01General Provisions and Scope of Application
1.1 The following General Terms and Conditions ("GTC") are the exclusive basis for all contracts and services between Zorrilla Media UG (haftungsbeschränkt), Weingartenstraße 17, 77654 Offenburg ("Zorrilla Media"), represented by the managing directors Thomas Bruckner and Ricardo Ruiz-Zorrilla Morales, and its clients, provided these are entrepreneurs within the meaning of § 14 BGB, legal entities under public law, or special funds under public law.
1.2 Deviating, conflicting or supplementary general terms and conditions of the client do not become part of the contract unless Zorrilla Media expressly agrees to their validity in text form.
1.3 These GTC apply to all contracts between Zorrilla Media and the client for the following services:
- AI automations and AI-based solutions,
- Media design and design services (print, digital, corporate design, etc.),
- Web design, web development and implementation,
- Development of web-based applications,
- Development of native or hybrid mobile applications (Mobile Apps),
- Hosting management, web hosting management, domain and infrastructure management,
- Other consulting and agency services related to the above areas.
1.4 These GTC also apply to all future contracts of the same or similar type between Zorrilla Media and the client without requiring express inclusion again.
1.5 Zorrilla Media is entitled to amend these GTC with effect for the future if there is a valid reason for doing so. Amendments will be communicated to the client in text form. The client may object to the amendments within 30 days of receipt. In the event of an objection, the previous GTC shall continue to apply to existing contracts.
1.6 Zorrilla Media may transmit declarations, notices and information relating to the contractual relationship to the e-mail address provided by the client in addition to the postal address. These shall be deemed received upon arrival at the client's mail server.
1.7 Amendments, supplements and ancillary agreements to the contract require text form to be effective.
1.8 Should any provision of these GTC or the contract be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby.
1.9 Information on the processing of personal data in the context of the contractual relationship is set out in the current privacy policy of Zorrilla Media.
02Contract Formation, Commencement and Duration
2.1 Offers from Zorrilla Media are non-binding and subject to change unless expressly designated as binding.
2.2 The client's order constitutes a binding offer to conclude a contract. A contract is concluded by:
- written or text-form order confirmation by Zorrilla Media, or
- commencement of service delivery by Zorrilla Media.
2.3 Existing framework contracts may be supplemented in individual cases by service descriptions, specifications, offers or project agreements, each of which becomes part of the contract.
2.4 Zorrilla Media is entitled to provide services to new clients or in justified cases only against advance payment or reasonable instalments.
2.5 Unless otherwise agreed:
- Project-based contracts (e.g. AI automations, media design, web or app development) are limited to the duration of the respective project.
- Contracts for recurring services (e.g. maintenance, support) run for an indefinite period with a minimum term of 12 months from the agreed commencement date.
2.6 Unless otherwise agreed, contracts with a minimum term automatically renew for 12 months each time unless terminated by either party with three months' notice to the end of the respective term in text form.
2.7 The right to extraordinary termination without notice for good cause remains unaffected for both parties.
03Services by Zorrilla Media
3.1 The scope, content and nature of the services to be provided by Zorrilla Media are set out in the respective contract, offer, specification, service description or project agreement.
3.2 Zorrilla Media is entitled to engage subcontractors and external service providers to fulfil contractual obligations without requiring separate consent from the client, provided this does not impair the client's legitimate interests.
3.3 Zorrilla Media provides its services in accordance with the state of the art, with the diligence customary in the IT and agency environment, and in compliance with applicable legal provisions.
3.4 For services with technical components (e.g. web and app development, AI automations), Zorrilla Media does not owe any specific commercial exploitability or market success unless expressly agreed in writing.
3.5 Zorrilla Media does not provide legal advice. The client is solely responsible for the legal permissibility of the content and functions requested.
04Client Obligations and Cooperation
4.1 The client is obliged to provide all information, documents, content, access and approvals required for the performance of the contract completely, correctly and in a timely manner.
4.2 If services are delayed for reasons within the client's area of responsibility, agreed deadlines shall be extended accordingly. Zorrilla Media may invoice the additional effort incurred separately after prior notice.
4.3 The client is obliged to make all statements truthfully and completely. Damages arising from incorrect, incomplete or late information shall be borne by the client.
