Terms of Service

Convenience translation. This English version is provided for convenience only. Only the German version is legally binding; in the event of any discrepancy, the German version shall prevail. German original: AGB.

1. Scope, contracting parties

(1) These General Terms and Conditions (hereinafter the “Terms of Service” or “AGB”) apply to all contracts for the use of the software-as-a-service platform Tidefall (hereinafter the “Service”) between

Detinker, owner Andreas Bernhardt, Suttkamp 13, 59229 Ahlen (hereinafter the “Provider”)

and the customer.

(2) Deviating, conflicting or supplementary terms and conditions of the customer shall not become part of the contract unless the Provider has expressly agreed to their application in text form (Textform). This also applies if the Provider performs its services without reservation in the knowledge of deviating terms and conditions of the customer.

2. Use by businesses only

(1) The Service is directed exclusively at entrepreneurs/businesses within the meaning of Section 14 of the German Civil Code (BGB) (Unternehmer), at legal entities under public law and at special funds under public law (öffentlich-rechtliche Sondervermögen). By concluding the contract, the customer confirms that it is acting in the exercise of its commercial or independent professional activity. Contracts with consumers within the meaning of Section 13 BGB (Verbraucher) are excluded.

(2) As the contract is concluded exclusively with businesses, no consumer protection rights apply; in particular, there is no right of withdrawal for distance contracts under Sections 312g and 355 BGB.

3. Subject matter of the contract and services

(1) Tidefall is an AI-powered platform for creating, scheduling and publishing LinkedIn content and, depending on the plan booked and the features activated by the customer itself, for automated interaction via the LinkedIn account connected by the customer. The Service is provided as an online service via the internet; no installation takes place on the customer’s side.

(2) Depending on the plan and configuration, the scope of functions may in particular include:

• analysis of the customer’s writing style and generation of draft posts in the customer’s voice;
• creation of images, graphics, carousels and video/animation content;
• scheduling and (including fully automated) publishing of posts;
• automated commenting, “liking”/reacting, and replying to comments;
• automated sending of connection requests as well as reading and analysing the customer’s network and publicly accessible third-party posts;
• analysis of reach and interaction metrics.

(3) The technical connection to LinkedIn is provided via the third-party service Unipile. The Provider owes the provision of the software functions in accordance with the contract, but not any particular business result, in particular no particular reach and no particular number of interactions, followers, connections or leads. To that extent, the service is an obligation of effort, not of result.

4. LinkedIn terms of use, risk notice and customer warranties

(1) Express risk notice. The customer acknowledges that the automated use of a LinkedIn account (including automated posting, commenting, reacting, connecting and automated reading of data) may be contrary to LinkedIn’s terms of use (LinkedIn User Agreement, in particular Section 8.2, and the Professional Community Policies). A violation may result in LinkedIn restricting features, suspending or deleting the account temporarily or permanently, and in automated access becoming technically ineffective at any time and without prior notice.

(2) Customer warranties. The customer warrants (sichert zu) that

a) it is entitled to use and automate the LinkedIn account it connects, and that it connects exclusively its own account or accounts for which it holds the necessary authorisation;

b) it is aware of the content of paragraph 1 and bears the risks described there, including a possible restriction, suspension or deletion of its LinkedIn account and the associated loss of reach, contacts and content, on its own responsibility and at its own risk;

c) it has its own legal basis under data protection law for all personal data of third parties processed via the Service (in particular data of its LinkedIn network, of persons written to or contacted, and of analysed third-party posts) and itself fulfils its information and other obligations as controller under data protection law (Art. 13, 14 GDPR).

(3) No entitlement to ToS compliance. The Provider owes neither conformity of the use with the terms of use of LinkedIn or other platforms nor continued access to LinkedIn. Measures taken by LinkedIn against the customer’s account (in particular restrictions, suspensions or deletions) do not constitute a defect of the Service and do not give rise to any claims against the Provider.

(4) Separate risk consent. Acknowledgement and acceptance of the risks described in this § 4 are additionally obtained during onboarding in a separate, highlighted consent step and documented with a timestamp.

5. Customer’s duties to cooperate and duty to review

(1) The customer provides the information, content, approvals and access required for the provision of the services (in particular the connection of its LinkedIn account) and keeps them up to date.

(2) The customer is itself responsible for the content it publishes and for the automated actions it activates. It reviews the content generated and the actions proposed by the Service before publication with regard to substance, subject matter and legal compliance (in particular under competition, trademark, copyright and media/expression law (äußerungsrechtlich)). If the customer activates automated or fully automated features in which content is published or actions are carried out without prior individual approval, it does so at its own risk; in this case, the duty to review continues to apply after the fact.

(3) The customer ensures that the content and access it provides are free from third-party rights that would prevent use in accordance with the contract.

