General Terms and Conditions of iMi digital GmbH

Version: 5 October 2026

This English version is a translation. In the event of discrepancies, the German version shall prevail (Section 7 (5)).

Section 1 Scope

1. All services provided by iMi digital GmbH (hereinafter "iMi digital") to companies, service providers and freelancers acting as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), as well as to legal entities under public law and special funds under public law (hereinafter "Client"), are provided exclusively on the basis of the following General Terms and Conditions (GTC).
2. Deviating, conflicting or supplementary terms and conditions of the Client shall not become part of the contract, even if iMi digital does not expressly object to them or provides services without reservation in the knowledge of such terms. They shall only apply if iMi digital expressly agrees to their validity in text form.
3. Provisions in the offer of iMi digital (cost estimate), for example regarding the scope of services, term, termination, quotas or method of payment, as well as other individual agreements shall take precedence over these GTC.
4. Working days within the meaning of these GTC are Monday to Friday, excluding public holidays in the German federal state of Hesse.

Section 2 Services of iMi digital

1. iMi digital provides the deliveries or services specifically commissioned by the Client in the order.
2. iMi digital carries out the deliveries or services and the work assigned to it on its own responsibility.
3. iMi digital is entitled to engage third parties to perform the contractual services; iMi digital's responsibility for the services remains unaffected. iMi digital may transfer the contract or the rights and obligations under the contract to a company affiliated with it (Section 15 of the German Stock Corporation Act, AktG) and will inform the Client of this in advance in text form. A transfer to other third parties requires the Client's consent, which the Client may only refuse for good cause.
4. Change requests or extensions to the originally commissioned services must be agreed in text form (e.g. by email). iMi digital offers them as a supplement to the offer (new revision) or provides them within an agreed quota (Section 4a). iMi digital informs the Client in advance of possible effects on schedules and costs and only starts implementation after the Client's approval.
5. The Client is obliged to inspect the services without undue delay after handover. Paragraph 9 applies to the acceptance of work results (Werkleistungen).
6. After completion of the project, iMi digital offers hosting, support and maintenance services, which are agreed separately, usually as a subscription in accordance with Section 4a. These may include regular updates, bug fixes and technical support.
7. If a fixed price has been agreed in the offer, it covers exclusively the services described therein. Services that are designated in the offer as not included or that are not described therein are not covered; this applies in particular to operation, hosting, updates and further development after acceptance. The fixed price is based on the assumptions stated in the offer, in particular the Client's obligations to cooperate under Section 3. iMi digital treats additional effort arising because these assumptions are not met as a change request under paragraph 4.
8. Items marked as optional in the offer are only owed if the Client expressly commissions them as well.
9. The Client shall accept work results (Werkleistungen), in particular services at a fixed price, after completion. iMi digital notifies the Client of completion in text form, makes the service available for inspection, for example via a test link, and sets a reasonable acceptance period of at least 5 working days. Within this period, the Client declares acceptance or notifies the defects found in text form. The Client may not refuse acceptance on account of insignificant defects. Acceptance is deemed to have been declared if the Client does not refuse it within the period stating at least one defect, or if the Client puts the service into productive use, for example by going live, without having previously notified material defects in text form.

Section 3 Cooperation of the Client

1. The Client shall perform the necessary acts of cooperation in good time, insofar as these are agreed in these GTC or in the individual contract.
2. The Client shall grant iMi digital in good time all access authorisations and passwords for the systems and servers that are required to carry out the work.
3. The Client shall ensure that all necessary resources, such as staff, workplaces or technical infrastructure, are available in good time and to a sufficient extent.
4. The Client shall make the necessary decisions and give approvals within the agreed deadlines so as not to hinder the progress of the project.
5. The Client shall name one or more contact persons who are authorised to make binding decisions and to act as contact persons for iMi digital.
6. The Client shall ensure that the data provided is correct, complete and up to date. iMi digital is not liable for errors resulting from inaccurate or incomplete data provided by the Client.
7. The Client shall inform iMi digital without undue delay of all circumstances that may be relevant to the performance of the project, in particular of changes in operational processes that could affect the project.
8. The Client shall provide iMi digital with requested documents or information, where available, by the agreed dates. If information cannot be obtained or cannot be disclosed because of third-party rights, this does not constitute insufficient cooperation.
9. iMi digital must object to insufficient cooperation by the Client without undue delay in text form (e.g. by email). Otherwise, the Client does not fall into default and iMi digital cannot invoke improper cooperation.