4.4 The client is responsible for the content and data it provides (including ownership of rights and legal permissibility). The client ensures it holds all necessary usage rights, trademark rights, personality rights, and other protective rights.
4.5 The client shall indemnify Zorrilla Media from all third-party claims arising from infringements attributable to the client, including the reasonable costs of any necessary legal defence.
4.6 The client is obliged to promptly review work results provided by Zorrilla Media and to report any defects, requests for changes or approvals in writing within the agreed or a reasonable period.
05Fees, Billing and Payments
5.1 The remuneration stated in the respective offer, contract or service description is authoritative. Unless expressly stated otherwise, all prices are in euros plus statutory VAT.
5.2 Unless a flat-rate remuneration has been agreed, billing is based on time spent at the applicable hourly rates of Zorrilla Media.
5.3 For ongoing services (e.g. hosting management, maintenance or support contracts), the remuneration is generally invoiced in advance for the respective billing period unless otherwise agreed.
5.4 Invoices from Zorrilla Media are due for payment within 14 days of the invoice date without deduction unless otherwise stated.
5.5 In the event of payment default, Zorrilla Media is entitled to charge default interest at the statutory rate and to withhold services after prior notice.
5.6 Until full payment of all outstanding remuneration, Zorrilla Media retains ownership of physical works delivered. For digital work results, Zorrilla Media retains exclusive copyright; usage rights transfer only upon full payment.
5.7 The client may only offset against claims of Zorrilla Media with undisputed or legally established counter-claims.
06Communication
6.1 Contract-related communication is generally carried out by e-mail, project management system or another electronic means of communication agreed upon by the parties.
6.2 The client ensures that the e-mail address provided is accessible and checked regularly. Changes to contact details must be notified to Zorrilla Media without delay.
07Liability of Zorrilla Media
7.1 Zorrilla Media shall be liable to the client for damages, regardless of the legal basis, only in accordance with the following provisions.
7.2 Zorrilla Media is liable without limitation:
- for intent and gross negligence,
- for injury to life, body or health,
- under the provisions of the Product Liability Act,
- upon assumption of a guarantee, provided this was expressly given in writing.
7.3 In the event of slightly negligent breach of a material contractual obligation (cardinal obligation), Zorrilla Media's liability is limited to the typical and foreseeable damage.
7.4 In the event of slightly negligent breach of non-material contractual obligations, Zorrilla Media's liability is excluded.
7.5 Liability for loss of profit, unrealised savings, indirect damages and consequential damages is excluded unless one of the cases in clause 7.2 applies.
7.6 Where the client is an entrepreneur, Zorrilla Media's total liability is limited to the sum of the contractual fees paid by the client in the 12 months prior to the damaging event.
7.7 Zorrilla Media is not liable for impairments resulting from force majeure or other unforeseeable events beyond its control.
7.8 The above liability limitations also apply in favour of the legal representatives, employees and vicarious agents of Zorrilla Media.
08Special Conditions "Hosting Management" / Web Hosting / Domains / Infrastructure
8.1 Contractual Relationship and Scope of Services
8.1.1 Where Zorrilla Media provides hosting services, web storage, email accounts, server resources, container or application infrastructure and related infrastructure services for the client, this is generally done by procuring services from third parties (infrastructure providers, hosting companies, registrars) within the framework of an agency relationship. Zorrilla Media does not as a rule operate its own data centres in this context.
8.1.2 Zorrilla Media does not itself owe physical data centre services, but rather the configuration, management and contract management of the infrastructure provided by the third-party provider for the client.
8.1.3 Zorrilla Media selects infrastructure providers to the best of its knowledge and belief, taking into account availability, security, data protection, technical capability and value for money. Zorrilla Media selects service providers such that, according to their contractual commitments, they guarantee an availability of their services offered over the internet of at least 99% on an annual average.
8.1.4 The guaranteed availability of the infrastructure and the services provided thereon is governed in detail by the conditions of the respective infrastructure provider (SLA). Zorrilla Media does not assume any further independent availability guarantee beyond that guaranteed by the infrastructure provider.
