Section 1: Scope

The business relations between Mative GmbH (hereinafter referred to as “Mative”) and the business partner (hereinafter referred to as “Client”) shall be governed by the following General Terms and Conditions (hereinafter referred to as “Terms”) in the version valid at the time of establishing the cooperation.

The Client’s terms and conditions shall not apply, even if their validity is not expressly objected to in individual cases.

The basis of the business relations between Mative and the Client, in addition to these Terms, is the offer from Mative to the Client, in which the parties agree on the essential characteristics of the service provision. Regulations deviating from these Terms in the offer take precedence over these Terms.


Section 2: Content of the Business Relationship

The Client has commissioned Mative to provide services related to advertising, marketing, and sales promotion for a brand, a company sign, a product, or a service (hereinafter also referred to as “Campaign”).

Mative’s activity includes, in particular, the conception and execution of specific advertising measures and all related sales-promoting measures agreed upon in individual cases with the Client, involving third parties (especially influencers). Mative is generally free in the choice and implementation of advertising and sales-promoting strategies and measures unless the Client makes explicit design and conceptual specifications in writing (text form sufficient).

Mative will represent the Client’s interests to the best of its ability. The Client will provide all essential information, documents, and data required for Mative’s services to ensure a successful and trustful cooperation.

Mative is entitled to have services and/or partial services within a campaign provided by subcontractors (especially by commissioning third-party companies and group companies of Mative), unless the Client expressly objects (in text form sufficient) to the provision of services by the subcontractors chosen by Mative for understandable and comprehensible reasons. In the latter case, Mative remains obliged to provide the services independently but is entitled to terminate the business relationship with the Client according to Section 12(2) or (3) of these Terms.

Section 3: Services of Mative

Mative’s consulting services may include, in particular:

a. Participation in the (further) development of the Client’s advertising strategy and tactics;
b. Advice on international, national, regional, and local focus;
c. Advice on achieving target groups most effectively;
d. Advice on the effective inclusion of selected third parties and influencers to promote a brand, a company sign, a product, or a service of the Client most effectively.

The conceptual service provided by Mative may include, in particular:

a. The development of a concept with the definition of marketing goals, target groups, and advertising positioning;
b. The development and presentation of an advertising idea including the explanation of the creative intention for marketing and sales promotion;
c. The creation of a catalog of measures based on the developed concept;
d. The creation of a profile for the third parties and influencers to be used in the campaign;
e. The research of suitable third parties and influencers based on the qualitative and quantitative criteria of the Client and based on the concept designed for the best possible marketing of the Client.

The services provided by Mative concerning the implementation and execution of the campaign may include, in particular:

a. Communication and negotiation with third parties and influencers;
b. The creation of briefings and contracts to coordinate the use of third parties and/or influencers;
c. Conducting contract negotiations with third parties and influencers including agreeing on their compensation, concluding contracts with third parties and influencers in Mative’s own name in accordance with the Client’s specifications, and handling contracts with third parties and influencers;
d. Monitoring the contributions of third parties and influencers within the campaign. Mative is expressly not responsible for the legal compliance regarding the correct labeling of the advertising presentation by third parties and influencers. However, Mative will advise third parties and influencers to label their contributions in compliance with the law;
e. The preparation of interim and final reports on the progress and results of the campaign based on KPIs agreed between Mative and the Client.

Further details on the service contents of Mative may arise from briefings agreed upon individually between Mative and the Client.

Section 4: Services of the Client

The Client is obliged to provide Mative with all documents, data, information, and templates required for the provision of services in a timely manner, if necessary, within 48 hours after a corresponding request by Mative. The Client assures that it is authorized to hand over these documents, data, and information.

These Terms are part of the offer sent by Mative to the Client, from which the specific key data of the cooperation in the respective campaign are derived. The Client must inform Mative in writing (text form sufficient) within five (5) business days after receiving the offer whether it accepts the offer or wishes to make changes to it. The Client must inform Mative in writing (text form sufficient) about any changes desired.

The Client undertakes not to approach independently and without involving Mative any influencer involved in the campaign by Mative for the provision of services and to enter into an independent cooperation with them during the campaign and for a period of 6 months after the end of the campaign.

Section 5: Compensation

Mative receives compensation for the provision of the services described in the offer and these Terms in the amount specified in the offer.

