General Terms and Conditions of Se Han GmbH
1. Scope
1.1 These General Terms and Conditions apply to all contracts, services and offers of Se Han GmbH, c/o Factory Görlitzer Park, Lohmühlenstraße 65, 12435 Berlin, Germany, represented by the management, hereinafter referred to as “Se Han”.
1.2 These terms and conditions apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law and special funds under public law.
1.3 Any differing, conflicting or supplementary terms and conditions of the client shall only become part of the contract if Se Han has expressly agreed to their validity in text form.
1.4 Individual agreements in the offer, contract or service description take precedence over these terms and conditions.
2. Subject matter of the contract and services
2.1 Se Han provides services in particular in the areas of strategy, consulting, brand development, communication, AI-supported process and system development, digital products, websites, content, campaigns, creative conception, spatial and curatorial formats, and project-related support.
2.2 The type and scope of services are determined by the respective offer, the service description, the briefing and any project-related agreements in written form.
2.3 Unless expressly agreed otherwise, Se Han owes a service, not a specific economic result.
2.4 If a specific contractual result is expressly agreed upon, the provisions of these General Terms and Conditions regarding acceptance shall apply in addition.
2.5 Se Han is entitled to engage qualified third parties, freelancers, or subcontractors to perform the services. Se Han remains the sole contractual partner of the client.
3. Conclusion of the contract
3.1 Offers from Se Han are non-binding unless they are expressly designated as binding.
3.2 A contract is concluded through:
a) the acceptance of an offer by the client in written form,
b) confirmation of the order by Se Han in written form, or
c) the commencement of the service provision by Se Han.
3.3 Amendments or additions to an already concluded contract require confirmation in written form.
4. Obligations of the client to cooperate
4.1 The client shall provide Se Han with all information, documents, content, access, contact persons and approvals required for the performance of the services in a timely and complete manner.
4.2 The client guarantees that the content, data, materials and rights provided by him are free from third-party rights or may be used by him to the extent necessary for the performance of the contract.
4.3 Delays or additional expenses arising from the client's failure to fulfill its obligations to cooperate, or from its failure to do so in a timely or complete manner, shall not be borne by Se Han. Any additional expenses incurred as a result may be billed separately.
4.4 The client shall designate a contact person with decision-making authority. Approvals and agreements made through this person shall be binding.
5. Dates, deadlines and performance times
4.1 The client shall provide Se Han with all information, documents, content, access, contact persons and approvals required for the performance of the services in a timely and complete manner.
4.2 The client guarantees that the content, data, materials and rights provided by him are free from third-party rights or may be used by him to the extent necessary for the performance of the contract.
4.3 Delays or additional expenses arising from the client's failure to fulfill its obligations to cooperate, or from its failure to do so in a timely or complete manner, shall not be borne by Se Han. Any additional expenses incurred as a result may be billed separately.
4.4 The client shall designate a contact person with decision-making authority. Approvals and agreements made through this person shall be binding.
5. Dates, deadlines and performance times
5.1 Stated dates and deadlines are only binding if they have been expressly confirmed as binding by Se Han in written form.
5.2 Performance deadlines do not begin until all commercial and technical issues have been clarified and the client has fully complied with his obligations to cooperate.
5.3 If delays occur due to circumstances beyond Se Han's control, in particular due to late cooperation, change requests, lack of approvals, force majeure, failures of third-party providers or technical malfunctions, deadlines shall be extended appropriately.
5.4 If the client falls behind schedule with cooperation or approvals, Se Han may adjust project processes and reschedule agreed time windows.
6. Remuneration and terms of payment
6.1 The remuneration agreed in the offer or contract applies.
6.2 Unless expressly agreed otherwise, all prices are net prices plus statutory VAT.
6.3 Unless otherwise agreed, invoices are due for payment within 14 calendar days of the invoice date without deduction.
6.4 For ongoing retainers, consulting mandates or recurring services, billing is done monthly in advance or monthly after the service period, depending on the agreement.
6.5 Additional services, extra work outside the agreed scope, subsequent change requests, additional correction rounds or services resulting from incomplete cooperation of the client will be remunerated separately.
6.6 Travel expenses, external costs, production costs, media budgets, licenses, tools, printing costs, hosting, third-party fees and similar expenses shall be borne separately by the client unless expressly agreed otherwise.
6.7 In the event of default, the statutory provisions apply. For payment claims between businesses, the law provides in particular for default interest and, where applicable, a lump sum for late payment.
7. Change Requests and Additional Services
7.1 Any change or addition requests from the client after conclusion of the contract require separate coordination.
7.2 Se Han is entitled to review the additional costs for change requests and to invoice these separately.
7.3 Agreed schedules, budgets and delivery dates may be reasonably adjusted due to change requests.
8. Acceptance of work services
8.1 Insofar as Se Han exceptionally owes services under a contract for work and services, the client is obliged to accept the service produced in accordance with the contract upon completion.
8.2 Se Han may notify the client of completion in written form and request acceptance within a reasonable period.
8.3 The service is considered accepted when
a) the client has expressly declared acceptance,
b) the client uses the service productively, publishes it or exploits it commercially, or
c) the client does not refuse acceptance within a reasonable period set by Se Han, specifying at least one defect.
8.4 Minor defects do not justify refusal of acceptance.
8.5 The statutory acceptance system is derived from § 640 BGB.
9. Rights to work results and usage rights
9.1 All services, concepts, drafts, strategies, texts, designs, systems, structures, presentations, documents, elaborations, websites, content, code components and other work results provided by Se Han remain the property or exclusively subject to usage rights with Se Han until full payment has been received, to the extent legally possible.
