Terms and Conditions

General Terms and Conditions of PRETTY NASTY Holding GmbH, Bremen (hereinafter referred to as “we” or “PRETTY NASTY Agency Group”)

1. General information and scope of application

1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all business relationships between us and our customers. The GTC only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law. Unless otherwise agreed, the GTC shall also apply to similar future contracts in the version valid at the time of conclusion of the contract, but in any case in the version last communicated to the customer, without the customer having to be notified of them again in each individual case.

1.2 Our General Terms and Conditions apply exclusively. Any conflicting, deviating, or supplementary terms and conditions of the customer shall not become part of the contract unless we have expressly agreed to them. This shall also apply if we provide the agreed services without reservation or objection in the knowledge that the customer’s terms and conditions conflict with, deviate from, or supplement our General Terms and Conditions.

1.3 Separate agreements made with the customer in individual cases (including collateral agreements, supplements, and amendments) shall in all cases take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

1.4 Notifications from the customer relating to the contract and legally relevant declarations, such as notifications of defects, setting of deadlines, or termination/withdrawal, must be made in writing or text form (e.g., email, letter). This does not affect any statutory formal requirements.

2. Subject matter of the contract and conclusion of the contract

2.1 PRETTY NASTY Agency Group offers advertising agency services in the areas of web and e-commerce, online marketing, brand and software development. The exact subject matter of the contract concluded between us and the customer is set out in the respective separate agreement. Unless expressly agreed otherwise with the customer (e.g., a contract for work and services), the contracts concluded with us are service contracts.

2.2 All offers made by us are limited in time to the validity period stated in the offer.

2.3 The contract between us and the customer shall come into effect as soon as the customer signs the offer sent to them within the acceptance period (offer validity) set by us and returns the original or a copy by email to us.

2.4 By concluding the contract, the customer confirms their solvency. We are entitled to withdraw from or terminate the contract if it transpires that the customer has provided inaccurate information regarding their creditworthiness and this information is of significant importance. If there is a recognizable risk to our payment claim after conclusion of the contract due to the customer’s inability to pay (e.g., due to an application for the opening of insolvency proceedings), we are also entitled to withdraw from or terminate the contract in accordance with the statutory provisions on refusal to perform and, if necessary, after the unsuccessful expiry of a deadline for payment or provision of security.

2.5 We are entitled to use the services of third parties and affiliated companies to fulfill our contractual obligations, provided that it is not apparent to the customer that PRETTY NASTY Agency Group is responsible for fulfilling the contract.

2.6 PRETTY NASTY Agency Group is not obligated to generate increases in sales/profits or other specific effects on the customer’s business success. Examples of possible results achieved for other customers are for demonstration purposes only and do not constitute a promise or guarantee of success and/or the level of results.

3. Prices and payment terms

3.1 The prices for the services to be provided by us are based on the contract concluded in accordance with Section 2. Unless otherwise stated, our prices are net prices plus statutory sales tax.

3.2 Unless otherwise agreed, all invoices issued by PRETTY NASTY Agency Group are due within 14 days and payable without deduction. We are entitled to send our invoices to the customer electronically.

3.3 The customer may only assert a right of set-off or retention against us if their counterclaims have been legally established, are undisputed, or have been recognized by us. In the case of a contract for work and services, these rights remain unaffected in the event of defects.

3.4 We are entitled to issue the customer with partial invoices for the services rendered up to the respective point in time.

3.5 Repeat orders or subsequent change requests by the customer within the scope of concluded contracts for work and services that exceed the contractually agreed scope of services shall be invoiced in accordance with the calculation underlying the respective contract, subject to separate agreements. PRETTY NASTY Agency Group shall notify the customer before any such excess causes additional costs. The customer must then inform PRETTY NASTY Agency Group immediately—within three days at the latest—in writing or text form if they do not agree to the continuation of the work.

4. Customer’s obligation to cooperate

4.1 The successful and contractual provision of the services agreed between us and the customer depends significantly on the cooperation of the customer. In particular, the customer is obligated to provide all data, documents, access, and information necessary for the execution of the contract free of charge.