Section 4 Remuneration, terms of payment and contract term

1. The remuneration for the services of iMi digital is agreed individually and results from the offer (cost estimate) of iMi digital. An agreed fixed price applies regardless of the actual effort. Services on a time-and-materials basis are invoiced at the agreed hourly rate.
2. Usual business hours are working days from 9 a.m. to 6 p.m. If work outside the usual business hours becomes necessary at the Client's instigation, the agreed hourly rate is multiplied by a factor of 1.5 on working days and by a factor of 2.5 at weekends and on public holidays. For fixed prices, this only applies to work not provided for in the offer.
3. The individual services, fees and commissions are invoiced and are due for payment immediately without deduction of any cash discount.
4. iMi digital issues invoices electronically and sends them to the email address specified by the Client or via an invoicing portal specified by the Client; where required by law, as an e-invoice in a structured format (e.g. XRechnung or ZUGFeRD).
5. The Client is only entitled to set off against claims of iMi digital with undisputed or legally established counterclaims.
6. All contractually agreed remuneration for the services provided by iMi digital is subject to the statutory value added tax applicable at the time the payment falls due.
7. Orders for one-off services with an order value of more than EUR 5,000 net are invoiced as follows:
   • 40% upon placement of the order
   • 40% upon provision for acceptance testing (e.g. handover of the test link), at the latest upon go-live
   • 20% upon acceptance (Section 2 (9))
8. iMi digital only provides services outside the agreed scope after prior agreement in accordance with Section 2 (4); they are remunerated separately.
9. Agile projects are invoiced according to the effort incurred, after each sprint at the end of the respective month.
10. Section 4a applies to hosting, support and maintenance contracts as well as to other subscriptions and quotas.
11. Contracts for recurring services without a fixed term may be terminated with three months' notice to the end of a calendar month. The right to terminate for good cause remains unaffected.
12. To work more efficiently, iMi digital uses AI-supported tools. The third-party costs incurred in this context, in particular usage-based fees for third-party AI services, are included pro rata in the hours shown and are not invoiced separately.

Section 4a Subscriptions and quotas

1. Subscriptions are contracts for recurring services, in particular hosting, operation, software for use via the internet, maintenance, support, security services and quotas for further development. The scope, price and term result from the offer and the service description referred to therein.
2. The term begins on the start date stated in the offer or, if no such date is stated, when the service is made available. Subscriptions have a minimum term of 12 months and are extended by a further 12 months in each case unless terminated in text form with three months' notice to the end of the respective term. The right to terminate for good cause remains unaffected.
3. The remuneration for subscriptions and quotas is invoiced annually in advance at the beginning of the respective term, unless otherwise agreed in the offer.
4. Quotas are available for the period stated in the offer. Unused quotas expire at the end of the respective quarter of the contract term; they are neither carried forward nor refunded. Once a quota has been used up, iMi digital only provides further services after separate agreement in accordance with Section 2 (4).
5. A change to a more comprehensive service package is possible at any time with effect from the first day of the following month; the term remains unchanged and the additional remuneration is charged pro rata for the remaining term. A change to a smaller service package is only possible at the end of a term and must be declared in text form before the notice period expires.
6. iMi digital may adjust the prices for subscriptions and quotas with effect from the beginning of a renewal term in order to offset increased costs, in particular for personnel, licences and infrastructure. iMi digital notifies the Client of the adjustment in text form no later than one month before the notice period expires and points out the Client's right to terminate the contract with due notice at the end of the current term.
7. If the Client is in default with payments under a subscription, iMi digital may suspend the services until the arrears have been paid, after giving notice in text form and after a period of 14 days has expired. The obligation to pay the agreed remuneration remains in force; the Client's data is not deleted during the suspension.
8. If the Client requests this in text form no later than 30 days after the end of a subscription, iMi digital provides the Client with the Client's data stored by iMi digital in a common format. iMi digital then deletes this data unless statutory retention obligations prevent this. Further support, for example when moving to another provider, is remunerated separately.

