General Terms and Conditions

1. Preamble

These General Terms and Conditions (hereinafter referred to as the “GTCs”) shall govern the relationship between  Hive Technologies GmbH (hereinafter referred to as “Hive”) and a customer (hereinafter referred to as the “Customer”), together referred to as the “Parties”.

By engaging with Hive's services, the Customer agrees to adhere to these GTCs, alongside any related documents and policies referenced herein. These GTCs shall apply regardless of the country in which the Customer has their registered office.

2. Definitions

ADSp2017 refers to the German Freight Forwarders’ Standard Terms and Conditions 2017, published by the DSLV here. The ADSp2017 lists terms and conditions to be considered supplementary to the Customer Contract and GTCs in the aforementioned order of precedence.

API (Application Programming Interface) is defined as a set of protocols and tools that allow different software applications to communicate with each other, facilitating the integration of the Hive App with online shops, marketplaces, and other e-commerce channels or tools.

B2B/B2C Shipment refers to a shipment synchronized to the Hive App as a B2B/B2C shipment or manually identified as such. Usually, the recipient of a B2B shipment is a reseller of the Customer’s Goods. The recipient of a B2C shipment is usually an End-Customer of the Customer.

Business Days means a day other than a Saturday, Sunday, public holiday, or day when banks in the jurisdiction in which Hive performs services are closed for business.

Carriers are the independent third-party delivery carriers or freight forwarders responsible for the actual performance of the carriage of the Customer’s Goods.

Confidential Information as defined in Clause 11.

Cologne Pallet Exchange means the terms and conditions of as developed and recommended by leading associations of the shipping industry, freight forwarding and road haulage here.

Customer Contract refers to the individually agreed contract governing the commercial relationship between the Customer and Hive, including any contract amendments signed by both Parties.

Customer Portal is the web-based application that Hive provides for End-Customers. Depending on the add-on features selected by the Customer, the Customer Portal enables proactive steering of the post-purchase experience with tracking, cross-selling, and returns management.

Customs and Delivery Partner refers to a partner of Hive who facilitates the customs processing and delivery of Goods across different customs regions.

DDP means Delivered Duty Paid as defined in the Incoterms developed by the International Chamber of Commerce.

Delivery Promise is an add-on feature of the Hive App, which provides delivery speed and arrival predictions in the online store of the Customer.

End-Customers are the customers of the Customer and usually the recipients of orders processed by Hive for the Customer.

Fulfillment Partner is a partner of Hive that operates fulfillment center(s) with the Hive WMS and carries out fulfillment tasks at those fulfillment centers. All Fulfillment Partners use the Hive WMS for operational tasks related to the Customer. Fulfillment Partners may also broker Carrier services in selected Hive Fulfillment Centers.

Goods means the physical goods processed by Hive for the Customer. The terms “Products” and “Goods” are used interchangeably.

Growth Manager is the Customer’s point of contact covering revenue growth, cost reduction, onboarding, and overall logistics set-up optimization.

HGB (Handelsgesetzbuch) is the German Commercial Code, which comprises the primary set of laws governing commercial transactions, obligations, and operations in Germany.

​​Hive App is the platform Hive provides for the Customer. Every Customer subscribes to the Hive App when entering into a contractual relationship with Hive. This subscription includes all basic functionalities for freight, inventory management, order fulfillment, delivery, returns management, and customer experience.

Hive Claims Policy refers to the set of rules and guidelines set by Hive for Customer claims, stored here.

Hive Standard Material refers to the standard, non-branded set of packaging materials offered by Hive to the Customer at the Hive Fulfillment Center where the Customer’s Goods are stored. 

Hive Fulfillment Center means any facility operated directly by Hive or a Fulfillment Partner with the Hive WMS.

Hive WMS is the proprietary Hive Warehouse Management System, developed in-house in close cooperation with our Hive Fulfillment Centers.

HS Codes  (Harmonized System Codes) are defined as a standardized numerical method of classifying traded products, used globally for customs purposes to identify the type of goods being shipped.

Logistics GTC 2019 refers to the General Terms and Conditions of Logistics Services Providers 2019, published by the DSLV here. The Logistics GTC 2019 lists terms and conditions to be considered supplementary to the Customer Contract, GTCs, and ADSp2017 in the aforementioned order of precedence.