8.1.5 Disruptions to availability include in particular circumstances in which the servers or services provided by the infrastructure provider cannot be used in the contractually agreed manner. The following in particular do not constitute disruptions within the area of responsibility of Zorrilla Media:
- Interruptions to accessibility caused by disruptions or failures in the area of third parties (e.g. network operators, carriers, DNS providers) beyond the control of Zorrilla Media,
- Interruptions due to force majeure (e.g. natural events, strikes, official orders, widespread network disruptions),
- Restrictions or failures attributable to incorrect configurations, software or content within the client's area of responsibility or by third parties acting through its access credentials.
8.2 Maintenance, Updates and Security Measures
8.2.1 Zorrilla Media and the infrastructure providers engaged by Zorrilla Media are entitled to carry out maintenance work on systems, servers and networks to ensure security, stability and performance. Such maintenance work may result in temporary interruptions or restrictions to the accessibility of the services used by the client.
8.2.2 Scheduled maintenance work that is expected to result in a significant restriction or interruption of accessibility will, where possible, be carried out outside normal business hours. Where reasonably practicable, Zorrilla Media will notify the client in advance of planned maintenance windows in an appropriate manner.
8.2.3 Short-notice, unplannable maintenance measures (e.g. applying security-relevant patches, responding to specific security incidents or exploits) may be carried out without prior notice if this is necessary to avert or prevent specific risks. Such measures do not constitute a reduction in availability within the meaning of agreed SLAs to the extent that they are carried out to a reasonable degree.
8.2.4 Maintenance work carried out by infrastructure providers and the associated temporary restrictions or interruptions to accessibility do not, subject to a deviating individual agreement, give rise to claims by the client for reduction, damages or extraordinary termination, provided the maintenance work corresponds to the contractually agreed availability level of the providers or is necessary for compelling security or stability reasons.
8.3 Domains
8.3.1 If the client instructs Zorrilla Media to register or take over a domain, Zorrilla Media generally acts in the name and for the account of the client or in its own name for the account of the client vis-à-vis the relevant allocation body or registrar.
8.3.2 The registration, use and administration of domains are additionally governed by the conditions and guidelines of the respective allocation bodies and registrars. The client accepts these upon commissioning the domain.
8.3.3 The client receives, insofar as the domain is registered in its name, the material rights to the domains. Zorrilla Media does not guarantee that desired domains are available or remain permanently registered.
8.3.4 The client is obliged to provide the data required for domain registration correctly and completely and to notify Zorrilla Media of changes without delay.
8.3.5 The client may request the transfer (provider change) of its domains to another provider. Zorrilla Media will provide the necessary auth codes and approvals at the earliest possible time. An early domain transfer does not affect the payment obligations arising from the hosting contract until the end of the contract.
8.4 Client Obligations in the Hosting Area
8.4.1 When using the infrastructure provided, the client is obliged to ensure that:
- no unlawful content is provided,
- no third-party rights (in particular copyright, trademark rights, personal rights) are infringed,
- no security-compromising content (e.g. malware, viruses, trojans) is distributed via the infrastructure,
- the systems are not used for spam, denial-of-service attacks or other abusive actions.
8.4.2 The client must take appropriate technical and organisational measures to prevent unauthorised access to its accounts, passwords and systems. Access credentials must be kept confidential and changed regularly.
8.4.3 The client is solely responsible for regular backups of its data unless a backup service has been expressly agreed with Zorrilla Media. Where a backup service has been agreed, this does not replace the obligation to independently back up data unless expressly otherwise agreed.
8.4.4 The client is obliged to report disruptions, malfunctions or security incidents without delay.
8.5 Liability in the Hosting Area
8.5.1 Zorrilla Media is not liable for disruptions, failures or data loss that are solely attributable to errors or failures of the infrastructure providers carefully selected by Zorrilla Media, provided Zorrilla Media selected them with the diligence customary in the trade.
8.5.2 Zorrilla Media's liability for data loss is, subject to section 7, limited to the typical recovery effort that would have arisen with proper, client-conducted data backup.
8.5.3 In the event of misuse of the infrastructure by the client or third parties through its access credentials, Zorrilla Media is only liable within the scope of section 7; otherwise the client bears the resulting damages.
09Special Conditions "Media Design and Design Services"
9.1 Contractual Relationship
9.1.1 Contracts in the area of media design and design services are generally contracts for work (Werkvertrag). The subject matter of the contract is the creation of the agreed design services (e.g. logos, layouts, corporate designs, print products, digital media) and the granting of usage rights thereto.
