Terms & Conditions
1. Applicability; Conclusion of Contract
1.1
The Agency provides all services exclusively on the basis of these General Terms and Conditions (“GTC”). They apply to all legal relationships between the Agency and the customer (“Customer”), even if not expressly referred to in individual cases. These GTC apply solely to business-to-business transactions.
1.2
The version in force at the time of contract conclusion applies. Deviations from these GTC or supplementary agreements are only valid if confirmed in writing by the Agency.
1.3
Any terms and conditions of the Customer are excluded, even if known to the Agency, unless expressly accepted in writing in a specific case. The Agency expressly rejects the Customer’s GTC; no further objection is required.
1.4
The Customer will be informed of any amendments to these GTC. Amendments are deemed accepted unless the Customer objects in writing within 14 days. The notice will expressly indicate that silence constitutes acceptance.
1.5
Invalidity of individual provisions does not affect the validity of the remaining provisions or contracts. Any invalid clause shall be replaced by a valid clause that best reflects the intended purpose.
1.6
Offers by the Agency are non-binding and subject to change.
2. Social Media Channels
Before accepting an order, the Agency informs the Customer that providers of social media platforms (e.g., Facebook) reserve the right to reject or remove advertisements or promotional content at their sole discretion and without prior notice. Providers are under no obligation to display or distribute submitted content.
Due to these conditions and the possibility for any user to report alleged violations, the Agency cannot guarantee continuous availability of campaigns. Although providers may offer the opportunity to respond to complaints, the content may still be removed immediately. Restoration of lawful content may take time.
The Agency acts in accordance with the terms of use of these providers and bases its services on them. By placing an order, the Customer acknowledges that such third-party terms of use form part of the contractual relationship. The Agency will carry out the order with due diligence but cannot guarantee uninterrupted display or availability of content.
3. Protection of Concepts and Ideas
If a potential Customer commissions the Agency to develop a concept before entering into the main contract, and the Agency accepts this request, the following applies:
3.1
By commissioning and accepting the development of a concept, a contractual relationship (“pitching contract”) is formed. This contract is also governed by these GTC.
3.2
The Customer acknowledges that concept development involves substantial effort and cost on the part of the Agency, despite the absence of binding obligations for the Customer.
3.3
To the extent that elements of the concept meet the requirements of originality, they are protected under Austrian copyright law. The Customer may not use or modify such elements without written permission.
3.4
Concepts may include advertising ideas that are not copyright-protected but remain commercially valuable. These include slogans, texts, graphics, illustrations, and similar strategic components that form the basis of later creative work. Such ideas are protected under this agreement and may not be used without consent.
3.5
The Customer agrees not to use or commercially exploit any advertising ideas presented by the Agency except within the framework of a subsequent contract.
3.6
If the Customer believes that an idea presented was already known to him, he must notify the Agency within 14 days of presentation and provide evidence demonstrating prior possession.
3.7
If no such notice is provided, the idea is deemed new to the Customer. Use of such idea implies payment of appropriate compensation to the Agency.
3.8
The Customer may release himself from the obligations under this clause by paying reasonable compensation plus 20% VAT. Release becomes effective only after full payment has been received.
4. Scope of Services; Order Processing; Customer Duties
4.1
The scope of services results from the Agency Agreement, the Agency’s written order confirmation, and any briefing documents (“Offer Documents”). Subsequent changes require written confirmation. Within the agreed framework, the Agency retains creative and technical discretion.
4.2
All deliverables (including drafts, sketches, designs, proofs, blueprints, digital files, etc.) must be reviewed and approved by the Customer within three working days. If no written response is provided within this period, the deliverables are deemed accepted.
4.3
The Customer must provide all information and materials required for execution in a complete and timely manner and must inform the Agency of all relevant circumstances, even if they arise during the process. Additional costs due to incorrect, incomplete, or changed information shall be borne by the Customer.
4.4
The Customer is responsible for ensuring that all provided materials (e.g., photos, logos) are free of third-party rights and may be used legally. The Agency is not liable for rights infringements arising from customer-supplied materials unless due to gross negligence. If claims are asserted against the Agency, the Customer must indemnify and hold the Agency harmless and provide all necessary documentation for legal defense.
5. External Services; Third-Party Contractors
5.1
The Agency may render services itself or engage qualified third parties as agents or subcontractors (“External Services”).