Order processing means picking and packing, from folding shipping boxes to placing Goods inside and closing the shipping box. If required, transport-safe filling material is provided and added to each shipping box to prevent damage in transport.

Rejected Goods refers to any Goods rejected, quarantined, or for which services have been suspended as detailed in Clause 4.

SKU (Stock Keeping Unit) is defined as a unique identifier for each distinct Good that is part of the Customer’s Goods as well as each distinct packaging material. Every Good in all Hive Fulfillment Centers is linked to one specific, unique SKU.

3. Scope of Services

Hive offers an integrated suite of operations software and services designed to enhance efficiency and foster growth throughout the Customer’s supply chain.

Software. The services offered to the Customer encompass the Hive App, which delivers near real-time operational oversight and self-management capabilities. The Hive App facilitates a range of activities including fulfillment process management, access to all relevant information, and delivery and freight functionalities. It integrates seamlessly with the Customer’s digital platforms, ensuring a smooth information flow. Additionally, the Customer may select Add-on features, which supplement the Hive App and Customer Portal with ancillary functionalities. Detailed descriptions of the software services provided by Hive are outlined in Clause 5.

Fulfillment. Hive offers a comprehensive range of fulfillment services, including order fulfillment according to the Customer's instructions, such as picking, packing, and preparing packages for shipment. Additionally, Hive handles inbound inventory processing, storage, and quality assurance. These services are supported by dedicated customer support and the Customer’s Growth Manager. Detailed descriptions of the fulfillment services provided by Hive are outlined in Clause 6.

Delivery, Freight, and Packaging. Hive further offers delivery and freight options to the Customer but does not itself transport the Customer's Goods. Instead, Hive facilitates the connection between the Customer and the Carriers or other logistics service providers who transport the Goods to End-Customers. Additionally, Hive provides several choices for packaging material procurement. The Customer may purchase packaging material through Hive, select Hive Standard Material packaging, or utilize self-procured packaging material. Detailed descriptions of the delivery, freight, and packaging services provided by Hive are outlined in Clauses 7-9.

The services offered by Hive are aimed exclusively at entrepreneurs or legal entities within the meaning of §14 of the German Civil Code (BGB) and not at private individuals.

4. Customer Rights and Obligations

4.1. Ownership of Goods

The Customer warrants that they are the legal owner of all Goods processed by Hive for the Customer, including any underlying intellectual property rights, and/or have lawful possession of such Goods and have the sole legal right to store and thereafter direct the release and/or delivery of the Goods. The Customer declares that all Goods are not mislabeled, misbranded, or adulterated and the information set forth on any shipment or delivery document, including information as to quantity, weight, description, and condition of the Goods, is accurate and complete and may be relied upon by Hive.

4.2. Information Provision

As a matter of principle and concerning all services, the Customer shall provide Hive with all information required for the proper performance of the respective services to be rendered in a timely and complete manner and ensure the correctness of such information. Hive is not obliged to verify, check the plausibility of, or otherwise supplement the information or documents provided by the Customer. This includes but is not limited to information required for capacity planning; information on the Customer's Goods (e.g., shelf life, dangerous goods classifications, quantity, weight, and HS Code); information required for order processing (e.g., data on End-Customers, method of dispatch in outbound traffic, repackaging).

The Customer shall provide all required information to complete the onboarding process, including but not limited to planned inventory arrival and quantity, expected order backlog at the anticipated operational launch date, packaging guidelines, technical shop integration, and preferred Carriers.

The Customer shall inform Hive in good time, at the latest 72 hours before an SKU arrives at a Hive Fulfillment Center for the first time, of the required SKU-specific information. Additionally, if applicable, the Customer shall also inform Hive at the same time of all other relevant factors affecting the storage of the SKU and the execution of an order containing the SKU. These include:

(a) all obligations under public law, customs law, foreign trade law (in particular embargoes on goods, persons, or countries), and security law;

(b) all data required by the relevant safety regulations (inter alia, SOLAS in maritime law) in the respective prescribed form concerning all modes of transport under consideration;

(c) industrial property rights existing vis-à-vis third parties, such as trademark and licensing restrictions associated with the possession of the Goods, as well as legal or administrative  obstacles that prevent the execution of the order;

(d) special requirements to be observed by Hive that are specific to the SKU.