Unless already expressly mentioned in the offer, all services of Mative regarding compensation, expenses, and travel costs are subject to the addition of statutory value-added tax, if applicable.

Payments to Mative are due within 30 days after the invoice date without any deduction.

Mative is at any time entitled to demand partial payments for completed parts of a campaign from the Client.

In extensive campaigns of longer duration (longer than 3 months since acceptance of the offer), Mative is entitled to demand partial payments from the Client regardless of the completion of individual parts of the campaign. The prerequisite for this is that the services billed by Mative are comprehensibly detailed in the respective invoice for the Client.

Additional compensation for activities of Mative not defined in the offer is only to be paid by the Client if it has been agreed upon in writing (text form sufficient) with the Client.

Reimbursement of expenses for expenses and travel costs incurred by Mative in fulfilling the tasks within the business relationships with the Client, not already covered by the compensation, is to be reimbursed by the Client after its prior consent and upon presentation of the original receipts.

Section 6: Use of Trademarks

Mative is entitled, during the business relationships and thereafter, without the obligation to pay a separate compensation to the Client, to use protected and unprotected trademarks, logos, names, designs, or other business signs of the Client in any form for its own marketing purposes.

Section 7: Rights of Use

Mative grants the Client, at the time of their acquisition by Mative, all transferable rights, in particular copyright usage rights, rights to trademark registration, and name rights for the exploitation of the services provided during the campaign.

The aforementioned grant of rights explicitly applies only as long as and to the extent that Mative itself is the owner of these rights and usage rights or was/is otherwise authorized to grant such rights.

The grant of rights to the Client explicitly does not apply exclusively. However, the Client is allowed to transfer the granted rights. Mative remains entitled in any case to use, exploit, further transfer, or otherwise deal with the granted rights without restriction in time and space at its own discretion.

Should Mative involve third parties and influencers to fulfill its obligations under the business relationship with the Client, Mative will endeavor to have the copyright usage rights and other rights arising from the performance by the third parties and influencers granted, transferred, and/or allowed for unlimited use in time and space. However, Mative is not obligated to do so.

Mative is entitled to use all services provided to the Client during the business relationships, in particular ideas, drafts, and designs, files, etc., in a modified manner within business relationships with other clients.

Section 8: Liability

Mative undertakes to carry out the assigned work with professional and commercial care to the best of its knowledge and belief and in accordance with the generally accepted principles of advertising.

Mative is liable for damages incurred by the Client due to defects, delay, or non-fulfillment of obligations by Mative only if Mative could not remedy the complained defects even after a written and specifically named notice (text form sufficient) by the Client with a deadline of at least ten (10) business days for their remedy. In this case, the liability for damages includes, in particular, the costs for a new concept, planning, and production of the advertising service. Defect, delay, or non-fulfillment, in particular, do not already lie in the fact that Mative and the Client make several loops regarding the publication of an image and/or a related text.

For all other damages incurred by the Client due to Mative’s culpable behavior, Mative is liable for intent and gross negligence without limitation and for slight negligence only in the case of violation of essential contractual typical obligations and limited to the damage typically foreseeable at the time of contract conclusion. The aforementioned restriction does not apply to injury to life, body, or health, nor does it apply if a restriction of liability would violate mandatory statutory law.

Mative’s liability for indirect damages and consequential harm caused by a defect is excluded.

Mative is expressly not liable to the Client for damages incurred by the Client due to misconduct by third parties and influencers used for contract fulfillment (excluding subcontractors). Such misconduct may particularly lie in insufficient labeling of advertising content in publications in social media networks and other media for disseminating advertising messages. Only the third parties and influencers and/or the Client are responsible for the proper labeling. However, Mative will advise the third parties/influencers on the obligation for lawful labeling.

Otherwise, the statutory liability regime applies.

Section 9: Confidentiality

The parties undertake to treat all exchanged business documents related to the business transactions strictly confidentially.

The parties undertake to pass on the obligation for confidential treatment of business documents to their employees as well as to third parties used for service provision.

The obligation to confidentiality applies for the duration of the business relationships between the parties and for two (2) years thereafter.

Section 10: Retention

Mative will retain all documents, files, data, etc., provided by the Client for service provision during the duration of the business relationships and for at least two (2) years thereafter.

The Client is entitled to demand the return of these documents or the deletion of data and files at any time.

