terms.

1.1. REVERCE GmbH, Hofaue 35, 42103 Wuppertal, which issues these General Terms and Conditions (the “Terms”), is referred to below as “REVERCE” or the “Contractor,” and the other party as the “Client.”

1.2. The terms “order,” “engagement,” “Contractor” and “Client” are to be understood in their commercial sense. “Order” and “engagement” refer to the contractual relationship regardless of the type of contract, “Contractor” to the party owing the principal performance, and “Client” to the entrepreneur within the meaning of § 14 of the German Civil Code (BGB) in whose name and for whose account the principal performance is ordered.

1.3. In these Terms, “affiliated companies” means REVERCE and all of its direct and indirect subsidiaries, holding companies and sister companies.

1.4. The following conditions are the exclusive terms for all orders placed with REVERCE within the scope of these Terms and of the services offered by REVERCE from time to time (see section 2). REVERCE’s services are specified in more detail in individual offers, concepts and/or layouts.

1.5. The use of the software and platform offerings operated by REVERCE, in particular Reference Models (referencemodels.com) and verstag (verstag.io), is governed exclusively by their own terms of use or terms and conditions. These Terms do not apply to such offerings, not even on a supplementary basis. This also applies where such an offering is used in the course of an order under these Terms.

1.6. The Client accepts these Terms for the present order and all future orders until different terms have been validly incorporated, and waives the application of its own general terms and conditions of business and delivery. Any deviating provisions in the Client’s general terms and conditions are hereby expressly rejected. They become part of the contract — in whole or in part — only if REVERCE expressly accepts them in text form (Textform) for the order concerned.

1.7. These Terms apply regardless of in whose name the Client concludes the contract with REVERCE (in its own name or in the name of a third party). Where the Client concludes a contract with REVERCE for a third party (in its own name or in the name of the third party), the Client shall ensure that it brings these Terms to the third party’s attention. If the third party has not consented to the contract concluded in its name, the Client is REVERCE’s contractual partner.

2.1. REVERCE’s services include in particular:

• consulting and conception, for example on strategy, digitalization and the use of artificial intelligence;
• the conception, development, implementation, maintenance and further development of software, web and mobile applications, interfaces and systems, including brand-specific Creative Systems and AI agents;
• the conception and implementation of artificial intelligence applications, including prompt engineering and the integration of third-party AI models;
• UX and UI design, including conception, prototypes and design systems;
• building structured knowledge bases for brands, creative direction and content production, including with generative AI and CGI, together with the labeling and proof of provenance of such content;
• virtual design and 3D visualization, in particular the development and implementation of 3D architectural concepts and virtual architectural and spatial concepts that REVERCE makes accessible online and interactively, including the integration of the Client’s products and their presentation via a CMS;
• the conception, implementation, support and further development of visual and cross-media communication, including the associated planning and creative services.

2.2. REVERCE’s range of services also includes the creation and development of content solutions for clients, as well as the acquisition, development, marketing and distribution of rights.

3.1. The nature and scope of REVERCE’s services to the Client are determined in each case by REVERCE’s offer, of which these Terms form part.

3.2. Illustrations, layouts and descriptions provided by REVERCE in the offer are for illustration only and are approximate. No guarantee is given that they will be adhered to.

REVERCE’s offers are non-binding and subject to change. A binding order is generally placed by the Client’s approval of the offer or cost estimate (email is sufficient) and by REVERCE’s order confirmation (email is sufficient) or by REVERCE actually beginning to carry out the order.

5.1. Binding delivery or performance dates or deadlines must be agreed in text form.

5.2. Where the Client’s cooperation is required or agreed for the Contractor’s delivery or performance, the delivery or performance period is extended by the time during which the Client has not fulfilled this obligation.

5.3. In the event of delays resulting from (a) changes to the Client’s requirements, (b) inadequate conditions in the application environment (hardware or software deficiencies), insofar as the Contractor neither knew nor ought to have known of them, or (c) problems with third-party products (e.g. software from other IT manufacturers), the delivery or performance date is extended accordingly.

5.4. Where the Contractor is unable to perform its contractual services, or to perform them on time, as a result of labor disputes, force majeure or other circumstances that the Contractor could not avert, the Contractor shall not suffer any adverse legal consequences.

5.5. If the Client commissions changes or additions that are more than minor in scope, dates and deadlines based on the original subject matter of the contract cease to apply.

6.1. For REVERCE to perform the services smoothly and successfully, it is essential that the Client fulfills its obligations to cooperate in accordance with the agreed process. The Client is obliged to perform all necessary acts of cooperation promptly enough to enable REVERCE to perform the contractual services within the agreed time and on the agreed terms.