4.3. Prohibited Goods‍

The Customer warrants that all Goods to be processed by Hive do not comprise any items which violate the Universal Postal Convention, or any applicable laws or policies in the region in which the Goods will be received, stored, or shipped. The Customer further declares that all activities related to the promotion, sale, and distribution of the Goods comply with all applicable laws and policies.

Hive declines to provide services for Goods falling under controlled substance legislation, those classified as weapons, and any items subject to strict legal regulations or prohibitions on processing or resale according to applicable local laws. Should any such Goods, which shall automatically be classified as Rejected Goods, belonging to the Customer be delivered to a Hive Fulfillment Center, the Customer assumes full responsibility for any resulting legal ramifications. 

Hive further declines to provide services for Goods whose contents or packaging can reasonably be assumed to cause personal injury or damage property in the course of normal transport and despite adequate packaging. Hive also declines to provide services for Goods containing or consisting of live animals, animal carcasses, human remains, or body parts.

4.4. Hazardous and Dangerous Goods

The Customer shall ask Hive for approval for any Hazardous and Dangerous Goods at least thirty (30) business days before the Goods are scheduled to arrive at a Hive Fulfillment Center for the first time by submitting a customer support ticket on the Hive App. The following information shall be included in the customer support ticket: 

• Average number of items to be stored monthly
• Item weight (in case of liquids and gases: item volume)
• UN number classification
• Amount of UN-classified substance in each item
• The Material Safety Data Sheet

Hazardous and Dangerous Goods are goods that have the potential to cause harm to people, vehicles or legal interests of third parties during the course of standard transportation, warehousing or other activities. Hive reserves the right to refuse any handling of Goods classified as Hazardous and Dangerous Goods or Prohibited Goods. Unless Hive has granted approval of Hazardous and Dangerous Goods, those Goods shall be considered Rejected Goods. 

4.5. Valuable Goods

The Customer shall ask Hive for approval for any Valuable Goods or Goods with an increased risk of theft, including but not limited to products containing precious metals, tobacco products, works of art (inter alia as per ADSp 2017) at least ten (10) business days before the Good is scheduled to arrive at a Hive Fulfillment Center each time by submitting a customer support ticket on the Hive App. The following information shall be included in the customer support ticket: 

• Individual item value
• Number of items to be delivered

Hive reserves the right to decline handling of Valuable Goods, in which case such Goods shall be considered Rejected Goods. Hive assumes no liability for any losses or damages incurred on such Goods if the Customer fails to obtain prior approval before the Goods are delivered to a Hive Fulfillment Center. 

4.6. Bulky Goods

Unless otherwise agreed upon in the Customer Contract, the maximum weight and dimensions of a B2C shipment shall not exceed the following:

• Maximum weight: 30 kg
• Maximum length of longest side: 120 cm
• Maximum girth (2x width + 2x height + longest side): 300 cm

These maximum dimensions do not apply to B2B Shipments.

The Customer shall provide Hive with all documents and other records and provide information (e.g. for tariff classification). This applies in particular to the proper customs or other legally prescribed handling - this also includes security checks, e.g. for air freight shipments - of the goods.

4.7. Perishable Goods

The Customer shall be responsible for the health and safety of their Goods up to the point of take over at the Hive Fulfillment Center. For Perishable Goods, the Customer must provide Hive with the expiry date of the Goods as well as all other information outlined in Clause 4.2. Hive shall not be held liable for any damages whatsoever occurring to the Goods while in Hive’s custody, where the Customer has not provided Hive with specific instructions in relation to the handling of Perishable Goods, unless same were obvious.

4.8. Rejected Goods

If the Customer does not strictly meet the compliance obligations of any of the Clauses 4.3, 4.4, 4.5, 4.6, and 4.7, Hive may, at its sole discretion, either reject the Customer's Goods, immediately suspend services for such Goods, quarantine the Customer's Goods, or immediately terminate the Customer Contract by notice to the Customer. Any Goods rejected, quarantined, or for which services have been suspended shall be "Rejected Goods". This shall also apply to any Goods affected by any insect or other hazardous infestation.
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The Customer shall reimburse Hive for the labor costs incurred to process, remove, or package the Rejected Goods. Additionally, if the Rejected Goods cause damage to Hive facilities, other Hive customer's goods, or any other third party's property, the Customer will be liable for the direct and indirect costs and expenses incurred by Hive and/or any third party as a result. This may include the costs incurred for storage and transportation of the Rejected Goods, storage and transportation of other affected Goods and/or third party property, return or destruction of the Rejected Goods, pest control, hazard remediation and/or cleaning of Hive facilities, legal costs in the event of an investigation into or court proceedings arising from the damage caused by the Rejected Goods, and any other reasonably incurred expenses caused by the Customer's failure to meet any of the compliance obligations listed above.
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If the Customer fails to comply with its obligation to remove the Goods within thirty (30) days of receiving a required removal notice, Hive, subject to the applicable mandatory provisions, shall be entitled to dispose of the Goods. Hive reserves the right to charge the Customer the full cost of disposal.