5.2
External Services may be commissioned in the Agency’s name or in the Customer’s name. The Agency ensures careful selection and qualification of the contractor.
5.3
Obligations assumed towards third parties extend beyond termination of this contract and remain the Customer’s responsibility.
6. Deadlines
6.1
Dates and deadlines are non-binding unless expressly confirmed in writing as binding.
6.2
If delays occur due to circumstances beyond the Agency’s control (e.g., force majeure, unforeseeable events), obligations are suspended for the duration of the impediment. If such delays exceed two months, either party may withdraw from the contract.
6.3
In cases of default attributable to the Agency, the Customer may withdraw only after granting a written grace period of at least 14 days. Claims for damages are excluded unless caused by gross negligence or intent.
7. Early Termination
7.1
The Agency may terminate the contract with immediate effect for cause. Grounds include, but are not limited to:
(a) impossibility or further delay in performance due to reasons attributable to the Customer, despite a 14-day grace period;
(b) repeated or continued breach of material contractual obligations despite written warning;
(c) justified concerns regarding the Customer’s creditworthiness, and failure to provide advance payment or security upon request.
7.2
The Customer may terminate the contract for cause without granting a grace period if the Agency repeatedly breaches material obligations despite written warning and an opportunity to remedy within at least 14 days.
8. Fees
8.1
Unless otherwise agreed, the Agency’s fee becomes due upon performance of the respective service. The Agency may request advance payments. For annual budgets of EUR 5,000 or more, or long-term projects, the Agency may issue interim or advance invoices.
8.2
Fees are stated net, plus VAT. If no fee agreement exists, the Agency is entitled to customary market rates for services rendered and rights granted.
8.3
Services not explicitly included in the agreed fee are charged separately. Cash expenses must be reimbursed by the Customer.
8.4
Cost estimates are non-binding. If actual costs exceed the estimate by more than 15%, the Agency will notify the Customer. The increase is deemed accepted if the Customer does not object within three working days and propose alternatives. Deviations up to 15% require no separate notice.
8.5
If the Customer unilaterally modifies or cancels work, he must compensate the Agency for all services performed plus any incurred costs. Unless cancellation is due to gross negligence or willful misconduct by the Agency, the full contractually agreed fee becomes payable. No usage rights are transferred for incomplete or unused work; all materials must be returned.
9. Payment; Retention of Title
9.1
Invoices are payable immediately without deduction unless otherwise agreed. The Agency retains ownership of delivered goods until full payment is received.
9.2
In case of payment default, statutory interest applicable to B2B transactions will apply. The Customer must also reimburse reasonable dunning and collection costs, including attorney fees.
9.3
If the Customer is in default, the Agency may demand immediate payment of all outstanding amounts under other contracts.
9.4
The Agency may withhold further services until payment is received.
9.5
If installment payments are agreed, default on any installment entitles the Agency to demand immediate payment of the full outstanding amount.
9.6
The Customer may only set off claims recognized in writing by the Agency or declared final by a court.
10. Title and Copyright
10.1
The Agency retains ownership of all materials and services, including concepts, drafts, designs, originals, and partial work. Upon payment, the Customer receives usage rights limited to the contractually agreed purpose and territory (default: Austria). Full payment is a prerequisite for rights transfer.
10.2
Modifications or further developments of the Agency’s work require express written consent from the Agency and, where applicable, the author.
10.3
Any use beyond the agreed scope requires prior written approval and payment of additional fees.
10.4
After expiration of the contract, use of any services, concepts, or designs remains subject to the Agency’s consent.
10.5
The Agency is entitled to 100% of the originally agreed fee for use within one year after contract termination, 50% in the second year, and 25% in the third year. No fees are due thereafter.
10.6
Unlawful use obligates the Customer to pay twice the reasonable fee.
11. Identification Marks
11.1
The Agency may identify itself on all advertising materials it created without separate remuneration.
11.2
The Agency may reference its business relationship with the Customer on its own promotional material, including its website, by displaying the Customer’s name or logo. The Customer may revoke this consent in writing at any time.
12. Warranty
12.1
The Customer must notify defects immediately, and no later than eight days after delivery or discovery of hidden defects, in writing with a description. Otherwise, the service is deemed accepted.
