of Alice Katter
Lange Gasse 33/5a 1080 Vienna, firstname.lastname@example.org
1. Applicability; Conclusion of contract
1.1 Alice Katter (hereinafter "Agency") shall provide its services exclusively on the basis of the following General Terms and Conditions (GTC). They shall apply to all legal relationships between the Agency and the Customer, even if they are not expressly referred to. The GTC shall exclusively apply to legal transactions with entrepreneurs, i.e. B2B transactions.
1.2 The version applicable at the time of conclusion of a contract shall be relevant. Deviations from these GTC and other supplementary agreements with the Customer shall only be effective if they have been confirmed by the Agency in writing.
1.3 Terms and conditions of the Customer, if any, shall not be accepted, even if the Agency knows them, unless expressly agreed otherwise in writing on a case-by-case basis. The Agency expressly objects to GTC of the Customer. No other objection of the Agency to the Customer's GTC shall be required.
1.4 The Customer shall be informed about amendments to the GTC; they shall be deemed agreed to unless the Customer objects to the amended GTC in writing within 14 days; the Customer will be expressly informed about the consequence of silence on their part.
1.5 If any provisions of these General Terms and Conditions are ineffective, the binding nature of the remaining provisions and the contracts concluded on the basis of the same shall not be affected. The ineffective provision shall be replaced by an effective provision which comes as close as possible to the meaning and purpose of the ineffective one.
1.6 The Agency's offers shall be subject to change without notice and non-binding.
2. Social Media Channels
Before an order is placed the Agency expressly points out to the Customer that providers of "social media channels" (e.g. Facebook; hereinafter referred to as Providers), in their terms and conditions of use, reserve the right to reject or remove advertisements or promotional appearances for any reason whatsoever. Accordingly, Providers are not obliged to forward content or information to users. Thus, there is a risk, which cannot be calculated by the Agency, that advertisements or promotional appearances are removed for no reason. Although in the case of a complaint, different Providers offer an opportunity to reply, the content will be immediately removed also in that case. In that case restoring the original, lawful condition may take some time. The Agency works on the basis of the Providers' terms and conditions of use, on which it has no influence, and also makes them the basis of Customer orders. By placing the order the Customer expressly acknowledges that those terms and conditions of use (co-)determine the rights and duties of a contractual relationship if any. The Agency intends to execute the Customer's order to the best of its knowledge and belief and to comply with the policies of Providers. Due to the terms and conditions of use that are currently applicable and the fact that every user can easily allege a violation of the law with the aim that contents will be removed, the Agency cannot guarantee that the ordered campaign can be retrieved at any time.
3. Protection of Concepts and Ideas If a potential Customer has already invited the Agency beforehand to develop a concept and if the Agency accepts this invitation prior to conclusion of the principal contract, the following shall apply: 3.1 By the invitation and acceptance of the invitation by the Agency the potential Customer and the Agency enter into a contractual relationship ("pitching contract"). That contract will also be based on the GTC.
3.2 The potential Customer acknowledges that already by developing a concept the Agency will render cost-intensive services, even though the Customer himself has not taken on any performance duties yet.
3.3 To the extent that they reach the level of originality required for copyright protection the linguistic and graphics parts of the concept are protected by the Austrian Copyright Act [ Urheberrechtsgesetz ]. The potential Customer is not permitted to use or edit those parts without the Agency's consent due to the Austrian Copyright Act alone.
3.4 Furthermore, the concept contains ideas that are relevant to advertising which do not reach the level of originality required for copyright protection and are thus not protected by the Austrian Copyright Act. Such ideas are generated at the beginning of every creative process and may be defined as the creative spark for all subsequent work results and, thus, as the origin of the marketing strategy. Accordingly, those elements of the concept are protected which are unique and characterise the marketing strategy. For the purpose of this agreement, ideas shall in particular mean advertising slogans, advertising texts, graphics and illustrations, advertising means etc., even if they do not reach the level of originality required for copyright protection.
3.5 The potential Customer undertakes not to exploit or have exploited commercially and/or use or have used the creative advertising ideas which the Agency presented as part of the concept in any context other than the corrective of a principal contract to be concluded at a later time.
3.6 If the potential Customer is of the opinion that the Agency presented ideas to them which he already had before the presentation, he shall notify the Agency thereof via e-mail within 14 days of the day of the presentation and include means of evidence which allow a chronological allocation.
3.7 Otherwise the Parties will assume that the Agency has presented an idea to the potential Customer which is new to them. If the Customer uses the idea, it has to be assumed that the Agency received remuneration therefor.
3.8 The potential Customer may be released from his duties under this Clause if he pays a reasonable compensation plus 20% VAT. Such release shall become effective only after receipt of the full compensation payment by the Agency.
4.1 The entitlement to fees shall arise for any specific service once it has been rendered. The Agency shall be entitled to ask for advances to cover its expenses, the Agency is entitled to render monthly interim accounts or issue advance invoices or demand payments on account.
4.2 The fees shall be stated in Euros as net fees plus statutory value-added tax (20%)
4.3 All services of the Agency which are not expressly covered by the agreed fees shall be paid for separately. All cash expenses incurred by the Agency shall be reimbursed by the Customer.
5. Payment; Retention of title
5.1 The fee shall be due for payment immediately upon receipt of the invoice without any deductions unless special payment terms are agreed in writing. Same shall apply to all cash and other expenses charged.
5.2 In the case of payment default, the Customer statutory default interest at the rate applicable to business-to-business transactions of 8% will be charged.
5.3 If the Customer is in default of payment, the Agency may call for immediate payment of services or partial services and is not obliged to render other services until payment of the amount outstanding (right to withhold services). The obligation to pay the fees shall not be affected.
5.4 If payment by instalments has been agreed, the Agency reserves the right to demand immediate payment of the total debt outstanding if instalments or ancillary claims are not paid in time (acceleration clause).
6. Identification marks 6.1 The Agency is entitled to make reference to the Agency and the author, if applicable, on all advertising means and in any advertising and promotional materials, without the Customer being entitled to any payment in this respect. 6.2 The Agency shall be entitled to make reference to its current or former business relationship with the Customer on its own advertising media, including but not limited to its website, by referring to the Customer's business name and business logo, with the Customer having the right to revoke his consent in writing at any time.
7. External services; Commissioning of third parties
7.1 The Agency shall be entitled at its own discretion to render the services itself, to employ expert third parties as agents [ Erfüllungsgehilfen as defined by Section 1313a of the Austrian General Civil Code [ AGBG ]] and/or to commission a third party to render such services ("External Service").
7.2 Commissioning of third parties in connection with an External Service shall be done either in the Agency's own name or in the name of the Customer. The Agency shall select the relevant third party with care and ensure that it is appropriately qualified.
7.3 The Customer shall assume obligations in relation to third parties which survive the contract. This shall expressly apply also in the case of termination of the agency contract for cause.
8. Applicable law The Agreement and all mutual rights and duties resulting from it, as well as any claims between the Agency and the Customer, shall be subject to Austrian substantive law, and its conflicts of laws rules and UN Sales Law shall be excluded.
9. Place of performance and place of jurisdiction
9.1 The place of performance shall be the registered office of the Agency.
9.2 The agreed place of jurisdiction for all legal disputes arising between the Agency and Customer in connection with this contractual relationship shall be the court having jurisdiction over the subject-matter and the Agency's registered office in Vienna. Notwithstanding the foregoing the Agency shall be entitled to sue the Customer at his general place of jurisdiction.