9.1.2 Zorrilla Media may select and engage suitable third-party providers to fulfil printing or production services. Such selection is made to the best of its knowledge. Costs for production services (e.g. printing costs) are borne by the client unless otherwise agreed.
9.1.3 The client is obliged to provide all information, content and templates required for the design in a timely manner. Delays due to late or incomplete cooperation are at the client's expense.
9.2 Copyright
9.2.1 All works and work results created by Zorrilla Media (designs, production artwork, layouts, concepts, templates, intermediate stages, digital files, etc.) are protected by copyright. Zorrilla Media remains the author within the meaning of copyright law.
9.2.2 Even if the threshold of creative originality under copyright law is not reached, the following provisions apply as contractually agreed.
9.2.3 Alterations, adaptations or imitations of work results by Zorrilla Media require the prior written consent of Zorrilla Media unless expressly permitted within the scope of the usage rights granted.
9.3 Usage Rights
9.3.1 Unless otherwise agreed, the client receives a simple (non-exclusive) right of use in the agreed work results for the purpose, scope, period and territory specified in the contract.
9.3.2 The scope, duration and geographical area of the usage rights are set out in the offer or contract. Where no express provision is made, a temporally unlimited, non-exclusive use for the territory of the Federal Republic of Germany for the specifically agreed purpose of use is assumed.
9.3.3 The granting of usage rights takes effect only upon full payment of the agreed fee.
9.3.4 The transfer or sublicensing of usage rights to third parties requires the written consent of Zorrilla Media unless expressly provided for in the contract (e.g. within a corporate group).
9.4 Attribution and Reference Use
9.4.1 Zorrilla Media is entitled to indicate its authorship on or in the immediate vicinity of the work results in a suitable form (e.g. "Design by Zorrilla Media") where this is customary and reasonable.
9.4.2 Zorrilla Media is entitled to use the services rendered for the client for the purposes of its own advertising to a reasonable extent (e.g. on its own website, in presentations, social media, portfolios), naming the client's name and, where applicable, logo, provided there are no legitimate interests of the client to the contrary. The client may object to a reference mention for good cause.
9.4.3 If an agreed attribution is omitted or removed without the consent of Zorrilla Media, Zorrilla Media is entitled to claim a reasonable additional fee. This is generally based on a surcharge of 25–50% on the agreed design fee unless a higher specific loss is demonstrated.
9.5 Acceptance, Defect Notice, Liability
9.5.1 The client is obliged to inspect the work results delivered by Zorrilla Media without delay after delivery and to report any defects in writing within 14 days. If timely notice is not given, the services are deemed accepted.
9.5.2 In the event of defects, Zorrilla Media is entitled to remedy them. If the remedy fails after a reasonable period has been set, the client may demand a reduction in price or withdraw from the contract. Claims for damages are governed by section 7.
9.5.3 Zorrilla Media is not liable for the legal permissibility of the design approved by the client (e.g. compliance with competition law, registrability as a trademark, design patent eligibility). The client is obliged to obtain any necessary legal clarification before using the design.
10Special Conditions "Web Development and Web Design"
10.1 Where Zorrilla Media develops or designs websites, web applications or web shops, the following provisions apply in addition.
10.2 The basis of the service is a service description or specification that governs the technical and design requirements. Changes after project commencement (change requests) may result in additional fees and revised deadlines.
10.3 Unless otherwise agreed, Zorrilla Media provides the web solution for common browsers in current versions in a standard desktop and responsive mobile view. Full compatibility with all conceivable devices or old browser versions is not owed unless expressly agreed.
10.4 After completion, a test or staging environment is provided to the client for acceptance. The client has 14 days to report defects or declare acceptance. If no timely defect notice is given, the service is deemed accepted.
10.5 Where Zorrilla Media integrates third-party systems at the client's request, their terms of use and technical restrictions apply. Zorrilla Media is not liable for malfunctions caused by changes or failures of these third-party systems.
10.6 Maintenance, content management, monitoring and adaptation to future browser or system versions are not included in the development fee unless a separate maintenance or support contract is concluded.
11Special Conditions "Mobile App Development"
11.1 Scope
11.1.1 The provisions of this section apply in addition to the development, adaptation, publication and maintenance of mobile applications (apps) for iOS, Android or other mobile platforms.
