Terms and Conditions

1. General Provisions and Scope of Application

1.1. The following General Terms and Conditions (hereinafter referred to as “GTC”) apply to all business relationships between

Hi-TiDE GmbH / Lange Straße 9, 20359 Hamburg

Phone: +49 40 875 031 34
Email: hello@hi-tide.de
Website: www.hi-tide.de

VAT Identification Number pursuant to Section 27a of the German Value Added Tax Act:
DE456719199

Represented by the managing directors: Diara Jongue and Jan-Christian Sonnefeld

(hereinafter referred to as “Hi-TiDE™”) and the clients (hereinafter referred to as “Customers”), provided that they are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Together, “Hi-TiDE™” and “Customers” are referred to as “Parties” or “Contracting Parties.”

1.2. The following terms and conditions apply to all contracts between Hi-TiDE™ and the Customers. Any deviating or conflicting terms and conditions of the Customer shall not be recognized unless Hi-TiDE™ expressly agrees to them in writing.

1.3. All agreements, amendments, supplements, and ancillary agreements must be in writing to be effective.

2. Subject Matter of the Contract & Conclusion

2.1. Hi-TiDE™ prepares a binding contract offer that defines the services to be provided and the consideration to be paid. The customer accepts this offer by written confirmation via email or another agreed-upon form of electronic communication.

2.2. Hi-TiDE™ reserves the right to withdraw from the contract if unforeseen circumstances and obstacles (e.g., force majeure, pandemics, government measures, failure to obtain official permits, labor disputes of any kind, sabotage, raw material shortages, or delayed material deliveries through no fault of Hi-TiDE™) result in a significant delay in delivery or performance that lasts longer than six weeks and for which Hi-TiDE™ is not responsible.

2.3. The contract commences upon acceptance of the proposal and the subsequent official kickoff meeting. The contract ends following final delivery and evaluation by the customer. For orders involving delivery to third parties, the purchaser shall be deemed the client, unless otherwise expressly agreed.

2.4. Feedback rounds: Hi-TiDE™ includes two feedback rounds as standard. Additional revisions will be billed separately based on the number of hours worked.

3. Remuneration & Terms of Payment

3.1. The prices stated in the offer are net prices plus applicable sales tax, unless otherwise agreed.

3.2. The prices stated in Hi-TiDE™’s offer remain binding for two months after the customer receives the offer. If a price adjustment accompanies a change to the offer, the updated price remains binding for two months from the customer’s receipt of the amended offer.

3.3. Unless otherwise agreed, payment is due:

• 50% upon signing the contract
• 50% upon delivery of the agreed-upon service

3.4. Invoices are payable within 14 days without deduction.

3.5. Production costs and changes beyond the agreed scope of services will be billed additionally on an hourly basis. Adjustments exceeding two rounds of feedback will also be billed at an hourly rate.

3.6. Any discounts will only be agreed upon as part of individual agreements.

3.7. Hi-TiDE™ is entitled to demand and invoice progress payments and payments for partial services (e.g., for the creation of drafts) as contractually agreed. If the customer defaults on a progress payment, Hi-TiDE™ may withhold work until payment is made.

4. Customer’s Obligations to Cooperate & Indemnification

4.1. The customer undertakes to provide all materials necessary for the order (texts, images, logos, etc.) in a timely manner. Delays on the part of the customer will result in a corresponding postponement of the agreed deadline.

4.2. The customer warrants that they are authorized to use all materials provided to Hi-TiDE™, in particular that they hold any necessary licenses for copyrights and trademark rights. They are also solely responsible for the accuracy and completeness of the content.

4.3. The Customer undertakes to indemnify Hi-TiDE™ against any claims made by third parties against Hi-TiDE™ arising from the use of the materials.

4.4. Individual development and project phases will be made available to the customer for correction and approval upon completion. Corrections, objections, and approvals must be provided in writing (Section 126b of the German Civil Code). Approved and released styles form a binding basis for further services; subsequent changes to the style may only be possible at significant additional cost. Acceptance may not be refused on design or artistic grounds.

4.5. The client agrees to adhere to agreed-upon feedback deadlines (e.g., within 48 hours) to ensure project progress. The agreed-upon deadline for order completion is automatically extended if the delay is caused by the client.

5. Rights of Use & Self-Promotion

5.1. All design services provided by Hi-TiDE™ are subject to the German Copyright Act (UrhG). The provisions of the UrhG shall be deemed agreed upon between the contracting parties even if the necessary conditions for protection are not met in individual cases.

5.2. Hi-TiDE™ grants the customer the rights of use necessary for the intended purpose. Until full payment has been made, the rights remain with Hi-TiDE™ (retention of title).

5.3. Any transfer of the rights of use to third parties requires the express written consent of Hi-TiDE™.

5.4. The Customer grants Hi-TiDE™ a non-exclusive right of use, unlimited in time, territory, and content, to all logos, images, texts, and other materials provided by the Customer, insofar as these have been processed by Hi-TiDE™ within the scope of the order or integrated into works created. This includes, in particular, the right to reproduce, edit, publicly display, and use these materials for self-promotional purposes, including their presentation in online and print media as well as on social media platforms.