4.2 The customer must also ensure that the material provided by them is free of third-party rights and does not violate any laws.

4.3 If the customer fails to fulfill their obligations to cooperate within a reasonable period of time (not less than three days) despite a written request from us, we shall be released from our performance obligations for this period, insofar as the respective service cannot be performed or can only be performed with disproportionate effort due to the non-fulfillment or insufficient fulfillment of the obligations to cooperate.

5. Service periods

5.1 In the event that a contract for work has been concluded, the planned performance times shall be agreed separately. Specified times shall be extended by the duration of the review and preparation of a statement by the customer on drafts, demos, interim status reports, etc. sent by PRETTY NASTY Agency Group.

5.2 If the customer requests changes or corrections from PRETTY NASTY Agency Group after conclusion of the contract, the planned service time shall be extended accordingly.

5.3 Specified performance times shall be extended by the duration of the impediment to performance in the event of unforeseen obstacles which we were unable to avert despite exercising reasonable care in the circumstances. This applies in particular to operational or traffic disruptions, non-delivery or late delivery by our suppliers, official interventions, energy supply difficulties, strikes and lockouts, riots and war, pandemics, and natural disasters. We shall notify the customer of such impediments without delay. If such events subsequently render performance impossible or unreasonable for us, we shall be entitled to withdraw from the contract in whole or in part.

6. Warranty

6.1 The following provisions in Section 6 apply only if a purchase contract or a contract for work and services has been concluded between the customer and us.

6.2 If goods with digital elements or other digital content are the subject of the contract, we are only obliged to provide and update the digital content insofar as this is expressly stipulated in an agreement on characteristics. We do not assume any liability for public statements made by the manufacturer or other third parties in this regard.

6.3 If the goods are intended for installation, this also applies if the defect only became apparent after the corresponding processing as a result of a breach of one of these obligations. A defect that becomes apparent upon delivery, inspection, or at a later point in time must be reported to us immediately in writing.

6.4 Within the scope of the warranty rights, we are entitled to choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery).

6.5 The warranty period is one year.

6.6 If acceptance of our services is required under the concluded contract, it shall take place through a release declaration by the customer in written or text form after we have provided the work results. If no detailed written notice of defects is received within 14 days after the work results (websites, software for mobile devices, scripts, graphics, printed products, etc.) have been provided, our service shall be deemed accepted.

6.7 In the event of defects, the customer may claim damages or reimbursement of futile expenses only in accordance with Section 7 below.

7. Other Liability

7.1 We are liable for damages in cases of intent and gross negligence, regardless of the legal basis. Subject to statutory limitations of liability, we are liable for simple negligence only for damages resulting from injury to life, body, or health, and for damages arising from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper performance of the contract and on whose observance the contractual partner regularly relies and may rely). In such cases, our liability is limited to compensation for the foreseeable damage that typically occurs.

7.2 The aforementioned limitations of liability in Section 7.1 also apply to breaches of duty by persons whose fault we are responsible for under statutory provisions, as well as toward third parties. The limitations of liability do not apply if we have fraudulently concealed a defect or assumed a guarantee of quality, nor do they apply to the customer’s no-fault claims under the Product Liability Act.

7.3 The prerequisite for the customer to exercise a right of termination or withdrawal due to a breach of duty that does not constitute a defect is that the breach is attributable to our fault. The customer’s right to freely terminate within the framework of contracts for work and services is excluded.

7.4 We are not liable for factual statements contained in advertising materials or campaigns concerning the customer’s products and services.

7.5 We are not liable for loss of revenue/profit or any other specific effects of our services on the customer’s business.

8. Copyrights and Usage Rights

8.1 All copyrights, ancillary copyrights, and other rights to the content created by PRETTY NASTY Agency Group remain with PRETTY NASTY Agency Group. Subject to individual contractual agreements, we grant the customer the necessary usage rights to the created content to the extent required by the purpose of the contract.