11.2 Service Description, Specification
11.2.1 The basis for app development is a service description (requirements specification) provided by the client and a specification document by Zorrilla Media, which becomes part of the contract upon approval by the client.
11.2.2 The specification defines in particular:
- Target platforms (e.g. iOS, Android),
- supported operating system versions,
- target devices or device categories,
- functional scope and interfaces (APIs, backend systems),
- special requirements for performance, security, offline capability,
- any special UI/UX or corporate design requirements.
11.2.3 Requirements not explicitly included in the specification are not owed.
11.3 App Stores, Developer Accounts, Publication
11.3.1 General: The client is generally the holder of app store accounts (e.g. Apple Developer Program, Google Play Developer Account) and thus the contractual partner of the app store operators. Zorrilla Media supports the client in the technical preparation and submission of the app to the respective stores, where agreed. The final decision on approval lies exclusively with the app store operators.
11.3.2 Publication via client accounts: Where the client publishes the app via its own Apple and/or Google Play accounts, it is solely responsible for:
- concluding and complying with the respective developer agreements with Apple/Google,
- maintaining its account and payment details,
- complying with all legal and regulatory requirements arising from its role as provider/publisher of the app,
- providing all content required for the store submission (description texts, screenshots, keywords, age ratings, privacy and terms of use).
11.3.3 Publication via Zorrilla Media accounts (agency publishing):
a) At the express request of the client, Zorrilla Media may publish the app via its own developer accounts (e.g. Apple App Store, Google Play Store) in its own name as provider/publisher. In this case, Zorrilla Media appears as the visible provider in the stores; the app is, however, attributed to the client in terms of content and commercial purpose.
b) In this case, the client commissions Zorrilla Media with the provision of an "agency publishing" service. The scope, duration and remuneration of this service are agreed separately (e.g. as a recurring fee).
c) The client remains in all cases responsible for:
- all content of the app (texts, images, audio, video, functions),
- the legal permissibility of the app content in all target markets,
- compliance with all statutory obligations towards end users (e.g. information obligations, consumer protection, data protection),
- the provision of legally compliant end-user information (e.g. imprint, privacy policy, terms of use of the app),
- compliance with the specific requirements of the respective stores (e.g. age classifications, payment/in-app policies, content guidelines).
d) Where Zorrilla Media publishes via its own accounts, it assumes exclusively the technical role of publisher and platform provider in the stores, but not the role of the party responsible for content or data protection law. Zorrilla Media does not assume any legal responsibility for end-user relationships.
e) The client shall indemnify Zorrilla Media from all third-party claims arising in connection with the app published via Zorrilla Media that are attributable to the client, in particular for:
- infringements of rights through app content,
- violations of app store guidelines,
- data protection and information obligation violations,
- consumer protection and competition violations.
f) Zorrilla Media is entitled to temporarily suspend or permanently remove from the stores an app published via its own accounts if:
- there are concrete indications of legal violations or violations of store guidelines,
- the continuation of the publication poses a legal or economic risk to Zorrilla Media,
- the client fails to remedy the situation despite request and deadline (e.g. updating mandatory texts, removing infringing content),
- the client is in default with payments for the agency publishing service.
g) In the event of removal or suspension of the app for reasons attributable to the client, no claims for damages against Zorrilla Media arise. Payment obligations remain unaffected insofar as Zorrilla Media is not responsible for the reasons.
11.3.4 Regardless of the form of publication, the client is obliged to provide Zorrilla Media with all content information required for the store submission in a timely manner and to keep it up to date throughout the app's lifecycle (e.g. upon changes to imprint, privacy policy, pricing, target markets).
11.4 Third-Party Components, Licences, Open Source
11.4.1 The app may contain libraries, frameworks, SDKs, open-source components and third-party APIs. Zorrilla Media documents the key components used and, where known, their licence conditions to the best of its knowledge.
11.4.2 Where Zorrilla Media acquires licences on behalf of the client (e.g. for icon sets, fonts, tools), this is done with the client's approval and at the client's expense.
11.4.3 The client is obliged to incorporate the documentation of third-party components and licences provided by Zorrilla Media into its legal documents for the app (e.g. privacy policy, imprint, licence notices) and to ensure legally correct disclosure to end users.
