General
These "Standard Terms and Conditions" apply exclusively to all business transactions between the client and the agency. Any conflicting terms and conditions of the client are only valid if expressly acknowledged by the agency in writing. Any agreements deviating from or supplementing these "Standard Terms and Conditions" must be in writing.
Should any provision of these "Standard Terms and Conditions" be invalid, this shall not affect the validity of the remaining provisions or the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that most closely approximates its intended meaning and purpose.
Conclusion of Contract
The agency's offers are non-binding. The client is bound to their order for two weeks from the date of receipt by the agency. Client orders are only considered accepted upon written confirmation by the agency, unless the agency indicates acceptance of the order—for example, by commencing work on the order.
Services and Fees
Unless otherwise agreed, the agency's entitlement to fees for each individual service begins as soon as that service has been rendered. The agency is entitled to demand advance payments to cover its expenses. For services rendered and the transfer of usage rights, the agency receives a fee of 15% of the advertising budget handled through it.
All services provided by the agency that are not explicitly covered by the agreed fee will be billed separately. This applies in particular to all ancillary services provided by the agency.
All out-of-pocket expenses incurred by the agency that exceed normal business operations (e.g., for courier services, extraordinary shipping costs, or travel) are to be reimbursed by the client.
Cost estimates provided by the agency are generally non-binding. If it becomes apparent that the actual costs will exceed the agency's written estimate by more than 20%, the agency will inform the client of the higher costs. The cost overrun will be deemed approved by the client if the client does not object in writing within three days of receiving this notification and simultaneously propose more cost-effective alternatives.
For all work performed by the agency that is not carried out for whatever reason, the agency is entitled to reasonable compensation. Payment of this compensation does not grant the client any rights to this work; unexecuted work Concepts, drafts, etc., must be returned to the agency immediately.
Presentation
The agency is entitled to a reasonable fee for participating in presentations, which must at least cover all of the agency's personnel and material expenses for the presentation, as well as the costs of all external services. If the agency does not receive a commission after the presentation, all of the agency's work, in particular the presentation materials and their content, remain the property of the agency; the client is not entitled to use them further in any form whatsoever; rather, the materials must be returned to the agency immediately.
If the ideas and concepts presented for solving communication tasks are not used in advertising materials designed by the agency, the agency is entitled to use the presented ideas and concepts in other ways.
The transfer of presentation materials to third parties, as well as their publication, reproduction, distribution, or other dissemination, is not permitted without the express consent of the agency.
Ownership and Copyright
All services provided by the agency, including those presented (e.g., suggestions, ideas, sketches, preliminary drafts, scribbles, final artwork, concepts, negatives, slides), even individual parts thereof, as well as the individual works and original designs, remain the property of the agency and can be reclaimed by the agency at any time—especially upon termination of the agency agreement. By paying the fee, the client acquires only the right to use (including reproduction) the services for the agreed purpose and to the agreed extent. Unless otherwise agreed with the agency, the client may use the agency's services only for their own purposes, exclusively in Austria, and only for the duration of the agency agreement.
Modifications to the agency's services by the client are only permitted with the express consent of the agency and—insofar as the services are protected by copyright—of the copyright holder.
For the use of services provided by the agency that extends beyond the originally agreed purpose and scope of use, the agency's consent is required – regardless of whether the service is protected by copyright. The agency and the copyright holder are entitled to separate, appropriate remuneration for this; appropriate remuneration is generally the fee stipulated in the agency agreement, but at least 7.5% of the fee paid by the client to the third party commissioned with the production, distribution, or publication of the advertising materials.Für die Nutzung von Leistungen der Agentur bzw. von Werbemitteln, für die die Agentur konzeptionelle oder gestalterische Vorlagen erarbeitet hat, nach Ablauf des Agenturvertrages ist unabhängig davon, ob diese Leistungen urheberrechtlich geschützt ist - ebenfalls die Zustimmung der Agentur notwendig.