5. Software

5.1. Software Scope of Service

Hive offers a web-based application, the “Hive App”, enabling the Customer to manage operational processes, including sales to End-Customers, stock-level visualizations, and other relevant information. The Hive App’s integration with online shops, marketplaces, and other e-commerce channels is facilitated through APIs and/or Hive-developed apps, without an obligation on Hive's part to connect to any unlisted channel. The Hive App is subject to continuous development, with no provision for the Customer to request specific features or assurances regarding the permanence of current functionalities.

5.2. Hive App Subscription

Every Customer subscribes to the Hive App when entering into a contractual relationship with Hive. This subscription includes all basic functionalities for freight, inventory management, order fulfillment, delivery, returns management, and customer experience. The Customer shall ensure that access to the Hive App is only granted to authorized employees. The Customer holds sole responsibility for all activities conducted through their user account(s), including those resulting from unauthorized third-party access.

The Multi-Channel feature is included in the Hive App Subscription. This feature allows linking multiple online stores to a single set of SKUs in the Hive App, enabling inventory information synchronization across multiple stores.

The Address Validation feature is also included in the Hive App Subscription. An Address Validation event is triggered when the End-Customers’ address as provided to Hive via the connection between the Customer’s shop system and the Hive App is recognized as incomplete to be shipped with the relevant Carrier. In such cases, Hive shall temporarily block the order from fulfillment and trigger an email notification to the End-Customer with a request to provide the complete address. Once the End-Customer or the Customer has completed the address, Hive shall release the order block and fulfill the order.

5.3. Add-ons

The Customer may choose to subscribe to Add-on features, which supplement the Hive App and Customer Portal with additional functionalities. Add-on features include, but are not limited to: Customer Portal Tracking, Customer Portal Returns, Pan-EU, and Delivery Promise. Availability of Add-on features may be limited to certain shop systems and/or geographies.

6. Fulfillment

6.1. Fulfillment Scope of Service

When a Customer’s order is synchronized into the Hive App, Hive will process the order as instructed and in line with the packaging guidelines set by the Customer. This includes picking the required Goods, packing those in packaging material suitable for transport, and labeling the package with the address of the recipient. Hive shall then hand over the labeled package to the respective Carrier for transport. Operations may also be carried out by an Fulfillment Partner using the Hive WMS. Except for a superficial visual inspection within the scope of picking & packing, Hive is not obliged to carry out any further inspection of externally visible damage.

6.2. Inbound

Hive shall accept the unloading of all restocking shipments announced on the Hive App at least 24 hours in advance that arrive within the business hours of the respective Hive Fulfillment Center upon receipt, unless a temporary inbound stop has been communicated to the Customer (e.g., during the days immediately before and after Black Friday). Hive reserves the right to reject any restocking shipments that have not been announced by the Customer 24 hours in advance of arrival at the respective Hive Fulfillment Center. Hive will inspect incoming Goods for visible damage or defects and, if agreed upon, conduct spot checks for quality assurance. Hive assumes no liability for all damages or defects of the Goods that existed prior to taking over the Goods. The assessment of Goods completeness is based on freight documents and the expected restocking quantities announced by the Customer on the Hive App. No piece-by-piece count is conducted unless specifically requested by the Customer, for which the Customer shall be charged the standard hourly rate for additional manual tasks.

The Customer ensures that Goods arrive at the Hive Fulfillment Center as standard inventory arrivals: announced, sorted, and palletized. The time required to handle any non-standard inventory arrivals will be charged as additional work at hourly rates. Furthermore, § 411 HGB applies and the Customer is obliged to:

(a) recognizably mark packages belonging to one consignment as belonging together,

(b) if necessary, prepare packages in such a way that access to the contents is not possible without leaving externally visible traces;

(c) ensure that each pallet of delivered Goods does not exceed the maximum weight of 600 kg and the maximum dimensions of 180 cm x 120 cm x 80 cm, including the pallet foot. Pallets shall be shrink-wrapped or otherwise secured against movement.