Section 11: Data Protection Notice

For the implementation of the business relationship, the fulfillment of the resulting obligations for Mative, and based on legitimate interest, Mative processes personal data (“PD”) of the Client and its employees. With the data protection notices mentioned in this Section 11, Mative fulfills its obligations under Article 13 GDPR.

The PD of the Client processed by Mative includes, in particular, the name, address, email address, telephone number, professional information of the Client’s contact person, PD in connection with other personal characteristics for determining the suitable campaign strategy/cooperation partners, and possibly further PD of the Client, as far as they are related to a natural person within the meaning of Article 4 No. 1 GDPR. The purposes for which Mative processes the PD of the Client are explained below.

For optimal implementation of the campaign, fulfillment, and proper execution of its obligations under the contract, Mative collects, stores, and processes PD of the Client. This includes processing steps such as internal storage of PD, internal transfer of PD to the employee responsible for the Client at Mative, or recording and processing communication with the influencer. Furthermore, transfers of data to third parties, subcontractors involved in contract fulfillment, in the required scope, are included in the course of service provision. This also includes the targeted use of PD of the Client for communication and negotiation purposes with third parties and influencers in the sense of the campaign/service provision. The legal basis for these processing steps is Article 6(1)(b) GDPR. All processing steps mentioned for the stated purposes are necessary for the fulfillment of the present contract.

For reasons of successful matching of the Client with potential influencers and for the corresponding initiation, execution, and processing of campaigns, Mative transmits PD to influencers. The Client can contact the influencer directly or do so through Mative. The legal basis for this processing step is Article 6(1)(b) GDPR. All processing steps mentioned for the stated purposes are necessary for the fulfillment of the present contract.

The PD of the Client and its employees will be stored for the fulfillment of the stated purposes generally for the duration of this contract and for a reasonable period thereafter. This period is determined, among other things, by whether there might still be post-contractual claims that need to be asserted, specific requirements & inquiries resulting from the cooperation with the Client, the influencer, and Mative need to be served, or whether there are legal retention obligations.

The Client can assert the data subject rights mentioned in Articles 15 ff. GDPR against Mative, in particular, the right to access (Article 15 GDPR), correction (Article 16 GDPR), deletion (Article 17 GDPR), restriction (Article 18 GDPR) of PD, and possibly the right to data portability (Article 20 GDPR). In addition, the Client has the right under Article 77 GDPR to complain to the competent supervisory authority if it believes that the processing of PD by Mative violates the GDPR.

Section 12: Duration & Termination

The duration of the business relationship between Mative and the Client is based on the duration or term of the campaign to be carried out hereunder. After the completion of the campaign and the complete provision of the respective agreed services, the business relationship between the parties ends.

During the duration of a campaign, the business relationship can be terminated by Mative with a notice period of one (1) month to the end of the month. In this case, the Client has no right to claim damages due to the early termination of the business relationship. The services provided up to the effective date of the termination must be properly invoiced and compensated.

Both parties have the right to terminate the business relationship at any time for good cause (to terminate without notice).

In the event of extraordinary termination by Mative, Mative is entitled to demand the agreed fee for the services provided up to the effective date of the termination from the Client (possibly pro rata). Should the extraordinary termination be based on misconduct or a significant breach of contract by the Client, Mative is also entitled to demand compensation for the damages and expenses Mative incurs because it relied on the continuation of the business relationships.

Section 13: Miscellaneous

Mative is entitled, after obtaining the prior consent of the Client, to assign or transfer the rights and obligations from the business relationship with the Client in whole or in part to third parties.

The entire business relationship between Mative and the Client, in particular, the provisions of these Terms and the offer, is governed exclusively by the law of the Federal Republic of Germany. The application of the UN Sales Convention is expressly excluded.

The place of jurisdiction for all disputes arising from and in connection with the business relationship between Mative and the Client, the Terms, and/or the offer is, unless mandatory statutory law contradicts, Hamburg, Germany, or at Mative’s discretion, the jurisdiction of the Client.

Should one or more provisions of these Terms be or become invalid, this shall not affect the validity of the Terms as a whole. The invalid provision shall be replaced by the one that comes closest to the economic intent of the parties in this regard.

In the event of contradictions or deviations between the German and the English version of these Terms, only the provisions of the German version of these Terms shall apply.