Hidden Design Champion – Nils Enders-Brenner
As of: April 2026
§ 1 Scope of Application
1.1 These General Terms and Conditions (GTC) apply to all contracts for web design, web development, and related consulting services between
Nils Enders-Brenner
Hidden Design Champion
Luswiese 6
82327 Tutzing
Germany
Email: business@designernils.com
– hereinafter referred to as the "Contractor" –
and the respective contracting party
– hereinafter referred to as the "Client" –
unless expressly agreed otherwise in writing.
1.2 These GTC apply exclusively to businesses within the meaning of § 14 of the German Civil Code (BGB) (B2B transactions). Services are not provided to consumers (§ 13 BGB).
1.3 Any terms and conditions of the Client that conflict with or deviate from these GTC shall not be recognized unless the Contractor expressly agrees to their applicability in writing. This applies even if the Contractor renders services without reservation while aware of conflicting terms of the Client.
1.4 These GTC, in the version valid at the time of conclusion of contract, shall also apply to all future business relationships without requiring renewed agreement.
§ 2 Subject Matter of the Contract
2.1 The Contractor provides services in the field of professional web design and web development, with a particular focus on small and mid-sized manufacturing companies. The specific scope of services depends on the package engaged:
- Website Performance Audit: Analysis of the Client's existing website with regard to performance, conversion optimization, and strategic positioning; preparation of a written audit report with concrete recommendations for action.
- Revenue Website Sprint: Strategic conception, design, and technical implementation, as well as the launch of a new or fundamentally revised website based on WordPress with the Divi theme; including agreed content, page structure, and optimization measures.
- Continuous Optimization Retainer: Ongoing optimization, maintenance, further development, and conversion optimization of the Client's website on a monthly basis.
2.2 The exact scope of services owed in each case is determined by the individual proposal and the written order confirmation. The Contractor's obligations are limited exclusively to the services specified therein. Services not expressly agreed upon are not part of the contract and may be commissioned and compensated separately.
2.3 The Contractor renders services as an independent freelancer. The Contractor is not integrated into the Client's organizational structure and is not subject to instructions regarding the type, place, or time of service delivery, unless otherwise agreed.
§ 3 Formation of Contract
3.1 Proposals: Proposals by the Contractor are generally non-binding and do not constitute binding offers in the legal sense, but rather an invitation to place an order (invitatio ad offerendum).
3.2 Placement of Order: The Client places an order by submitting a written order via email or by signing the project contract. The placement of an order constitutes a binding offer from the Client.
3.3 Order Confirmation: The contract is only concluded upon written order confirmation by the Contractor via email. Silence does not constitute acceptance. Verbal side agreements require written confirmation to be valid.
3.4 Priority of Individual Agreements: Individual project agreements concluded in writing between the parties (e.g., a separate project contract, scope of work, or statement of work) take precedence over these GTC.
3.5 For US-based or internationally located clients, the conclusion of the contract may additionally be formalized through a separate written project document.
§ 4 Scope of Services
4.1 Website Performance Audit (One-Time Service)
The Website Performance Audit includes:
- Analysis of the Client's current website based on agreed criteria (loading speed, technical performance, conversion points, SEO fundamentals, strategic positioning)
- Preparation of a written audit report (PDF) with prioritized recommendations for action
- One closing meeting via Zoom (approx. 60 minutes) to review the findings
Not included: implementation services (corrections, implementations), ongoing support, or follow-up projects, unless separately commissioned.
Compensation: Flat fee of EUR 297.00, due upon placement of order. Pursuant to § 19 of the German VAT Act (UStG), no VAT is charged or shown on invoices.
4.2 Revenue Website Sprint (Project)
The Revenue Website Sprint includes, subject to the individual project agreement, in particular:
- Strategy Phase: Kick-off meeting, goal definition, target audience analysis, page structure, and content strategy
- Design Phase: Development of the visual concept and design templates; revision rounds per agreed number
- Development Phase: Technical implementation on WordPress/Divi, responsive design, basic performance optimization
- Launch Phase: Acceptance, publication, and final handover meeting
- Number of subpages, revision rounds, and other service parameters per individual project contract
Not included: ongoing maintenance and hosting, copywriting, photography/video production, SEO optimization beyond basic measures, plugin licenses, domain and hosting costs, and third-party services, unless expressly agreed.
Compensation: Project price per individual proposal (indicative range: EUR 5,000.00 to EUR 15,000.00). Pursuant to § 19 UStG, no VAT is charged or shown on invoices. Payment terms per § 7.