The Customer warrants that Goods sent by the Customer to a Hive Fulfillment Center are not subject to a ban on combined loading or storage and that the Goods and their packaging do not pose any danger to the environment, people, or property, even in the event of damage. 

Cologne Pallet Exchange (train-for-train; pallet type B) shall apply unless otherwise agreed.

6.3. Storage

Hive shall store the Customer’s Goods in a suitable location in a Hive Fulfillment Center. If the smallest suitable storage location size is unavailable at the time when the Goods are to be stored, Hive reserves the right to store the Goods at the smallest available storage location and charge the Customer accordingly.

The Customer shall be entitled to inspect the Goods under supervision after notice to Hive five (5) business days in advance. Hive reserves the right to schedule inspections outside of fulfillment hours.

Handling Goods in Hive Fulfillment Centers could result in loss or damage of Goods. Hive maintains high standards, however, occasionally Hive Fulfillment Centers experience concealed shortages, product damages, mislabeled goods, mis-picked goods, and/or cross-shipments. The Customer agrees that Hive will have a 1% shrinkage allowance based on the total value of all units of the Customer's Goods in Hive Fulfillment Centers on an annual basis. Compensation for shortfalls in quantities exceeding the aforementioned shrinkage will be limited to the actual product value of the lost or damaged Goods which shall be measured by the original purchase invoice from the manufacturer or supplier (or the invoices from the original component manufacturers or suppliers if the Customer has assembled the Goods). 

6.4. Kitting

Hive shall, upon the Customer’s request, perform kitting tasks for the Customer. Kitting refers to the process of retrieving multiple SKUs from storage, assembling multiple items of these SKUs into a single kit, and storing these kits as a new SKU. The Customer shall place all kitting orders via the Hive App. Kitting orders sent and approved by Hive before the end of the week (Friday noon) are aimed to be completed within approximately 5 business days or more, depending on the general workload and internal processes at Hive. 

6.5. Returns

Returns handling refers to the process of receiving, identifying, and categorizing returned shipments. Returns may be passive, where they are returned by a Carrier after unsuccessful delivery attempts, or active, in the event that they are returned by an End-Customer after receiving the shipment. In either case, the return is matched to the original shipment and processed according to the guidelines provided by the Customer. 

6.6. Fulfillment Claims & Liability

Once the Goods are handed over by the Freight Forwarder for storage at a Hive Fulfillment Center, the corresponding provisions of the ADsp2017 and, in addition thereto, the Logistics GTC 2019 will apply to the service area of warehouse logistics. If the Customer makes a claim for suspected mistakes in fulfillment, Hive will process the claim provided that the Customer adheres to the claim requirements detailed in Hive’s Claims Policy.

7. Delivery

7.1. Delivery Scope of Service

The Customer understands and agrees that Hive does not actually carry the Customer's Goods, but merely acts as an agent connecting the Customer with Carriers who are responsible for the actual performance of the carriage of the Customer's Goods through the Hive App. Within the Hive App, the Customer may choose their preferred shipment option, which may identify either a specific Carrier or other delivery specifications. If the Customer selects a specific Carrier for the delivery, and the chosen Carrier cannot provide its logistics service for the Goods (e.g., due to a strike or work stoppage), or if Hive is unable to purchase the shipping label for the Carrier due to the specified Carrier's technical difficulties, Hive will use commercially reasonable efforts to choose an appropriate alternative Carrier for the affected shipment, subject to Hive’s discretion.

7.2. Cash on Delivery (COD)

COD services are offered in some Hive Fulfillment Centers for shipments with a maximum value of EUR 1,000.00 per consignment. It is the Customer's responsibility to provide clear instructions to the recipient of the Goods and to request confirmation from Hive that the payment method synchronization from the Customers’ shop platform to the Hive App functions as intended. Additionally, the Customer bears all costs associated with, but not limited to, seizure, refusal of acceptance, insolvency, or non-payment by the End-Customer and will protect Hive and/or the Carrier against any related legal claims. 

7.3. Delivery Customs

There shall be no obligation to hand over the Customer’s Goods for delivery by a carrier if Hive reasonably believes or suspects such actions would be in contravention of any applicable import or export laws or sanctions. 