8.2 The customer receives the usage rights only upon full payment of the agreed remuneration.

8.3 PRETTY NASTY Agency Group reserves the right to exercise the right to be named as the author.

8.4 The customer consents to PRETTY NASTY Agency Group using materials created under the contract between the customer and PRETTY NASTY Agency Group for its own advertising purposes, in particular for its portfolio, as samples, for self-promotion, and as references. The same applies to the mention of the customer’s name. The aforementioned consent also applies to PRETTY NASTY Oddz GmbH and PRETTY NASTY Vyralz GmbH if PRETTY NASTY Agency Group makes use of them in accordance with Section 2.5 to fulfill its contractual obligations.

8.5 If third parties assert claims against us alleging that the content we have produced for the customer violates statutory provisions and/or infringes their rights, the customer agrees to indemnify us upon first request against all such third-party claims and to compensate us for any additional costs and damages. This applies in particular to the costs of any necessary legal defense. However, this does not apply if the infringement is based on a breach of our contractual obligations and/or if the customer is not responsible for the infringement of third-party rights or statutory provisions. The customer is obliged to support PRETTY NASTY Agency Group, to a reasonable extent, in the legal defense against third parties by providing information and documents.

8.6 At the beginning of the contractual collaboration, PRETTY NASTY Agency Group generally creates ideas, concepts, and drafts. These may be used by the customer only for viewing and evaluation purposes. Their use on the customer’s website, provision to third parties, or similar uses—such as the further development of a draft—is expressly prohibited.

9. Vertragsbeendigung und Verbleib überlassener Materialien/Dateien

9.1 The contract terms are governed by the agreement concluded in accordance with Section 2. Unless otherwise stipulated in that agreement, the right of ordinary termination is excluded for both the customer and PRETTY NASTY Agency Group. The right to extraordinary termination remains unaffected.
9.2 The customer undertakes to collect, at their own expense, the materials (data carriers, documents, etc.) provided to PRETTY NASTY Agency Group for the performance of the contract upon termination of the contractual relationship. The customer agrees that PRETTY NASTY Agency Group will irreversibly delete any files and datasets provided by the customer from its storage media after the contract has ended.

10. Confidentiality

10.1 All information made mutually accessible to us and the customer must be treated as strictly confidential before the contract is concluded, during the performance of the agreed services, and after termination of the contract. This also applies if no contract is concluded between PRETTY NASTY Agency Group and the potential customer.

10.2 Disclosure of this information to third parties or its use for any purpose other than in connection with the contract is only permitted with the prior written consent of the respective party, and after the third party has been placed under a written obligation of confidentiality. In cases of doubt regarding whether information is confidential, the respective party must be asked for a binding assessment before any disclosure to third parties.

10.3 The above obligations do not apply to confidential information that is or becomes publicly known without any breach of duty by PRETTY NASTY Agency Group or the customer; that is disclosed to PRETTY NASTY Agency Group or the customer by third parties authorized to disclose it; that was already known to PRETTY NASTY Agency Group or the customer before disclosure by the respective other contracting party; or that PRETTY NASTY Agency Group or the customer must disclose due to a legal obligation. In the latter case, the affected contracting party must inform the other party of such an obligation immediately and early enough before disclosure so that the other party can verify the existence of the obligation and take any measures necessary to protect its confidentiality interests.

11. Data Protection

PRETTY NASTY Agency Group and the customer undertake to comply with data protection regulations within the contractual relationship. Details on data protection can be found in the current privacy policy of PRETTY NASTY Agency Group (available at https://prettynasty.de/en/privacy-policy).

12. Final Provisions

12.1 The contractual relationship between us and the customer is governed exclusively by the law of the Federal Republic of Germany, excluding the conflict-of-law provisions of international private law. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.

12.2 Our registered office in Bremen is the place of performance for our services as well as for payments.

12.3 If the customer is a merchant, a legal entity under public law, an entrepreneur within the meaning of § 14 BGB, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is our registered office in Bremen. However, we reserve the right to bring an action against the customer at their general place of jurisdiction or at the place of performance.

12.4 If individual provisions of the contract with the customer, including these terms and conditions, are or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

Bremen, December 2025