4.3 Continuous Optimization Retainer (Ongoing)
The retainer includes, subject to the individual agreement:
- Ongoing monitoring and technical optimization of the website
- Conversion rate optimization (CRO) based on analytics data
- Monthly priority list and implementation of agreed measures
- Monthly reporting and coordination meeting via Zoom
Scope, flat fee, and further details are set out in a separate retainer agreement. Pursuant to § 19 UStG, no VAT is charged or shown on invoices.
4.4 Additional Services
Services exceeding the agreed scope (change requests, additional pages, additional revision rounds, etc.) will be offered and commissioned as a separate package. The Client will be informed of the scope and price before any additional work is carried out and must provide written approval.
§ 5 Client's Obligations to Cooperate
5.1 The Client is obligated to provide the cooperation required for the delivery of services in a timely, complete, and appropriate manner. The Contractor's ability to render contractual services depends on the Client's full and timely cooperation.
5.2 In particular, the Client shall:
- Provide all required content (text, images, logos, videos, brand assets, company information) in usable form and agreed quality in a timely manner;
- Designate a decision-authorized contact person available for communication and approvals;
- Provide feedback, approvals, and corrections within the agreed deadlines (§ 6);
- Provide all necessary access credentials (hosting, CMS, domain management, Google Analytics, etc.) completely and accurately;
- Ensure the accuracy of all content provided and confirm that the Client holds the rights to use all provided content, images, logos, and other protected materials;
- Notify the Contractor promptly of any changes to the project scope or task description.
5.3 If the Client fails to fulfill a material cooperation obligation despite written reminder within a reasonable grace period, the Contractor is entitled to:
- Pause the project and not be held responsible for resulting delays;
- Invoice the Client for additional costs resulting from waiting periods and restart efforts;
- Withdraw from the contract after the expiration of a set grace period and invoice for services already rendered.
5.4 The Client is obligated to inform the Contractor prior to publication of the website of any legal requirements applicable to the website (e.g., mandatory imprint, industry-specific disclosure obligations, competition law requirements). The Contractor assumes no legal responsibility for the content-related or legal compliance of materials provided by the Client.
§ 6 Deadlines and Timelines
6.1 Binding completion dates and milestones are set out in writing in the individual project contract or order confirmation. Verbally stated dates are non-binding.
6.2 Approval Deadlines: Drafts, design templates, and milestone acceptances must be approved in writing by the Client within 5 business days of delivery, or returned with specific change requests. If no response is received within this period, the submitted version shall be deemed approved after two written reminders and a jointly set grace period.
6.3 Client-Caused Delays: If the project is delayed due to the Client's failure to provide required cooperation on time, all subsequent deadlines and timelines shall shift accordingly. The Client shall bear any additional costs resulting from such delays.
6.4 Force Majeure: The Contractor is not responsible for delays caused by circumstances beyond the Contractor's control (e.g., technical failures of third-party providers, outages of external services, natural events). In such cases, agreed deadlines shall be extended appropriately.
6.5 Deadlines and timelines shall not begin to run – unless expressly agreed otherwise – until the agreed down payment (§ 7) has been received in full and the Client has provided all documents and access credentials required for the respective work phase.
§ 7 Compensation and Payment Terms
7.1 Compensation is based on the individual proposal and order confirmation. All prices are stated as gross amounts. The Contractor is subject to the small business regulation pursuant to § 19 of the German VAT Act (UStG); accordingly, no VAT is charged or shown on invoices.
7.2 Payment Terms – Website Performance Audit
The total amount is due upon placement of the order and must be received prior to commencement of work.
7.3 Payment Terms – Revenue Website Sprint
- 50% of the total fee is due as a down payment upon conclusion of the contract (order confirmation) and must be received before the project begins.
- 50% of the total fee (final payment) is due upon completion and delivery of the website for acceptance.
The Contractor will not begin work until the agreed down payment has been received.
7.4 Payment Terms – Continuous Optimization Retainer
The monthly retainer fee is due at the beginning of each service month. The exact terms are governed by the retainer agreement.
7.5 Payment Deadline and Default
Invoices are payable within 14 calendar days of the invoice date without deduction. If the payment deadline is exceeded, the Client is automatically in default without further notice. Statutory default interest applies pursuant to § 288 para. 2 BGB (for B2B transactions: 9 percentage points above the base interest rate). Further damage claims remain reserved. The right to claim a flat-rate default fee of EUR 40.00 pursuant to § 288 para. 5 BGB is also reserved.
7.6 Set-Off and Right of Retention
The Client is only entitled to set off claims that have been established by final judgment, are undisputed, or have been acknowledged by the Contractor. The Client's right of retention is limited to counterclaims arising from the same contractual relationship.
7.7 Invoicing
Invoices are sent via email as PDF documents. The Client agrees to receive invoices in electronic form.