The Customer may have the option to select a DDP delivery option for deliveries to regions outside of the customs region of the Hive Fulfillment Center in which the Goods are fulfilled. Hive shall inform the Customer if this delivery option requires separate invoicing from the Customs and Delivery Partner to the End-Customer. In such cases, the Customer shall refrain from directly invoicing the End-Customer and shall instead issue a collective invoice to the Customs and Delivery Partner. Hive may support the Customer in creating this collective invoice.

7.4. Delivery Claims & Liability

If the Customer has chosen a specific Carrier with Hive's approval, Hive will transfer the processed shipments to the person in charge of the pickup for the chosen Carrier. Hive will not be liable for damage to the Goods once they have been handed over to the Carrier at the loading ramp. If the Customer makes a claim for loss or damage against a Carrier for a shipment arranged through Hive, Hive shall help facilitate the filing of the claim provided that the Customer adheres to the claim requirements detailed in Hive’s Claims Policy. 

The Customer understands that Carriers exclude certain goods from transport. The Customer agrees to comply with the prohibited goods regulations of the Carriers. Neither Hive nor the Carrier is obliged to check shipments to see whether they are subject to transport exclusions. If a Customer fails to inform Hive that a product falls under the Carriers’ definition of prohibited goods, Hive reserves the right to stop handing over orders containing such Goods to the respective Carrier. In such a case, Hive shall inform the Customer and, if available, seek a commercially reasonable alternative at Hive’s discretion. 

The Customer guarantees that the delivery of the Goods meets special legal requirements (e.g., age restrictions). Neither Hive nor the Carrier is required to check on delivery (e.g., check the age of the person receiving the shipment). It is the responsibility of the Customer to choose the delivery method and documentation that meets the legal requirements for the shipped products.

8. Freight

8.1. Freight Scope of Service

The Customer acknowledges that Hive only arranges the connection with Carriers for the transport of Goods in its capacity as an agent, but does not directly transport the Customer's Goods. The Customer may opt to utilize Hive's coordination for the transportation of Goods. The scope of Hive's facilitation includes the coordination of both inbound transport for Goods to arrive at Hive Fulfillment Centers, and outbound transport, for Goods to leave Hive Fulfillment Centers. Should the Customer entrust Hive with the arrangement of transport, the Logistics GTC 2019 and the ADsp2017 apply, unless stated otherwise in these GTCs. Hive retains the authority to engage additional freight forwarders or third parties. 

8.2. Freight Customs

The Customer may manage customs clearance independently (self-clearance) or direct Hive, as part of an individual order, to execute the import customs declaration following the Customer's instructions. Hive will engage third parties to conduct customs clearance, and the Customer will provide any necessary powers of attorney directly to the customs agent. 

In cases where Hive is tasked with customs clearance, the Customer must supply Hive with all required documents, records, and information (such as customs tariff classification) essential for the proper customs or other legally mandated processing of the Goods, including security screenings for air freight shipments. Upon completing the customs declaration, Hive will promptly provide the Customer with all relevant customs and tax documents associated with the declaration. The Customer must immediately review these documents for accuracy and communicate any discrepancies, errors, or concerns to Hive in writing within three (3) business days of receipt of the customs declaration. The Customer shall settle any customs invoices within the payment terms defined therein and pay the invoice in full regardless of any requested revisions of the import customs declaration or the resulting customs invoice. Hive will support the Customer with corrections through the customs agent at the Customer's expense, however, Hive shall not be held liable for any associated costs. 

8.3. Freight Claims & Liability

The Customer shall comply with all applicable laws and regulations relating to, and bear all costs and responsibilities associated with, importing their Goods into another country or territory, including all customs, duties, VAT laws, and regulations relating to the import of the Goods as well as determining the proper tariff classification and country of origin of Goods and whether Goods qualify for administrative exemptions. The Customer shall deliver the Goods Delivered Duty Paid (DDP) to Hive Fulfillment Centers, with all duties and taxes paid, released for free circulation and free of any encumbrances. Hive shall be under no obligation to hand over the Customer’s Goods for transport if Hive reasonably believes or suspects such actions would be in contravention of any applicable import or export laws or sanctions. 