Section 5 Rights of use and copyrights

1. The Client provides iMi digital with the texts, images, graphics etc. required for marketing on the internet.
2. In addition, the Client grants iMi digital the right to edit its content in order to present it better on the website. Such editing includes in particular the shortening or editorial revision of texts, the creation of excerpts or the reduction in size of uploaded images, which is agreed with the Client in advance.
3. iMi digital is entitled to integrate the content provided by the Client into its own editorial content and/or email newsletters and/or print media (e.g. newspapers, advertising brochures, flyers) and to present it there. iMi digital may name the Client as a reference and place a discreet credit for iMi digital on websites it has created (e.g. "Realised by iMi digital" with a link); at the Client's request, the credit is omitted.
4. The copyrights and other intellectual property rights in the work results created by iMi digital remain with iMi digital. Upon full payment of the respective remuneration, the Client receives a non-exclusive right, unlimited in time and territory, to use the work results created individually for it, such as websites, applications, designs and texts, for the purpose assumed in the contract, including the right to edit the results or to have them edited by third parties. Until full payment, use is only permitted on a revocable basis. The Client may only transfer the right of use to third parties together with the respective online service or business operation.
5. iMi digital is free to choose the work equipment and technologies it uses and will generally use open source software and third-party software, provided that the Client can use it as agreed. iMi digital does not transfer any rights of use in open source software or in third-party, externally licensed software and media content (e.g. image and layout material) to the Client; however, the Client receives a right of use on the basis of the applicable licence terms. In this respect, the licence terms of the respective open source software or of the third-party, externally licensed software and media content apply, which iMi digital provides on request. This also includes AI-supported tools and third-party services. The responsibility of iMi digital for the services provided pursuant to Section 2 (2) remains unaffected.
6. iMi digital reserves the right to publish generally usable software components that are created in the course of an order and do not contain any content, marks or trade secrets of the Client as open source, provided that this does not conflict with agreements concluded with the Client.
7. Upon full payment, iMi digital hands over the source code of the software components developed individually for the Client on request in a common format, for example as a Git repository. This does not apply to platforms, products and generally usable components of iMi digital (e.g. Promotion Factory, Brand Asset Management System, toolkits and libraries); for these, the Client only receives the non-exclusive right of use required to use the work results or, in the case of subscriptions under Section 4a, for their term.
8. Insofar as work results are generated wholly or partly with AI-supported tools and no intellectual property rights arise in them, iMi digital makes them available to the Client for use to the same extent. iMi digital cannot assure the exclusivity of such results.

Section 5a Data protection and confidentiality

1. Insofar as iMi digital processes personal data on behalf of the Client, in particular for hosting, operation, tracking, promotions, lead generation and software subscriptions, the parties conclude a data processing agreement pursuant to Art. 28 GDPR, which takes precedence over these GTC. The Client remains responsible for the lawfulness of the processing, in particular for consents and for informing the data subjects.
2. Each party treats confidential information of the other party, in particular trade secrets, access credentials and unpublished project content, as confidential and uses it only to perform the contract. This does not apply to information that is publicly known or becomes known without breach of this obligation, that was already known to the receiving party, or that must be disclosed due to statutory or official obligations. The obligation continues to apply after the end of the contract; Section 5 (3) remains unaffected.
3. iMi digital only uses third-party AI services via business accounts whose providers are contractually bound to confidentiality and do not use inputs to train their models. iMi digital only processes personal data in this context in accordance with paragraph 1.