12.2
For justified and timely complaints, the Agency will remedy defects or provide replacement within a reasonable period. The Agency may refuse rectification if impossible or disproportionately costly. In such cases, statutory rights to withdrawal or price reduction apply.
12.3
The Customer must review the service for legal compliance (competition, trademark, copyright, administrative). The Agency only performs a general plausibility check. The Agency is not liable for legal compliance if the Customer approved the content.
12.4
Warranty period: six months from delivery. Recourse claims expire one year after delivery. Withholding of payments due to complaints is not permitted.
13. Liability and Product Liability
13.1
Liability for slight negligence is excluded for all property and financial losses, including indirect damages, lost profits, and consequential damages. The burden of proving gross negligence lies with the Customer. These limitations apply also to the Agency’s contractors and agents.
13.2
The Agency is not liable for claims asserted against the Customer in connection with advertising activities performed by the Agency, provided the Agency met its duty to inform. The Customer must indemnify the Agency against such claims.
13.3
Claims for damages expire six months after knowledge of damage and, in any event, after three years from the alleged infringement. Liability is limited to the net contract value.
14. Data Protection
The Customer consents to the electronic collection, storage, and processing of personal data (including name, profession, date of birth, company register number, powers of representation, contact persons, addresses, phone numbers, email addresses, bank details, credit card information, and VAT number) for purposes of contract performance, customer support, and the Agency’s marketing activities (e.g., offers, newsletters, promotional mailings).
The Customer consents to receiving advertising emails until withdrawal.
Consent may be revoked at any time by written notice via email, fax, or letter using the contact details provided in these GTC.
15. Applicable Law
All contractual relations between the Agency and the Customer are governed exclusively by Austrian substantive law, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.
16. Place of Performance and Jurisdiction
16.1
Place of performance is the registered office of the Agency. For shipped goods, risk passes to the Customer when the goods are handed over to the chosen carrier.
16.2
The exclusive place of jurisdiction for all disputes arising from or related to this contract is the court with subject-matter jurisdiction at the Agency’s registered office. The Agency may also bring actions at the Customer’s general place of jurisdiction.
16.3
Gender-specific terms refer equally to all genders.
1. Applicability; Conclusion of Contract
1.1
The Agency provides all services exclusively on the basis of these General Terms and Conditions (“GTC”). They apply to all legal relationships between the Agency and the customer (“Customer”), even if not expressly referred to in individual cases. These GTC apply solely to business-to-business transactions.
1.2
The version in force at the time of contract conclusion applies. Deviations from these GTC or supplementary agreements are only valid if confirmed in writing by the Agency.
1.3
Any terms and conditions of the Customer are excluded, even if known to the Agency, unless expressly accepted in writing in a specific case. The Agency expressly rejects the Customer’s GTC; no further objection is required.
1.4
The Customer will be informed of any amendments to these GTC. Amendments are deemed accepted unless the Customer objects in writing within 14 days. The notice will expressly indicate that silence constitutes acceptance.
1.5
Invalidity of individual provisions does not affect the validity of the remaining provisions or contracts. Any invalid clause shall be replaced by a valid clause that best reflects the intended purpose.
1.6
Offers by the Agency are non-binding and subject to change.
2. Social Media Channels
Before accepting an order, the Agency informs the Customer that providers of social media platforms (e.g., Facebook) reserve the right to reject or remove advertisements or promotional content at their sole discretion and without prior notice. Providers are under no obligation to display or distribute submitted content.
Due to these conditions and the possibility for any user to report alleged violations, the Agency cannot guarantee continuous availability of campaigns. Although providers may offer the opportunity to respond to complaints, the content may still be removed immediately. Restoration of lawful content may take time.
The Agency acts in accordance with the terms of use of these providers and bases its services on them. By placing an order, the Customer acknowledges that such third-party terms of use form part of the contractual relationship. The Agency will carry out the order with due diligence but cannot guarantee uninterrupted display or availability of content.
3. Protection of Concepts and Ideas
If a potential Customer commissions the Agency to develop a concept before entering into the main contract, and the Agency accepts this request, the following applies:
3.1
By commissioning and accepting the development of a concept, a contractual relationship (“pitching contract”) is formed. This contract is also governed by these GTC.