If the Customer wants to make a claim for loss or damage against a Carrier for a freight shipment arranged through Hive, Hive will help facilitate the filing of the claim provided that the Customer adheres to the claim requirements detailed in Hive’s Claims Policy. 

9. Packaging

9.1. Packaging Scope of Service

The Customer acknowledges that Hive does not produce packaging material in-house, but may resell packaging material to the Customer. The Customer may opt to purchase packaging material through Hive, utilize Hive Standard Material packaging, or employ self-procured packaging material.

Hive aims to select the most appropriate packaging material for each shipment, in line with the requirements of the Customer’s Goods and, if applicable, the indicated packaging guidelines of the Customer. Hive reserves the right to select alternative packaging material if the most appropriate packaging material is not available at the Hive Fulfillment Center where the Customer’s Goods are being processed.

9.2. Packaging Claims & Liability

If the Customer makes a claim related to Hive Standard Material packaging, Hive will process the claim provided that the Customer adheres to the requirements detailed in Hive’s Claims Policy. 

For packaging material purchased by Hive on behalf of the Customer, the Customer assumes ownership of the packaging material once it arrives at the Hive Fulfillment Center. The Customer agrees that storage costs apply for packaging material purchased by Hive on behalf of the Customer as soon as the material is restocked at a Hive Fulfillment Center. Any claims related to the quality or completeness of packaging material specifically procured for the Customer shall be made to the packaging manufacturer. Such Claims will be facilitated by Hive provided that the Customer raises the claim in line with the Hive Claims Policy. 

10. Billing and Termination Conditions

10.1. Payment Terms

All payments shall be made with direct debit seven (7) days after the invoice date, following the SEPA Business-to-Business Direct Mandate. Invoices shall be issued by Hive exclusively in electronic form twice per month or every fifteen (15) days. Freight and packaging charges may be invoiced separately. Any claims amounting to less than 2% of the total invoice value shall be reimbursed in the next invoice. 

10.2. Pricing

All changes in pricing (with the exception of those subject to the pricing matrix) shall take effect one month after email notification. The Customer has the right to object to the pricing adjustment within two weeks after notification by terminating the Customer Contract. In this case, Hive will ensure price stability for the three-month cancellation period. If the Customer does not terminate the Customer Contract within two weeks, the new pricing shall be deemed agreed upon. Hive reserves the right to adjust prices every six months. 

10.3. Termination

Either Party may terminate the Customer Contract by giving three (3) months' written notice to the end of a calendar month, whereby an e-mail to the Growth Manager shall be deemed to comply with the written form requirement. The right to terminate for an important reason remains unaffected. Irrespective of the existence of an important reason for termination, Hive shall be entitled to a special right of termination if the Customer is in default with the payment of more than two (2) invoices due or an invoice amount of more than EUR 5,000.00 is due and has not settled all due receivables in full. Hive may withhold service at any time and without notice if the Customer fails to settle due and payable invoices. 

The Customer undertakes to collect its Goods (including returns) from the Hive Fulfillment Center at its own expense up to thirty (30) days after the end of the Customer Contract, conditional on the payment of all outstanding invoices. Additionally, if further returns or inventory from the Customer arrive at a Hive Fulfillment Center, Hive commits to collect and store those up to thirty (30) days after the end of the Customer Contract. If the Customer fails to comply with its obligation to remove the Goods, Hive, subject to the applicable mandatory provisions, shall be entitled to sell or dispose of the Goods. Hive reserves the right to charge the Customer the full cost of disposal. 

11. Confidential Data Handling

11.1. Confidentiality

Confidential Information shall only include such information which is either explicitly designated as "confidential" at the time of disclosure or by its nature is reasonably identifiable as confidential. For purposes of these GTCs, a party disclosing the Confidential Information is the "Discloser" and a party receiving the Confidential Information is the "Recipient." However, Confidential Information does not include any information that the Recipient can establish:

(a) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to the Recipient by the Discloser;

(b) becomes publicly known or made generally available without a duty of confidentiality after disclosure to the Recipient by the Discloser through no action or inaction of the Recipient;

(c) is in the rightful possession of the Recipient without confidentiality obligations at the time of disclosure by the Discloser to the Recipient as shown by the Recipient’s then-contemporaneous written files and records kept in the ordinary course of business; or

(d) is independently developed by the Recipient without the use of or reference to the Discloser’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.

