Terms and Conditions (B2B)
Informational English translation. The German Allgemeine Geschäftsbedingungen (B2B) remain the legally authoritative version.
Last updated: 11 October 2026
1. Scope
These terms apply to contracts between CodePartner GmbH, Twisterlingsbogen 5, 26160 Bad Zwischenahn (the “Provider”) and entrepreneurs within the meaning of Section 14 BGB, legal entities under public law or special funds under public law. They apply in particular to creative concept development, banner design, HTML5 banners, display ads, social ads, video ads, rich media, dynamic creatives, DOOH, format adaptation, technical ad production, consulting and related services.
These terms do not apply to consumer contracts. Individual agreements in a proposal, contract, briefing, specification or expressly agreed statement of work take precedence.
2. Formation of contract and contractual documents
Provider quotations are non-binding unless expressly stated otherwise. A contract is formed by acceptance of a quotation, signature of a contract, written or electronic order confirmation or another clear matching agreement. Website content does not constitute a binding offer.
The nature and scope of services are determined primarily by the individual quotation, brief, statement of work, format and specification lists and any other contract documents expressly incorporated.
3. Services and production scope
The Provider performs agreed services with the care customary in a professional agency and production environment. Whether a particular creative or technical result, number of concepts, animations, formats, variants, language versions or revision rounds is owed depends exclusively on the agreed contractual documents.
Ad platforms, publishers, media owners and ad servers may change technical requirements at short notice. Production is based on the specifications supplied by the client or expressly agreed at the time of production.
4. Client cooperation
The client provides all information, approvals and materials required for performance in good time, including briefs, copy, logos, fonts, images, videos, brand guidelines, format lists, media plans and technical specifications. The client ensures that supplied content and rights may lawfully be used for the intended purpose.
Delays or additional effort caused by late, incomplete or incorrect cooperation for which the Provider is not responsible may lead to a reasonable adjustment of schedule and remuneration.
5. Revisions, changes and additional services
The number of included review or approval rounds follows the relevant quotation. Requests outside the agreed scope, later briefing changes or additional formats, variants and language versions are assessed for effort, cost and scheduling impact and commissioned separately before implementation.
6. Approvals
Client approvals of concept, copy, layout, animation, formats or final files form the basis for subsequent production. Changes to already approved stages may create additional effort. Unless expressly agreed otherwise, the client remains responsible for legal and factual review of advertising claims, mandatory information, prices, product information and supplied brand content.
7. Remuneration and third-party costs
Fees, billing model, instalments and payment periods follow the relevant quotation or contract. Unless agreed otherwise, prices are net plus applicable VAT.
Licence, stock, font, hosting, ad-server, platform, media or other third-party costs are charged only where agreed or approved in advance by the client.
8. Dates and delivery periods
Dates are binding only when expressly agreed as binding. If a project is delayed for reasons outside the Provider's responsibility, including missing cooperation, late approvals, subsequent changes or changed third-party requirements, affected dates are extended reasonably.
9. Acceptance and defects
Where a work result requiring acceptance is owed, acceptance follows the statutory provisions and agreed acceptance criteria. Minor defects do not justify refusal of acceptance. The client supports reproduction and diagnosis of technical issues and identifies the target platform, browser, ad server or publisher and the affected file.
A deviation is not a defect where it results from later changes by the client or third parties, undisclosed or later-changed platform specifications, external services or an unagreed deployment environment and the Provider is not responsible for the cause.
10. Third-party platforms
Where creatives are produced for third-party platforms, ad servers, publishers, social networks or other external systems, their technical rules and terms of use also apply. Availability, approval processes, rendering, browser support and third-party changes are outside the Provider's direct control.
11. Usage rights
The scope of usage rights to individually produced work results is determined primarily by the relevant quotation or contract. Unless agreed otherwise, after full payment the client receives the non-exclusive rights required for the agreed campaign and use, without territorial or time limitation, to the final work results individually created for the client.
Open production files, source code, editable working files, unselected concepts, templates, libraries, generic components, methods and reusable technical or design elements are supplied or transferred only if expressly agreed. Rights in third-party materials follow their respective licence terms.
12. Rights to supplied content
The client warrants that it holds the rights required for the agreed use of supplied logos, trademarks, copy, images, videos, fonts, music and other materials. If third-party claims arise from client-supplied content, the client indemnifies the Provider against justified claims to the extent permitted by law, unless the Provider is itself responsible for the infringement.
13. Confidentiality and data protection
Both parties treat confidential information made available during cooperation as confidential and use it only to perform the contract. Statutory disclosure obligations remain unaffected. Where the Provider processes personal data on behalf of the client and Article 28 GDPR applies, the parties enter into a separate data-processing agreement.
14. Liability
The Provider has unlimited liability for intent and gross negligence, culpable injury to life, body or health, guarantees assumed and mandatory statutory liability.
For slightly negligent breach of a material contractual obligation whose performance is essential for proper execution of the contract and on which the client may regularly rely, liability is limited to the foreseeable damage typical for the contract at the time it was concluded. Liability for other cases of slight negligence is excluded. These rules apply accordingly in favour of the Provider's legal representatives, employees and agents.
15. Term and termination
Term and ordinary termination follow the individual contract. Both parties' rights to terminate for good cause and any mandatory statutory termination rights remain unaffected.
16. Use as a reference
The Provider does not use the client's name, logo, campaign or project information as a public reference unless the client has expressly approved this.
17. Final provisions
The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods where its application is not mandatory. If the client is a merchant, legal entity under public law or special fund under public law, the Provider's registered office is, to the extent legally permissible, the place of jurisdiction for disputes arising from or in connection with the contractual relationship.
If individual provisions of these terms are or become wholly or partly invalid, the validity of the remaining provisions is unaffected. Statutory provisions apply in place of any invalid provision.
18. Provider
CodePartner GmbH
Twisterlingsbogen 5
26160 Bad Zwischenahn
Germany
Email: kontakt@banneragentur.de
Phone: +49 441 1813 1820