3.2
The Customer acknowledges that concept development involves substantial effort and cost on the part of the Agency, despite the absence of binding obligations for the Customer.
3.3
To the extent that elements of the concept meet the requirements of originality, they are protected under Austrian copyright law. The Customer may not use or modify such elements without written permission.
3.4
Concepts may include advertising ideas that are not copyright-protected but remain commercially valuable. These include slogans, texts, graphics, illustrations, and similar strategic components that form the basis of later creative work. Such ideas are protected under this agreement and may not be used without consent.
3.5
The Customer agrees not to use or commercially exploit any advertising ideas presented by the Agency except within the framework of a subsequent contract.
3.6
If the Customer believes that an idea presented was already known to him, he must notify the Agency within 14 days of presentation and provide evidence demonstrating prior possession.
3.7
If no such notice is provided, the idea is deemed new to the Customer. Use of such idea implies payment of appropriate compensation to the Agency.
3.8
The Customer may release himself from the obligations under this clause by paying reasonable compensation plus 20% VAT. Release becomes effective only after full payment has been received.
4. Scope of Services; Order Processing; Customer Duties
4.1
The scope of services results from the Agency Agreement, the Agency’s written order confirmation, and any briefing documents (“Offer Documents”). Subsequent changes require written confirmation. Within the agreed framework, the Agency retains creative and technical discretion.
4.2
All deliverables (including drafts, sketches, designs, proofs, blueprints, digital files, etc.) must be reviewed and approved by the Customer within three working days. If no written response is provided within this period, the deliverables are deemed accepted.
4.3
The Customer must provide all information and materials required for execution in a complete and timely manner and must inform the Agency of all relevant circumstances, even if they arise during the process. Additional costs due to incorrect, incomplete, or changed information shall be borne by the Customer.
4.4
The Customer is responsible for ensuring that all provided materials (e.g., photos, logos) are free of third-party rights and may be used legally. The Agency is not liable for rights infringements arising from customer-supplied materials unless due to gross negligence. If claims are asserted against the Agency, the Customer must indemnify and hold the Agency harmless and provide all necessary documentation for legal defense.
5. External Services; Third-Party Contractors
5.1
The Agency may render services itself or engage qualified third parties as agents or subcontractors (“External Services”).
5.2
External Services may be commissioned in the Agency’s name or in the Customer’s name. The Agency ensures careful selection and qualification of the contractor.
5.3
Obligations assumed towards third parties extend beyond termination of this contract and remain the Customer’s responsibility.
6. Deadlines
6.1
Dates and deadlines are non-binding unless expressly confirmed in writing as binding.
6.2
If delays occur due to circumstances beyond the Agency’s control (e.g., force majeure, unforeseeable events), obligations are suspended for the duration of the impediment. If such delays exceed two months, either party may withdraw from the contract.
6.3
In cases of default attributable to the Agency, the Customer may withdraw only after granting a written grace period of at least 14 days. Claims for damages are excluded unless caused by gross negligence or intent.
7. Early Termination
7.1
The Agency may terminate the contract with immediate effect for cause. Grounds include, but are not limited to:
(a) impossibility or further delay in performance due to reasons attributable to the Customer, despite a 14-day grace period;
(b) repeated or continued breach of material contractual obligations despite written warning;
(c) justified concerns regarding the Customer’s creditworthiness, and failure to provide advance payment or security upon request.
7.2
The Customer may terminate the contract for cause without granting a grace period if the Agency repeatedly breaches material obligations despite written warning and an opportunity to remedy within at least 14 days.
8. Fees
8.1
Unless otherwise agreed, the Agency’s fee becomes due upon performance of the respective service. The Agency may request advance payments. For annual budgets of EUR 5,000 or more, or long-term projects, the Agency may issue interim or advance invoices.
8.2
Fees are stated net, plus VAT. If no fee agreement exists, the Agency is entitled to customary market rates for services rendered and rights granted.
8.3
Services not explicitly included in the agreed fee are charged separately. Cash expenses must be reimbursed by the Customer.
8.4
Cost estimates are non-binding. If actual costs exceed the estimate by more than 15%, the Agency will notify the Customer. The increase is deemed accepted if the Customer does not object within three working days and propose alternatives. Deviations up to 15% require no separate notice.
