Terms of Service

These Terms of Service ("Terms") govern the contractual relationship between Visionary Hive Agency (Yannic Hammer, Bornstraße 16, 55263 Ingelheim am Rhein, Germany — hereinafter "Agency", "we", "us") and the client ("Client", "you") for all services provided by us.

By engaging our services — whether via email, contract, or purchase order — you agree to these Terms in full. Any conflicting terms in Client-issued purchase orders are expressly rejected unless agreed in writing.

These Terms apply to all services including brand identity, web design & development, digital marketing, AI transformation, media production, and related consulting services.

The specific scope of services, deliverables, timelines, and fees are defined in a separate written proposal or Statement of Work ("SOW") agreed upon by both parties. The SOW forms an integral part of the contract.

We reserve the right to engage qualified sub-contractors to fulfil services where appropriate. We remain responsible for the quality of all delivered work.

Changes to the agreed scope ("Change Requests") must be submitted in writing. We will provide a revised timeline and fee estimate for any change request. Work on changed scope commences only after written approval.

All fees are stated in EUR and are exclusive of VAT (Umsatzsteuer) where applicable.

• A 50% deposit is required before work commences on any project.
• The remaining balance is due upon project delivery or as specified in the SOW.
• Invoices are payable within 14 days of issue, without deduction.
• In case of late payment, statutory default interest pursuant to § 288 BGB applies.
• Recurring services (e.g. maintenance, retainers) are invoiced monthly in advance.

We reserve the right to suspend services if outstanding invoices remain unpaid for more than 14 days after the due date, following a written reminder.

To enable timely delivery, the Client agrees to:

• Provide all required materials, assets, copy, and information in a timely manner.
• Designate a single point of contact with authority to approve deliverables.
• Provide consolidated, written feedback within the agreed review periods.
• Ensure that all materials provided to us are owned by or licenced to the Client and do not infringe any third-party rights.

Delays caused by the Client's failure to provide required input may result in revised timelines and, where costs are incurred, additional fees.

Upon receipt of full payment, we assign to the Client the agreed usage rights to the final deliverables as specified in the SOW. Unless otherwise agreed in writing, rights transferred are limited to the purposes described in the SOW.

We retain ownership of all preliminary work, concepts, source files, frameworks, tools, methodologies, and know-how developed in the course of the project unless explicitly assigned in writing.

We reserve the right to display completed work in our portfolio, website, and marketing materials unless the Client requests otherwise in writing prior to project commencement.

The Client warrants that all materials provided for use in the project are free of third-party rights or that the Client holds the necessary licences.

Each project phase includes the number of revision rounds stated in the SOW. Additional revisions beyond the agreed rounds are charged at our standard hourly rate of [€ XX/hour].

Deliverables are deemed accepted if the Client does not provide written feedback within 7 business days of delivery. Acceptance triggers the payment of any remaining balance due for that phase.

We warrant that services will be performed with reasonable skill and care in accordance with the agreed SOW. We do not warrant that deliverables will be error-free after the Client modifies them, integrates third-party components, or uses them in environments outside the agreed specifications.

Defects must be reported in writing within 14 days of delivery (§ 438 BGB). We will remedy confirmed defects within a reasonable period. If remedy is impossible or fails twice, the Client may claim a reduction in remuneration or rescind the contract.

Our liability for damages is limited to cases of wilful misconduct (Vorsatz) and gross negligence (grobe Fahrlässigkeit). In cases of simple negligence, we are only liable for breaches of cardinal contractual obligations (wesentliche Vertragspflichten), and only up to the foreseeable, contract-typical damage.

Liability for indirect damages, loss of profit, and consequential damages is excluded to the fullest extent permitted by law.

The above limitations do not apply to liability for injury to life, body, or health, or under the German Product Liability Act (ProdHaftG).

Either party may terminate the contract for cause (außerordentliche Kündigung) without notice if the other party materially breaches the agreement and fails to remedy the breach within 14 days of written notice.

Upon termination by the Client without cause, all work completed up to the date of termination is invoiced at the pro-rated contract value or our standard hourly rate, whichever is higher. The deposit is non-refundable.

Upon project completion, we will archive project files for 90 days. Thereafter, we are not obligated to retain any files unless agreed separately.

These Terms are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Mainz, Germany, provided the Client is a merchant (Kaufmann), legal entity under public law, or a special fund under public law (§ 38 ZPO).