TERMS & CONDITIONS

1. Scope, Conclusion of Contract
1.1 The Agency provides its services exclusively on the basis of the following General Terms and Conditions (“Terms & Conditions”). These Terms & Conditions apply to all legal relationships between the Agency and the Client, even if no explicit reference is made to them.
They apply exclusively to business relationships with entrepreneurs (B2B).
1.2 The version valid at the time of contract conclusion shall apply. Deviations or supplementary agreements shall only be valid if confirmed in writing by the Agency.
1.3 Any terms and conditions of the Client shall not be accepted, even if known, unless expressly agreed otherwise in writing. The Agency expressly objects to any such terms. No further objection is required.
1.4 Amendments to these Terms & Conditions shall be communicated to the Client and shall be deemed accepted unless the Client objects in writing within 14 days. The Client will be explicitly informed of the significance of silence and the amended clauses. This does not apply to changes of essential services or remuneration.
1.5 If any provision of these Terms & Conditions is invalid, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that most closely reflects the intended purpose.
1.6 All offers made by the Agency are non-binding and subject to change.

2. Social Media Channels
The Agency expressly informs the Client that providers of social media platforms (e.g. Facebook, hereinafter “Providers”) reserve the right to reject or remove advertisements or content for any reason.
Providers are not obliged to distribute content to users. There is an uncontrollable risk that advertisements or appearances may be removed without cause. Even in the case of a counterstatement, content may be removed immediately.
The Agency operates in accordance with the Providers’ terms of use, over which it has no influence. By placing an order, the Client acknowledges that these terms partly define the rights and obligations of the contractual relationship.
The Agency will perform its services to the best of its knowledge and in compliance with platform guidelines but cannot guarantee permanent availability of campaigns.

 

3. Protection of Concepts and Ideas
3.1 If the Agency is invited to prepare a concept prior to the conclusion of a main contract, a contractual relationship (“Pitch Agreement”) is established. These Terms & Conditions apply accordingly.
3.2 The potential Client acknowledges that the Agency provides cost-intensive preliminary services during concept development.
3.3 Concepts are protected by copyright law insofar as they reach the required level of originality. Any use or modification without consent is prohibited.
3.4 The concept may include ideas not protected by copyright law. These include advertising slogans, texts, graphics, illustrations, and materials that form the basis of a marketing strategy.
3.5 The potential Client undertakes not to commercially exploit or use these ideas outside a subsequently concluded main contract.
3.6 If the Client believes ideas were already known prior to presentation, this must be communicated within 14 days, including evidence.
3.7 Otherwise, it is assumed that the Agency presented a new idea and contributed value.
3.8 The potential Client may release themselves from these obligations by paying reasonable compensation plus 20% VAT. Release becomes effective only upon full payment.

 

4. Scope of Services, Order Processing, Client Cooperation
4.1 The scope of services is defined by the agency agreement, order confirmation, or briefing documents. Changes require written confirmation. The Agency retains creative freedom within the agreed framework.
4.2 All deliverables must be reviewed and approved within three working days. Failure to respond constitutes approval.
4.3 The Client shall provide all necessary information and documents in a timely and complete manner. Additional costs caused by incorrect, incomplete, or delayed information shall be borne by the Client.
4.4 The Client guarantees that provided materials are free of third-party rights and indemnifies the Agency against any claims.

 

5. Third-Party Services
5.1 The Agency may perform services itself or engage qualified third parties.
5.2 Third parties may be commissioned in the Agency’s or the Client’s name.
5.3 The Client shall assume obligations towards third parties extending beyond the contract duration.

 

6. Deadlines
6.1 Deadlines are non-binding unless expressly agreed in writing.
6.2 Delays due to force majeure suspend obligations accordingly.
6.3 Withdrawal requires a written grace period of at least 14 days.

7. Early Termination
7.1 The Agency may terminate the contract for good cause with immediate effect, in particular if:
a) performance becomes impossible or delayed due to the Client;
b) the Client repeatedly breaches essential obligations despite written notice and a 14-day grace period;
c) justified concerns regarding the Client’s creditworthiness exist and no security is provided.
7.2 The Client may terminate the contract for good cause if the Agency repeatedly breaches essential obligations despite written notice and a grace period of at least 14 days.

 

8. Fees
8.1 Fees become due upon completion of each service. The Agency may request advance payments or interim invoices for projects exceeding EUR 5,000 or of longer duration.
8.2 All fees are net amounts plus statutory VAT.
8.3 Services not explicitly included are billed separately. Expenses shall be reimbursed.
8.4 Cost estimates are non-binding. Increases exceeding 15% will be communicated.
8.5 If the Client unilaterally cancels or alters the project, full remuneration remains due.

9. Payment, Retention of Title
9.1 Invoices are due immediately without deduction. Ownership remains with the Agency until full payment.
9.2 Statutory default interest applies. Collection costs shall be reimbursed.
9.3 Outstanding claims become immediately due in case of default.
9.4 The Agency may withhold services until payment is received.
9.5 Installment default results in immediate full payment obligation.
9.6 Set-off is excluded unless legally established or acknowledged.

10. Ownership and Copyright
10.1 All works remain Agency property until full payment. Usage rights are limited to the agreed purpose and territory (Austria unless otherwise agreed).
10.2 Modifications require consent. Open files are excluded unless agreed.
10.3 Extended usage requires additional remuneration.
10.4 Post-contract usage also requires consent.
10.5 Usage fees decrease over time after contract termination.
10.6 Unauthorized use results in double remuneration.

11. Attribution
11.1 The Agency may reference itself on advertising materials.
11.2 The Agency may list the Client as a reference unless revoked.

12. Warranty
12.1 Defects must be reported within eight days.
12.2 The Agency may remedy defects within a reasonable period.
12.3 Legal compliance review is the Client’s responsibility.
12.4 Warranty period is six months.

13. Liability
13.1 Liability for slight negligence is excluded.
13.2 The Client indemnifies the Agency against third-party claims.
13.3 Claims expire six months after knowledge, max. three years.

14. Applicable Law
Austrian substantive law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

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15. Place of Performance and Jurisdiction
15.1 Place of performance is the Agency’s registered office.
15.2 Jurisdiction is the competent court at the Agency’s seat.
15.3 Gender-specific terms apply equally to all genders.