences and other information may be used exclusively for the purposes of this contract. Disclosure to third parties is impermissible unless such information is intended by its nature to be made accessible to third parties or is already generally known.
15.2 Persons engaged to perform the contractual relationship, in particular freelancers, subcontractors or other vicarious agents, shall not be deemed third parties within the meaning of this provision, provided that they are themselves bound to confidentiality.
15.3 The parties further agree to maintain confidentiality regarding the content of this contract and the knowledge gained in the course of its performance.
15.4 The confidentiality obligation shall continue to apply after termination of the contractual relationship.15.5 Upon request of a contracting party, handed-over documents such as strategy papers, briefing documents, data, etc. shall be returned to it after termination of the contractual relationship, unless the other contracting party can assert a legitimate interest in such documents.
15.6 Press releases, public communications or other statements in which one contracting party refers to the other contracting party require prior written coordination between the parties.
15.7 FBB is entitled to use services rendered for reference and demonstration purposes, in particular for presentations, self-promotion, website or competitions, unless the Client expressly objects on the basis of an overriding legitimate interest.
16) Data Protection & Consent
FBB operates a consent management tool on its website that enables users to revoke or adjust their consent regarding cookies and data processing at any time.
17) Termination for material breach
17.1 Fish Blowing Bubbles GmbH is entitled to terminate the contract prematurely for good cause.
A particularly important reason includes:
- a material breach of contract
- change in the company's circumstances or significant deterioration of the financial situation of the client, especially in the case of persistent, substantial payment arrears or default regarding other essential obligations
- dishonoring or protest of checks or bills of exchange
- inability to pay
- insolvency- application for the opening of insolvency proceedings
17.2 In the event of termination by Fish Blowing Bubbles GmbH for good cause, Fish Blowing Bubbles GmbH is entitled to invoice for the services provided, regardless of their usability by the client. For services not rendered, §649 Sentence 2 BGB applies.
18) Termination & Contract Renewal
18.1 Terminations must be submitted in writing by original signed letter. Termination by email, fax, or phone is excluded.
18.2 Automatic renewals without explicit written confirmation by the Managing Director are invalid.
19) Other
19.1 Assignment of claims is only permissible with the prior written consent of the other contracting party. The consent must not be unreasonably withheld. The provisions of § 354a HGB remain unaffected by this.
19.2 The contracting parties can only set off claims that are undisputed or legally determined.
19.3 Fish Blowing Bubbles GmbH is permitted to mention the client as a reference on its own website or in other media. Additionally, Fish Blowing Bubbles GmbH may publicly reproduce the services provided for demonstration purposes (e.g., in a portfolio) or refer to them, unless the client can assert a legitimate opposing interest.
20) Final Provisions
20.1 All amendments and supplements to contractual agreements must be set down in writing for evidentiary purposes. Any amendment of this requirement of written form shall itself require written form.
20.2 Terminations must be made in writing by registered letter.
20.3 Should individual provisions of the parties’ agreements be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby. In such case, the parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.
20.4 The above shall apply accordingly to any gaps in the agreement.
20.5 The Client’s general terms and conditions shall not become part of the contract even if they are not expressly objected to.
20.6 Exclusively the law of the Federal Republic of Germany shall apply, excluding conflict-of-laws rules (international private law) and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Place of jurisdiction and place of performance is Munich.
20.7 The place of performance for all services is the registered office of FBB.
20.8 The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the registered office of FBB, provided that the Client is a merchant (sales man) or a legal entity under public law.
20.9 The contracting party bears the burden of proof that a valid contract was concluded by handwritten signature of the Managing Director or a representative duly authorized in writing for this purpose.