11.4.4 Zorrilla Media is not liable for licence or rights infringements resulting from the client's failure to correctly implement mandatory legal information in the app or in accompanying documents (e.g. website, store description) despite existing documentation.
11.5 Data Protection, Legal Requirements and End-User Relationships
11.5.1 The client is the data controller under data protection law (in particular GDPR) for all personal data processed through the app by end users.
11.5.2 Zorrilla Media does not provide legal advice. The client is obliged to obtain independent legal advice regarding the legal requirements for app offerings (e.g. data protection, imprint, information obligations, consumer protection, e-commerce requirements) and to ensure legally compliant design of the app and associated processes.
11.5.3 The client ensures that the app (including integrated tracking or analytics tools, push notification systems, SDKs and interfaces) is operated only in a manner that complies with the applicable legal requirements. This includes in particular:
- providing a complete, comprehensible and up-to-date privacy policy within or in immediate proximity to the app,
- providing an imprint in accordance with the applicable national legal requirements,
- implementing any required consent or opt-in mechanisms,
- complying with the requirements of the app store operators regarding data protection and user tracking.
11.5.4 End-user contracts (terms of use, end-user GTC, privacy policies) are concluded exclusively between the client (or its company) and the end users. Zorrilla Media is not a contracting party of end users and assumes no liability therefor. This applies even where the app is technically published via a Zorrilla Media account.
11.5.5 The client shall indemnify Zorrilla Media from all third-party claims (including end users, authorities, competitors) based on alleged or actual legal violations in connection with the operation of the app, insofar as these are attributable to the client.
11.6 Updates, OS Versions, Maintenance
11.6.1 Zorrilla Media owes the functionality of the app for the platform and version specifications defined in the specification at the time of acceptance.
11.6.2 Zorrilla Media does not assume any obligation to automatically adapt the app to future operating system or device versions. Such adaptations are maintenance services and require separate commissioning.
11.6.3 Where a maintenance or support contract is concluded, the response and processing times agreed therein apply. Without a separate agreement, there is no right to specific response times (SLA).
11.6.4 Changes or extensions to app functionality after acceptance are generally treated as additional services and are remunerated separately by time and effort or in accordance with individually agreed flat rates.
11.7 Copyright, Source Code, Usage Rights
11.7.1 Zorrilla Media remains the author of the program code, technical concepts and software architecture.
11.7.2 Upon full payment of the agreed remuneration, the client receives, depending on the agreement, a simple, non-exclusive, unrestricted usage right to the app in the version provided in object code form, for distribution via the agreed app stores and use by end users.
11.7.3 There is no right to the source code unless expressly agreed in writing. Where the delivery of the source code is agreed, Zorrilla Media may charge a separate fee and set corresponding licence conditions.
11.7.4 After acquiring the corresponding rights, the client is entitled to have the app further developed by third parties provided that a contractual arrangement for source code transfer or licensing has been concluded.
11.8 Acceptance, Test Phase, Defects
11.8.1 Zorrilla Media provides the client with a test version (e.g. internal test builds, TestFlight, internal app releases, staging builds).
11.8.2 The client has 14 days to review the app and report defects in writing. If no timely defect notice is given, the app is deemed accepted.
11.8.3 Material, reproducible deviations from the specification are to be rectified by Zorrilla Media within a reasonable period. If the remedy fails, the client may demand a reduction in remuneration. Further claims are governed by section 7.
11.8.4 Defects attributable to improper use, modifications by the client or third parties, inadequate hardware or unsupported operating system versions do not give rise to warranty claims.
12Dispute Resolution, Jurisdiction and Applicable Law
12.1 All contracts between Zorrilla Media and the client are governed exclusively by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
12.2 Where the client is a merchant, legal entity under public law or special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the registered office of Zorrilla Media (Offenburg), to the extent permitted by law.
12.3 Zorrilla Media is, however, entitled to sue the client at its general place of jurisdiction.
13Final Provisions
13.1 Rights and obligations arising from the contract may only be transferred by the client to third parties with the prior written consent of Zorrilla Media.
13.2 There are no verbal ancillary agreements. Amendments and supplements to the contract require text form.
13.3 In the event of contradictions between these GTC and individual contractual agreements, the individual agreements take precedence.