6.2. The Client is obliged to provide REVERCE with all information, documents and data necessary for the performance of the services. It is further obliged to inform REVERCE, without being asked, of any circumstances that may be relevant to REVERCE’s performance of the services and of which the Client can recognize that REVERCE is not aware.

6.3. The Client guarantees, by way of an independent guarantee, that it holds all rights necessary for the performance of the contract and is able to grant these rights to REVERCE and/or to subcontractors engaged by REVERCE to the extent required, without infringing the rights of third parties. In particular, the Client guarantees that it holds the property rights — in particular within the meaning of copyright and industrial property rights — in the documents and content it provides, and that it is authorized to publish them and to pass them on to third parties for the purpose of publication to the extent required for the performance of the contract.

6.4. In particular, REVERCE is also entitled to transfer or pass on the rights granted and the information, documents and data provided by the Client — including in particular the necessary rights of reproduction and distribution, the right of making available to the public and the rights of adaptation and archiving — to (sub)contracted third parties and/or to companies affiliated with REVERCE.

6.5. Where REVERCE submits work results to the Client for approval, the Client shall check them for factual accuracy before approving them. By approving them, the Client assumes responsibility for the factual accuracy of text and images; this also applies to content generated with the aid of artificial intelligence. Claims based on defects that were not recognizable in the course of this check remain unaffected.

7.1. The Contractor grants the Client only those rights of use that are necessary for using the Contractor’s work and services, and only to the extent agreed for the order. Unless expressly agreed in text form, no further rights of use and/or property rights are transferred to the Client.

7.2. In case of doubt, REVERCE fulfills its obligation by granting non-exclusive rights of use in the territory of the Federal Republic of Germany for the period of use of the work result notified to the Contractor. Any use beyond this, in particular adaptation, requires the Contractor’s consent.

7.3. However, the rights in 3D architectural concepts/virtual architectural and spatial concepts created by REVERCE always remain with REVERCE and are not transferred to clients. REVERCE is therefore in particular entitled to use the 3D architectural concepts/virtual architectural and spatial concepts without restriction for services to third parties or to market them to third parties.

7.4. Furthermore, REVERCE transfers to the Client only those rights of use for which the Client has paid in full.

7.5. On request, the Client is obliged to inform the Contractor in text form about the extent of its use.

7.6. All creative developments and design work of the Contractor (in particular drafts, concepts, presentations and the like) are subject to the German Copyright Act (UrhG). The provisions of the Copyright Act also apply where the threshold of originality required under § 2 UrhG is not reached. Any imitation of them — including of parts — is prohibited.

7.7. Passing on REVERCE’s presentation materials and offers to third parties, and their publication, reproduction, distribution or other use by the Client or its authorized representatives, requires the Contractor’s prior consent and obliges the Client to pay a fee in the amount of the service concerned. This fee is based on REVERCE’s offer or, where no offer yet exists, on customary market terms. This also applies to use in modified or adapted form and to the use of the ideas underlying the Contractor’s work and services. Acceptance of a one-off presentation fee by the Contractor does not constitute consent to any further use of the Contractor’s work and services.

7.8. REVERCE hands over the source code of software it develops for the Client where this has been agreed in the offer concerned. Without such an agreement, there is no entitlement to the source code.

7.9. Where REVERCE’s services include open-source software, the respective license terms take precedence for those components.

8.1. The remuneration for REVERCE’s services is set out in REVERCE’s individual offer, or otherwise in REVERCE’s price list in force at the time.

8.2. Unless expressly offered, the agreed remuneration for service packages generally does not include, and the Client shall reimburse separately, in particular:

• costs of any additional licenses to be acquired at the Client’s request (e.g. for software applications). REVERCE will prepare a cost estimate for these and have it approved by the Client in text form;
• costs incurred for graphic designs requested by the Client or for the acquisition of image rights. These costs, which require the Client’s prior consent in text form, are passed on at the third-party costs incurred and evidenced plus a 15% handling fee;
• costs of travel by REVERCE staff on the Client’s behalf or at its request, and/or courier costs.

8.3. All amounts payable are subject to value added tax at the statutory rate applicable at the time of invoicing. The prices offered are net prices in euros plus the applicable VAT. They are subject to the proviso that the underlying order data provided by the Client and the offers or costs of REVERCE’s potential suppliers remain unchanged.

8.4. Unless otherwise agreed, REVERCE’s entitlement to remuneration for each individual service arises as soon as that service has been performed.

