Terms and conditions
General Terms and Conditions (GTC)
for all agency services of
Yeehaw! GmbH
1. General, Scope of Application, Subject Matter of the Contract, Definitions
1.1. These General Terms and Conditions (GTC) apply to all business relationships and contracts for agency services between Yeehaw! GmbH (hereinafter “Yeehaw!”), acting under Yeehaw! or “The Unknown Beast” (a brand of Yeehaw!), and its clients (hereinafter “Client”).
1.2. The terms “Contract, Agency, and Client” are to be understood in a commercial, not legal, sense. “Contract” refers to the contractual relationship regardless of type, “Agency” refers to the party owing the primary service, and “Client” refers to the party entitled to receive the service and obliged to pay the agreed remuneration.
1.3. Unless otherwise agreed, these GTC in the version valid at the time of contract conclusion, or in any case the version last provided to the Client in text form, shall also apply as a framework agreement to similar future contracts, without the need for express reference in each case.
1.4. Deviating, conflicting, or supplementary general terms and conditions of the Client shall only become part of the contract if Yeehaw! has expressly agreed to their validity in writing. This requirement for consent applies in every case, including when Yeehaw!, in knowledge of the Client’s terms, executes a contract without reservation.
1.5. Individual agreements (specific contracts, framework agreements, etc.) with the Client take precedence over these GTC. Proof of such agreements requires a written contract or written confirmation by Yeehaw!, unless proven otherwise.
1.6. All legally relevant declarations made by the Client to Yeehaw! after conclusion of the contract (e.g., deadlines, notices of defects) must be made in writing to be effective.
2. AI Agency
2.1. The Client acknowledges that Yeehaw! primarily uses AI technologies to deliver the agreed services. These technologies support, among other things, data analysis, campaign optimization, and content creation.
2.2. The Client expressly agrees that Yeehaw! may use AI technologies without restriction for the creation of creative content (texts, images, videos, designs, etc.), including machine learning models, generative algorithms, and other automated systems.
2.3. Yeehaw! will apply AI technologies to the extent that, in its professional judgment, best serves the contractual purpose and optimizes performance.
3. Conclusion of Contracts, Amendments, Conditions
3.1. Client inquiries do not constitute an offer in the legal sense. Following a request, Yeehaw! will provide the Client with a written offer (“Offer”). The Client may accept the Offer in writing or verbally within four weeks of receipt. Verbal acceptance must be promptly confirmed in writing.
3.2. The scope of services and remuneration are set out in the Offer prepared by Yeehaw!. Subsequent changes or additions to the contract or scope of services require written form.
3.3. If no remuneration is contractually agreed, Yeehaw!’s current price lists/hourly rates apply. Additional work, especially due to Client changes or additions, will be invoiced according to agreed hourly rates, otherwise according to Yeehaw!’s current price list, or alternatively at customary remuneration.
3.4. Yeehaw! may prepare a written meeting protocol within five business days of a meeting. Unless the Client objects in writing within three business days, such protocols form a binding basis for ongoing project work. A written briefing by the Client becomes part of the contract only if Yeehaw! confirms this in writing. Oral briefings are only binding if confirmed in such a protocol.
3.5. Terminations must be in writing. If the Client terminates a contract prematurely, Yeehaw!’s fee entitlement is governed by § 648 BGB.
4. Deadlines, Delivery Periods, Client Obligations, Force Majeure
4.1. Deadlines and delivery periods are generally non-binding, unless expressly agreed in writing as “fixed.”
4.2. Yeehaw! depends on the Client’s cooperation. The Client must provide all necessary information, data, documents, product information, or templates on time. The Client warrants that they are entitled to provide and use any templates supplied.
4.3. Yeehaw! is not liable for delays caused by insufficient or late cooperation from the Client.
4.4. The Client must ensure that project managers are available and authorized to make decisions, especially regarding approvals. Any restrictions must be communicated in writing in advance.
4.5. The Client is liable for damages arising from incorrect or incomplete information provided, e.g., in a briefing, requiring Yeehaw! to repeat or rework project work. Delays resulting from this are not the responsibility of Yeehaw!.
4.6. If the Client delays acceptance or breaches obligations, Yeehaw! may claim compensation for resulting damages and additional expenses. Further claims remain reserved.
4.7. Events of force majeure (e.g., strikes, pandemics, natural disasters, government measures) entitle Yeehaw! to postpone projects by the duration of the disruption plus a reasonable lead time. The Client has no claim for damages in such cases.
5. Subcontractors
5.1. As an agency, Yeehaw! may engage specialized third parties (e.g., photographers, IT specialists, digital agencies). Yeehaw! may delegate services in whole or in part to subcontractors. At contract conclusion, Yeehaw! need not specify which services are subcontracted. Upon request, Yeehaw! will provide subcontractor contact details.
