Terms and Conditions (T&C)

T&C Version 1.0, Effective: January 9, 2025

1. Purpose of Collaboration

The purpose of the collaboration is to achieve mutual business interests by successfully completing the project in line with the defined goals and to the satisfaction of both parties.

2. Payment Terms

2.1 General Payment Terms

  • Payments are due within 14 days of invoice issuance unless otherwise agreed.
  • Late payments are subject to a default interest of 3% above the base interest rate.

2.2 Advance Payments

  • For projects exceeding a certain volume, an advance payment of 15-30% is required at the project start.
  • Work on the project will only commence after the agreed advance payment has been received.

2.3 Milestone Payments

  • For larger projects, payments are split into milestones. Each milestone must be paid before proceeding to the next phase.

3. Revisions

3.1 Included Revisions

  • Two rounds of revisions per project phase are included in the standard fee.

3.2 Additional Revisions

  • Any further revisions are charged separately according to the agreed hourly rate or a fixed fee.
  • Additional revisions will be discussed and agreed upon in advance.

4. Termination of Collaboration

4.1 By the Client

  • If the client unilaterally terminates the project, all work completed up to that point will be invoiced.

4.2 Delays

  • Any delays caused by the client that require additional effort on the provider’s part may result in an adjustment to the timeline and costs.

5. Travel Costs

  • For on-site meetings or work at locations far from the provider’s base, all travel costs, including round-trip transportation and accommodation, must be covered by the client.

6. Use of AI Tools in Projects

6.1 General Use of AI Tools

  • The provider may utilize AI tools as supportive instruments during the creative process to enhance efficiency and innovation.
  • Clients may request, before the project begins, that no generative AI tools be used. In such cases, the project will follow a fully manual process, which may increase costs and production timelines.
  • The client acknowledges that the use of third-party AI tools is governed by the licensing and usage terms of the respective providers.

6.2 Custom AI Models

  • For projects requiring custom AI models, the provider ensures that data remains secured within their infrastructure.
  • No client-specific data or outputs will be used to train these models without explicit consent.
  • Custom-trained models and their underlying data remain the sole property of the provider and will not be shared or handed over to the client.

6.3 Flexibility for Future Technologies

  • The provider reserves the right to integrate emerging technologies or tools into the project workflow, provided this is agreed upon with the client in advance.

6.4 Communication and Agreement on AI Use

  • Before starting a project, both parties will discuss and agree on the extent to which AI tools will be utilized.
  • The provider will document the agreed-upon approach, ensuring clarity and transparency throughout the project lifecycle.

6.5 Compliance with Legal Standards

  • The provider ensures that all AI tools and models are used in compliance with applicable legal frameworks, including GDPR and EU regulations.
  • Should future regulatory changes (e.g., Digital Services Act) impact the use of AI tools, the provider will inform clients and adapt practices accordingly.

7. Ownership and Rights of AI-Generated Outputs

  • All AI-generated content, once delivered, is customized to meet project requirements and falls under the same ownership terms as manually created content.
  • The client is prohibited from reverse-engineering, analyzing, or using AI-generated content to create derivative works without explicit authorization.
  • The provider retains the right to integrate and enhance AI workflows to maintain efficiency and quality.

8. Ownership and Usage Rights

8.1 Ownership Transfer

  • Ownership of the final product or design transfers to the client only after full payment has been received.

8.2 Usage Restrictions

  • Until full payment is made, the client may only use the delivered work for internal purposes.

8.3 Rejected Deliverables

  • If deliverables are rejected by the client but payment for the work is completed, the provider retains full ownership and rights to repurpose or reuse these materials.

9. Confidentiality (NDA)

  • Both parties agree to keep all project-related information confidential.
  • If the client intends to share project-related content (e.g., work-in-progress images) on social media or other public platforms, this must be discussed and agreed upon in advance.
  • An NDA can be established to define specific confidentiality obligations and outline exceptions for mutually agreed content sharing.
  • Breaches of confidentiality can result in appropriate legal action, with a maximum penalty of €5,000 to €10,000 depending on the severity.

10. Portfolio Rights

  • With the client’s agreement, the provider may showcase excerpts of the completed work in their portfolio for promotional purposes.
  • If no NDA is in place, the provider assumes the right to use finalized and publicly displayed work as references.

11. Data Management

11.1 Data Deletion

  • Project data will be permanently deleted four weeks after project completion unless otherwise agreed.

11.2 Data Archiving and Maintenance

  • Archiving of project data for future use is optional and subject to additional costs, as outlined in the cost schedule.
  • For web-related projects, ongoing maintenance and updates are also subject to additional costs.

11.3 Data Security

  • While backups of project data are stored on encrypted external drives for security purposes, active working files may be stored on unencrypted media to facilitate efficient handling during the project lifecycle.
  • Upon request, project processing can be conducted entirely offline.