5.5. Hi-TiDE™ is entitled to use the created works as well as the materials provided by the customer and processed by Hi-TiDE™ for reference purposes, in particular for self-promotion on its own website, in presentations, social media, and other advertising media, unless the customer expressly objects. Such an objection must be made in writing no later than upon conclusion of the contract.

5.6. The Customer warrants that they hold all necessary rights to the materials provided and that their use by Hi-TiDE™ does not infringe upon the rights of third parties. The Customer hereby indemnifies Hi-TiDE™ against all claims by third parties in this regard.

5.7. In the event of reproduction, distribution, exhibition, and/or public display of the drafts, final artwork, and other design work, Hi-TiDE™ must be named as the author as follows:
Hi-TiDE™

5.8. If the Customer wishes to apply for formal intellectual property rights in an official register with respect to the drafts, final artwork, or other works of Hi-TiDE™, the prior written consent of Hi-TiDE™ is required.

5.9. As a general rule, data shall be provided to the customer or third parties commissioned by the customer only in closed, non-editable files. Should the customer request the provision of open files, this requires a written agreement and separate compensation.

6. Liability & Warranty

6.1. Hi-TiDE™ shall be liable without limitation for material defects and defects of title, as well as for damages resulting from intentional or grossly negligent breaches of duty. In the event of a slightly negligent breach of material contractual obligations (cardinal obligations), Hi-TiDE™’s liability shall be limited to foreseeable damages typical for this type of contract. Any liability beyond this for breaches of duty due to slight negligence is excluded.

6.2. These limitations of liability do not apply to damages resulting from injury to life, limb, or health, nor to damages based on a warranty given regarding the quality of a product or on defects fraudulently concealed. Liability under the Product Liability Act remains unaffected by this.

6.3. To the extent that Hi-TiDE™’s liability is excluded or limited, this also applies to the personal liability of employees, representatives, and vicarious agents.

6.4. Upon approval of drafts, final versions, or final artwork by the customer, the customer assumes responsibility for the accuracy of the content (text and images). Hi-TiDE™ assumes no liability whatsoever for drafts, texts, final versions, and final artwork approved by the customer.

6.5. Hi-TiDE™ shall not be liable for the admissibility under competition and trademark law or the registrability of the works created. The corresponding review is not part of the order and is the responsibility of the customer.

7. Confidentiality & Data Protection

7.1. Hi-TiDE™ undertakes to keep confidential all information and documents accessible in connection with the conclusion of the contract that are designated as confidential or are recognizable under the circumstances as trade or business secrets of the customer. This information may neither be recorded nor disclosed, unless this is necessary to fulfill the purpose of the contract.

7.2. Hi-TiDE™ shall ensure through appropriate contractual agreements that its employees, representatives, and agents are also bound to maintain confidentiality. Corresponding obligations apply to the customer with respect to Hi-TiDE™’s trade and business secrets, particularly regarding ideas and concepts disclosed during the collaboration.

7.3. Both parties undertake to maintain the confidentiality of all non-public information obtained in the course of the collaboration. Personal data will be processed in accordance with applicable data protection laws (see www.Hi-TiDE.de/datenschutz).

8. Principles of Cooperation

The contracting parties undertake to engage in respectful, cooperative, and constructive collaboration on an equal footing. This includes, in particular, respectful communication as well as compliance with agreed-upon arrangements and approvals. The collaboration is independent of specific individuals—this means that contact persons may change within a project or over the course of the collaboration without this affecting the agreed-upon processes or obligations.

8.1. Termination of the Contract for Good Cause

The Contractor reserves the right to terminate the contract with immediate effect if the Client repeatedly or seriously violates the principles of cooperation. This applies in particular to:

• Failure to honor agreed-upon terms, such as the unjustified withdrawal of designs that have already been approved without adequate compensation for additional work.
• Disrespectful or inappropriate behavior that makes professional and respectful cooperation impossible.
• Ongoing communication problems that are not resolved despite written notices.

8.2. Consequences of Contract Termination

In the event of a justified termination of the contract by the Contractor, payment remains due in full for services already rendered. In addition, additional costs for work already performed or expenses incurred may be invoiced.

9. Contract Term & Termination

9.1. Contracts are concluded on a project basis. For framework agreements with a term of 1 year, a notice period of 3 months applies.

9.2. In the event of early termination of the contract, an exit fee of 10–20% of the quoted price is due.

9.3. In the event of a material breach of contract, the contract may be terminated without notice.

10. Final Provisions

10.1. The place of performance and venue is Hamburg.

10.2. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

10.3. Any amendments or additions to these Terms and Conditions must be made in writing.

10.4. Should any provision of these Terms and Conditions be invalid, the remainder of the contract shall remain unaffected. The invalid provision shall be replaced by a provision that most closely approximates the economic purpose.