Section 5b Special provisions for individual services

1. For online marketing services (e.g. search engine optimisation, optimisation for AI search systems, search engine and social media advertising, lead generation), iMi digital owes the agreed activity, not a specific result such as rankings, mentions in AI answers, reach, clicks, leads or sales.
2. Advertising and analytics accounts on platforms (e.g. Google, Microsoft, Meta, LinkedIn, OpenAI) are set up in the name of the Client or transferred to the Client; iMi digital receives the necessary access rights. The terms and conditions of the respective platform apply. iMi digital is not liable for decisions of the platforms, such as the rejection of ads or the suspension of accounts, unless iMi digital is responsible for them.
3. Media budgets, platform fees and other third-party costs, in particular for licences, plugins, fonts, image rights, domains and cloud services, are borne by the Client unless they are expressly included in the fixed price. iMi digital may invoice them in advance or request advance payment. If a provider changes prices or terms, iMi digital passes the change on at the earliest possible date after prior notice.
4. For hosting, operation and software provided for use via the internet (software as a service, e.g. Brand Asset Management System), the service features stated in the offer apply, in particular regarding availability, maintenance windows, storage space and data backup. Announced maintenance work and disruptions for which iMi digital is not responsible, such as attacks by third parties or failures of upstream networks, do not count as downtime. For software as a service, the Client receives a non-exclusive, non-transferable right to use the software to the agreed extent for the term.
5. Insofar as data backup is not part of the services of iMi digital, the Client backs up its data and systems regularly and appropriately to the risk, in particular before iMi digital works on its systems.
6. iMi digital registers domains in the name of the Client as holder unless otherwise agreed; the terms and conditions of the respective registry (e.g. DENIC) apply. At the end of the contract, iMi digital cooperates in a change of provider.
7. For promotions (e.g. prize draws, instant win, cashback, collection and free gift campaigns), the Client is the organiser. The Client is responsible for the campaign mechanics, the terms of participation and the prizes as well as for compliance with competition, prize draw and data protection law. Templates provided by iMi digital, for example for terms of participation and privacy notices, are samples; their legal review and adaptation is the responsibility of the Client.
8. iMi digital only owes accessibility in accordance with specific standards (e.g. WCAG, EN 301 549 or BITV) if and to the extent agreed in the offer. It relates to the components created by iMi digital; the Client is responsible for content it enters as well as for the accessibility statement and the feedback mechanism. Test reports reflect the status at the time of testing.
9. Results of AI functions in applications that iMi digital creates for the Client (e.g. chatbots, assistants or prototypes) may be incorrect or incomplete; the Client checks them before use. Usage-based fees for AI services incurred in the operation of such applications are borne by the Client unless otherwise agreed in the offer; Section 4 (12) only concerns the tools that iMi digital uses in its own work.
10. iMi digital only carries out security tests such as penetration tests after prior approval by the Client in text form for the systems and periods specified therein. The Client ensures that it is entitled to dispose of these systems and obtains any necessary consents of third parties, for example of the hosting provider. Security services such as firewalls, intrusion detection and tests reduce the risk of attacks but do not exclude it completely.
11. If the Client cancels a firmly agreed appointment (e.g. workshop, training or sprint start) later than 10 working days in advance, iMi digital may charge 50% of the remuneration attributable to the appointment, and 100% in the event of cancellation later than 3 working days in advance. If the Client reschedules the appointment within these periods, iMi digital charges the additional effort this causes. The Client remains entitled to prove that iMi digital has suffered no loss or a lower loss or has saved expenses.

Section 6 Liability

1. iMi digital is liable without limitation for intent and gross negligence, for injury to life, body or health, for fraudulently concealed defects, within the scope of a guarantee given and under the German Product Liability Act. In the event of slight negligence, iMi digital is otherwise only liable for breach of a material contractual obligation, i.e. an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the Client may regularly rely; in this case, liability is limited to the foreseeable damage typical for the contract.
2. iMi digital is not liable for delays or failures in performance due to force majeure or other circumstances for which iMi digital is not responsible.
3. In the event of defects, iMi digital first provides subsequent performance and chooses between rectification and new production. If subsequent performance fails, the Client may reduce the remuneration or withdraw from the contract; claims for damages are governed by paragraph 1. Claims for defects become time-barred 12 months after acceptance; this does not apply in cases of intent, gross negligence, fraudulent concealment of a defect, injury to life, body or health, or to claims under a guarantee or under the German Product Liability Act.
4. The Client warrants that the materials provided by it are free of third-party rights. iMi digital is under no obligation to check this.
5. The Client indemnifies iMi digital against claims by third parties that are asserted on the basis of the materials provided, including the costs of legal defence.
6. The Client is responsible for the content it supplies or approves, including its accuracy, topicality and legal permissibility, in particular with regard to the legal notice (Impressum), privacy notices and competition and trademark law. iMi digital does not owe a legal review of such content. The Client is responsible for regularly checking and updating the content.
7. Insofar as the liability of iMi digital is excluded or limited, this also applies to the personal liability of its legal representatives, employees and vicarious agents.
8. iMi digital only gives guarantees if they are expressly agreed as such in text form. Information in offers and service descriptions describes the agreed service; statements in advertising materials and on the website of iMi digital are not guarantees.

Section 7 Final provisions

1. If the Client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Wiesbaden, Germany. iMi digital is also entitled to sue the Client at its general place of jurisdiction.
2. Should any provision of this agreement be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions.
3. Amendments and additions to this contract must be made in text form.
4. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
5. These GTC are available in German and English. In the event of discrepancies, the German version shall prevail.