11.4 Retention Period for Legal Purposes

  • Data required for legal or tax purposes will be retained in compliance with German law (typically 6-10 years).

11.5 Secure Deletion Services

  • Clients may request secure deletion services for their data beyond standard deletion practices. This service is subject to additional costs.

12. Liability

  • The provider is not liable for damages caused by third parties, technical issues, or force majeure.
  • The provider’s liability is limited to the total project cost. The provider is not responsible for indirect damages, such as loss of profits or other consequential losses.

13. Force Majeure

  • Neither party shall be liable for delays or failures in performance caused by events beyond their reasonable control, such as natural disasters, pandemics, government actions, or technical failures.
  • Both parties are obligated to resume work as soon as the force majeure event ceases to impact the project.
  • The client is responsible for any costs incurred up to the point where a project is interrupted due to force majeure.

14. Dispute Resolution

  • Any disputes arising from this agreement shall first be attempted to be resolved through mediation.
  • If mediation fails, disputes may be resolved through arbitration in accordance with the rules of the German Arbitration Institute (DIS).
  • All disputes will be subject to the jurisdiction of the courts in Germany, under German law and EU regulations.

15. Intellectual Property (IP) Rights

15.1 Retention of Raw Files

  • The provider retains ownership of all raw files (e.g., project files, drafts, concepts) unless otherwise agreed.

15.2 Final Deliverables

  • The client only receives the rights to the final deliverables specified in the agreement.

15.3 Compliance with Industry Standards

  • The provider guarantees that deliverables meet general industry standards. Specific compliance with niche requirements must be explicitly agreed upon in advance.

16. Acceptance Period

  • The client has 7 days after the delivery of the final work to request changes or report issues.
  • If no feedback is provided within this period, the work is considered accepted and final.

17. Project Scope Changes

  • Any changes to the agreed project scope requested by the client will be treated as a separate task and billed accordingly.
  • All changes must be documented and agreed upon in writing before implementation.

18. Client-Provided Materials

  • The client is responsible for ensuring that all materials provided are free from third-party rights.
  • The provider assumes no liability for copyright or other legal violations arising from client-provided content.

19. Client Collaboration Delays

  • Any additional costs resulting from client-induced delays, such as prolonged equipment rental fees or extended resource commitments, will be billed separately.

20. Freelancer Collaboration Clause

20.1 Responsibility for Freelancer Work

  • The provider may involve trusted freelancers to complete specific parts of the project. These freelancers will be required to adhere to the same T&C as outlined in this agreement.
  • The provider will ensure quality control but is not directly liable for delays or errors caused by freelancers.

20.2 Client Approval for Freelancer Use

  • Approval of freelancers will also cover their assigned tasks, estimated costs, and timelines. The client may not directly contact freelancers for tasks outside the agreed project scope without prior written consent from the provider.

21. Right to Refuse

  • The provider reserves the right to decline projects that conflict with personal or professional ethics or that violate applicable laws and regulations.

22. Severability Clause

  • If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall remain unaffected and continue to be valid and enforceable.

23. Jurisdiction and Legal Compliance

  • This agreement is governed by German law and complies with EU regulations, including GDPR.
  • All legal proceedings arising from this agreement will be conducted in the jurisdiction of the provider’s registered office.

24. Communication Expectations

  • The primary communication channel for this collaboration is email unless otherwise agreed.
  • Emails will generally be responded to within two business days.
  • Both parties agree to provide timely responses to ensure the project remains on schedule.
  • The client is responsible for providing clear and consistent feedback. Delays caused by ambiguous or delayed feedback may affect timelines and costs.

25. Termination for Cause

  • Either party may terminate this agreement with immediate effect if the other party materially breaches its obligations and fails to remedy the breach within a reasonable timeframe after being notified.

26. No Assignment of Agreement

  • The client may not assign or transfer this agreement or any rights or obligations hereunder without the prior written consent of the provider.

27. Retention of Communications

  • All written communications, including emails and contracts, may be retained by the provider for documentation and verification purposes.

28. Marketing Content Release

  • If no NDA is in place, the provider assumes the right to use non-confidential project materials for marketing and PR purposes.
  • Any marketing or PR content that references the client will require prior approval to ensure alignment with their branding guidelines.

29. Pre-Project Consultation

  • The provider encourages pre-project consultations to align expectations, clarify goals, and establish clear project guidelines. This step ensures mutual understanding and sets the foundation for a successful collaboration.

30. Non-Disparagement Clause

  • Both parties agree not to publicly disparage the other party. Any concerns or disputes will be addressed privately through the agreed resolution mechanisms.

31. Unforeseen Technical Requirements

  • If additional tools, software, or hardware are required due to unforeseen technical challenges, these will be discussed with the client and billed separately before procurement.