8.5. Objections to the services must be raised in text form promptly after receipt of the invoice, at the address stated as the sender on the invoice. Objections must reach REVERCE no later than four (4) weeks after the invoice date. Failure to object in time is deemed approval. The Client’s statutory claims in the event of objections after the deadline remain unaffected. REVERCE invoices services and deliveries after delivery, after acceptance or after partial acceptance. Partial invoices are possible, e.g. on reaching the milestones set out in the project plan.

8.6. Where and to the extent that no order has been placed but services of REVERCE are used that could ordinarily be expected to be provided only against remuneration, the recipient of the services shall pay REVERCE the customary remuneration for such services.

8.7. REVERCE is entitled to apply payments first to older claims against the Client, irrespective of their legal basis. Where costs and interest have already been incurred, REVERCE is entitled to apply payments first to the costs, then to the interest and finally to the principal claim.

8.8. The Client may only set off claims that are undisputed or have been finally established by a court against REVERCE’s claims.

8.9. If the Client changes or cancels orders, work, plans or the like, or changes the conditions for performing the services, it shall reimburse REVERCE for all costs incurred as a result and indemnify REVERCE against all order-related liabilities toward third parties and affiliated companies.

8.10. All additional services beyond the agreed scope are invoiced separately on a time-spent basis in consultation with the Client. The same applies to other unforeseeable additional effort.

8.11. If REVERCE provides services relating to a period after the end of the contract, REVERCE receives separately agreed remuneration for them. If no separate remuneration is agreed, remuneration follows the applicable provisions of the contract or offer and of these Terms. The same applies to services and deliveries that REVERCE provides for the Client at its request after the end of the contract.

8.12. All taxes, levies, GEMA and KSK charges and the like are borne by the Client.

9.1. Unless otherwise agreed in text form, invoices and partial invoices from REVERCE are due for payment without deduction within fourteen (14) days of the invoice date.

9.2. In the event of default in payment, REVERCE is entitled to default interest at the statutory rate (§ 288(2) BGB). REVERCE reserves the right to claim further damage. The Client reserves the right to prove that the damage caused by the default was lower. If the Client is in default, or if there are objectively justified doubts about its ability to pay, REVERCE is entitled to make further services conditional on advance payment of the amount and on settlement of outstanding invoices.

9.3. If the Client is in default of payment, or an application has been filed to open insolvency proceedings against the Client, REVERCE is entitled to withhold or suspend performance of the contractually agreed services. Exception: the Client provides REVERCE in a timely manner with security in the amount of the full remuneration and third-party services. REVERCE is further entitled to perform outstanding services only against payment in advance or subject to the provision of security if circumstances exist which, applying standard banking criteria, give rise to doubts about the Client’s ability to pay, REVERCE has informed the Client of these doubts and the Client has been unable to dispel them. Likewise, in the event of the Client’s inability to pay, REVERCE may interrupt performance of the services and demand immediate invoicing of the services performed so far.

10.1. This section 10 applies to services that REVERCE provides as a work (Werk). For services that REVERCE provides as a service (Dienstleistung), in particular consulting, REVERCE owes the diligent performance of the service, not a particular result; no acceptance takes place in that respect. Whether a service is provided as a work or as a service is set out in the offer concerned.

10.2. The Client shall accept the Contractor’s services (where applicable in accordance with checklists provided by the Contractor to assist it) without undue delay as soon as the Contractor notifies readiness for acceptance, unless non-acceptance is based on a material defect in the services performed by the Contractor.

10.3. The Contractor’s services are deemed accepted if the Contractor has notified readiness for acceptance, pointing out the significance of failing to declare acceptance, and (a) the Client then fails, within a period that allows it to identify material defects with the required careful examination, but no later than 20 (twenty) working days, to declare acceptance or to refuse it stating material defects described in as much detail as possible, or (b) the Client uses the service or parts of it without further examination, for example by making it accessible to third parties (e.g. putting it online) or by instructing the Contractor to do so.

10.4. If readiness for acceptance is not notified, the relevant time is not the time of notification but the time at which the Client ought reasonably to have taken note of the services.

10.5. The Client must notify the Contractor in text form of obvious defects that an average client would readily notice within ten (10) working days of delivery or performance; otherwise, claims based on these defects cannot be asserted. The Client should notify defects that are not obvious in text form without undue delay after discovering them. The Client shall describe the defects in as much detail as possible.

10.6. Defective deliveries or services are repaired or replaced by the Contractor upon corresponding notification by the Client. The Contractor remedies the defects free of charge or provides the Client, free of charge, with a corrected release of the digital content (a modified version that no longer contains the defect notified). Claims for defects become time-barred twelve (12) months after acceptance or, where no acceptance takes place, after performance or delivery. This does not apply in the case of fraudulent concealment of a defect or to claims for damages under section 11.1; in those cases, the statutory periods apply.