9.2 Upon full payment, Se Han grants the client the rights of use necessary for the agreed purpose to the contractually owed and delivered work results, unless otherwise stipulated in the offer or contract.
9.3 Unless expressly agreed otherwise, usage rights are
a) simple,
b) not transferable, and
c) limited to the contractually agreed purpose.
9.4 Any processing, transfer to third parties, multiple use, reproduction outside the scope of the contract or use in other companies, brands, countries or media requires a separate agreement, unless covered by the scope of the contract.
9.5 Open files, editable source files, raw data, development states, documentation, prompts, internal working files, layout files, code repositories or production sources are only owed if this has been expressly agreed.
9.6 Rights to pre-existing materials, methods, templates, libraries, know-how, prompts, frameworks, tools and building blocks of Se Han remain with Se Han.
10. Third-party providers, AI systems and external services
10.1 Insofar as third-party services are used within the scope of the project, in particular hosting, domains, software, plug-ins, APIs, AI models, stock material, shipping or media services, their respective contractual and license terms shall apply in addition.
10.2 Se Han does not guarantee the permanent availability, error-free or unchanging nature of services provided by third parties.
10.3 Despite careful control, results from AI-supported systems may be incomplete, inaccurate, distorted, or require legal and factual review. The client is obligated to independently and professionally review such results before external use, publication, or operational application, unless a separate review service from Se Han has been expressly agreed upon.
10.4 If Se Han coordinates or commissions services from third parties on behalf of the client, this will only occur after separate agreement. Unless otherwise agreed, contracts with third parties are concluded directly between the client and the respective third party.
11. Approvals and responsibility for content
11.1 Content, drafts, measures, texts, designs, campaigns, technical setups or publications approved by the client are considered to have been reviewed factually and legally.
11.2 Se Han is not obliged to review content provided by the client for legal, tax, competition law, trademark law, copyright law, data protection law or regulatory compliance without a separate review order.
11.3 The client is responsible for the legal admissibility, accuracy and completeness of the content supplied or approved by the client.
12. Warranty rights
12.1 For services under a contract for work and services, the statutory warranty rights apply, unless otherwise stipulated in these terms and conditions in a legally permissible manner.
12.2 Se Han must first be given the opportunity to remedy the defect within a reasonable period.
12.3 Obvious defects must be communicated to Se Han by the client immediately in writing.
12.4 Insofar as deliveries or works are subject to commercial inspection and notification obligations, Section 377 of the German Commercial Code (HGB) applies.
12.5 The limitation period for claims based on defects is governed by statutory provisions. For works contracts, the regular limitation period is generally two years from acceptance, pursuant to Section 634a Paragraph 1 No. 1 of the German Civil Code (BGB); longer limitation periods apply to work on a building or to correspondingly documented planning and monitoring services.
12.6 Claims for fraudulently concealed defects, intent, gross negligence, and damages resulting from injury to life, body, or health remain unaffected.
13. Liability
13.1 Se Han is liable without limitation
a) in cases of intent and gross negligence,
b) in the event of damage resulting from injury to life, body or health,
c) in accordance with the provisions of the Product Liability Act, insofar as applicable, and
d) insofar as an expressly assumed guarantee is breached.
13.2 In cases of simple negligence, Se Han shall only be liable for breaches of a material contractual obligation, the fulfillment of which is essential for the proper performance of the contract and on which the client may regularly rely. In this case, liability is limited to the foreseeable damages typical for this type of contract.
13.3 Furthermore, liability for simple negligence is excluded.
13.4 The foregoing limitations of liability also apply in favor of the legal representatives, employees, freelancers and agents of Se Han.
13.5 Se Han shall only be liable for data loss within the scope of the above provisions up to the amount of the typical recovery costs that would have been incurred if the client had performed proper and regular data backups.
14. Confidentiality
14.1 Both parties undertake to treat all confidential information of the other party obtained in the course of the cooperation as confidential and to use it only for the purposes of the respective contract.
14.2 In particular, offers, strategies, concepts, business models, calculations, roadmaps, data, documents, technical information, access data and all information recognizable as confidential shall be considered confidential.
14.3 The confidentiality obligation does not apply to information which
a) are publicly known or become publicly known without breach of this obligation,
b) were already lawfully known to the receiving party,
c) were lawfully disclosed by an authorized third party, or
d) must be disclosed due to a legal obligation or an official or judicial order.
14.4 This obligation shall continue beyond the termination of the contract.
15. Reference citation
15.1 Se Han is entitled to use the client's name, company and logo as well as a brief description of the project in an appropriate manner as a reference, in particular on the website, in presentations, pitches and social media channels.
15.2 This does not apply if the client objects to the use of the reference in writing before or at the time of conclusion of the contract or if legitimate confidentiality interests preclude it.
16. Term and termination of continuing obligations
16.1 Ongoing consulting, retainer, support or ancillary contracts shall have the term agreed in the offer or contract.
16.2 Unless otherwise agreed, such contracts shall be extended by one month after the expiry of the minimum term unless terminated with 30 days' notice prior to the end of the term.
16.3 The right to extraordinary termination for good cause remains unaffected.
16.4 In the event of early termination of the contract, services already rendered and expenses incurred shall be compensated proportionally or in full.
17. Rights of retention and set-off
17.1 The client may only offset undisputed or legally established claims.
17.2 The client may only assert a right of retention insofar as it is based on the same contractual relationship.
18. Final Provisions
18.1 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.
18.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Berlin, to the extent legally permissible. A choice of jurisdiction clause in the general terms and conditions is only permissible in the B2B sector within the legally permissible framework.
18.3 The place of performance is Berlin, insofar as legally permissible and unless otherwise agreed.
18.4 Should individual provisions of these Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.