§ 8 Usage Rights and Copyright
8.1 Transfer of Usage Rights: Upon receipt of full payment, the Contractor transfers to the Client the exclusive usage rights necessary for the agreed purpose in the works created during the project (in particular web design, graphic designs, and programming). The transfer of rights takes place simultaneously with full payment.
8.2 Prior to full payment, the created works are not released for public use. Early use requires a separate written agreement.
8.3 Right of Reference / Portfolio: The Contractor is entitled to use works created during the collaboration for reference and self-promotional purposes, including in the Contractor's portfolio, website, social media, and marketing materials. This includes naming the Client. If the Client objects to this use for legitimate reasons (e.g., confidentiality per § 11), this must be communicated to the Contractor in writing before the project begins. Subsequent objections can only be considered if the Client's interest in protection outweighs the Contractor's interest.
8.4 Contractor's Copyright: Notwithstanding the transfer of usage rights under § 8.1, the Contractor retains the copyright to the created works. Modifications to the works may be made after the transfer of rights, provided they do not violate the author's right to integrity of the work (§ 14 UrhG). Significant distortion or impairment of the work that endangers the Contractor's legitimate intellectual interests is prohibited.
8.5 Third-Party Licenses: Third-party licenses used in the project (e.g., fonts, stock images, WordPress plugins, theme licenses) are subject to the respective license terms of the rights holders and remain with them. Where licenses are required for the ongoing operation of the website (e.g., theme license, plugin licenses), the Client is responsible for obtaining and renewing them after project handover, unless otherwise agreed.
8.6 Source Files: The delivery of source files (raw files, design source files, Figma files, etc.) is generally not part of the scope of work unless expressly agreed in writing. Separate delivery of source files may be arranged for additional compensation.
§ 9 Acceptance
9.1 For services subject to contract for work (in particular the Revenue Website Sprint), the Client is obligated to accept the completed service upon delivery, provided no material defects are present.
9.2 Acceptance is carried out in writing (via email). If the Client refuses acceptance, the Client must specify the defects in writing with sufficient detail.
9.3 Acceptance may not be refused on aesthetic or artistic grounds. The Contractor retains creative freedom within the scope of the agreed services.
9.4 Deemed Acceptance: If the Client fails to respond to a written request for acceptance within 10 business days, the service shall be deemed accepted (analogous to § 640 para. 2 BGB). The Contractor will expressly draw attention to this legal consequence in the acceptance request.
§ 10 Warranty
10.1 Notice of Defects: Obvious defects must be reported by the Client in writing within 14 days of acceptance. Hidden defects must be reported in writing immediately upon discovery.
10.2 Warranty Period: Following acceptance, the Contractor warrants that the services rendered are free from defects for a period of 30 days (right to subsequent performance). During this period, technical errors attributable to the Contractor's work will be remedied at no charge.
10.3 Exclusions: The warranty does not cover:
- Errors or malfunctions caused by subsequent modifications to the code or content made by the Client or third parties engaged by the Client;
- Incompatibilities caused by third-party plugins, themes, or services installed or updated after acceptance;
- Issues caused by hosting-side problems, CMS updates, or operating system changes after acceptance;
- Errors based on incomplete or inaccurate information or content provided by the Client;
- Changes in aesthetic preference or design taste after acceptance.
10.4 Other warranty rights (reduction, withdrawal, damages) are governed by applicable law, subject to the liability limitations in § 11.
§ 11 Limitation of Liability
11.1 The Contractor's liability is unlimited in cases of:
- Intentional misconduct and gross negligence,
- Injury to life, body, or health,
- Claims under the German Product Liability Act,
- Fraudulent concealment of a defect, and
- Cases in which a guarantee has been assumed.
11.2 In cases of ordinary (slight) negligence, the Contractor is only liable for breach of a material contractual obligation (cardinal obligation), the fulfillment of which is essential for the proper execution of the contract and on which the Client may regularly rely.
11.3 Liability Cap: In cases of ordinary negligence, the Contractor's liability is limited in amount to the total fee agreed in the respective contract. Further or indirect damages, lost profits, consequential damages, and other indirect losses are excluded to the extent permitted by law.
11.4 The foregoing limitations of liability also apply in favor of the Contractor's legal representatives and vicarious agents.
11.5 Client Content: The Contractor assumes no liability for content (text, images, trademarks, etc.) provided by the Client. The Client shall indemnify the Contractor from all third-party claims arising from unlawful or rights-infringing content provided by the Client, including reasonable legal defense costs.
11.6 Legal Review Obligations: The Contractor is not obligated to review content provided by the Client for legal compliance (e.g., copyright, competition law, trademark law).
§ 12 Confidentiality
12.1 Both parties agree to treat all confidential information obtained from the other party during the course of the collaboration as permanently confidential, not to disclose it to third parties, and not to use it for their own purposes.