8.5
If the Customer unilaterally modifies or cancels work, he must compensate the Agency for all services performed plus any incurred costs. Unless cancellation is due to gross negligence or willful misconduct by the Agency, the full contractually agreed fee becomes payable. No usage rights are transferred for incomplete or unused work; all materials must be returned.
9. Payment; Retention of Title
9.1
Invoices are payable immediately without deduction unless otherwise agreed. The Agency retains ownership of delivered goods until full payment is received.
9.2
In case of payment default, statutory interest applicable to B2B transactions will apply. The Customer must also reimburse reasonable dunning and collection costs, including attorney fees.
9.3
If the Customer is in default, the Agency may demand immediate payment of all outstanding amounts under other contracts.
9.4
The Agency may withhold further services until payment is received.
9.5
If installment payments are agreed, default on any installment entitles the Agency to demand immediate payment of the full outstanding amount.
9.6
The Customer may only set off claims recognized in writing by the Agency or declared final by a court.
10. Title and Copyright
10.1
The Agency retains ownership of all materials and services, including concepts, drafts, designs, originals, and partial work. Upon payment, the Customer receives usage rights limited to the contractually agreed purpose and territory (default: Austria). Full payment is a prerequisite for rights transfer.
10.2
Modifications or further developments of the Agency’s work require express written consent from the Agency and, where applicable, the author.
10.3
Any use beyond the agreed scope requires prior written approval and payment of additional fees.
10.4
After expiration of the contract, use of any services, concepts, or designs remains subject to the Agency’s consent.
10.5
The Agency is entitled to 100% of the originally agreed fee for use within one year after contract termination, 50% in the second year, and 25% in the third year. No fees are due thereafter.
10.6
Unlawful use obligates the Customer to pay twice the reasonable fee.
11. Identification Marks
11.1
The Agency may identify itself on all advertising materials it created without separate remuneration.
11.2
The Agency may reference its business relationship with the Customer on its own promotional material, including its website, by displaying the Customer’s name or logo. The Customer may revoke this consent in writing at any time.
12. Warranty
12.1
The Customer must notify defects immediately, and no later than eight days after delivery or discovery of hidden defects, in writing with a description. Otherwise, the service is deemed accepted.
12.2
For justified and timely complaints, the Agency will remedy defects or provide replacement within a reasonable period. The Agency may refuse rectification if impossible or disproportionately costly. In such cases, statutory rights to withdrawal or price reduction apply.
12.3
The Customer must review the service for legal compliance (competition, trademark, copyright, administrative). The Agency only performs a general plausibility check. The Agency is not liable for legal compliance if the Customer approved the content.
12.4
Warranty period: six months from delivery. Recourse claims expire one year after delivery. Withholding of payments due to complaints is not permitted.
13. Liability and Product Liability
13.1
Liability for slight negligence is excluded for all property and financial losses, including indirect damages, lost profits, and consequential damages. The burden of proving gross negligence lies with the Customer. These limitations apply also to the Agency’s contractors and agents.
13.2
The Agency is not liable for claims asserted against the Customer in connection with advertising activities performed by the Agency, provided the Agency met its duty to inform. The Customer must indemnify the Agency against such claims.
13.3
Claims for damages expire six months after knowledge of damage and, in any event, after three years from the alleged infringement. Liability is limited to the net contract value.
14. Data Protection
The Customer consents to the electronic collection, storage, and processing of personal data (including name, profession, date of birth, company register number, powers of representation, contact persons, addresses, phone numbers, email addresses, bank details, credit card information, and VAT number) for purposes of contract performance, customer support, and the Agency’s marketing activities (e.g., offers, newsletters, promotional mailings).
The Customer consents to receiving advertising emails until withdrawal.
Consent may be revoked at any time by written notice via email, fax, or letter using the contact details provided in these GTC.
15. Applicable Law
All contractual relations between the Agency and the Customer are governed exclusively by Austrian substantive law, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.
16. Place of Performance and Jurisdiction
16.1
Place of performance is the registered office of the Agency. For shipped goods, risk passes to the Customer when the goods are handed over to the chosen carrier.
16.2
The exclusive place of jurisdiction for all disputes arising from or related to this contract is the court with subject-matter jurisdiction at the Agency’s registered office. The Agency may also bring actions at the Customer’s general place of jurisdiction.
16.3
Gender-specific terms refer equally to all genders.