General Terms and Conditions of hyprquest GmbH for the Commissioning and Execution of Media Cooperations

1. Scope / Application

hyprquest GmbH (hereinafter referred to as “hyprquest GmbH”) offers its business clients (hereinafter referred to as “Client”) the execution of media cooperations. Media cooperations are targeted advertising measures designed to increase brand awareness for the Client. These general terms and conditions (hereinafter referred to as “GTC”) apply to all business relationships between hyprquest GmbH and the Client in the context of executing media cooperations.

The Client commissions hyprquest GmbH with the implementation of all necessary work and coordination processes between cooperation partners. This includes the joint creation of advertising content and the production of integrations across various communication channels of media partners. hyprquest GmbH provides full agency support before, during, and after the media cooperation.

These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Client shall only become part of the contract if hyprquest GmbH has expressly agreed to their validity in writing.

2. Subject Matter of the Contract / Conclusion of the Contract / Acting on Behalf of Third-Party Clients

hyprquest GmbH acts as an intermediary for media cooperations between media companies and Clients or their agencies for brands.

hyprquest GmbH offers the Client customized, target-group-specific media cooperations aimed at increasing brand awareness. Depending on the target audience, this can be achieved through advertorials, advertisements, creator marketing, sweepstakes, native advertising, product testing, radio spots, sponsorships, TV campaigns, or other measures (individually or collectively referred to as “Actions”).

The contract between hyprquest GmbH and the Client (hereinafter referred to as “Individual Order”) is usually concluded through an offer and subsequent commissioning following individual contact. To execute the media cooperation, hyprquest GmbH will, if necessary, conclude contracts in its own name with media companies (hereinafter referred to as “Media Companies”) to the required extent.

The Client may commission a media cooperation for its own company (see Section 2.4.1), meaning the cooperation relates to its own brands, or act on behalf of a third-party client (hereinafter referred to as “Third-Party Client”) (see Section 2.4.2), meaning the cooperation concerns brands of this Third-Party Client.

If the Client acts on its own behalf, the provisions of these GTC apply directly. If the Client acts on behalf of a Third-Party Client, the provisions of these GTC apply with the following additions:

a) The Client guarantees that it has been commissioned by the Third-Party Client to book media cooperations with hyprquest GmbH and has received all necessary authorizations.

b) The Client guarantees that it has fully coordinated each media cooperation with the Third-Party Client, obtained the Third-Party Client’s approval, and received all necessary rights. The Client also ensures that it has informed the Third-Party Client about these GTC and any referenced additional regulations and contractually obligated the Third-Party Client to comply with them.

c) Regardless of the foregoing, the Client remains the sole contractual partner of hyprquest GmbH, meaning that the Client alone is responsible for fulfilling contractual obligations. The Client is liable for any actions, omissions, or breaches of contractual obligations by the Third-Party Client or its employees as if they were its own. The Client indemnifies hyprquest GmbH against any claims the Third-Party Client may assert against hyprquest GmbH in connection with the cooperation. This includes covering all necessary legal defense costs, including court and attorney fees. The Client must promptly provide all available information necessary for the defense against such claims.

3. Obligations of the Client

The Client must provide hyprquest GmbH with all necessary materials for the execution of the agreed Actions, including but not limited to texts, photos, videos, graphics, logos, advertising materials, and sponsorship content (collectively referred to as “Materials”), in a complete and error-free manner. The Client guarantees that it holds all necessary rights to the Materials and that they do not infringe any third-party rights or violate legal provisions.

The Client grants hyprquest GmbH all rights necessary for executing the agreed Actions, including but not limited to trademark rights, copyright usage rights, performance protection rights, and other related rights. These rights are granted on a worldwide basis for use in all forms of advertising and public relations, including online and offline media. The Client also authorizes hyprquest GmbH to grant these rights to media companies and technical service providers involved in the cooperation.

The Client assumes full responsibility and liability for the content conveyed through the Actions, ensuring that all statements are factually accurate, legally compliant, and free of defects. The Actions must not contain misleading, illegal, or unethical content. In the case of sweepstakes, the Client is solely responsible for providing and delivering the prizes.

The Client indemnifies hyprquest GmbH and any involved media companies against all claims arising from third parties (including government authorities) due to infringements of rights or legal violations caused by the Actions. This includes covering legal defense costs.

4. Rights and Obligations of hyprquest GmbH / Involvement of Media Companies

hyprquest GmbH will use the provided Materials in the manner customary for the respective Action and as required by the media company involved. If editorial or technical reasons prevent the execution of the agreed integration, hyprquest GmbH reserves the right to reschedule the cooperation within 12 months or to replace it with an equivalent alternative.

If an Action depends on the approval of a media company and is rejected, hyprquest GmbH is not obligated to execute it. In such cases, no fees will be charged, and further claims against hyprquest GmbH are excluded to the extent permitted by law.

hyprquest GmbH reserves the right to label all Actions as advertising where legally required. The agency is also entitled to refuse or terminate Actions that violate legal regulations, ethical standards, or are deemed inappropriate. No refund claims arise from such refusals.

5. Compensation, Invoicing, and Payment Terms

hyprquest GmbH charges an agency fee for planning and executing the Action, as agreed in the Individual Order. All amounts are net, excluding VAT. Payments must be made according to the agreed payment schedule. Delays may incur late fees and interest.

For sweepstakes, if necessary for tax reasons, hyprquest GmbH and the Client may issue mutual invoices for the same net amount corresponding to the purchase value of the awarded products.

6. Duration and Termination of the Contract

The duration of each Action is defined by the Client with a specified start and end date in the Individual Order.

hyprquest GmbH may terminate any Individual Order with two weeks’ notice at the end of the month in writing.

The right of both parties to terminate the contract for good cause remains unaffected. Such termination must be made in writing. Good cause for hyprquest GmbH includes, but is not limited to, a media company’s decision to reject an Action necessary for execution or the cancellation of a required contract by the media company.

7. Liability of hyprquest GmbH

hyprquest GmbH applies standard industry care but does not guarantee that Actions requiring a media company’s involvement will be executed with a specific media partner or will achieve a desired marketing success or revenue increase.

hyprquest GmbH is liable for damages only in cases of intent or gross negligence, except for breaches of essential contractual obligations. In such cases, liability is limited to foreseeable damages typical for this type of contract.

These limitations do not apply in cases of explicit guarantees, injury to life, body, or health, or mandatory legal regulations, particularly under the Product Liability Act.

8. Correspondence and Confidentiality

All correspondence related to the agreed Action must be conducted exclusively through hyprquest GmbH.

The parties agree to keep confidential information strictly confidential, including pricing structures, client data, marketing plans, and financial details. Any disclosure to third parties must be approved in advance by hyprquest GmbH.

Confidentiality obligations begin upon contract signing and remain in force for three years after contract termination.

9. Data Protection

The handling of personal data complies with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). Further details are available in hyprquest GmbH’s privacy policy.

10. Final Provisions

Any amendments to these GTC must be made in writing. German law applies exclusively, and the place of jurisdiction is the registered office of hyprquest GmbH.

If any provision of these GTC is found to be invalid, the remaining provisions remain unaffected. The parties will replace any invalid provision with a valid one that best reflects the original intent.

Version: February 03, 2025