12.2 Confidential information includes in particular: trade secrets, customer data, technical and commercial information, strategies, calculations, and any other information that the disclosing party designates as confidential or that is confidential by its nature.
12.3 Excluded from the confidentiality obligation is information that:
- Was already publicly known at the time of disclosure,
- Becomes publicly known after disclosure without any action by the receiving party,
- Was already known to the receiving party before disclosure, or
- Must be disclosed due to a legal obligation (the disclosing party must be informed in advance to the extent legally possible).
12.4 This confidentiality obligation shall survive the termination of the contractual relationship for a period of 5 years after the end of the contract.
12.5 Portfolio Rights: The Contractor's right to use project results for reference purposes pursuant to § 8.3 is not affected by the confidentiality obligation, unless the Client objects in writing before the project begins.
§ 13 Termination
13.1 Revenue Website Sprint (Project Termination)
Termination by the Client: The Client may terminate the contract at any time. In this case, the Client shall compensate the Contractor for all services rendered up to the date the notice of termination is received. Compensation shall be based on the proportion of services already completed relative to the total project, calculated on the basis of the agreed project fee. In addition, the Client shall reimburse any third-party costs already incurred that can no longer be cancelled (e.g., licenses, third-party service providers).
If termination occurs after a project phase has been fully completed, the full compensation agreed for that phase remains due.
Termination by the Contractor for Good Cause: The Contractor is entitled to terminate the contract for good cause, in particular in cases of significant payment default, serious or persistent violations of cooperation obligations by the Client, or circumstances that make continuation of the collaboration unreasonable.
13.2 Continuous Optimization Retainer (Ordinary Termination)
The retainer relationship may be terminated by either party with 30 calendar days' notice to the end of a calendar month, unless a different minimum term has been agreed in the retainer agreement.
13.3 Form of Termination
Terminations must be made in writing (email is sufficient).
13.4 Data Handover Upon Termination
Upon termination of the contract and receipt of full payment, the Contractor will provide the Client with all access credentials in the Contractor's possession that are required for the operation of the website. § 8.6 (source files) remains unaffected.
§ 14 Communication
14.1 Primary Communication Channels: Communication between the parties takes place primarily via email and Zoom video calls. This applies to inquiries, coordination, approvals, change requests, and all other project-related communication.
14.2 No Phone Availability: For health reasons (hearing impairment), the Contractor is not reachable by phone. The Client acknowledges this and agrees that all communication will take place through the channels specified in § 14.1. This limitation does not constitute a deficiency in services or grounds for extraordinary termination.
14.3 Subtitles Function: Automatic subtitle and transcription features are used during Zoom meetings. The Client agrees to this use.
14.4 Response Times: Email inquiries are generally answered within 1–2 business days (Monday–Friday, excluding public holidays in Germany). Response times may vary outside these hours (weekends, holidays, scheduled vacations, and other absences). The Client will be notified of any vacations or absences in advance.
14.5 Written Form: All legally relevant declarations (order placement, approvals, change requests, acceptances, terminations) must be made in writing. Email satisfies the written form requirement under these GTC, unless notarization or statutory written form is expressly required.
§ 15 Data Protection
15.1 The collection, processing, and use of personal data of the Client and its employees is carried out exclusively for the purpose of fulfilling the contractual relationship, in accordance with applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
15.2 Details regarding data processing can be found in the Contractor's Privacy Policy, available at https://www.hiddendesignchampion.com/datenschutz.
15.3 To the extent that the Contractor gains access to personal data of the Client in the course of providing services, the Contractor acts exclusively as a data processor under the Client's instructions. In such cases, a separate data processing agreement pursuant to Art. 28 GDPR must be concluded.
§ 16 Final Provisions
16.1 Governing Law
These GTC and all contracts concluded hereunder 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). This applies even if the Client is domiciled outside of Germany.
16.2 Jurisdiction
For all disputes arising from or in connection with this contract, the exclusive place of jurisdiction – to the extent permitted by law – shall be Tutzing, Germany. The Contractor reserves the right to also bring claims against the Client in the Client's general place of jurisdiction.
16.3 Written Form Requirement for Amendments
Amendments and supplements to these GTC and the respective contract require written form to be effective. This also applies to the waiver of the written form requirement itself. Email satisfies the written form requirement under this clause.
16.4 Severability Clause
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. The invalid provision shall be replaced by the legally valid regulation that comes closest to the economic purpose of the invalid provision. The same applies in the event of a gap in the agreement.
16.5 Entire Agreement
These GTC and the respective order confirmation/project contract constitute the entire agreement between the parties with respect to the relevant engagement and supersede all prior oral or written agreements on the subject matter, unless those agreements expressly provide for their continued validity.