The Recipient may disclose Confidential Information to its employees or representatives who require the Confidential Information for the Recipient to perform its obligations under these GTCs, are informed of its confidential nature, and are subject to written confidentiality obligations at least as protective of the Confidential Information as these GTCs. The Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Confidential Information disclosed under these GTCs shall remain confidential for five (5) years after the termination of the Customer Contract. The Recipient shall promptly notify the Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information. Notwithstanding the other provisions of this Clause, Hive reserves the right to disclose Confidential Information to the extent required by law or for purposes of judicial proceedings, or in the event that Hive reasonably suspects illegal activity by the Customer. 

11.2. Data Protection and Privacy

Hive processes and uses the Customer's personal data within the framework of the statutory data protection provisions. The Parties may also agree to sign a specific Data Processing Agreement as an addition to the Customer Contract.

12. Liability and Jurisdiction

12.1. Liability Limitations

Any claims by the Customer against Hive shall be made in accordance with Hive’s Claims Policy. Subject to any non-excludable rights, under no circumstances shall Hive be liable to the Customer or any third party for any indirect, incidental, special, exemplary, loss of goodwill or reputation, consequential, or punitive damages, including lost profits, lost sales or business, or lost data. 

The Customer acknowledges and agrees that when a Carrier is in possession of the Customer's Goods, the Carrier, and not Hive, is solely responsible for any actual or alleged harms sustained by the Customer or their Goods as determined under applicable law. Subject to the foregoing, Goods that are the subject of a delayed delivery or are lost or damaged by a Carrier will be managed in accordance with Hive's Claims Policy.

Hive's obligations may be temporarily suspended in the event of Force Majeure, which encompasses unforeseeable and unavoidable circumstances beyond Hive's control, including but not limited to severe weather conditions, floods, storms, strikes, lockouts, riots, acts of war or terrorism, pandemics, and governmental actions. During such Force Majeure events, Hive is relieved from fulfilling its obligations that are rendered impossible by these impediments. In such an event, Hive will promptly notify the Customer about the anticipated duration of the disruption.

12.2. Indemnification

The Customer shall defend, indemnify, and hold harmless Hive from and against any claims, actions, or demands, liabilities (including court costs and attorney's fees), tax obligations, fines, and penalties, including without limitation reasonable accounting fees and expenses, arising or resulting from or in connection with: 

(a) the Customer's breach of these GTCs;

(b) any actual or alleged infringement of a third party's Intellectual Property rights associated with the Customer's Content;

(c) the Customer's negligence, fault, omissions, willful misconduct, fraud, or misrepresentation in connection with the services rendered in accordance with Clause 3;

(d) any product liability, infringement, or mislabeling claim arising from the Customer's Goods; or

(e) the Customer's misuse of the services rendered in accordance with Clause 3.

In addition, the Customer agrees to cooperate and provide information to Hive to assist with any investigation, proceedings, intervention, or enforcement action by a regulatory body or enforcement authority relating to activities carried out pursuant to any agreement between Hive and the Customer. This indemnity covers all contractual, statutory, or other claims, claims for personal injury (including death), and actual or tangible property damage arising out of or in connection with agreements between Hive and the Customer or the provision of services to the Customer. The indemnity provided by the Customer in this clause will be reduced only to the extent the loss is caused or has been contributed to by Hive's willful misconduct or gross negligence.

12.3. Jurisdiction and Dispute Resolution

All agreements shall be governed by and construed in accordance with the laws of the Federal Republic of Germany without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. The exclusive place of jurisdiction for disputes arising from or in connection with these GTCs is the Berlin Regional Court (“Landgericht Berlin”).
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If any provision of these GTCs found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these GTCs will otherwise remain in full force and effect, and enforceable.
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These GTCs are available in different language versions. Translations only serve the understanding of the Parties. Only the English version is authoritative and any omissions, translation errors, contradictions, or inconsistencies as well as distortions of meaning in a translated version are not relevant and may not be taken into account. The translations may also not be used for the interpretation (of any kind) of the English version.
In addition to these GTCs, the individually agreed commercial Customer Contract, the ADSp2017, and Logistics GTC 2019 shall apply in a comprehensive supplementary manner. In the event of conflicts or contradictions, the following order of precedence shall apply in descending order: Customer Contract, GTCs, ADSp2017, Logistics GTC 2019. Only mandatory statutory provisions, which may not be deviated from by way of pre-formulated contractual conditions, shall take precedence over these.