6. Rights of use in the content

(1) To the extent that rights exist in the content generated by the Service, the Provider grants the customer, upon full payment of the agreed remuneration, the transferable right, unlimited in time and territory, to use this content for its business purposes.

(2) The customer is advised that, under the current legal situation, purely AI-generated content may not be eligible for copyright protection, or only to a limited extent. To that extent, no protection against the use of identical or similar content by third parties is owed beyond the grant of use.

7. Availability

(1) The Provider endeavours to ensure high availability of the Service but does not owe any particular availability in the sense of a guaranteed rate. The Service is provided “as available”.

(2) Excluded from the Provider’s responsibility are, in particular, announced maintenance windows, disruptions beyond its sphere of influence (e.g. outages, changes or access restrictions of third-party services such as LinkedIn or Unipile), changes to the interfaces or terms of use of these third-party services, and cases of force majeure. The loss or restriction of features as a result of such circumstances does not constitute a defect.

8. Remuneration and payment

(1) The remuneration is based on the plan selected by the customer in the version valid at the time the contract is concluded. All prices are exclusive of the applicable statutory VAT.

(2) Unless otherwise agreed, the remuneration is payable in advance for the respective billing period. Payment is processed via the payment service provider Stripe.

(3) In the event of late payment (Zahlungsverzug), the Provider is entitled to block access to the Service after prior notice. Further statutory rights remain unaffected.

9. Term and termination

(1) Unless otherwise agreed, the contract runs for an indefinite period and may be terminated by either party in text form with one month’s notice to the end of a billing period. Any minimum term agreed remains unaffected.

(2) The right to extraordinary termination for good cause (außerordentliche Kündigung aus wichtigem Grund) remains unaffected. Good cause for the Provider exists in particular if the customer breaches § 4 or § 5.

(3) After the end of the contract, the customer’s access is deactivated; further data processing is governed by the Privacy Policy and the Data Processing Agreement (DPA).

10. Liability

(1) The Provider is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, under the German Product Liability Act (Produkthaftungsgesetz) and to the extent of any guarantee it has assumed.

(2) In the case of simple negligence, the Provider is liable only for breach of a material contractual obligation. Material contractual obligations (cardinal obligations, Kardinalpflichten) are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely. In this case, liability is limited to the foreseeable damage typical for the contract at the time the contract was concluded and is capped at the amount of remuneration paid by the customer to the Provider in the twelve months preceding the event giving rise to the damage.

(3) Otherwise, the Provider’s liability is excluded. Strict liability (regardless of fault) for defects existing at the time the contract is concluded under Section 536a(1), alternative 1, BGB is excluded.

(4) In particular, the Provider is not liable for measures taken by LinkedIn or other platforms against the customer’s account (§ 4(3)), for the absence of any particular business result (§ 3(3)), or for content or automated actions that the customer has approved or initiated within its sphere of review and responsibility under § 5.

(5) The above limitations of liability also apply in favour of the Provider’s vicarious agents (Erfüllungsgehilfen) and legal representatives.

11. Indemnification

(1) The customer shall indemnify the Provider on first demand against all claims of third parties, including claims by LinkedIn, Unipile and persons whose data has been processed via the Service, together with reasonable costs of legal defence, to the extent that these claims are based on the fact that

a) the customer has breached its warranties or obligations under § 4 or § 5, or

b) the claim is based on content published by the customer, the automated actions activated by the customer or the use of the Service initiated by the customer in violation of third-party rights or of the terms of use of a platform.

(2) The indemnity does not apply to the extent that the customer is not responsible for the claim (nicht zu vertreten hat) or to the extent that it is based on intent or gross negligence on the part of the Provider.

(3) The Provider will inform the customer of any claim asserted without undue delay (unverzüglich), leave the conduct of the legal defence to the customer where possible, and will not make any acknowledgement without the customer’s consent.

12. Data protection and processing on behalf

(1) The Provider processes personal data in accordance with the Privacy Policy.

(2) Where the Provider processes personal data of third parties on behalf of the customer (in particular data of the customer’s LinkedIn network), the Data Processing Agreement (DPA, Auftragsverarbeitungsvertrag/AVV), which is incorporated electronically upon conclusion of the contract, applies in addition. To that extent, the customer is the controller and the Provider is the processor.

13. Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Provider’s registered place of business (Ahlen), provided that the customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law.

(3) The Provider may amend these Terms of Service with effect for the future. Amendments will be communicated to the customer in text form and are deemed approved if the customer does not object to them in text form within six weeks of receipt of the notification; the Provider will draw attention to this deadline and the significance of silence in the notification. If the customer objects, the Provider is entitled to ordinary termination.

(4) Should individual provisions of these Terms of Service be or become invalid, the validity of the remaining provisions shall remain unaffected.