5.2. The Client may only reject a subcontractor for good cause.
6. Obligations Regarding AI, Competition and Trademark Law
6.1. The Client is informed that AI-generated content may involve copyright risks, as training data may include third-party copyrighted works.
6.2. Yeehaw! has no legal duty to review or advise unless expressly agreed. If legal review (competition, trademark, data protection) is contractually agreed, the Client bears related costs (e.g., lawyers, authorities, research services) plus Yeehaw!’s expenses.
6.3. Unless expressly agreed, Yeehaw! is not obliged to deliver work results eligible for legal protection (e.g., patent, trademark, design). Yeehaw! may, but is not obliged to, seek such protection for its own work.
6.4. Yeehaw! is not responsible for verifying factual correctness of information provided by the Client.
7. Client Approval
7.1. Before publication, Yeehaw! will submit drafts, concepts, or media plans to the Client for approval.
7.2. Upon approval, the Client assumes legal responsibility for content accuracy and compliance.
8. Usage Rights, AI, Third-Party Rights
8.1. The Client acknowledges that creative works created exclusively or predominantly by AI are not protected by copyright under current German law. Granting of usage rights in such cases is legally excluded.
8.2. Other creative works by Yeehaw!’s staff are protected under copyright and design law.
8.3. Unless otherwise agreed, the Client only acquires necessary usage rights (limited in time, geography, and scope) after full payment. Rights otherwise remain with Yeehaw!.
8.4. Editing or modification requires prior consent by Yeehaw!.
8.5. Transfer of rights to third parties or broader use requires prior written consent.
8.6. Yeehaw! will, unless otherwise agreed, obtain third-party rights only to the extent necessary. Any additional remuneration claims by third parties (§§ 32, 32a UrhG) are borne by the Client.
8.7. Yeehaw! accepts no liability for third-party rights.
8.8. Yeehaw! may sign works and use them for self-promotion.
8.9. Rights to rejected or unused drafts remain with Yeehaw!.
9. Use of AI / Liability
9.1. The Client acknowledges Yeehaw!’s use of AI for efficiency.
9.2. Work is reviewed by qualified staff.
9.3. Yeehaw! cannot guarantee complete error-free results; liability is limited to gross negligence or intent.
9.4. Liability is limited to foreseeable, typical damages.
9.5. AI-generated works may lack copyright protection; in such cases, usage rights cannot be granted.
10. Warranty / Liability / Shipping
10.1. Liability for intent and gross negligence follows statutory law. Warranty is limited to 12 months from delivery.
10.2. For slight negligence, liability exists only in cases of breach of essential obligations (cardinal duties), delay, or impossibility.
10.3. In such cases, liability is limited to foreseeable, typical damages.
10.4. Exclusions do not apply to guaranteed characteristics, fraud, injury to life/body/health, legal defects, or product liability.
10.5. No claims for damages arise from Yeehaw!’s justified rescission due to errors.
10.6. Shipping is at the Client’s risk, even within the same city or by Yeehaw!’s staff. Yeehaw! may, but is not obliged to, insure shipments at the Client’s expense.
11. Acceptance in Contracts for Work
11.1. Where a specific work result is owed, the Client must accept delivery. Acceptance is deemed granted unless refused within 7 days, provided the result substantially meets contractual requirements.
11.2. Substantial deviations will be corrected within a reasonable period. Acceptance is deemed granted at the latest upon payment or use.
12. Invoicing / Payment / Additional Claims
12.1. The agreed remuneration applies. Invoices are issued immediately upon performance.
12.2. Payment is due within 14 days net, unless otherwise agreed.
12.3. Late payments incur statutory default interest. Additional claims remain reserved.
12.4. Yeehaw! may require advance payment.
12.5. For long-term projects, Yeehaw! may invoice partial payments for interim results.
12.6. Prices are net plus VAT.
12.7. Client bears duties, fees, levies, and social contributions, even retroactively.
12.8. Offsetting and retention rights are limited to legally established or undisputed claims.
13. Travel and Other Costs / Artists’ Social Security Contribution / Fees
13.1. Travel costs: external costs by receipt, hourly rates per price list, private car €0.70/km.
13.2. Other costs (e.g., legal, courier, transport) will be charged plus 15% agency fee.
13.3. Clients are liable for artists’ social security contributions and indemnify Yeehaw! against claims from collecting societies (e.g., GEMA, VG Wort).
13.4. Yeehaw! may award external services in the Client’s name and on their account.
14. Data Protection
14.1. The Client expressly consents to Yeehaw!’s processing of Client data with AI, including on non-EU servers.
14.2. The Client is aware that some AI tools may not comply with EU data protection standards and alternative processing by third parties may occur.
15. Final Provisions
15.1. For disputes, if the Client is a merchant or legal entity under public law, venue is Yeehaw!’s registered office. Yeehaw! may also sue at the Client’s domicile.
15.2. German law applies exclusively, excluding conflict-of-law rules.
Stuttgart, 10.12.2024