For this, the agency is entitled to the full agency fee agreed upon in the expired contract, typically 15%, for the first year after the contract's termination. In the second and third years after the contract's expiration, the agency is entitled to only half and one-quarter, respectively, of the fee agreed upon in the contract. From the fourth year after the contract's termination onward, no agency fee is payable.
Attribution
The agency is entitled to identify itself and, where applicable, the author on all advertising materials and in all advertising campaigns, without the client being entitled to any compensation for this.
Approval
All services provided by the agency (in particular, all preliminary drafts, sketches, final artwork, proofs, blueprints, and color prints) must be reviewed and approved by the client within three days. If approval is not given within this timeframe, they are deemed approved by the client.
The client is responsible for ensuring that the agency's services comply with all legal requirements, especially those relating to competition and trademark law. The agency will only arrange for an external legal review at the client's written request; the client will bear the associated costs.
Deadlines
The agency endeavors to meet agreed-upon deadlines. However, the client is only entitled to assert their legally granted rights in the event of a missed deadline if they have granted the agency a grace period of at least 14 days. This period begins upon receipt of a written reminder by the agency. The agency is only liable for damages due to delay in cases of intent or gross negligence. In any event, unavoidable or unforeseeable circumstances—particularly delays on the part of the agency's subcontractors—release the agency from the obligation to meet the agreed-upon delivery date.
Payment
The agency will prepare a quote with an attached order form.
Upon receipt of the signed order confirmation (order), 25% of the total order amount will be invoiced.
The agency's initial services consist of design and layout drafts.
After the client confirms and accepts the layout, but before programming and implementation begin, another 25% of the total order amount will be invoiced.
The final 50% of the total order amount will be invoiced upon launch of the completed website or delivery of printed materials and other products.
In the event of non-payment for the website, the agency reserves the right to deactivate the website after 21 days.
In the case of late payment, default interest of currently 12% per annum will be charged. Delivered goods remain the property of the agency until full payment is received.
The client may only offset undisputed or legally established claims or assert a right of retention.
Warranty and Liability
The client must submit any complaints in writing, stating the grounds, within three days of the agency's performance. In the case of justified and timely complaints, the client is only entitled to have the agency rectify the service.
Claims for damages by the client, in particular due to delay, impossibility of performance, breach of contract, negligence in the formation of the contract, defective or incomplete performance, consequential damages, or tortious acts, are excluded unless they are based on intent or gross negligence on the part of the agency. The agency assumes no liability whatsoever for the client's documents entrusted to it for processing.
Liability
The agency will perform the work assigned to it in accordance with generally accepted legal principles and will promptly inform the client of any significant risks that are apparent to it. However, the client is solely responsible for compliance with all applicable laws, particularly those relating to competition law, even with regard to advertising measures proposed by the agency. The client will only approve an advertising measure (or trademark) proposed by the agency after having verified its compliance with competition law (trademark law) or if the client is prepared to bear the risk associated with implementing the advertising measure (using the trademark).
Any liability of the agency for claims asserted against the client as a result of the advertising measure (or the use of a trademark) is expressly excluded, provided the agency has fulfilled its duty to inform the client. In particular, the agency is not liable for court costs, the client's own legal fees, the costs of publishing judgments, or any claims for damages or similar claims by third parties.
The agency expressly excludes all liability for claims asserted against the client as a result of the advertising measure (or the use of a trademark), provided the agency has fulfilled its duty to inform the client. In the event that the agency is held liable due to the execution of an advertising campaign (the use of a trademark), the client shall indemnify and hold the agency harmless. The client shall therefore compensate the agency for all financial and other disadvantages (including non-material damages) incurred by the agency as a result of any third-party claims.
Applicable Law, Place of Performance, and Jurisdiction
The legal relationship between the client and the agency shall be governed exclusively by Austrian law.
The place of performance is the registered office of the consultant/agency.
The competent Austrian court at the agency's registered office shall have exclusive jurisdiction over all disputes arising directly or indirectly between the agency and the client. However, the consultant is also entitled to bring an action before any other court with jurisdiction over the client.