10.7. Where defects exist, the Contractor is entitled to two attempts at rectification within a reasonable time.

11.1. REVERCE is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz) and to the extent of any guarantee given by REVERCE.

11.2. In the event of a slightly negligent breach of a material contractual obligation, REVERCE’s liability is limited to the foreseeable damage typical for the contract. Material contractual obligations are those whose fulfillment is essential to the proper performance of the contract in the first place and on whose observance the Client may regularly rely (so-called cardinal obligations, Kardinalpflichten).

11.3. Otherwise, REVERCE’s liability for slight negligence is excluded.

11.4. REVERCE is not obliged to check, or have checked, content, data and documents provided by the Client, or the Client’s advertising and communication statements or appearances, for their legal permissibility; the Client is responsible for this. The Client shall indemnify REVERCE against third-party claims based on such content, statements or appearances or on a breach of its obligations under this contract, in particular under section 6.3, including the costs of an appropriate legal defense. This does not apply where REVERCE is responsible for the infringement.

11.5. Where liability is excluded or limited, this also applies to the personal liability of REVERCE’s employees, representatives, subcontractors and other staff.

11.6. The Client’s claims for damages against REVERCE become time-barred one year after the statutory limitation period begins. This does not apply to claims under section 11.1; for these, the statutory limitation periods apply.

12.1. REVERCE is entitled to use completed orders and the associated (company and brand) logos of the Client free of charge and without limitation in time or place for the purposes of self-promotion, client advice and public relations (e.g. by including them on websites and social media channels operated by REVERCE and by submitting them for awards).

12.2. All rights in drafts and concepts remain with REVERCE unless they are granted to the Client under section 7.

12.3. Delivered items remain the property of REVERCE until the respective remuneration has been paid in full.

12.4. There is no obligation to disclose incoming invoices.

12.5. REVERCE may engage third parties in its own name to perform its obligations.

13.1. The parties shall treat as confidential all confidential information of the other party that becomes known to them in the course of their cooperation, in particular trade and business secrets, and shall use it solely for the performance of the contract. This does not apply to information that is publicly known or becomes publicly known without a breach of this obligation, that was already known to the receiving party or that it has lawfully received from third parties, or to disclosures required by statutory or regulatory obligations. REVERCE may pass on confidential information to affiliated companies and subcontractors where this is necessary for the performance of the contract and they are bound to confidentiality accordingly. This obligation survives the end of the contract. Section 12.1 remains unaffected.

13.2. Where REVERCE processes personal data on behalf of the Client in the course of an order, the parties shall conclude a data processing agreement pursuant to Art. 28 GDPR. Otherwise, each party processes personal data under its own responsibility in accordance with applicable data protection law.

14.1. REVERCE is entitled to use third-party AI models and services to provide the services. Section 13.1 applies to passing on confidential information to their providers, and section 13.2 to personal data. The use of such services may be restricted or excluded in the offer concerned.

14.2. In work results generated in whole or in part with the aid of artificial intelligence, REVERCE grants rights of use under section 7 to the extent that protective rights exist in them. To the extent that such work results are not protected, REVERCE cannot guarantee their exclusive use by the Client.

14.3. Labeling content generated or modified by AI when it is published, in particular under Art. 50(4) of Regulation (EU) 2024/1689 (AI Act), is the responsibility of the Client unless REVERCE has taken it on as a service under the offer concerned.

Both REVERCE and the Client are entitled to terminate the contract without notice for good cause. Good cause entitling REVERCE to extraordinary termination, without prejudice to further statutory termination rights, exists in particular if

• the Client’s conduct jeopardizes existing contractual relationships between REVERCE and its contractual partners
• the Client is in default of payment and fails to pay despite being granted a grace period of at least one calendar week with an express warning that the contract will be terminated in the event of non-payment
• the Client breaches a material provision of the contract and — despite a warning in text form — repeats the breach or, where the breach is continuing, fails to cease it within one calendar week
• the Client becomes insolvent, in particular upon the opening of insolvency proceedings over its assets or the rejection of an application to open insolvency proceedings for lack of assets (inability to pay, suspension of payments or cessation of business activity — for whatever reason — are equivalent to insolvency); § 119 InsO remains unaffected.

16.1. The contractual relationship between the parties is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

16.2. The place of performance for the mutual obligations is the registered office of REVERCE at the time.

16.3. The exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship between the parties is Wuppertal.

16.4. Individual agreements take precedence over these Terms. Amendments and additions to these Terms or to the individual engagement must be made in text form (e.g. email).

16.5. These Terms are also available in an English translation. Only the German version is authoritative.